Note 13 - Business Combinations

3 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Business Combination Disclosure [Text Block]

NOTE 13 . BUSINESS COMBINATIONS

On

March 11, 2020

our wholly-owned subsidiary Gourmet Foods entered into a Stock Purchase Agreement to acquire all the issued and outstanding shares of Printstock Products Limited (“Printstock”), a New Zealand private company located in Napier, New Zealand. Printstock is a printer of wrappers distributed to food manufacturers primarily within New Zealand and limited export to Australia. The company will be operated as a subsidiary of Gourmet Foods and is expected to incrementally reduce the cost of goods sold through reduction in the cost of wrappers purchased by Gourmet Foods by elimination of inter-company profit while increasing overall revenues and profits to Gourmet Foods on a consolidated basis through inclusion of Printstock operations. The purchase price was agreed to be

NZ$1.9

million subject to adjustment within

90

days of the closing date. The transaction closed on

July 1, 2020

with a payment of

NZ$1.5M

and an estimated final payment due of

NZ$420,552

 on

September 30, 2020.

The initial payment was funded, in part, by a loan of

NZ$715,000

(

US$465,101

) by Concierge on

June 26, 2020.

As of

October 5, 2020,

agreement had been reached on the final adjustments to the purchase price and the final payment was made. As a result, management was able to complete its purchase price allocation as follows. Included in the allocation are estimated deferred income tax liabilities of

US$68,061

pertaining to the increase in the value of fixed assets above their book value and the acquired intangible assets. The amounts have been translated to US currency as of the acquisition date,

July 1, 2020.

Item	Amount
Cash in bank	$	118,774
Accounts receivable		384,222
Prepayments/deposits		1,372
Inventories		509,796
Operating lease right of use asset		201,699
Plant, property and equipment		401,681
Intangible assets		134,965
Goodwill		127,683
Deferred tax liability		(68,061	)
Assumed lease liabilities		(201,699	)
Accounts payable and accrued expenses		(376,112	)
Total Purchase Price	$	1,234,320

Supplemental Pro Forma Information (Unaudited)

The following unaudited supplemental pro forma information for the

three

months ended

September 30, 2019,

assumes the acquisition of Printstock had occurred as of

July 1, 2019,

giving effect on a pro forma basis to purchase accounting adjustments such as depreciation of property and equipment, amortization of intangible assets, and acquisition related costs. The pro forma data is for informational purposes only and

may

not

necessarily reflect the actual results of operations had Printstock been operated as part of the company since

July 1, 2019.

Furthermore, the pro forma results do

not

intend to predict the future results of operations of the Company.

	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019
	Actual		Pro Forma
Net revenues	$	10,745,057	$	6,722,930
Net income	$	2,219,434	$	75,972
Basic earnings per share	$	0.06	$	0.00
Diluted earnings per share	$	0.06	$	0.00