UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
FOR THE QUARTERLY PERIOD ENDED
OR
FOR THE TRANSITION PERIOD FROM TO .
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 1, 2024, the registrant’s outstanding common stock consisted of
TABLE OF CONTENTS
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1 | ||
1 | ||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | 2 | |
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | 3 | |
4 | ||
5 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 62 | |
109 | ||
109 | ||
109 | ||
109 | ||
113 | ||
Item 3. | Defaults Upon Senior Securities | None |
Item 4. | Mine Safety Disclosures | None |
114 | ||
115 | ||
116 | ||
PART I — FINANCIAL INFORMATION
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Unless otherwise required by the context, in this report, the words “EchoStar,” the “Company,” “we,” “our” and “us” refer to EchoStar Corporation and its subsidiaries, “DISH Network” refers to DISH Network Corporation, our wholly owned subsidiary, and its subsidiaries, and “DISH DBS” refers to DISH DBS Corporation, a wholly - owned, indirect subsidiary of DISH Network, and its subsidiaries.
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our plans, objectives and strategies, growth opportunities in our industries and businesses, our expectations regarding future results, financial condition, liquidity and capital requirements, our estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. Forward-looking statements are not historical facts and may be identified by words such as “future,” “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “estimate,” “expect,” “predict,” “will,” “would,” “could,” “can,” “may,” and similar terms. These forward-looking statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors, including, but not limited to, those summarized below:
SUMMARY OF RISK FACTORS
Risks Relating to the DIRECTV Transaction
| ● | We are subject to a number of risks while the DIRECTV Transaction is pending, which may have an adverse effect on our business, financial condition and results of operations. |
Risks Related to the Integration
| ● | Although we expect that the Merger will result in synergies and other benefits, those synergies and benefits may not be realized in the amounts anticipated, or may not be realized within the expected timeframe, or at all, and risks associated with the foregoing may also result from any extended delay in the Integration. |
| ● | The market price for shares of our common stock may be affected by factors different from, or in addition to, those that historically affected the market prices of shares of DISH Network Class A Common Stock and EchoStar Class A Common Stock. |
Competition and Economic Risks
| ● | We face intense and increasing competition from providers of video, broadband and/or wireless services. Changing consumer behavior and new technologies in our Pay-TV and/or Wireless business may reduce our subscriber activations and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us. |
| ● | We face certain risks competing in the wireless services industry and operating a facilities-based wireless services business. |
| ● | Our pay-TV competitors may be able to leverage their relationships with programmers to reduce their programming costs and/or offer exclusive content that will place them at a competitive advantage to us. |
i
| ● | Through the MNSA and the NSA, we depend on T-Mobile and AT&T to provide network services to our Wireless subscribers. Our failure to effectively manage these relationships, including without limitation, our minimum commitments, any system failure in their wireless networks, interruption in the services provided to us, and/or the termination of the MNSA or the NSA could have a material adverse effect on our business, financial condition and results of operations. |
| ● | We compete with the MNOs whose networks we rely on to provide wireless services to our customers, and they may seek to limit, reduce or terminate our network access to the extent that it becomes competitively advantageous to do so. |
| ● | If we are unable to take advantage of technological developments on a timely basis, or at all, we may experience a decline in demand for our services or face challenges in implementing or evolving our business strategy. |
Operational and Service Delivery Risks
| ● | Any deterioration in our operational performance, subscriber activations and churn rate and subscriber satisfaction could adversely affect our business, financial condition and results of operations. |
| ● | We depend on others to provide the programming that we offer to our Pay-TV subscribers and, if we fail to obtain or lose access to certain programming, our Pay-TV subscriber activations and our subscriber churn rate may be negatively impacted. |
| ● | We have limited satellite capacity and any failures or reduced capacity, caused by, among other things, operational and environmental risks, could adversely affect our business, financial condition and results of operations. |
| ● | Extreme weather may result in risk of damage to our infrastructure and therefore our ability to provide services, and may lead to changes in federal, state and foreign government regulation, all of which could materially and adversely affect our business, results of operations and financial condition. |
| ● | We rely on a single vendor or a limited number of vendors to provide certain key products or services to us, and the inability of these key vendors to meet our needs could have a material adverse effect on our business. |
| ● | We depend on independent third parties to solicit orders for our services that represent a meaningful percentage of our total gross new subscriber activations. |
Risks Related to our Human Capital
| ● | We rely on highly skilled personnel for our business, and any inability to hire and retain key personnel or to hire qualified personnel may negatively affect our business, financial condition and results of operations. |
| ● | Our business growth and customer retention strategies rely in part on the work of technically skilled employees. |
Risks Related to our Products and Technology
| ● | Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others. |
ii
| ● | We are, and may become, party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property. |
| ● | If our products contain defects, we could be subject to significant costs to correct such defects and our product and network service contracts could be delayed or cancelled, which could adversely affect our revenue. |
Risks Related to Cybersecurity
| ● | We have experienced and may experience in the future consistent cyber-attacks and attempts to gain unauthorized access to our systems and any failure or inadequacy of our information technology infrastructure and communications systems or those of third parties that we use in our operations could disrupt or harm our business. |
| ● | The confidentiality, integrity, and availability of our services and products depends on the continuing operation of our information technology and other enabling systems. |
Acquisition and Capital Structure Risks
| ● | We have substantial debt outstanding and may incur additional debt and covenants in our Indentures could limit our ability to undertake certain types of activities and adversely affect our liquidity. |
| ● | We may pursue acquisitions, dispositions, capital expenditures, the development, acquisition and launch of new satellites and other strategic initiatives to complement or expand our business, which may not be successful and we may lose a portion or all of our investment in these acquisitions and transactions. |
| ● | We have made substantial investments to acquire certain wireless spectrum licenses and other related assets, and may be unable to realize a return on these assets. |
| ● | We may need additional capital, which may not be available on favorable terms, to fund current obligations, to continue investing in our business and to finance acquisitions and other strategic transactions. |
| ● | We are controlled by one principal stockholder who is our Chairman. |
Risks Related to the Regulation of Our Business
| ● | Our services depend on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted. |
Other factors that could cause or contribute to such differences include, but are not limited to, those discussed under the caption “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of our most recent Annual Report on Form 10-K (the “10-K”) filed with the SEC, those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in the 10-K and those discussed in other documents we file with the SEC. All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. Investors should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made, and we expressly disclaim any obligation to update these forward-looking statements.
iii
Item 1. FINANCIAL STATEMENTS
ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
(Unaudited)
As of | ||||||
September 30, | December 31, | |||||
| 2024 |
| 2023 | |||
Assets | ||||||
Current Assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Current restricted cash and cash equivalents | | — | ||||
Marketable investment securities | | | ||||
Trade accounts receivable, net of allowance for credit losses of $ | | | ||||
Inventory | | | ||||
Prepaids and other assets | | | ||||
Other current assets | | | ||||
Total current assets | | | ||||
Noncurrent Assets: | ||||||
Restricted cash, cash equivalents and marketable investment securities | | | ||||
Property and equipment, net | | | ||||
Regulatory authorizations, net | | | ||||
Other investments, net | | | ||||
Operating lease assets | | | ||||
Intangible assets, net | | | ||||
Other noncurrent assets, net | | | ||||
Total noncurrent assets | | | ||||
Total assets | $ | | $ | | ||
Liabilities and Stockholders’ Equity (Deficit) | ||||||
Current Liabilities: | ||||||
Trade accounts payable | $ | | $ | | ||
Deferred revenue and other | | | ||||
Accrued programming | | | ||||
Accrued interest | | | ||||
Other accrued expenses and liabilities | | | ||||
Current portion of debt, finance lease and other obligations (Note 9) | | | ||||
Total current liabilities | | | ||||
Long-Term Obligations, Net of Current Portion: | ||||||
Long-term debt, finance lease and other obligations, net of current portion (Note 9) | | | ||||
Deferred tax liabilities, net | | | ||||
Operating lease liabilities | | | ||||
Long-term deferred revenue and other long-term liabilities | | | ||||
Total long-term obligations, net of current portion | | | ||||
Total liabilities | | | ||||
Commitments and Contingencies (Note 10) | ||||||
Redeemable noncontrolling interests (Note 2) | — | | ||||
Stockholders’ Equity (Deficit): | ||||||
Class A common stock, $ | | | ||||
Class B common stock, $ | | | ||||
Additional paid-in capital | | | ||||
Accumulated other comprehensive income (loss) | ( | ( | ||||
Accumulated earnings (deficit) | | | ||||
Total EchoStar stockholders’ equity (deficit) | | | ||||
Noncontrolling interests | | | ||||
Total stockholders’ equity (deficit) | | | ||||
Total liabilities and stockholders’ equity (deficit) | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(Dollars in thousands, except per share amounts)
(Unaudited)
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Revenue: | ||||||||||||
Service revenue | $ | | $ | | $ | | $ | | ||||
Equipment sales and other revenue | | | | | ||||||||
Total revenue | | | | | ||||||||
Costs and Expenses (exclusive of depreciation and amortization): | ||||||||||||
Cost of services | | | | | ||||||||
Cost of sales - equipment and other | | | | | ||||||||
Selling, general and administrative expenses | | | | | ||||||||
Depreciation and amortization | | | | | ||||||||
Impairment of long-lived assets and goodwill | — | — | — | | ||||||||
Total costs and expenses | | | | | ||||||||
Operating income (loss) | ( | ( | ( | | ||||||||
Other Income (Expense): | ||||||||||||
Interest income | | | | | ||||||||
Interest expense, net of amounts capitalized (Note 2) | ( | ( | ( | ( | ||||||||
Other, net (Note 5) | | ( | ( | ( | ||||||||
Total other income (expense) | ( | ( | ( | ( | ||||||||
Income (loss) before income taxes | ( | ( | ( | | ||||||||
Income tax (provision) benefit, net | | | | ( | ||||||||
Net income (loss) | ( | ( | ( | | ||||||||
Less: Net income (loss) attributable to noncontrolling interests, net of tax | ( | | ( | | ||||||||
Net income (loss) attributable to EchoStar | $ | ( | $ | ( | $ | ( | $ | | ||||
Weighted-average common shares outstanding - Class A and B common stock: | ||||||||||||
Basic | | | | | ||||||||
Diluted | | | | | ||||||||
Earnings per share - Class A and B common stock: | ||||||||||||
Basic net income (loss) per share attributable to EchoStar | $ | ( | $ | ( | $ | ( | $ | | ||||
Diluted net income (loss) per share attributable to EchoStar | $ | ( | $ | ( | $ | ( | $ | | ||||
Comprehensive Income (Loss): | ||||||||||||
Net income (loss) | $ | ( | $ | ( | $ | ( | $ | | ||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustments | | ( | ( | | ||||||||
Unrealized holding gains (losses) on available-for-sale debt securities | | ( | | | ||||||||
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss) | ( | | ( | | ||||||||
Deferred income tax (expense) benefit, net | | ( | | ( | ||||||||
Total other comprehensive income (loss), net of tax | | ( | ( | | ||||||||
Comprehensive income (loss) | ( | ( | ( | | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of tax | ( | | ( | | ||||||||
Comprehensive income (loss) attributable to EchoStar | $ | ( | $ | ( | $ | ( | $ | | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands)
(Unaudited)
Purchase of SNR Management's ownership interest in SNR HoldCo | Accumulated | ||||||||||||||||||||
Class A and B | Additional | Other | Accumulated | Redeemable | |||||||||||||||||
Common | Paid-In | Comprehensive | Earnings | Noncontrolling | Noncontrolling | ||||||||||||||||
| Stock |
| Capital |
| Income (Loss) |
| (Deficit) | Interests |
| Total |
| Interests | |||||||||
Balance, December 31, 2022 | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
Issuance of Class A common stock | | | — | — | — | | — | ||||||||||||||
Non-cash, stock-based compensation | — | | — | — | — | | — | ||||||||||||||
Other comprehensive income (loss) | — | — | | — | | | — | ||||||||||||||
Net income (loss) attributable to noncontrolling interests | — | — | — | — | ( | ( | | ||||||||||||||
Net income (loss) attributable to EchoStar | — | — | — | | — | | — | ||||||||||||||
Balance, March 31, 2023 | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
Issuance of Class A common stock | | | — | — | — | | — | ||||||||||||||
Non-cash, stock-based compensation | — | | — | — | — | | — | ||||||||||||||
Other comprehensive income (loss) | — | — | | — | | | — | ||||||||||||||
Net income (loss) attributable to noncontrolling interests | — | — | — | — | ( | ( | | ||||||||||||||
Net income (loss) attributable to EchoStar | — | — | — | | — | | — | ||||||||||||||
Balance, June 30, 2023 | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
Issuance of Class A common stock | — | | — | — | — | | — | ||||||||||||||
Non-cash, stock-based compensation | — | | — | — | — | | — | ||||||||||||||
Other comprehensive income (loss) | — | — | ( | — | ( | ( | — | ||||||||||||||
Net income (loss) attributable to noncontrolling interests | — | — | — | — | ( | ( | | ||||||||||||||
Net income (loss) attributable to EchoStar | — | — | — | ( | — | ( | — | ||||||||||||||
Balance, September 30, 2023 | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
| |||||||||||||||||||||
Accumulated | |||||||||||||||||||||
Class A and B | Additional | Other | Accumulated | Redeemable | |||||||||||||||||
Common | Paid-In | Comprehensive | Earnings | Noncontrolling | Noncontrolling | ||||||||||||||||
| Stock |
| Capital |
| Income (Loss) |
| (Deficit) | Interests |
| Total |
| Interests | |||||||||
Balance, December 31, 2023 | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||
Issuance of Class A common stock | — | ( | — | — | — | ( | — | ||||||||||||||
Non-cash, stock-based compensation | — | | — | — | — | | — | ||||||||||||||
Other comprehensive income (loss) | — | — | ( | — | ( | ( | — | ||||||||||||||
Purchase of SNR Management's ownership interest in SNR HoldCo | — | — | — | — | — | — | ( | ||||||||||||||
Net income (loss) attributable to noncontrolling interests | — | — | — | — | ( | ( | | ||||||||||||||
Net income (loss) attributable to EchoStar | — | — | — | ( | — | ( | — | ||||||||||||||
Balance, March 31, 2024 | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | — | |||||||
Issuance of Class A common stock | — | | — | — | — | | — | ||||||||||||||
Sale of Assets to CONX, net of deferred taxes | — | | — | — | — | | — | ||||||||||||||
Non-cash, stock-based compensation | — | | — | — | — | | — | ||||||||||||||
Other comprehensive income (loss) | — | — | ( | — | ( | ( | — | ||||||||||||||
Net income (loss) attributable to noncontrolling interests | — | — | — | — | ( | ( | — | ||||||||||||||
Net income (loss) attributable to EchoStar | — | — | — | ( | — | ( | — | ||||||||||||||
Balance, June 30, 2024 | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | — | |||||||
Issuance of Class A common stock | — | | — | — | — | | — | ||||||||||||||
Non-cash, stock-based compensation | — | | — | — | — | | — | ||||||||||||||
Other comprehensive income (loss) | — | — | | — | | | — | ||||||||||||||
Net income (loss) attributable to noncontrolling interests | — | — | — | — | ( | ( | — | ||||||||||||||
Net income (loss) attributable to EchoStar | — | — | — | ( | — | ( | — | ||||||||||||||
Other | — | ( | — | — | — | ( | — | ||||||||||||||
Balance, September 30, 2024 | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | — | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
ECHOSTAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
For the Nine Months Ended | ||||||
September 30, | ||||||
| 2024 |
| 2023 | |||
Cash Flows From Operating Activities: | ||||||
Net income (loss) |
| $ | ( | $ | | |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||||
Depreciation and amortization | | | ||||
Impairment of long-lived assets and goodwill | — | | ||||
Realized and unrealized losses (gains) on investments, impairments and other | | ( | ||||
Realized and unrealized losses (gains) on derivatives | — | | ||||
Liberty Puerto Rico Asset Sale losses (gains) (Note 10) | ( | — | ||||
Non-cash, stock-based compensation | | | ||||
Deferred tax expense (benefit) | ( | | ||||
Equity in (earnings) losses of affiliates | | | ||||
Changes in allowance for credit losses | | | ||||
Change in long-term deferred revenue and other long-term liabilities | | | ||||
Other, net | | | ||||
Changes in current assets and current liabilities, net | | | ||||
Net cash flows from operating activities | | | ||||
Cash Flows From Investing Activities: | ||||||
Purchases of marketable investment securities | ( | ( | ||||
Sales and maturities of marketable investment securities | | | ||||
Purchases of property and equipment | ( | ( | ||||
Refunds and other receipts of purchases of property and equipment | — | | ||||
Capitalized interest related to regulatory authorizations (Note 2) | ( | ( | ||||
Proceeds from other debt investments | — | | ||||
Purchases of regulatory authorizations, including deposits | ( | ( | ||||
Sale of assets to CONX (Note 13) | | — | ||||
Liberty Puerto Rico Asset Sale (Note 10) | | — | ||||
Other, net | | ( | ||||
Net cash flows from investing activities | ( | ( | ||||
Cash Flows From Financing Activities: | ||||||
Repayment of long-term debt, finance lease and other obligations | ( | ( | ||||
Redemption and repurchases of convertible and senior notes | ( | ( | ||||
Proceeds from issuance of senior notes | — | | ||||
Debt issuance costs and debt (discount) premium | — | | ||||
Proceeds from New DISH DBS Financing (Note 9) | | — | ||||
Debt issuance costs and debt (discount) premium from New DISH DBS Financing | ( | — | ||||
Early debt extinguishment gains (losses) of convertible and senior notes | — | | ||||
Net proceeds from Class A common stock options exercised and stock issued under the Employee Stock Purchase Plan | | | ||||
Purchase of SNR Management's ownership interest in SNR HoldCo | ( | — | ||||
Other, net | ( | ( | ||||
Net cash flows from financing activities | | ( | ||||
Effect of exchange rates on cash and cash equivalents | ( | | ||||
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents | | ( | ||||
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 5) | | | ||||
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 5) | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | Organization and Business Activities |
Principal Business
EchoStar Corporation is a premier provider of technology, networking services, television entertainment and connectivity, offering consumer, enterprise, operator, and government solutions worldwide under its EchoStar®, Boost Mobile®, Sling TV ®, DISH® TV, Hughes®, HughesNet®, HughesON™ and JUPITER™ brands. EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. Its subsidiaries (which together with EchoStar Corporation are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) operate
Recent Developments
DIRECTV Transaction
On September 29, 2024, we and DIRECTV Holdings, LLC (“DTV”), entered into an Equity Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, DTV agreed to acquire from us all of the issued and outstanding equity interests of DISH DBS Corporation (“DISH DBS”), which operates our Pay-TV business (the “Business” and such acquisition of the Business the “DIRECTV Transaction”). Prior to the closing of the DIRECTV Transaction (the “DIRECTV Closing”), we will complete the Pre-Closing Restructuring, as defined in the Purchase Agreement, and the Pre-Closing Reorganization, as defined in the Purchase Agreement, following which, among other things, DISH DBS will hold all of the properties, rights, assets and liabilities primarily related to the Business, except for certain excluded assets and excluded liabilities. Completion of the DIRECTV Transaction is conditional upon, among other things, the success of the DISH DBS Exchange Offers, as detailed and defined in Note 9.
During the period between signing of the Purchase Agreement and the DIRECTV Closing, DISH DBS and its subsidiaries are not permitted to declare or pay dividends or otherwise cause or permit any leakage (which includes, among other things, cash payments and certain other value transfers by DISH DBS and its subsidiaries, on the one hand, to us or certain other related persons, on the other hand), other than: (i) certain permitted cash transfers prior to September 30, 2025 in an aggregate amount not to exceed the permitted cash transfer cap set forth in the Purchase Agreement, and (ii) certain permitted tax sharing payments, in each case, on terms and conditions as set forth in the Purchase Agreement. The permitted cash transfer cap is initially equal to $
As set forth in the Reorganization Plan, immediately prior to the DIRECTV Closing, DISH DBS will distribute the DISH 2021 Intercompany Loan 2028 Tranche (see Note 9) to our seller subsidiary. At the DIRECTV Closing, our seller subsidiary will sell and transfer to DTV all of the issued and outstanding equity interests of DISH DBS in exchange for a total cash purchase price of $
5
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
As of September 30, 2024, the balance of the DISH DBS intercompany receivables for the DISH 2021 Intercompany Loan 2028 Tranche and other intercompany amounts totaled $
Merger with DISH Network
On December 31, 2023, we completed the acquisition of DISH Network pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the “Amended Merger Agreement”), by and among us, EAV Corp., a Nevada corporation and our wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which we acquired DISH Network by means of the merger of Merger Sub with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as our wholly owned subsidiary. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
With the Merger complete, we are currently focused on the process of integrating our and DISH Network’s business in a manner that facilitates synergies, cost savings, growth opportunities and achieves other anticipated benefits (the “Integration”).
Future Capital Requirements
The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
During the third quarter of 2024 and through the issuance date of these condensed consolidated financial statements, we completed several financing transactions, including, but not limited to: (i) issuance of $
Our cash and cash equivalents, current restricted cash and cash equivalents, and marketable investment securities totaled $
6
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Segments
We currently operate
Pay-TV
We offer pay-TV services under the DISH® brand and the SLING® brand (collectively “Pay-TV” services). The DISH branded pay-TV service consists of, among other things, Federal Communications Commission (“FCC”) licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers.
The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international, Latino and Freestream video programming services (“SLING TV”). As of September 30, 2024, we had
Retail Wireless
We offer nationwide prepaid and postpaid retail wireless services to subscribers primarily under our Boost Mobile® and Gen Mobile® brands (“Retail Wireless” services), as well as a competitive portfolio of wireless devices. Prepaid wireless subscribers generally pay in advance for monthly access to wireless talk, text and data services. Postpaid wireless subscribers are qualified to pay after receiving wireless talk, text and data services, and may also qualify for certain device financing arrangements.
We are currently operating our Retail Wireless segment primarily as a mobile virtual network operator (“MVNO”) as we continue our 5G Network Deployment and commercialize and grow customer traffic on our 5G Network, as defined below. We are transitioning our Retail Wireless segment to a mobile network operator (“MNO”) as our 5G Network has become commercially available and we grow customer traffic on our 5G Network. We are currently activating Boost Mobile subscribers with compatible devices onto our 5G Network in markets where we have reached voice over new radio (“VoNR”). We have deployed 5G VoNR covering over
5G Network Deployment
We have invested a total of over $
7
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
We may need to raise additional capital in the future, which may not be available on favorable terms, to fund the efforts described below, as well as, among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. There can be no assurance that we will be able to complete all build-out requirements or profitably deploy our Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations. See Note 10 for further information.
Our Wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and
In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our licenses based on several commitments, as detailed in Note 10.
We may need to make significant additional investments or partner with others to, among other things, continue our 5G Network Deployment and further commercialize, build-out and integrate these licenses and related assets and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses. Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as we continue our 5G Network Deployment, we have and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third-party integration. As a result of these investments, among other factors, we may need to raise additional capital, which may not be available on favorable terms. We may also determine that additional wireless spectrum licenses may be required for our 5G Network Deployment and to compete effectively with other wireless service providers.
Broadband and Satellite Services
We offer broadband satellite technologies and broadband internet products and services to consumer customers. We provide broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers. We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers. We also offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. As of September 30, 2024, we had
8
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Our EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is expected to be an integral part of our satellite service business. Revenue in our satellite services business depends largely on our ability to make continuous use of our available satellite capacity on behalf of existing customers and our ability to enter into commercial relationships with new customers.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared under GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain prior period amounts have been reclassified to conform to the current period presentation.
Merger with DISH Network. Prior to the Merger, Charles W. Ergen and Cantey M. Ergen were the controlling stockholders of each of EchoStar and DISH Network and they continue to be the controlling stockholders of EchoStar after the Merger. Therefore, the Merger has been accounted for as a transaction between entities under common control in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations, Subtopic 50, Related Issues, with EchoStar considered as the receiving entity because EchoStar issued equity in connection with the Merger. Accordingly, upon the completion of the Merger, on December 31, 2023, EchoStar recorded DISH Network’s net assets at their carrying value, with no additional goodwill or other intangible assets recognized.
Upon the completion of the Merger, the net assets of DISH Network have been combined with those of EchoStar at their historical carrying amounts and DISH Network and EchoStar are presented on a combined basis for all historical periods that the companies were under common control. As defined and detailed in our Annual Report on Form 10-K for the year ended December 31, 2023, shares of EchoStar Common Stock issued to holders of DISH Network Common Stock in exchange for the outstanding shares of DISH Network Common Stock were recorded at par value and historical weighted average basic and diluted shares of DISH Network have been adjusted by the Exchange Ratio and included in the weighted average shares outstanding on our condensed consolidated statements of operations. Intercompany transactions between EchoStar and DISH Network have been eliminated from all historical periods.
“Cost of services.” Historically, as we built-out our 5G Network, certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services and other costs, were presented within “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as our 5G Network service had not commenced. As we have commenced utilizing our 5G Network for commercial traffic, such amounts now represent costs of operating our 5G Network and are, beginning on January 1, 2024, presented within the “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The change has no impact on net income. For the three and nine months ended September 30, 2023, the direct costs related to our 5G Network Deployment included within the “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were $
9
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Principles of Consolidation
We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and VIEs where we have been determined to be the primary beneficiary. Minority interests are recorded as noncontrolling interests or redeemable noncontrolling interests. See below for further information. Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments, which will be initially recorded at cost, and based on observable market prices, will be adjusted to their fair value. We record fair value adjustments in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation.
Redeemable Noncontrolling Interests
Northstar Wireless. Northstar Wireless, L.L.C. (“Northstar Wireless”) is a wholly-owned subsidiary of Northstar Spectrum, LLC (“Northstar Spectrum”), which is an entity wholly-owned by us and, prior to October 12, 2023, by us and Northstar Manager, LLC (“NorthStar Manager”). On October 12, 2023, the FCC consented to the sale of Northstar Manager’s ownership interests in Northstar Spectrum, which we purchased for a total of approximately $
SNR Wireless. SNR Wireless LicenseCo, LLC (“SNR Wireless”) is a wholly-owned subsidiary of SNR Wireless HoldCo, LLC (“SNR HoldCo”), which is an entity wholly-owned by us and, prior to February 16, 2024, by us and SNR Wireless Management, LLC (“SNR Management”). On February 16, 2024, the FCC consented to the sale of SNR Management’s ownership interests in SNR HoldCo, which was purchased by our direct wholly-owned subsidiary EchoStar SNR HoldCo L.L.C. for a total of approximately $
For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are based on historical experience, observable market inputs, and other reasonable assumptions in accounting for, among other things, allowances for credit losses (including those related to our installment billing programs), self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, inputs used to recognize revenue over time, including the relative standalone selling prices of performance obligations, finance leases, asset impairments, estimates of future cash flows used to evaluate and recognize impairments, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) on lease right of use assets, nonrefundable upfront fees, independent third-party retailer incentives, programming expenses, subscriber lives and likelihood of certain contingent events.
10
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.
Capitalized Interest
We capitalize interest associated with the acquisition or construction of certain assets, including, among other things, our Wireless spectrum licenses, build-out costs associated with our 5G Network Deployment and satellites. Capitalization of interest begins when, among other things, steps are taken to prepare the asset for its intended use and ceases when the asset is ready for its intended use or when these activities are substantially suspended.
We are currently commercializing our 5G Network Deployment. As a result, the interest expense related to the carrying amount of the 5G Network Deployment qualifying assets is being capitalized. Historically, the qualifying assets exceeded the carrying value of our long-term debt and finance lease obligations, therefore substantially all of our interest expense was being capitalized. As the qualifying assets, including certain bands of wireless spectrum licenses, have been placed into service with the deployment of our 5G Network, we no longer capitalize substantially all interest on those assets and as a result, during the three and nine months ended September 30, 2024, we incurred $
Fair Value Measurements
We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value:
| ● | Level 1, defined as observable inputs being quoted prices in active markets for identical assets; |
| ● | Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; and quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and |
| ● | Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available. |
As of September 30, 2024 and December 31, 2023, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current liabilities (excluding the “Current portion of debt, finance lease and other obligations”) was equal to or approximated fair value due to their short-term nature or proximity to current market rates.
11
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Fair values of our marketable investment securities are measured on a recurring basis based on a variety of observable market inputs. For our investments in publicly traded equity securities and U.S. government securities, fair value ordinarily is determined based on Level 1 measurements that reflect quoted prices for identical securities in active markets. Fair values of our investments in other marketable debt securities are generally based on Level 2 measurements as the markets for such debt securities are less active. We consider trades of identical debt securities on or near the measurement date as a strong indication of fair value and matrix pricing techniques that consider par value, coupon rate, credit quality, maturity and other relevant features may also be used to determine fair value of our investments in marketable debt securities. Additionally, we use fair value measurements from time to time in connection with other investments, asset impairment testing and the assignment of purchase consideration to assets and liabilities of acquired companies. Those fair value measurements typically include significant unobservable inputs and are categorized within Level 3 of the fair value hierarchy. Transfers between levels in the fair value hierarchy are considered to occur at the beginning of the quarterly accounting period. See Note 5 for the fair value of our marketable investment securities and derivative instruments.
Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of private debt are based on, among other things, available trade information, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. See Note 9 for the fair value of our long-term debt.
Assets Recognized Related to the Costs to Obtain a Contract with a Customer
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs in our Pay-TV, Broadband and Satellite Services, and Retail Wireless segments, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated customer life or the contract term. These amounts are capitalized in “Prepaids and other assets” and “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Advertising Costs
We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled $
Research and Development
Research and development costs, not incurred in connection with customer requirements, are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
12
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Additionally, customer-related research and development costs are incurred in connection with the specific requirements of a customer’s order; in such instances, the amounts for these customer funded development efforts are also included in “Cost of sales–equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled $
New Accounting Pronouncements
Joint Ventures. On August 23, 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805-60) (“ASU 2023-05”), which requires an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (ASC) master glossary to apply a new basis of accounting upon the formation of the joint venture. This standard will be effective for all joint venture formations with a formation date on or after January 1, 2025. A joint venture that was formed before January 1, 2025 may elect to apply the amendments retrospectively if it has sufficient information. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. We plan to adopt the standard if applicable and we expect the adoption of the standard will have an immaterial impact on our disclosures.
Segment Reporting. On November 27, 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reporting Segment Disclosures (“ASU 2023-07”), which will enhance financial reporting by providing additional information about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. This standard will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2024 annual financial statements, and we expect the adoption of the standard will impact certain of our segment reporting disclosures.
