Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ David J. Rayner | |
| David J. Rayner | ||
| Executive Vice President, | ||
| Chief Financial Officer, | ||
| Chief Operating Officer, and | ||
| Treasurer |
Date: February 22, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Michael T. Dugan | Chief Executive Officer, President and Director | February 22, 2018 | ||
| Michael T. Dugan | (Principal Executive Officer) | |||
| /s/ David J. Rayner | Executive Vice President, Chief Financial Officer, | |||
| David J. Rayner | Chief Operating Officer and Treasurer | February 22, 2018 | ||
| (Principal Financial and Accounting Officer) | ||||
| * | Chairman | February 22, 2018 | ||
| Charles W. Ergen | ||||
| * | Director | February 22, 2018 | ||
| R. Stanton Dodge | ||||
| * | Director | February 22, 2018 | ||
| Anthony M. Federico | ||||
| * | Director | February 22, 2018 | ||
| Pradman P. Kaul | ||||
| * | Director | February 22, 2018 | ||
| Tom A. Ortolf | ||||
| * | Director | February 22, 2018 | ||
| C. Michael Schroeder | ||||
| * | Director | February 22, 2018 | ||
| William David Wade |
| * By: | /s/ Dean A. Manson | ||
| Dean A. Manson | |||
| Attorney-in-Fact |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements:
F-1
Report of Independent Registered Public Accounting Firm
To the stockholders and board of directors
EchoStar Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of EchoStar Corporation and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedule II listed in Item 15, collectively, the “consolidated financial statements.” We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for excess tax benefits and deficiencies related to share-based payment awards in 2017 due to the adoption of Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting.
Basis for Opinion
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
F-2
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ KPMG LLP |
We have served as the Company’s auditor since 2007.
| Denver, Colorado | |
| February 22, 2018 |
F-3
ECHOSTAR CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
| As of December 31, | ||||||||
| 2017 | 2016 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 2,431,456 | $ | 2,570,365 | ||||
| Marketable investment securities, at fair value | 814,161 | 522,516 | ||||||
| Trade accounts receivable, net of allowance for doubtful accounts of $12,027 and $12,956, respectively | 196,840 | 182,527 | ||||||
| Trade accounts receivable - DISH Network, net of allowance for doubtful accounts of zero | 43,295 | 19,417 | ||||||
| Inventory | 83,595 | 62,620 | ||||||
| Prepaids and deposits | 54,533 | 43,456 | ||||||
| Other current assets | 91,574 | 10,862 | ||||||
| Current assets of discontinued operations | 97 | 311,524 | ||||||
| Total current assets | 3,715,551 | 3,723,287 | ||||||
| Noncurrent Assets: | ||||||||
| Property and equipment, net of accumulated depreciation of $2,661,129 and $2,598,492, respectively | 3,465,471 | 3,398,195 | ||||||
| Regulatory authorizations, net | 536,936 | 544,633 | ||||||
| Goodwill | 504,173 | 504,173 | ||||||
| Other intangible assets, net | 58,955 | 80,734 | ||||||
| Investments in unconsolidated entities | 161,427 | 171,016 | ||||||
| Other receivable - DISH Network | 92,687 | 90,586 | ||||||
| Other noncurrent assets, net | 214,814 | 179,311 | ||||||
| Noncurrent assets of discontinued operations | — | 316,924 | ||||||
| Total noncurrent assets | 5,034,463 | 5,285,572 | ||||||
| Total assets | $ | 8,750,014 | $ | 9,008,859 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities: | ||||||||
| Trade accounts payable | $ | 108,406 | $ | 170,297 | ||||
| Trade accounts payable - DISH Network | 4,753 | 1,072 | ||||||
| Current portion of long-term debt and capital lease obligations | 40,631 | 32,984 | ||||||
| Deferred revenue and prepayments | 65,959 | 59,989 | ||||||
| Accrued interest | 47,616 | 46,487 | ||||||
| Accrued compensation | 47,756 | 53,454 | ||||||
| Accrued expenses and other | 98,227 | 95,726 | ||||||
| Current liabilities of discontinued operations | 542 | 71,429 | ||||||
| Total current liabilities | 413,890 | 531,438 | ||||||
| Noncurrent Liabilities: | ||||||||
| Long-term debt and capital lease obligations, net of unamortized debt issuance costs | 3,594,213 | 3,622,463 | ||||||
| Deferred tax liabilities, net | 436,023 | 746,667 | ||||||
| Other noncurrent liabilities | 128,503 | 90,785 | ||||||
| Noncurrent liabilities of discontinued operations | — | 10,701 | ||||||
| Total noncurrent liabilities | 4,158,739 | 4,470,616 | ||||||
| Total liabilities | 4,572,629 | 5,002,054 | ||||||
| Commitments and Contingencies (Note 16) | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred stock, $.001 par value, 20,000,000 shares authorized: | ||||||||
| Hughes Retail Preferred Tracking Stock, $.001 par value, zero authorized, issued and outstanding at December 31, 2017 and 13,000,000 shares authorized and 6,290,499 issued and outstanding at December 31, 2016 | — | 6 | ||||||
| Common stock, $.001 par value, 4,000,000,000 shares authorized: | ||||||||
| Class A common stock, $.001 par value, 1,600,000,000 shares authorized, 53,663,859 shares issued and 48,131,541 shares outstanding at December 31, 2017 and 52,243,465 shares issued and 46,711,147 shares outstanding at December 31, 2016 | 54 | 52 | ||||||
| Class B convertible common stock, $.001 par value, 800,000,000 shares authorized, 47,687,039 shares issued and outstanding at each of December 31, 2017 and 2016 | 48 | 48 | ||||||
| Class C convertible common stock, $.001 par value, 800,000,000 shares authorized, none issued and outstanding at each of December 31, 2017 and 2016 | — | — | ||||||
| Class D common stock, $.001 par value, 800,000,000 shares authorized, none issued and outstanding at each of December 31, 2017 and 2016 | — | — | ||||||
| Additional paid-in capital | 3,669,461 | 3,828,677 | ||||||
| Accumulated other comprehensive loss | (130,154 | ) | (124,803 | ) | ||||
| Accumulated earnings | 721,316 | 314,247 | ||||||
| Treasury stock, at cost | (98,162 | ) | (98,162 | ) | ||||
| Total EchoStar stockholders’ equity | 4,162,563 | 3,920,065 | ||||||
| Noncontrolling interest in HSS Tracking Stock | — | 73,910 | ||||||
| Other noncontrolling interests | 14,822 | 12,830 | ||||||
| Total stockholders’ equity | 4,177,385 | 4,006,805 | ||||||
| Total liabilities and stockholders’ equity | $ | 8,750,014 | $ | 9,008,859 |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
ECHOSTAR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| Revenue: | ||||||||||||
| Services and other revenue - other | $ | 1,200,321 | $ | 1,100,828 | $ | 1,093,674 | ||||||
| Services and other revenue - DISH Network | 445,698 | 463,442 | 532,162 | |||||||||
| Equipment revenue - other | 239,199 | 237,356 | 212,269 | |||||||||
| Equipment revenue - DISH Network | 290 | 8,840 | 10,752 | |||||||||
| Total revenue | 1,885,508 | 1,810,466 | 1,848,857 | |||||||||
| Costs and Expenses: | ||||||||||||
| Cost of sales - services and other (exclusive of depreciation and amortization) | 546,327 | 521,220 | 574,400 | |||||||||
| Cost of sales - equipment (exclusive of depreciation and amortization) | 212,170 | 203,965 | 195,360 | |||||||||
| Selling, general and administrative expenses | 366,007 | 325,044 | 318,136 | |||||||||
| Research and development expenses | 31,745 | 31,170 | 26,377 | |||||||||
| Depreciation and amortization | 522,190 | 432,904 | 460,819 | |||||||||
| Impairment of long-lived assets | 10,762 | — | — | |||||||||
| Total costs and expenses | 1,689,201 | 1,514,303 | 1,575,092 | |||||||||
| Operating income | 196,307 | 296,163 | 273,765 | |||||||||
| Other Income (Expense): | ||||||||||||
| Interest income | 44,619 | 21,244 | 10,388 | |||||||||
| Interest expense, net of amounts capitalized | (217,240 | ) | (123,481 | ) | (121,995 | ) | ||||||
| Gains (losses) on investments, net | 56,751 | 9,767 | (6,443 | ) | ||||||||
| Other-than-temporary impairment loss on available-for-sale securities | (3,298 | ) | — | (11,226 | ) | |||||||
| Equity in earnings (losses) of unconsolidated affiliates, net | 16,973 | 10,802 | (2,477 | ) | ||||||||
| Other, net | 6,582 | 2,131 | (2,685 | ) | ||||||||
| Total other expense, net | (95,613 | ) | (79,537 | ) | (134,438 | ) | ||||||
| Income from continuing operations before income taxes | 100,694 | 216,626 | 139,327 | |||||||||
| Income tax benefit (provision), net | 284,286 | (80,254 | ) | (51,235 | ) | |||||||
| Net income from continuing operations | 384,980 | 136,372 | 88,092 | |||||||||
| Net income from discontinued operations | 8,509 | 44,320 | 61,279 | |||||||||
| Net income | 393,489 | 180,692 | 149,371 | |||||||||
| Less: Net loss attributable to noncontrolling interest in HSS Tracking Stock | (655 | ) | (944 | ) | (5,603 | ) | ||||||
| Less: Net income attributable to other noncontrolling interests | 1,583 | 1,706 | 1,617 | |||||||||
| Net income attributable to EchoStar | 392,561 | 179,930 | 153,357 | |||||||||
| Less: Net loss attributable to Hughes Retail Preferred Tracking Stock | (1,209 | ) | (1,743 | ) | (10,343 | ) | ||||||
| Net income attributable to EchoStar common stock | $ | 393,770 | $ | 181,673 | $ | 163,700 | ||||||
| Amounts attributable to EchoStar common stock: | ||||||||||||
| Net income from continuing operations | $ | 385,261 | $ | 137,353 | $ | 102,421 | ||||||
| Net income from discontinued operations | 8,509 | 44,320 | 61,279 | |||||||||
| Net income attributable to EchoStar common stock | $ | 393,770 | $ | 181,673 | $ | 163,700 | ||||||
| Weighted-average common shares outstanding - Class A and B common stock: | ||||||||||||
| Basic | 95,425 | 93,795 | 92,397 | |||||||||
| Diluted | 96,741 | 94,410 | 93,466 | |||||||||
| Earnings per share - Class A and B common stock: | ||||||||||||
| Basic: | ||||||||||||
| Continuing operations | $ | 4.04 | $ | 1.46 | $ | 1.11 | ||||||
| Discontinued operations | 0.09 | 0.48 | 0.66 | |||||||||
| Total basic earnings per share | $ | 4.13 | $ | 1.94 | $ | 1.77 | ||||||
| Diluted: | ||||||||||||
| Continuing operations | $ | 3.98 | $ | 1.45 | $ | 1.10 | ||||||
| Discontinued operations | 0.09 | 0.47 | 0.65 | |||||||||
| Total diluted earnings per share | $ | 4.07 | $ | 1.92 | $ | 1.75 |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
ECHOSTAR CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except per share amounts)
| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| Comprehensive Income: | ||||||||||||
| Net income | $ | 393,489 | $ | 180,692 | $ | 149,371 | ||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||
| Foreign currency translation adjustments | 16,413 | (11,315 | ) | (62,731 | ) | |||||||
| Recognition of foreign currency translation loss in net income | — | — | 1,889 | |||||||||
| Unrealized gains (losses) on available-for-sale securities and other | (21,895 | ) | 9,149 | (12,046 | ) | |||||||
| Recognition of realized gains on available-for-sale securities in net income | (2,758 | ) | (5,590 | ) | (35 | ) | ||||||
| Recognition of other-than-temporary impairment loss on available-for-sale securities in net income | 3,298 | — | 11,226 | |||||||||
| Total other comprehensive loss, net of tax | (4,942 | ) | (7,756 | ) | (61,697 | ) | ||||||
| Comprehensive income | 388,547 | 172,936 | 87,674 | |||||||||
| Less: Comprehensive loss attributable to noncontrolling interest in HSS Tracking Stock | (655 | ) | (944 | ) | (5,603 | ) | ||||||
| Less: Comprehensive income attributable to other noncontrolling interests | 1,992 | 1,520 | 1,297 | |||||||||
| Comprehensive income attributable to EchoStar | $ | 387,210 | $ | 172,360 | $ | 91,980 |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
ECHOSTAR CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands)
| Class A and B Common Stock | Hughes Retail Preferred Tracking Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Deficit) | Treasury Stock | Noncontrolling Interest in HSS Tracking Stock | Other Noncontrolling Interests | Total | ||||||||||||||||||||||||||||
| Balance, January 1, 2015 | $ | 98 | $ | 6 | $ | 3,706,122 | $ | (55,856 | ) | $ | (19,040 | ) | $ | (98,162 | ) | $ | 80,457 | $ | 10,013 | $ | 3,623,638 | |||||||||||||||
| Issuances of Class A common stock: | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 1 | — | 24,840 | — | — | — | — | — | 24,841 | |||||||||||||||||||||||||||
| Employee benefits | — | — | 10,711 | — | — | — | — | — | 10,711 | |||||||||||||||||||||||||||
| Employee Stock Purchase Plan | — | — | 13,888 | — | — | — | — | — | 13,888 | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | 21,839 | — | — | — | — | — | 21,839 | |||||||||||||||||||||||||||
| Excess tax benefit from stock option exercises | — | — | 3,929 | — | — | — | — | — | 3,929 | |||||||||||||||||||||||||||
| R&D tax credits utilized by DISH Network | — | — | (3,048 | ) | — | — | — | — | — | (3,048 | ) | |||||||||||||||||||||||||
| Other, net | — | — | (1,830 | ) | 76 | — | — | — | — | (1,754 | ) | |||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 153,357 | — | (5,603 | ) | 1,617 | 149,371 | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | (60,522 | ) | — | — | — | (320 | ) | (60,842 | ) | ||||||||||||||||||||||||
| Unrealized losses and impairment on available-for-sale securities, net | — | — | — | (931 | ) | — | — | — | — | (931 | ) | |||||||||||||||||||||||||
| Balance, December 31, 2015 | 99 | 6 | 3,776,451 | (117,233 | ) | 134,317 | (98,162 | ) | 74,854 | 11,310 | 3,781,642 | |||||||||||||||||||||||||
| Issuances of Class A common stock: | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 1 | — | 13,065 | — | — | — | — | — | 13,066 | |||||||||||||||||||||||||||
| Employee benefits | — | — | 11,126 | — | — | — | — | — | 11,126 | |||||||||||||||||||||||||||
| Employee Stock Purchase Plan | — | — | 14,367 | — | — | — | — | — | 14,367 | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | 15,234 | — | — | — | — | — | 15,234 | |||||||||||||||||||||||||||
| Excess tax benefit from stock option exercises | — | — | 848 | — | — | — | — | — | 848 | |||||||||||||||||||||||||||
| R&D tax credits utilized by DISH Network | — | — | (1,600 | ) | — | — | — | — | — | (1,600 | ) | |||||||||||||||||||||||||
| Other, net | — | — | (814 | ) | (64 | ) | — | — | — | — | (878 | ) | ||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 179,930 | — | (944 | ) | 1,706 | 180,692 | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | (11,129 | ) | — | — | — | (186 | ) | (11,315 | ) | ||||||||||||||||||||||||
| Unrealized gains on available-for-sale securities, net | — | — | — | 3,623 | — | — | — | — | 3,623 | |||||||||||||||||||||||||||
| Balance, December 31, 2016 | 100 | 6 | 3,828,677 | (124,803 | ) | 314,247 | (98,162 | ) | 73,910 | 12,830 | 4,006,805 | |||||||||||||||||||||||||
| Issuances of Class A common stock: | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 2 | — | 36,503 | — | — | — | — | — | 36,505 | |||||||||||||||||||||||||||
| Employee benefits | — | — | 11,200 | — | — | — | — | — | 11,200 | |||||||||||||||||||||||||||
| Employee Stock Purchase Plan | — | — | 8,758 | — | — | — | — | — | 8,758 | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | 10,103 | — | — | — | — | — | 10,103 | |||||||||||||||||||||||||||
| R&D tax credits utilized by DISH Network | — | — | 1,624 | — | — | — | — | — | 1,624 | |||||||||||||||||||||||||||
| Cumulative effect of adoption of ASU 2016-09 as of January 1, 2017 | — | — | — | — | 14,508 | — | — | — | 14,508 | |||||||||||||||||||||||||||
| Reacquisition and retirement of Tracking Stock pursuant to Share Exchange Agreement | — | (6 | ) | (227,278 | ) | — | — | — | (73,255 | ) | — | (300,539 | ) | |||||||||||||||||||||||
| Other, net | — | — | (126 | ) | 92 | — | — | — | — | (34 | ) | |||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 392,561 | — | (655 | ) | 1,583 | 393,489 | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | 16,004 | — | — | — | 409 | 16,413 | |||||||||||||||||||||||||||
| Unrealized gains and impairment on available-for-sale securities, net | — | — | — | (21,447 | ) | — | — | — | — | (21,447 | ) | |||||||||||||||||||||||||
| Balance, December 31, 2017 | $ | 102 | $ | — | $ | 3,669,461 | $ | (130,154 | ) | $ | 721,316 | $ | (98,162 | ) | $ | — | $ | 14,822 | $ | 4,177,385 |
The accompanying notes are an integral part of these consolidated financial statements.
