Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

Related Party Transactions
12 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]
As described in Note 5, prior to January 2, 2019, the Company owned a 60% controlling interest in a joint venture formed with Swire, which is a related party. The joint venture arrangement involved Transition Services Agreements ("TSAs") with Swire, under which Swire provided administrative and information technology services to the joint venture. The joint venture incurred service fees, valued under the TSAs at Swire's cost of approximately $202,000, $1,006,000 and $3,294,000 for the years ended December 31, 2018, 2017 and 2016, respectively. These fees are included in SG&A expenses on the Consolidated Statements of Operations. In addition, the joint venture paid Swire sourcing fees related to the purchase of certain inventory. These sourcing fees were capitalized into Inventories and charged to Cost of sales as the inventories were sold.
In 2014, both the Company and Swire funded long-term loans to the joint venture. In June 2017, the Company repaid these loans, including the note with Swire in the principal amount of RMB 97,600,000 (approximately US$14,236,000). Interest expense related to this note was approximately $429,000 and $1,041,000 for the years ended December 31, 2017 and 2016, respectively.
As of December 31, 2018 and 2017, net payables to Swire for service fees, interest expense and miscellaneous expenses totaled approximately $12,000 and $89,000, respectively, and were included in Accounts payable in the Consolidated Balance Sheets.
In addition to the transactions described above, Swire is also a third-party distributor of the Company's brands in certain regions outside of mainland China and purchases products from the Company under the Company's standard third-party distributor terms and pricing.
The China joint venture declared a cash dividend of approximately RMB 341,347,000 (approximately US $53,330,000 in June 2018 to stockholders of record as of June 14, 2018 and paid the dividend in the third quarter of 2018. The dividend paid to Swire was approximately RMB136,539,000 (approximately US$21,332,000 at the date of declaration, which equated to approximately US$19,949,000 on the date of payment). The dividend paid to the Company of approximately$31,998,000 was eliminated in consolidation. In addition, in September 2018, the Company and Swire entered into an Equity Interest Transfer Agreement, in which the Company committed to buy out the 40% non-controlling interest in the joint venture. The buyout was subject to various terms and conditions. As part of the buyout arrangement, the Company placed approximately $13,970,000 in an escrow account as a portion of the funds needed to complete the buyout anticipated in early 2019. The escrow account is shown as Restricted cash on the Consolidated Balance Sheets at December 31, 2018.
On January 2, 2019, the buyout transaction closed. Pursuant to the terms of the buyout arrangement, the escrow balance of approximately $13,970,000 was paid to Swire. A remaining payment amount due to Swire will be determined during the first quarter of 2019, based on the final outcome of certain accounting estimates associated with the China joint venture as of December 31, 2018. As a result of the buyout, beginning with the first quarter of 2019, the consolidated financial statements of the Company will not separately reflect amounts related to the non-controlling interest.