Income Taxes. On December 14, 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures (“ASU 2023-09”), which will enhance income tax disclosures. ASU 2023-09 requires among other items disaggregated information in a reporting entity’s rate reconciliation table, clarification on uncertain tax positions and the related financial statement impact as well as information on income taxes paid on a disaggregated basis. This standard will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2023-09 will have on our Condensed Consolidated Financial Statements and related disclosures.
| 3. | Basic and Diluted Net Income (Loss) Per Share |
We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to EchoStar” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if our Convertible Notes were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of our Class A common stock for the reporting period. The potential dilution from conversion of the Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of our Class A common stock issuable upon conversion of the Convertible Notes will be included in the calculation of diluted EPS assuming conversion of the Convertible Notes at the beginning of the reporting period (or at time of issuance, if later).
13
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation.
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(In thousands, except per share amounts) | ||||||||||||
Net income (loss) |
| $ | ( |
| $ | ( |
| $ | ( |
| $ | |
Less: Net income (loss) attributable to noncontrolling interests, net of tax |
| ( |
| |
| ( |
| | ||||
Net income (loss) attributable to EchoStar - Basic |
| ( |
| ( |
| ( |
| | ||||
Interest on dilutive Convertible Notes, net of tax (1) (4) | — | — | — | — | ||||||||
Net income (loss) attributable to EchoStar - Diluted | $ | ( | $ | ( | $ | ( | $ | | ||||
| ||||||||||||
Weighted-average common shares outstanding - Class A and B common stock: | ||||||||||||
Basic (2) |
| |
| |
| |
| | ||||
Dilutive impact of Convertible Notes (3) (4) (5) | — | — | — | | ||||||||
Dilutive impact of stock awards outstanding (4) |
| — |
| — |
| — |
| | ||||
Diluted |
| |
| |
| |
| | ||||
Earnings per share - Class A and B common stock: | ||||||||||||
Basic net income (loss) per share attributable to EchoStar |
| $ | ( |
| $ | ( |
| $ | ( |
| $ | |
Diluted net income (loss) per share attributable to EchoStar |
| $ | ( |
| $ | ( |
| $ | ( |
| $ | |
| (1) | For the nine months ended September 30, 2023, substantially all of our interest expense was capitalized. See Note 2 for further information. |
| (2) | Upon the closing of the PIPE Investment, as detailed and defined in Note 14, we will issue |
| (3) | We repurchased or redeemed the principal balance of our Convertible Notes due 2024 as of March 15, 2024, the instrument’s maturity date. |
| (4) | For the three and nine months ended September 30, 2024 and the three months ended September 30, 2023, the dilutive impact of |
| (5) | Upon the closing of the EchoStar Exchange Offers, as detailed and defined in Note 14, we will issue $ |
Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warrants that we issued to certain option counterparties in connection with the Convertible Notes due 2026 are only exercisable at their expiration if the market price per share of our Class A common stock is greater than the strike price of the warrants, which is at price ranges of approximately $
14
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
As of September 30, | ||||
| 2024 |
| 2023 | |
| (In thousands) | |||
Anti-dilutive stock awards | | | ||
Performance/market based options |
| | | |
Common stock warrants | | | ||
Total | | | ||
Exchange Offer
On March 4, 2024, we commenced a tender offer to eligible employees (which excludes our co-founders and the non-executive/non-employee members of our Board of Directors) to exchange eligible stock options (which excludes the Ergen 2020 Performance Award) for new options as detailed in our Schedule TO filed March 4, 2024 with the Securities and Exchange Commission (the “Exchange Offer”), to, among other things, further align employee incentives with the current market. The Exchange Offer expired on April 1, 2024 and we accepted for exchange approximately
| 4. | Supplemental Data - Statements of Cash Flows |
The following table presents certain supplemental cash flow and other non-cash data. See Note 8 for supplemental cash flow and non-cash data related to leases.
For the Nine Months Ended | ||||||
September 30, | ||||||
| 2024 |
| 2023 | |||
(In thousands) | ||||||
Cash paid for interest (including capitalized interest) |
| $ | | $ | | |
Cash received for interest | | | ||||
Cash paid for income taxes, net of (refunds) | ( | | ||||
Capitalized interest (1) | | | ||||
Employee benefits paid in Class A common stock | — | | ||||
Vendor financing | — | | ||||
Accrued capital expenditures | | | ||||
Asset retirement obligation | | | ||||
Accrued upfront payment | — | | ||||
Unsettled sales of marketable investment securities | — | | ||||
| (1) | See Note 2 for further information. |
15
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
| 5. | Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investments |
Our marketable investment securities, restricted cash and cash equivalents, and other investments consisted of the following:
As of | ||||||
September 30, | December 31, | |||||
| 2024 |
| 2023 | |||
(In thousands) | ||||||
Marketable investment securities: | ||||||
Current marketable investment securities: | ||||||
Strategic - available-for-sale | $ | | $ | | ||
Strategic - trading/equity | | | ||||
Other | | | ||||
Total current marketable investment securities | | | ||||
Restricted marketable investment securities (1) | | | ||||
Total marketable investment securities | | | ||||
Restricted cash and cash equivalents (1) (2) | | | ||||
Other investments, net: | ||||||
Equity method investments (3) | | | ||||
Cost method investments | | | ||||
Fair value method and other debt investments | | | ||||
Total other investments, net | | | ||||
Total marketable investment securities, restricted cash and cash equivalents, and other investments, net | $ | | $ | | ||
| (1) | Restricted marketable investment securities and restricted cash and cash equivalents are included in “Current restricted cash and cash equivalents” and “Restricted cash, cash equivalents and marketable investment securities” on our Condensed Consolidated Balance Sheets. |
| (2) | Includes $ |
| (3) | The decrease primarily resulted from our Invidi Technologies Corporation and Broadband Connectivity Solutions (Restricted) Limited investments, discussed below. |
Marketable Investment Securities
Our marketable investment securities portfolio may consist of debt and equity instruments. All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “Stockholders’ Equity (Deficit),” net of related deferred income tax on our Condensed Consolidated Balance Sheets. The corresponding changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 2 for further information.
16
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Current Marketable Investment Securities – Strategic
Our current strategic marketable investment securities portfolio includes and may include strategic and financial debt and/or equity investments in private and public companies that are highly speculative and have experienced and continue to experience volatility. As of September 30, 2024, this portfolio consisted of securities of a small number of issuers, and as a result the value of that portfolio depends, among other things, on the performance of those issuers. The fair value of certain of the debt and equity securities in this portfolio can be adversely impacted by, among other things, the issuers’ respective performance and ability to obtain any necessary additional financing on acceptable terms, or at all.
Current Marketable Investment Securities – Other
Our current other marketable investment securities portfolio includes investments in various debt instruments including, among others, commercial paper, corporate securities and United States treasury and/or agency securities. Commercial paper consists mainly of unsecured short-term, promissory notes issued primarily by corporations with maturities ranging up to
Restricted Cash, Cash Equivalents and Marketable Investment Securities
As of September 30, 2024 and December 31, 2023, our restricted marketable investment securities, together with our restricted cash and cash equivalents, included amounts required as collateral for our letters of credit, surety bonds and trusts.
Current restricted cash and cash equivalents. As of September 30, 2024, “Current restricted cash and cash equivalents” on our Condensed Consolidated Balance Sheets includes $
Other Investments, net
We have strategic investments in certain debt and/or equity securities that are included in noncurrent “Other investments, net” on our Condensed Consolidated Balance Sheets. Our debt securities are classified as available-for-sale and are recorded at fair value. Generally, our debt investments in non-publicly traded debt instruments without a readily determinable fair value are recorded at amortized cost. Our equity investments where we have the ability to exercise significant influence over the investee are accounted for using the equity method of accounting. Certain of our equity method investments are detailed below.
NagraStar L.L.C. We own a
17
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Invidi Technologies Corporation. We own a
TerreStar Solutions, Inc. We own a
Deluxe/EchoStar LLC. We own
Broadband Connectivity Solutions (Restricted) Limited. We own
We also hold investments that are not accounted for using the equity method of accounting, which are measured at fair value. Investments in equity securities without readily determinable fair values are accounted for at cost, less impairment and adjusted for observable price changes for identical or similar investments of the same issuer.
Our ability to realize value from our strategic investments in securities that are not publicly traded depends on, among other things, the success of the issuers’ businesses and their ability to obtain sufficient capital, on acceptable terms or at all, and to execute their business plans. Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them we will not be able to obtain fair value for them.
18
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Fair Value Measurements
Our investments measured at fair value on a recurring basis were as follows:
As of | ||||||||||||||||||||||||
September 30,2024 | December 31, 2023 | |||||||||||||||||||||||
| Total |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Level 1 |
| Level 2 |
| Level 3 | |||||||||
(In thousands) | ||||||||||||||||||||||||
Cash equivalents (including restricted) | $ | | $ | | $ | | $ | — | $ | | $ | | $ | | $ | — | ||||||||
Debt securities (including restricted): | ||||||||||||||||||||||||
U.S. Treasury and agency securities | $ | | $ | | $ | — | $ | — | $ | | $ | | $ | — | $ | — | ||||||||
Commercial paper |
| — |
| — | — |
| — |
| |
| — |
| |
| — | |||||||||
Corporate securities | — | — | — | — | | — | | — | ||||||||||||||||
Other | | — | | | | — | | | ||||||||||||||||
Equity securities | | | | — | | | | — | ||||||||||||||||
Total | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
As of September 30, 2024, restricted and non-restricted marketable investment securities included debt securities of $
Derivative Instruments
We had the option to purchase certain of T-Mobile’s 800 MHz spectrum licenses from T-Mobile at a fixed price pursuant to the License Purchase Agreement, as defined and detailed in our Annual Report on Form 10-K for the year ended December 31, 2023. This instrument met the definition of a derivative and was valued based upon, among other things, our estimate of the underlying asset price, the expected term, volatility, the risk free rate of return and the probability of us exercising the option. We did not exercise the option to purchase the 800 MHz spectrum licenses pursuant to the License Purchase Agreement, which expired on its own terms on April 1, 2024. As of December 31, 2023, the derivative’s fair value was
We accounted for our option to purchase certain T-Mobile’s 800 MHz spectrum licenses under the License Purchase Agreement as a Level 3 instrument within the fair value hierarchy.
19
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Gains and Losses on Sales and Changes in Carrying Amounts of Investments and Other
“Other, net” within “Other Income (Expense)” included on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
Other, net: |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
| (In thousands) | |||||||||||
Marketable and non-marketable investment securities - realized and unrealized gains (losses) | $ | | $ | ( | $ | ( | $ | ( | ||||
Derivative instruments - net realized and/or unrealized gains (losses) | — | ( | — | ( | ||||||||
Other investment securities - other-than-temporary impairments | — | — | — | ( | ||||||||
Gains (losses) related to early redemption of debt | — | | — | | ||||||||
Foreign currency transaction gains (losses) | | ( | ( | | ||||||||
Equity in earnings (losses) of affiliates | ( | ( | ( | ( | ||||||||
Liberty Puerto Rico Asset Sale (Note 10) | | — | | — | ||||||||
Other | ( | ( | | | ||||||||
Total | $ | | $ | ( | $ | ( | $ | ( | ||||
| 6. | Inventory |
Inventory consisted of the following:
As of | ||||||
September 30, | December 31, | |||||
| 2024 |
| 2023 | |||
(In thousands) | ||||||
Finished goods | $ | | $ | | ||
Work-in-process and service repairs | | | ||||
Consignment | | | ||||
Raw materials | | | ||||
Total inventory | $ | | $ | | ||
20
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
| 7. | Property and Equipment and Intangible Assets |
Property and Equipment
Property and equipment consisted of the following:
Depreciable | As of | |||||||||||
Life | September 30, | December 31, | ||||||||||
| (In Years) |
| 2024 |
| 2023 | |||||||
(In thousands) | ||||||||||||
Equipment leased to customers | - | $ | | $ | | |||||||
Satellites (1) | - | | | |||||||||
Satellites acquired under finance lease agreements | | | ||||||||||
Furniture, fixtures, equipment and other | - | | | |||||||||
5G Network Deployment equipment (2) | - | | | |||||||||
Software and computer equipment | - | | | |||||||||
Buildings and improvements (3) | - | | | |||||||||
Land (3) | - | | | |||||||||
Construction in progress | - | | | |||||||||
Total property and equipment | | | ||||||||||
Accumulated depreciation | ( | ( | ||||||||||
Property and equipment, net | $ | | $ | | ||||||||
| (1) | The Spaceway 3 satellite was deorbited in January 2024. |
| (2) | Includes 5G Network Deployment assets acquired under finance lease agreements. |
| (3) | This decrease resulted from the sale of certain assets to CONX Corp., which closed May 1, 2024. See Note 13 for further information. |
Depreciation and amortization expense consisted of the following:
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(In thousands) | ||||||||||||
Equipment leased to customers | $ | | $ | | $ | | $ | | ||||
Satellites | | | | | ||||||||
Buildings, furniture, fixtures, equipment and other | | | | | ||||||||
5G Network Deployment equipment | | | | | ||||||||
Software and computer equipment | | | | | ||||||||
Intangible assets and other amortization expense | | | | | ||||||||
Total depreciation and amortization | $ | | $ | | $ | | $ | | ||||
Cost of sales and operating expense categories included in our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) do not include depreciation and amortization expense related to satellites, equipment leased to customers, or our 5G Network Deployment equipment and software, and amortization of development costs of externally marketed software.
21
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Activity relating to our asset retirement obligations was as follows:
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(In thousands) | ||||||||||||
Balance at beginning of period | $ | | $ | | $ | | $ | | ||||
Liabilities incurred | | | | | ||||||||
Accretion expense | | | | | ||||||||
Revision to estimated cash flows | — | — | — | — | ||||||||
Balance at end of period | $ | | $ | | $ | | $ | | ||||
Total included in Other long-term liabilities | $ | | $ | | $ | | $ | | ||||
The corresponding assets, net of accumulated depreciation, related to asset retirement obligations were $
Satellites Pay-TV Segment
Our Pay-TV segment currently utilizes
As of September 30, 2024, our Pay-TV segment satellite fleet in service consisted of the following:
Degree | Lease | |||||
Launch | Orbital | Termination | ||||
Satellites |
| Date |
| Location |
| Date |
Owned: | ||||||
EchoStar X | February 2006 | 110 | N/A | |||
EchoStar XI | July 2008 | 110 | N/A | |||
EchoStar XIV | March 2010 | 119 | N/A | |||
EchoStar XV | July 2010 | 61.5 | N/A | |||
EchoStar XVI | November 2012 | 61.5 | N/A | |||
EchoStar XVIII | June 2016 | 61.5 | N/A | |||
EchoStar XXIII | March 2017 | 110 | N/A | |||
Under Construction: | ||||||
EchoStar XXV | 2026 | 110 | N/A | |||
Leased from Other Third-Party: | ||||||
Anik F3 | April 2007 | 118.7 | April 2025 | |||
Nimiq 5 (1) | September 2009 | 72.7 | October 2029 |
| (1) | Subsequent to September 30, 2024, we extended the Nimiq 5 lease to October 2029 and as a result, beginning in the fourth quarter of 2024, we will account for the Nimiq 5 lease as an operating lease. |
22
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Satellite Under Construction
EchoStar XXV. On March 20, 2023, we entered into a contract with Maxar Space LLC for the construction of EchoStar XXV, a DBS satellite that is capable of providing service to the continental United States (“CONUS”) and is intended to be used at the 110 degree orbital location. During the fourth quarter of 2023, we entered into an agreement with Space Exploration Technologies Corp (“SpaceX”) for launch services for this satellite, which is expected to be launched during 2026.
Satellites - Broadband and Satellite Services Segment
Our Broadband and Satellite Services segment currently utilizes
As of September 30, 2024, our Broadband and Satellite Services segment satellite fleet in service consisted of the following:
Degree | Lease | |||||
Launch | Orbital | Termination | ||||
Satellites |
| Date |
| Location |
| Date |
Owned: | ||||||
EchoStar IX | August 2003 | 121 | N/A | |||
EchoStar XVII | July 2012 | 107 | N/A | |||
EchoStar XIX | December 2016 | 97.1 | N/A | |||
EchoStar XXI | June 2017 | 10.25 | N/A | |||
Al Yah 3 | January 2018 | 20 | N/A | |||
EchoStar XXIV | July 2023 | 95.2 | N/A | |||
Leased from Other Third-Party: | ||||||
Eutelsat 65 West A | March 2016 | 65 | July 2031 | |||
Telesat T19V | July 2018 | 63 | August 2033 | |||
EchoStar 105/SES-11 | October 2017 | 105 | November 2029 |
| 8. | Leases |
Lessee Accounting
We enter into non-cancelable operating and finance leases for, among other things, communication towers, satellites, satellite-related ground infrastructure, data centers, office space, dark fiber and transport equipment, warehouses and distribution centers, vehicles and other equipment. Substantially all of our leases have remaining lease terms from to
Our Eutelsat 65 West A, Telesat T19V and EchoStar 105/SES-11 satellites are accounted for as finance leases within our Broadband and Satellite Services segment. Our Nimiq 5 satellite is accounted for as finance lease within our Pay-TV segment. Subsequent to September 30, 2024, we extended the Nimiq 5 lease to October 2029 and as a result, beginning in the fourth quarter of 2024, we will account for the Nimiq 5 lease as an operating lease.
23
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Substantially all of our remaining leases are accounted for as operating leases, including our Anik F3 satellite lease.
The components of lease expense were as follows:
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(In thousands) | ||||||||||||
Operating lease cost (1) | $ | | $ | | $ | | $ | | ||||
Short-term lease cost (2) |
| |
| |
| |
| | ||||
Finance lease cost: | ||||||||||||
Amortization of right-of-use assets |
| |
| |
| |
| | ||||
Interest on lease liabilities | | | | | ||||||||
Total finance lease cost |
| |
| |
| |
| | ||||
Total lease costs | $ | | $ | | $ | | $ | | ||||
| (1) | The increase in operating lease cost is primarily related to communication tower leases. |
| (2) | Leases that have terms of 12 months or less. |
Supplemental cash flow information related to leases was as follows:
For the Nine Months Ended | ||||||
September 30, | ||||||
| 2024 |
| 2023 | |||
(In thousands) | ||||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||
Operating cash flows from operating leases | $ | | $ | | ||
Operating cash flows from finance leases | $ | | $ | | ||
Financing cash flows from finance leases | $ | | $ | | ||
| ||||||
Right-of-use assets obtained in exchange for lease obligations: | ||||||
Operating leases | $ | | $ | | ||
Finance leases | $ | — | $ | | ||
24
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Supplemental balance sheet information related to leases was as follows:
As of | ||||||
September 30, | December 31, | |||||
| 2024 |
| 2023 | |||
(In thousands) | ||||||
Operating Leases: | ||||||
Operating lease assets | $ | | $ | | ||
$ | | $ | | |||
| |
| | |||
$ | | $ | | |||
Finance Leases: | ||||||
Property and equipment, gross | $ | | $ | | ||
Accumulated depreciation | ( | ( | ||||
Property and equipment, net | $ | | $ | | ||
$ | | $ | | |||
| |
| | |||
$ | | $ | | |||
Weighted Average Remaining Lease Term: | ||||||
Operating leases | ||||||
Finance leases | ||||||
Weighted Average Discount Rate: | ||||||
Operating leases | ||||||
Finance leases | ||||||
25
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Maturities of lease liabilities as of September 30, 2024 were as follows:
Maturities of Lease Liabilities | |||||||||
Operating | Finance | ||||||||
For the Years Ending December 31, |
| Leases |
| Leases |
| Total | |||
(In thousands) | |||||||||
2024 (remaining three months) | $ | | $ | | $ | | |||
2025 | | | | ||||||
2026 | | | | ||||||
2027 | | | | ||||||
2028 | | — | | ||||||
Thereafter | | — | | ||||||
Total lease payments | | | | ||||||
Less: Imputed interest | ( | ( | ( | ||||||
Total | | | | ||||||
Less: Current portion | ( | ( | ( | ||||||
Long-term portion of lease obligations | $ | | $ | | $ | | |||
Lessor Accounting
The following table presents our lease revenue by type of lease:
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(In thousands) | ||||||||||||
Lease revenue: | ||||||||||||
$ | | $ | | $ | | $ | | |||||
| | | | |||||||||
Total lease revenue | $ | | $ | | $ | | $ | | ||||
Substantially all of our net investment in sales-type leases consisted of lease receivables totaling $
The following table presents future operating lease payments to be received as of September 30, 2024:
For the Years Ending December 31, |
| Total | |
(In thousands) | |||
2024 (remaining three months) | $ | | |
2025 | | ||
2026 | | ||
2027 | | ||
2028 | | ||
Thereafter | | ||
Total lease payments to be received | $ | | |
| 9. |
26
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
| 9. | Debt and Finance Lease Obligations |
Fair Value of our Debt
The following table summarizes the carrying amount and fair value of our debt facilities as of September 30, 2024 and December 31, 2023:
As of | |||||||||||||
September 30,2024 | December 31, 2023 | ||||||||||||
Issuer |
| Carrying |
| Fair Value |
| Carrying |
| Fair Value | |||||
(In thousands) | |||||||||||||
Current: | |||||||||||||
2 3/8% Convertible Notes due 2024 (1) | DISH | $ | — | $ | — | $ | | $ | | ||||
5 7/8% Senior Notes due 2024 | DDBS | | | | | ||||||||
Term Loan due 2025 (2) | DBS SubscriberCo | | | — | — | ||||||||
Long-Term: | |||||||||||||
DISH | | | | | |||||||||
7 3/4% Senior Notes due 2026 | DDBS | | | | | ||||||||
5 1/4% Senior Secured Notes due 2026 | HSSC | | | | | ||||||||
6 5/8% Senior Notes due 2026 | HSSC | | | | | ||||||||
3 3/8% Convertible Notes due 2026 | DISH | | | | | ||||||||
5 1/4% Senior Secured Notes due 2026 | DDBS | | | | | ||||||||
11 3/4% Senior Secured Notes due 2027 | DISH | | | | | ||||||||
7 3/8% Senior Notes due 2028 | DDBS | | | | | ||||||||
Senior Secured Notes due 2028 | DDBS | | | | | ||||||||
5 1/8% Senior Notes due 2029 | DDBS | | | | | ||||||||
Term Loan due 2029 (2) | DBS SubscriberCo | | | — | — | ||||||||
Mandatorily Redeemable Preferred Shares due 2029 (2) (3) | DBS SubscriberCo | | | — | — | ||||||||
Subtotal | | | | | |||||||||
Other notes payable | | | | | |||||||||
Unamortized deferred financing costs and other debt discounts, net | ( | — | ( | — | |||||||||
Finance lease obligations (4) | | — | | — | |||||||||
Total long-term debt, finance lease and other obligations (including current portion) | $ | | $ | | $ | | $ | | |||||
| (1) | We repurchased or redeemed the principal balance of our Convertible Notes due 2024 as of March 15, 2024, the instrument’s maturity date. |
| (2) | See “New DISH DBS Financing” below for further information. |
| (3) | Due to the mandatory redemption feature of this instrument, it is considered a debt instrument. |
| (4) | Disclosure regarding fair value of finance leases is not required. |
We estimated the fair value of our publicly traded long-term debt using market prices in less active markets (Level 2).
27
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Recent Transactions
DISH DBS Exchange Offers
On September 30, 2024, we announced DISH DBS, our wholly-owned, indirect subsidiary, commenced offers to exchange (the “DISH DBS Exchange Offers”) any and all of its: (a) Senior Secured Notes due 2026 (the “Outstanding 2026 DBS Secured Notes”) for an equal principal amount of its new First Lien Notes due 2026 (the “New 2026 DBS First Lien Notes”), (b) Senior Secured Notes due 2028 (the “Outstanding 2028 DBS Secured Notes”) for an equal principal amount of its new First Lien Notes due 2028 (the “New 2028 DBS First Lien Notes”), (c) Senior Notes due 2026 (the “Outstanding 2026 DBS Notes”) for an equal principal amount of its new Second Lien Notes due 2026 (the “New 2026 DBS Second Lien Notes”), (d) Senior Notes due 2028 (the “Outstanding 2028 DBS Notes”) for an equal principal amount of its new Second Lien Notes due 2028 (the “New 2028 DBS Second Lien Notes”) and (e) Senior Notes due 2029 (the “Outstanding 2029 DBS Notes” and, together with the Outstanding 2026 DBS Secured Notes, the Outstanding 2028 DBS Secured Notes, the Outstanding 2026 DBS Notes and the Outstanding 2028 DBS Notes, the “Outstanding DBS Notes”) for an equal principal amount of its new Second Lien Notes due 2029 (the “New 2029 DBS Second Lien Notes” and, together with the New 2026 DBS First Lien Notes, the New 2028 DBS First Lien Notes, the New 2026 DBS Second Lien Notes and the New 2028 DBS Second Lien Notes, the “New DBS Notes”), in each case, pursuant to the terms described in a confidential exchange offering memorandum and consent solicitation statement, dated September 30, 2024 (“Original Exchange Offering Memorandum”). On October 28, 2024, we announced DISH DBS, our wholly-owned, indirect subsidiary, amended certain terms of the DISH DBS Exchange Offers pursuant to the terms described in Supplement No. 1, dated October 28, 2024 (the “Supplement” and together with the Original Exchange Offering Memorandum, the “Exchange Offering Memorandum”).
New DISH DBS Financing
On September 29, 2024 (the “Financing Closing Date”), we and our subsidiary, DISH DBS Issuer LLC (“DBS SubscriberCo”), received $
28
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Term Loans
On the Financing Closing Date, DBS SubscriberCo, Alter Domus (US) LLC, as Administrative Agent, and the lenders party thereto, entered into a Loan and Security Agreement (together with all the exhibits, annexes and schedules thereto, the “Loan and Security Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth therein, the lenders agreed to extend credit to DBS SubscriberCo in an aggregate principal amount of up to $
The Roll-up Incremental Term Loans may be incurred in exchange for Outstanding DBS Notes in an aggregate principal amount equal to: (i) the price at which certain lenders acquire such notes plus (ii)(A) in the case of Outstanding 2028 DBS Notes and Outstanding 2029 DBS Notes,
Interest on the Term Loans accrues and is payable monthly, generally in cash. The interest rate with respect to the Term Loan due 2029 is (i) from (and including) the Financing Closing Date and until (but excluding) the date that is twelve months thereafter,
The Loan and Security Agreement specifies a priority of payments for funds received by DBS SubscriberCo from subscriber payments and certain other revenue. Specifically, on each Transfer Date, as defined in the Loan and Security Agreement, payments will be made, as applicable, to the Administrative Agent for certain administrative and other fees, to DBS SubscriberCo for reimbursement of certain operating costs, to a subsidiary of DISH Network as Manager under the Loan and Security Agreement and as Servicer for DBS SubscriberCo, and to an account used to collect and remit interest on the Term Loans, preferred distributions with respect to Preferred Membership interests (as defined below) and monthly principal payments on the Term Loan due 2025. After remitting those payments, through September 30, 2025, if DBS SubscriberCo is in compliance with the terms of the Loan and Security Agreement, it will have the ability to accumulate any excess collections, subject to the terms of the Loan and Security Agreement. At its election, any such excess collections can be distributed by DBS SubscriberCo to its parent via an intercompany loan. No later than September 30, 2025, all excess collections will be used to fund the payment of the Term Loans, the Mandatorily Redeemable Preferred Shares and the associated interest and preferred distributions. If DBS SubscriberCo is not in compliance with its covenants, the entity will lose the ability to accumulate any excess collections with those proceeds being utilized to satisfy the debt obligation and associated interest.
29
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Mandatorily Redeemable Preferred Shares Due 2029
On the Financing Closing Date, DBS SubscriberCo, entered into an amended and restated limited liability company agreement (the “SubscriberCo LLCA”), pursuant to which, among other things, DBS SubscriberCo issued to certain investors (the “Preferred Members”) redeemable preferred equity interests (the “Preferred Membership Interests”) with an aggregate liquidation preference of $
The Preferred Membership Interests have a preferential cumulative return that accumulates daily in arrears at a rate of: (a) from (and including) the Financing Closing Date and until (but excluding) the date that is 12 months thereafter,
The Preferred Membership Interests are redeemable at DBS SubscriberCo’s option prior to the June 30, 2029 maturity date at a premium as described in the SubscriberCo LLCA. Upon the maturity date, DBS SubscriberCo is required to redeem all of the Preferred Membership Interests issued and outstanding at such time, and upon payment in full of the aggregate liquidation preference, all rights of the Preferred Members will terminate. The Preferred Members also have certain governance and economic rights set forth in the SubscriberCo LLCA.
Convertible Notes
See Note 14 for update and details of the EchoStar Exchange Offers.
On December 21, 2020, we issued $
The Convertible Notes due 2025 are:
| ● | our general unsecured obligations; |
| ● | ranked senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Notes due 2025; |
| ● | ranked equally in right of payment with all of our existing and future unsecured senior indebtedness; |
| ● | ranked effectively junior to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; |
| ● | ranked structurally junior to all indebtedness and other liabilities of our subsidiaries; and |
| ● | not guaranteed by our subsidiaries. |
30
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
We may not redeem the Convertible Notes due 2025 prior to the maturity date. If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2025, holders may require us to repurchase for cash all or part of their Convertible Notes due 2025 at a repurchase price equal to
The indenture related to the Convertible Notes due 2025 does not contain any financial covenants and does not restrict us from paying dividends, issuing or repurchasing our other securities, issuing new debt (including secured debt) or repaying or repurchasing our debt.
Subject to the terms of the related indenture, the Convertible Notes due 2025 may be converted at an initial conversion rate of
Convertible Notes due 2026
On August 8, 2016, we issued $
The Convertible Notes due 2026 are:
| ● | our general unsecured obligations; |
| ● | ranked senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Notes due 2026; |
| ● | ranked equally in right of payment with all of our existing and future unsecured senior indebtedness; |
| ● | ranked effectively junior to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; |
| ● | ranked structurally junior to all indebtedness and other liabilities of our subsidiaries; and |
| ● | not guaranteed by our subsidiaries. |
We may not redeem the Convertible Notes due 2026 prior to the maturity date. If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2026, holders may require us to repurchase for cash all or part of their Convertible Notes due 2026 at a specified make-whole price equal to
The indenture related to the Convertible Notes due 2026 does not contain any financial covenants and does not restrict us from paying dividends, issuing or repurchasing our other securities, issuing new debt (including secured debt) or repaying or repurchasing our debt.
31
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Subject to the terms of the related indenture, the Convertible Notes due 2026 may be converted at an initial conversion rate of
Convertible Note Hedge and Warrant Transactions
Merger with DISH Network. As defined and detailed in our Annual Report on Form 10-K for the year ended December 31, 2023, in connection with the completion of the Merger, on December 31, 2023, we and DISH Network entered into a note hedge amendment letter agreement with each option counterparty pursuant to which, at the Effective Time, DISH Network’s right to purchase shares of DISH Class A Common Stock pursuant to the terms of the applicable convertible note hedge transactions was changed into a right to purchase shares of EchoStar Class A Common Stock.