F-7
ECHOSTAR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| Cash Flows from Operating Activities: | ||||||||||||
| Net income | $ | 393,489 | $ | 180,692 | $ | 149,371 | ||||||
| Adjustments to reconcile net income to net cash flows from operating activities: | ||||||||||||
| Depreciation and amortization | 533,849 | 495,068 | 528,158 | |||||||||
| Impairment of long-lived assets | 10,762 | — | 2,400 | |||||||||
| Equity in earnings of unconsolidated affiliates, net | (15,814 | ) | (13,310 | ) | (1,895 | ) | ||||||
| Losses (gains) and impairment on marketable investment securities, net | (53,453 | ) | (9,767 | ) | 17,669 | |||||||
| Loss from partial redemption of debt | — | — | 5,044 | |||||||||
| Stock-based compensation | 10,103 | 15,234 | 21,839 | |||||||||
| Deferred tax provision (benefit) | (288,577 | ) | 98,148 | 56,132 | ||||||||
| Dividends received from unconsolidated entities | 19,000 | 15,000 | 5,000 | |||||||||
| Proceeds from sale of trading securities | 8,922 | 7,140 | 380 | |||||||||
| Changes in current assets and current liabilities, net: | ||||||||||||
| Trade accounts receivable, net | 421 | (26,942 | ) | (38,452 | ) | |||||||
| Trade accounts receivable - DISH Network | 235,227 | (1,456 | ) | (25,490 | ) | |||||||
| Inventory | (19,291 | ) | (4,814 | ) | (4,906 | ) | ||||||
| Other current assets | (15,352 | ) | 2,263 | 6,499 | ||||||||
| Trade accounts payable | (78,419 | ) | (24,571 | ) | 37,228 | |||||||
| Trade accounts payable - DISH Network | 731 | (19,650 | ) | (7,792 | ) | |||||||
| Accrued expenses and other | 11,993 | 55,998 | 1,477 | |||||||||
| Changes in noncurrent assets and noncurrent liabilities, net | (36,975 | ) | 9,459 | 1,616 | ||||||||
| Other, net | 10,276 | 24,851 | 22,173 | |||||||||
| Net cash flows from operating activities | 726,892 | 803,343 | 776,451 | |||||||||
| Cash Flows from Investing Activities: | ||||||||||||
| Purchases of marketable investment securities | (855,717 | ) | (921,247 | ) | (536,430 | ) | ||||||
| Sales and maturities of marketable investment securities | 578,051 | 1,001,166 | 1,057,034 | |||||||||
| Expenditures for property and equipment | (583,211 | ) | (722,341 | ) | (809,270 | ) | ||||||
| Refunds and other receipts related to capital expenditures | 4,311 | 24,087 | 105,750 | |||||||||
| Sale of investment in unconsolidated entity | 17,781 | — | — | |||||||||
| Investments in unconsolidated entities | — | (1,636 | ) | (64,655 | ) | |||||||
| Expenditures for externally marketed software | (31,331 | ) | (23,252 | ) | (22,327 | ) | ||||||
| Other, net | 2,114 | 10,956 | (5,413 | ) | ||||||||
| Net cash flows from investing activities | (868,002 | ) | (632,267 | ) | (275,311 | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||||||
| Proceeds from issuance of long-term debt | — | 1,500,000 | — | |||||||||
| Payments of debt issuance costs | (414 | ) | (7,097 | ) | — | |||||||
| Repayment of 6 1/2% Senior Secured Notes Due 2019 and related premium | — | — | (113,300 | ) | ||||||||
| Repayment of debt and capital lease obligations | (37,670 | ) | (40,364 | ) | (44,804 | ) | ||||||
| Net proceeds from Class A common stock options exercised | 35,536 | 13,065 | 24,841 | |||||||||
| Net proceeds from Class A common stock issued under the Employee Stock Purchase Plan | 8,758 | 14,367 | 13,888 | |||||||||
| Cash exchanged for Tracking Stock | (651 | ) | — | — | ||||||||
| Other, net | (5,487 | ) | (4,282 | ) | (882 | ) | ||||||
| Net cash flows from financing activities | 72 | 1,475,689 | (120,257 | ) | ||||||||
| Effect of exchange rates on cash and cash equivalents | 1,351 | 138 | (5,696 | ) | ||||||||
| Net increase (decrease) in cash and cash equivalents | (139,687 | ) | 1,646,903 | 375,187 | ||||||||
| Cash and cash equivalents, beginning of period | 2,571,143 | 924,240 | 549,053 | |||||||||
| Cash and cash equivalents, end of period | $ | 2,431,456 | $ | 2,571,143 | $ | 924,240 | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||
| Cash paid for interest (including capitalized interest) | $ | 259,632 | $ | 172,707 | $ | 179,114 | ||||||
| Capitalized interest | $ | 52,015 | $ | 94,395 | $ | 63,808 | ||||||
| Cash paid for income taxes | $ | 11,033 | $ | 11,700 | $ | 6,394 | ||||||
| Employee benefits paid in Class A common stock | $ | 11,200 | $ | 11,126 | $ | 10,711 | ||||||
| Property and equipment financed under capital lease obligations | $ | 8,484 | $ | 7,652 | $ | 8,604 | ||||||
| Increase (decrease) in capital expenditures included in accounts payable, net | $ | (3,831 | ) | $ | 3,054 | $ | (7,123 | ) | ||||
| Transfer of EchoStar 105/SES-11 payloads to SES in exchange for receivable | $ | 77,524 | $ | — | $ | — | ||||||
| Capitalized in-orbit incentive obligations | $ | 43,890 | $ | — | $ | — | ||||||
| Noncash net assets exchanged for Tracking Stock | $ | 299,888 | $ | — | $ | — |
The accompanying notes are an integral part of these consolidated financial statements.
F-8
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1**. Organization and Business Activities**
Principal Business
EchoStar Corporation (which, together with its subsidiaries, is referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our”) is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. We are a global provider of satellite service operations, video delivery solutions, broadband satellite technologies and broadband internet services for home and small office customers. We also deliver innovative network technologies, managed services, and various communications solutions for aeronautical, enterprise and government customers. Our Class A common stock is publicly traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SATS.”
In February 2014, EchoStar Corporation entered into agreements with certain subsidiaries of DISH Network Corporation (“DISH”) pursuant to which, effective March 1, 2014, (i) EchoStar Corporation and our subsidiary Hughes Satellite Systems Corporation (“HSS”) issued the Tracking Stock (as defined below) to subsidiaries of DISH in exchange for five satellites (EchoStar I, EchoStar VII, EchoStar X, EchoStar XI, and EchoStar XIV) (including the assumption of related in-orbit incentive obligations) and approximately $11.4 million in cash, and (ii) DISH and certain of its subsidiaries began receiving certain satellite services on these five satellites from us (the “Satellite and Tracking Stock Transaction”). The Tracking Stock tracked the economic performance of the residential retail satellite broadband business of our Hughes segment, including certain operations, assets and liabilities attributed to such business (collectively, the “Hughes Retail Group” or “HRG”), and represented an aggregate 80.0% economic interest in HRG (the Hughes Retail Preferred Tracking Stock issued by EchoStar Corporation (the “EchoStar Tracking Stock”) represented a 51.89% economic interest in HRG and the Hughes Retail Preferred Tracking Stock issued by HSS (the “HSS Tracking Stock”, together with the EchoStar Tracking Stock, the “Tracking Stock”) represented a 28.11% economic interest in the Hughes Retail Group). In addition to the remaining 20.0% economic interest in HRG, EchoStar retained all economic interest in the wholesale satellite broadband business and other businesses of EchoStar.
On January 31, 2017, EchoStar Corporation and certain of its subsidiaries entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with DISH and certain of its subsidiaries. Pursuant to the Share Exchange Agreement, on February 28, 2017, among other things, EchoStar Corporation and certain of its subsidiaries received all of the shares of the Tracking Stock in exchange for 100% of the equity interests of certain EchoStar subsidiaries that held substantially all of our EchoStar Technologies businesses and certain other assets (collectively, the “Share Exchange”). Our former EchoStar Technologies businesses designed, developed and distributed secure end-to-end video technology solutions including digital set-top boxes and related products and technology, primarily for satellite TV service providers and telecommunication companies and provided digital broadcast operations, including satellite uplinking/downlinking, transmission services, signal processing, conditional access management and other services. Following consummation of the Share Exchange, we no longer operate the EchoStar Technologies businesses, the Tracking Stock was retired and is no longer outstanding and all agreements, arrangements and policy statements with respect to the Tracking Stock terminated and are of no further effect. As a result of the Share Exchange, the consolidated financial statements of the EchoStar Technologies businesses have been presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. See Note 3 for further discussion of our discontinued operations.
We currently operate in the following two business segments:
| • | Hughes — which provides broadband satellite technologies and broadband internet services to domestic and international home and small office customers and broadband network technologies, managed services, equipment, hardware, satellite services and communication solutions to domestic and international consumers and aeronautical, enterprise and government customers. The Hughes segment also designs, provides and installs gateway and terminal equipment to customers for other satellite systems. In addition, our Hughes segment provides satellite ground segment systems and terminals to mobile system operators. |
| • | EchoStar Satellite Services (“ESS”) — which uses certain of our owned and leased in-orbit satellites and related licenses to provide satellite service operations and video delivery solutions on a full-time and occasional-use basis primarily to DISH Network Corporation and its subsidiaries (“DISH Network”), Dish Mexico, S. de R.L. de C.V., a joint venture we entered into in 2008 (“Dish Mexico”), United States (“U.S.”) government service providers, internet service providers, broadcast news organizations, programmers, and private enterprise customers. ESS also manages satellite operations for certain satellites owned by DISH Network. |
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Our operations also include various corporate departments (primarily Executive, Strategic Development, Human Resources, IT, Finance, Real Estate and Legal) as well as other activities that have not been assigned to our operating segments, including costs incurred in certain satellite development programs and other business development activities, our centralized treasury operations, and gains (losses) from certain of our investments. These activities, costs and income are accounted for in “Corporate and Other.”
In 2008, DISH Network completed its distribution to us of its digital set-top box business, certain infrastructure, and other assets and related liabilities, including certain of its satellites, uplink and satellite transmission assets, and real estate (the “Spin-off”). Since the Spin-off, EchoStar and DISH Network have operated as separate publicly-traded companies. Prior to February 28, 2017, DISH Network held the Tracking Stock discussed above. A substantial majority of the voting power of the shares of each of EchoStar Corporation and DISH Network Corporation is owned beneficially by Charles W. Ergen, our Chairman, and by certain trusts established by Mr. Ergen for the benefit of his family.
Note 2**. Summary of Significant Accounting Policies**
Principles of Consolidation and Basis of Presentation
We consolidate all entities in which we have a controlling financial interest. We are deemed to have a controlling financial interest in variable interest entities where we are the primary beneficiary. We are deemed to have a controlling financial interest in other entities when we own more than 50 percent of the outstanding voting shares and other shareholders do not have substantive rights to participate in management. For entities we control but do not wholly own, we record a noncontrolling interest within stockholders’ equity for the portion of the entity’s equity attributed to the noncontrolling ownership interests. As of December 31, 2016, noncontrolling interests consist primarily of HSS Tracking Stock owned by DISH Network, as described in Note 4 below. As a result of the Share Exchange, the noncontrolling interest in the HSS Tracking Stock was extinguished as of February 28, 2017. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheets, the reported amounts of revenue and expense for each reporting period, and certain information disclosed in the notes to our consolidated financial statements. Estimates are used in accounting for, among other things, amortization periods for deferred subscriber acquisition costs, revenue recognition using the percentage-of-completion method, allowances for doubtful accounts, allowances for sales returns and rebates, warranty obligations, self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments, fair value of stock-based compensation awards, fair value of assets and liabilities acquired in business combinations, lease classifications, asset impairment testing, useful lives and methods for depreciation and amortization of long-lived assets, and certain royalty obligations. We base our estimates and assumptions on historical experience, observable market inputs and on various other factors that we believe to be relevant under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from previously estimated amounts, and such differences may be material to our consolidated financial statements. Changing economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. We review our estimates and assumptions periodically and the effects of revisions are reflected in the period they occur or prospectively if the revised estimate affects future periods.
Foreign Currency
The functional currency for certain of our foreign operations is determined to be the local currency. Accordingly, we translate assets and liabilities of these foreign entities from their local currencies to U.S. dollars using period-end exchange rates and translate income and expense accounts at monthly average rates. The resulting translation adjustments are reported in other comprehensive income (loss) as “Foreign currency translation adjustments” in our consolidated statements of operations. Except in certain uncommon circumstances, we have not recorded deferred income taxes related to our foreign currency translation adjustments.
Gains and losses resulting from re-measurement of monetary assets and liabilities denominated in foreign currencies into the functional currency are recognized in “Other, net” in our consolidated statements of operations. We recognized net forei
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
gn currency transaction gains of $1.2 million, losses of $0.5 million and losses of $4.3 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Cash and Cash Equivalents
We consider all liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash equivalents as of December 31, 2017 and 2016 primarily consisted of commercial paper, government bonds, corporate notes, and money market funds. The amortized cost of these investments approximates their fair value.
Marketable Investment Securities
We classify our marketable investment securities as available for sale, except in instances where we have designated certain securities as trading securities. We report all marketable investment securities at fair value in our consolidated balance sheets. We recognize periodic changes in the fair value of trading securities and realized gains and losses on sale of available-for-sale securities in “Gains (losses) on marketable investment securities,” a component of net income, in our consolidated statements of operations. For available-for-sale securities, we recognize periodic changes in the difference between fair value and amortized cost in other comprehensive income (loss). Realized gains and losses upon sale of available-for-sale securities are reclassified from other comprehensive income (loss) and recognized in net income on the trade date. We use the first-in, first-out (“FIFO”) method to determine the cost basis on sales of marketable investment securities. Interest and dividend income from marketable investment securities is reported in “Interest income” and “Other, net,” respectively, in our consolidated statements of operations. Dividend income is recognized on the ex-dividend date.
We evaluate our available-for-sale securities portfolio on a quarterly basis to determine whether declines in the fair value of these securities are other than temporary. Our evaluation consists of reviewing, among other things:
| • | the fair value of each security compared to its amortized cost; |
| • | the length of time and the extent to which the fair value of a security has been lower than amortized cost; |
| • | the historical volatility of the price of each security; |
| • | any market and company-specific factors related to each security; and |
| • | our intent and ability to hold the investment to recovery. |
Where the fair value of a debt security has declined below its amortized cost, we consider the decline to be other than temporary if any of the following factors apply:
| • | we intend to sell the security, |
| • | it is more likely than not that we will be required to sell the security before maturity or recovery, or |
| • | we do not expect to recover the security’s entire amortized cost basis, even if there is no intent to sell the security. |
Declines in the fair value of available-for-sale securities that are determined to be other than temporary are reclassified from other comprehensive income (loss) and recognized in net income, thus establishing a new cost basis for the investment.
Investments in Unconsolidated Entities — Cost and Equity Method
We use the equity method to account for equity investments in entities that we do not control but have the ability to significantly influence the operating decisions of the investee. We use the cost method when we do not have the ability to significantly influence the operating decisions of the investee.
Generally, our equity investments accounted for using either the equity method or cost method are not publicly traded and it is not practicable to regularly estimate the fair value of such investments. We evaluate these equity investments on a quarterly basis to determine whether an event or changes in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. As part of our evaluation, we review available information such as business plans and current financial statements of these companies for factors that may indicate an impairment of our investments. Such factors may include, but are not limited to, unprofitable operations, negative cash flow, material litigation, violations of debt covenants, bankruptcy and changes in business strategy. When we determine that an investment is impaired, and the impairment is other
F-11
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
than temporary, we adjust the carrying amount of the investment to its estimated fair value and recognize the impairment loss in net income.
Generally, equity method investments are initially recorded at cost and subsequently adjusted for our proportionate share of the net earnings or loss of the investee, which is reported in “Equity in earnings (losses) of unconsolidated affiliates, net” in our consolidated statements of operations. The carrying amount of our investments may include a component of goodwill if the cost of our investment exceeds the fair value of the underlying identifiable assets and liabilities of the investee. Dividends received from equity method investees reduce the carrying amount of the investment. We defer, to the extent of our ownership interest in the investee, recognition of intra-entity profits on sales of equipment to the investee until the investee has charged the cost of the equipment to expense in a subsequent sale to a third party or through depreciation. In these circumstances, we report the gross amounts of revenue and cost of sales in the statement of operations and include the intra-entity profit eliminations within “Equity in earnings (losses) of unconsolidated affiliates, net.”
Accounts Receivable
We make ongoing estimates relating to the collectibility of our accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the allowance, we consider historical levels of credit losses and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations.
Inventory
Inventory is stated at the lower of cost, determined using the FIFO method, or net realizable value. Cost of inventory consists primarily of materials, direct labor and indirect overhead incurred in the procurement and manufacturing of our products. We use standard costing methodologies in determining the cost of certain of our finished goods and work-in-process inventories. We determine net realizable value using our best estimates of future use or recovery, considering the aging and composition of inventory balances, the effects of technological and/or design changes, forecasted future product demand based on firm or near-firm customer orders, and alternative means of disposition of excess or obsolete items. We recognize losses within operating income when we determine that the cost of inventory and commitments to purchase inventory exceed net realizable value.
Property and Equipment
Property and equipment is stated at cost, less accumulated depreciation. The cost of our satellites includes construction costs, including the present value of in-orbit incentives payable to the satellite manufacturer, launch costs, capitalized interest, and related insurance premiums. Depreciation is recorded on a straight-line basis over lives ranging from one to 40 years. Repair and maintenance costs are charged to expense when incurred. Costs of renewals and betterments are capitalized.
Impairment of Long-lived Assets
We review our long-lived assets for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For assets held and used in operations, the asset is not recoverable if the carrying amount of the asset exceeds its undiscounted estimated future net cash flows. When an asset is not recoverable, we adjust the carrying amount of such asset to its estimated fair value and recognize the impairment loss in net income. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value less costs to sell.
Goodwill
Goodwill represents the excess of the cost of acquired businesses over the estimated fair value assigned to the identifiable assets acquired and liabilities assumed. We do not amortize goodwill, but test goodwill for impairment annually, or more frequently if circumstances indicate impairment may exist. Our goodwill as of December 31, 2017 and 2016 is assigned to reporting units of our Hughes segment. We test such goodwill for impairment in the second fiscal quarter. The goodwill impairment test involves a comparison of the fair value of a reporting unit with its carrying amount, including goodwill. We typically estimate fair value of reporting units using discounted cash flow techniques, which includes significant assumptions about prospective financial information, terminal value and discount rates (Level 3 inputs). If the reporting unit’s carrying amount exceeds its estimated fair value, we recognize an impairment loss equal to such excess, not to exceed the carrying amount of goodwill. We may
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
bypass the quantitative goodwill impairment test if we determine, based on a qualitative assessment, that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount including goodwill.
Regulatory Authorizations and Other Intangible Assets
At acquisition and periodically thereafter, we evaluate our intangible assets to determine whether their useful lives are finite or indefinite. We consider our intangible assets to have indefinite lives when no significant legal, regulatory, contractual, competitive, economic, or other factors limit their useful lives.
Intangible assets that have finite lives are amortized over their estimated useful lives, ranging from approximately one to 30 years. When we expect to incur significant costs to renew or extend finite-lived intangible assets, we amortize the total initial and estimated renewal costs over the combined initial and expected renewal terms. In such instances, actual renewal costs are capitalized when they are incurred. We test intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, as discussed above under “Impairment of Long-lived Assets.”
We do not amortize our indefinite-lived intangible assets, but test those assets for impairment annually or more frequently if circumstances indicate that it is more likely than not that the asset may be impaired. Costs incurred to maintain or renew indefinite-lived intangible assets are expensed as incurred.
