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Related Party Transactions
9 Months Ended
Sep. 30, 2018
Related Party Transactions [Abstract]  
Related Party Transactions
Related Party Transactions

As of September 30, 2018 and December 31, 2017, Anheuser-Busch, LLC ("A-B") owned approximately 31.3% and 31.4%, respectively, of our outstanding common stock.

Transactions with A-B, Ambev and Anheuser-Busch Worldwide Investments, LLC (“ABWI”)
In December 2015, we partnered with Ambev, the Brazilian subsidiary of Anheuser-Busch InBev SA, to distribute Kona beers into Brazil. In August 2016, we also entered into an International Distribution Agreement with ABWI, an affiliate of A-B, pursuant to which ABWI distributes our malt beverage products in jurisdictions outside the United States, subject to the terms and conditions of our prior agreement with our other international distributor, CraftCan Travel LLC, and certain other limitations.

Contract Brewing Arrangement with Anheuser-Busch Companies, LLC ("ABC")
On January 30, 2018, we entered into a Contract Brewing Agreement (the “Brewing Agreement”) with ABC, an affiliate of A-B, pursuant to which we brew, package, and palletize certain malt beverage products of A-B's craft breweries at our Portland, Oregon, and Portsmouth, New Hampshire, breweries as selected by ABC. Under the terms of the Brewing Agreement, ABC pays us a per barrel fee that varies based on the annual volume of the specified product brewed by us, plus (a) our actual incremental costs of brewing the product and (b) certain capital costs and costs of graphics and labeling that we incur in connection with the brewed products.

The Brewing Agreement will expire on December 31, 2018, unless the arrangement is extended at the mutual agreement of the parties. The Brewing Agreement contains specified termination rights, including, among other things, the right of either party to terminate the Brewing Agreement if (i) the other party fails to perform any material obligation under the Brewing Agreement or any other agreement between the parties, subject to certain cure rights, or (ii) the Master Distributor Agreement is terminated.

Transactions with A-B, Ambev, ABWI and ABC consisted of the following (in thousands):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Gross sales to A-B and Ambev
$
41,737

 
$
46,147

 
$
129,588

 
$
127,932

International distribution fee earned from ABWI
850

 
850

 
2,550

 
2,550

International distribution fee from ABWI, recorded in Deferred revenue
650

 
400

 
1,950

 
1,200

Contract Brewing fee earned from ABC
821

 

 
1,679

 

Margin fee paid to A-B, classified as a reduction of Sales
601

 
649

 
1,806

 
1,806

Inventory management and other fees paid to A-B, classified in Cost of sales
97

 
97

 
287

 
289

Media and other reimbursement from A-B, classified as a reduction of Selling, general and administrative expenses
192

 
221

 
192

 
295


Amounts due to or from A-B and ABWI were as follows (in thousands):
 
September 30,
2018
 
December 31,
2017
Amounts due from A-B related to beer sales pursuant to the A-B distributor agreement
$
15,667

 
$
15,663

Amounts due from ABWI and A-B related to international distribution fee
4,500

 
5,000

Refundable deposits due to A-B
(2,483
)
 
(1,619
)
Amounts due to A-B for services rendered
(9,109
)
 
(4,836
)
Net amount due from A-B and ABWI
$
8,575

 
$
14,208





Transactions with Wynwood Brewing Co. ("Wynwood")
As of September 30, 2018 and December 31, 2017, we owned a 24.5% interest in Wynwood. The carrying value of our investment was $2.0 million as of September 30, 2018.

Transactions with Wynwood consisted of the following (in thousands):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Master distributor fee earned
$
3

 
$
3

 
$
22

 
$
3

Royalty fee paid

 
31

 

 
31

Brewery representative reimbursement, classified as a reduction of Selling, general and administrative expenses

 
42

 

 
42

Share of loss, classified as a component of Other income (expense), net
22

 
37

 
44

 
37

Refund of investment, classified as a reduction in the carrying value of the equity method investment

 

 
23

 


Amounts due to or from Wynwood were as follows (in thousands):
 
September 30,
2018
 
December 31,
2017
Amounts receivable related to raw materials and alternating proprietorship fees
$
277

 
$
148

Amounts receivable related to Brewery representative reimbursements

 
32

Amounts due related to purchases of beer pursuant to the distributor agreement
(206
)
 
(116
)
Amounts due related to Royalty fees

 
(4
)
Net amount receivable
$
71

 
$
60



Operating Leases
We lease our headquarters office space, restaurant and storage facilities located in Portland, land and certain equipment from two limited liability companies, both of whose members include our former Board Chair, who is also a significant shareholder, and his brother, who continues to be employed by us. Lease payments to these lessors were as follows (in thousands) and are included in the Rent expense under all operating leases above:
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
2018
 
2017
 
2018
 
2017
$
41

 
$
26

 
$
123

 
$
87



We hold lease and sublease obligations for certain office space and the land underlying the brewery and pub location in Kona, Hawaii, with a company whose owners include a shareholder who owns more than 5% of our common stock. The sublease contracts expire on various dates through 2020, with an extension at our option for two five-year periods. Lease payments to this lessor were as follows (in thousands) and are included in the Rent expense under all operating leases above:
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
2018
 
2017
 
2018
 
2017
$
145

 
$
143

 
$
435

 
$
431