In addition, in connection with the completion of the Merger, on December 31, 2023, we and DISH Network entered into a warrant amendment letter agreement and warrant guarantee with each option counterparty, pursuant to which, at the Effective Time, each counterparty’s right to purchase shares of DISH Network Class A Common Stock pursuant to the applicable warrant transactions was changed into a right to purchase shares of EchoStar Class A Common Stock, and we guaranteed all of DISH Network’s obligations under the applicable warrant transactions.
In connection with the offering of the Convertible Notes due 2026, we entered into convertible note hedge transactions with certain option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes due 2026, the number of shares of DISH Network Class A Common Stock underlying the Convertible Notes due 2026, which initially gives us the option to purchase approximately
Concurrently with entering into the convertible note hedge transactions, we also entered into warrant transactions with each option counterparty whereby we sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of DISH Network Class A common stock, which initially gives the option counterparties the option to purchase approximately
32
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
We will not be required to make any cash payments to each option counterparty or its affiliates upon the exercise of the options that are a part of the convertible note hedge transactions, but will be entitled to receive from them a number of shares of Class A common stock, an amount of cash or a combination thereof. This consideration is generally based on the amount by which the market price per share of Class A common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions during the relevant valuation period under the convertible note hedge transactions. Additionally, if the market price per share of Class A common stock, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants during the measurement period at the maturity of the warrants, we will owe each option counterparty a number of shares of Class A common stock in an amount based on the excess of such market price per share of Class A common stock over the strike price of the warrants. However, as specified under the terms of the warrant transactions, we may elect to settle the warrants in cash.
DISH 2021 Intercompany Loan
The net proceeds from the offering of our 5 1/4% Senior Secured Notes due 2026 and our 5 3/4% Senior Secured Notes due 2028 (the “Senior Notes”) issued on November 26, 2021 were used by DISH DBS to make an intercompany loan to DISH Network pursuant to a Loan and Security Agreement dated November 26, 2021 (together with potential future advances to DISH Network, the “DISH 2021 Intercompany Loan”) between DISH DBS and DISH Network in order to finance the purchase of wireless spectrum licenses and for general corporate purposes, including our 5G Network Deployment. The DISH 2021 Intercompany Loan matures in
Interest accrues and is payable semiannually, and interest payments with respect to the DISH 2021 Intercompany Loan are, at our option, payable in kind for the first
As of September 30, 2024, the total DISH 2021 Intercompany Loan amount outstanding plus interest paid in kind was $
DISH 2021 Intercompany Loan 2026 Tranche. In January 2024, we completed a series of assignments resulting in the transfer of the receivable in respect to the DISH 2021 Intercompany Loan 2026 Tranche of $
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The DISH 2021 Intercompany Loan is secured by Weminuche’s interest in the wireless spectrum licenses for the 3.45-3.55 GHz Licenses with such cash proceeds up to the total loan amount outstanding including interest paid in kind. Under certain circumstances, DISH Network wireless spectrum licenses (valued based upon a third-party valuation) may be substituted for the collateral. The DISH 2021 Intercompany Loan is not included as collateral for the Senior Secured Notes, and the Senior Secured Notes are subordinated to DISH DBS’s existing and certain future unsecured notes with respect to certain realizations under the DISH 2021 Intercompany Loan and any collateral pledged as security for the DISH 2021 Intercompany Loan.
10.Commitments and Contingencies
Commitments
5G Network Deployment
We have invested a total of over $
We may need to raise additional capital in the future, which may not be available on favorable terms, to fund the efforts described below, as well as, among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. There can be no assurance that we will be able to complete all build-out requirements or profitably deploy our Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations.
Wireless Spectrum Licenses
Liberty Puerto Rico Asset Sale. On November 5, 2023, our wholly-owned subsidiary DISH Network entered into an Asset Purchase Agreement, License Purchase Agreement and other ancillary transaction agreements with Liberty Latin America (“Liberty”) and its affiliate providing for the sale of certain of our wireless assets in Puerto Rico and the US Virgin Islands (the “Liberty Puerto Rico Asset Sale”). The consideration also includes a right for us to receive preferential international roaming rates within Liberty’s footprint at a reduced rate for a 10 year period. The Liberty Puerto Rico Asset Sale was approved by the FCC and DOJ and closed in the third quarter of 2024. We will receive payments totaling $
The Liberty Puerto Rico Asset Sale contains a “clawback” provision under which we retained the ability to “clawback” certain wireless licenses. Due to this “clawback” provision and the associated accounting requirements, we will not derecognize the impacted wireless licenses until the associated contingencies have been resolved.
As of September 30, 2024, the contingent liability associated with the “clawback” provision was $
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Our Wireless spectrum licenses are subject to certain build-out requirements, as well as certain renewal requirements that are summarized in the table below:
Build-Out Deadlines | ||||||||||||
Final | ||||||||||||
| Carrying Amount |
| Interim |
| Accelerated License Areas |
| Extension License Areas |
| Expiration Date | |||
(In thousands) | ||||||||||||
Owned: | ||||||||||||
DBS Licenses (1) | $ | | ||||||||||
700 MHz Licenses (2) |
| | December 31, 2024 (3) | June 14, 2025 (5) | June 2033 | |||||||
AWS-4 Licenses (2) | | December 31, 2024 (3) | June 14, 2025 (5) | June 2033 | ||||||||
H Block Licenses (2) | | December 31, 2024 (3) | June 14, 2025 (6) | June 2033 | ||||||||
600 MHz Licenses | | December 31, 2024 (4) | June 14, 2025 (7) | June 2029 | ||||||||
MVDDS Licenses (1) | | July, August, September 2034 | ||||||||||
LMDS Licenses (1) | — | September 2028 | ||||||||||
28 GHz Licenses | | October 2, 2029 (8) | October 2029 | |||||||||
24 GHz Licenses | | December 11, 2029 (8) | December 2029 | |||||||||
37 GHz, 39 GHz and 47 GHz Licenses | | June 4, 2030 (8) | June 2030 | |||||||||
3550-3650 MHz Licenses | | March 12, 2031 (8) | March 2031 | |||||||||
3.7-3.98 GHz Licenses | | July 23, 2029 (8) | July 23, 2033 (8) | July 2036 | ||||||||
3.45–3.55 GHz Licenses | | May 4, 2026 (9) | May 4, 2030 (9) | May 2037 | ||||||||
1695-1710 MHz, 1755-1780 MHz and 2155-2180 MHz (2) | | March 2026 | ||||||||||
AWS-3 | | December 31, 2024 (10) | October 2025 (11) | October 2025 (11) | ||||||||
Subtotal | | |||||||||||
Capitalized Interest (12) | | |||||||||||
Total as of September 30, 2024 | $ | | ||||||||||
| (1) | The build-out deadlines for these licenses have been met. |
| (2) | The interim build-out deadlines for these licenses are in the past. |
| (3) | For certain of these license areas, we must offer 5G broadband service to at least |
| (4) | For certain of these license areas, we must offer 5G broadband service to at least |
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| (5) | For the 700 MHz and AWS-4 licenses set forth in Appendix G-1 of our September 2024 FCC extension request, if, by December 31, 2024, we satisfy the accelerated buildout obligations described in footnotes 3, 4 and 11 herein, the final deadline for us to offer 5G broadband service to at least |
| (6) | For the H-Block licenses set forth in Appendix G-1 of our September 2024 FCC extension request, if, by December 31, 2024, we satisfy the accelerated buildout obligations described in footnotes 3, 4 and 11 herein, the final deadline for us to offer 5G broadband service to at least |
| (7) | For the 600 MHz licenses set forth in Appendix G-2 of our September 2024 FCC extension request, if, by December 31, 2024, we satisfy the accelerated buildout obligations described in footnotes 3, 4 and 11 herein, the final deadline for us to offer 5G broadband service to at least |
| (8) | There are a variety of build-out options and associated build-out metrics associated with these licenses. |
| (9) | There are a variety of build-out options and associated build-out metrics associated with these licenses. If the interim build-out requirement is not met, the final build-out requirement may be accelerated by |
| (10) | For certain of these license areas, we must provide reliable signal coverage and offer service for certain accelerated licenses to at least |
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| (11) | For the AWS-3 licenses set forth in Appendix G-3 of our September 2024 FCC extension request, if, by December 31, 2024, we satisfy the accelerated buildout obligations described in footnotes 3, 4 and 11 herein, the final deadline for us to offer 5G broadband service to at least |
| (12) | See Note 2 for further information. |
Commercialization of Our Wireless Spectrum Licenses and Related Assets. On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least
In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our licenses based on several commitments, described above.
We may need to make significant additional investments or partner with others to, among other things, continue our 5G Network Deployment and further commercialize, build-out and integrate these licenses and related assets and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses. Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as we continue our 5G Network Deployment, we have and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third-party integration. As a result of these investments, among other factors, we may need to raise additional capital, which may not be available on favorable terms. We may also determine that additional wireless spectrum licenses may be required for our 5G Network Deployment and to compete effectively with other wireless service providers.
AWS-3 Auction
Northstar Wireless is a wholly-owned subsidiary of Northstar Spectrum, which is an entity owned by us and, prior to October 12, 2023, by us and Northstar Manager. SNR Wireless is a wholly-owned subsidiary of SNR HoldCo, which is an entity owned by us and, prior to February 16, 2024, by us and SNR Management. See Note 2 for further information.
Northstar Wireless and SNR Wireless each filed applications with the FCC to participate in Auction 97 (the “AWS-3 Auction”) for the purpose of acquiring certain AWS-3 Licenses. Each of Northstar Wireless and SNR Wireless applied to receive bidding credits of
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FCC Order and October 2015 Arrangements. On August 18, 2015, the FCC released a Memorandum Opinion and Order, FCC 15-104 (the “Order”) in which the FCC determined, among other things, that DISH Network has a controlling interest in, and is an affiliate of, Northstar Wireless and SNR Wireless, and therefore DISH Network’s revenues should be attributed to them, which in turn makes Northstar Wireless and SNR Wireless ineligible to receive the
Letters Exchanged between Northstar Wireless and the FCC Wireless Bureau. As outlined in letters exchanged between Northstar Wireless and the Wireless Telecommunications Bureau of the FCC (the “FCC Wireless Bureau”), Northstar Wireless paid the gross winning bid amounts for
If the winning bids from re-auction or other award of the AWS-3 licenses retained by the FCC are greater than or equal to the winning bids of Northstar Wireless, no additional amounts will be owed to the FCC by Northstar Wireless. However, if those winning bids are less than the winning bids of Northstar Wireless, then we will be responsible for the difference less any overpayment of the Northstar interim payment, detailed below, (which will be recalculated as
Letters Exchanged between SNR Wireless and the FCC Wireless Bureau. As outlined in letters exchanged between SNR Wireless and the FCC Wireless Bureau, SNR Wireless paid the gross winning bid amounts for
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D.C. Circuit Court Opinion. On August 29, 2017, the United States Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit”) in SNR Wireless LicenseCo, LLC, et al. v. Federal Communications Commission, 868 F.3d 1021 (D.C. Cir. 2017) (the “Appellate Decision”) affirmed the Order in part, and remanded the matter to the FCC to give Northstar Wireless and SNR Wireless an opportunity to seek to negotiate a cure of the issues identified by the FCC in the Order (a “Cure”). On January 26, 2018, SNR Wireless and Northstar Wireless filed a petition for a writ of certiorari, asking the United States Supreme Court to hear an appeal from the Appellate Decision, which the United States Supreme Court denied on June 25, 2018.
Order on Remand. On January 24, 2018, the FCC released an Order on Remand, DA 18-70 (the “Order on Remand”) purporting to establish a procedure to afford Northstar Wireless and SNR Wireless the opportunity to implement a Cure pursuant to the Appellate Decision. On June 8, 2018, Northstar Wireless and SNR Wireless each filed amended agreements to demonstrate that, in light of such changes, each of Northstar Wireless and SNR Wireless qualified for the very small business bidding credit that it sought in the AWS-3 Auction. Northstar Wireless and SNR Wireless filed a Joint Application for Review of the Order on Remand requesting, among other things, an iterative negotiation process with the FCC regarding a Cure, which was denied on July 12, 2018. The pleading cycle established in the Order on Remand concluded in October 2018. On November 23, 2020, the FCC issued a Memorandum Opinion and Order that concluded, among other things, that DISH Network retained de facto control over Northstar Wireless and SNR Wireless and denied the very small business bidding credit sought by Northstar Wireless and SNR Wireless, even though the parties had eliminated or significantly modified every provision previously deemed to have been disqualifying by the FCC. Northstar Wireless and SNR Wireless timely filed an appeal of the FCC’s 2020 decision. On June 21, 2022, the United States Court of Appeals for the District of Columbia issued an Opinion rejecting this challenge. On January 17, 2023, Northstar Wireless filed a petition for a writ of certiorari asking the United States Supreme Court to hear a further appeal, but that petition was denied on June 30, 2023.
For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Contingencies
Litigation
We are involved in a number of legal proceedings (including those described below) concerning matters arising in connection with the conduct of our business activities. Many of these proceedings are at preliminary stages, and many of these proceedings seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or an additional loss may have been incurred and to determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made.
For certain cases described on the following pages, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories to be presented or a large number of parties. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.
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ClearPlay, Inc.
On March 13, 2014, ClearPlay, Inc. (“ClearPlay”) filed a complaint against us and our wholly-owned subsidiaries DISH Network and DISH Network L.L.C., and our then wholly-owned subsidiary EchoStar Technologies L.L.C., in the United States District Court for the District of Utah. The complaint alleges willful infringement of United States Patent Nos. 6,898,799 (the “799 patent”), entitled “Multimedia Content Navigation and Playback”; 7,526,784 (the “784 patent”), entitled “Delivery of Navigation Data for Playback of Audio and Video Content”; 7,543,318 (the “318 patent”), entitled “Delivery of Navigation Data for Playback of Audio and Video Content”; 7,577,970 (the “970 patent”), entitled “Multimedia Content Navigation and Playback”; and 8,117,282 (the “282 patent”), entitled “Media Player Configured to Receive Playback Filters From Alternative Storage Mediums.” ClearPlay alleges that the AutoHop™ feature of our Hopper® set-top box infringes the asserted patents. On February 11, 2015, the case was stayed pending various third-party challenges before the United States Patent and Trademark Office regarding the validity of certain of the patents asserted in the action.
In those third-party challenges, the United States Patent and Trademark Office found that all claims of the 282 patent are unpatentable, and that certain claims of the 784 patent and 318 patent are unpatentable. ClearPlay appealed as to the 784 patent and the 318 patent, and on August 23, 2016, the United States Court of Appeals for the Federal Circuit affirmed the findings of the United States Patent and Trademark Office. On October 31, 2016, the stay was lifted, and in May 2017, ClearPlay agreed to dismiss us and DISH Network as defendants, leaving DISH Network L.L.C. and DISH Technologies L.L.C. as the sole defendants.
On October 16, October 21, November 2, 2020 and November 9, 2020, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of the asserted claims of, respectively, the 784 patent, the 799 patent, the 318 patent and the 970 patent; and on November 2, November 20, December 14 and December 15, 2020, the United States Patent and Trademark Office granted each request for reexamination. On May 7, 2021, May 25, 2021, June 25, 2021 and July 7, 2021, the United States Patent and Trademark Office issued Ex Parte Reexamination Certificates confirming the patentability of the challenged claims of, respectively, the 799 patent, the 784 patent, the 318 patent and the 970 patent.
In October and November 2021, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of certain asserted claims of the 784 patent, the 799 patent and the 970 patent. In November and December, 2021, the United States Patent and Trademark Office granted review of the challenged claims of the 799 patent and the 970 patent, but denied review of the challenged claims of the 784 patent. On January 24, 2022, an examiner of the United States Patent and Trademark Office affirmed the challenged claims of the 799 patent, and on January 19, 2023, an examiner of the United States Patent and Trademark Office affirmed the challenged claims of the 970 patent.
In an order dated January 31, 2023, the Court granted in part and denied in part DISH Network L.L.C.’s and DISH Technologies L.L.C.’s motion for summary judgment. Thereafter, ClearPlay narrowed its case to three asserted claims: one under the 799 patent and two under the 970 patent. Following a two-week trial, on March 10, 2023, the jury returned a verdict that DISH Network L.L.C. and DISH Technologies L.L.C. infringed each of the asserted patent claims (though not willfully), and awarded damages of $
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We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Data Breach Class Actions
On May 9, 2023, Susan Owen-Brooks, an alleged customer, filed a putative class action complaint against our wholly-owned subsidiary DISH Network in the United States District Court for the District of Colorado. She purports to represent a nationwide class of all individuals in the United States who allegedly had private information stolen as a result of the February 23, 2023 Cyber-security Incident (and a North Carolina statewide subclass of the same individuals). Since that filing,
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Digital Broadcasting Solutions, LLC
On August 29, 2022, Digital Broadcasting Solutions, LLC filed a complaint against our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C. in the United States District Court for the Eastern District of Texas. The complaint alleges infringement of U.S. Patent No. 8,929,710 (the “710 patent”) and U.S. Patent No. 9,538,122 (the “122 patent”), each entitled “System and method for time shifting at least a portion of a video program.” Generally, the plaintiff contends that the AutoHop feature of our Hopper® set-top boxes infringes the asserted patents. On June 21, 2023, the Court granted the motion of DISH Network L.L.C. and DISH Technologies L.L.C. to have the case transferred to the United States District Court for the District of Colorado.
In May 2023, DISH Network L.L.C. and DISH Technologies L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of all claims of the 710 patent and the 122 patent and, on December 11, 2023, the United States Patent and Trademark Office entered decisions instituting each petition. On May 9, 2024, a magistrate judge issued an order granting the defendants’ motion to stay the case pending the petitions before the United States Patent and Trademark Office and any related appeals.
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
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Entropic Communications, LLC (first action)
On March 9, 2022, Entropic Communications, LLC (“Entropic”) filed a complaint against our wholly-owned subsidiaries DISH Network, DISH Network L.L.C. and Dish Network Service L.L.C. in the United States District Court for the Eastern District of Texas. The complaint alleges infringement of U.S. Patent No. 7,130,576 (the “576 patent”), entitled “Signal Selector and Combiner for Broadband Content Distribution”; U.S. Patent No. 7,542,715 (the “715 Patent”), entitled “Signal Selector and Combiner for Broadband Content Distribution”; and U.S. Patent No. 8,792,008 (the “008 Patent”), entitled “Method and Apparatus for Spectrum Monitoring.” On March 30, 2022, Entropic filed an amended complaint alleging infringement of the same patents. Generally, the plaintiff accuses satellite antennas, low-noise block converters, signal selector and combiners, and set-top boxes and the manner in which they process signals for satellite television customers of infringing the asserted patents. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein.
On October 24, 2022, this case was ordered to be transferred to the United States District Court for the Central District of California. A companion case against DirecTV was also ordered transferred to the United States District Court for the Central District of California. In January and February of 2023, DISH Network L.L.C. and Dish Network Service L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of all claims of the 715 patent, all claims of the 008 patent, and 25 claims of the 576 patent, which includes all of its asserted claims. In August and September 2023, the Patent Office denied institution on the petitions challenging the 715 patent and the 576 patent. In September 2023, at the parties’ joint request, the Patent Office dismissed the petition challenging the 008 patent, as Entropic agreed to drop its claims against DISH Network on that patent. On July 12, 2024, the United States Patent and Trademark Office granted a request for reexamination of the 715 patent.
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Entropic Communications, LLC (second action)
On February 10, 2023, Entropic filed a second lawsuit against our wholly-owned subsidiaries DISH Network, DISH Network L.L.C., Dish Network Service L.L.C. and Dish Network California Service Corporation in the United States District Court for the Central District of California. The complaint alleges infringement of U.S. Patent No. 7,295,518 (the “518 patent”), entitled “Broadband network for coaxial cable using multi-carrier modulation”; U.S. Patent No. 7,594,249 (the “249 patent”), entitled “Network interface device and broadband local area network using coaxial cable”; U.S. Patent Nos. 7,889,759 (the “759 patent”), entitled “Broadband cable network utilizing common bit-loading”; U.S. Patent No. 8,085,802 (the “802 Patent”), entitled “Multimedia over coaxial cable access protocol”; U.S. Patent No. 9,838,213 (the “213 patent”), entitled “Parameterized quality of service architecture in a network”; U.S. Patent No. 10,432,422 (the “422 patent”), entitled “Parameterized quality of service architecture in a network”; U.S. Patent No. 8,631,450 (the “450 patent”), entitled “Broadband local area network”; U.S. Patent No. 8,621,539 (the “539 patent”), entitled “Physical layer transmitter for use in a broadband local area network”; U.S. Patent No. 8,320,566 (the “0,566 patent”), entitled “Method and apparatus for performing constellation scrambling in a multimedia home network”; U.S. Patent No. 10,257,566 (the “7,566 patent”), entitled “Broadband local area network”; U.S. Patent No. 8,228,910 (the “910 Patent”), entitled “Aggregating network packets for transmission to a destination mode”; and U.S. Patent No. 8,363,681 (the “681 patent”), entitled “Method and apparatus for using ranging measurements in a multimedia home network.”
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Generally, the patents relate to Multimedia over Coax Alliance standards and the manner in which we provide a whole-home DVR network over an on-premises coaxial cable network.
Entropic has asserted the same patents in the same court against Comcast, Cox and DirecTV. On September 7, 2023, the Court granted the motion of DISH Network L.L.C., Dish Network Service L.L.C. and Dish Network California Service Corporation to dismiss the claims arising from the 7,566 patent and the 910 patent on the grounds that they claimed in eligible subject matter. In January and February 2024, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of the 249 patent, the 518 patent, the 759 patent, the 450 patent, the 539 patent, the 0,566 patent, and the 681 patent. In July and August 2024, the United States Patent and Trademark Office agreed to institute proceedings on the petitions challenging the 249 patent and the 518 patent, but denied institution on the remaining petitions.
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Freedom Patents
On April 7, 2023, Freedom Patents LLC filed a complaint against our wholly-owned subsidiaries DISH Network, DISH Network L.L.C. and Dish Network Service L.L.C. in the United States District Court for the Eastern District of Texas. The complaint alleges infringement of U.S. Patent No. 8,284,686 (the “686 Patent”), entitled “Antenna/Beam Selection Training in MIMO Wireless LANS with Different Sounding Frames”; U.S. Patent No. 8,374,096 (the “096 Patent”), entitled “Method for Selecting Antennas and Beams in MIMO Wireless LANs”; and U.S. Patent No. 8,514,815 (the “815 Patent”), entitled “Training Signals for Selecting Antennas and Beams in MIMO Wireless LANs.” Similar complaints were also filed against Acer, Altice, Charter, Comcast and Verizon. In general, the asserted patents relate to the 802.11 wireless standard, and the products accused of infringement are the Wireless Joey, its access point, and certain Ring, Nest and Linksys products that we sell. On March 15, 2024, the Court denied the defendants’ motion to transfer the case to the United States District Court for the District of Colorado. On May 24, 2024, the case was dismissed pursuant to a settlement under which DISH Network, DISH Network L.L.C. and Dish Network Service L.L.C. paid an immaterial amount. This matter is now concluded.
Hughes Telecommunicaoes do Brasil v. State of São Paulo Treasury Department
On December 12, 2019, Hughes Telecommunicaoes do Brasil (“HTB”) filed a tax annulment claim in the Judicial Court of São Paulo, claiming that a tax assessment from the State Treasury of São Paulo, for the period from January 2013 to December 2014, was based on an erroneous interpretation of an exemption to the ICMS (a state tax on, among other things, communications).
In June 2022, a judicial expert determined that HTB’s interpretation of the exemption was correct. Nonetheless, in July 2023, the Court entered judgment against HTB, and in October 2023, rejected HTB’s request for clarification. In November 2023, HTB filed an appeal to the Court of Justice.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.
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Jones 401(k) Litigation
On December 20, 2021, four former employees filed a class action complaint in the United States District Court for the District of Colorado against our wholly-owned subsidiary DISH Network, its Board of Directors, and its Retirement Plan Committee alleging fiduciary breaches arising from the management of our 401(k) Plan. The putative class, comprised of all participants in the Plan on or after January 20, 2016, alleges that the Plan had excessive recordkeeping and administrative expenses and that it maintained underperforming funds. On February 1, 2023, a Magistrate Judge issued a recommendation that the defendants’ motion to dismiss the complaint be granted, and on March 27, 2023, the district court judge granted the motion. As permitted by the Court’s order, the plaintiffs filed an amended complaint on April 10, 2023, which is limited to allegations regarding the alleged underperformance of the Fidelity Freedom Funds. On November 7, 2023, a Magistrate Judge issued a recommendation that the defendants’ motion to dismiss the amended complaint be denied as to the duty to prudently monitor fund performance, but be granted as to the duty of loyalty and, on November 27, 2023, the district court judge entered an order adopting the recommendation. On March 1, 2024, by stipulation, the plaintiffs dismissed their claims against the Board of Directors and the Retirement Plan Committee, leaving DISH Network as the sole defendant. On April 30, 2024, pursuant to the parties’ stipulation, the Court certified the proposed plaintiff class. On October 30, 2024, pursuant to the parties’ stipulation, the Court stayed the litigation pending a mediation.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
License Fee Dispute with Government of India, Department of Telecommunications
In 1994, the Government of India promulgated a “National Telecommunications Policy” under which the government liberalized the telecommunications sector and required telecommunications service providers to pay fixed license fees. Pursuant to this policy, our subsidiary Hughes Communications India Private Limited (“HCIPL”), formerly known as Hughes Escorts Communications Limited, obtained a license to operate a data network over satellite using VSAT systems. In 2002, HCIPL’s license was amended pursuant to a 1999 government policy that eliminated fixed license fees and replaced them with license fees based on service providers’ adjusted gross revenue (“AGR”). In March 2005, the Indian Department of Telecommunications (“DOT”) notified HCIPL that, based on its review of HCIPL’s audited accounts and AGR statements, HCIPL must pay additional license fees and penalties and interest on such fees and penalties. HCIPL responded that the DOT had improperly calculated its AGR by including revenue from both licensed and unlicensed activities.
The DOT rejected this explanation and in 2006, HCIPL filed a petition with an administrative tribunal (the “Tribunal”), challenging the DOT’s calculation of its AGR. The DOT also issued license fee assessments to other telecommunications service providers and those other providers filed similar petitions with the Tribunal. These petitions were amended, consolidated, remanded and re-appealed several times. On April 23, 2015, the Tribunal issued a judgment affirming the DOT’s calculation of AGR for the telecommunications service providers but reversing the DOT’s imposition of interest, penalties and interest on such penalties as excessive.
Over subsequent years, the DOT and HCIPL and other telecommunications service providers, respectively, filed several appeals of the Tribunal’s ruling. On October 24, 2019, the Supreme Court of India (“Supreme Court”) issued an order (the “October 2019 Order”) affirming the license fee assessments imposed by the DOT, including its imposition of interest, penalties and interest on the penalties, but without indicating the amount HCIPL was required to pay the DOT, and ordering payment by January 23, 2020. On November 23, 2019, HCIPL and other telecommunication service providers filed a petition asking the Supreme Court to reconsider the October 2019 Order.
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The petition was denied on January 20, 2020. On January 22, 2020, HCIPL and other telecommunication service providers filed an application requesting that the Supreme Court modify the October 2019 Order to permit the DOT to calculate the final amount due and extend HCIPL’s and the other telecommunication service providers’ payment deadline. On February 14, 2020, the Supreme Court directed HCIPL and the other telecommunication service providers to explain why the Supreme Court should not initiate contempt proceedings for failure to pay the amounts due.
During a hearing on March 18, 2020, the Supreme Court ordered that all amounts that were due before the October 2019 Order must be paid, including interest, penalties and interest on the penalties. The Supreme Court also ordered that the parties appear for a further hearing addressing, among other things, a proposal by the DOT to allow for extended or deferred payments of amounts due. On June 11, 2020, the Supreme Court ordered HCIPL and the other telecommunication service providers to submit affidavits addressing the proposal made by the DOT to extend the time frame for payment of the amounts owed and for HCIPL and the other telecommunication providers to provide security for such payments.
On September 1, 2020, the Supreme Court issued a judgment permitting a
Pursuant to the Contribution and Membership Interest Purchase Agreement (the “Purchase Agreement”) dated December 3, 2004 between The DirecTV Group, Inc. (“DirecTV”) and certain other entities relating to DirecTV’s spinoff of certain of its subsidiaries, including HCIPL, DirecTV undertook to indemnify HCIPL for certain pre-closing tax liabilities. On March 27, 2020, HCIPL filed an indemnification complaint against DirecTV in the United States District Court for the Southern District of New York, seeking to recover certain license fees, penalties and interest owed to the Indian government as a result of the aforementioned proceedings. On November 16, 2021, the New York court granted summary judgment in favor of DirecTV, but on June 22, 2023, the United States Court of Appeals for the Second Circuit reversed, holding that, under the Purchase Agreement, HCIPL is entitled to indemnification from DirecTV. The Second Circuit remanded the case back to the trial court to determine the amount of indemnification owed. The parties have reached a conditional agreement to settle the matter, and, on October 3, 2024, at the parties’ request, the Court stayed the case pending the determination of those conditions.
Lingam Securities Class Action (formerly Jaramillo)
On March 23, 2023, a securities fraud class action complaint was filed against our wholly-owned subsidiary DISH Network and Messrs. Ergen, Carlson and Orban in the United States District Court for the District of Colorado. The complaint is brought on behalf of a putative class of purchasers of our securities during the February 22, 2021 to February 27, 2023 class period. In general, the complaint alleges that DISH Network’s public statements during that period were false and misleading and contained material omissions, because they did not disclose that DISH Network allegedly maintained a deficient cyber-security and information technology infrastructure, were unable to properly secure customer data and DISH Network’s operations were susceptible to widespread service outages.
In August 2023, the Court appointed a new lead plaintiff and lead plaintiff’s counsel, and, on October 20, 2023, they filed an amended complaint that abandoned the original allegations. In their amended complaint, plaintiffs allege that, during the class period, the defendants concealed problems concerning the 5G network buildout that prevented scaling and commercializing the network to obtain enterprise customers.
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The amended complaint added as individual defendants James S. Allen, DISH Network’s Senior Vice President and Chief Accounting Officer; John Swieringa, our President, Technology and Chief Operating Officer; Dave Mayo, DISH Network’s former Executive Vice President of Network Development; Marc Rouanne, DISH Network’s former Executive Vice President and Chief Network Officer; and Stephen Bye, DISH Network’s former Executive Vice President and Chief Commercial Officer. After the defendants filed a motion to dismiss, the plaintiffs filed a further amended complaint, asserting the same theory, on February 23, 2024. The new complaint drops Erik Carlson, John Swieringa, Paul Orban and James Allen as individual defendants.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Quantum Technology Innovations LLC
On June 5, 2024, Quantum Technology Innovations, LLC filed a complaint in the United States District Court for the Eastern District of Texas against our wholly-owned subsidiary DISH Network alleging infringement of United States Patent No. 7,650,376, entitled “Content Distribution System for Distributing Content Over a Network, with Particular Applicability to Distributing High-Bandwidth Content.” The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. On August 8, 2024, Quantum Technology Innovations dismissed its complaint without prejudice. This matter is now concluded.