Our indefinite-lived intangible assets include Federal Communications Commission (“FCC”) authorizations and certain other contractual or regulatory rights to use spectrum at specified orbital locations (collectively “Regulatory Authorizations”). We have determined that our FCC authorizations generally have indefinite useful lives due to the following:
| • | FCC authorizations are non-depleting assets; |
| • | renewal satellite applications generally are authorized by the FCC subject to certain conditions, without substantial cost under a stable regulatory, legislative, and legal environment; |
| • | expenditures required to maintain the authorization are not significant; and |
| • | we intend to use these authorizations indefinitely. |
Our non-FCC Regulatory Authorizations consist primarily of authorizations in Europe and Brazil that we acquired in 2013 and 2012, respectively. We have determined that those Regulatory Authorizations have finite lives due to uncertainties about the ability to extend or renew their terms.
Income Taxes
We recognize a provision or benefit for income taxes currently payable or receivable and for income tax amounts deferred to future periods. Deferred tax assets and liabilities are recorded based on enacted tax laws for the estimated future tax effects of differences that exist between the financial reporting carrying amount and tax basis of assets and liabilities. Deferred tax assets are offset by valuation allowances when we determine it is more likely than not that such deferred tax assets will not be realized in the foreseeable future. We determine deferred tax assets and liabilities separately for each taxing jurisdiction and report the net amount for each jurisdiction as a noncurrent asset or liability in our consolidated balance sheets.
From time to time, we engage in transactions where the income tax consequences are uncertain. We recognize tax benefits when, in management’s judgment, a tax filing position is more likely than not to be sustained if challenged by the tax authorities. For tax positions that meet the more-likely-than-not threshold, we may not recognize a portion of a tax benefit depending on management’s assessment of how the tax position will ultimately be settled. Unrecognized tax benefits generally are netted against the deferred tax assets associated with our net operating loss carryforwards. We adjust our estimates periodically based on ongoing examinations by and settlements with various taxing authorities, as well as changes in tax laws, regulations and precedent. We classify interest and penalties, if any, associated with our unrecognized tax benefits as a component of income tax provision or benefit.
F-13
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
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 utilize the highest level of inputs available according to 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; 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 characteristics of the asset or liability that would be considered by market participants in a transaction to purchase or sell the asset or liability. |
Transfers between levels in the fair value hierarchy are considered to occur at the beginning of the quarterly accounting period. There were no transfers between levels for each of the years ended December 31, 2017 or 2016.
As of December 31, 2017 and 2016, the carrying amounts of our cash and cash equivalents, trade accounts receivable, net of allowance for doubtful accounts, accounts payable and accrued liabilities were equal to or approximated fair value due to their short-term nature or proximity to current market rates.
Fair values of our marketable investment securities are 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 a Level 1 measurement that reflects quoted prices for identical securities in active markets. Fair values of our investments in other marketable debt securities generally are based on Level 2 measurements, as the markets for such debt securities are less active. Trades of identical debt securities on or near the measurement date are considered a strong indication of fair value. Matrix pricing techniques that consider par value, coupon rate, credit quality, maturity and other relevant features also may be used to determine fair value of our investments in marketable debt securities.
Fair values for HSS’ 6 1/2% Senior Secured Notes due 2019 (the “2019 Senior Secured Notes”), 7 5/8% Senior Unsecured Notes due 2021 (the “2021 Senior Unsecured Notes”), 5.250% Senior Secured Notes due 2026 (the “2026 Senior Secured Notes”) and 6.625% Senior Unsecured Notes due 2026 (the “2026 Senior Unsecured Notes” and together with the 2026 Senior Secured Notes, the “2026 Notes”) (see Note 11) are based on quoted market prices in less active markets and are categorized as Level 2 measurements. The fair values of our other debt are Level 2 measurements and are estimated to approximate their carrying amounts based on the proximity of their interest rates to current market rates. As of December 31, 2017 and 2016, the fair values of our in-orbit incentive obligations, based on measurements categorized within Level 2 of the fair value hierarchy, approximated their carrying amounts of $112.2 million and $74.1 million, respectively. We use fair value measurements from time to time in connection with 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.
Revenue Recognition
Revenue from the sale of equipment and services generally is recognized when persuasive evidence of an arrangement exists, prices are fixed or determinable, collectibility is reasonably assured, and the goods have been delivered or services have been rendered. If any of these criteria are not met, revenue recognition is deferred until such time as all of the criteria are met. Revenue from equipment sales generally is recognized upon shipment to customers. Revenue from recurring services generally is recognized ratably over the service term. Upfront fees collected in connection with services to consumer subscribers in our Hughes segment are deferred and recognized as revenue over the estimated subscriber life. We may offer rebates to qualifying new consumer subscribers in our Hughes segment. We reduce related revenue at inception of the subscriber contract based on an estimate of the number of rebates that will be redeemed. Our estimates are based on historical experience and actual sales during the promotion. Services and other revenue includes revenue from leases of satellite capacity and equipment. We
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
typically determine based on applicable criteria that our leasing arrangements are operating leases and recognize related revenue on a straight-line basis over the lease term.
In situations where customer offerings represent an arrangement for both services and equipment, revenue elements with standalone value to the customer are separated for revenue recognition purposes based on their selling prices if sold separately. We determine selling prices under a hierarchy that considers vendor-specific objective evidence (“VSOE”), third-party evidence and estimated selling prices. Typically, we derive VSOE from service renewal rates and optional equipment prices specified in customer contracts or we estimate prices based on the gross margin that we ordinarily realize in transactions with similarly situated customers.
In addition to equipment and service offerings, our Hughes segment also enters into contracts to design, develop, and deliver complex telecommunication networks to customers in its enterprise and mobile satellite systems markets. Those contracts require significant effort to develop and construct the network over an extended time period. Revenue from such contracts is recognized using the percentage-of-completion method. Depending on the nature of the arrangement, we measure progress toward contract completion using the cost-to-cost method or the units-of-delivery method. Under the cost-to-cost method, revenue reflects the ratio of costs incurred to estimated total costs at completion multiplied by the total estimated contract revenue. Under the units-of-delivery method, revenue and related costs are recognized as products are delivered based on the expected profit for the entire agreement. Profit margins on long-term contracts are based on estimates of revenue and costs at completion. We review and revise our estimates periodically and recognize related adjustments in the period in which the revisions are made. Estimated losses on contracts are recorded in the period in which they are identified.
We report revenue net of sales taxes imposed on our goods and services in our consolidated statements of operations. Since we primarily act as an agent for the governmental authorities, the amount charged to the customer is collected and remitted directly to the appropriate jurisdictional entity.
Debt Issuance Costs
Costs of issuing debt generally are deferred and amortized utilizing the effective interest method with amortization included in “Interest expense, net of amounts capitalized” in our consolidated statements of operations. We report unamortized debt issuance costs as a reduction of the related long-term debt in our consolidated balance sheets.
Cost of Sales - Services and Equipment
Cost of sales - services primarily consists of costs of satellite capacity and services, hub infrastructure, customer care, wireline and wireless capacity, and direct labor costs associated with the services provided. Costs of sales - services generally are charged to expense as incurred. Cost of sales - equipment primarily consists of inventory costs, including freight and royalties. Cost of sales - equipment generally is recognized as products are delivered to customers and related revenue is recognized.
Research and Development
Costs incurred in research and development activities generally are expensed as incurred. A significant portion of our 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 included in cost of sales.
Cost of sales includes research and development costs incurred in connection with customers’ orders of approximately $27.9 million, $23.7 million and $19.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. In addition, we incurred other research and development expenses of approximately $31.7 million, $31.2 million and $26.4 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Subscriber Acquisition Costs
Subscriber Acquisition Costs (“SAC”) consists of costs paid to third-party dealers and customer service representative commissions on new service activations and hardware upgrades and, in certain cases, the cost of hardware and installation services provided to non-wholesale consumer customers at the inception of service or hardware upgrade. SAC is deferred when a customer enters into a service agreement and is subsequently amortized over the service agreement term in proportion to when the related service revenue is recognized. We monitor the recoverability of deferred SAC and are entitled to an early
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
termination fee if the subscriber cancels service prior to the end of the service agreement term. The recoverability of deferred SAC is reasonably assured through the monthly service fee charged to customers, our ability to recover the equipment, and/or our ability to charge an early termination fee. Deferred SAC is included in “Other noncurrent assets, net” in our consolidated balance sheets.
Capitalized Software Costs
Costs related to the procurement and development of software for internal-use and externally marketed software are capitalized and amortized using the straight-line method over the estimated useful life of the software, not in excess of five years. Capitalized costs of internal-use software are included in “Property and equipment, net” and capitalized costs of externally marketed software are included in “Other noncurrent assets, net” in our consolidated balance sheets. Externally marketed software generally is installed in the equipment we sell to customers. We conduct software program reviews for externally marketed capitalized software costs at least annually, or as events and circumstances warrant such a review, to determine if capitalized software development costs are recoverable and to ensure that costs associated with programs that are no longer generating revenue are expensed. As of December 31, 2017 and 2016, the net carrying amount of externally marketed software was $88.1 million and $76.3 million, respectively, of which $19.6 million and $50.1 million, respectively, is under development and not yet placed in service. We capitalized costs related to the development of externally marketed software of $31.3 million, $23.3 million and $22.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. We recorded amortization expense relating to the development of externally marketed software of $19.5 million, $9.7 million and $8.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. The weighted average useful life of our externally marketed software was approximately four years as of December 31, 2017.
Stock-based Compensation Expense
Stock-based compensation expense is recognized based on the fair value of stock awards ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense for awards with service conditions only is recognized on a straight-line basis over the requisite service period for the entire award. Compensation expense for awards subject to performance conditions is recognized only when satisfaction of the performance condition is probable. We adopted ASU 2016-09 prospectively as of January 1, 2017. This update requires all excess tax benefits and deficiencies to be recognized as income tax expense or benefit and permits an entity to make an entity-wide policy election to either estimate forfeitures or recognize forfeitures as they occur. Upon adoption of this standard as of January 1, 2017, we recorded a $14.5 million deferred tax asset and a corresponding credit to accumulated earnings for excess tax benefits that had not previously been recognized because the related tax deductions had not reduced taxes payable. We did not change our accounting policy to estimate forfeitures in determining compensation cost.
Advertising Costs
Advertising costs are expensed as incurred and are included in “Selling, general and administrative expenses” in our consolidated statements of operations. We incurred advertising expense of $64.2 million, $43.9 million and $44.3 million for the years ended December 31, 2017, 2016 and 2015, respectively.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) and has modified the standard thereafter. It outlines a single comprehensive model, codified in Topic 606 of the FASB Accounting Standards Codification, for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” Public entities are required to adopt the new revenue standard in fiscal years beginning after December 15, 2017 and in interim periods within those fiscal years. The standard may be applied either retrospectively to prior periods or as a cumulative-effect adjustment as of the date of adoption.
We adopted ASU 2014-09 on January 1, 2018 using the modified retrospective method for contracts that were not substantially completed as of January 1, 2018. We expect the adoption of the new standard to impact certain up-front fees charged to our customers in our consumer markets, however we do not expect this change to have a material impact on the timing or amount
F-16
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
of revenue recognition. We expect to record an adjustment as of January 1, 2018 to increase accumulated earnings by approximately $8.0 million, net of related income taxes as a result of this change. Our consolidated financial statements for the year ended December 31, 2018 and interim periods therein will include disclosures about the effect of the new standard. The prior period results will not be recast to reflect the new standard.
We expect that the adoption of the new standard will impact our operating results primarily due to how we account for commission costs. Historically, we have charged sales commissions to expense as incurred, except for commissions related to the consumer business in our Hughes segment, which are accounted for as SAC as described above. The requirement to defer incremental contract acquisition costs and recognize them over the contract period or expected customer life will result in the recognition of an additional deferred charge on our consolidated balance sheets and corresponding impact to the consolidated statements of operations in future periods. In addition, we historically amortized our sales acquisition costs related to our consumer business in our Hughes segment over the contract term. Under the new guidance, the amortization period for these contract acquisition costs will be over the estimated customer life, which is a longer period of time. We are finalizing our analysis of the effects of ASU 2014-09 on our consolidated financial statements. Subject to completion of our analysis, we expect to record an adjustment as of January 1, 2018 to increase accumulated earnings, and record previously expensed amounts on our balance sheet by approximately $15.0 million to $18.0 million, net of related income taxes, primarily to reflect the impact of longer amortization periods for contract acquisition costs.
We expect ASU 2014-09 will have a similar revenue and contract acquisition costs impact on our unconsolidated subsidiaries accounted for as equity method investments, however we are not able to provide an estimate of that impact at this time.
In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This update substantially revises standards for the recognition, measurement and presentation of financial instruments, including requiring all equity investments, except for investments in consolidated subsidiaries and investments accounted for using the equity method, to be measured at fair value with changes in the fair value recognized through net income. The update permits an entity to elect to measure an equity security without a readily determinable fair value at its cost, adjusted for changes resulting from impairments and observable price changes in orderly transactions for identical or similar securities of the same issuer. It also amends certain disclosure requirements associated with equity investments and the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted for certain requirements. We adopted all applicable requirements of this update as of January 1, 2018. Upon adoption, we recorded a $10.5 million charge to accumulated earnings to include net unrealized losses on our marketable equity securities then designated as available for sale, which previously were recorded in accumulated other comprehensive loss. For our equity investments without a readily determinable fair value that we now account for using the cost method, we have elected to measure such securities at cost, adjusted for impairments and observable price changes. We expect our future net income or loss to be more volatile as a result of these changes in accounting for our investments in available-for-sale and cost method equity securities.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). This standard requires lessees to recognize assets and liabilities for all leases with lease terms more than 12 months, including leases classified as operating leases. The standard also modifies the definition of a lease and the criteria for classifying leases as operating leases or financing leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. We are assessing the impact of adopting this new accounting standard on our consolidated financial statements and related disclosures.
In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplifies the accounting for share-based payment awards. This update requires all excess tax benefits and deficiencies to be recognized as income tax expense or benefit and permits an entity to make an entity-wide policy election to either estimate forfeitures or recognize forfeitures as they occur. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The update specifies requirements for retrospective, modified retrospective or prospective application for the various amendments contained in the update. Upon adoption of this standard as of January 1, 2017, we recorded a $14.5 million deferred tax asset and a corresponding credit to accumulated earnings for excess tax benefits that had not previously been recognized because the related tax deductions had not reduced taxes payable. We did not change our accounting policy to estimate forfeitures in determining compensation cost. We prospectively adopted amendments requiring presentation of excess tax benefits in operating activities in the statement of cash flows and dealing with the treatment of excess tax benefits in the calculation of diluted earnings per share. The inclusion of
F-17
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
excess tax benefits in our income tax provision for the year ended December 31, 2017 resulted in increases in net income from continuing operations of $2.1 million and in net income of $5.3 million.
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments rather than incurred losses. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. We are assessing the impact of adopting this new accounting standard on our consolidated financial statements and related disclosures.
In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. We early adopted ASU 2016-16 as of January 1, 2017. Our adoption of this update did not have a material impact on our consolidated financial statements and related disclosures.
In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). This standard requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents in the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted and the standard must be applied retrospectively to all periods presented. We have adopted ASU 2016-18 as of January 1, 2018. Following our adoption of this standard, the beginning and ending balances of cash and cash equivalents presented in our consolidated statements of cash flows will include amounts for restricted cash and cash equivalents, which historically were not included in such balances, and receipts and payments of restricted cash and cash equivalents, exclusive of transfers to and from unrestricted accounts, will be reported in our consolidated statements of cash flows. The adoption of this new accounting standard is not expected to have a material impact on our consolidated financial statements and related disclosures.
In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This standard simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying amount, including goodwill, exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and is to be applied on a prospective basis. We early adopted ASU 2017-04 as of January 1, 2017. Our adoption of this update did not have a material impact on our condensed consolidated financial statements and related disclosures, but it may impact the recognition and measurement of a goodwill impairment loss in future periods if we determine that the carrying amount of any reporting units including goodwill exceeds fair value of the reporting unit.
In March 2017, the FASB issued Accounting Standards Update No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). This update shortens the amortization period of premiums on certain purchased callable debt securities to the earliest call date, effectively reducing interest income on such securities prior to the earliest call date. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We are assessing the impact of adopting this new accounting standard on our consolidated financial statements and related disclosures.
Note 3**. Discontinued Operations**
On January 31, 2017, EchoStar Corporation and certain of its subsidiaries entered into the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, on February 28, 2017, among other things, EchoStar Corporation and certain of its subsidiaries received all of the shares of the Tracking Stock in exchange for 100% of the equity interests of certain EchoStar subsidiaries that held substantially all of our EchoStar Technologies businesses and certain other assets. Following consummation of the Share Exchange, we no longer operate the EchoStar Technologies businesses, the Tracking Stock was retired and is no longer outstanding and all agreements, arrangements and policy statements with respect to the Tracking Stock terminated and are of no further effect.
F-18
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
As a result of the Share Exchange, the historical financial results of our EchoStar Technologies segment prior to the closing of the Share Exchange are reflected in our consolidated financial statements as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. The noncontrolling interest in HSS Tracking Stock, as reflected in our stockholders equity, was extinguished as of February 28, 2017 as a result of the Share Exchange.
The following table presents the operating results of our discontinued operations:
| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands) | ||||||||||||
| Revenue: | ||||||||||||
| Equipment, services and other revenue - DISH Network | $ | 143,118 | $ | 1,127,610 | $ | 1,138,571 | ||||||
| Equipment, services and other revenue - other | 10,344 | 118,654 | 156,286 | |||||||||
| Total revenue | 153,462 | 1,246,264 | 1,294,857 | |||||||||
| Costs and Expenses: | ||||||||||||
| Cost of equipment, services and other | 121,967 | 1,010,421 | 1,034,960 | |||||||||
| Selling, general and administrative expenses | 5,439 | 60,590 | 55,980 | |||||||||
| Research and development expenses | 4,635 | 44,854 | 51,910 | |||||||||
| Depreciation and amortization | 11,659 | 62,164 | 67,339 | |||||||||
| Impairment of long-lived assets | — | — | 2,400 | |||||||||
| Total costs and expenses | 143,700 | 1,178,029 | 1,212,589 | |||||||||
| Operating income | 9,762 | 68,235 | 82,268 | |||||||||
| Other Income (Expense): | ||||||||||||
| Interest expense | (15 | ) | (144 | ) | (30 | ) | ||||||
| Equity in earnings (losses) of unconsolidated affiliates, net | (1,159 | ) | 2,508 | 4,372 | ||||||||
| Other, net | (57 | ) | (381 | ) | (4,365 | ) | ||||||
| Total income (expense), net | (1,231 | ) | 1,983 | (23 | ) | |||||||
| Income from discontinued operations before income taxes | 8,531 | 70,218 | 82,245 | |||||||||
| Income tax provision | (22 | ) | (25,898 | ) | (20,966 | ) | ||||||
| Net income from discontinued operations | $ | 8,509 | $ | 44,320 | $ | 61,279 |
Expenditures for property and equipment of our discontinued operations totaled $12.5 million, $69.7 million and $50.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.
