Attached files
| file | filename |
|---|---|
| EX-99.3 - PRESS RELEASE - CONCIERGE TECHNOLOGIES INC | cncg_ex993.htm |
| EX-99.1 - UNAUDITED FINANCIAL STATEMENTS - CONCIERGE TECHNOLOGIES INC | cncg_ex991.htm |
| EX-10.2 - JOINDER AGREEMENTS - CONCIERGE TECHNOLOGIES INC | cncg_ex102.htm |
| 8-K - CURRENT REPORT - CONCIERGE TECHNOLOGIES INC | cncg_8k.htm |
EXHIBIT 99.2
PRO-FORMA AND OTHER FINANCIAL INFORMATION
The
following is the pro-forma financial information for the Company
and Wainwright as of September 30, 2016. The pro-forma information
represents the effect of the proposed Transaction on the
Company’s financials as though it took place on July 1, 2015.
The pro-forma combined financial information of the Company for the
year ended June 30, 2016, the
historical audited annual financials, and the reviewed interim
period financial statements of both the Company and Wainwright were
filed as a part of the Company’s Definitive Information
Statement on Schedule 14C on November 18, 2016,
which has been incorporated herein by
reference.
UNAUDITED
CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS
The
Company will acquire all of the issued and outstanding shares of
Wainwright Holdings, Inc. in exchange for 818,799,976 shares of the
Company’s Common Stock and 9,354,119 shares of the
Company’s Preferred Stock (convertible into shares of Common
Stock at a ratio of 1:20). Due to the commonality of ownership
between the two companies the transaction will be accounted for as
a pooling of interests.
The following unaudited condensed combined pro forma financial
statements for the three-month period ended September 30, 2016 are
based upon the previously filed unaudited, reviewed, financial
statements of the Company as of and for the three-month period
ended September 30, 2016 and the unaudited financial statements of
Wainwright Holdings, Inc. as of and for the three-month period
ended September 30, 2016. The unaudited Pro Forma Condensed
Combined Statement of Operations for the three-month period ended
September 30, 2016 give effect to these transactions as if they had
occurred on July 1, 2015.
The
historical information contained in the unaudited condensed
combined pro forma financial statements has been adjusted where
events are directly attributable to the acquisition, or are likely
to have a continuing effect on the consolidated financial
statements of Concierge Technologies. The unaudited condensed
combined pro forma financial statements should only be read in
conjunction with the notes to the unaudited condensed combined pro
forma financial statements appearing below and with reference to
historical financial statements on file for Concierge Technologies,
Inc.
The
unaudited condensed combined pro forma financial statements are
based on estimates and assumptions and are presented for
illustrative purposes only and are not necessarily indicative of
what the consolidated company’s results of operations
actually would have been had the acquisition been completed as of
the dates indicated. Additionally, the unaudited pro forma
condensed consolidated financial information are not necessarily
indicative of the condensed consolidated financial position or
results of operations in future periods or the results that
actually would have been realized if the acquisition had been
completed as of the dates indicated. The actual financial position
and results of operations may differ significantly from the pro
forma amounts reflected herein due to a variety of
factors.
The
unaudited condensed combined pro forma financial information does
not reflect the realization of any expected cost savings or other
synergies from the acquisition of Wainwright Holdings, Inc. as a
result of restructuring activities and other planned cost savings
initiatives following the completion of the business
combination.
EXHIBIT 99.2
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CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE
SHEETS
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As of September 30, 2016
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Concierge Technologies
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Wainwright Holdings
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Pro Forma Adjustments
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Notes
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Pro Forma Combined
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ASSETS
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CURRENT ASSETS:
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Cash
& cash equivalents
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$991,800
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6,795,324
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$7,787,124
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Short
term investments
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978
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978
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Accounts
receivable
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804,949
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2,051,661
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2,856,610
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Inventory,
net
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445,575
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445,575
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Notes
receivable
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1,150,000
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(1,000,000)
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a
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150,000
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Other
current assets
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20,847
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172,058
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192,905
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Total
current assets
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2,263,171
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10,170,021
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(1,000,000)
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11,433,192
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Restricted
cash
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14,568
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14,568
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Property
and equipment, net
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1,152,717
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1,152,717
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Goodwill
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219,256
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219,256
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Intangible
assets, net
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988,235
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988,235
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Deferred
tax asset, net
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1,303,573
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1,303,573
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Long
term investments
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500,980
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500,980
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Other
assets
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8,558
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8,558
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Total
assets
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$4,637,947
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$11,983,132
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$(1,000,000)
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$15,621,079
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES:
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Accounts
payable and accrued expenses
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$1,001,603
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$1,830,750
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$(18,959)
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f
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$2,813,394
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Purchase
consideration payable
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214,035
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214,035
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Debentures
payable - related parties
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1,300,000
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(700,000)
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a
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600,000
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Notes
payable - related parties
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303,500
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(300,000)
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a
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3,500
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Notes
payable
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8,500
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8,500
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Expense
waivers, related party
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562,500
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562,500
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Total
liabilities
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2,827,639
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2,393,250
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(1,018,959)
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4,201,929
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COMMITMENT & CONTINGENCY
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STOCKHOLDERS' EQUITY
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Preferred
stock
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-
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-
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Series
B
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3,754
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9,354
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b
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13,108
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Common
stock
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67,954
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17
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818,783
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c,d
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886,754
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Treasury
Stock
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(5,389,064)
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5,389,064
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g
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-