Realtime Data LLC and Realtime Adaptive Streaming LLC
On June 6, 2017, Realtime Data LLC d/b/a IXO (“Realtime”) filed an amended complaint in the United States District Court for the Eastern District of Texas (the “Original Texas Action”) against us and our wholly-owned subsidiaries DISH Network, DISH Network L.L.C., DISH Technologies L.L.C. (then known as EchoStar Technologies L.L.C.), Sling TV L.L.C., Sling Media L.L.C. and Hughes Network Systems, L.L.C. (“HNS”); and Arris Group, Inc. Realtime’s initial complaint in the Original Texas Action, filed on February 14, 2017, had named only us and our wholly-owned subsidiary HNS as defendants.
The amended complaint in the Original Texas Action alleges infringement of United States Patent No. 8,717,204 (the “204 patent”), entitled “Methods for encoding and decoding data”; United States Patent No. 9,054,728 (the “728 patent”), entitled “Data compression systems and methods”; United States Patent No. 7,358,867 (the “867 patent”), entitled “Content independent data compression method and system”; United States Patent No. 8,502,707 (the “707 patent”), entitled “Data compression systems and methods”; United States Patent No. 8,275,897 (the “897 patent”), entitled “System and methods for accelerated data storage and retrieval”; United States Patent No. 8,867,610 (the “610 patent”), entitled “System and methods for video and audio data distribution”; United States Patent No. 8,934,535 (the “535 patent”), entitled “Systems and methods for video and audio data storage and distribution”; and United States Patent No. 8,553,759 (the “759 patent”), entitled “Bandwidth sensitive data compression and decompression.”
Realtime alleges that our, Sling TV L.L.C.’s, Sling Media L.L.C.’s and Arris Group, Inc.’s streaming video products and services compliant with various versions of the H.264 video compression standard infringe the 897 patent, the 610 patent and the 535 patent, and that the data compression system in HNS’ products and services infringes the 204 patent, the 728 patent, the 867 patent, the 707 patent and the 759 patent.
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On July 19, 2017, the Court severed Realtime’s claims against DISH Network, DISH Network L.L.C., Sling TV L.L.C., Sling Media L.L.C. and Arris Group, Inc. (alleging infringement of the 897 patent, the 610 patent and the 535 patent) from the Original Texas Action into a separate action in the United States District Court for the Eastern District of Texas (the “Second Texas Action”). On August 31, 2017, Realtime dismissed the claims against DISH Network, Sling TV L.L.C., Sling Media Inc., and Sling Media L.L.C. from the Second Texas Action and refiled these claims (alleging infringement of the 897 patent, the 610 patent and the 535 patent) against Sling TV L.L.C., Sling Media Inc., and Sling Media L.L.C. in a new action in the United States District Court for the District of Colorado (the “Colorado Action”). Also on August 31, 2017, Realtime dismissed DISH Technologies L.L.C. from the Original Texas Action, and on September 12, 2017, added it as a defendant in an amended complaint in the Second Texas Action. On November 6, 2017, Realtime filed a joint motion to dismiss the Second Texas Action without prejudice, which the Court entered on November 8, 2017.
On October 10, 2017, Realtime Adaptive Streaming LLC (“Realtime Adaptive Streaming”) filed suit against our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C., as well as Arris Group, Inc., in a new action in the United States District Court for the Eastern District of Texas (the “Third Texas Action”), alleging infringement of the 610 patent and the 535 patent. Also on October 10, 2017, an amended complaint was filed in the Colorado Action, substituting Realtime Adaptive Streaming as the plaintiff instead of Realtime, and alleging infringement of only the 610 patent and the 535 patent, but not the 897 patent. On November 6, 2017, Realtime Adaptive Streaming filed a joint motion to dismiss the Third Texas Action without prejudice, which the court entered on November 8, 2017. Also on November 6, 2017, Realtime Adaptive Streaming filed a second amended complaint in the Colorado Action, adding our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C., as well as Arris Group, Inc., as defendants.
As a result, neither DISH Network nor any of its subsidiaries is a defendant in the Original Texas Action; the Court has dismissed without prejudice the Second Texas Action and the Third Texas Action; and our wholly-owned subsidiaries DISH Network L.L.C., DISH Technologies L.L.C., Sling TV L.L.C. and Sling Media L.L.C. as well as Arris Group, Inc., are defendants in the Colorado Action, which now has Realtime Adaptive Streaming as the named plaintiff. Following settlements with the plaintiff, we and HNS were dismissed from the Original Texas Action in February 2019, and Arris Group, Inc. was dismissed from the Colorado Action in March 2021.
On July 3, 2018, Sling TV L.L.C., Sling Media L.L.C., DISH Network L.L.C., and DISH Technologies L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of each of the asserted patents. On January 31, 2019, the United States Patent and Trademark Office agreed to institute proceedings on DISH Network’s petitions, and it held trial on the petitions on December 5, 2019. On January 17, 2020, the United States Patent and Trademark Office terminated the petitions as time-barred, but issued a final written decision invalidating the 535 patent to third parties that had timely joined in DISH Network’s petition (and, on January 10, 2020, issued a final written decision invalidating the 535 patent in connection with a third party’s independent petition). On March 16, 2020, Sling TV L.L.C., Sling Media L.L.C., DISH Network L.L.C., and DISH Technologies L.L.C. filed a notice of appeal from the terminated petitions to the United States Court of Appeals for the Federal Circuit. On June 29, 2020, the United States Patent and Trademark Office filed a notice of intervention in the appeal. On March 16, 2021, the Court of Appeals dismissed the appeal for lack of jurisdiction. On April 29, 2021, Sling TV L.L.C., Sling Media L.L.C., DISH Network L.L.C., and DISH Technologies L.L.C. filed a petition for rehearing, which was denied on June 28, 2021. On January 12, 2021, Realtime Adaptive Streaming filed a notice of dismissal of its claims on the 535 patent.
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On July 30, 2021, the District Court granted summary judgment in favor of DISH Network L.L.C., DISH Technologies L.L.C., Sling TV L.L.C. and Sling Media L.L.C., holding that the remaining asserted patent, the 610 patent, is invalid because it claims patent-ineligible abstract subject matter. Realtime Adaptive Streaming appealed that ruling to the United States Court of Appeals for the Federal Circuit, and on May 11, 2023, that Court affirmed the District Court’s summary judgment order. Independently, on September 21, 2021, in connection with an ex parte reexamination of the validity of the 610 patent, an examiner at the United States Patent and Trademark Office issued a final office action rejecting each asserted claim of the 610 patent as invalid over the cited prior art. On April 19, 2023, the Patent Trial and Appeal Board rejected Realtime Adaptive Streaming’s appeal and affirmed the examiner’s rejection of the asserted claims of the 610 patent. Realtime did not further appeal the Patent Trial and Appeal Board’s determination and, thus, the asserted claims of the 610 patent were canceled. As a result, DISH Network L.L.C., DISH Technologies L.L.C., Sling TV L.L.C. and Sling Media L.L.C. no longer face any possible exposure from this matter, and the liability phase of this case is concluded.
On January 21, 2022, the District Court granted the motion by DISH Network L.L.C., DISH Technologies L.L.C., Sling TV L.L.C. and Sling Media L.L.C. to have the case declared “exceptional,” and on September 20, 2022, awarded them $
SafeCast Limited
On June 27, 2022, SafeCast Limited filed a complaint against our wholly-owned subsidiary DISH Network in the United States District Court for the Western District of Texas. The complaint alleges that DISH Network infringes U.S. Patent No. 9,392,302, entitled “System for providing improved facilities in time-shifted broadcasts” (the “302 patent”). On the same day, it brought complaints in the same court asserting infringement of the same patent against AT&T, Google, HBO, NBCUniversal, Paramount and Verizon. On October 24, 2022, in response to the parties’ joint motion, the Court ordered the case against DISH Network transferred to the United States District Court for the District of Colorado. On December 1, 2022, SafeCast filed an amended complaint naming our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C. as defendants and withdrawing the allegations as to DISH Network. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein.
On June 22, 2023, DISH Network L.L.C. and DISH Technologies L.L.C. filed a petition with the United States Patent and Trademark Office challenging the validity of the asserted claims of the 302 patent, and on June 26, 2024, the United States Patent and Trademark Office agreed to institute proceedings on that petition. On August 28, 2023, the Court stayed the case pending resolution of the petition. On October 3, 2024, in connection with a third party’s petition citing different prior art, the United States Patent and Trademark Office invalidated all claims asserted against DISH Network L.L.C. and DISH Technologies L.L.C. but that decision remains subject to a potential appeal.
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
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Sound View Innovations, LLC
On December 30, 2019, Sound View Innovations, LLC filed one complaint against our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C. and a second complaint against our wholly-owned subsidiary Sling TV L.L.C. in the United States District Court for the District of Colorado. The complaint against DISH Network L.L.C. and DISH Technologies L.L.C. alleges infringement of United States Patent No 6,502,133 (the “133 patent”), entitled “Real-Time Event Processing System with Analysis Engine Using Recovery Information” and both complaints allege infringement of United States Patent No. 6,708,213 (the “213 patent), entitled “Method for Streaming Multimedia Information Over Public Networks”; United States Patent No. 6,757,796 (the “796 patent”), entitled “Method and System for Caching Streaming Live Broadcasts transmitted Over a Network”; and United States Patent No. 6,725,456 (the “456 patent”), entitled “Methods and Apparatus for Ensuring Quality of Service in an Operating System.” All but the 133 patent are also asserted in the complaint against Sling TV L.L.C. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein.
On May 21, 2020, June 3, 2020, June 5, 2020 and July 10, 2020, DISH Network L.L.C., DISH Technologies L.L.C. and Sling TV L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of, respectively, the 213 patent, the 133 patent, the 456 patent and the 796 patent. On November 25, 2020, the United States Patent and Trademark Office declined to review the validity of the 213 patent, and on September 29, 2021, denied a request for rehearing of that decision. On January 19, 2021, the United States Patent and Trademark Office agreed to institute proceedings on the 456 patent but declined to review the 133 patent. On February 24, 2021, the United States Patent and Trademark Office agreed to institute proceedings on the 796 patent.
On January 18, 2022, the United States Patent and Trademark Office issued a final written decision holding that the challenged claim of the 456 patent is patentable, and on February 8, 2022, it issued a final written decision holding that the challenged claims of the 796 patent are patentable. On March 22, 2022, DISH Network L.L.C., DISH Technologies L.L.C. and Sling TV L.L.C. filed a notice of appeal to the United States Court of Appeals for the Federal Circuit from the adverse final written decision regarding the 456 patent, and on April 8, 2022, they filed a notice of appeal to the same court from the adverse final written decision regarding the 796 patent. The appeal on the 456 patent was voluntarily dismissed on December 6, 2022. The Federal Circuit heard oral argument on the 796 patent appeal on October 3, 2023, and affirmed the United States Patent and Trademark Office’s adverse final written decision on October 5, 2023.
On April 20, 2022, DISH Network L.L.C., DISH Technologies L.L.C. and Sling TV L.L.C. filed a petition with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of one of the asserted claims of the 213 patent, and reexamination was ordered on June 16, 2022. On January 18, 2023, they filed another petition requesting ex parte reexamination of the validity of the four additional asserted claims of the 213 patent, and reexamination was ordered on April 17, 2023. On November 13, 2023, the United States Patent and Trademark Office confirmed the patentability of the claim challenged in our first petition. On October 17, 2024, the Court ordered that the stay of the case, which had been entered for the pendency of the petitions before the United States Patent and Trademark Office, would remain in place pending the outcome of Sound View’s appeal in a parallel action against Hulu.
We intend to vigorously defend these cases. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
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State of Illinois ex rel. Rodriguez
In March 2020, two private “relators” filed this case in the Circuit Court of Cook County Illinois, County Department, Law Division, under the Illinois False Claims Act against DISH Wireless, Sprint and more than 60 Boost Mobile retailers in Illinois. The defendants only became aware of the lawsuit after it was unsealed in March 2022. The operative Second Amended Complaint alleges that the retailer defendants should have collected sales tax under the Retailers’ Occupation Tax Act on any amounts that Sprint or DISH Network rebated them to facilitate handset price discounts to Illinois consumers (“Prepaid Phone Rebates”) and on any phone activation fees the retailers charged to customers (“Device Setup Charges”). It further alleges that DISH Wireless and Sprint are liable for the alleged violations arising from the Device Setup Charges because of the way they allegedly managed the point-of-sale system that the retailer defendants used. The Plaintiffs seek to recover triple the amount of allegedly unpaid taxes, fines for each alleged violation, and attorneys’ fees and costs. On June 13, 2023, the Court denied the defendants’ motions to dismiss the complaint, but on January 2, 2024, it granted reconsideration and dismissed the complaint as to DISH Wireless and Sprint, with leave to amend. The Plaintiffs filed a Third Amended Complaint on February 2, 2024. On September 20, 2024, the Court granted DISH Wireless’s and Sprint’s motion to dismiss the Third Amended Complaint, without further leave to amend.
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
TQ Delta, LLC
On July 17, 2015, TQ Delta, LLC (“TQ Delta”) filed a complaint against our wholly-owned subsidiaries DISH Network, DISH DBS Corporation and DISH Network L.L.C. in the United States District Court for the District of Delaware. The Complaint alleges infringement of United States Patent No. 6,961,369 (the “369 patent”), which is entitled “System and Method for Scrambling the Phase of the Carriers in a Multicarrier Communications System”; United States Patent No. 8,718,158 (the “158 patent”), which is entitled “System and Method for Scrambling the Phase of the Carriers in a Multicarrier Communications System”; United States Patent No. 9,014,243 (the “243 patent”), which is entitled “System and Method for Scrambling Using a Bit Scrambler and a Phase Scrambler”; United States Patent No.7,835,430 (the “430 patent”), which is entitled “Multicarrier Modulation Messaging for Frequency Domain Received Idle Channel Noise Information”; United States Patent No. 8,238,412 (the “412 patent”), which is entitled “Multicarrier Modulation Messaging for Power Level per Subchannel Information”; United States Patent No. 8,432,956 (the “956 patent”), which is entitled “Multicarrier Modulation Messaging for Power Level per Subchannel Information”; and United States Patent No. 8,611,404 (the “404 patent”), which is entitled “Multicarrier Transmission System with Low Power Sleep Mode and Rapid-On Capability.”
On September 9, 2015, TQ Delta filed a first amended complaint that added allegations of infringement of United States Patent No. 9,094,268 (the “268 patent”), which is entitled “Multicarrier Transmission System With Low Power Sleep Mode and Rapid-On Capability.” On May 16, 2016, TQ Delta filed a second amended complaint that added us Corporation and our then wholly-owned subsidiary EchoStar Technologies L.L.C. as defendants. TQ Delta alleges that our satellite TV service, Internet service, set-top boxes, gateways, routers, modems, adapters and networks that operate in accordance with one or more Multimedia over Coax Alliance Standards infringe the asserted patents. TQ Delta has filed actions in the same court alleging infringement of the same patents against Comcast Corp., Cox Communications, Inc., DirecTV, Time Warner Cable Inc. and Verizon Communications, Inc. TQ Delta is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.
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On July 14, 2016, TQ Delta stipulated to dismiss with prejudice all claims related to the 369 patent and the 956 patent. On July 20, 2016, DISH Network filed petitions with the United States Patent and Trademark Office challenging the validity of all of the patent claims of the 404 patent and the 268 patent that have been asserted against DISH Network. Third parties filed petitions with the United States Patent and Trademark Office challenging the validity of all of the patent claims that have been asserted against us in the action. On November 4, 2016, the United States Patent and Trademark Office agreed to institute proceedings on the third-party petitions related to the 158 patent, the 243 patent, the 412 patent and the 430 patent. On December 20, 2016, pursuant to a stipulation of the parties, the Court stayed the case until the resolution of all petitions to the United States Patent and Trademark Office challenging the validity of all of the patent claims at issue. On January 19, 2017, the United States Patent and Trademark Office granted DISH Network’s motions to join the instituted petitions on the 430 and 158 patents.
On February 9, 2017, the United States Patent and Trademark Office agreed to institute proceedings on DISH Network’s petition related to the 404 patent, and on February 13, 2017, the United States Patent and Trademark Office agreed to institute proceedings on our petition related to the 268 patent. On February 27, 2017, the United States Patent and Trademark Office granted DISH Network’s motions to join the instituted petitions on the 243 and 412 patents. On October 26, 2017, the United States Patent and Trademark Office issued final written decisions on the petitions challenging the 158 patent, the 243 patent, the 412 patent and the 430 patent, and it invalidated all of the asserted claims of those patents.
On February 7, 2018, the United States Patent and Trademark Office issued final written decisions on the petitions challenging the 404 patent, and it invalidated all of the asserted claims of that patent on the basis of DISH Network’s petition. On February 10, 2018, the United States Patent and Trademark Office issued a final written decision on DISH Network’s petition challenging the 268 patent, and it invalidated all of the asserted claims.
On March 12, 2018, the United States Patent and Trademark Office issued a final written decision on a third-party petition challenging the 268 patent, and it invalidated all of the asserted claims. TQ Delta filed notices of appeal from the final written decisions adverse to it. On May 9, 2019, the United States Court of Appeals for the Federal Circuit affirmed the invalidity of the 430 patent and the 412 patent. On July 10, 2019, the United States Court of Appeals for the Federal Circuit affirmed the invalidity of the asserted claims of the 404 patent. On July 15, 2019, the United States Court of Appeals for the Federal Circuit affirmed the invalidity of the asserted claims of the 268 patent. On November 22, 2019, the United States Court of Appeals for the Federal Circuit reversed the invalidity finding on the 243 patent and the 158 patent, and then, on March 29, 2020, denied a petition for panel rehearing as to those findings. On April 13, 2021, the Court lifted the stay, and the case is proceeding on the 243 patent and the 158 patent. On April 23 and April 26, 2021, the United States Patent and Trademark Office issued orders granting requests for ex parte reexamination of, respectively, the 243 patent and the 158 patent, but on July 27, 2023 and October 11, 2023, respectively, the United States Patent and Trademark Office confirmed the challenged claims of the 243 patent and the 158 patent. In a proposed supplemental report, TQ Delta’s damages expert contends that TQ Delta is entitled to $
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
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Uniloc 2017 LLC
On January 31, 2019, Uniloc 2017 LLC (“Uniloc”) filed a complaint against our wholly-owned subsidiary Sling TV L.L.C. in the United States District Court for the District of Colorado. The Complaint alleges infringement of United States Patent No. 6,519,005 (the “005 patent”), which is entitled “Method of Concurrent Multiple-Mode Motion Estimation for Digital Video”; United States Patent No. 6,895,118 (the “118 patent”), which is entitled “Method of Coding Digital Image Based on Error Concealment”; United States Patent No. 9,721,273 (the “273 patent”), which is entitled “System and Method for Aggregating and Providing Audio and Visual Presentations Via a Computer Network”); and United States Patent No. 8,407,609 (the “609 patent”), which is entitled “System and Method for Providing and Tracking the Provision of Audio and Visual Presentations Via a Computer Network.” Uniloc is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.
On June 25, 2019, Sling TV L.L.C. filed a petition with the United States Patent and Trademark Office challenging the validity of all of the asserted claims of the 005 patent. On July 19, 2019 and July 22, 2019, respectively, Sling TV L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of all asserted claims of the 273 patent and the 609 patent. On August 12, 2019, Sling TV L.L.C. filed a petition with the United States Patent and Trademark Office challenging the validity of all of the asserted claims of the 118 patent. On October 18, 2019, pursuant to a stipulation of the parties, the Court entered a stay of the trial proceedings.
On January 9, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 005 patent. On January 15, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 273 patent. On February 4, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 609 patent. On February 25, 2020, the United States Patent and Trademark Office declined to institute proceedings on the petition challenging the 118 patent.
On December 28, 2020, the United States Patent and Trademark Office issued a final written decision upholding the validity of the challenged claims of the 273 patent. Sling TV L.L.C. appealed that decision to the United States Court of Appeals for the Federal Circuit, and on February 2, 2022, the Federal Circuit vacated the final written decision and remanded to the United States Patent and Trademark Office to reconsider its ruling. On remand, on September 7, 2022, the United States Patent and Trademark Office issued a revised final written decision finding all challenged claims of the 273 patent invalid. Uniloc filed a notice of appeal of that revised final written decision to the United States Court of Appeals for the Federal Circuit, and on September 4, 2024, that court affirmed the United States Patent and Trademark Office’s invalidity finding.
On January 5, 2021, the United States Patent and Trademark Office issued a final written decision invalidating all challenged claims of the 005 patent. On January 19, 2021, the United States Patent and Trademark Office issued a final written decision invalidating all challenged claims of the 609 patent (and a second final written decision invalidating all challenged claims of the 609 patent based on a third party’s petition). Uniloc did not appeal those decisions. Thus, the sole remaining asserted patent is the 118 patent.
We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
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U.S. Bank Trust Company
On April 26, 2024, U.S. Bank Trust Company, in its capacity as Trustee under the Indentures for DISH DBS Corporation’s
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.
Vermont National Telephone Company
On September 23, 2016, the United States District Court for the District of Columbia unsealed a qui tam complaint that, on May 13, 2015, Vermont National filed against our wholly-owned subsidiaries, DISH Network, American AWS-3 Wireless I L.L.C., American II, American III, and DISH Wireless Holding L.L.C.; Charles W. Ergen (our Chairman) and Cantey M. Ergen (a member of our Board of Directors); Northstar Wireless; Northstar Spectrum; Northstar Manager; SNR Wireless; SNR HoldCo; SNR Management; and certain other parties. The complaint alleges violations of the federal civil False Claims Act (the “FCA”) based on, among other things, allegations that Northstar Wireless and SNR Wireless falsely claimed bidding credits of
Thereafter, the District Court maintained the stay until October 26, 2018. On February 11, 2019, the District Court granted Vermont National’s unopposed motion for leave to file an amended complaint. On March 28, 2019, the defendants filed a motion to dismiss Vermont National’s amended complaint, and on March 23, 2021, the District Court granted the motion to dismiss. On April 21, 2021, Vermont National filed a notice of appeal to the United States Court of Appeals for the DC Circuit and, on May 17, 2022, that court reversed the District Court’s dismissal of the complaint. On June 16, 2022, the Defendants-Appellees filed a petition for rehearing or rehearing en banc, but on August 17, 2022, that petition was denied.
53
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
On August 25, 2023, the FCC provided a sworn declaration stating that “the FCC considers … SNR and Northstar to have fully and timely satisfied their obligations to pay money to the Government arising from the AWS-3 Auction.” On that basis, on September 22, 2023, the Defendants filed a motion seeking partial summary judgment of no damages. On September 26, 2023, the Court denied the motion as premature. On March 8, 2024, the United States filed a motion to exercise its statutory prerogative to intervene in the case for the purpose of moving to dismiss it with prejudice, stating that the case is “unlikely to vindicate the United States’ interests and would needlessly expend the Government’s and this Court’s resources.”
We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of this proceeding or determine the extent of any potential liability or damages.
Other
In addition to the above actions, we are subject to various other legal proceedings and claims that arise in the ordinary course of business, including, among other things, disputes with programmers regarding fees. In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial condition, results of operations or liquidity, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.
11.Segment Reporting
Operating segments are components of an enterprise for which separate financial information is available and regularly evaluated by the chief operating decision maker(s) of an enterprise. Operating income is the primary measure used by our chief operating decision maker to evaluate segment operating performance. We currently operate
All other and eliminations primarily include intersegment eliminations related to intercompany debt and the related interest income and interest expense, which are eliminated in consolidation.
The total assets, revenue and operating income, and purchases of property and equipment, net of refunds, (including capitalized interest related to Regulatory authorizations) by segment were as follows:
As of | ||||||
September 30, | December 31, | |||||
| 2024 |
| 2023 | |||
(In thousands) | ||||||
Assets: | ||||||
Pay-TV (1) | $ | | $ | | ||
Retail Wireless | | | ||||
5G Network Deployment (2) | | | ||||
Broadband and Satellite Services | | | ||||
Eliminations (2) | ( | ( | ||||
Total assets | $ | | $ | | ||
| (1) | The increase primarily resulted from the New DISH DBS Financing issuance of $ |
| (2) | The increase primarily resulted from intercompany advances for capital expenditures related to our 5G Network Deployment. |
54
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2024 |
| 2023 |
| 2024 |
| 2023 | ||||||
(In thousands) | ||||||||||||
Revenue: | ||||||||||||
Pay-TV | $ | | $ | | $ | | $ | | ||||
Retail Wireless | | | | | ||||||||
5G Network Deployment | | | | | ||||||||
Broadband and Satellite Services | | | | | ||||||||
Eliminations | ( | ( | ( | ( | ||||||||
Total revenue | $ | | $ | | $ | | $ | | ||||
Operating income (loss): | ||||||||||||
Pay-TV | $ | | $ | | $ | | $ | | ||||
Retail Wireless | ( | ( | ( | ( | ||||||||
5G Network Deployment | ( | ( | ( | ( | ||||||||
Broadband and Satellite Services | ( | | ( | | ||||||||
Eliminations | | | | | ||||||||
Total operating income (loss) | $ | ( | $ | ( | $ | ( | $ | | ||||
Purchases of property and equipment, net of refunds, (including capitalized interest related to regulatory authorizations) | ||||||||||||
Pay-TV | $ | | $ | | $ | | $ | | ||||
5G Network Deployment | | | | | ||||||||
Broadband and Satellite Services | | | | | ||||||||
Total purchases of property and equipment, net of refunds, (including capitalized interest related to regulatory authorizations) | $ | | $ | | $ | | $ | | ||||
The revenue from customers disaggregated by major revenue source was as follows:
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
Category: |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
| (In thousands) | |||||||||||
Pay-TV subscriber and related revenue | $ | | $ | | $ | | $ | | ||||
Retail wireless services and related revenue | | | | | ||||||||
Broadband and satellite services and other revenue | | | | | ||||||||
Pay-TV equipment sales and other revenue | | | | | ||||||||
Retail wireless equipment sales and other revenue | | | | | ||||||||
5G network deployment equipment sales and other revenue (1) | | | | | ||||||||
Broadband equipment and other revenue | | | | | ||||||||
Eliminations (1) | ( | ( | ( | ( | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
| (1) | “5G network deployment equipment sales and other revenue” includes intercompany revenue. |
55
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
12.Revenue Recognition
Contract Balances
Our valuation and qualifying accounts as of September 30, 2024 were as follows:
For the Nine Months Ended | |||
September 30, | |||
| 2024 | ||
(In thousands) | |||
Balance at beginning of period |
| $ | |
Current period provision for expected credit losses | | ||
Write-offs charged against allowance | ( | ||
Acquisitions | | ||
Foreign currency translation | ( | ||
Balance at end of period | $ | | |
Contract assets arise when we recognize revenue for providing a service in advance of billing our customers. Our contract assets typically relate to our long-term contracts where we recognize revenue using the cost-based input method and the revenue recognized exceeds the amount billed to the customer.
Our contract assets also include receivables related to sales-type leases recognized over the lease term as the customer is billed. Contract assets are amortized as the customer is billed for services. Contract assets are recorded in “Trade accounts receivable, net” on our Condensed Consolidated Balance Sheets.
The following table summarizes our contract asset balances:
As of | ||||||
September 30, | December 31, | |||||
| 2024 |
| 2023 | |||
(In thousands) | ||||||
Contract assets | $ | | $ | | ||
Contract liabilities arise when we bill our customers and receive consideration in advance of providing the service. Contract liabilities are recognized as revenue when the service has been provided to the customer. Contract liabilities are recorded in “Deferred revenue and other” and “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets.
The following table summarizes our contract liability balances:
As of | ||||||
September 30, | December 31, | |||||
| 2024 |
| 2023 | |||
(In thousands) | ||||||
Contract liabilities | $ | | $ | | ||
Our beginning of period contract liability recorded as customer contract revenue during 2024 was $
56
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Performance Obligations
Pay-TV and Retail Wireless Segments
We apply a practical expedient and do not disclose the value of the remaining performance obligations for contracts that are less than one year in duration, which represent a substantial majority of our revenue. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of our future revenue.
Broadband and Satellite Services Segment
As of September 30, 2024, the remaining performance obligations for our customer contracts was approximately $
Contract Acquisition Costs
The following table presents the activity in our contract acquisition costs, net:
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(In thousands) | ||||||||||||
Balance at beginning of period | $ | | $ | | $ | | $ | | ||||
Additions | | | | | ||||||||
Amortization expense | ( | ( | ( | ( | ||||||||
Foreign currency translation | | ( | ( | | ||||||||
Balance at end of period | $ | | $ | | $ | | $ | | ||||
13.Related Party Transactions
Sale of Assets to CONX
On March 10, 2024, CONX Corp. (an entity partially owned by Charles W. Ergen, our Chairman) (“CONX”), a special purpose acquisition company, and EchoStar Real Estate Holding L.L.C. (“Seller”), our subsidiary, entered into a definitive purchase and sale agreement (the “Purchase Agreement”), which provides for CONX’s purchase from the Seller of the commercial real estate property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $
Concurrently with the transaction closing on May 1, 2024 we entered into an agreement to lease back the property from CONX for an initial
57
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Hughes Systique Corporation (“Hughes Systique”)
We own
The table below summarizes our transactions with Hughes Systique:
For the Three Months Ended | For the Nine Months Ended | |||||
September 30, 2024 | ||||||
(In thousands) | ||||||
Purchases: | ||||||
Purchases from Hughes Systique | $ | | $ | | ||
As of | ||||||
September 30, | December 31, | |||||
| 2024 | 2023 | ||||
(In thousands) | ||||||
Amounts Payable: | ||||||
Amounts payable to Hughes Systique | $ | | $ | | ||
58
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
NagraStar L.L.C.
