ATVI » Topics » 11. Related-Party Transactions

These excerpts taken from the ATVI 8-K filed Nov 5, 2008.

10. Related-Party Transactions

 

During the normal course of operations, Vivendi Games enters into certain transactions with Vivendi and its affiliates.

 

Vivendi maintains a centralized cash management pool from which Vivendi Games borrows and lends cash on a daily basis. Net cash transfers, under the cash pooling agreement, are included in owner’s equity as part of net transfers to Vivendi.  Vivendi charges Vivendi Games interest on the cumulative net cash transfers and such charges are included in interest, net (from) to Vivendi in the accompanying consolidated statements of operations. Net interest earned from Vivendi for the six months ended June 30, 2008 was $4.2 million, and net interest expense of $3.3 million for the six months ended June 30, 2007 was incurred.

 

Annual overhead and support costs were allocated to Vivendi Games by Vivendi to approximate management leadership, treasury, legal, tax, insurance and other similar service-based support functions incurred on Vivendi Games’ behalf. These costs amounted to approximately $1.7 million and $1.5 million during the six months ended June 30, 2008 and 2007, respectively. These allocations are included in the accompanying consolidated statements of operations as general and administrative expense.

 

For the six months ended June 30, 2008 and 2007, a management fee of approximately $1.2 million and $1.3 million, respectively, was allocated to Vivendi Games from Vivendi for shared-employee costs and other general corporate support functions incurred on Vivendi Games’ behalf. This allocation is included in the accompanying consolidated statements of operations as general and administrative expense.

 

As of December 31, 2007 and in the normal course of business, Vivendi has guaranteed (i) Vivendi Games’ obligations under certain property leases totaling $46.1 million, and (ii) payment to certain inventory vendors of up to approximately $33.0 million (based on exchange rates as of December 31, 2007). Property lease obligations are included in the table in Note 8. Payables related to inventory purchases are included in accounts payable in the accompanying consolidated balance sheets.

 

Vivendi Games has entered into agreements with certain affiliates for the physical distribution of boxed product sales for certain territories outside North America.

 

11. Related-Party Transactions

 

During the normal course of operations, Vivendi Games enters into certain transactions with Vivendi and its affiliates.

 

Vivendi maintains a centralized cash management pool from which Vivendi Games borrows and lends cash on a daily basis. Net cash transfers, under the cash pooling agreement, are included in owner’s equity as part of net transfers to Vivendi. Vivendi charges Vivendi Games interest on the cumulative net cash transfers and such charges are included in interest, net (to Vivendi) in the accompanying consolidated statements of operations. Net interest charged by Vivendi for the years ended December 31, 2007, 2006 and 2005 was $3.0 million, $18.1 million and $14.5 million, respectively.

 

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Annual overhead and support costs were allocated to Vivendi Games by Vivendi to approximate management leadership, treasury, legal, tax and other similar service-based support functions incurred on Vivendi Games’ behalf. These costs amounted to $3.1 million, $1.3 million and $1.3 million in 2007, 2006 and 2005, respectively. These allocations are included in the accompanying consolidated statements of operations as general and administrative expense.

 

For the years ended December 31, 2007, 2006 and 2005, a management fee of approximately $2.7 million, $3.4 million and $2.9 million, respectively, was allocated to Vivendi Games from Vivendi for insurance, share-employee costs and other general corporate support functions incurred on Vivendi Games’ behalf. This allocation is included in the accompanying consolidated statements of operations as general and administrative expense.

 

In the normal course of business, Vivendi has guaranteed (i) Vivendi Games’ obligations under certain property leases totaling $46.1 million, and (ii) payment to certain inventory vendors of up to approximately $33.0 million (based on exchange rates as of December 31, 2007). Property lease obligations are included in the table in Note 9. Payables related to inventory purchases are included in accounts payable in the accompanying consolidated balance sheets.

 

For the years ended December 31, 2007, 2006 and 2005, Vivendi Games recognized royalty expenses related to properties licensed from Universal Entertainment of approximately $0.9 million, $1.7 million and $1.6 million, respectively. Royalties are included in the accompanying consolidated statements of operations as cost of sales. Royalty amounts due to Universal Entertainment are not material.

 

Vivendi Games has entered into agreements with certain affiliates for the physical distribution of boxed product sales for certain territories outside North America.

 

11. Related-Party Transactions

 

During the normal course of operations, Vivendi Games enters into certain transactions with Vivendi and its affiliates.

 

Vivendi maintains a centralized cash management pool from which Vivendi Games borrows and lends cash on a daily basis. Net cash transfers, under the cash pooling agreement, are included in owner’s equity as part of net transfers to Vivendi. Vivendi charges Vivendi Games interest on the cumulative net cash transfers and such charges are included in interest, net (to Vivendi) in the accompanying consolidated statements of operations. Net interest charged by Vivendi for the nine months ended September 30, 2007 and 2006 was $3.5 million and $13.0 million, respectively, and was $18.1 million, $14.5 million and $12.0 million for the years ended December 31, 2006, 2005 and 2004, respectively.