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Dividends
paid
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-
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-
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Additional
paid-in capital
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8,325,620
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1,561,123
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(6,217,201)
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b,c,d,g
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3,669,542
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Accumulated
other compreshensive loss
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(39,241)
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(695)
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(39,936)
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Accumulated
earnings (deficit)
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(6,547,778)
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13,418,501
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18,959
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f
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6,889,682
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Total
Stockholders' equity
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1,810,307
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9,589,882
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18,959
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11,419,149
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Total
liabilities and Stockholders' equity
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$4,637,947
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$11,983,132
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$(1,000,000)
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$15,621,079
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EXHIBIT 99.2
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CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS
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For the three months ended September 30, 2016
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Concierge Technologies
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Wainwright Holdings
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Pro Forma Adjustments
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Notes
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Pro Forma Combined
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Net revenue
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$2,095,232
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$6,367,944
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$8,463,176
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Cost of revenue
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1,126,502
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1,126,502
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Gross profit
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968,730
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6,367,944
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-
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7,336,674
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Operating expense
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General
& administrative expense
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1,033,266
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3,769,607
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4,802,873
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Total
operating expenses
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1,033,266
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3,769,607
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-
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4,802,873
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Operating
Income (Loss)
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(64,536)
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2,598,337
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2,533,801
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Other income (expense)
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Other
income (expense)
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4,916
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4,916
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Interest
income (expense)
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(13,256)
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10,279
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e
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(2,977)
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Total other income (expense)
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(8,340)
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-
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10,279
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1,939
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Net Income (Loss) before income taxes
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(72,876)
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2,598,337
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10,279
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2,535,740
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Provision
of income taxes
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(43,380)
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(1,001,055)
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(1,044,435)
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Net Income (Loss)
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$(116,256)
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$1,597,282
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$10,279
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$1,491,305
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Other Comprehensive Gain (Loss)
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Foreign
currency translation loss
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(9,738)
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(9,738)
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Other
comprehensive loss
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(15)
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(15)
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Comprehensive
Gain (Loss)
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$(125,994)
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$1,597,267
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$1,481,552
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Weighted average shares of common stock
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Basic
& Diluted
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67,953,870
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818,799,976
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886,753,846
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Diluted
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67,953,870
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-
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1,080,969,496
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1,148,923,366
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Net income (loss) per common share
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Basic
& Diluted
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$(0.00)
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$0.00
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Diluted
|
|
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$0.00
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EXHIBIT 99.2
Concierge Technologies, Inc. and Subsidiaries
Notes to Unaudited Pro-Forma Condensed
Combined Consolidated Financial Statements
Note
1 – Description of the Transactions
On
September 19, 2016 Concierge Technologies, Inc. (the
“Company”) entered into a Stock Purchase Agreement with
Wainwright Holdings, Inc. (“Wainwright”) and certain
shareholders of Wainwright (the “Wainwright Sellers”)
wherein the Wainwright Sellers would sell their shares in
Wainwright to the Company in exchange for a combination of the
Company’s Preferred Stock and Common Stock. The Agreement provides that, subject to
certain conditions, the Company will offer the remaining holders of
Wainwright Common stock the opportunity to become a party to the
Agreement and sell the shares of Wainwright Common Stock held by
them on the terms set forth in the Agreement. All such shareholders
have agreed to sell and have been included in the
Agreement.
All holders of Wainwright Common Stock
are now parties to the Agreement and the conditions to closing
under the Agreement are satisfied. The Company has, or will, issue,
in exchange for the Wainwright Common Stock: (i) 818,799,976
shares of Company Common Stock, and (ii) 9,354,119 shares of
Company Preferred Stock (which preferred shares are convertible
into 187,082,377 shares of Company Common Stock) (the foregoing (i)
and (ii) referred to collectively as the “Concierge
Shares”).
Note
2 – Basis of Presentation
The unaudited condensed combined pro forma consolidated financial
statements for the three-months ended September 30, 2016 are based
upon the previously filed unaudited financial statements of the
Company for the three-month period ended September 30, 2016 and the
unaudited financial statements of Wainwright for the nine-month
period ended September 30, 2016. The unaudited pro forma condensed
combined financial information was prepared under United States
Generally Accepted Accounting Principles
(“GAAP”).
For financial reporting purposes, the transaction constituted a
transfer of assets between entities under common control and was
accounted for in a manner similar to the pooling of interests
method of accounting. Under this method, the carrying amount of net
assets recognized in the consolidated balance sheets of each
combining entity are carried forward to the consolidated balance
sheet of the combined entity and no other assets or liabilities are
recognized.
Note
3 – Unaudited Pro Forma Adjustments
The pro forma adjustments are based on our preliminary estimates
and assumptions that are subject to change. Pro forma adjustments
are necessary to reflect the total purchase price of Wainwright
Holdings, Inc.
Adjustments included under the column headings “Pro Forma
Adjustments” represent the following:
a.
To eliminate
intercompany debt represented by an aggregate of $1,000,000 in
notes due Wainwright Holdings by Concierge
b.
To record the par
value of Series B Preferred Stock issued in the transaction:
$9,354
c.
To record the par
value of Common Stock issued in the transaction:
$818,800
d.
To eliminate the
capital stock in Wainwright and record as additional paid in
capital: $17
e.
To eliminate
interest expense for amounts due Wainwright by Concierge:
$10,279.45
f.
To eliminate
accrued interest payable to Wainwright by Concierge:
$18,959
g.
To eliminate the
treasury stock of Wainwright and adjust against Additional Paid in
Capital of Concierge: $5,389,064