We own a
The table below summarizes our transactions with NagraStar:
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(In thousands) | ||||||||||||
Purchases (including fees): | ||||||||||||
Purchases from NagraStar |
| $ | |
| $ | | $ | |
| $ | | |
As of | ||||||||||||
September 30, | December 31, | |||||||||||
| 2024 |
| 2023 | |||||||||
(In thousands) | ||||||||||||
Amounts Payable and Commitments: | ||||||||||||
Amounts payable to NagraStar |
| $ | |
| $ | | ||||||
Commitments to NagraStar |
| $ | |
| $ | | ||||||
14.Subsequent Events
Transaction Support Agreement
On September 30, 2024, we entered into a binding transaction support agreement (the “Transaction Support Agreement”) with certain eligible holders of the aggregate principal amount outstanding of our subsidiary DISH Network’s
59
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Commitment Agreement
Concurrently with execution of the Transaction Support Agreement, we entered into a commitment agreement (the “Commitment Agreement”) with certain of the Consenting Creditors and certain related party affiliates (collectively, the “Commitment Parties”) whereby the Commitment Parties agreed to commit to purchase, and/or backstop the purchase by certain members of the Commitment Parties and other Consenting Creditors of an aggregate amount of $
With the expiration of the EchoStar Exchange Offers on November 8, 2024, the $
In addition, concurrently with the issuance of the EchoStar Notes, defined below, we will issue $
EchoStar Exchange Offers
On October 10, 2024, we commenced the EchoStar Exchange Offers to exchange the Existing DISH Convertible Notes with an aggregate principal amount of $
On November 8, 2024, upon the expiration of the EchoStar Exchange Offers, $
All of the Existing DISH Convertible Notes validly tendered will be exchanged for $
A total of $
60
ECHOSTAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
The EchoStar Notes and new Senior Secured Notes due 2029 will be guaranteed by certain of EchoStar’s subsidiaries, and such guarantees will be secured equally and ratably with certain other secured indebtedness on a first-priority basis, subject to permitted liens, certain exceptions, and the first lien intercreditor agreement, by: (i) a lien on all licenses, authorizations and permits issued from time to time by the FCC for use of the AWS-3 Licenses and for the use of the AWS-4 License (the “Spectrum Assets”) held by certain of our subsidiaries that, on or after the date of issuance of the EchoStar Notes, hold any Spectrum Assets (each, a “Spectrum Assets Guarantor”); (ii) the proceeds of any Spectrum Assets sale; (iii) the Spectrum Assets can be substituted for other wireless licenses (valued by third party) of similar value; and (iv) a lien on the equity interests held by an entity that directly owns any equity interests in any Spectrum Assets Guarantor. The EchoStar Notes will not have recourse to any assets of any other subsidiary of EchoStar other than as set forth above.
Subscription Agreements
On September 30, 2024, we entered into subscription agreements with certain accredited investors including CONX (the “PIPE Investors” and the subscription agreements, the “Subscription Agreements”), pursuant to which the PIPE Investors have agreed to purchase an aggregate of
61
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following management’s discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and notes to our financial statements included elsewhere in this Quarterly Report on Form 10-Q. This management’s discussion and analysis is intended to help provide an understanding of our financial condition, changes in financial condition and results of our operations and contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2023 and this Quarterly Report on Form 10-Q under the caption “Item 1A. Risk Factors.” Furthermore, such forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q, and we expressly disclaim any obligation to update any forward-looking statements.
Overview
Recent Developments
DIRECTV Transaction
On September 29, 2024, we and DIRECTV Holdings, LLC (“DTV”), entered into an Equity Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, DTV agreed to acquire from us all of the issued and outstanding equity interests of DISH DBS Corporation (“DISH DBS”), which operates our Pay-TV business (the “Business” and such acquisition of the Business the “DIRECTV Transaction”). Prior to the closing of the DIRECTV Transaction (the “DIRECTV Closing”), we will complete the Pre-Closing Restructuring, as defined in the Purchase Agreement, and the Pre-Closing Reorganization, as defined in the Purchase Agreement, following which, among other things, DISH DBS will hold all of the properties, rights, assets and liabilities primarily related to the Business, except for certain excluded assets and excluded liabilities. Completion of the DIRECTV Transaction is conditional upon, among other things, the success of the DISH DBS Exchange Offers, as detailed and defined in Note 9 in the Notes to our Condensed Consolidated Financial Statements.
During the period between signing of the Purchase Agreement and the DIRECTV Closing, DISH DBS and its subsidiaries are not permitted to declare or pay dividends or otherwise cause or permit any leakage (which includes, among other things, cash payments and certain other value transfers by DISH DBS and its subsidiaries, on the one hand, to us or certain other related persons, on the other hand), other than: (i) certain permitted cash transfers prior to September 30, 2025 in an aggregate amount not to exceed the permitted cash transfer cap set forth in the Purchase Agreement, and (ii) certain permitted tax sharing payments, in each case, on terms and conditions as set forth in the Purchase Agreement. The permitted cash transfer cap is initially equal to $1.52 billion, calculated in accordance with the Purchase Agreement, (“Permitted Transfer Cap”) and is subject to certain adjustments set forth in the Purchase Agreement, including transaction expenses and certain accrued interest adjustments and adjustments tied to certain key performance indicators.
As set forth in the Reorganization Plan, immediately prior to the DIRECTV Closing, DISH DBS will distribute the DISH 2021 Intercompany Loan 2028 Tranche (see Note 9 in the Notes to our Condensed Consolidated Financial Statements) to our seller subsidiary. At the DIRECTV Closing, our seller subsidiary will sell and transfer to DTV all of the issued and outstanding equity interests of DISH DBS in exchange for a total cash purchase price of $1.00 plus the assumption of net debt of DISH DBS and its subsidiaries that is outstanding as of the DIRECTV Closing. Additionally, effective with the DIRECTV Closing, certain other intercompany amounts between DISH DBS and us (in addition to the DISH 2021 Intercompany Loan 2028 Tranche) will be subject to cancellation.
62
Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
As of September 30, 2024, the balance of the DISH DBS intercompany receivables for the DISH 2021 Intercompany Loan 2028 Tranche and other intercompany amounts totaled $4.606 billion, not including Permitted Transfer Cap receivables of up to $1.52 billion and certain other amounts of residual capital remaining based on performance. Upon the completion of the DIRECTV Transaction, DISH DBS will become a direct and wholly-owned subsidiary of DTV. The DIRECTV Transaction is subject to a number of terms and conditions set forth in the Purchase Agreement. The completion of the DIRECTV Transaction is subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, government approval.
Merger with DISH Network
On December 31, 2023, we completed the acquisition of DISH Network pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the “Amended Merger Agreement”), by and among us, EAV Corp., a Nevada corporation and our wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which we acquired DISH Network by means of the merger of Merger Sub with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as our wholly owned subsidiary. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
With the Merger complete, we are currently focused on the process of integrating our and DISH Network’s business in a manner that facilitates synergies, cost savings, growth opportunities and achieves other anticipated benefits (the “Integration”).
Segments
We currently operate four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services.
Our Pay-TV segment business strategy is to be the best provider of video services in the United States by providing products with the best technology, outstanding customer service and great value. We offer pay-TV services under the DISH® brand and the SLING® brand (collectively “Pay-TV” services). We promote our Pay-TV services by providing our subscribers with a better “price-to-value” relationship and experience than those available from other subscription television service providers. The DISH branded pay-TV service consists of, among other things, FCC licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers. The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international, Latino and Freestream video programming services (“SLING TV”). We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative.
We offer nationwide prepaid and postpaid retail wireless services to subscribers primarily under our Boost Mobile® and Gen Mobile® brands (“Retail Wireless” services), as well as a competitive portfolio of wireless devices. We offer customers value by providing choice and flexibility in our Retail Wireless services. We offer competitive consumer plans with no annual service contracts. Our Retail Wireless business strategy is to expand our current target segments and profitably grow our subscriber base by acquiring and retaining high quality subscribers while we continue our 5G Network Deployment. We intend to acquire high quality subscribers by providing competitive offers, choice and outstanding customer service that better meet those subscribers’ needs and budget.
63
Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
We are currently operating our Retail Wireless segment primarily as a mobile virtual network operator (“MVNO”) as we continue our 5G Network Deployment and commercialize and grow customer traffic on our 5G Network, as defined below. We are transitioning our Retail Wireless segment to a mobile network operator (“MNO”) as our 5G Network has become commercially available and we grow customer traffic on our 5G Network. We are currently activating Boost Mobile subscribers with compatible devices onto our 5G Network in markets where we have reached voice over new radio (“VoNR”). We have deployed 5G VoNR covering over 200 million Americans.
Within our MVNO operations, today we depend on T-Mobile and AT&T to provide us with network services under the amended Master Network Services Agreement (“MNSA”) and Network Services Agreement (the “NSA”), respectively.
Our 5G Network Deployment segment strategy is to commercialize our Wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (our “5G Network Deployment”). We have committed to deploy a facilities-based 5G broadband network (our “5G Network”) capable of serving increasingly larger portions of the U.S. population at different deadlines.
On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, was achieved in March 2024 using the drive test methodology previously agreed upon by us and the FCC and overseen by an independent monitor. We currently have the largest commercial deployment of 5G VoNR in the world covering over 200 million Americans and 5G broadband service covering over 250 million Americans.
In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our licenses based on several commitments, as detailed in Note 10 in the Notes to our Condensed Consolidated Financial Statements.
Our Broadband and Satellite Services segment business strategy is to maintain and improve our leadership position and competitive advantage through development of leading-edge technologies and services marketed to selected sectors within the consumer, enterprise and government markets globally. Within our Broadband and Satellite Services segment we are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere.
We provide broadband services to consumer customers, which include home and small to medium-sized businesses, and satellite, multi-transport technologies and managed network services to enterprise customers, telecommunications providers, aeronautical service providers and government entities, including civilian and defense. Our EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is expected to be an integral part of our satellite service business. We will leverage EchoStar XXIV to deliver satellite services to unserved and underserved consumer markets in the Americas as well as enterprise and government markets.
Economic Environment
During 2023 and the first nine months of 2024, we experienced inflationary pressures in our commodity and labor costs resulting from the macroeconomic environment in the United States, which has significantly impacted our overall operating results.
64
Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
EXPLANATION OF KEY METRICS AND OTHER ITEMS
Service revenue. “Service revenue” consists principally of Pay-TV and Wireless subscriber revenue, broadband services, maintenance and other contracted revenue and satellite and transponder leases and services revenue. Certain of the amounts included in “Service revenue” are not recurring on a monthly basis.
Equipment sales and other revenue. “Equipment sales and other revenue” principally includes the sale of wireless devices, the non-subsidized sales of Pay-TV equipment, the licensing of certain intellectual property and sales of broadband equipment and networks sold both in our consumer and enterprise markets.
Cost of services. “Cost of services” principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV segment, costs of Wireless services (including costs incurred under the MNSA and NSA), costs of broadband services, maintenance and other contracted services, and costs associated with satellite and transponder leases and services. Beginning on January 1, 2024, as we have commenced utilizing our 5G Network for commercial traffic, cost of Wireless services includes certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services and other costs.
Cost of sales - equipment and other. “Cost of sales – equipment and other” principally includes the cost of wireless devices and other related items, the cost of broadband equipment and networks, as well as costs related to the non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized. In addition, prior to January 1, 2024, “Cost of sales – equipment and other” included certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services and other costs, which is now included in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Selling, general and administrative expenses. “Selling, general and administrative expenses” consists primarily of direct sales costs, advertising and selling costs, third-party commissions related to the acquisition of subscribers and employee-related costs associated with administrative services such as legal, information systems and accounting and finance. In addition, “Selling, general and administrative expenses” includes costs related to the installation of equipment for our new Pay-TV subscribers and the cost of subsidized sales of Pay-TV equipment for new subscribers.
Impairment of long-lived assets and goodwill. “Impairment of long-lived assets and goodwill” includes our impairment losses related to our property and equipment, regulatory authorizations, goodwill and other intangible assets.
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” primarily includes interest expense associated with our long-term debt (net of capitalized interest), prepayment premiums, amortization of debt discounts and debt issuance costs associated with our long-term debt and interest expense associated with our finance lease obligations.
Other, net. The main components of “Other, net” are gains and losses realized on the sale and/or conversion of marketable and non-marketable investment securities and derivative instruments, impairment of marketable and non-marketable investment securities, unrealized gains and losses from changes in fair value of certain marketable and non-marketable investment securities and derivative instruments, foreign currency transaction gains and losses and equity in earnings and losses of our affiliates.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Earnings before interest, taxes, depreciation and amortization (“EBITDA”). EBITDA is defined as “Net income (loss) attributable to EchoStar” plus “Interest expense, net of amounts capitalized” and net of “Interest income,” “Income tax (provision) benefit, net” and “Depreciation and amortization.” This “non-GAAP measure” is reconciled to “Net income (loss) attributable to EchoStar” in our discussion of “Results of Operations” below.
Operating income before depreciation and amortization (“OIBDA”). OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization.” This “non-GAAP measure” is reconciled to “Operating income (loss)” in our discussion of “Results of Operations” below.
DISH TV subscribers. We include customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our DISH TV subscriber count. We also provide DISH TV services to hotels, motels and other commercial accounts. For certain of these commercial accounts, we divide our total revenue for these commercial accounts by $34.99, and include the resulting number, which is substantially smaller than the actual number of commercial units served, in our DISH TV subscriber count.
SLING TV subscribers. We include customers obtained through direct sales and third-party marketing agreements in our SLING TV subscriber count. SLING TV subscriber additions are recorded net of disconnects. SLING TV customers receiving SLING TV Freestream service, or service for no charge, under certain new subscriber promotions, are excluded from our SLING TV subscriber count. For customers who subscribe to multiple SLING TV packages, each customer is only counted as one SLING TV subscriber.
Pay-TV subscribers. Our Pay-TV subscriber count includes all DISH TV and SLING TV subscribers discussed above. For customers who subscribe to both our DISH TV services and our SLING TV services, each subscription is counted as a separate Pay-TV subscriber.
Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”). We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses. We calculate Pay-TV average monthly revenue per Pay-TV subscriber, or Pay-TV ARPU, by dividing average monthly Pay-TV segment “Service revenue,” excluding revenue from broadband services, for the period by our average number of Pay-TV subscribers for the period. The average number of Pay-TV subscribers is calculated for the period by adding the average number of Pay-TV subscribers for each month and dividing by the number of months in the period. The average number of Pay-TV subscribers for each month is calculated by adding the beginning and ending Pay-TV subscribers for the month and dividing by two. SLING TV subscribers on average purchase lower priced programming services than DISH TV subscribers, and therefore, as SLING TV subscribers increase as a percentage of total Pay-TV subscribers, it has had a negative impact on Pay-TV ARPU.
DISH TV average monthly subscriber churn rate (“DISH TV churn rate”). We are not aware of any uniform standards for calculating subscriber churn rate and believe presentations of subscriber churn rates may not be calculated consistently by different companies in the same or similar businesses. We calculate our DISH TV churn rate for any period by dividing the number of DISH TV subscribers who terminated service during the period by the average number of DISH TV subscribers for the same period, and further dividing by the number of months in the period. The average number of DISH TV subscribers is calculated for the period by adding the average number of DISH TV subscribers for each month and dividing by the number of months in the period. The average number of DISH TV subscribers for each month is calculated by adding the beginning and ending DISH TV subscribers for the month and dividing by two.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
DISH TV SAC. Subscriber acquisition cost measures are commonly used by those evaluating traditional companies in the pay-TV industry. We are not aware of any uniform standards for calculating the “average subscriber acquisition costs per new DISH TV subscriber activation,” or DISH TV SAC, and we believe presentations of pay-TV SAC may not be calculated consistently by different companies in the same or similar businesses. Our DISH TV SAC is calculated using all costs of acquiring DISH TV subscribers (e.g., subsidized equipment, advertising, installation, commissions and direct sales, etc.) which are included in “Selling, general and administrative expenses,” plus capitalized payments made under certain sales incentive programs and the value of equipment capitalized under our lease program for new DISH TV subscribers, divided by gross new DISH TV subscriber activations. We include all new DISH TV subscribers in our calculation, including DISH TV subscribers added with little or no subscriber acquisition costs.
Wireless subscribers. We include prepaid and postpaid customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our Wireless subscriber count. Our Wireless subscriber count includes all Government subsidized subscribers discussed below. Our gross new Wireless subscriber activations exclude all Government subsidized subscribers as we record these subscribers net of disconnects, as discussed below.
Government subsidized wireless subscribers and other wireless subscribers (“Government subsidized subscribers”). Our Government subsidized subscribers have different subscriber economics than our core Wireless subscribers, including a significantly higher churn rate and lower subscriber acquisition costs. Therefore, our Government subsidized subscriber additions are recorded net of disconnects. Our Government subsidized subscriber count includes Wireless subscribers that participate in government subsidized programs, including the ACP program and Lifeline program, defined below, and other subscribers acquired under the Gen Mobile brand. The Affordable Connectivity Program (“ACP”) is a federal program offering broadband services and devices discounts to help low-income individuals that meet certain eligibility criteria. The ACP program funding concluded on June 1, 2024. The Lifeline Program is a federal program offering broadband services discounts to help low-income individuals that meet certain eligibility criteria. Certain states also offer a separate Lifeline program.
Wireless average monthly revenue per subscriber (“Wireless ARPU”). We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses. We calculate average monthly revenue per Wireless subscriber, or Wireless ARPU, by dividing average monthly Retail Wireless segment “Service revenue” for the period by our average number of Wireless subscribers for the period. The average number of Wireless subscribers is calculated for the period by adding the average number of Wireless subscribers for each month and dividing by the number of months in the period. The average number of Wireless subscribers for each month is calculated by adding the beginning and ending Wireless subscribers for the month and dividing by two.
Wireless average monthly subscriber churn rate (“Wireless churn rate”). We are not aware of any uniform standards for calculating subscriber churn rate and believe presentations of subscriber churn rates may not be calculated consistently by different companies in the same or similar businesses. We calculate our “Wireless churn rate” for any period by dividing the number of Wireless subscribers who terminated service during the period by the average number of Wireless subscribers for the same period, and further dividing by the number of months in the period. The average number of Wireless subscribers is calculated for the period by adding the average number of Wireless subscribers for each month and dividing by the number of months in the period. The average number of Wireless subscribers for each month is calculated by adding the beginning and ending Wireless subscribers for the month and dividing by two. Government subsidized subscriber additions are recorded net of disconnects and therefore excluded from our calculation of our Wireless churn rate.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Broadband subscribers. Subscribers include customers that subscribe to our HughesNet service, through retail, wholesale and small/medium enterprise service channels. Our Broadband subscriber count also includes ACP subscribers, as defined above.
Free cash flow. We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” net of “Refunds and other receipts of purchases of property and equipment,” and (ii) “Capitalized interest related to Regulatory authorizations,” as shown on our Condensed Consolidated Statements of Cash Flows.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
RESULTS OF OPERATIONS – Segments
Business Segments
We currently operate four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services.
Revenue and operating income (loss) by segment are shown in the table below:
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023.
For the Three Months Ended | |||||||||||
September 30, | Variance | ||||||||||
| 2024 |
| 2023 |
| Amount |
| % | ||||
(In thousands) | |||||||||||
Revenue: | |||||||||||
Pay-TV | $ | 2,618,031 | $ | 2,807,101 | $ | (189,070) | (6.7) | ||||
Retail Wireless | 895,949 | 890,980 | 4,969 | 0.6 | |||||||
5G Network Deployment | 43,227 | 29,916 | 13,311 | 44.5 | |||||||
Broadband and Satellite Services | 386,709 | 413,073 | (26,364) | (6.4) | |||||||
Eliminations | (52,932) | (32,196) | (20,736) | (64.4) | |||||||
Total revenue | $ | 3,890,984 | $ | 4,108,874 | $ | (217,890) | (5.3) | ||||
Operating income (loss): | |||||||||||
Pay-TV | $ | 588,501 | $ | 589,465 | $ | (964) | (0.2) | ||||
Retail Wireless | (113,792) | (168,166) | 54,374 | 32.3 | |||||||
5G Network Deployment | (600,270) | (463,105) | (137,165) | (29.6) | |||||||
Broadband and Satellite Services | (36,116) | 9,991 | (46,107) | * | |||||||
Eliminations | 910 | 466 | 444 | 95.3 | |||||||
Total operating income (loss) | $ | (160,767) | $ | (31,349) | $ | (129,418) | * | ||||
* | Percentage is not meaningful |
Total revenue. Our consolidated revenue totaled $3.891 billion for the three months ended September 30, 2024, a decrease of $218 million or 5.3% compared to the same period in 2023. The net decrease primarily resulted from the decrease in revenue from our Pay-TV and Broadband and Satellite Services segments.
Total operating income (loss). Our consolidated operating loss totaled $161 million for the three months ended September 30, 2024, an increase in operating loss of $129 million compared to the same period in 2023. This change primarily resulted from an increase in operating loss from our 5G Network Deployment segment and an operating loss for the three months ended September 30, 2024 compared to operating income during the same period in 2023 from our Broadband and Satellite Services segment, partially offset by a decrease in operating loss from our Retail Wireless segment.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023.
For the Nine Months Ended | |||||||||||
September 30, | Variance | ||||||||||
| 2024 |
| 2023 |
| Amount |
| % | ||||
(In thousands) | |||||||||||
Revenue: | |||||||||||
Pay-TV | $ | 8,020,893 | $ | 8,754,372 | $ | (733,479) | (8.4) | ||||
Retail wireless | 2,693,330 | 2,794,087 | (100,757) | (3.6) | |||||||
5G network deployment | 108,245 | 67,902 | 40,343 | 59.4 | |||||||
Broadband and satellite services | 1,163,306 | 1,305,779 | (142,473) | (10.9) | |||||||
Eliminations | (127,196) | (69,138) | (58,058) | (84.0) | |||||||
Total revenue | $ | 11,858,578 | $ | 12,853,002 | $ | (994,424) | (7.7) | ||||
Operating income (loss): | |||||||||||
Pay-TV | $ | 1,926,361 | $ | 1,985,490 | $ | (59,129) | (3.0) | ||||
Retail wireless | (309,571) | (298,872) | (10,699) | (3.6) | |||||||
5G network deployment | (1,749,961) | (1,198,667) | (551,294) | (46.0) | |||||||
Broadband and satellite services | (110,256) | 81,543 | (191,799) | * | |||||||
Eliminations | 2,047 | 4,724 | (2,677) | (56.7) | |||||||
Total operating income (loss) | $ | (241,380) | $ | 574,218 | $ | (815,598) | * | ||||
* | Percentage is not meaningful. |
Total revenue. Our consolidated revenue totaled $11.859 billion for the nine months ended September 30, 2024, a decrease of $994 million or 7.7% compared to the same period in 2023. The net decrease primarily resulted from the decrease in revenue from our Pay-TV, Broadband and Satellite Services and Retail Wireless segments.
Total operating income (loss). Our consolidated operating loss totaled $241 million for the nine months ended September 30, 2024, compared to operating income of $574 million during the same period in 2023. This change primarily resulted from an increase in operating loss from our 5G Network Deployment and Retail Wireless segments, a decrease in operating income from our Pay-TV segment, and an operating loss for the nine months ended September 30, 2024 compared to operating income during the same period in 2023 from our Broadband and Satellite Services segment.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Pay-TV Segment
We offer Pay-TV services under the DISH brand and the SLING brand. As of September 30, 2024, we had 8.031 million Pay-TV subscribers in the United States, including 5.888 million DISH TV subscribers and 2.143 million SLING TV subscribers.
We promote our Pay-TV services by providing our subscribers with better service, technology and value than those available from other subscription television service providers. We offer a wide selection of video services under the DISH TV brand, with access to hundreds of channels depending on the level of subscription. Our standard programming packages generally include programming provided by national cable networks. We also offer programming packages that include local broadcast networks, specialty sports channels, premium movie channels and Latino and international programming. We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative. Our SLING TV services require an Internet connection and are available on multiple streaming-capable devices including, among others, streaming media devices, TVs, tablets, computers, game consoles and phones. We offer SLING domestic, SLING International, SLING Latino and SLING Freestream video programming services.
Trends in our Pay-TV Segment
Competition
Competition has intensified in recent years as the pay-TV industry has matured. We and our competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay-TV services. We face substantial competition from established pay-TV providers and broadband service providers and increasing competition from companies providing/facilitating the delivery of video content via the Internet to computers, televisions, and other streaming and mobile devices, including wireless service providers. In recent years, industry consolidation and convergence has created competitors with greater scale and multiple product/service offerings. These developments, among others, have contributed to intense and increasing competition, and we expect such competition to continue.
We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® receivers, and by providing retention credits. Our DISH TV subscriber retention costs may vary significantly from period to period.
Many of our competitors have been especially aggressive by offering discounted programming and services for both new and existing subscribers, including, but not limited to, bundled offers combining broadband, video and/or wireless services and other promotional offers. Certain competitors have been able to subsidize the price of video services with the price of broadband and/or wireless services.
Our Pay-TV services also face increased competition from programmers and other companies who distribute video directly to consumers over the Internet, as well as traditional satellite television providers, cable companies and large telecommunications companies that are rapidly increasing their Internet-based video offerings and direct-to-consumer exclusive and non-exclusive content. We also face competition from providers of video content, many of which are providers of programming content to us, that distribute content over the Internet including services with live-linear television programming, as well as single programmer offerings and offerings of large libraries of on-demand content, including in certain cases original content. These product offerings include, but are not limited to, Netflix, Hulu, Apple+, Prime Video, YouTube TV, Disney+, ESPN+, Paramount+, Max, STARZ, Peacock, Fubo, Philo and Tubi and certain bundles of these offerings.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Significant changes in consumer behavior regarding the means by which consumers obtain video entertainment and information in response to digital media competition could have a material adverse effect on our business, results of operations and financial condition or otherwise disrupt our business.
In particular, consumers have shown increased interest in viewing certain video programming in any place, at any time and/or on any broadband or Internet-connected device they choose. Online content providers may cause our subscribers to disconnect our DISH TV services (“cord cutting”), downgrade to smaller, less expensive programming packages (“cord shaving”) or elect to purchase through these online content providers a certain portion of the services that they would have historically purchased from us.
Mergers and acquisitions, joint ventures and alliances among cable television providers, telecommunications companies, programming providers and others may result in, among other things, greater scale and financial leverage and increase the availability of offerings from providers capable of bundling video, broadband and/or wireless services in competition with our services and may exacerbate the risks described under the caption “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 and elsewhere in our public filings. These transactions may affect us adversely by, among other things, making it more difficult for us to obtain access to certain programming networks on nondiscriminatory and fair terms, or at all.
Our Pay-TV subscriber base has been declining due to, among other things, the factors described above. There can be no assurance that our Pay-TV subscriber base will not continue to decline and that the pace of such decline will not accelerate. As our Pay-TV subscriber base continues to decline, it could have a material adverse long-term effect on our business, results of operations, financial condition and cash flow.
Programming
Our ability to compete successfully will depend, among other things, on our ability to continue to obtain desirable programming and deliver it to our subscribers at competitive prices. Programming costs represent a large percentage of our “Cost of services” and the largest component of our total expense. We expect these costs to continue to increase due to contractual price increases and the renewal of long-term programming contracts on less favorable pricing terms and certain programming costs are rising at a much faster rate than wages or inflation. In particular, the rates we are charged for retransmitting local broadcast channels have been increasing substantially and may exceed our ability to increase our prices to our subscribers. Our ability to provide services under these agreements and negotiate acceptable terms depends on, among other things, the number of subscribers we have, our actual, perceived or anticipated financial condition and our negotiating power against each programmer, which can vary depending on the size and scale of such programmer. Going forward, our margins may face pressure if we are unable to renew our long-term programming contracts on acceptable pricing and other economic terms or if we are unable to pass these increased programming costs on to our subscribers.
Increases in programming costs have caused us to increase the rates that we charge to our subscribers, which could in turn cause our existing Pay-TV subscribers to disconnect our services or cause potential new Pay-TV subscribers to choose not to subscribe to our services. Additionally, even if our subscribers do not disconnect our services, they may purchase through new and existing online content providers a certain portion of the services that they would have historically purchased from us.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Furthermore, our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate may be negatively impacted if we are unable to renew our long-term programming carriage contracts. In the past, our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. There can be no assurance that the removal of any channels will not have a material adverse effect on our business, results of operations and financial condition or otherwise disrupt our business. We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.
Other Developments
Adaptive Bitrate Streaming Patents
Through our subsidiaries, we hold dozens of issued United States and foreign patents that relate to Adaptive Bitrate Streaming. On September 9, 2022, the chief administrative law judge at the United States International Trade Commission (“ITC”) issued an Initial Determination holding that the video streaming in certain Peloton, NordicTrack and Mirror exercise equipment infringes four of those patents, and recommended that the ITC prevent the importation of the infringing products. On March 8, 2023, the ITC issued its Final Determination, which affirmed the Initial Determination for three of the four patents in all material aspects, and issued the recommended exclusion and cease and desist orders, which will become effective after a Presidential review period. On February 9, 2023, we entered into a confidential license agreement covering Mirror exercise equipment that resolves our litigation involving those products. On May 1, 2023, we entered into a $75 million license agreement covering Peloton exercise equipment that resolves our litigation involving those products. During the second quarter of 2023, we recorded the $75 million license agreement in “Equipment sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). On March 6, 2024, we entered into a license agreement covering NordicTrack exercise equipment that resolves our litigation involving those products and received the initial payment.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
RESULTS OF OPERATIONS – Pay-TV Segment
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023.
For the Three Months Ended | |||||||||||
September 30, | Variance | ||||||||||
Statements of Operations Data |
| 2024 |
| 2023 |
| Amount |
| % | |||
(In thousands) | |||||||||||
Revenue: | |||||||||||
Service revenue | $ | 2,602,176 | $ | 2,776,950 | $ | (174,774) | (6.3) | ||||
Equipment sales and other revenue | 15,855 | 30,151 | (14,296) | (47.4) | |||||||
Total revenue | 2,618,031 | 2,807,101 | (189,070) | (6.7) | |||||||
Costs and expenses: |
|
| |||||||||
Cost of services | 1,639,005 | 1,715,873 | (76,868) | (4.5) | |||||||
% of Service revenue | 63.0 | % | 61.8 | % | |||||||
Cost of sales - equipment and other | 19,243 | 30,027 | (10,784) | (35.9) | |||||||
Selling, general and administrative expenses | 283,780 | 385,636 | (101,856) | (26.4) | |||||||
% of Total revenue | 10.8 | % | 13.7 | % | |||||||
Depreciation and amortization | 87,502 | 86,100 | 1,402 | 1.6 | |||||||
Total costs and expenses | 2,029,530 | 2,217,636 | (188,106) | (8.5) | |||||||
Operating income (loss) | $ | 588,501 | $ | 589,465 | $ | (964) | (0.2) | ||||
Other data: | |||||||||||
Pay-TV subscribers, as of period end (in millions) | 8.031 | 8.840 | (0.809) | (9.2) | |||||||
DISH TV subscribers, as of period end (in millions) | 5.888 | 6.720 | (0.832) | (12.4) | |||||||
SLING TV subscribers, as of period end (in millions) | 2.143 | 2.120 | 0.023 | 1.1 | |||||||
Pay-TV subscriber additions (losses), net (in millions) | (0.043) | (0.064) | 0.021 | 32.8 | |||||||
DISH TV subscriber additions (losses), net (in millions) | (0.188) | (0.181) | (0.007) | (3.9) | |||||||
SLING TV subscriber additions (losses), net (in millions) | 0.145 | 0.117 | 0.028 | 23.9 | |||||||
Pay-TV ARPU | $ | 108.88 | $ | 105.25 | $ | 3.63 | 3.4 | ||||
DISH TV subscriber additions, gross (in millions) | 0.075 | 0.142 | (0.067) | (47.2) | |||||||
DISH TV churn rate | 1.47 | % | 1.58 | % | (0.11) | % | (7.0) | ||||
DISH TV SAC | $ | 985 | $ | 1,065 | $ | (80) | (7.5) | ||||
Purchases of property and equipment, net of refunds (1) | $ | 53,357 | $ | 64,331 | $ | (10,974) | (17.1) | ||||
OIBDA | $ | 676,003 | $ | 675,565 | $ | 438 | 0.1 | ||||
* | Percentage is not meaningful. |
(1) Purchases of property and equipment, net of refunds includes satellite purchases during the three months ended September 30, 2024 and 2023 of $29 million and $27 million, respectively.