F-19
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The following table presents the aggregate carrying amounts of assets and liabilities of our discontinued operations:
| As of December 31, | ||||||||
| 2017 | 2016 | |||||||
| (In thousands) | ||||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | — | $ | 778 | ||||
| Trade accounts receivable, net | 4 | 27,261 | ||||||
| Trade accounts receivable - DISH Network | 93 | 259,198 | ||||||
| Inventory | — | 9,824 | ||||||
| Prepaids and deposits | — | 14,463 | ||||||
| Current assets of discontinued operations | 97 | 311,524 | ||||||
| Property and equipment, net | — | 271,108 | ||||||
| Goodwill | — | 6,457 | ||||||
| Other intangible assets, net | — | 7,720 | ||||||
| Investments in unconsolidated entities | — | 26,203 | ||||||
| Other noncurrent assets, net | — | 5,436 | ||||||
| Noncurrent assets of discontinued operations | — | 316,924 | ||||||
| Total assets of discontinued operations | $ | 97 | $ | 628,448 | ||||
| Liabilities: | ||||||||
| Trade accounts payable | $ | 278 | $ | 19,518 | ||||
| Trade accounts payable - DISH Network | — | 3,960 | ||||||
| Current portion of capital lease obligations | — | 4,323 | ||||||
| Deferred revenue and prepayments | — | 2,967 | ||||||
| Accrued compensation | — | 4,652 | ||||||
| Accrued royalties | — | 23,199 | ||||||
| Accrued expenses and other | 264 | 12,810 | ||||||
| Current liabilities of discontinued operations | 542 | 71,429 | ||||||
| Capital lease obligations | — | 416 | ||||||
| Deferred tax liabilities, net | — | 7,353 | ||||||
| Other noncurrent liabilities | — | 2,932 | ||||||
| Noncurrent liabilities of discontinued operations | — | 10,701 | ||||||
| Total liabilities of discontinued operations | $ | 542 | $ | 82,130 |
Note 4. Earnings per Share
We present basic earnings per share (“EPS”) and diluted EPS for our Class A and Class B common stock. Basic EPS for our Class A and Class B common stock excludes potential dilution and is computed by dividing “Net income attributable to EchoStar common stock” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if shares of common stock were issued pursuant to our stock-based compensation awards. The potential dilution from common stock awards was computed using the treasury stock method based on the average market value of our Class A common stock during the period. The calculation of our diluted weighted-average common shares outstanding excluded options to purchase shares of our Class A common stock, whose effect would be anti-dilutive, of 1.0 million, 3.5 million and 2.3 million shares for the years ended December 31, 2017, 2016 and 2015, respectively.
Prior to the Share Exchange, the EchoStar Tracking Stock was a participating security that shared in our consolidated earnings and therefore, we applied the two-class method to calculate EPS for periods prior to March 1, 2017. Under the two-class method, we allocated net income or loss attributable to EchoStar between common stock and the EchoStar Tracking Stock
F-20
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
considering both dividends declared on each class of stock and the participation rights of each class of stock in undistributed earnings. Based on the 51.89% economic interest in the Hughes Retail Group represented by the EchoStar Tracking Stock, we allocated undistributed earnings to the EchoStar Tracking Stock based on 51.89% of the attributed net income or loss of the Hughes Retail Group. Moreover, because the reported amount of “Net income attributable to EchoStar” in our consolidated statements of operations excluded DISH Network’s 28.11% economic interest (represented by the HSS Tracking Stock) in the net loss of the Hughes Retail Group (reported as a noncontrolling interest), the amount of consolidated net income or loss allocated to holders of Class A and Class B common stock effectively excluded an aggregate 80.0% of the attributed net loss of the Hughes Retail Group.
The following table presents basic and diluted EPS amounts for all periods and the corresponding weighted-average shares outstanding used in the calculations.
| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands, except per share amounts) | ||||||||||||
| Amounts attributable to EchoStar common stock: | ||||||||||||
| Net income from continuing operations | $ | 385,261 | $ | 137,353 | $ | 102,421 | ||||||
| Net income from discontinued operations | 8,509 | 44,320 | 61,279 | |||||||||
| Net income attributable to EchoStar common stock | $ | 393,770 | $ | 181,673 | $ | 163,700 | ||||||
| Weighted-average common shares outstanding : | ||||||||||||
| Class A and B common stock: | ||||||||||||
| Basic | 95,425 | 93,795 | 92,397 | |||||||||
| Dilutive impact of stock awards outstanding | 1,316 | 615 | 1,069 | |||||||||
| Diluted | 96,741 | 94,410 | 93,466 | |||||||||
| Earnings per share: | ||||||||||||
| Class A and B common stock: | ||||||||||||
| Basic: | ||||||||||||
| Continuing operations | $ | 4.04 | $ | 1.46 | $ | 1.11 | ||||||
| Discontinued operations | 0.09 | 0.48 | 0.66 | |||||||||
| Total basic earnings per share | $ | 4.13 | $ | 1.94 | $ | 1.77 | ||||||
| Diluted: | ||||||||||||
| Continuing operations | $ | 3.98 | $ | 1.45 | $ | 1.10 | ||||||
| Discontinued operations | 0.09 | 0.47 | 0.65 | |||||||||
| Total diluted earnings per share | $ | 4.07 | $ | 1.92 | $ | 1.75 |
Note 5. Other Comprehensive Income (Loss) and Related Tax Effects
Except in unusual circumstances, we do not recognize tax effects on foreign currency translation adjustments because they are not expected to result in future taxable income or deductions. We have not recognized any tax effects on unrealized gains or losses on available-for-sale securities because such gains or losses would affect the amount of unrealized capital losses for which the related deferred tax asset has been fully offset by a valuation allowance.
Accumulated other comprehensive loss includes net cumulative foreign currency translation losses of $119.4 million, $135.4 million and $124.3 million as of December 31, 2017, 2016 and 2015, respectively. Other comprehensive income includes deferred tax benefits for foreign currency translation losses related to assets that were transferred from a foreign subsidiary to a domestic subsidiary of $7.3 million for year ended December 31, 2017.
F-21
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2017, 2016 and 2015 were as follows:
| Accumulated Other Comprehensive Loss Components | Affected Line Item in our Consolidated Statements of Operations | For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||||
| (In thousands) | ||||||||||||||
| Recognition of realized gains on available-for-sale securities in net income (1) | Gains (losses) on investments, net | $ | (2,758 | ) | $ | (5,590 | ) | $ | (35 | ) | ||||
| Recognition of other-than-temporary impairment loss on available-for-sale securities in net income (2) | Other-than-temporary impairment loss on available-for-sale securities | 3,298 | — | 11,226 | ||||||||||
| Recognition of foreign currency translation losses in net income (3) | Other, net | — | — | 1,889 | ||||||||||
| Total reclassifications, net of tax and noncontrolling interests | $ | 540 | $ | (5,590 | ) | $ | 13,080 |
| (1) | When available-for-sale securities are sold, the related unrealized gains and losses that were previously recognized in other comprehensive income (loss) are reclassified and recognized as “Gains (losses) on investments, net” in our consolidated statements of operations. |
| (2) | We recorded other-than-temporary impairment losses on shares of certain common stock included in our strategic equity securities. |
| (3) | As a result of the deconsolidation of several European subsidiaries of our discontinued operations in May 2015, the related cumulative translation adjustments that were previously recognized in other comprehensive income (loss) were reclassified and recognized as a loss within “Other income (expense)” in our consolidated statements of operations. |
Note 6**. Investment Securities**
Our marketable investment securities and restricted cash equivalents consisted of the following:
| As of December 31, | ||||||||
| 2017 | 2016 | |||||||
| (In thousands) | ||||||||
| Marketable investment securities—current, at fair value: | ||||||||
| Corporate bonds | $ | 542,573 | $ | 402,670 | ||||
| Strategic equity securities | 133,736 | 94,816 | ||||||
| Other | 137,852 | 25,030 | ||||||
| Total marketable investment securities—current | 814,161 | 522,516 | ||||||
| Restricted marketable investment securities (1) | 10,019 | 12,203 | ||||||
| Total | $ | 824,180 | $ | 534,719 |
| (1) | Restricted marketable investment securities are included in “Other noncurrent assets, net” in our consolidated balance sheets. |
Marketable Investment Securities
Our marketable investment securities portfolio consists of various debt and equity instruments, which generally are classified as available-for-sale or trading securities depending on our investment strategy for those securities. The value of our investment portfolio depends on the value of such securities and other instruments comprising the portfolio.
Corporate Bonds
Our corporate bond portfolio includes debt instruments issued by individual corporations, primarily in the industrial and financial services industries.
Strategic Equity Securities
Our strategic investment portfolio consists of investments in shares of common stock of public companies, which are highly speculative and have experienced and continue to experience volatility. We received dividend income of $6.3 million, $0.1 million and de minimis for the years ended December 31, 2017, 2016 and 2015, respectively. For the years ended
F-22
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
December 31, 2017, 2016 and 2015, we recognized other-than-temporary impairment losses of $3.3 million, zero and $11.2 million, respectively on certain investments. These losses related to strategic equity investments that experienced significant declines in market value that we determined to be attributable to company-specific events and circumstances other than temporary market conditions.
Prior to September 2017, we had an investment in the preferred stock of a privately-held company which had a carrying amount of $4.1 million and was accounted for using the cost method. In connection with the company’s initial public offering of its Class A common stock in September 2017, our shares of preferred stock were converted into the company’s Class B common stock. We have the right to convert such shares of Class B common stock to shares of Class A common stock and to sell such shares following the expiration of a lock-up period. For periods following the initial public offering, we account for this investment as a trading security at fair value in our strategic equity security portfolio.
As of December 31, 2017 and 2016, “Gains (losses) on investments, net” for the years ended December 31, 2017, 2016 and 2015 included gains of $42.6 million, gains of $0.6 million and losses of $6.5 million, respectively, related to trading securities that we held as of December 31, 2017, 2016 and 2015, respectively. The fair values of our trading securities were $46.7 million and $7.2 million as of December 31, 2017 and 2016, respectively.
Other
Our other current marketable investment securities portfolio includes investments in various debt instruments, including U.S. government bonds, commercial paper and mutual funds.
Restricted Cash and Marketable Investment Securities
As of December 31, 2017 and 2016, our restricted marketable investment securities included amounts required as collateral for our letters of credit or surety bonds.
Unrealized Gains (Losses) on Available-for-Sale Securities
The components of our available-for-sale securities are summarized in the table below.
| Amortized | Unrealized | Estimated | ||||||||||||||
| Cost | Gains | Losses | Fair Value | |||||||||||||
| (In thousands) | ||||||||||||||||
| As of December 31, 2017 | ||||||||||||||||
| Debt securities: | ||||||||||||||||
| Corporate bonds | $ | 542,861 | $ | — | $ | (288 | ) | $ | 542,573 | |||||||
| Other (including restricted) | 142,082 | — | (46 | ) | 142,036 | |||||||||||
| Equity securities - strategic | 97,519 | 7,937 | (18,404 | ) | 87,052 | |||||||||||
| Total available-for-sale securities | $ | 782,462 | $ | 7,937 | $ | (18,738 | ) | $ | 771,661 | |||||||
| As of December 31, 2016 | ||||||||||||||||
| Debt securities: | ||||||||||||||||
| Corporate bonds | $ | 402,472 | $ | 285 | $ | (87 | ) | $ | 402,670 | |||||||
| Other (including restricted) | 32,488 | 3 | (23 | ) | 32,468 | |||||||||||
| Equity securities - strategic | 77,149 | 13,120 | (2,652 | ) | 87,617 | |||||||||||
| Total available-for-sale securities | $ | 512,109 | $ | 13,408 | $ | (2,762 | ) | $ | 522,755 |
As of December 31, 2017, restricted and non-restricted available-for-sale securities included debt securities of $684.2 million with contractual maturities of one year or less and $0.4 million with contractual maturities greater than one year. We may realize proceeds from certain investments prior to their contractual maturity as a result of our ability to sell these securities prior to their contractual maturity.
F-23
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Available-for-Sale Securities in a Loss Position
The following table reflects the length of time that our available-for-sale securities have been in an unrealized loss position. Substantially all of the unrealized losses as of December 31, 2017 relate to three securities in our strategic equity securities portfolio, each of which has been in a continuous loss position for less than three months. We do not intend to sell these securities before they recover or mature, and it is more likely than not that we will hold these securities until they recover or mature. We believe that changes in the estimated fair values of these securities are primarily related to temporary market conditions.
| As of December 31, | ||||||||||||||||
| 2017 | 2016 | |||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||
| (In thousands) | ||||||||||||||||
| Less than 12 months | $ | 733,635 | $ | (18,715 | ) | $ | 154,826 | $ | (2,760 | ) | ||||||
| 12 months or more | 6,715 | (23 | ) | 1,571 | (2 | ) | ||||||||||
| Total | $ | 740,350 | $ | (18,738 | ) | $ | 156,397 | $ | (2,762 | ) |
Sales of Available-for-Sale Securities
We recognized gains from the sales of our available-for-sale securities of $2.8 million, $5.6 million and de minimis for the years ended December 31, 2017, 2016 and 2015, respectively. We recognized de minimis losses from the sales of our available-for-sale securities for each of the years ended December 31, 2017, 2016 and 2015.
Proceeds from sales of our available-for-sale securities totaled $31.0 million, $80.4 million and $111.5 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Fair Value Measurements
Our current marketable investment securities are measured at fair value on a recurring basis as summarized in the table below. As of December 31, 2017 and 2016, we did not have investments that were categorized within Level 3 of the fair value hierarchy.
| As of December 31, | ||||||||||||||||||||||||
| 2017 | 2016 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Total | Level 1 | Level 2 | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
| Cash equivalents (including restricted) | $ | 2,354,998 | $ | 301 | $ | 2,354,697 | $ | 2,490,168 | $ | 62,332 | $ | 2,427,836 | ||||||||||||
| Debt securities: | ||||||||||||||||||||||||
| Corporate bonds | $ | 542,573 | $ | — | $ | 542,573 | $ | 402,670 | $ | — | $ | 402,670 | ||||||||||||
| Other (including restricted) | 147,871 | 13,311 | 134,560 | 37,233 | 13,517 | 23,716 | ||||||||||||||||||
| Equity securities - strategic | 133,736 | 133,736 | — | 94,816 | 94,816 | — | ||||||||||||||||||
| Total marketable investment securities | $ | 824,180 | $ | 147,047 | $ | 677,133 | $ | 534,719 | $ | 108,333 | $ | 426,386 |
Investments in Unconsolidated Entities — Noncurrent
We have strategic investments in certain non-publicly traded equity securities that are accounted for using either the equity or the cost method of accounting. Our ability to realize value from our strategic investments in companies that are not publicly traded depends on the success of those companies’ businesses and their ability to obtain sufficient capital 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.
F-24
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Our investments in unconsolidated entities consisted of the following:
| As of December 31, | ||||||||
| 2017 | 2016 | |||||||
| (In thousands) | ||||||||
| Investments in unconsolidated entities—noncurrent: | ||||||||
| Cost method | $ | 69,725 | $ | 80,052 | ||||
| Equity method | 91,702 | 90,964 | ||||||
| Total investments in unconsolidated entities—noncurrent | $ | 161,427 | $ | 171,016 |
We recorded cash distributions from our investments accounted for using the equity method of $19.0 million, $10.0 million and zero for the years ended December 31, 2017, 2016 and 2015, respectively. These cash distributions were determined to be a return on investment and reported in cash flows from operating activities in our consolidated statements of cash flows.
As of December 31, 2017, our aggregate investment in our equity method investees exceeded our proportionate share of the net assets of the investees by $33.4 million. This difference is attributable to goodwill recorded at acquisition and certain adjustments related to intra-entity transactions subsequent to acquisition.
A summary of financial information for Dish Mexico and our equity method investees in the aggregate is as follows:
| As of December 31, | ||||||||||||||
| 2017 | 2016 | |||||||||||||
| Dish Mexico | Aggregate | Dish Mexico | Aggregate | |||||||||||
| (In thousands) | ||||||||||||||
| Balance sheet data: | ||||||||||||||
| Current assets | $ | 146,851 | 172,234 | $ | 139,349 | 183,732 | ||||||||
| Noncurrent assets | 185,345 | 187,067 | 178,369 | 181,638 | ||||||||||
| Total assets | $ | 332,196 | 359,301 | $ | 317,718 | 365,370 | ||||||||
| Current liabilities | $ | 129,087 | 130,443 | $ | 129,563 | 128,982 | ||||||||
| Noncurrent liabilities | 109,428 | 110,472 | 111,501 | 111,501 | ||||||||||
| Total liabilities | $ | 238,515 | 240,915 | $ | 241,064 | 240,483 |
| As of December 31, | ||||||||||||||||||||||||
| 2017 | 2016 | 2015 | ||||||||||||||||||||||
| Dish Mexico | Aggregate | Dish Mexico | Aggregate | Dish Mexico | Aggregate | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
| Income statement data: | ||||||||||||||||||||||||
| Revenue | $ | 497,096 | $ | 535,153 | $ | 498,069 | $ | 541,066 | $ | 471,712 | $ | 513,378 | ||||||||||||
| Operating income | $ | 15,094 | $ | 31,919 | $ | 32,280 | $ | 52,656 | $ | 638 | $ | 20,878 | ||||||||||||
| Income before income taxes | $ | 18,267 | $ | 32,739 | $ | 10,195 | $ | 29,083 | $ | (26,201 | ) | $ | (9,197 | ) | ||||||||||
| Net income | $ | 15,658 | $ | 30,130 | $ | 6,374 | $ | 25,262 | $ | (8,512 | ) | $ | 8,492 | |||||||||||
| Net income attributable to EchoStar | $ | 9,946 | $ | 16,973 | $ | 1,358 | $ | 10,802 | $ | (10,979 | ) | $ | (2,477 | ) |
In January 2017, we sold our investment in Invidi Technologies Corporation to an entity owned in part by DISH Network for $19.4 million. Our investment was accounted for using the cost method and had a carrying amount of $10.5 million on the date of sale and as a result we recognized a gain of $8.9 million in connection with this transaction for the year ended December 31, 2017. See Note 19 for additional information about this transaction.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
In connection with the Share Exchange, our equity interests in NagraStar L.L.C. and SmarDTV SA, which we accounted for using the equity method, and our equity interest in Sling TV Holding L.L.C., which we accounted for using the cost method, were transferred to DISH Network as of February 28, 2017. See Notes 1, 3 and 19 for additional information about the Share Exchange and related party transactions with these companies in which we held equity interests.
