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Related-Party Transactions
12 Months Ended
Dec. 31, 2017
Related Party Transactions [Abstract]  
Related-Party Transactions

15. RELATED-PARTY TRANSACTIONS

Substantially all of the Company’s television stations are Univision- or UniMás-affiliated television stations. The network affiliation agreement with Univision provides certain of the Company’s owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets.  Under the network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by Univision.

Under the network affiliation agreement, Univision acts as the Company’s exclusive third-party sales representative for the sale of certain national advertising on the Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to Univision relating to sales of all advertising for broadcast on its Univision- and UniMás-affiliate television stations.

The Company also generates revenue under two marketing and sales agreements with Univision, which give it the right to manage the marketing and sales operations of Univision-owned Univision affiliates in six markets – Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C.

At December 31, 2017, 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. As the holder of all of the Company’s issued and outstanding Class U common stock, so long as Univision holds a certain number of shares, the Company may not, without the consent of Univision, merge, consolidate or enter into another business combination, dissolve or liquidate the Company or dispose of any interest in any Federal Communications Commission, or FCC, license for any of the Company’s Univision-affiliated television stations, among other things. 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.

On October 2, 2017, the Company entered into a new affiliation agreement which superseded and replaced its prior affiliation agreements with Univision.  Additionally, on the same date, the Company entered into a new proxy agreement and new marketing and sales agreements with Univision, each of which superseded and replaced the prior comparable agreements with Univision.  The term of each of these new agreements expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations, except that each new agreement will expire on December 31, 2021 with respect to the Company’s Univision and UniMás network affiliate stations in Orlando, Tampa and Washington, D.C. 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. During the years ended December 31, 2017 and 2016, retransmission consent revenue accounted for approximately $31.4 million and $29.6 million, respectively, of which $30.0 million and $27.8 million, respectively, relate to the Univision proxy agreement. 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.

 

The following tables reflect the related-party balances with Univision and other related parties (in thousands):

 

 

 

Univision

 

 

Other

 

 

Total

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Trade receivables

 

$

4,653

 

 

$

7,357

 

 

$

 

 

$

 

 

$

4,653

 

 

$

7,357

 

Other current assets

 

 

 

 

 

 

 

 

274

 

 

 

274

 

 

 

274

 

 

 

274

 

Intangible assets subject to amortization, net (2)

 

 

9,555

 

 

 

11,598

 

 

 

 

 

 

 

 

 

9,555

 

 

 

11,598

 

Accounts payable

 

$

2,430

 

 

$

3,768

 

 

$

118

 

 

$

118

 

 

$

2,548

 

 

$

3,886

 

 

 

 

 

Univision

 

 

 

 

2017

 

 

2016

 

 

2015

 

Direct operating expenses (1)

 

 

$

9,494

 

 

$

10,302

 

 

$

9,306

 

Amortization

 

 

 

2,043

 

 

 

2,320

 

 

 

2,321

 

 

(1)

Consists primarily of national representation fees paid to Univision.

(2)

Consists of the Univision affiliation agreement

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, 2017, 2016 and 2015 these balances totaled $3.9 million, $3.2 million and $3.0 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.