Pay-TV Subscribers
DISH TV subscribers. We lost approximately 188,000 net DISH TV subscribers during the three months ended September 30, 2024 compared to the loss of approximately 181,000 net DISH TV subscribers during the same period in 2023. This increase in net DISH TV subscriber losses primarily resulted from lower gross new DISH TV subscriber activations, partially offset by a lower DISH TV churn rate.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
SLING TV subscribers. We added approximately 145,000 net SLING TV subscribers during the three months ended September 30, 2024 compared to the addition of approximately 117,000 net SLING TV subscribers during the same period in 2023. The change in net SLING TV subscribers was primarily related to higher SLING TV subscriber activations and lower SLING TV subscriber disconnects in 2024 due to our emphasis on acquiring higher quality subscribers. We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis.
DISH TV subscribers, gross. During the three months ended September 30, 2024, we activated approximately 75,000 gross new DISH TV subscribers compared to approximately 142,000 gross new DISH TV subscribers during the same period in 2023, a decrease of 47.2%. This decrease in our gross new DISH TV subscriber activations was primarily related to the lack of demand, shifting consumer behavior and lower marketing expenditures, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers, and direct-to-consumer offerings by certain of our programmers. Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers.
DISH TV churn rate. Our DISH TV churn rate for the three months ended September 30, 2024 was 1.47% compared to 1.58% for the same period in 2023. Our DISH TV churn rate for the three months ended September 30, 2024 was positively impacted by our emphasis on acquiring and retaining higher quality subscribers. Our DISH TV churn rate continues to be adversely impacted by external factors, such as, among other things, cord cutting, shifting consumer behavior and increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive marketing, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers. Our DISH TV churn rate is also impacted by internal factors, such as, among other things, our ability to consistently provide outstanding customer service, price increases, our ability to control piracy and other forms of fraud and the level of our retention efforts.
Our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV churn rate have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations and DISH TV subscriber churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.
We have not always met our own standards for performing high-quality installations, effectively resolving subscriber issues when they arise, answering subscriber calls in an acceptable timeframe, effectively communicating with our subscriber base, reducing calls driven by the complexity of our business, improving the reliability of certain systems and subscriber equipment and aligning the interests of certain independent third-party retailers and installers to provide high-quality service. Most of these factors have affected both gross new DISH TV subscriber activations as well as DISH TV subscriber churn rate. Our future gross new DISH TV subscriber activations and our DISH TV subscriber churn rate may be negatively impacted by these factors, which could in turn adversely affect our revenue.
Service revenue. “Service revenue” totaled $2.602 billion for the three months ended September 30, 2024, a decrease of $175 million or 6.3% compared to the same period in 2023. The decrease in “Service revenue” compared to the same period in 2023 was primarily related to lower average Pay-TV subscriber base, partially offset by an increase in Pay-TV ARPU, discussed below.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Pay-TV ARPU. Pay-TV ARPU was $108.88 during the three months ended September 30, 2024 versus $105.25 during the same period in 2023. The $3.63 or 3.4% increase in Pay-TV ARPU was primarily attributable to the DISH TV and SLING TV programming price increases and higher Pay-TV ad sales revenue. The DISH TV and SLING TV programming package price increases were effective in the fourth quarter of 2023.
Cost of services. “Cost of services” totaled $1.639 billion during the three months ended September 30, 2024, a decrease of $77 million or 4.5% compared to the same period in 2023. The decrease in “Cost of services” was primarily attributable to a lower average Pay-TV subscriber base, partially offset by higher programming costs per subscriber. Programming costs per subscriber increased during the three months ended September 30, 2024 due to rate increases in certain of our programming contracts, including the renewal of certain contracts at higher rates, particularly for local broadcast channels. “Cost of services” represented 63.0% and 61.8% of “Service revenue” during the three months ended September 30, 2024 and 2023, respectively.
In the normal course of business, we enter into contracts to purchase programming content in which our payment obligations are generally contingent on the number of Pay-TV subscribers to whom we provide the respective content. Our “Cost of services” have and will continue to face further upward pressure from price increases and the renewal of long-term programming contracts on less favorable pricing terms. In addition, our programming expenses will increase to the extent we are successful in growing our Pay-TV subscriber base.
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $284 million during the three months ended September 30, 2024, a $102 million or 26.4% decrease compared to the same period in 2023. This change was primarily driven by a decrease in subscriber acquisition costs resulting from lower marketing expenditures and lower gross new DISH TV subscriber activations and a decrease in personnel costs. In addition, the three months ended September 30, 2023 was negatively impacted by Merger related costs.
DISH TV SAC. DISH TV SAC was $985 during the three months ended September 30, 2024 compared to $1,065 during the same period in 2023, a decrease of $80 or 7.5%. This change was primarily attributable to a decrease in advertising costs per subscriber and a higher percentage of remanufactured receivers being activated on new subscriber accounts, partially offset by higher commission costs due to our emphasis on acquiring higher quality subscribers.
During the three months ended September 30, 2024 and 2023, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $6 million and $16 million, respectively. This decrease in capital expenditures primarily resulted from a decrease in gross new DISH TV subscriber activations and a higher percentage of remanufactured receivers being activated on new subscriber accounts.
To remain competitive, we upgrade or replace subscriber equipment periodically as technology changes, and the costs associated with these upgrades may be substantial. To the extent technological changes render a portion of our existing equipment obsolete, we would be unable to redeploy all returned equipment and consequently would realize less benefit from the DISH TV SAC reduction associated with redeployment of that returned lease equipment.
Our “DISH TV SAC” may materially increase in the future to the extent that we, among other things, transition to newer technologies, introduce more aggressive promotions, or provide greater equipment subsidies. See further information under “Liquidity and Capital Resources – Subscriber Acquisition and Retention Costs.”
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023.
For the Nine Months Ended | |||||||||||
September 30, | Variance | ||||||||||
Statements of Operations Data |
| 2024 |
| 2023 |
| Amount |
| % | |||
(In thousands) | |||||||||||
Revenue: | |||||||||||
Service revenue | $ | 7,961,736 | $ | 8,592,126 | $ | (630,390) | (7.3) | ||||
Equipment sales and other revenue | 59,157 | 162,246 | (103,089) | (63.5) | |||||||
Total revenue | 8,020,893 | 8,754,372 | (733,479) | (8.4) | |||||||
Costs and expenses: |
|
| |||||||||
Cost of services | 4,942,133 | 5,298,196 | (356,063) | (6.7) | |||||||
% of Service revenue | 62.1 | % | 61.7 | % | |||||||
Cost of sales - equipment and other | 54,072 | 75,800 | (21,728) | (28.7) | |||||||
Selling, general and administrative expenses | 840,174 | 1,108,738 | (268,564) | (24.2) | |||||||
% of Total revenue | 10.5 | % | 12.7 | % | |||||||
Depreciation and amortization | 258,153 | 286,148 | (27,995) | (9.8) | |||||||
Total costs and expenses | 6,094,532 | 6,768,882 | (674,350) | (10.0) | |||||||
Operating income (loss) | $ | 1,926,361 | $ | 1,985,490 | $ | (59,129) | (3.0) | ||||
Other data: | |||||||||||
Pay-TV subscribers, as of period end (in millions) | 8.031 | 8.840 | (0.809) | (9.2) | |||||||
DISH TV subscribers, as of period end (in millions) | 5.888 | 6.720 | (0.832) | (12.4) | |||||||
SLING TV subscribers, as of period end (in millions) | 2.143 | 2.120 | 0.023 | 1.1 | |||||||
Pay-TV subscriber additions (losses), net (in millions) | (0.495) | (0.910) | 0.415 | 45.6 | |||||||
DISH TV subscriber additions (losses), net (in millions) | (0.583) | (0.696) | 0.113 | 16.2 | |||||||
SLING TV subscriber additions (losses), net (in millions) | 0.088 | (0.214) | 0.302 | * | |||||||
Pay-TV ARPU | $ | 108.21 | $ | 103.98 | $ | 4.23 | 4.1 | ||||
DISH TV subscriber additions, gross (in millions) | 0.230 | 0.375 | (0.145) | (38.7) | |||||||
DISH TV churn rate | 1.46 | % | 1.69 | % | (0.23) | % | (13.6) | ||||
DISH TV SAC | $ | 993 | $ | 1,095 | $ | (102) | (9.3) | ||||
Purchases of property and equipment, net of refunds | $ | 165,275 | $ | 167,524 | $ | (2,249) | (1.3) | ||||
OIBDA | $ | 2,184,514 | $ | 2,271,638 | $ | (87,124) | (3.8) | ||||
* | Percentage is not meaningful. |
(1) Purchases of property and equipment, net of refunds includes satellite purchases during the nine months ended September 30, 2024 and 2023 of $94 million and $68 million, respectively.
Pay-TV Subscribers
DISH TV subscribers. We lost approximately 583,000 net DISH TV subscribers during the nine months ended September 30, 2024 compared to the loss of approximately 696,000 net DISH TV subscribers during the same period in 2023. This decrease in net DISH TV subscriber losses primarily resulted from a lower DISH TV churn rate, partially offset by lower gross new DISH TV subscriber activations.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
SLING TV subscribers. We added approximately 88,000 net SLING TV subscribers during the nine months ended September 30, 2024 compared to the loss of approximately 214,000 net SLING TV subscribers during the same period in 2023. The change in net SLING TV subscribers was primarily related to lower SLING TV subscriber disconnects in 2024 due to our emphasis on acquiring higher quality subscribers, partially offset by lower SLING TV subscriber activations. We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis.
DISH TV subscribers, gross. During the nine months ended September 30, 2024, we activated approximately 230,000 gross new DISH TV subscribers compared to approximately 375,000 gross new DISH TV subscribers during the same period in 2023, a decrease of 38.7%. This decrease in our gross new DISH TV subscriber activations was primarily related to the lack of demand, shifting consumer behavior and lower marketing expenditures, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers, and direct-to-consumer offerings by certain of our programmers. Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers.
DISH TV churn rate. Our DISH TV churn rate for the nine months ended September 30, 2024 was 1.46% compared to 1.69% for the same period in 2023. Our DISH TV churn rate for the nine months ended September 30, 2024 was positively impacted by our emphasis on acquiring and retaining higher quality subscribers. Our DISH TV churn rate continues to be adversely impacted by external factors, such as, among other things, cord cutting, shifting consumer behavior and increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive marketing, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers. Our DISH TV churn rate is also impacted by internal factors, such as, among other things, our ability to consistently provide outstanding customer service, price increases, our ability to control piracy and other forms of fraud and the level of our retention efforts. In addition, our DISH TV churn rate for the nine months ended September 30, 2023 was briefly elevated due to the cyber-security incident in the first quarter of 2023.
Our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV subscriber churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.
Service revenue. “Service revenue” totaled $7.962 billion for the nine months ended September 30, 2024, a decrease of $630 million or 7.3% compared to the same period in 2023. The decrease in “Service revenue” compared to the same period in 2023 was primarily related to lower average Pay-TV subscriber base, partially offset by an increase in Pay-TV ARPU, discussed below.
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $59 million for the nine months ended September 30, 2024, a decrease of $103 million compared to the same period in 2023. The decrease in “Equipment sales and other revenue” compared to the same period in 2023 was primarily related to a non-recurring $75 million license of our Adaptive Bitrate Streaming patents to Peloton covering certain Peloton products that resolves our litigation involving those products during the second quarter of 2023.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Pay-TV ARPU. Pay-TV ARPU was $108.21 during the nine months ended September 30, 2024 versus $103.98 during the same period in 2023. The $4.23 or 4.1% increase in Pay-TV ARPU was primarily attributable to the DISH TV and SLING TV programming price increases and higher Pay-TV ad sales revenue. The DISH TV and SLING TV programming package price increases were effective in the fourth quarter of 2023.
Cost of services. “Cost of services” totaled $4.942 billion during the nine months ended September 30, 2024, a decrease of $356 million or 6.7% compared to the same period in 2023. The decrease in “Cost of services” was primarily attributable to a lower average Pay-TV subscriber base and lower variable and retention costs per subscriber, partially offset by higher programming costs per subscriber. Programming costs per subscriber increased during the nine months ended September 30, 2024 due to rate increases in certain of our programming contracts, including the renewal of certain contracts at higher rates, particularly for local broadcast channels. Variable and retention costs per subscriber during the nine months ended September 30, 2023 were negatively impacted by approximately $30 million in cyber-security-related expenses to remediate the incident and provide additional customer support. “Cost of services” represented 62.1% and 61.7% of “Service revenue” during the nine months ended September 30, 2024 and 2023, respectively.
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $840 million during the nine months ended September 30, 2024, a $269 million or 24.2% decrease compared to the same period in 2023. This change was primarily driven by a decrease in subscriber acquisition costs resulting from lower marketing expenditures and lower gross new DISH TV subscriber activations and a decrease in personnel costs. In addition, the nine months ended September 30, 2023 was negatively impacted by Merger related costs.
Depreciation and amortization. “Depreciation and amortization” expense totaled $258 million during the nine months ended September 30, 2024, a $28 million or 9.8% decrease compared to the same period in 2023. This change was primarily driven by a decrease in depreciation expense from equipment leased to new and existing DISH TV subscribers and the EchoStar XI satellite which became fully depreciated during the second quarter of 2023.
DISH TV SAC. DISH TV SAC was $993 during the nine months ended September 30, 2024 compared to $1,095 during the same period in 2023, a decrease of $102 or 9.3%. This change was primarily attributable to a decrease in advertising costs per subscriber and a higher percentage of remanufactured receivers being activated on new subscriber accounts, partially offset by higher commission costs due to our emphasis on acquiring higher quality subscribers.
During the nine months ended September 30, 2024 and 2023, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $19 million and $43 million, respectively. This decrease in capital expenditures primarily resulted from a decrease in gross new DISH TV subscriber activations and a higher percentage of remanufactured receivers being activated on new subscriber accounts.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Retail Wireless Segment
We offer nationwide prepaid and postpaid Retail Wireless services to subscribers primarily under our Boost Mobile and Gen Mobile brands, as well as a competitive portfolio of wireless devices. Prepaid wireless subscribers generally pay in advance for monthly access to wireless talk, text and data services. Postpaid wireless subscribers are qualified to pay after receiving wireless talk, text and data services, and may also qualify for certain device financing arrangements.
Boost Mobile postpaid. During 2023, we launched our nationwide expansion of our Boost Mobile postpaid wireless service. At the end of the third quarter of 2023, we began offering premium wireless devices, including Apple products. We currently offer a broad range of premium wireless devices on our 5G Network.
We are currently operating our Retail Wireless segment primarily as an MVNO as we continue our 5G Network Deployment and commercialize and grow customer traffic on our 5G Network. We are transitioning our Retail Wireless segment to an MNO as our 5G Network has become commercially available and we grow customer traffic on our 5G Network. We are currently activating Boost Mobile subscribers with compatible devices onto our 5G Network in markets where we have reached VoNR. We have deployed 5G VoNR covering over 200 million Americans. Within our MVNO operations, today we depend on T-Mobile and AT&T to provide us with network services under the MNSA and NSA, respectively.
As of September 30, 2024 we had 6.984 million Wireless subscribers. Currently, we offer Wireless subscribers competitive consumer plans with no annual service contracts and monthly service plans including high-speed data and unlimited talk and text, and device financing arrangements for certain qualified subscribers.
During the second half of 2022, we began the process of migrating subscribers off the Transition Services Agreement (“TSA”) with T-Mobile, including the billing systems, and onto our own billing and operational support systems. The migration of subscribers to our new billing and operational support systems accelerated during the fourth quarter of 2022 and continued in the first and second quarters of 2023. The migration of subscribers during the first and second quarters of 2023 negatively impacted our Wireless churn rate and our results of operations. During the second quarter of 2023, we completed the migration of subscribers off the TSA with T-Mobile and onto our own billing and operational support systems.
ACP Subscribers. A portion of our Wireless subscriber base and revenue is comprised of subscribers who received benefits under ACP through May 2024. Households enrolled in the ACP program continued to receive the benefit on their service through April 2024. In May 2024, households received a partial benefit and on June 1, 2024 the ACP program funding concluded and households no longer received their benefit. Although we implemented plans to retain and/or migrate these subscribers to lower priced service plans, these subscribers began deactivating in the second and third quarter of 2024. As of September 30, 2024, we had approximately 33,000 Wireless ACP subscribers, and if we are unsuccessful in retaining and/or migrating the remaining subscribers, they will deactivate in the fourth quarter of 2024.
Generally, ACP subscribers have lower Wireless ARPU than other Wireless subscribers and as a result, any loss of ACP subscribers will have a nominal impact on pre-tax net income. We cannot predict with any certainty the impact of the loss of the ACP benefit to our Wireless subscriber base, net Wireless subscriber activations and results of operations.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Competition
Retail wireless is a mature market with moderate year over year organic growth. Competitors include, among others, providers who offer similar wireless communication services, such as talk, text and data. Competitive factors within the wireless communication services industry include, but are not limited to, pricing, market saturation, service and product offerings, customer experience and service quality. We compete with a number of national wireless carriers, including Verizon, AT&T and T-Mobile, all of which are significantly larger than us, serve a significant percentage of all wireless subscribers and enjoy scale advantages compared to us. Verizon, AT&T, and T-Mobile are currently the only nationwide MNOs in the United States.
Additional primary competitors to our Retail Wireless segment include, but are not limited to, Metro PCS (owned by T-Mobile), Cricket Wireless (owned by AT&T), Visible (owned by Verizon), Tracfone Wireless (owned by Verizon), Total Wireless (owned by Verizon), and other MVNOs such as Consumer Cellular, Mint Mobile (owned by T-Mobile), Spectrum Mobile and Xfinity Mobile.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
RESULTS OF OPERATIONS – Retail Wireless Segment
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023.
For the Three Months Ended | |||||||||||
September 30, | Variance | ||||||||||
Statements of Operations Data |
| 2024 |
| 2023 |
| Amount |
| % | |||
(In thousands) | |||||||||||
Revenue: | |||||||||||
Service revenue | $ | 778,737 | $ | 814,267 | $ | (35,530) | (4.4) | ||||
Equipment sales and other revenue | 117,212 | 76,713 | 40,499 | 52.8 | |||||||
Total revenue | 895,949 | 890,980 | 4,969 | 0.6 | |||||||
Costs and expenses: |
|
| |||||||||
Cost of services | 469,292 | 525,130 | (55,838) | (10.6) | |||||||
% of Service revenue | 60.3 | % | 64.5 | % | |||||||
Cost of sales - equipment and other | 300,322 | 279,914 | 20,408 | 7.3 | |||||||
Selling, general and administrative expenses | 217,090 | 191,553 | 25,537 | 13.3 | |||||||
% of Total revenue | 24.2 | % | 21.5 | % | |||||||
Depreciation and amortization | 23,037 | 62,549 | (39,512) | (63.2) | |||||||
Total costs and expenses | 1,009,741 | 1,059,146 | (49,405) | (4.7) | |||||||
Operating income (loss) | $ | (113,792) | $ | (168,166) | $ | 54,374 | 32.3 | ||||
Other data: | |||||||||||
Wireless subscribers, as of period end (in millions) | 6.984 | 7.500 | (0.516) | (6.9) | |||||||
Wireless subscriber additions, gross (in millions) | 0.642 | 0.638 | 0.004 | 0.6 | |||||||
Wireless subscriber additions (losses), net (in millions) ** | (0.297) | (0.225) | (0.072) | (32.0) | |||||||
Wireless ARPU | $ | 36.27 | $ | 35.74 | $ | 0.53 | 1.5 | ||||
Wireless churn rate | 2.99 | % | 4.21 | % | (1.22) | % | (29.0) | ||||
OIBDA | $ | (90,755) | $ | (105,617) | $ | 14,862 | 14.1 | ||||
* | Percentage is not meaningful. |
** | Includes Government subsidized subscribers. |
Wireless subscribers. We lost approximately 297,000 net Wireless subscribers during the three months ended September 30, 2024 compared to the loss of approximately 225,000 net Wireless subscribers during the same period in 2023. This increase in net Wireless subscriber losses primarily resulted from net losses of Government subsidized subscribers during the three months ended September 30, 2024 compared to net additions of Government subsidized subscribers during the same period in 2023, primarily due to the ACP program funding concluding on June 1, 2024. See “Retail Wireless Segment – ACP Subscribers” for further information. Excluding the impact of net losses of Government subsidized subscribers, we added approximately 62,000 net Wireless subscribers during the three months ended September 30, 2024. In addition, the three months ended September 30, 2024 was positively impacted by a lower Wireless churn rate and higher gross new Wireless subscriber activations compared to the same period in 2023.
Wireless subscribers, gross. During the three months ended September 30, 2024, we activated approximately 642,000 gross new Wireless subscribers compared to approximately 638,000 gross new Wireless subscribers during the same period in 2023, an increase of 0.6%. Our gross new Wireless subscriber activations continue to be negatively impacted by our emphasis on acquiring and retaining higher quality subscribers and increased competitive pressures, including aggressive competitor marketing, discounted service plans and deeper wireless device subsidies.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Wireless churn rate. Our Wireless churn rate for the three months ended September 30, 2024 was 2.99% compared to 4.21% for the same period in 2023. Our Wireless churn rate for the three months ended September 30, 2024 was positively impacted by our emphasis on acquiring and retaining higher quality subscribers, partially offset by competitive pressures, including deeper wireless device subsidies.
Service revenue. “Service revenue” totaled $779 million for the three months ended September 30, 2024, a decrease of $36 million or 4.4% compared to the same period in 2023. The decrease in “Service revenue” compared to the same period in 2023 was primarily related to a lower average Wireless subscriber base, partially offset by an increase in Wireless ARPU, discussed below.
Wireless ARPU. Wireless ARPU was $36.27 during the three months ended September 30, 2024 versus $35.74 during the same period in 2023. The $0.53 or 1.5% increase in Wireless ARPU was primarily attributable to, among other things, a shift in subscriber plan mix to higher priced service plans and increased sales of value added services, partially offset by providing certain remaining ACP subscribers with service plan credits.
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $117 million for the three months ended September 30, 2024, an increase of $40 million or 52.8% compared to the same period in 2023. The increase in “Equipment sales and other revenue” compared to the same period in 2023 was primarily related to higher revenue per unit shipped due to unit mix and an increase in units shipped. During the three months ended September 30, 2024, we shipped a higher percentage of devices that are compatible with our 5G Network and other devices that have a higher revenue per unit.
Cost of services. “Cost of services” totaled $469 million for the three months ended September 30, 2024, a decrease of $56 million or 10.6% compared to the same period in 2023. The decrease in “Cost of services” compared to the same period in 2023 was primarily attributable to a lower average Wireless subscriber base and lower network services costs per subscriber. In addition, the three months ended September 30, 2023 was negatively impacted by temporarily elevated dealer incentive costs in connection with the third quarter of 2023 realignment of our commission structure with current business objectives to acquire higher quality, long-term subscribers.
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $300 million for the three months ended September 30, 2024, an increase of $20 million or 7.3% compared to the same period in 2023. The increase in “Cost of sales – equipment and other” compared to the same period in 2023 was primarily related to higher costs per unit shipped due to unit mix and an increase in units shipped. During the three months ended September 30, 2024, we shipped a higher percentage of devices that are compatible with our 5G Network and other devices that have a higher cost per unit.
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $217 million during the three months ended September 30, 2024, a $26 million or 13.3% increase compared to the same period in 2023. This change was primarily driven by higher marketing expenditures and an increase in costs to support the Retail Wireless Segment, partially offset by lower sales commissions. In the third quarter of 2023, we realigned our commission structure with current business objectives to acquire higher quality, long-term subscribers, which resulted in lower sales commissions.
Depreciation and amortization. “Depreciation and amortization” expense totaled $23 million during the three months ended September 30, 2024, a $40 million or 63.2% decrease compared to the same period in 2023. This change was primarily driven by a decrease in amortization expense from subscriber relationships related to the Boost Mobile acquisition in 2020, which became fully amortized during the second quarter of 2024.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023.
For the Nine Months Ended | ||||||||||||
September 30, | Variance | |||||||||||
Statements of Operations Data |
| 2024 |
| 2023 |
| Amount |
| % | ||||
(In thousands) | ||||||||||||
Revenue: | ||||||||||||
Service revenue | $ | 2,368,138 | $ | 2,535,296 | $ | (167,158) | (6.6) | |||||
Equipment sales and other revenue | 325,192 | 258,791 | 66,401 | 25.7 | ||||||||
Total revenue | 2,693,330 | 2,794,087 | (100,757) | (3.6) | ||||||||
Costs and expenses: |
|
| ||||||||||
Cost of services | 1,391,018 | 1,537,338 | (146,320) | (9.5) | ||||||||
% of Service revenue | 58.7 | % | 60.6 | % | ||||||||
Cost of sales - equipment and other | 902,846 | 822,118 | 80,728 | 9.8 | ||||||||
Selling, general and administrative expenses | 573,734 | 564,906 | 8,828 | 1.6 | ||||||||
% of Total revenue | 21.3 | % | 20.2 | % | ||||||||
Depreciation and amortization | 135,303 | 168,597 | (33,294) | (19.7) | ||||||||
Total costs and expenses | 3,002,901 | 3,092,959 | (90,058) | (2.9) | ||||||||
Operating income (loss) | $ | (309,571) | $ | (298,872) | $ | (10,699) | (3.6) | |||||
Other data: | ||||||||||||
Wireless subscribers, as of period end (in millions) | 6.984 | 7.500 | (0.516) | (6.9) | ||||||||
Wireless subscriber additions, gross (in millions) | 1.828 | 2.134 | (0.306) | (14.3) | ||||||||
Wireless subscriber additions (losses), net (in millions) ** | (0.394) | (0.494) | 0.100 | 20.2 | ||||||||
Wireless ARPU | $ | 36.29 | $ | 36.19 | $ | 0.10 | 0.3 | |||||
Wireless churn rate | 2.99 | % | 4.33 | % | (1.34) | % | (30.9) | |||||
OIBDA | $ | (174,268) | $ | (130,275) | $ | (43,993) | (33.8) | |||||
* | Percentage is not meaningful. |
** | Includes Government subsidized subscribers. |
Wireless subscribers. We lost approximately 394,000 net Wireless subscribers during the nine months ended September 30, 2024 compared to the loss of approximately 494,000 net Wireless subscribers during the same period in 2023. This decrease in net Wireless subscriber losses primarily resulted from a lower Wireless churn rate, partially offset by lower gross new Wireless subscriber activations and lower net Government subsidized subscriber additions compared to the same period in 2023, primarily due to the ACP program funding concluding on June 1, 2024. See “Retail Wireless Segment – ACP Subscribers” for further information. Excluding the impact of net losses of Government subsidized subscribers, we added approximately 65,000 net Wireless subscribers during the nine months ended September 30, 2024.
Wireless subscribers, gross. During the nine months ended September 30, 2024, we activated approximately 1.828 million gross new Wireless subscribers compared to approximately 2.134 million gross new Wireless subscribers during the same period in 2023, a decrease of 14.3%. Our gross new Wireless subscribers for the nine months ended September 30, 2024 was negatively impacted by our emphasis on acquiring and retaining higher quality subscribers. In addition, this decrease in our gross new Wireless subscriber activations was primarily related to increased competitive pressures, including aggressive competitor marketing, discounted service plans and deeper wireless device subsidies.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Wireless churn rate. Our Wireless churn rate for the nine months ended September 30, 2024 was 2.99% compared to 4.33% for the same period in 2023. Our Wireless churn rate for the nine months ended September 30, 2024 was positively impacted by our emphasis on acquiring and retaining higher quality subscribers, partially offset by competitive pressures, including deeper wireless device subsidies. In addition, our Wireless churn rate for the nine months ended September 30, 2023 was negatively impacted by migrating subscribers off the TSA with T-Mobile and onto our new billing and operational support systems.
Service revenue. “Service revenue” totaled $2.368 billion for the nine months ended September 30, 2024, a decrease of $167 million or 6.6% compared to the same period in 2023. The decrease in “Service revenue” compared to the same period in 2023 was primarily related to a lower average Wireless subscriber base, partially offset by an increase in Wireless ARPU, discussed below.
Wireless ARPU. Wireless ARPU was $36.29 during the nine months ended September 30, 2024 versus $36.19 during the same period in 2023. The $0.10 or 0.3% increase in Wireless ARPU was primarily attributable to, among other things, a shift in subscriber plan mix to higher priced service plans, partially offset by providing ACP subscribers continued services for approximately half the charge in May 2024 and free of charge in June 2024 when the ACP program funding concluded and with service plan credits during the three months ended September 30, 2024.
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $325 million for the nine months ended September 30, 2024, an increase of $66 million or 25.7% compared to the same period in 2023. The increase in “Equipment sales and other revenue” compared to the same period in 2023 was primarily related to higher revenue per unit shipped due to unit mix, partially offset by a decrease in units shipped and higher promotional subsidies. During the nine months ended September 30, 2024, we shipped a higher percentage of devices that are compatible with our 5G Network and other devices that have a higher revenue per unit.
Cost of services. “Cost of services” totaled $1.391 billion for the nine months ended September 30, 2024, a decrease of $146 million or 9.5% compared to the same period in 2023. The decrease in “Cost of services” compared to the same period in 2023 was primarily attributable to a lower average Wireless subscriber base, lower network services costs per subscriber and operational efficiencies, partially offset by higher monthly dealer incentive costs. In the third quarter of 2023, we realigned our commission structure with current business objectives to acquire higher quality, long-term subscribers, which resulted in higher monthly dealer incentive costs. The nine months ended September 30, 2023 was negatively impacted by the migration of subscribers off the TSA with T-Mobile and onto our new billing and operational support systems. We incurred duplicative costs related to our TSA with T-Mobile and our own billing and operational support systems as we migrated subscribers off the TSA with T-Mobile.