In June 2015, we made an equity investment in WorldVu Satellites Limited (“OneWeb”), a global low-earth orbit satellite service company. OneWeb plans to develop and operate a global network of low-earth orbit Ku-band satellites to provide internet access to fixed and mobile terminals. We do not exercise significant influence over the management of OneWeb; accordingly, we account for the investment using the cost method.
Note 7. Trade Accounts Receivable
Our trade accounts receivable consisted of the following:
| As of December 31, | ||||||||
| 2017 | 2016 | |||||||
| (In thousands) | ||||||||
| Trade accounts receivable | $ | 197,294 | $ | 159,313 | ||||
| Contracts in process, net | 11,573 | 36,170 | ||||||
| Total trade accounts receivable | 208,867 | 195,483 | ||||||
| Allowance for doubtful accounts | (12,027 | ) | (12,956 | ) | ||||
| Trade accounts receivable - DISH Network | 43,295 | 19,417 | ||||||
| Total trade accounts receivable, net | $ | 240,135 | $ | 201,944 |
As of December 31, 2017 and 2016, progress billings offset against contracts in process amounted to $22.8 million and $14.6 million, respectively.
Note 8. Inventory
Our inventory consisted of the following:
| As of December 31, | ||||||||
| 2017 | 2016 | |||||||
| (In thousands) | ||||||||
| Finished goods | $ | 70,669 | $ | 49,755 | ||||
| Raw materials | 5,484 | 6,678 | ||||||
| Work in process | 7,442 | 6,187 | ||||||
| Total inventory | $ | 83,595 | $ | 62,620 |
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Note 9**. Property and Equipment**
Property and equipment consisted of the following:
| Depreciable Life (In Years) | As of December 31, | |||||||||
| 2017 | 2016 | |||||||||
| (In thousands) | ||||||||||
| Land | — | $ | 33,713 | $ | 35,815 | |||||
| Buildings and improvements | 1-40 | 185,148 | 175,593 | |||||||
| Furniture, fixtures, equipment and other | 1-12 | 736,533 | 514,056 | |||||||
| Customer rental equipment | 2-4 | 929,775 | 689,579 | |||||||
| Satellites - owned | 2-15 | 3,064,391 | 2,381,120 | |||||||
| Satellites acquired under capital leases | 10-15 | 916,820 | 781,761 | |||||||
| Construction in progress | — | 260,220 | 1,418,763 | |||||||
| Total property and equipment | 6,126,600 | 5,996,687 | ||||||||
| Accumulated depreciation | (2,661,129 | ) | (2,598,492 | ) | ||||||
| Property and equipment, net | $ | 3,465,471 | $ | 3,398,195 |
As of December 31, 2017 and 2016, accumulated depreciation included amounts for satellites acquired under capital leases of $393.9 million and $328.2 million, respectively.
Construction in progress consisted of the following:
| As of December 31, | ||||||||
| 2017 | 2016 | |||||||
| (In thousands) | ||||||||
| Progress amounts for satellite construction, including prepayments under capital leases and launch services costs | $ | 211,765 | $ | 1,235,577 | ||||
| Satellite related equipment | 28,358 | 152,737 | ||||||
| Other | 20,097 | 30,449 | ||||||
| Construction in progress | $ | 260,220 | $ | 1,418,763 |
Construction in progress included the following owned and leased satellites under construction as of December 31, 2017.
| Satellites | Segment | Expected Launch Date | ||
| Telesat T19V (“63 West”) (1) | Hughes | Second quarter of 2018 | ||
| EchoStar XXIV | Corporate and Other | 2021 |
(1) We entered into an agreement for certain capacity on this satellite once launched, but are not party to the construction contract.
We recorded capitalized interest related to our satellites, satellite payloads and related ground facilities under construction of $52.0 million, $94.4 million and $63.8 million for the years ended December 31, 2017, 2016 and 2015, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Depreciation expense associated with our property and equipment consisted of the following:
| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands) | ||||||||||||
| Satellites | $ | 239,072 | $ | 191,729 | $ | 197,469 | ||||||
| Furniture, fixtures, equipment and other | 82,668 | 65,350 | 77,946 | |||||||||
| Customer rental equipment | 146,562 | 114,568 | 105,725 | |||||||||
| Buildings and improvements | 7,004 | 6,922 | 7,845 | |||||||||
| Total depreciation expense | $ | 475,306 | $ | 378,569 | $ | 388,985 |
Satellites depreciation expense includes amortization of satellites under capital lease agreements of $66.1 million, $56.2 million and $56.2 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Satellites
As of December 31, 2017, our satellite fleet consisted of 19 of our owned and leased satellites in geosynchronous orbit, approximately 22,300 miles above the equator. We depreciate our owned satellites on a straight-line basis over the estimated useful life of each satellite. As of December 31, 2017, four of our satellites are accounted for as capital leases and are depreciated on a straight-line basis over their respective lease terms.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Our operating satellite fleet consists of both owned and leased satellites detailed in the table below as of December 31, 2017.
| Satellites | Segment | Launch Date | Nominal Degree Orbital Location (Longitude) | Depreciable Life (In Years) | ||||
| Owned: | ||||||||
| SPACEWAY 3 (1) | Hughes | August 2007 | 95 W | 12 | ||||
| EchoStar XVII | Hughes | July 2012 | 107 W | 15 | ||||
| EchoStar XIX | Hughes | December 2016 | 97.1 W | 15 | ||||
| EchoStar I (2)(3)(4)(7) | ESS | December 1995 | 77 W | — | ||||
| EchoStar VI (4)(7) | ESS | July 2000 | 96.2 W | 12 | ||||
| EchoStar VII (2)(3)(4) | ESS | February 2002 | 119 W | 3 | ||||
| EchoStar IX (2)(4) | ESS | August 2003 | 121 W | 12 | ||||
| EchoStar X (2)(3) | ESS | February 2006 | 110 W | 7 | ||||
| EchoStar XI (2)(3) | ESS | July 2008 | 110 W | 9 | ||||
| EchoStar XII (2)(4)(5) | ESS | July 2003 | 61.5 W | 2 | ||||
| EchoStar XIV (2)(3) | ESS | March 2010 | 119 W | 11 | ||||
| EchoStar XVI (2) | ESS | November 2012 | 61.5 W | 15 | ||||
| EchoStar XXI | Corporate and Other | June 2017 | 10.25 E | 15 | ||||
| EchoStar XXIII | Corporate and Other | March 2017 | 45 W | 15 | ||||
| EUTELSAT 10A (“W2A”) (6) | Corporate and Other | April 2009 | 10 E | — | ||||
| Capital Leases: | ||||||||
| Nimiq 5 (2) | ESS | September 2009 | 72.7 W | 15 | ||||
| QuetzSat-1 (2) | ESS | September 2011 | 77 W | 10 | ||||
| Eutelsat 65 West A | Hughes | March 2016 | 65 W | 15 | ||||
| EchoStar 105/SES-11 | ESS | October 2017 | 105 W | 15 |
(1) Depreciable life represents the remaining useful life as of June 8, 2011, the date EchoStar completed its acquisition of Hughes Communications, Inc. and its subsidiaries.
| (2) | See Note 19 for discussion of related party transactions with DISH Network. |
(3) Depreciable life represents the remaining useful life as of March 1, 2014, the effective date of our receipt of the satellites from DISH Network as part of the Satellite and Tracking Stock Transaction (See Note 19).
(4) Fully depreciated assets as of December 31, 2017.
(5) Depreciable life represents the remaining useful life as of June 30, 2013, the date the EchoStar XII satellite was impaired.
(6) The Company acquired the S-band payload on this satellite, which prior to the acquisition in December 2013, experienced an anomaly at the time of the launch. As a result, the S-band payload is not fully operational.
(7) The EchoStar I satellite was retired in January 2018 and the EchoStar VI satellite is expected to be retired in the second quarter of 2018.
Recent Developments
EchoStar I. The EchoStar I satellite was removed from its orbital location and retired from commercial service in January 2018. This retirement is not expected to have a material impact on our results of operations or financial position.
EchoStar VI. We expect to remove the EchoStar VI satellite from its orbital location and retire it from commercial service in the second quarter of 2018. This retirement is not expected to have a material impact on our results of operations or financial position.
EchoStar 105/SES-11. The EchoStar 105/SES-11 satellite was launched in October 2017 and was placed into service in November 2017 at the 105 degree west longitude orbital location. Pursuant to agreements we entered into in August 2014, we funded substantially all construction, launch and other costs associated with the EchoStar 105/SES-11 satellite and transferred
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
the C-, Ku- and Ka-band payloads to two affiliates of SES Americom, Inc. (“SES”) after the launch date, while retaining the right to use the entire Ku-band payload on the satellite for an initial ten-year term, with an option for us to renew the agreement on a year-to-year basis. In October 2017, we recorded a $77.5 million receivable from SES in “Other current assets,” representing capitalized costs allocable to certain satellite payloads controlled by SES, and we reduced our carrying amount of the satellite by such amount. In January 2018, we received payment from SES for the receivable plus accrued interest. Our leased Ku-band payload on the EchoStar 105/SES-11 satellite has replaced the capacity we had on the AMC-15 satellite.
EchoStar XXI. The EchoStar XXI satellite was launched in June 2017 and was placed into service in November 2017 at the 10.25 degree east longitude orbital location. The EchoStar XXI satellite provides space segment capacity to EchoStar Mobile Limited in Europe.
EchoStar III. In July 2017, the EchoStar III satellite experienced an anomaly that caused communications with the satellite to be interrupted resulting in a loss of control. We regained communications with and control of the EchoStar III satellite and retired the satellite from commercial service in August 2017. This retirement has not had, and is not expected to have, a material impact on our results of operations or financial position.
EchoStar VIII. During the second quarter of 2017, the EchoStar VIII satellite was removed from its orbital location and retired from commercial service. This retirement has not had, and is not expected to have, a material impact on our results of operations or financial position.
EchoStar XXIII. The EchoStar XXIII satellite, a Ku-band broadcast satellite services satellite, was launched in March 2017 and placed into service at the 45 degree west longitude orbital location in May 2017.
EchoStar XIX. The EchoStar XIX satellite was launched in December 2016 and placed into service in March 2017 at the 97.1 degree west longitude orbital location. The EchoStar XIX satellite provides capacity for the Hughes broadband services to our customers in North America, capacity in certain Central and South American countries and capability for aeronautical, enterprise and international broadband services. EchoStar contributed the EchoStar XIX satellite to its Hughes segment in February 2017.
AMC-15 and AMC-16. In August 2014, in connection with the execution of agreements related to the EchoStar 105/SES-11 satellite, we entered into amendments that extended the terms of our then existing agreements with a subsidiary of SES for satellite services on the AMC-15 and AMC-16 satellites. Our agreement for satellite services on certain transponders on the AMC-15 satellite terminated according to its terms in December 2017. The AMC-15 satellite was accounted for as an operating lease. Our agreement for the AMC-16 satellite services terminated according to its terms in February 2016.
As a result of anomalies that affected the operation of the AMC-15 and AMC-16 satellites, our monthly recurring payments were reduced under the related capital lease agreements during the three months ending March 31, 2015. We have accounted for these lease modifications generally by reducing the carrying amounts of the satellite and related capital lease obligation by the present value of the payment reduction. In such instances where the carrying amount of the satellite had been reduced to zero as a result of accumulated depreciation or impairments, we have recognized the reductions in the capital lease obligations as gains in “Other, net” in our consolidated statements of operations. For the years ended December 31, 2017, 2016 and 2015, we recognized such gains of zero, zero and $4.5 million, respectively.
Satellite Anomalies and Impairments
Our satellites may experience anomalies from time to time, some of which may have a significant adverse effect on their remaining useful lives, the commercial operation of the satellites or our operating results or financial position. We are not aware of any anomalies with respect to our owned or leased satellites that have had any such significant adverse effect during the year ended December 31, 2017. There can be no assurance, however, that anomalies will not have any such adverse impacts in the future. In addition, there can be no assurance that we can recover critical transmission capacity in the event one or more of our in-orbit satellites were to fail.
EchoStar X experienced anomalies in the past which affected seven solar array circuits. In December 2017, EchoStar X experienced anomalies which affected one additional solar array circuit reducing the number of functional solar array circuits to 16. While these anomalies did not significantly impact commercial operation or remaining useful life of the satellite or our
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
operating results or financial position for the year ended December 31, 2017, we do expect a loss of future revenue on this satellite as a result of such anomalies.
We historically have not carried in-orbit insurance on our satellites because we assessed that the cost of insurance was uneconomical relative to the risk of failures. Therefore, we generally bear the risk of any in-orbit failures. Pursuant to the terms of the agreements governing certain portions of our indebtedness, we are required, subject to certain limitations on coverage, to maintain in-orbit insurance for our SPACEWAY 3, EchoStar XVI, and EchoStar XVII satellites. Based on economic analysis of the current insurance market we obtained launch plus one year in-orbit insurance, subject to certain limitations, for the EchoStar XIX, EchoStar XXI and EchoStar XXIII satellites. Additionally, we obtained certain launch and in-orbit insurance for our interest in the EchoStar 105/SES-11 satellite. Our other satellites, either in orbit or under construction, are not covered by launch or in-orbit insurance. We will continue to assess circumstances going forward and make insurance decisions on a case by case basis.
We evaluate our satellites for impairment and test for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Certain of the anomalies previously disclosed may be considered to represent a significant adverse change in the physical condition of a particular satellite. However, based on the redundancy designed within each satellite, certain of these anomalies are not necessarily considered to be significant events that would require a test of recoverability.
Note 10. Goodwill, Regulatory Authorizations and Other Intangible Assets
Goodwill
The excess of the cost of an acquired business over the fair values of net tangible and identifiable intangible assets at the time of the acquisition is recorded as goodwill. Goodwill is assigned to the reporting units within our operating segments and is subject to impairment testing annually, or more frequently when events or changes in circumstances indicate the fair value of a reporting unit is more likely than not less than its carrying amount.
As of December 31, 2017 and 2016, all goodwill related to our continuing operations was assigned to reporting units of our Hughes segment. We test this goodwill for impairment annually in the second quarter. Based on our qualitative assessment of impairment in the second quarter of 2017, we determined that it was not more likely than not that the fair values of the Hughes segment reporting units were less than the corresponding carrying amounts.
Regulatory Authorizations
Regulatory authorizations included amounts with finite and indefinite useful lives, as follows:
| As of December 31, 2016 | Additions | Impairment | Currency Translation Adjustment | As of December 31, 2017 | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Finite useful lives: | ||||||||||||||||||||
| Cost | $ | 87,959 | $ | — | $ | — | $ | 4,662 | $ | 92,621 | ||||||||||
| Accumulated amortization | (14,983 | ) | (5,097 | ) | — | (1,262 | ) | (21,342 | ) | |||||||||||
| Net | 72,976 | (5,097 | ) | — | 3,400 | 71,279 | ||||||||||||||
| Indefinite lives | 471,657 | — | (6,000 | ) | — | 465,657 | ||||||||||||||
| Total regulatory authorizations, net | $ | 544,633 | $ | (5,097 | ) | $ | (6,000 | ) | $ | 3,400 | $ | 536,936 |
Amortization expense for the regulatory authorizations with finite lives was $5.1 million, $4.7 million and $4.7 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Regulatory authorizations with finite lives include our Brazilian license, which had a carrying amount of $36.3 million and $38.6 million as of December 31, 2017 and 2016, respectively. We satisfied our regulatory obligations to meet certain in-service milestones for our Brazilian license at the 45 degree west longitude orbital location for the Ku-band frequency. On October 5, 2017, ANATEL declined our request to extend our milestone deadlines for the S-band and Ka-band frequencies and,
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
as a result, we do not have the right to use such frequencies in Brazil. We may be subject to penalties as a result of our failure to meet these milestones. The loss of our right to use the S-band and Ka-band frequencies in October 2017 was an event that could have affected the recoverability of the carrying amount of our Brazilian license and related ground infrastructure assets. In the absence of a current definitive business plan to serve as the basis for a test of recoverability of such assets, we tested such assets for impairment in the fourth quarter of 2017. Our impairment test involved estimation of fair value of the Brazilian license primarily using a model that quantified the present value of estimated cash outflows to lease satellite capacity in excess of estimated cash outflows to construct, launch and operate a satellite with equivalent capacity using the Brazilian license. Our fair value estimate included significant unobservable inputs related to transponder lease rates, satellite costs and discount rates, and is categorized within Level 3 of the fair value hierarchy. We determined that the estimated fair value of our Brazilian license and related assets exceeded their carrying amount and we did not recognize an impairment loss.
Prior to the fourth quarter of 2017, our regulatory authorizations with indefinite lives included $6.0 million for contractual rights to utilize certain frequencies, in addition to those specified in the Brazilian license, at the 45 degree west longitude orbital location. We acquired such contractual rights in 2012 and have evaluated potential opportunities to utilize the frequencies in conjunction with our Brazilian license. We determined in the fourth quarter of 2017 that certain actions required to utilize the frequencies had become impractical with the passage of time. As a result of these circumstances, we determined that the fair value of such contractual rights was de minimis and we recognized a $6.0 million impairment loss in our ESS segment in the fourth quarter of 2017.
Other Intangible Assets
Our other intangible assets, which are subject to amortization, consisted of the following:
| Weighted Average Useful Life (in Years) | As of December 31, | |||||||||||||||||||||||||
| 2017 | 2016 | |||||||||||||||||||||||||
| Cost | Accumulated Amortization | Carrying Amount | Cost | Accumulated Amortization | Carrying Amount | |||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Customer relationships | 8 | $ | 270,300 | $ | (231,642 | ) | $ | 38,658 | $ | 270,300 | $ | (214,544 | ) | $ | 55,756 | |||||||||||
| Technology-based | 6 | 61,300 | (60,927 | ) | 373 | 60,835 | (57,266 | ) | 3,569 | |||||||||||||||||
| Trademark portfolio | 20 | 29,700 | (9,776 | ) | 19,924 | 29,700 | (8,291 | ) | 21,409 | |||||||||||||||||
| Total other intangible assets | $ | 361,300 | $ | (302,345 | ) | $ | 58,955 | $ | 360,835 | $ | (280,101 | ) | $ | 80,734 |
Customer relationships are amortized predominantly in relation to the expected contribution of cash flow to the business over the life of the intangible asset. Other intangible assets are amortized on a straight-line basis over the periods the assets are expected to contribute to our cash flows. Intangible asset amortization expense, including amortization of regulatory authorizations with finite lives and externally marketed capitalized software, was $46.9 million, $54.3 million and $71.8 million for the years ended December 31, 2017, 2016 and 2015, respectively.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Future Amortization
As of December 31, 2017, our estimated future amortization of intangible assets, including regulatory authorizations with finite lives, was as follows:
| Amount | |||
| (In thousands) | |||
| For the Years Ending December 31, | |||
| 2018 | $ | 20,106 | |
| 2019 | 20,106 | ||
| 2020 | 16,470 | ||
| 2021 | 9,831 | ||
| 2022 | 6,867 | ||
| Thereafter | 60,799 | ||
| Total | $ | 134,179 |
Note 11. Debt and Capital Lease Obligations
As of December 31, 2017, our debt primarily consisted of the 2019 Senior Secured Notes, the 2021 Senior Unsecured Notes, the 2026 Senior Secured Notes and the 2026 Senior Unsecured Notes, each as defined below, and our capital lease obligations.
