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Related Party Transactions
12 Months Ended
Dec. 31, 2017
Related Party Transactions  
Related Party Transactions

Note 2. Related Party Transactions

        The Company has various agreements with MVS, a Mexican media and television conglomerate, which has directors and stockholders in common with the Company as follows:

 

 

 

    

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An agreement through August 1, 2017, pursuant to which MVS provides Cinelatino with satellite and support services including origination, uplinking and satellite delivery of two feeds of Cinelatino's channel (for U.S. and Latin America), master control and monitoring, dubbing, subtitling and close captioning, and other support services (the "Satellite and Support Services Agreement"). This agreement was amended on May 20, 2015, to expand the services MVS provides to Cinelatino to include commercial insertion and editing services to support advertising sales on Cinelatino's U.S. feed. We continue to operate under the terms of this agreement while we negotiate the renewal. Expenses incurred under this agreement are included in cost of revenues in the accompanying consolidated statements of operations. Total expenses incurred were $2.6 million, $2.6 million and $2.3 million for the years ended December 31, 2017, 2016 and 2015, respectively, and are included in cost of revenues. 

    

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A ten-year master license agreement through July 2017, which grants MVS the non-exclusive right (except with respect to pre-existing distribution arrangements between MVS and third party distributors that were effective at the time of the consummation of our initial public offering) to duplicate, distribute and exhibit Cinelatino's service via cable, satellite or by any other means in Latin America and in Mexico to the extent that Mexico distribution is not owned by MVS. In February 2016, MVS terminated the agreement. We continued to operate under the terms of the terminated agreement through December 31, 2016. As of January 1, 2017, we assumed the management of all the rights for Latin American third party distributors, and MVS retained the non-exclusive right in Mexico. Pursuant to the agreement, Cinelatino receives revenue net of MVS's distribution fee, which is presently equal to 13.5% of all license fees collected from third party distributors managed by MVS. Total revenues recognized were $1.6 million, $4.0 million and $5.1 million for the years ended December 31, 2017, 2016 and 2015, respectively. 

    

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An affiliation agreement through August 1, 2017 for the distribution and exhibition of Cinelatino's programming service through Dish Mexico (dba Comercializadora de Frecuencias Satelitales, S. de R.L. de C.V.), an MVS affiliate that transmits television programming services throughout Mexico. We continue to operate under the terms of this agreement while we negotiate the renewal. Total revenues recognized were $2.1 million, $2.2 million and $2.0 million for the years ended December 31, 2017, 2016 and 2015, respectively.

        Amounts due from MVS pursuant to the agreements noted above, amounted to $2.2 million and $1.5 million at December 31, 2017 and 2016, respectively, and are remitted monthly. Amounts due to MVS pursuant to the agreements noted above amounted to $1.9 million and $0.5 million at December 31, 2017 and 2016, respectively, and are remitted monthly.

        We renewed the three-year consulting agreement effective April 9, 2016 with James M. McNamara, a member of the Company's board of directors, to provide the development, production and maintenance of programming, affiliate relations, identification and negotiation of carriage opportunities, and the development, identification and negotiation of new business initiatives including sponsorship, new channels, direct-to-consumer programs and other interactive initiatives. Total expenses incurred under these agreements are included in selling, general and administrative expenses and amounted to $0.5 million, $0.6 million, and $0.7 million for the years ended December 31, 2017, 2016, and 2015, respectively. No amounts were due to this related party at December 31, 2017 and 2016.

        We have entered into programming agreements with Panamax Films, LLC ("Panamax"), an entity owned by James M. McNamara for the licensing of three specific movie titles. Expenses incurred under this agreement are included in cost of revenues in the accompanying consolidated statements of operations, and amounted to $0.0 million for each of the years ended December 31, 2017, 2016 and 2015. At December 31, 2017 and 2016, $0.1 million is included in other assets in the accompanying consolidated balance sheets as programming rights related to these agreements.

        During 2013, we engaged Pantelion to assist in the licensing of a feature film in the United States. Pantelion is a joint venture made up of several organizations, including Panamax, Lionsgate Films Inc. ("Lionsgate") and Grupo Televisa. Panamax is owned by James M. McNamara, who is also the Chairman of Pantelion. We agreed to pay to Pantelion, in connection with their services, up to 12.5% of all "licensing revenues". Total licensing revenues are included in net revenues in the accompanying consolidated statements of operations and amounted to $0.1 million for each of the years ended December 31, 2017 and 2016, and $0.0 million for the year ended December 31, 2015. Total expenses incurred are included in cost of revenues in the accompanying consolidated statements of operations and amounted to $0.0 for each of the years ended December 31, 2017, 2016, and 2015. There were no amounts due to Pantelion at December 31, 2017 and 2016.

        We entered into agreements to license the rights to motion pictures from Lionsgate for a total license fee of $1.0 million. Some of the titles are owned or controlled by Pantelion, for which Lionsgate acts as Pantelion's exclusive licensing agent. Fees paid by Cinelatino to Lionsgate may be remunerated to Pantelion in accordance with their financial arrangements. Expenses incurred under this agreement are included in cost of revenues in the accompanying consolidated statements of operations, and amounted to $0.3 million for the years ended December 31, 2017 and 2016, respectively, and $0.0 million for the year ended December 31, 2015. At December 31, 2017 and 2016, $0.1 million and $0.3 million, respectively, is included in programming rights, related to these agreements, in the accompanying consolidated balance sheets.

        We entered into an agreement to purchase the rights to motion pictures from Frontera Productions, LLC. One of our former Board members, holds an equity stake in this entity. The total license fee is $0.1 million. Expenses incurred under this agreement are included in cost of revenues in the accompanying consolidated statements of operations, and amounted to $0.0 million for the year ended December 31, 2017. At December 31, 2017, $0.0 million is included in programming rights related to this agreement, in the accompanying consolidated balance sheet. There was no amount due to this related party as of December 31, 2017.

        We entered into a services agreement with InterMedia Advisors, LLC ("IMA") which has officers, directors and stockholders in common with the Company for services including, without limitation, office space and operational support pursuant to a reimbursement agreement with IMA's affiliate, InterMedia Partners VII, L.P. Expenses incurred under this agreement are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and amounted to $0.1 million for each of the years ended December 31, 2017 and 2016, respectively, and $0.0 million for the year ended December 31, 2015. The amounts due from this related party amounted to $0.0 million and $0.1 million as of December 31, 2017 and 2016, respectively.