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $903 million for the nine months ended September 30, 2024, an increase of $81 million or 9.8% compared to the same period in 2023. The increase in “Cost of sales – equipment and other” compared to the same period in 2023 was primarily related to higher costs per unit shipped due to unit mix, partially offset by a decrease in units shipped and higher vendor rebates. During the nine months ended September 30, 2024, we shipped a higher percentage of devices that are compatible with our 5G Network and other devices that have a higher cost per unit.
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $574 million during the nine months ended September 30, 2024, a $9 million or 1.6% increase compared to the same period in 2023. This change was primarily driven by higher marketing expenditures, partially offset by lower sales commissions and a decrease in costs to support the Retail Wireless segment. The nine months ended September 30, 2023 was negatively impacted by costs of migrating subscribers off the TSA with T-Mobile and onto our new billing and operational support systems.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Depreciation and amortization. “Depreciation and amortization” expense totaled $135 million during the nine months ended September 30, 2024, a $33 million or 19.7% decrease compared to the same period in 2023. This change was primarily driven by a decrease in amortization expense from subscriber relationships related to the Boost Mobile acquisition in 2020, which became fully amortized during the second quarter of 2024.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
5G Network Deployment Segment
We have invested a total of over $30 billion in Wireless spectrum licenses. The $30 billion of investments related to Wireless spectrum licenses does not include $9 billion of capitalized interest related to the carrying value of such licenses. See Note 2 and Note 10 in the Notes to our Condensed Consolidated Financial Statements for further information. We plan to commercialize our Wireless spectrum licenses through our 5G Network Deployment. We have committed to deploy our 5G Network capable of serving increasingly larger portions of the U.S. population at different deadlines.
We may need to raise additional capital in the future, which may not be available on favorable terms, to fund the efforts described below, as well as, among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. There can be no assurance that we will be able to complete all build-out requirements or profitably deploy our Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations. See Note 10 in the Notes to our Condensed Consolidated Financial Statements for further information.
Our Wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, was achieved in March 2024 using the drive test methodology previously agreed upon by us and the FCC and overseen by an independent monitor. We currently have the largest commercial deployment of 5G VoNR in the world covering over 200 million Americans and 5G broadband service covering over 250 million Americans.
In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our licenses based on several commitments, as detailed in Note 10 in the Notes to our Condensed Consolidated Financial Statements.
We may need to make significant additional investments or partner with others to, among other things, continue our 5G Network Deployment and further commercialize, build-out and integrate these licenses and related assets and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses. Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as we continue our 5G Network Deployment, we have and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third-party integration. As a result of these investments, among other factors, we may need to raise additional capital, which may not be available on favorable terms. We may also determine that additional wireless spectrum licenses may be required for our 5G Network Deployment and to compete effectively with other wireless service providers.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
RESULTS OF OPERATIONS – 5G Network Deployment Segment
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023.
For the Three Months Ended | |||||||||||
September 30, | Variance | ||||||||||
Statements of Operations Data |
| 2024 |
| 2023 |
| Amount |
| % | |||
(In thousands) | |||||||||||
Revenue: | |||||||||||
Service revenue | $ | — | $ | — | $ | — | * | ||||
Equipment sales and other revenue | 43,227 | 29,916 | 13,311 | 44.5 | |||||||
Total revenue | 43,227 | 29,916 | 13,311 | 44.5 | |||||||
Costs and expenses: |
| ||||||||||
Cost of services | 333,771 | — | 333,771 | * | |||||||
Cost of sales - equipment and other | — | 260,747 | (260,747) | * | |||||||
Selling, general and administrative expenses | 40,193 | 68,315 | (28,122) | (41.2) | |||||||
Depreciation and amortization | 269,533 | 163,959 | 105,574 | 64.4 | |||||||
Total costs and expenses | 643,497 | 493,021 | 150,476 | 30.5 | |||||||
Operating income (loss) | $ | (600,270) | $ | (463,105) | $ | (137,165) | (29.6) | ||||
Other data: | |||||||||||
Purchases of property and equipment, net of refunds | $ | 235,414 | $ | 686,192 | $ | (450,778) | (65.7) | ||||
OIBDA | $ | (330,737) | $ | (299,146) | $ | (31,591) | (10.6) | ||||
* | Percentage is not meaningful. |
Total revenue. “Total revenue” was $43 million for the three months ended September 30, 2024, an increase of $13 million or 44.5% compared to the same period in 2023. The increase in “Total revenue” compared to the same period in 2023 was primarily related to higher intercompany MNO revenue, partially offset by lower leased spectrum revenue.
Cost of services and Cost of sales – equipment and other. “Cost of services” and “Cost of sales – equipment and other” totaled $334 million during the three months ended September 30, 2024, an increase of $73 million compared to the same period in 2023. Beginning on January 1, 2024, as we have commenced utilizing our 5G Network for commercial traffic, “Cost of services” includes certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services and other costs which were previously reported in “Cost of sales – equipment and other.” The increase primarily resulted from an increase in lease expense on communication towers and other costs related to our 5G Network. In addition, beginning on January 1, 2024, as we have commenced utilizing our 5G Network for commercial traffic, “Cost of services” includes certain personal costs which were previously reported in “Selling, general and administrative expenses.” See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $40 million during the three months ended September 30, 2024, a $28 million or 41.2% decrease compared to the same period in 2023. Beginning on January 1, 2024, as we have commenced utilizing our 5G Network for commercial traffic, “Cost of services” includes certain personal costs which were previously reported in “Selling, general and administrative expenses” primarily driving this decrease.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Depreciation and amortization. “Depreciation and amortization” expense totaled $270 million during the three months ended September 30, 2024, a $106 million increase compared to the same period in 2023. This change was primarily driven by an increase in depreciation and amortization expense related to 5G Network Deployment assets being placed in service. We expect our depreciation and amortization expense to increase as we continue to place 5G Network Deployment assets into service.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023.
For the Nine Months Ended | |||||||||||
September 30, | Variance | ||||||||||
Statements of Operations Data |
| 2024 |
| 2023 |
| Amount |
| % | |||
(In thousands) | |||||||||||
Revenue: | |||||||||||
Service revenue | $ | — | $ | — | $ | — | * | ||||
Equipment sales and other revenue | 108,245 | 67,902 | 40,343 | 59.4 | |||||||
Total revenue | 108,245 | 67,902 | 40,343 | 59.4 | |||||||
Costs and expenses: |
|
| |||||||||
Cost of services | 949,483 | — | 949,483 | * | |||||||
Cost of sales - equipment and other | — | 671,241 | (671,241) | * | |||||||
Selling, general and administrative expenses | 136,081 | 210,258 | (74,177) | (35.3) | |||||||
Depreciation and amortization | 772,642 | 385,070 | 387,572 | * | |||||||
Total costs and expenses | 1,858,206 | 1,266,569 | 591,637 | 46.7 | |||||||
Operating income (loss) | $ | (1,749,961) | $ | (1,198,667) | $ | (551,294) | (46.0) | ||||
Other data: | |||||||||||
Purchases of property and equipment, net of refunds | $ | 863,248 | $ | 2,159,359 | $ | (1,296,111) | (60.0) | ||||
OIBDA | $ | (977,319) | $ | (813,597) | $ | (163,722) | (20.1) | ||||
* | Percentage is not meaningful. |
Total revenue. “Total revenue” was $108 million for the nine months ended September 30, 2024, an increase of $40 million or 59.4% compared to the same period in 2023. The increase in “Total revenue” compared to the same period in 2023 was primarily related to higher intercompany MNO revenue, partially offset by lower leased spectrum revenue.
Cost of services and Cost of sales – equipment and other. “Cost of services” and “Cost of sales – equipment and other” totaled $949 million during the nine months ended September 30, 2024, an increase of $278 million compared to the same period in 2023. Beginning on January 1, 2024, as we have commenced utilizing our 5G Network for commercial traffic, “Cost of services” includes certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services and other costs which were previously reported in “Cost of sales – equipment and other.” The increase primarily resulted from an increase in lease expense on communication towers, transport, cloud services and other costs related to our 5G Network. In addition, beginning on January 1, 2024, as we have commenced utilizing our 5G Network for commercial traffic, “Cost of services” includes certain personal costs which were previously reported in “Selling, general and administrative expenses.” See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $136 million during the nine months ended September 30, 2024, a $74 million or 35.3% decrease compared to the same period in 2023. Beginning on January 1, 2024, as we have commenced utilizing our 5G Network for commercial traffic, “Cost of services” includes certain personal costs which were previously reported in “Selling, general and administrative expenses” primarily driving this decrease.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Depreciation and amortization. “Depreciation and amortization” expense totaled $773 million during the nine months ended September 30, 2024, a $388 million increase compared to the same period in 2023. This change was primarily driven by an increase in depreciation and amortization expense related to 5G Network Deployment assets being placed in service. We expect our depreciation and amortization expense to increase as we continue to place 5G Network Deployment assets into service.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Broadband and Satellite Services Segment
We are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere. We provide broadband services to consumer customers, which include home and small to medium-sized businesses, and satellite, multi-transport technologies and managed network services to enterprise customers, telecommunications providers, aeronautical service providers and government entities, including civilian and defense.
Our EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is expected to be an integral part of our satellite service business. We will leverage EchoStar XXIV to deliver satellite services to unserved and underserved consumer markets in the Americas as well as enterprise and government markets.
We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers. We also offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation.
Backlog
As of September 30, 2024, our Broadband and Satellite services segment had approximately $1.521 billion of contracted revenue backlog. We define the Broadband and Satellite services segment contracted revenue backlog as our expected future revenue under enterprise customer contracts that are non-cancelable, including lease revenue.
Competition
Our industry is highly competitive. As a global provider of network technologies, products and services, our Broadband and Satellite Services Segment competes with a large number of telecommunications service providers, which puts pressure on prices and margins. To compete effectively, we emphasize our network quality, customization capability, offering of networks as a turnkey managed service, position as a single point of contact for products and services and competitive prices.
In our consumer broadband satellite technologies and internet services markets, we compete against traditional telecommunications and wireless carriers, other satellite internet providers, as well as fiber optic, cable and wireless internet service providers. Customers consider cost, speed and accessibility to be key determining factors in the selection of a service provider. In addition, government subsidies, such as the Federal Communications Commission’s (“FCC”) Rural Development Opportunity Fund, can have the effect of subsidizing the growth of our wired, wireless and satellite competitors. Our primary satellite competitors in the North American consumer market are ViaSat Communications, Inc., which is owned by ViaSat, Inc. (“ViaSat”) and Space Exploration Technologies Corp. (“SpaceX”). Both ViaSat and SpaceX have also entered the South and Central American consumer markets. We seek to differentiate ourselves based on the ubiquitous availability of our service, quality, proprietary technology and distribution channels.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
In our enterprise markets, we compete against multiple categories of providers. In the managed services area, we compete against providers of satellite-based and terrestrial-based networks, including fiber optic, cable, wireless internet service, multiprotocol label switching (MPLS) and internet protocol-based virtual private networks (VPN), which vary by region. In the in-flight connectivity market, we compete against direct and indirect providers of passenger WiFi services, such as ViaSat and SpaceX. To compete effectively, we emphasize our network quality, customization capability, ability to offer networks as a turnkey managed service, position as a single point of contact for products and services and competitive prices. Our principal competitors for the supply of satellite technology platforms are Gilat Satellite Networks Ltd, ViaSat and ST Engineering iDirect, Inc. To differentiate ourselves from our competitors, we emphasize particular technological features of our products and services, our ability to customize networks and perform desired development work and the quality of our customer service. We also face competition from resellers and numerous local companies who purchase equipment and sell services to local customers, including domestic and international telecommunications operators, cable companies and other major carriers.
In the emerging non-terrestrial network market, we expect to compete with several companies targeting this area, with technology approaches that may be similar to us or in some cases different. We will compete on, among other things, the basis of our strong spectrum position, expertise in satellite and 5G technologies and our global industry relationships.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
RESULTS OF OPERATIONS – Broadband and Satellite Services Segment
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023.
For the Three Months Ended | |||||||||||
September 30, | Variance | ||||||||||
Statements of Operations Data |
| 2024 |
| 2023 |
| Amount |
| % | |||
(In thousands) | |||||||||||
Revenue: | |||||||||||
Service revenue | $ | 294,703 | $ | 356,299 | $ | (61,596) | (17.3) | ||||
Equipment sales and other revenue | 92,006 | 56,774 | 35,232 | 62.1 | |||||||
Total revenue | 386,709 | 413,073 | (26,364) | (6.4) | |||||||
Costs and expenses: |
|
| |||||||||
Cost of services | 125,970 | 132,699 | (6,729) | (5.1) | |||||||
% of Service revenue | 42.7 | % | 37.2 | % | |||||||
Cost of sales - equipment and other | 74,397 | 43,787 | 30,610 | 69.9 | |||||||
Selling, general and administrative expenses | 108,816 | 123,630 | (14,814) | (12.0) | |||||||
% of Total revenue | 28.1 | % | 29.9 | % | |||||||
Depreciation and amortization | 113,642 | 102,966 | 10,676 | 10.4 | |||||||
Total costs and expenses | 422,825 | 403,082 | 19,743 | 4.9 | |||||||
Operating income (loss) | $ | (36,116) | $ | 9,991 | $ | (46,107) | * | ||||
Other data: | |||||||||||
Broadband subscribers, as of period end (in millions) | 0.912 | 1.063 | (0.151) | (14.2) | |||||||
Broadband subscriber additions (losses), net (in millions) | (0.043) | (0.059) | 0.016 | 27.1 | |||||||
Purchases of property and equipment, net of refunds (1) | $ | 44,913 | $ | 79,164 | $ | (34,251) | (43.3) | ||||
OIBDA | $ | 77,526 | $ | 112,957 | $ | (35,431) | (31.4) | ||||
* | Percentage is not meaningful. |
(1) Purchases of property and equipment, net of refunds includes satellite purchases during the three months ended September 30, 2024 and 2023 of $1 million and $38 million, respectively.
Broadband subscribers. We lost approximately 43,000 net Broadband subscribers for the three months ended September 30, 2024 compared to the loss of approximately 59,000 net Broadband subscribers during the same period in 2023. The decrease in net Broadband subscriber losses was primarily due to the new EchoStar XXIV satellite service launch and increased subscriber demand for our new satellite service plans. Churn of legacy subscribers has started to improve as prior churn and migrations have resulted in increased capacity availability and service satisfaction. In addition, net Broadband subscriber additions for the three months ended September 30, 2024 were negatively impacted by the ACP program funding concluding on June 1, 2024. We continue to operate in a highly competitive environment, with continued pressure from satellite-based competitors and other technologies.
Service revenue. “Service revenue” totaled $295 million for the three months ended September 30, 2024, a decrease of $62 million, or 17.3%, as compared to 2023. The decrease was primarily attributable to lower sales of broadband services to our North American and international consumer customers and our North American enterprise customers. In addition, the three months ended September 30, 2023 was positively impacted by revenue from Hughes Systique which was deconsolidated from our Condensed Consolidated Financial Statements as of December 31, 2023.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $92 million for the three months ended September 30, 2024, an increase of $35 million, or 62.1%, as compared to 2023. The change was primarily attributable to an increase in hardware sales to our North American and international enterprise customers.
Cost of services. “Cost of services” totaled $126 million for the three months ended September 30, 2024, a decrease of $7 million, or 5.1%, as compared to 2023. The decrease was primarily attributable to lower costs of broadband services to our North American and international consumer customers and our North American enterprise customers. Our “Cost of services” represented 42.7% and 37.2% of “Service revenue” during the three months ended September 30, 2024 and 2023, respectively. This increase primarily resulted from a change in service mix to lower margin services.
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $74 million for the three months ended September 30, 2024, an increase of $31 million, or 69.9%, as compared to 2023. The increase was primarily attributable to the corresponding increase in equipment revenue.
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $109 million for the three months ended September 30, 2024, a decrease of $15 million, or 12.0%, as compared to 2023. The change was primarily attributable to a decrease in costs to support the Broadband and Satellite Services segment and lower marketing expenditures, partially offset by an increase in bad debt expense.
Depreciation and amortization. “Depreciation and amortization” expense totaled $114 million for the three months ended September 30, 2024, an increase of $11 million, or 10.4%, as compared to 2023. The increase was primarily attributable to an increase in satellite depreciation driven by our EchoStar XXIV satellite, which was placed into service in December 2023.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023.
For the Nine Months Ended | |||||||||||
September 30, | Variance | ||||||||||
Statements of Operations Data |
| 2024 |
| 2023 |
| Amount |
| % | |||
(In thousands) | |||||||||||
Revenue: | |||||||||||
Service revenue | $ | 914,350 | $ | 1,099,049 | $ | (184,699) | (16.8) | ||||
Equipment sales and other revenue | 248,956 | 206,730 | 42,226 | 20.4 | |||||||
Total revenue | 1,163,306 | 1,305,779 | (142,473) | (10.9) | |||||||
Costs and expenses: |
|
| |||||||||
Cost of services | 382,400 | 399,566 | (17,166) | (4.3) | |||||||
% of Service revenue | 41.8 | % | 36.4 | % | |||||||
Cost of sales - equipment and other | 209,440 | 152,751 | 56,689 | 37.1 | |||||||
Selling, general and administrative expenses | 332,261 | 356,981 | (24,720) | (6.9) | |||||||
% of Total revenue | 28.6 | % | 27.3 | % | |||||||
Depreciation and amortization | 349,461 | 311,796 | 37,665 | 12.1 | |||||||
Impairment of long-lived assets and goodwill | — | 3,142 | (3,142) | * | |||||||
Total costs and expenses | 1,273,562 | 1,224,236 | 49,326 | 4.0 | |||||||
Operating income (loss) | $ | (110,256) | $ | 81,543 | $ | (191,799) | * | ||||
Other data: | |||||||||||
Broadband subscribers, as of period end (in millions) | 0.912 | 1.063 | (0.151) | (14.2) | |||||||
Broadband subscriber additions (losses), net (in millions) | (0.092) | (0.165) | 0.073 | 44.2 | |||||||
Purchases of property and equipment, net of refunds (1) | $ | 172,083 | $ | 172,251 | $ | (168) | (0.1) | ||||
OIBDA | $ | 239,205 | $ | 393,339 | $ | (154,134) | (39.2) | ||||
* | Percentage is not meaningful. |
(1) Purchases of property and equipment, net of refunds includes satellite purchases during the nine months ended September 30, 2024 and 2023 of $4 million and $56 million, respectively.
Broadband subscribers. We lost approximately 92,000 net Broadband subscribers for the nine months ended September 30, 2024 compared to the loss of approximately 165,000 net Broadband subscribers during the same period in 2023. The decrease in net Broadband subscriber losses was primarily due to the new EchoStar XXIV satellite service launch and increased subscriber demand for our new satellite service plans. Churn of legacy subscribers has started to improve as prior churn and migrations have resulted in increased capacity availability and service satisfaction. In addition, net Broadband subscriber additions for the nine months ended September 30, 2024 were negatively impacted by the ACP program funding concluding on June 1, 2024. We continue to operate in a highly competitive environment, with continued pressure from satellite-based competitors and other technologies.
Service revenue. “Service revenue” totaled $914 million for the nine months ended September 30, 2024, a decrease of $185 million, or 16.8%, as compared to 2023. The decrease was primarily attributable to lower sales of broadband services to our North American and international consumer customers and our North American enterprise customers. In addition, the nine months ended September 30, 2023 was positively impacted by revenue from Hughes Systique which was deconsolidated from our Condensed Consolidated Financial Statements as of December 31, 2023.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Equipment sales and other revenue. “Equipment sales and other revenue” totaled $249 million for the nine months ended September 30, 2024, an increase of $42 million, or 20.4%, as compared to 2023. The change was primarily attributable to an increase in hardware sales to our North American and international enterprise customers, partially offset by a decrease in hardware sales to our mobile satellite system customers.
Cost of services. “Cost of services” totaled $382 million for the nine months ended September 30, 2024, a decrease of $17 million, or 4.3%, as compared to 2023. The decrease was primarily attributable to lower costs of broadband services to our North American and international consumer customers and our North American enterprise customers. Our “Cost of services” represented 41.8% and 36.4% of “Service revenue” during the nine months ended September 30, 2024 and 2023, respectively. This increase primarily resulted from a change in service mix to lower margin services.
Cost of sales – equipment and other. “Cost of sales – equipment and other” totaled $209 million for the nine months ended September 30, 2024, an increase of $57 million, or 37.1%, as compared to 2023. The increase was primarily attributable to the corresponding increase in equipment revenue.
Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $332 million for the nine months ended September 30, 2024, a decrease of $25 million, or 6.9%, as compared to 2023. The change was primarily attributable to a decrease in costs to support the Broadband and Satellite Services segment and lower marketing expenditures, partially offset by an increase in bad debt expense.
Depreciation and amortization. “Depreciation and amortization” expense totaled $349 million for the nine months ended September 30, 2024, an increase of $38 million, or 12.1%, as compared to 2023. The increase was primarily attributable to an increase in satellite depreciation driven by our EchoStar XXIV satellite, which was placed into service in December 2023.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
OTHER CONSOLIDATED RESULTS
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023.
For the Three Months Ended | |||||||||||
September 30, | Variance | ||||||||||
Statements of Operations Data |
| 2024 |
| 2023 |
| Amount |
| % | |||
(In thousands) | |||||||||||
Operating income (loss) | $ | (160,767) | $ | (31,349) | $ | (129,418) | * | ||||
Other income (expense): | |||||||||||
Interest income | 11,200 | 43,915 | (32,715) | (74.5) | |||||||
Interest expense, net of amounts capitalized | (81,503) | (21,795) | (59,708) | * | |||||||
Other, net | 52,107 | (168,947) | 221,054 | * | |||||||
Total other income (expense) | (18,196) | (146,827) | 128,631 | 87.6 | |||||||
Income (loss) before income taxes | (178,963) | (178,176) | (787) | (0.4) | |||||||
Income tax (provision) benefit, net | 35,162 | 59,439 | (24,277) | (40.8) | |||||||
Effective tax rate | 19.6 | % | 33.4 | % | |||||||
Net income (loss) | (143,801) | (118,737) | (25,064) | (21.1) | |||||||
Less: Net income (loss) attributable to noncontrolling interests, net of tax | (1,989) | 19,634 | (21,623) | * | |||||||
Net income (loss) attributable to EchoStar | $ | (141,812) | $ | (138,371) | $ | (3,441) | (2.5) | ||||
* | Percentage is not meaningful. |
Interest income. “Interest income” totaled $11 million during the three months ended September 30, 2024, a decrease of $33 million compared to the same period in 2023. This decrease primarily resulted from lower average cash and marketable investment securities balances and lower percentage returns earned on our cash and marketable investment securities during the three months ended September 30, 2024.
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” totaled $82 million during the three months ended September 30, 2024, an increase of $60 million compared to the same period in 2023. During the three months ended September 30, 2024, as the qualifying assets, including certain bands of wireless spectrum licenses, have been placed into service with the deployment of our 5G Network, we no longer capitalize interest on those assets and as a result, capitalized interest was reduced by $65 million, and interest expense increased. See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
Other, net. “Other, net” income totaled $52 million during the three months ended September 30, 2024, compared to expense of $169 million during the same period in 2023. The three months ended September 30, 2024 was positively impacted by a $50 million gain on the Liberty Puerto Rico asset sale. The three months ended September 30, 2023 was negatively impacted by a $155 million decrease in the fair value of our option to purchase certain of T-Mobile’s 800 MHz spectrum licenses and $11 million in net losses and impairments on marketable and non-marketable investment securities. See Note 5 and Note10 in the Notes to our Condensed Consolidated Financial Statements for further information.
Income tax (provision) benefit, net. Our income tax benefit was $35 million during the three months ended September 30, 2024, a decrease of $24 million compared to the same period in 2023. This change was primarily related to a decrease in our effective tax rate. Our effective tax rate during the three months ended September 30, 2024 was impacted by federal, state and foreign valuation allowances.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023.
For the Nine Months Ended | |||||||||||
September 30, | Variance | ||||||||||
Statements of Operations Data |
| 2024 |
| 2023 |
| Amount |
| % | |||
(In thousands) | |||||||||||
Operating income (loss) | $ | (241,380) | $ | 574,218 | $ | (815,598) | * | ||||
Other income (expense): | |||||||||||
Interest income | 55,591 | 166,409 | (110,818) | (66.6) | |||||||
Interest expense, net of amounts capitalized | (262,077) | (63,476) | (198,601) | * | |||||||
Other, net | (65,501) | (169,640) | 104,139 | 61.4 | |||||||
Total other income (expense) | (271,987) | (66,707) | (205,280) | * | |||||||
Income (loss) before income taxes | (513,367) | 507,511 | (1,020,878) | * | |||||||
Income tax (provision) benefit, net | 53,733 | (120,711) | 174,444 | * | |||||||
Effective tax rate | 10.5 | % | 23.8 | % | |||||||
Net income (loss) | (459,634) | 386,800 | (846,434) | * | |||||||
Less: Net income (loss) attributable to noncontrolling interests, net of tax | (4,855) | 58,975 | (63,830) | * | |||||||
Net income (loss) attributable to EchoStar | $ | (454,779) | $ | 327,825 | $ | (782,604) | * | ||||
* | Percentage is not meaningful. |
Interest income. “Interest income” totaled $56 million during the nine months ended September 30, 2024, a decrease of $111 million compared to the same period in 2023. This decrease primarily resulted from lower average cash and marketable investment securities balances and lower percentage returns earned on our cash and marketable investment securities during the nine months ended September 30, 2024.
Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” totaled $262 million during the nine months ended September 30, 2024, an increase of $199 million compared to the same period in 2023. During the nine months ended September 30, 2024, as the qualifying assets, including certain bands of wireless spectrum licenses, have been placed into service with the deployment of our 5G Network, we no longer capitalize interest on those assets and as a result, capitalized interest was reduced by $212 million, and interest expense increased. See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
Other, net. “Other, net” expense totaled $66 million during the nine months ended September 30, 2024, a decrease of $104 million compared to the same period in 2023. The nine months ended September 30, 2024 was negatively impacted by a $70 million loss in equity in earnings from our Invidi investment, including $63 million from our portion of Invidi’s goodwill impairment, and $42 million in net losses and impairments on marketable and non-marketable investment securities, partially offset by a $50 million gain on the Liberty Puerto Rico asset sale. The nine months ended September 30, 2023 was negatively impacted by a $192 million decrease in the fair value of our option to purchase certain of T-Mobile’s 800 MHz spectrum licenses and $48 million in net losses and impairments on marketable and non-marketable investment securities, partially offset by $73 million of early debt extinguishment gains from the repurchases of our convertible notes. See Note 5 and Note10 in the Notes to our Condensed Consolidated Financial Statements for further information.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Income tax (provision) benefit, net. Our income tax benefit was $54 million during the nine months ended September 30, 2024, compared to a provision of $121 million during the same period in 2023. This change was primarily related to a decrease in “Income (loss) before income taxes” and the change in our effective tax rate. Our effective tax rate during the nine months ended September 30, 2024 was impacted by federal, state and foreign valuation allowances.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Non-GAAP Performance Measures and Reconciliation
It is management’s intent to provide non-GAAP financial information to enhance the understanding of our GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.
Consolidated EBITDA
Consolidated EBITDA is not a measure determined in accordance with GAAP and should not be considered a substitute for operating income, net income or any other measure determined in accordance with GAAP. Consolidated EBITDA is used as a measurement of operating efficiency and overall financial performance and we believe it is a helpful measure for those evaluating operating performance in relation to our competitors. Conceptually, EBITDA measures the amount of income generated each period that could be used to service debt, pay taxes and fund capital expenditures. EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(In thousands) | ||||||||||||
Net income (loss) attributable to EchoStar | $ | (141,812) | $ | (138,371) | $ | (454,779) | $ | 327,825 | ||||
Interest, net | 70,303 | (22,120) | 206,486 | (102,933) | ||||||||
Income tax provision (benefit), net | (35,162) | (59,439) | (53,733) | 120,711 | ||||||||
Depreciation and amortization | 477,434 | 397,211 | 1,470,359 | 1,115,598 | ||||||||
Consolidated EBITDA | $ | 370,763 | $ | 177,281 | $ | 1,168,333 | $ | 1,461,201 | ||||
The changes in Consolidated EBITDA during the three and nine months ended September 30, 2024, compared to the same periods in 2023, were primarily a result of the factors described in connection with operating revenues and operating expenses, as well as the impact from changes in “Other, net” during the three and nine months ended September 30, 2024 and 2023.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Segment OIBDA
Segment OIBDA, which is presented below, is a non-GAAP measure and does not purport to be an alternative to operating income (loss) as a measure of operating performance. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions for those business segments, as well as in evaluating operating performance in relation to our competitors. Segment OIBDA is calculated by adding back depreciation and amortization expense to business segments operating income (loss). See Note 11 to the Notes to our Condensed Consolidated Financial Statements for further information.
For the Three Months Ended September 30, 2024 |
| Pay-TV |
| Retail Wireless | 5G Network Deployment |
| Broadband and Satellite Services |
|
|
| Consolidated | |||||||
(In thousands) | ||||||||||||||||||
Segment operating income (loss) | $ | 588,501 | $ | (113,792) | $ | (600,270) | $ | (36,116) | $ | 910 | $ | (160,767) | ||||||
Depreciation and amortization | 87,502 | 23,037 | 269,533 | 113,642 | (16,280) | 477,434 | ||||||||||||
OIBDA | $ | 676,003 | $ | (90,755) | $ | (330,737) | $ | 77,526 | $ | (15,370) | $ | 316,667 | ||||||
For the Three Months Ended September 30, 2023 | ||||||||||||||||||
Segment operating income (loss) | $ | 589,465 | $ | (168,166) | $ | (463,105) | $ | 9,991 | $ | 466 | $ | (31,349) | ||||||
Depreciation and amortization | 86,100 | 62,549 | 163,959 | 102,966 | (18,363) | 397,211 | ||||||||||||
OIBDA | $ | 675,565 | $ | (105,617) | $ | (299,146) | $ | 112,957 | $ | (17,897) | $ | 365,862 | ||||||
For the Nine Months Ended September 30, 2024 |
| Pay-TV |
| Retail Wireless | 5G Network Deployment |
| Broadband and Satellite Services |
|
|
| Consolidated | |||||||
(In thousands) | ||||||||||||||||||
Segment operating income (loss) | $ | 1,926,361 | $ | (309,571) | $ | (1,749,961) | $ | (110,256) | $ | 2,047 | $ | (241,380) | ||||||
Depreciation and amortization | 258,153 | 135,303 | 772,642 | 349,461 | (45,200) | 1,470,359 | ||||||||||||
OIBDA | $ | 2,184,514 | $ | (174,268) | $ | (977,319) | $ | 239,205 | $ | (43,153) | $ | 1,228,979 | ||||||
For the Nine Months Ended September 30, 2023 |
| |||||||||||||||||
Segment operating income (loss) | $ | 1,985,490 | $ | (298,872) | $ | (1,198,667) | $ | 81,543 | $ | 4,724 | $ | 574,218 | ||||||
Depreciation and amortization | 286,148 | 168,597 | 385,070 | 311,796 | (36,013) | 1,115,598 | ||||||||||||
OIBDA | $ | 2,271,638 | $ | (130,275) | $ | (813,597) | $ | 393,339 | $ | (31,289) | $ | 1,689,816 | ||||||
The changes in OIBDA during the three and nine months ended September 30, 2024, compared to the same periods in 2023, were primarily a result of the factors described in connection with operating revenues and operating expenses.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
LIQUIDITY AND CAPITAL RESOURCES
Cash, Cash Equivalents, Current Restricted Cash and Cash Equivalents and Current Marketable Investment Securities
We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. See Note 5 in the Notes to our Condensed Consolidated Financial Statements for further information regarding our current restricted cash and cash equivalents and marketable investment securities. As of September 30, 2024 cash, cash equivalents, current restricted cash and cash equivalents, and current marketable investment securities totaled $2.722 billion compared to $2.444 billion as of December 31, 2023, an increase of $278 million. This increase in cash, cash equivalents, current restricted cash and cash equivalents and current marketable investment securities primarily resulted from $2.364 billion in net proceeds from the New DISH DBS Financing and cash generated from operating activities of $1.207 billion, partially offset by capital expenditures, net of refunds, of $1.844 billion (including capitalized interest related to Regulatory authorizations), the redemption of our 2 3/8% Convertible Notes due 2024 of $951 million and the purchase of SNR Management’s ownership interest in SNR HoldCo of $442 million.