The following table summarizes the carrying amounts and fair values of our debt:
| Effective Interest Rate | As of December 31, | |||||||||||||||||
| 2017 | 2016 | |||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||
| (In thousands) | ||||||||||||||||||
| Senior Secured Notes: | ||||||||||||||||||
| 6 1/2% Senior Secured Notes due 2019 | 6.959% | $ | 990,000 | $ | 1,042,609 | $ | 990,000 | $ | 1,084,050 | |||||||||
| 5 1/4% Senior Secured Notes due 2026 | 5.320% | 750,000 | 769,305 | 750,000 | 739,688 | |||||||||||||
| Senior Unsecured Notes: | ||||||||||||||||||
| 7 5/8% Senior Unsecured Notes due 2021 | 8.062% | 900,000 | 992,745 | 900,000 | 990,189 | |||||||||||||
| 6 5/8% Senior Unsecured Notes due 2026 | 6.688% | 750,000 | 791,865 | 750,000 | 760,245 | |||||||||||||
| Less: Unamortized debt issuance costs | (24,857 | ) | — | (31,821 | ) | — | ||||||||||||
| Subtotal | 3,365,143 | $ | 3,596,524 | 3,358,179 | $ | 3,574,172 | ||||||||||||
| Capital lease obligations | 269,701 | 297,268 | ||||||||||||||||
| Total debt and capital lease obligations | 3,634,844 | 3,655,447 | ||||||||||||||||
| Less: Current portion | (40,631 | ) | (32,984 | ) | ||||||||||||||
| Long-term debt and capital lease obligations, net of unamortized debt issuance costs | $ | 3,594,213 | $ | 3,622,463 |
The fair values of our debt are estimates categorized within Level 2 of the fair value hierarchy.
2019 Senior Secured Notes and 2021 Senior Unsecured Notes
On June 1, 2011, HSS issued $1.10 billion aggregate principal amount of 6 1/2% Senior Secured Notes due 2019 (the “2019 Senior Secured Notes”) at an issue price of 100.0%, pursuant to a Secured Indenture dated June 1, 2011, (as amended the “2011 Secured Indenture”). The 2019 Senior Secured Notes mature on June 15, 2019. Interest accrues at an annual rate of 6 1/2% and is payable semi-annually in cash, in arrears on June 15 and December 15 of each year. As of December 31, 2017 and 2016, the outstanding principal balance on the 2019 Senior Secured Notes was $990.0 million.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
On June 1, 2011, HSS also issued $900.0 million aggregate principal amount of 7 5/8% Senior Unsecured Notes due 2021 (the “2021 Senior Unsecured Notes,”) at an issue price of 100.0%, pursuant to an Unsecured Indenture dated June 1, 2011 (together with the “2011 Secured Indenture”, the “2011 Indentures”). The 2021 Senior Unsecured Notes mature on June 15, 2021. Interest accrues at an annual rate of 7 5/8% and is payable semi-annually in cash, in arrears on June 15 and December 15 of each year. As of December 31, 2017 and 2016, the outstanding principal balance on the 2021 Senior Unsecured Notes was $900.0 million.
On June 12, 2015, we redeemed $110.0 million of the 2019 Senior Secured Notes at a redemption price equal to 103.0% of the principal amount plus accrued and unpaid interest. As a result, we recorded a $5.0 million loss consisting of the $3.3 million redemption premium and a $1.7 million write-off of related unamortized debt issuance costs.
2026 Senior Secured Notes and 2026 Senior Unsecured Notes
On July 27, 2016, HSS issued $750 million aggregate principal amount of 5 1/4% Senior Secured Notes due 2026 (the “2026 Senior Secured Notes” and, together with the 2019 Senior Secured Notes, the “Secured Notes”) at an issue price of 100.0%, pursuant to an indenture dated July 27, 2016 (the “2016 Secured Indenture”) and $750 million aggregate principal amount of 6 5/8% Senior Unsecured Notes due 2026 (the “2026 Senior Unsecured Notes” and, together with the 2021 Senior Unsecured Notes, the “Unsecured Notes”) at an issue price of 100.0%, pursuant to an indenture dated July 27, 2016 (together with the 2011 Indentures and the 2016 Secured Indenture, the “Indentures”). The 2019 Senior Secured Notes, the 2021 Senior Unsecured Notes, the 2026 Senior Secured Notes and the 2026 Senior Unsecured Notes are referred to collectively as the “Notes” and individually as a series of the Notes. The 2026 Senior Secured Notes and the 2026 Senior Unsecured Notes (collectively, the “2026 Notes”) mature on August 1, 2026. Interest on the 2026 Senior Secured Notes accrues at an annual rate of 5 1/4% and interest on the 2026 Senior Unsecured Notes accrues at an annual rate of 6 5/8%. Interest on the 2026 Notes is payable semi-annually in cash, in arrears on February 1 and August 1 of each year commencing February 1, 2017. At each of December 31, 2017 and 2016, the outstanding principal balance on each of the 2026 Senior Secured Notes and the 2026 Senior Unsecured Notes was $750.0 million, respectively.
Additional Information Relating to the Notes
Each series of the Notes is redeemable, in whole or in part, at any time at a redemption price equal to 100.0% of the principal amount thereof plus a “make-whole” premium, as defined in the applicable Indenture, together with accrued and unpaid interest, if any, to the date of redemption. HSS may also redeem up to 10% of the outstanding 2026 Senior Secured Notes per year prior to August 1, 2020 at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest to the date of redemption. In addition, HSS may, at any time prior to August 1, 2019, with the net cash proceeds from certain equity offerings or capital contributions, redeem up to 35% of the 2026 Senior Secured Notes, at 105.250% of the principal amount, and up to 35% of the 2026 Senior Unsecured Notes, at a redemption price equal to 106.625% of the principal amount plus, in each case, accrued and unpaid interest on the 2026 Notes being redeemed to the date of redemption.
The Secured Notes are:
| • | secured obligations of HSS; |
| • | secured by security interests in substantially all existing and future tangible and intangible assets of HSS and certain of its subsidiaries on a first priority basis, subject to certain exceptions; |
| • | ranked equally and ratably as between the 2019 Senior Secured Notes and the 2026 Senior Secured Notes; |
| • | effectively junior to HSS’ obligations that are secured by assets that are not part of the collateral that secures the respective Secured Notes, in each case, to the extent of the value of the collateral securing such obligations; |
| • | effectively senior to HSS’ existing and future unsecured obligations to the extent of the value of the collateral securing the respective Secured Notes, after giving effect to permitted liens as provided in the Indenture governing the respective Secured Notes; |
| • | senior in right of payment to all existing and future obligations of HSS that are expressly subordinated to the respective Secured Notes; |
| • | structurally junior to any existing and future obligations of any of HSS’ subsidiaries that do not guarantee the respective Secured Notes; and |
F-34
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
| • | unconditionally guaranteed, jointly and severally, on a general senior secured basis by certain of our HSS’ subsidiaries, which guarantees rank equally with all of the guarantors’ existing and future unsubordinated indebtedness and effectively senior to such guarantors’ existing and future obligations to the extent of the value of the assets securing the respective Secured Notes. |
The Unsecured Notes are:
| • | unsecured senior obligations of HSS; |
| • | ranked equally with all existing and future unsubordinated indebtedness (including as between the 2021 Senior Unsecured Notes and the 2026 Senior Unsecured Notes) and effectively junior to any secured indebtedness up to the value of the assets securing such indebtedness; |
| • | effectively junior to HSS’ obligations that are secured to the extent of the value of the collateral securing such obligations; |
| • | senior in right of payment to all existing and future obligations of HSS that are expressly subordinated to the respective Unsecured Notes; |
| • | structurally junior to any existing and future obligations of any of HSS’ subsidiaries that do not guarantee the respective Unsecured Notes; and |
| • | unconditionally guaranteed, jointly and severally, on a general senior secured basis by certain of HSS’ subsidiaries, which guarantees rank equally with all of the guarantors’ existing and future unsubordinated indebtedness, and effectively junior to any secured indebtedness of the guarantors up to the value of the assets securing such indebtedness. |
Subject to certain exceptions, the Indentures contain restrictive covenants that, among other things, impose limitations on HSS’ ability and, in certain instances, the ability of certain of HSS’ subsidiaries to:
| • | incur additional debt; |
| • | pay dividends or make distributions on HSS’ capital stock or repurchase HSS’ capital stock; |
| • | make certain investments; |
| • | create liens or enter into sale and leaseback transactions; |
| • | enter into transactions with affiliates; |
| • | merge or consolidate with another company; |
| • | transfer and sell assets; and |
| • | allow to exist certain restrictions on the ability of certain of HSS’ subsidiaries to pay dividends, make distributions, make other payments, or transfer assets to HSS or its subsidiaries. |
In the event of a Change of Control, as defined in the respective Indentures, HSS would be required to make an offer to repurchase all or any part of a holder’s Notes at a purchase price equal to 101.0% of the aggregate principal amount thereof, together with accrued and unpaid interest to the date of repurchase.
The Indentures provide for customary events of default for each series of the Notes, including, among other things, nonpayment, breach of the covenants in the applicable Indentures, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If any event of default occurs and is continuing with respect to any series of the Notes, the trustee or the holders of at least 25% in principal amount of the then outstanding Notes of such series may declare all the Notes of such series to be due and payable immediately, together with any accrued and unpaid interest.
Pursuant to the terms of a registration rights agreement, HSS registered notes having substantially identical terms as the 2026 Notes with the SEC as part of an offer to exchange registered notes for the 2026 Notes. This exchange offer expired May 11, 2017 with 99.98% of the 2026 Notes being tendered for exchange.
F-35
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Debt Issuance Costs
In connection with the issuance of the 2026 Notes, we incurred $7.5 million of debt issuance costs. For the years ended December 31, 2017, 2016 and 2015, we amortized $7.4 million, $6.6 million and $6.0 million of debt issuance costs, respectively, which are included in “Interest expense, net of amounts capitalized” in our consolidated statements of operations.
Capital Lease Obligations
Our capital lease obligations reflect the present value of future minimum lease payments under noncancelable lease agreements, primarily for certain of our satellites (see Note 9). These agreements require monthly recurring payments, which generally include principal, interest, an amount for use of the orbital location and estimated executory costs, such as insurance and maintenance. The monthly recurring payments generally are subject to reduction in the event of failures that reduce the satellite transponder capacity. Certain of these agreements provide for extension of the initial lease term at our option. The effective interest rates for our satellite capital lease obligations range from 6.0% to 11.2%, with a weighted average of 10.5% as of December 31, 2017.
Our capital lease obligations consist primarily of our payment obligations under agreements for the Nimiq 5 and QuetzSat-1 satellites, which have remaining noncancelable terms ending in September 2024 and November 2021, respectively. As discussed in Note 19, we have subleased transponders on these satellites to DISH Network.
Future minimum lease payments under our capital lease obligations, together with the present value of the net minimum lease payments as of December 31, 2017, are as follows:
| Amount | |||
| (In thousands) | |||
| For the Years Ending December 31, | |||
| 2018 | $ | 93,038 | |
| 2019 | 88,739 | ||
| 2020 | 88,496 | ||
| 2021 | 84,371 | ||
| 2022 | 63,622 | ||
| Thereafter | 110,880 | ||
| Total minimum lease payments | 529,146 | ||
| Less: Amount representing lease of the orbital location and estimated executory costs (primarily insurance and maintenance) including profit thereon, included in total minimum lease payments | (162,404 | ) | |
| Net minimum lease payments | 366,742 | ||
| Less: Amount representing interest | (97,041 | ) | |
| Present value of net minimum lease payments | 269,701 | ||
| Less: Current portion | (40,631 | ) | |
| Long-term portion of capital lease obligations | $ | 229,070 |
We received rental income from the sublease of our capital lease satellites of approximately $132.4 million for each of the years ended December 31, 2017, 2016 and 2015. As of December 31, 2017, our future minimum sublease rental income was $348.5 million relating to such satellites. The subleases have a remaining weighted average term of three years.
F-36
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Note 12. Income Taxes
The components of income from continuing operations before income taxes are as follows:
| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands) | ||||||||||||
| Domestic | $ | 146,383 | $ | 236,200 | $ | 140,738 | ||||||
| Foreign | (45,689 | ) | (19,574 | ) | (1,411 | ) | ||||||
| Income from continuing operations before income taxes | $ | 100,694 | $ | 216,626 | $ | 139,327 |
The components of the provision for income taxes are as follows:
| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands) | ||||||||||||
| Current benefit (provision): | ||||||||||||
| Federal | $ | (8,652 | ) | $ | (19,385 | ) | $ | — | ||||
| State | (1,237 | ) | 267 | (8,926 | ) | |||||||
| Foreign | (2,335 | ) | (2,481 | ) | (4,470 | ) | ||||||
| Total current benefit (provision) | (12,224 | ) | (21,599 | ) | (13,396 | ) | ||||||
| Deferred benefit (provision): | ||||||||||||
| Federal | 299,693 | (58,250 | ) | (42,659 | ) | |||||||
| State | 2,356 | (6,232 | ) | 3,285 | ||||||||
| Foreign | (5,539 | ) | 5,827 | 1,535 | ||||||||
| Total deferred benefit (provision) | 296,510 | (58,655 | ) | (37,839 | ) | |||||||
| Total income tax benefit (provision), net | $ | 284,286 | $ | (80,254 | ) | $ | (51,235 | ) |
The actual tax provisions for the years ended December 31, 2017, 2016 and 2015 reconcile to the amounts computed by applying the statutory federal tax rate to income from continuing operations before income taxes as shown below:
| For the Years Ended December 31, | |||||||||
| 2017 | 2016 | 2015 | |||||||
| Statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | |||
| State income taxes, net of Federal benefit | (12.2 | )% | 5.0 | % | 3.8 | % | |||
| Permanent differences | (0.3 | )% | 1.4 | % | 1.7 | % | |||
| Tax credits | (8.1 | )% | (4.2 | )% | (8.4 | )% | |||
| Valuation allowance | 4.6 | % | (0.3 | )% | 1.4 | % | |||
| Enactment of Tax Cuts and Job Act of 2017 | (301.4 | )% | — | % | — | % | |||
| Other | 0.1 | % | 0.1 | % | 3.3 | % | |||
| Total effective tax rate | (282.3 | )% | 37.0 | % | 36.8 | % |
F-37
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The components of our deferred tax assets and liabilities are as follows:
| As of December 31, | ||||||||
| 2017 | 2016 | |||||||
| (In thousands) | ||||||||
| Deferred tax assets: | ||||||||
| Net operating losses, credit and other carryforwards | $ | 278,540 | $ | 178,925 | ||||
| Unrealized losses on investments, net | 22,260 | 47,737 | ||||||
| Accrued expenses | 23,583 | 39,596 | ||||||
| Stock-based compensation | 9,148 | 14,389 | ||||||
| Other assets | 11,890 | 15,008 | ||||||
| Total deferred tax assets | 345,421 | 295,655 | ||||||
| Valuation allowance | (66,886 | ) | (75,372 | ) | ||||
| Deferred tax assets after valuation allowance | 278,535 | 220,283 | ||||||
| Deferred tax liabilities: | ||||||||
| Depreciation and amortization | (708,599 | ) | (962,838 | ) | ||||
| Other liabilities | (1,509 | ) | (1,319 | ) | ||||
| Total deferred tax liabilities | (710,108 | ) | (964,157 | ) | ||||
| Total net deferred tax liabilities | $ | (431,573 | ) | $ | (743,874 | ) |
Deferred tax assets and liabilities reflect the effects of tax losses, credits, and the future income tax effects of temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
We evaluate our deferred tax assets for realization and record a valuation allowance when we determine that it is more likely than not that the amounts will not be realized. Overall, our net deferred tax assets were offset by a valuation allowance of $66.9 million and $75.4 million as of December 31, 2017 and 2016, respectively. The change in the valuation allowance primarily relates to an increase in the net operating loss carryforwards of certain foreign subsidiaries and a decrease associated with unrealized gains that are capital in nature.
Tax benefits of net operating loss and tax credit carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. As of December 31, 2017, we had net operating loss carryforwards of $798.5 million, including $168.4 million of foreign net operating loss carryforwards. A substantial portion of these net operating loss carryforwards will begin to expire in 2029. As of December 31, 2017, we have tax credit carryforwards of $126.2 million and $84.0 million for federal and state income tax purposes, respectively. If not utilized, the federal tax credit carryforwards will begin to expire in 2026 and the state tax credit carryforwards will begin to expire in 2018.
As of December 31, 2017, we had undistributed earnings attributable to foreign subsidiaries for which no provision for U.S. income taxes or foreign withholding taxes has been made because it is expected that such earnings will be reinvested outside the U.S. indefinitely. It is not practicable to determine the amount of the unrecognized deferred tax liability at this time.
F-38
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Accounting for the U.S. Tax Cuts and Jobs Act
The Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was enacted in December 2017 and has significantly impacted our effective tax rate and the tax benefit calculated for the year ended December 31, 2017. We have provisionally recorded a benefit of $303.5 million to reflect the change in the value of our deferred tax assets and liabilities resulting from the change in the federal corporate tax rate from 35% to 21%. This amount includes a provisional estimate of zero related to valuation allowances on foreign tax credit carryovers. In order to complete this analysis, we must refine our forecast of qualifying foreign source income under the 2017 Tax Act including the effects of the new foreign-derived intangible income provisions. We will account for the effects, if any, of the global intangible low-taxed income provisions (“GILTI”) of the 2017 Tax Act as incurred. We also have recorded a provisional estimate of zero related to the tax on deemed mandatory repatriation of our unrepatriated foreign earnings. We are gathering more detailed historical financial information from our non-consolidated foreign affiliates in order to complete our analysis of the impacts of the 2017 Tax Act on our financial position and operating results.
Due to the timing of the enactment and the complexity involved in applying the provisions of the 2017 Tax Act, we made reasonable estimates of the effects and recorded provisional amounts in our financial statements for the year ended December 31, 2017. As we collect and prepare necessary data, and interpret the 2017 Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS or other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustment may materially impact the provision for income taxes and the effective tax rate in the period in which the adjustments are made.
