14. RELATED-PARTY
TRANSACTIONS
Univision
provides network compensation to the Company and acts as the
Company’s exclusive sales representative for the sale of all
national advertising aired on Univision-affiliate television
stations.
At
December 31, 2013 Univision owns approximately 10% of the
Company’s common stock on a fully-converted basis.
The Class U common stock
has limited voting rights and does not include the right to elect
directors. However, as the holder of all of the Company’s
issued and outstanding Class U common stock, Univision currently
has the right to approve any merger, consolidation or other
business combination involving the Company, any dissolution of the
Company and any assignment of the Federal Communications
Commission, or FCC, licenses for any of the Company’s
Univision-affiliated television stations. Each share of Class U
common stock is automatically convertible into one share of the
Company’s Class A common stock (subject to adjustment
for stock splits, dividends or combinations) in connection with any
transfer to a third party that is not an affiliate of
Univision.
In August 2008, the Company
entered into a proxy agreement with Univision pursuant to which the
Company granted to Univision the right to negotiate the terms of
retransmission consent agreements for its Univision- and
UniMás-affiliated television station signals for a term of six
years, expiring in December 2014. Among other things, the proxy
agreement provides terms relating to compensation to be paid to the
Company by Univision with respect to retransmission consent
agreements entered into with MVPDs. The term of the proxy agreement
extends with respect to any MVPD for the length of the term of any
retransmission consent agreement in effect before the expiration of
the proxy agreement. It is also our current intention to negotiate
with Univision an extension of the current proxy agreement or a new
proxy agreement; however, no assurance can be given regarding the
terms of any such extension or new agreement or that any such
extension or new agreement will be entered into.
The following
tables reflect the related-party balances with Univision and other
related parties (in thousands):
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Univision |
|
|
Other |
|
|
Total |
|
|
|
2013 |
|
|
2012 |
|
|
2013 |
|
|
2012 |
|
|
2013 |
|
|
2012 |
|
Trade
receivables
|
|
$ |
7,102 |
|
|
$ |
4,916 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
7,102 |
|
|
$ |
4,916 |
|
Other current
assets
|
|
|
— |
|
|
|
— |
|
|
|
274 |
|
|
|
274 |
|
|
|
274 |
|
|
|
274 |
|
Intangible assets subject
to amortization, net
|
|
|
18,559 |
|
|
|
20,880 |
|
|
|
— |
|
|
|
— |
|
|
|
18,559 |
|
|
|
20,880 |
|
Advances payable
|
|
|
— |
|
|
|
— |
|
|
|
118 |
|
|
|
118 |
|
|
|
118 |
|
|
|
118 |
|
Accounts payable
|
|
$ |
3,994 |
|
|
$ |
3,576 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,994 |
|
|
$ |
3,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Univision |
|
|
Other |
|
|
Total |
|
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
Direct operating expenses
(1)
|
|
$ |
10,322 |
|
|
$ |
10,599 |
|
|
$ |
8,373 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
10,322 |
|
|
$ |
10,599 |
|
|
$ |
8,373 |
|
Amortization
|
|
|
2,321 |
|
|
|
2,633 |
|
|
|
3,617 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,321 |
|
|
|
2,633 |
|
|
|
3,617 |
|
Interest expense
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
30 |
|
|
|
— |
|
|
|
— |
|
|
|
30 |
|
(1) |
Consists primarily of
national representation fees paid to Univision. |
In addition,
the Company also had accounts receivable from third parties in
connection with a joint sales agreement between the Company and
Univision. As of December 31, 2013, 2012 and 2011 these
balances totaled $2.8 million, $2.3 million and $2.2 million,
respectively.
In May 2007,
the Company entered into an affiliation agreement with LATV
Networks, LLC (“LATV”). Pursuant to the affiliation
agreement, the Company will broadcast programming provided to the
Company by LATV on one of the digital multicast channels of certain
of the Company’s television stations. Under the affiliation
agreement, there are no fees paid for the carriage of programming,
and the Company generally retains the right to sell approximately
five minutes per hour of available advertising time. Walter F.
Ulloa, the Company’s Chairman and Chief Executive Officer, is
a director, officer and principal stockholder of LATV.