 

Annual overhead and support costs were allocated to Vivendi Games by Vivendi to approximate management leadership, treasury, legal, tax and other similar service-based support functions incurred on Vivendi Games’ behalf. These costs amounted to approximately $2.2 million and $1.3 million during the nine months ended September 30, 2007 and 2006, respectively, and amounted to approximately $1.3 million, $1.3 million and $2.2 million in 2006, 2005 and 2004, respectively. These allocations are reflected in the accompanying consolidated statements of operations as a component of general and administrative expense.

 

For the nine months ended September 30, 2007 and 2006, a management fee of approximately $1.9 million and $1.4 million was allocated to Vivendi Games from Vivendi for insurance, share-employee costs and other general corporate support functions incurred on Vivendi Games’ behalf. For the years ended December 31, 2006, 2005, and 2004, $3.4 million, $2.9 million, and $3.6 million, respectively, was allocated to Vivendi Games from Vivendi. This allocation is included in the accompanying consolidated statements of operations as general and administrative expense.

 

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In the normal course of business, Vivendi has guaranteed (i) Vivendi Games’ obligations under certain property leases, and (ii) payment to certain inventory vendors of up to approximately $68.2 million (based on the applicable exchange rate as of September 30, 2007). Property lease obligations are included in the five-year payout schedule discussed in Note 9. Payables related to inventory purchases are included in accounts payable in the accompanying consolidated balance sheets.

 

For the nine months ended September 30, 2007 and 2006, Vivendi Games recognized royalty expenses related to properties licensed from Universal Entertainment of approximately $1.1 million and $1.7 million, respectively. For the years ended December 31, 2006, 2005 and 2004, Vivendi Games recognized royalty expenses related to properties licensed from Universal Entertainment of approximately $1.7 million, $1.6 million and $6.5 million, respectively. Royalties are included in the accompanying consolidated statements of operations as cost of sales. Royalty amounts due to Universal Entertainment are not material.

 

Vivendi Games has entered into agreements with certain affiliates for the physical distribution of boxed product sales for certain territories outside North America.

 

11. Related-Party Transactions

 

During the normal course of operations, Vivendi Games enters into certain transactions with Vivendi and its affiliates.

 

Vivendi maintains a centralized cash management pool from which Vivendi Games borrows and lends cash on a daily basis. Net cash transfers, under the cash pooling agreement, are included in owner’s equity as part of net transfers to Vivendi. Vivendi charges Vivendi Games interest on the cumulative net cash transfers and such charges are included in interest, net (from) to Vivendi in the accompanying consolidated statements of operations. Net interest earned from Vivendi for the three months ended March 31, 2008 was $2.0 million, and net interest expense of $2.6 million for the three months ended March 31, 2007 was incurred. Net interest charged by Vivendi for the years ended December 31, 2007, 2006 and 2005 was $3.0 million, $18.1 million and $14.5 million, respectively.

 

Annual overhead and support costs were allocated to Vivendi Games by Vivendi to approximate management leadership, treasury, legal, tax and other similar service-based support functions incurred on Vivendi Games’ behalf. These costs amounted to approximately $0.8 million and $1.0 million during the three months ended March 31, 2008 and 2007, respectively, and was $3.1 million, $1.3 million and $1.3 million for the years ended December 31, 2007, 2006 and 2005, respectively. These allocations are included in the accompanying consolidated statements of operations as general and administrative expense.

 

For the three months ended March 31, 2008 and 2007, a management fee of approximately $1.1 million and $0.6 million, respectively, was allocated to Vivendi Games from Vivendi for insurance, share-employee costs and other general corporate support functions incurred on Vivendi Games’ behalf. For the years ended December 31, 2007, 2006 and 2005, a management fee of approximately $2.7 million, $3.4 million and $2.9 million, respectively, was allocated to Vivendi Games from Vivendi. This allocation is included in the accompanying consolidated statements of operations as general and administrative expense.

 

As of December 31, 2007 and in the normal course of business, Vivendi has guaranteed (i) Vivendi Games’ obligations under certain property leases totaling $46.1 million, and (ii) payment to certain inventory vendors of up to approximately $33.0 million (based on exchange rates as of December 31, 2007). Property lease obligations are included in the table in Note 9. Payables related to inventory purchases are included in accounts payable in the accompanying consolidated balance sheets.

 

For the years ended December 31, 2007, 2006 and 2005, Vivendi Games recognized royalty expenses related to properties licensed from Universal Entertainment of approximately $0.9 million, $1.7 million and $1.6 million, respectively. Royalties are included in the accompanying consolidated statements of operations as cost of sales. Royalty amounts due to Universal Entertainment are not material.

 

Vivendi Games has entered into agreements with certain affiliates for the physical distribution of boxed product sales for certain territories outside North America.

 

EXCERPTS ON THIS PAGE:

8-K (4 sections)
Nov 5, 2008

"11. Related-Party Transactions" elsewhere:

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