Accounting for Uncertainty in Income Taxes
In addition to filing U.S. federal income tax returns, we file income tax returns in all states that impose an income tax. As of December 31, 2017, we are not currently under a U.S. federal income tax examination, however, the IRS can perform tax examination as early as tax year 2008. We are also subject to frequent state income tax audits and have open state examinations in years as early as 2008. We also file income tax returns in the United Kingdom, Brazil, India and a number of other foreign jurisdictions. We generally are open to income tax examination in these foreign jurisdictions for taxable years beginning in 2003. As of December 31, 2017, we are currently being audited by the Indian tax authorities for fiscal years 2003 through 2012. We have no other on-going significant income tax examinations in process in our foreign jurisdictions.
A reconciliation of the beginning and ending amount of unrecognized income tax benefits is as follows:
| For the Years Ended December 31, | ||||||||||||
| Unrecognized tax benefit | 2017 | 2016 | 2015 | |||||||||
| (In thousands) | ||||||||||||
| Balance as of beginning of period | $ | 63,502 | $ | 62,366 | $ | 44,839 | ||||||
| Additions based on tax positions related to the current year | 1,116 | 2,132 | 11,748 | |||||||||
| Additions based on tax positions related to prior years | 258 | 3 | 5,779 | |||||||||
| Reductions based on tax positions related to prior years | (852 | ) | (734 | ) | — | |||||||
| Reductions based on tax settlements | — | (265 | ) | — | ||||||||
| Reductions based on expirations of statute of limitations | (728 | ) | — | — | ||||||||
| Balance as of end of period | $ | 63,296 | $ | 63,502 | $ | 62,366 |
As of December 31, 2017, we had $63.3 million of unrecognized income tax benefits, all of which, if recognized, would affect our effective tax rate. As of December 31, 2016, we had $63.5 million of unrecognized income tax benefits, all of which, if recognized, would affect our effective tax rate. We do not believe that the total amount of unrecognized income tax benefits will significantly increase or decrease within the next twelve months due to the lapse of statute of limitations or settlement with tax authorities.
For the years ended December 31, 2017, 2016 and 2015, our income tax provision included an insignificant amount of interest and penalties.
F-39
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Estimates of our uncertain tax positions are made based upon prior experience and are updated in light of changes in facts and circumstances. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities which could be materially different from these estimates. In such an event, we will record additional income tax provision or benefit in the period in which such resolution occurs.
Note 13. Stockholders’ Equity
Preferred Stock
Our board of directors is authorized to divide the preferred stock into series and, with respect to each series, to determine the preferences and rights and the qualifications, limitations or restrictions of the series, including the dividend rights, conversion rights, voting rights, redemption rights and terms, liquidation preferences, sinking fund provisions, the number of shares constituting the series, and the designation of such series. Our board of directors may, without stockholder approval, issue additional preferred stock of existing or new series with voting and other rights that could adversely affect the voting power of the holders of common stock and could have certain anti-takeover effects.
In February 2014, our board of directors authorized 13,000,000 shares of Hughes Retail Preferred Tracking Stock with a par value of $0.001 per share, of which 6,290,499 shares were issued to DISH Network on March 1, 2014. Following consummation of the Share Exchange on February 28, 2017, the Hughes Retail Preferred Tracking Stock was retired and is no longer outstanding and all agreements, arrangements and policy statements with respect to such tracking stock terminated and are of no further effect. See Note 19 for additional information about the Share Exchange.
Common Stock
Our Class A, Class B, and Class C common stock are equivalent except for voting rights. Holders of Class A and Class C common stock are entitled to one vote per share and holders of Class B common stock are entitled to 10 votes per share. Upon a change in control of the Company, each holder of outstanding shares of Class C common stock is entitled to 10 votes for each share of Class C common stock held. Each share of Class B and Class C common stock is convertible, at the option of the holder, into one share of Class A common stock. Our principal stockholder and certain trusts established by him for the benefit of his family own all outstanding Class B common stock. There are no shares of Class C common stock outstanding.
Any holder of Class D common stock is not entitled to a vote on any matter or to convert the shares of Class D common stock into any other class of common stock. There are no shares of Class D common stock outstanding.
Each share of common stock is entitled to receive its pro rata share, based upon the number of shares of common stock held, of dividends and distributions upon liquidation.
Common Stock Repurchase Program
Pursuant to a stock repurchase program approved by our board of directors, we are authorized to repurchase up to $500.0 million of our outstanding shares of Class A common stock through and including December 31, 2018. For the years ended December 31, 2017, 2016 and 2015, we did not repurchase any common stock under this program.
Note 14. Employee Benefit Plans
Employee Stock Purchase Plan
We have an employee stock purchase plan (the “ESPP”), under which we are authorized to issue 5.0 million shares of Class A common stock. As of December 31, 2017, we had 2.7 million shares of Class A common stock which remain available for issuance under the ESPP. Substantially all full-time employees are eligible to participate in the ESPP. Employee stock purchases are made through payroll deductions. Under the terms of the ESPP, each employee’s deductions are limited so that the maximum they may purchase under the ESPP is $25,000 in fair value of Class A common stock per year. Stock purchases are made on the last business day of each calendar quarter at 85.0% of the closing price of the Class A common stock on that date. For the years ended December 31, 2017, 2016 and 2015, employee purchases of Class A common stock through the ESPP totaled approximately 176,000 shares, 227,000 shares and 228,000 shares, respectively.
F-40
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
401(k) Employee Savings Plans
Under the EchoStar 401(k) Plan (“the Plan”), eligible employees are entitled to contribute up to 75.0% of their eligible compensation subject to the maximum contribution limit provided by the Internal Revenue Code of 1986, as amended (the “Code”). Eligible employees have the option to contribute up to 75% of their eligible compensation on a pre-tax and/or after-tax basis subject to the Code limits. All employee contributions to the Plan are immediately vested. The Company matches 50 cents on the dollar for the first 6.0% of each employee’s salary contributions to the Plan for a total of 3.0% match on a pre-tax basis up to a maximum of $7,500 annually. The Company match is calculated each pay period there is an employee contribution. In addition, the Company may make an annual discretionary contribution to the 401(k) plan to be made in cash or our stock. Company contributions under the Plan vest at 20.0% per year and are 100.0% vested after an eligible employee has completed five years of employment. Forfeitures of unvested participant balances may be used to fund matching and discretionary contributions.
During the years ended December 31, 2017, 2016 and 2015, we recognized matching contributions, net of forfeitures, of $5.1 million, $5.9 million and $5.6 million, respectively, and made discretionary contributions of shares of our Class A common stock, net of forfeitures, with a fair value of $6.7 million, $8.0 million and $7.7 million, respectively (approximately 130,000, 210,500 and 151,000 shares, respectively), to the Plan.
Note 15. Stock-Based Compensation
Stock Incentive Plans
We maintain stock incentive plans to attract and retain officers, directors and employees. Stock awards under these plans may include both performance-based and non-performance based stock incentives. As of December 31, 2017, we had outstanding under these plans, stock options to acquire approximately 5.0 million shares of our Class A common stock. Stock options granted prior to December 31, 2017 were granted with exercise prices equal to or greater than the market value of our Class A common stock at the date of grant and generally with a maximum term of ten years for our officers and employees and five years for our non-employee directors. While generally we issue stock awards subject to vesting, typically over three to five years, some stock awards have been granted with immediate or longer vesting and other stock awards vest also or only upon the achievement of certain performance objectives. Under these plans, we grant to certain of our employees awards of fully vested shares of Class A common stock under our Employee Innovator Recognition Program, which is available to all of our eligible employees. As of December 31, 2017, we had 8.1 million shares of our Class A common stock available for future grant under our stock incentive plans.
Exercise prices for stock options outstanding and exercisable as of December 31, 2017 are as follows:
| Options Outstanding | Options Exercisable | |||||||||||||||||
| Price Range | Number Outstanding as of December 31, 2017 | Weighted- Average Remaining Contractual Term (In Years) | Weighted- Average Exercise Price | Number Exercisable as of December 31, 2017 | Weighted- Average Remaining Contractual Term (In Years) | Weighted- Average Exercise Price | ||||||||||||
| $0.00 - $20.00 | 57,359 | 3 | $ | 18.63 | 57,359 | 3 | $ | 18.63 | ||||||||||
| $20.01 - $25.00 | 438,614 | 2 | $ | 20.18 | 438,614 | 2 | $ | 20.18 | ||||||||||
| $25.01 - $30.00 | 10,210 | 2 | $ | 27.95 | 10,210 | 2 | $ | 27.95 | ||||||||||
| $30.01 - $35.00 | 352,500 | 5 | $ | 34.22 | 352,500 | 5 | $ | 34.22 | ||||||||||
| $35.01 - $40.00 | 2,019,000 | 5 | $ | 38.20 | 1,643,000 | 4 | $ | 38.03 | ||||||||||
| $40.01 - $45.00 | 254,000 | 8 | $ | 43.93 | 33,200 | 8 | $ | 43.93 | ||||||||||
| $45.01 - $50.00 | 807,173 | 7 | $ | 47.57 | 428,773 | 6 | $ | 47.68 | ||||||||||
| $50.01 - $55.00 | 354,900 | 7 | $ | 51.98 | 150,000 | 7 | $ | 52.05 | ||||||||||
| $55.01 - $60.00 | 595,000 | 9 | $ | 56.95 | 10,000 | 4 | $ | 56.95 | ||||||||||
| $60.01 and over | 62,500 | 8 | $ | 60.70 | 20,000 | 5 | $ | 60.70 | ||||||||||
| 4,951,256 | 6 | $ | 41.42 | 3,143,656 | 4 | $ | 36.98 |
F-41
ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Stock Award Activity
Our stock option activity was as follows:
| For the Years Ended December 31, | |||||||||||||||||||||
| 2017 | 2016 | 2015 | |||||||||||||||||||
| Options | Weighted- Average Exercise Price | Options | Weighted- Average Exercise Price | Options | Weighted- Average Exercise Price | ||||||||||||||||
| Total options outstanding, beginning of period | 5,968,763 | $ | 39.30 | 5,893,241 | $ | 38.38 | 6,669,614 | $ | 34.02 | ||||||||||||
| Granted (1) | 1,262,500 | $ | 57.12 | 732,000 | $ | 41.86 | 929,000 | $ | 51.59 | ||||||||||||
| Exercised | (1,018,507 | ) | $ | 35.84 | (453,182 | ) | $ | 28.83 | (894,071 | ) | $ | 27.78 | |||||||||
| Forfeited and canceled (1) | (1,261,500 | ) | $ | 51.63 | (203,296 | ) | $ | 45.15 | (811,302 | ) | $ | 29.45 | |||||||||
| Total options outstanding, end of period | 4,951,256 | $ | 41.42 | 5,968,763 | $ | 39.30 | 5,893,241 | $ | 38.38 | ||||||||||||
| Exercisable at end of period | 3,143,656 | $ | 36.98 | 3,551,063 | $ | 35.40 | 3,082,241 | $ | 32.61 |
(1) On April 1, 2017, we granted to Mr. Ergen, our Chairman, an option to purchase 1.1 million shares of Class A common stock. On April 24, 2017, Mr. Ergen voluntarily forfeited a portion of the option covering 600,000 shares and we canceled such forfeited portion of the option.
We realized total tax benefits from stock options exercised of $3.1 million, $2.0 million and $6.1 million for the years ended December 31, 2017, 2016 and 2015, respectively. The aggregate intrinsic value of our stock options exercised was $19.6 million, $7.9 million and $14.7 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Our restricted stock unit activity was as follows:
| For the Years Ended December 31, | |||||||||||||||||||||
| 2017 | 2016 | 2015 | |||||||||||||||||||
| Restricted Stock Units | Weighted- Average Grant Date Fair Value | Restricted Stock Units | Weighted- Average Grant Date Fair Value | Restricted Stock Units | Weighted- Average Grant Date Fair Value | ||||||||||||||||
| Total restricted stock units outstanding, beginning of period | 6,667 | $ | 34.22 | 57,328 | $ | 42.31 | 96,768 | $ | 29.29 | ||||||||||||
| Granted | — | $ | — | — | $ | — | 100,000 | $ | 50.00 | ||||||||||||
| Vested | (6,667 | ) | $ | 34.22 | (50,661 | ) | $ | 43.38 | (83,992 | ) | $ | 45.72 | |||||||||
| Forfeited and canceled | — | $ | — | — | $ | — | (55,448 | ) | $ | 27.01 | |||||||||||
| Total restricted stock units outstanding, end of period | — | $ | — | 6,667 | $ | 34.22 | 57,328 | $ | 42.31 | ||||||||||||
| Restricted Performance Units outstanding, end of period | — | $ | — | — | $ | — | 33,334 | $ | 50.00 |
The total fair value of restricted stock units vested was $0.2 million, $2.2 million and $3.8 million for the years ended December 31, 2017, 2016 and 2015, respectively.
In 2015, we granted 100,000 restricted stock units (“RSUs”). The RSUs vested based on the attainment of certain quarterly company performance criteria for the second, third and fourth quarters of 2015. In 2015, 66,666 of the RSUs vested and in February 2016 the remaining 33,334 RSUs vested.
Stock-Based Compensation
Total non-cash, stock-based compensation expense for all of our employees is shown in the following table for the years ended December 31, 2017, 2016 and 2015 and was assigned to the same expense categories as the base compensation for such employees:
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| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands) | ||||||||||||
| Research and development expenses | $ | 1,010 | $ | 1,046 | $ | 1,420 | ||||||
| Selling, general and administrative expenses | 10,630 | 9,865 | 15,707 | |||||||||
| Total stock-based compensation | $ | 11,640 | $ | 10,911 | $ | 17,127 |
The income tax benefits related to stock-based compensation expense was $3.9 million, $3.7 million and $8.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, total unrecognized stock-based compensation cost, net of estimated forfeitures, related to our unvested stock awards was $20.2 million. This amount is based on an estimated future forfeiture rate of approximately 2.0% per year and will be recognized over a weighted-average period of approximately two years.
Valuation of Stock Options
The fair value of each stock option granted for the years ended December 31, 2017, 2016 and 2015 was estimated at the date of the grant using a Black-Scholes option valuation model. The estimated grant-date fair values and related assumptions were as follows:
| For the Years Ended December 31, | ||||||
| Assumptions: | 2017 | 2016 | 2015 | |||
| Risk-free interest rate | 1.98% - 2.05% | 1.10% - 1.87% | 1.38% - 1.80% | |||
| Volatility factor | 24.20% - 26.69% | 27.22% - 27.37% | 27.16% - 27.85% | |||
| Expected term of options in years | 5.7 - 5.8 | 5.7 - 5.8 | 5.3 - 5.4 | |||
| Weighted-average grant-date fair value | $15.25 - $16.49 | $11.15 - $12.49 | $12.25 - $15.05 |
We do not currently intend to pay dividends on our common stock and accordingly, the dividend yield used in the Black-Scholes option valuation model was assumed to be zero for all periods. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded stock options which have no vesting restrictions and are fully transferable. Consequently, our estimate of fair value may differ from that determined using other valuation models. Further, the Black-Scholes option valuation model requires the input of subjective assumptions. Changes in the subjective input assumptions can materially affect the fair value estimate.
Based on the closing market price of our Class A common stock on December 31, 2017, the aggregate intrinsic value of our stock options was $91.5 million for options outstanding and $72.1 million for options exercisable as of December 31, 2017.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Note 16**. Commitments and Contingencies**
Commitments
The following table summarizes our contractual obligations at December 31, 2017:
| Payments Due in the Year Ending December 31, | ||||||||||||||||||||||||||||
| Total | 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | ||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||
| Long-term debt | $ | 3,390,000 | $ | — | $ | 990,000 | $ | — | $ | 900,000 | $ | — | $ | 1,500,000 | ||||||||||||||
| Capital lease obligations | 269,701 | 40,631 | 40,740 | 45,096 | 46,450 | 31,985 | 64,799 | |||||||||||||||||||||
| Interest on long-term debt and capital lease obligations | 1,235,317 | 248,840 | 212,466 | 175,899 | 136,730 | 98,282 | 363,100 | |||||||||||||||||||||
| Satellite-related obligations | 923,910 | 342,065 | 139,312 | 111,662 | 57,691 | 124,411 | 148,769 | |||||||||||||||||||||
| Operating lease obligations | 84,944 | 15,423 | 14,385 | 14,089 | 11,547 | 7,588 | 21,912 | |||||||||||||||||||||
| Total | $ | 5,903,872 | $ | 646,959 | $ | 1,396,903 | $ | 346,746 | $ | 1,152,418 | $ | 262,266 | $ | 2,098,580 |
“Satellite-related obligations” primarily include payments pursuant to agreements for the construction of the EchoStar XXIV satellite; payments pursuant to launch services contracts and regulatory authorizations; executory costs for our capital lease satellites; costs under satellite service agreements; and in-orbit incentives relating to certain satellites; as well as commitments for long-term satellite operating leases and satellite service arrangements. We incurred satellite-related expenses of $139.9 million, $144.2 million and $212.5 million for the years ended December 31, 2017, 2016 and 2015, respectively.
The table above does not include amounts related to deferred tax liabilities, unrecognized tax positions and certain other amounts recorded in our noncurrent liabilities as the timing of any payments is uncertain. The table also excludes long-term deferred revenue and other long-term liabilities that do not require future cash payments.
In certain circumstances, the dates on which we are obligated to pay our contractual obligations could change.
Rent Expense
For the years ended December 31, 2017, 2016 and 2015, we recorded $29.8 million, $21.1 million and $17.9 million, respectively, of operating lease expense relating to the leases of office space, equipment, and other facilities.
Contingencies
Patents and Intellectual Property
Many entities, including some of our competitors, have or may in the future obtain patents and other intellectual property rights that cover or affect products or services directly or indirectly related to those that we offer. We may not be aware of all patents and other intellectual property rights that our products and services may potentially infringe. Damages in patent infringement cases can be substantial, and in certain circumstances can be trebled. Further, we cannot estimate the extent to which we may be required in the future to obtain licenses with respect to intellectual property rights held by others and the availability and cost of any such licenses. Various parties have asserted patent and other intellectual property rights with respect to our products and services. We cannot be certain that these persons do not own the rights they claim, that these rights are not valid or that our products and services do not infringe on these rights. Further, we cannot be certain that we would be able to obtain licenses from these persons on commercially reasonable terms or, if we were unable to obtain such licenses, that we would be able to redesign our products and services to avoid infringement.
