Equity Investment |
6 Months Ended |
|---|---|
Sep. 30, 2017 | |
| Investments, Debt and Equity Securities [Abstract] | |
| Equity Investment |
NOTE 4 — EQUITY INVESTMENT
Investment in Gosling-Castle Partners Inc., consolidated
In March 2017, the Company entered into a Stock Purchase Agreement (“Purchase Agreement”) with Gosling’s Limited (“GL”) and E. Malcolm B. Gosling (“Gosling,” and together with GL, the “Sellers”). Pursuant to the terms of the Purchase Agreement, the Company acquired an additional 201,000 shares (the “GCP Share Acquisition”) of the common stock of GCP, representing a 20.1% equity interest in GCP. GCP is a strategic global export venture between the Company and the Gosling family. As a result of the completion of the GCP Share Acquisition, the Company’s total equity interest in GCP increased to 80.1%. The consideration for the GCP Share Acquisition was (i) $20,000,000 in cash and (ii) 1,800,000 shares of common stock of the Company.
The Company accounted for this transaction in accordance with ASC 810 “Consolidation,” and in particular section 810-10-45. Under the relevant guidance, a parent accounts for such changes in its ownership interest in a subsidiary as equity transactions. The parent cannot recognize a gain or loss in consolidated net income or comprehensive income for such transactions and is not permitted to step up a portion of the subsidiary’s net assets to fair value for the additional interests acquired. Any difference between the fair value of the consideration paid and the amount by which the noncontrolling interest is adjusted shall be recognized in equity attributable to the parent. As a result, the Company reduced the carrying amount of the noncontrolling interest by $2,232,824, with the $20,215,176 excess of the cash and stock paid over the adjustment to the carrying amount of the noncontrolling interest recognized as a decrease in the Company’s additional paid-in capital.
For the three months ended September 30, 2017 and 2016, GCP had pretax net income on a stand-alone basis of $1,425,534 and $1,005,101, respectively. The Company allocated a portion of this net income, or $283,681 and $402,040, to non-controlling interest for the three months ended September 30, 2017 and 2016, respectively. For the six months ended September 30, 2017 and 2016, GCP had pretax net income on a stand-alone basis of $1,851,541 and $1,641,204, respectively. The Company allocated a portion of this net income, or $368,457 and $656,482, to non-controlling interest for the three months ended September 30, 2017 and 2016, respectively. The cumulative balance allocated to noncontrolling interests in GCP was $2,842,994 and $2,479,512 at September 30 and March 31, 2017, respectively, as shown on the accompanying condensed consolidated balance sheets.
Investment in Copperhead Distillery Company, equity method
In June 2015, CB-USA purchased 20% of Copperhead Distillery Company (“Copperhead”) for $500,000. Copperhead owns and operates the Kentucky Artisan Distillery. The investment was part of an agreement to build a new warehouse to store Jefferson’s bourbons, provide distilling capabilities using special mash-bills made from locally grown grains and create a visitor center and store to enhance the consumer experience for the Jefferson’s brand. The investment has been used for the construction of a new warehouse in Crestwood, Kentucky dedicated to the storage of Jefferson’s whiskies. In September 2017, CB-USA purchased an additional 5% of Copperhead for $156,000 from an existing shareholder. Copperhead owns and operates the Kentucky Artisan Distillery. The Company has accounted for this investment under the equity method of accounting. For the three months ended September 30, 2017 and 2016, the Company recognized $29,846 and $18,837 of income from this investment, respectively. For the six months ended September 30, 2017 and 2016, the Company recognized $71,595 and $23,320 of income from this investment, respectively. The investment balance was $797,691 and $570,097 at September 30 and March 31, 2017, respectively. |