Cash Flow
The following discussion highlights our cash flow activities during the nine months ended September 30, 2024.
Cash flows from operating activities
For the nine months ended September 30, 2024, we reported “Net cash flows from operating activities” of $1.207 billion primarily attributable to $1.020 billion of “Net income (loss)” adjusted to exclude the non-cash items for “Depreciation and amortization” expense, “Realized and unrealized losses (gains) on investments, impairments and other,” “Liberty Puerto Rico Asset Sale losses (gains),” “Non-cash, stock-based compensation” expense, “Deferred tax expense (benefit),” and “Equity in earnings (losses) of affiliates.” In addition, “Net cash flows from operating activities” was impacted by the timing difference between book expense and cash payments, including income taxes, and other working capital changes.
Cash flows from investing activities
For the nine months ended September 30, 2024, we reported outflows from “Net cash flows from investing activities” of $1.177 billion primarily related to capital expenditures, net of refunds, of $1.844 billion (including capitalized interest related to Regulatory authorizations), partially offset by $534 million in net sales of marketable investment securities and $95 million in proceeds from the Liberty Puerto Rico asset sale.
Cash flows from financing activities
For the nine months ended September 30, 2024, we reported inflows from “Net cash flows from financing activities” of $870 million primarily related to $2.364 billion in net proceeds from the New DISH DBS Financing, partially offset by the redemption of our 2 3/8% Convertible Notes due 2024 of $951 million, the purchase of SNR Management’s ownership interest in SNR HoldCo of $442 million and repayments of long-term debt, finance lease and other obligations of $101 million.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Free Cash Flow
We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” net of “Refunds and other receipts of purchases of property and equipment,” and (ii) “Capitalized interest related to Regulatory authorizations,” as shown on our Consolidated Statements of Cash Flows. We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments (including strategic wireless investments), fund acquisitions and for certain other activities. Free cash flow is not a measure determined in accordance with GAAP and should not be considered a substitute for “Operating income,” “Net income,” “Net cash flows from operating activities” or any other measure determined in accordance with GAAP. Since free cash flow includes investments in operating assets, we believe this non-GAAP liquidity measure is useful in addition to the most directly comparable GAAP measure “Net cash flows from operating activities.”
Free cash flow can be significantly impacted from period to period by changes in “Net income (loss)” adjusted to exclude certain non-cash charges, operating assets and liabilities, “Purchases of property and equipment,” net of “Refunds and other receipts of purchases of property and equipment,” and “Capitalized interest related to Regulatory authorizations.” These items are shown in the “Net cash flows from operating activities” and “Net cash flows from investing activities” sections on our Condensed Consolidated Statements of Cash Flows included herein. Operating asset and liability balances can fluctuate significantly from period to period and there can be no assurance that free cash flow will not be negatively impacted by material changes in operating assets and liabilities in future periods, since these changes depend upon, among other things, management’s timing of payments and control of inventory levels, and cash receipts. In addition to fluctuations resulting from changes in operating assets and liabilities, free cash flow can vary significantly from period to period depending upon, among other things, subscriber additions (losses), service revenue, subscriber churn, subscriber acquisition and retention costs including amounts capitalized under our equipment lease programs for DISH TV subscribers, operating efficiencies, increases or decreases in purchases of property and equipment, expenditures related to our 5G Network Deployment and other factors.
The following table reconciles free cash flow to “Net cash flows from operating activities.”
For the Nine Months Ended | ||||||
September 30, | ||||||
| 2024 |
| 2023 | |||
(In thousands) | ||||||
Net cash flows from operating activities | $ | 1,207,144 | $ | 2,021,550 | ||
Purchases of property and equipment, net of refunds (including capitalized interest related to Regulatory authorizations) | (1,843,595) | (3,246,877) | ||||
Free cash flow | $ | (636,451) | $ | (1,225,327) | ||
Operational Liquidity
We make general investments in property such as, among others, satellites, wireless devices, set-top boxes, information technology and facilities that support our Pay-TV, Retail Wireless and Broadband and Satellite Services segments. We are also making significant additional investments and may partner with others to, among other things, continue our 5G Network Deployment and further commercialize, build-out and integrate our Wireless spectrum licenses and related assets. Moreover, since we are primarily a subscriber-based company, we also make subscriber-specific investments to acquire new subscribers and retain existing subscribers. While the general investments may be deferred without impacting the business in the short-term, the subscriber-specific investments are less discretionary. Our overall objective is to generate sufficient cash flow over the life of each subscriber to provide an adequate return against the upfront investment. Once the upfront investment has been made for each subscriber, the subsequent cash flow is generally positive, but there can be no assurance that over time we will recoup or earn a return on the upfront investment.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
There are a number of factors that impact our future cash flow compared to the cash flow we generate at a given point in time. The first factor is our churn rate and how successful we are at retaining our current subscribers. To the extent we lose subscribers from our existing base, the positive cash flow from that base is correspondingly reduced. The second factor is how successful we are at maintaining our service margins. To the extent our “Cost of services” grow faster than our “Service revenue,” the amount of cash flow that is generated per existing subscriber is reduced. Our Pay-TV service margins have been reduced by, among other things, higher programming costs. Our Retail Wireless service margins are impacted by, among other things, our MNSA agreement with T-Mobile and our NSA agreement with AT&T and the speed with which we are able to migrate Wireless subscribers onto our 5G Network. The third factor is the rate at which we acquire new subscribers. The faster we acquire new subscribers, the more our positive ongoing cash flow from existing subscribers is offset by the negative upfront cash flow associated with acquiring new subscribers. Conversely, the slower we acquire subscribers, the more our operating cash flow is enhanced in that period.
Finally, our future cash flow is impacted by, among other things, the rate at which we complete our 5G Network Deployment, incur litigation expense, and any cash flow from financing activities. We anticipate operating expenditures for our 5G Network Deployment to increase for the remainder of 2024 as we continue to, among other things, deploy cell sites and communication towers to continue to commercialize our 5G Network. We expect our capital expenditures to remain consistent in the near term. However, as we prepare for our next build-out requirement deadlines, we expect our capital expenditures to increase as we approach these deadlines. As a result, our historical cash flow is not necessarily indicative of our future cash flows. As of September 30, 2024, as a result of, among other things, capital expenditures for our 5G Network Deployment, we experienced negative free cash flow. We expect that this trend will continue in 2024 and in future periods. In addition, declines in our Pay-TV and Wireless subscriber base and any decrease in subscriber-related margins negatively impact our cash flow, and there can be no assurance that our subscriber declines will not continue.
Subscriber Base – Pay TV, Retail Wireless and Broadband and Satellite Services Segments
See “Results of Operations” above for further information.
Subscriber Acquisition and Retention Costs
We incur significant upfront costs to acquire Pay-TV, Wireless and Broadband subscribers, including, but not limited to, advertising, independent third-party retailer incentives, payments made to third parties, equipment and wireless device subsidies, installation services and/or new customer promotions. While we attempt to recoup these upfront costs over the lives of their subscription, there can be no assurance that we will be successful in achieving that objective. With respect to our DISH TV services and Boost Mobile postpaid, we employ business rules such as minimum credit requirements for prospective customers and contractual commitments. We strive to provide outstanding customer service to increase the likelihood of customers keeping their Pay-TV services and Boost Mobile postpaid service over longer periods of time. Subscriber acquisition costs for SLING TV subscribers are significantly lower than those for DISH TV subscribers. Our subscriber acquisition costs may vary significantly from period to period.
We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® receivers, and by providing retention credits. As with our subscriber acquisition costs, our retention upgrade spending includes the cost of equipment and installation services. In certain circumstances, we also offer programming at no additional charge and/or promotional pricing for limited periods to existing customers in exchange for a contractual commitment to receive service for a minimum term. A component of our retention efforts includes the installation of equipment for customers who move. Retention costs for Wireless subscribers are primarily related to promotional pricing on upgraded wireless devices for qualified existing subscribers. Our DISH TV and Wireless subscriber retention costs may vary significantly from period to period.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Seasonality
Historically, the first half of the year generally produces fewer gross new DISH TV subscriber activations than the second half of the year, as is typical in the pay-TV industry. In addition, the first and fourth quarters generally produce a lower DISH TV churn rate than the second and third quarters. However, in recent years, as the pay-TV industry has matured, we and our competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay-TV services. As a result, historical trends in seasonality described above may not be indicative of future trends.
Our net SLING TV subscriber additions are impacted by, among other things, certain major sporting events and other major television events. The first and third quarters generally produce higher gross new Wireless subscriber activations. The historical trends discussed above, for net DISH TV subscriber additions, net SLING TV subscriber additions and gross new Wireless subscriber activations, may not be indicative of future trends. There can be no assurance that these trends will not continue and/or accelerate.
Satellites
Pay-TV Segment. Operation of our DISH TV services requires that we have adequate satellite transmission capacity for the programming that we offer. Moreover, competitive conditions may require that we expand our offering of new programming. While we generally have had in-orbit satellite capacity sufficient to transmit our existing channels and some backup capacity to recover the transmission of certain critical programming, our backup capacity is limited. In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of critical programming or a significant delay in our plans to expand programming as necessary to remain competitive and cause us to expend a significant portion of our cash to acquire or lease additional satellite capacity.
Broadband and Satellite Services Segment. Operation of our Broadband and Satellite Services also requires adequate satellite transmission capacity for the services that we offer. Prior to the launch of EchoStar XXIV, we were nearing or had reached capacity in most areas of the U.S., which constrained growth within our consumer subscriber base. These constraints have been addressed by the EchoStar XXIV satellite. In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of services.
Covenants and Restrictions Related to our Long-Term Debt
We are subject to the covenants and restrictions set forth in the indentures related to our long-term debt.
DISH Network and DISH DBS Corporation
The indentures related to our outstanding senior notes issued by DISH DBS Corporation (“DISH DBS”) contain restrictive covenants that, among other things, impose limitations on the ability of DISH DBS and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock; (iv) make certain investments; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
The indentures related to our outstanding DISH Network and DISH DBS senior secured notes contain restrictive covenants that, among other things, impose limitations on our ability and certain of our subsidiaries to: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on our capital stock or repurchase our capital stock; (iv) make certain investments of spectrum collateral; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets. Should we fail to comply with these covenants, all or a portion of the debt under the senior notes, senior secured notes and our other long-term debt could become immediately payable. The senior notes and senior secured notes also provide that the debt may be required to be prepaid if certain change-in-control events occur. In addition, the Convertible Notes provide that, if a “fundamental change” (as defined in the related indenture) occurs, holders may require us to repurchase for cash all or part of their Convertible Notes. As of the date of filing of this Quarterly Report on Form 10-Q, we, DISH Network and DISH DBS were in compliance with the covenants and restrictions related to our respective long-term debt recorded on our Condensed Consolidated Balance Sheets as of September 30, 2024.
Hughes Satellite Systems Corporation
The indentures related to our outstanding senior notes issued by Hughes Satellite Systems Corporation (“HSSC”) contain restrictive covenants that, among other things, impose limitations on the ability of HSSC and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make distributions on HSSC’s capital stock or repurchase HSSC’s capital stock; (iii) allow to exist certain restrictions on such subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets; (iv) make certain investments; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets. As of the date of filing of this Quarterly Report on Form 10-Q, we and HSSC were in compliance with the covenants and restrictions related to our respective long-term debt recorded on our Condensed Consolidated Balance Sheets as of September 30, 2024.
Other
We are also vulnerable to fraud, particularly in the acquisition of new subscribers. While we are addressing the impact of subscriber fraud through a number of actions, there can be no assurance that we will not continue to experience fraud, which could impact our subscriber growth and churn. Economic weakness may create greater incentive for signal theft, piracy and subscriber fraud, which could lead to higher subscriber churn and reduced revenue.
Obligations and Future Capital Requirements
Contractual Obligations
See Note 10 in the Notes to our Condensed Consolidated Financial Statements for further information.
Future Capital Requirements
We expect to fund our future working capital, capital expenditures, other investments, and debt service requirements from cash generated from operations, existing cash, restricted cash, cash equivalents and marketable investment securities balances, and cash generated through raising additional capital. We may need to make significant additional investments to, among other things, continue our 5G Network Deployment and further commercialize, build-out and integrate our Wireless spectrum licenses and related assets. The amount of capital required to fund our future working capital, capital expenditure and other investment needs varies, depending on, among other things, the rate at which we complete our 5G Network Deployment, the potential purchase of additional wireless spectrum licenses and the rate at which we acquire new subscribers, and the cost of subscriber acquisition and retention.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Continued
Certain of our capital expenditures for 2024 are expected to be driven by the rate of our 5G Network Deployment as well as costs associated with subscriber premises equipment. These expenditures are necessary for our 5G Network Deployment as well as to operate and maintain our DISH TV services. Consequently, we consider them to be non-discretionary.
Our capital expenditures vary depending on, among other things, the number of satellites leased or under construction at any point in time and could increase materially as a result of increased competition, significant satellite failures, or economic weakness and uncertainty. Our DISH TV subscriber base has been declining and there can be no assurance that our DISH TV subscriber base will not continue to decline and that the pace of such decline will not accelerate. In the event that our DISH TV subscriber base continues to decline, it will have a material adverse long-term effect on our cash flow.
We have and expect to continue to incur expenditures in 2024 related to our 5G Network Deployment, including, but not limited to, capital expenditures associated with our 5G Network Deployment and the potential purchase of additional wireless spectrum licenses. The amount of capital required will also depend on, among other things, our available liquidity, the growth of our Retail Wireless segment and the levels of investment necessary to support potential strategic initiatives that may arise from time to time. These factors, including, but not limited to, a reduction in our available future cash flows as a result of our 5G Network Deployment, may require us to raise additional capital in the future, which may not be available on favorable terms.
Volatility in the financial markets has made it more difficult at times for issuers of high-yield indebtedness, such as us, to access capital markets at favorable terms. These developments may have a significant effect on our cost of financing and our liquidity position.
Wireless – 5G Network Deployment
See Note 10 in the Notes to our Condensed Consolidated Financial Statements for further information.
Availability of Credit and Effect on Liquidity
The ability to raise capital has generally existed for us despite economic weakness and uncertainty. While modest fluctuations in the cost of capital will not likely impact our current operational plans, significant fluctuations could have a material adverse effect on our business, results of operations and financial condition.
Debt Issuances and Maturity
We repurchased or redeemed the principal balance of our 2 3/8% Convertible Notes due 2024 as of March 15, 2024, the instrument’s maturity date.
Our 5 7/8% Senior Notes due 2024 with remaining balance of approximately $1.983 billion mature on November 15, 2024. We expect to fund this obligation from our current restricted cash and cash equivalents balances on hand.
New Accounting Pronouncements
See Note 2 in the Notes to our Condensed Consolidated Financial Statements for further information.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the nine months ended September 30, 2024. For additional information, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk in Part II of our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4. CONTROLS AND PROCEDURES
Conclusion regarding disclosure controls and procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in internal control over financial reporting
There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
See Note 10 “Commitments and Contingencies – Contingencies – Litigation” in the Notes to our Condensed Consolidated Financial Statements for information regarding certain legal proceedings in which we are involved.
Item 1A. RISK FACTORS
Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2023 includes a detailed discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
Risks Relating to the DIRECTV Transaction
Termination of the Purchase Agreement or failure to otherwise complete the DIRECTV Transaction could have a material adverse impact on our business, financial condition and results of operations.
Termination of the Purchase Agreement or any failure to otherwise complete the DIRECTV Transaction may result in various adverse consequences, including:
| • | our not being able to realize the anticipated benefits of the DIRECTV Transaction; |
| • | negative reactions from the financial markets, respective customers and other stakeholders possibly related to the above. |
If any of the foregoing consequences were to occur as a result of termination of the Purchase Agreement, it could have a material adverse impact on our business, financial condition and results of operations.
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The timing of the completion of the DIRECTV Transaction is not certain, and is subject to certain conditions, some of which we cannot control, which could result in the DIRECTV Transaction not being completed or being completed later than we expect, which could have a material adverse impact on our costs and revenues or otherwise reducing the anticipated benefits of the DIRECTV Transaction.
Pursuant to the Purchase Agreement, the completion of the DIRECTV Transaction is subject to certain closing conditions, including, for example, the satisfaction of certain antitrust and other regulatory approvals and the successful exchange of DISH DBS Notes, none of which have been satisfied, and the absence of legal restraints prohibiting the completion of the DIRECTV Transaction. Governmental agencies may not approve the DIRECTV Transaction or may impose conditions to any such approval or require changes to the terms of the DIRECTV Transaction. Any such conditions or changes could have the effect of delaying completion of the DIRECTV Transaction, imposing costs on or limiting our revenues or otherwise reducing the anticipated benefits of the DIRECTV Transaction. Furthermore, under the Purchase Agreement, each party’s obligation to consummate the DIRECTV Transaction is also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party’s covenants under the Purchase Agreement, including, with respect to us, certain covenants regarding the operation of our business prior to completion of the DIRECTV Transaction. As a result of these conditions, we cannot provide assurance that the DIRECTV Transaction will be completed on the terms or timeline currently contemplated, or at all. If such conditions are not fulfilled by the Outside Date or, if for any other reason, the DIRECTV Transaction is not completed on or prior to the Outside Date (as defined in the Purchase Agreement), the Purchase Agreement may be terminated and the DIRECTV Transaction may not be completed.
There is no assurance that we will be able to obtain the required governmental and regulatory approvals to complete the DIRECTV Transaction, which, if delayed or not granted, is likely to delay or jeopardize the DIRECTV Transaction.
The DIRECTV Transaction is conditioned on the expiration or termination of the applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, approval from the U.S. Federal Communications Commission (“FCC”) and possibly the consent of certain other merger control authorities and other governmental entities as set forth in the Purchase Agreement (collectively, “Regulatory Approval”). These governmental and regulatory agencies have broad discretion in administering the applicable governing regulations. As a condition to their approval of the transactions contemplated by the Purchase Agreement, those agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of our business. The required approvals may not be obtained or the required conditions to the DIRECTV Transaction may not be satisfied, or, even if the required approvals are obtained and the conditions to the completion of the DIRECTV Transaction are satisfied, the terms, conditions and timing of such approvals are uncertain. Any delay in completing the DIRECTV Transaction could have a material adverse impact on our business, financial condition and results of operations.
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The DIRECTV Transaction is conditioned on the consummation of a pre-closing reorganization, which requires the completion of transfers of certain assets and liabilities between us and certain of our affiliates, which transfers may require consents from or approval of third parties.
The Purchase Agreement is conditioned, among other things, upon the consummation of a pre-closing reorganization, which requires, among other things, that certain contracts and other assets, rights and liabilities are to be transferred between DISH DBS and certain of its affiliates in connection with the DIRECTV Transaction, as further described in the Purchase Agreement. The transfer of certain of these contracts and other assets, rights and liabilities may require consents or approvals of third parties or provide other rights to third parties.
Some parties may use consent requirements or other rights to terminate contracts or obtain more favorable contractual terms from us, which, for example, could take the form of price increases for services or assets that we require, forcing us and/or our affiliates to either expend additional resources in order to obtain the services or assets previously provided under the contracts or to make arrangements with new third parties. If we do not obtain required consents or approvals, the DIRECTV Transaction may not be completed, or, if completed, we may not be reflective of the currently intended DIRECTV Transaction and we may be required to seek alternative arrangements, which may not come on a timely basis or at all, or be more costly and/or of lower quality.
The termination, modification, replacement or replication of these contracts or permits or the failure to timely complete the transfer or assignment of these contracts could have a material adverse impact on our business, financial condition and results of operations and on the prospects for completion of the DIRECTV Transaction.
We have and continue to incur substantial transaction-related costs in connection with the DIRECTV Transaction. If the DIRECTV Transaction does not occur, we will not benefit from these transaction related costs.
We have incurred and will continue to incur a number of non-recurring costs associated with the completion of the DIRECTV Transaction and the satisfaction of the related closing conditions, which could be substantial. Nonrecurring transaction costs may include, but are not limited to, fees paid to legal, financial, consulting, investment banking and accounting advisors and costs incurred in connection with obtaining required consents or approvals from governmental authorities or contract counterparties. Such costs may be material and could have a material adverse impact on our business, financial condition and results of operations. Furthermore, if the DIRECTV Transaction does not occur in a timely manner or at all, we may not be able to derive any benefit from such costs.
The announcement and pendency of the DIRECTV Transaction could have a material adverse impact on our business, financial condition and results of operations.
The announcement and pendency of the DIRECTV Transaction could cause disruptions in and create uncertainty surrounding our business, including affecting our relationships with respective existing and future customers, suppliers, vendors and employees, which could have a material adverse impact on our business, financial condition and results of operations, regardless of whether the DIRECTV Transaction is completed. In particular, we could potentially lose customers, suppliers or vendors, and new contracts with any of these third parties could be delayed, increased or decreased, and we may lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the DIRECTV Transaction.
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Additionally, uncertainty about the completion and effect of the DIRECTV Transaction on our business, financial condition and results of operations may impair our ability to attract, retain and motivate personnel until the DIRECTV Transaction is completed. Employee retention may be particularly challenging during the pendency of the DIRECTV Transaction, as employees may feel uncertain about their future roles within each company after the completion of the DIRECTV Transaction. If such employees depart because of issues relating to the uncertainty relating to the DIRECTV Transaction or a desire not to continue to be employees of ours or DTV after the completion of the DIRECTV Transaction, this could have a material adverse impact on our business, financial condition and results of operations.
In addition, we have expended, and continue to expend, significant management resources in an effort to complete the DIRECTV Transaction, which are being diverted from our day-to-day operations and future growth plans. In addition, the failure to complete the DIRECTV Transaction may result in negative publicity and/or a negative impression of us in the investment community and may affect our relationship with employees, customers and other partners in the business community.
As a public company listed on a stock exchange, we may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the DIRECTV Transaction from being completed.
Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into business combinations or merger agreements or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment in connection with such a suit could result in monetary damages, which could also have a material adverse impact on DISH DBS’s or our business, financial condition and results of operations. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the DIRECTV Transaction, then that injunction may delay or prevent the DIRECTV Transaction from being completed within the expected timeframe or at all, which could have a material adverse impact on our business, financial conditions and results of operations.
The Purchase Agreement subjects us to restrictions on our business activities prior to the completion of the DIRECTV Transaction.
The Purchase Agreement subjects us and our subsidiaries, particularly DISH DBS, to restrictions on our business activities prior to the completion of the DIRECTV Transaction. The Purchase Agreement obligates us generally to, among other things, operate our Pay-TV business in the ordinary course until the completion of the DIRECTV Transaction and to use our commercially reasonable efforts to preserve a substantially intact business organizations, operations and goodwill of the business and maintain in all material respects commercial relationships.
These restrictions on our business activities may adversely affect our ability to execute certain business strategies outside of the ordinary course of business, including paying dividends or making distributions, pursuing attractive business opportunities, making certain investments or acquisitions, hiring or terminating certain employees, selling, leasing, or licensing material real property, settling litigation matters, entering into certain material contracts, selling assets, engaging in capital expenditures, incurring indebtedness or making changes to its business. Such limitations could have a material adverse impact on our business, financial condition and results of operations prior to the completion of the DIRECTV Transaction.
The risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the DIRECTV Transaction. For additional information, see the complete set of terms and conditions of the DIRECTV Transaction included in the Purchase Agreement.
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The Purchase Agreement also obligates us to, among other things, incur certain costs, make substantial investments in the Pay-TV business and take other actions, that absent the Purchase Agreement, we may or may not have taken. Absent certain exemptions in the Purchase Agreement, we are obligated to take such actions regardless if the DIRECTV Transaction is completed. These actions may be different than the historical manner in which we ran the business.
As a holding company, we are dependent on the operations and funds of our subsidiaries.
We are a holding company with no business operations of our own. Our only significant assets are the outstanding equity interests in our subsidiaries. As a result, we rely on cash flows from subsidiaries to meet our obligations, including to service any of our debt obligations. On September 30, 2024, we announced a sale of our Pay-TV business, from which we derive a substantial portion of our cash flow. With the sale of that business, and the interim operating covenants that restrict our access to that cash, we will be required to, among other things, sell our Pay-TV business and transfer at least $400 million of cash (subject to certain upward adjustments) to DTV upon closing of the DIRECTV Transaction and we are prevented from declaring any dividend or otherwise permitting any leakage in excess of $1.520 billion (subject to certain adjustments set forth in the Purchase Agreement, including transaction expenses and certain accrued interest adjustments and adjustments tied to certain key performance indicators) between the signing and closing of the DIRECTV Transaction.
As a result, our ability to fund our Wireless and Broadband Satellite Services business will be limited to by our cash flow from operations and ability to generate capital from our other businesses.
The market price for shares of our Class A Common Stock after the completion of the DIRECTV Transaction may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of our Class A Common Stock.
Upon consummation of the DIRECTV Transaction, we will no longer own the Pay-TV business, but will continue to operate our Wireless and Broadband Satellite Services businesses. Accordingly, after the consummation of the DIRECTV Transaction, our results of operations may be affected by some factors that are different from those currently or historically affecting our results of operations.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Exchange Offer
On March 4, 2024, we commenced a tender offer to eligible employees (which excludes our co-founders and the non-executive/non-employee members of our Board of Directors) to exchange eligible stock options (which excludes the Ergen 2020 Performance Award) for new options as detailed in our Schedule TO filed March 4, 2024 with the Securities and Exchange Commission (the “Exchange Offer”), to, among other things, further align employee incentives with the current market. The Exchange Offer expired on April 1, 2024 and we accepted for exchange approximately 7 million stock options. As a result of the Exchange Offer, during the second quarter of 2024, the exercise price of approximately 6 million new stock options, affecting approximately 1,000 eligible employees, was adjusted to $14.04.
The new stock options were offered in reliance of the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. For details on the terms of the new options, see Item 4 of our Schedule TO Tender Offer Statement dated March 4, 2024 and filed with the SEC on March 4, 2024.
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Subscription Agreements
On September 30, 2024, we entered into subscription agreements with certain accredited investors and CONX (the “PIPE Investors” and the subscription agreements, the “Subscription Agreements”), pursuant to which the PIPE Investors have agreed to purchase an aggregate of 14.265 million shares (the “PIPE Shares”) of our Class A Common Stock at a purchase price of $28.04 per share, for an aggregate cash purchase price of approximately $400 million (such investment, the “PIPE Investment”). The portion of the PIPE Investment represented by the CONX Subscription Agreement represents an agreement to purchase from us an aggregate of 1.551 million shares of our Class A Common Stock for an aggregate cash purchase price of approximately $43.5 million. The PIPE Investment is conditioned on and expected to close concurrently with the closing of the EchoStar Notes and new 10 3/4% Senior Secured Notes due 2029, subject to the terms and conditions set forth in the Subscription Agreements. With the expiration and closing of the EchoStar Exchange Offers on November 8, 2024, the PIPE Shares will be issued and settlement will occur on November 12, 2024.
The PIPE Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. We relied on this exemption from registration based in part on representations made by the PIPE Investors.
Stock Repurchase Program
The following table provides information regarding repurchases of our Class A common stock from July 1, 2024 through September 30, 2024:
Total Number of | Maximum Approximate | |||||||||
Total | Shares Purchased | Dollar Value of Shares | ||||||||
Number of | Average | as Part of Publicly | that May Yet be | |||||||
Shares | Price Paid | Announced | Purchased Under the | |||||||
Period |
| Purchased |
| per Share |
| Programs |
| Programs (1) | ||
(In thousands, except share data) | ||||||||||
July 1, 2024 - July 31, 2024 | — | $ | — | — | $ | 1,000,000 | ||||
August 1, 2024 - August 31, 2024 | — | $ | — | — | $ | 1,000,000 | ||||
September 1, 2024 - September 30, 2024 | — | $ | — | — | $ | 1,000,000 | ||||
Total | — | $ | — | — | $ | 1,000,000 | ||||
| (1) | On October 25, 2024, our Board of Directors authorized stock repurchases of up to $1.0 billion of our outstanding Class A common stock through and including December 31, 2025. Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors. We may elect not to purchase the maximum amount of shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors. |
Item 5. OTHER INFORMATION
10b5-1 Trading Arrangements
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Item 6. EXHIBITS
| (a) | Exhibits. |
2.1* | |||
10.1* | |||
10.2* | |||
10.3* | |||
10.4* | |||
31.1◻ | |||
31.2◻ | |||
32.1◻ | |||
32.2◻ | |||
101◻ | The following materials from the Quarterly Report on Form 10-Q of EchoStar Corporation for the quarter ended September 30, 2024 filed on November 12, 2024 formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows and (v) related notes to these financial statements. | ||
104◻ | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | ||
☐ | Filed herewith. |
* | Incorporated by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ECHOSTAR CORPORATION | |||||
By: | /s/ Hamid Akhavan | ||||
Hamid Akhavan | |||||
President and Chief Executive Officer and Director (Principal Executive Officer) | |||||
By: | /s/ Paul W. Orban | ||||
Paul W. Orban | |||||
Executive Vice President and Chief Financial Officer, DISH (Principal Financial Officer and Principal Accounting Officer) | |||||
Date: November 12, 2024 | |||||
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