Separation Agreement; Share Exchange
In connection with the Spin-off, we entered into a separation agreement with DISH Network that provides, among other things, for the division of certain liabilities, including liabilities resulting from litigation. Under the terms of the separation agreement, we assumed certain liabilities that relate to our business, including certain designated liabilities for acts or omissions that
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
occurred prior to the Spin-off. Certain specific provisions govern intellectual property related claims under which, generally, we will only be liable for our acts or omissions following the Spin-off and DISH Network will indemnify us for any liabilities or damages resulting from intellectual property claims relating to the period prior to the Spin-off, as well as DISH Network’s acts or omissions following the Spin-off. Additionally, in connection with the Share Exchange, we entered into the Share Exchange Agreement and other agreements which provide, among other things, for the division of certain liabilities, including liabilities relating to taxes, intellectual property and employees and liabilities resulting from litigation and the assumption of certain liabilities that relate to the transferred businesses and assets. These agreements also contain additional indemnification provisions between us and DISH Network for certain pre-existing liabilities and legal proceedings.
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/or 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. We record an accrual for litigation and other loss contingencies when we determine that a loss is probable and the amount of the loss can be reasonably estimated. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made. There can be no assurance that legal proceedings against us will be resolved in amounts that will not differ from the amounts of our recorded accruals. Legal fees and other costs of defending litigation are charged to expense as incurred.
For certain cases described below, management is unable to predict with any degree of certainty the outcome or 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 or specified; (iii) damages are unsupported, indeterminate and/or exaggerated in management’s opinion; (iv) there is uncertainty as to the outcome of pending trials, 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 are involved (as with many patent-related cases). Except as described below, for these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material effect on our financial condition, operating results or cash flows, though there is no assurance that the resolution and outcomes of these proceedings, individually or in the aggregate, will not be material to our financial condition, operating results or cash flows for any particular period, depending, in part, upon the operating results for such period.
We intend to vigorously defend the proceedings against us. In the event that a court or jury ultimately rules against us, we may be subject to adverse consequences, including, without limitation, substantial damages, which may include treble damages, fines, penalties, compensatory damages and/or other equitable or injunctive relief that could require us to materially modify our business operations or certain products or services that we offer to our consumers.
Elbit
On January 23, 2015, Elbit Systems Land and C4I LTD and Elbit Systems of America Ltd. (together referred to as “Elbit”) filed a complaint against our subsidiary Hughes Network Systems, L.L.C. (“HNS”), as well as against Black Elk Energy Offshore Operations, LLC, Bluetide Communications, Inc. and Helm Hotels Group, in the United States District Court for the Eastern District of Texas, alleging infringement of United States Patent Nos. 6,240,073 (the “073 patent”) and 7,245,874 (“874 patent”). The 073 patent is entitled “Reverse Link for a Satellite Communication Network” and the 874 patent is entitled “Infrastructure for Telephony Network.” Elbit alleges that the 073 patent is infringed by broadband satellite systems that practice the Internet Protocol Over Satellite standard. Elbit alleges that the 874 patent is infringed by the manufacture and sale of broadband satellite systems that provide cellular backhaul service via connections to E1 or T1 interfaces at cellular backhaul base stations. On April 2, 2015, Elbit filed an amended complaint removing Helm Hotels Group as a defendant, but making similar allegations against a new defendant, Country Home Investments, Inc. On November 3 and 4, 2015, and January 22, 2016, the defendants filed petitions before the United States Patent and Trademark Office challenging the validity of the patents in suit, which the Patent and Trademark Office subsequently declined to institute. On April 13, 2016, the defendants answered Elbit’s complaint. At Elbit’s request, on June 26, 2017, the court dismissed Elbit’s claims of infringement against all parties other than HNS. Trial commenced on July 31, 2017. On August 7, 2017, the jury returned a verdict that the 073 patent was valid and infringed, and awarded Elbit approximately $21.1 million. As a result of interest, costs and unit sales through the 073 patent’s expiration in November 2017, we estimate the jury verdict could result in a judgment of approximately $27 million if not overturned or modified by post-trial motions or appeals. The jury also found that such infringement of the 073 patent was not
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
willful and that the 874 patent was not infringed. HNS intends to vigorously pursue its post-trial rights, including appeals. We cannot predict with certainty the outcome of any post-trial motions or appeals. For the twelve months ended December 31, 2017, we have recorded an accrual of $2.5 million with respect to this liability. Any eventual payments made with respect to the ultimate outcome of this matter may be different from our accruals and such differences could be significant.
Michael Heskiaoff, Marc Langenohl, and Rafael Mann
On July 10, 2015, Messrs. Michael Heskiaoff and Marc Langenohl, purportedly on behalf of themselves and all others similarly situated, filed suit against our now former subsidiary Sling Media, Inc. in the United States District Court for the Southern District of New York. The complaint alleges that Sling Media Inc.’s display of advertising to its customers violates a number of state statutes dealing with consumer deception. On September 25, 2015, the plaintiffs filed an amended complaint, and Mr. Rafael Mann, purportedly on behalf of himself and all others similarly situated, filed an additional complaint alleging similar causes of action. On November 16, 2015, the cases were consolidated. On August 12, 2016, the Court dismissed the consolidated case due to plaintiffs’ failure to state a claim. On September 12, 2016, the plaintiffs moved the Court for leave to file an amended complaint, which the Court denied on March 22, 2017. On April 17, 2017, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit. On November 22, 2017, the United States Court of Appeals for the Second Circuit affirmed the ruling of the United States District Court for the Southern District of New York, and the matter is now concluded.
Realtime Data LLC
On May 8, 2015, Realtime Data LLC (“Realtime”) filed suit against EchoStar Corporation and our subsidiary HNS in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent Nos. 7,378,992 (the “992 patent”), entitled “Content Independent Data Compression Method and System”; 7,415,530 (the “530 patent”), entitled “System and Methods for Accelerated Data Storage and Retrieval”; and 8,643,513 (the “513 patent”), entitled “Data Compression System and Methods.” On September 14, 2015, Realtime amended its complaint, additionally alleging infringement of United States Patent No. 9,116,908 (the “908 patent”), entitled “System and Methods for Accelerated Data Storage and Retrieval.” Realtime generally alleges that the asserted patents are infringed by certain HNS data compression products and services. Over April 29, 2016 and May 5, 2016, the defendants filed petitions before the United States Patent and Trademark Office (“USPTO”) challenging the validity of the asserted patents. The USPTO instituted proceedings on each of those petitions. The USPTO invalidated the asserted claims of the 513 patent, but Realtime is still asserting this patent against us and may appeal this ruling. Realtime is no longer asserting the 992 patent against us and additionally, the USPTO invalidated the claims of the 992 patent that had been asserted against us. The USPTO is still reviewing the 530 patent; however, two of the four claims from that patent asserted against us were invalidated in a separate litigation between Realtime and a third party, which Realtime may appeal. The USPTO did not invalidate the asserted claims of the 908 patent, but a third party has challenged these claims in a separate proceeding before the USPTO. On February 14, 2017, Realtime filed a second suit against EchoStar Corporation and our subsidiary HNS in the same District Court, alleging infringement of four additional United States Patents, Nos. 7,358,867 (the “867 patent”), entitled “Content Independent Data Compression Method and System;” 8,502,707 (the “707 patent”), entitled “Data Compression Systems and Methods;” 8,717,204 (the “204 patent”), entitled “Methods for Encoding and Decoding Data;” and 9,054,728 (the “728 patent”), entitled “Data Compression System and Methods.” On June 6, 2017, Realtime filed an amended complaint, adding claims of infringement against EchoStar Technologies, L.L.C., a wholly-owned subsidiary of DISH, DISH, DISH Network L.L.C., Sling TV L.L.C., Sling Media L.L.C., and Arris Group, Inc., as well as additionally alleging infringement of United States Patent No. 8,553,759 (the “759 patent”), entitled “Bandwidth Sensitive Data Compression and Decompression.” The cases were consolidated and no trial date has been set. On July 20, 2017, the claims against the newly added parties, with the exception of EchoStar Technologies, L.L.C., were severed into a separate case. On September 1, 2017, EchoStar Technologies, L.L.C. was dismissed from the case. On October 10, 2017, Realtime informed us that it is not pursuing the 759 patent against us. In response to petitions filed by third parties, the USPTO has instituted proceedings regarding the validity of all but one asserted claim of the 867 patent, all but one asserted claim of the 728 patent, and all asserted claims of the 204 patent. Additional third party petitions challenging the validity of all claims asserted in the 204 and 728 patents are awaiting institution decisions. On February 13, 2018 we filed petitions before the USPTO challenging the validity of all claims asserted against us from the 707 and 204 patents, as well as the one asserted claim of the 728 patent for which the USPTO has not yet instituted a proceeding. These petitions are also awaiting institution decisions. Trial is scheduled for January 21, 2019. Realtime is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Shareholder Derivative Litigation
On December 5, 2012, Greg Jacobi, purporting to sue derivatively on behalf of EchoStar Corporation, filed suit (the “Jacobi Litigation”) against Charles W. Ergen, Michael T. Dugan, R. Stanton Dodge, Tom A. Ortolf, C. Michael Schroeder, Joseph P. Clayton, David K. Moskowitz, and EchoStar Corporation in the United States District Court for the District of Nevada. The complaint alleges that a March 2011 attempted grant of 1.5 million stock options to Charles Ergen breached defendants’ fiduciary duties, resulted in unjust enrichment, and constituted a waste of corporate assets.
On December 18, 2012, Chester County Employees’ Retirement Fund, derivatively on behalf of EchoStar Corporation, filed a suit (the “Chester County Litigation”) against Charles W. Ergen, Michael T. Dugan, R. Stanton Dodge, Tom A. Ortolf, C. Michael Schroeder, Anthony M. Federico, Pradman P. Kaul, Joseph P. Clayton, and EchoStar Corporation in the United States District Court for the District of Colorado. The complaint similarly alleges that the March 2011 attempted grant of 1.5 million stock options to Charles Ergen breached defendants’ fiduciary duties, resulted in unjust enrichment, and constituted a waste of corporate assets.
On February 22, 2013, the Chester County Litigation was transferred to the District of Nevada, and on April 3, 2013, the Chester County Litigation was consolidated into the Jacobi Litigation. On March 30, 2015, the Court dismissed the Jacobi Litigation, with leave for Jacobi to amend his complaint. On April 20, 2015, Jacobi filed an amended complaint. On March 17, 2016, the Court dismissed the amended complaint. On July 31, 2017, a motion from the Chester County Employee’s Retirement Fund seeking attorneys’ fees and expenses was denied. Jacobi appealed the amended complaint’s dismissal to the United States Court of Appeals for the Ninth Circuit. On October 9, 2017, Jacobi agreed to dismiss its appeal, with each party bearing its own costs. Accordingly, on October 10, 2017 the Court of Appeals granted a stipulated motion to voluntarily dismiss Jacobi’s appeal, and on October 17, 2017, the District Court entered the Court of Appeal’s mandate. The Chester County and Jacobi matters are now concluded.
Other
In addition to the above actions, we are subject to various other legal proceedings and claims, which arise in the ordinary course of our business. As part of our ongoing operations, the Company is subject to various inspections, audits, inquiries, investigations and similar actions by third parties, as well as by governmental/regulatory authorities responsible for enforcing the laws and regulations to which the Company may be subject. Further, under the federal False Claims Act, private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the federal government. Some states have adopted similar state whistleblower and false claims provisions. In addition, the Company from time to time receives inquiries from federal, state and foreign agencies regarding compliance with various laws and regulations.
In our opinion, the amount of ultimate liability with respect to any of these other actions is unlikely to materially affect our financial position, results of operations or cash flows, though the resolutions and outcomes, individually or in the aggregate, could be material to our financial position, operating results or cash flows for any particular period, depending, in part, upon the operating results for such period.
The Company indemnifies its directors, officers and employees for certain liabilities that might arise from the performance of their responsibilities for the Company. Additionally, in the normal course of its business, the Company enters into contracts pursuant to which the Company may make a variety of representations and warranties and indemnify the counterparty for certain losses. The Company’s possible exposure under these arrangements cannot be reasonably estimated as this involves the resolution of claims made, or future claims that may be made, against the Company or its officers, directors or employees, the outcomes of which are unknown and not currently predictable or estimable.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Note 17**. Segment Reporting**
Operating segments are business components of an enterprise for which separate financial information is available and regularly evaluated by the chief operating decision maker (“CODM”), who for EchoStar is the Company’s Chief Executive Officer. Prior to March 2017, we operated in three primary business segments, Hughes, EchoStar Technologies and ESS. Following consummation of the Share Exchange described in Notes 1, 3 and 19 of these consolidated financial statements, we no longer operate the EchoStar Technologies business segment. The primary measure of segment profitability that is reported regularly to our CODM is earnings before interest, taxes, depreciation and amortization, or EBITDA. Effective in March 2017, we also changed our overhead allocation methodology to reflect how the CODM evaluates our segments. Historically, the costs of all corporate functions were included on an allocated basis in each of the business segments’ EBITDA. Under the revised allocation methodology, these costs are now reported and analyzed as part of “Corporate and Other” (previously “All Other and Eliminations”). Our prior period segment EBITDA disclosures have been restated to reflect this change.
As of March 2017, our two primary business segments are Hughes and ESS, as described in Note 1 of these consolidated financial statements.
Our operations also include various corporate departments (primarily Executive, Strategic Development, Human Resources, IT, Finance, Real Estate and Legal) as well as other activities that have not been assigned to our operating segments, including costs incurred in certain satellite development programs and other business development activities, our centralized treasury operations, and gains (losses) from certain of our investments. Costs and income associated with these departments and activities are accounted for in the “Corporate and Other” column in the table below or in the reconciliation of EBITDA below.
Transactions between segments were not significant for the years ended December 31, 2017, 2016 and 2015. Total assets by segment have not been reported herein because the information is not provided to our CODM on a regular basis.
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The following table presents revenue, EBITDA, and capital expenditures for each of our operating segments:
| Hughes | EchoStar Satellite Services | Corporate and Other | Consolidated Total | |||||||||||||
| (In thousands) | ||||||||||||||||
| For The Year Ended December 31, 2017 | ||||||||||||||||
| External revenue | $ | 1,476,131 | $ | 390,831 | $ | 18,546 | $ | 1,885,508 | ||||||||
| Intersegment revenue | $ | 1,787 | $ | 1,413 | $ | (3,200 | ) | $ | — | |||||||
| Total revenue | $ | 1,477,918 | $ | 392,244 | $ | 15,346 | $ | 1,885,508 | ||||||||
| EBITDA | $ | 475,222 | $ | 315,285 | $ | 4,070 | $ | 794,577 | ||||||||
| Capital expenditures (1) | $ | 376,502 | $ | 20,725 | $ | 169,157 | $ | 566,384 | ||||||||
| For The Year Ended December 31, 2016 | ||||||||||||||||
| External revenue | $ | 1,389,152 | $ | 406,970 | $ | 14,344 | $ | 1,810,466 | ||||||||
| Intersegment revenue | $ | 3,209 | $ | 690 | $ | (3,899 | ) | $ | — | |||||||
| Total revenue | $ | 1,392,361 | $ | 407,660 | $ | 10,445 | $ | 1,810,466 | ||||||||
| EBITDA | $ | 477,165 | $ | 341,516 | $ | (67,676 | ) | $ | 751,005 | |||||||
| Capital expenditures (1) | $ | 322,362 | $ | 58,925 | $ | 247,223 | $ | 628,510 | ||||||||
| For The Year Ended December 31, 2015 | ||||||||||||||||
| External revenue | $ | 1,344,945 | $ | 489,842 | $ | 14,070 | $ | 1,848,857 | ||||||||
| Intersegment revenue | $ | 2,395 | $ | 749 | $ | (3,144 | ) | $ | — | |||||||
| Total revenue | $ | 1,347,340 | $ | 490,591 | $ | 10,926 | $ | 1,848,857 | ||||||||
| EBITDA | $ | 444,342 | $ | 414,727 | $ | (143,330 | ) | $ | 715,739 | |||||||
| Capital expenditures (1) | $ | 285,499 | $ | 101,215 | $ | 266,213 | $ | 652,927 |
| (1) | Capital expenditures are net of refunds and other receipts related to capital expenditures and exclude capital expenditures from discontinued operations of $12.5 million, $69.7 million and $50.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
The following table reconciles total consolidated EBITDA to reported “Income from continuing operations before income taxes” in our consolidated statements of operations:
| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands) | ||||||||||||
| EBITDA | $ | 794,577 | $ | 751,005 | $ | 715,739 | ||||||
| Interest income and expense, net | (172,621 | ) | (102,237 | ) | (111,607 | ) | ||||||
| Depreciation and amortization | (522,190 | ) | (432,904 | ) | (460,819 | ) | ||||||
| Net income (loss) attributable to noncontrolling interest in HSS Tracking Stock and other noncontrolling interests | 928 | 762 | (3,986 | ) | ||||||||
| Income from continuing operations before income taxes | $ | 100,694 | $ | 216,626 | $ | 139,327 |
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Geographic Information and Transactions with Major Customers
Geographic Information. Revenue is attributed to geographic regions based upon the location where the goods and services are provided. North America revenue includes transactions with North America customers. All other revenue includes transactions with customers in Asia, Africa, Australia, Europe, South America, and the Middle East. The following table summarizes total long-lived assets and revenue attributed to the North America and other foreign locations.
| As of December 31, | ||||||||
| Long-lived assets: | 2017 | 2016 | ||||||
| (In thousands) | ||||||||
| North America: | ||||||||
| United States | $ | 4,193,432 | $ | 4,214,575 | ||||
| Canada and Mexico | 28,360 | 16,630 | ||||||
| All other | 343,743 | 296,530 | ||||||
| Total long-lived assets | $ | 4,565,535 | $ | 4,527,735 |
| For the Years Ended December 31, | ||||||||||||
| Revenue: | 2017 | 2016 | 2015 | |||||||||
| (In thousands) | ||||||||||||
| North America: | ||||||||||||
| United States | $ | 1,522,421 | $ | 1,480,339 | $ | 1,528,352 | ||||||
| Canada and Mexico | 89,928 | 86,236 | 67,648 | |||||||||
| All other | 273,159 | 243,891 | 252,857 | |||||||||
| Total revenue | $ | 1,885,508 | $ | 1,810,466 | $ | 1,848,857 |
Transactions with Major Customers. For the years ended December 31, 2017, 2016 and 2015, our revenue included sales to one major customer. The following table summarizes sales to this customer and its percentage of total revenue.
| For the Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (In thousands) | ||||||||||||
| Total revenue: | ||||||||||||
| DISH Network: | ||||||||||||
| Hughes segment | $ | 82,625 | $ | 107,300 | $ | 105,181 | ||||||
| EchoStar Satellite Services segment | 344,841 | 349,549 | 423,465 | |||||||||
| Corporate and Other | 18,522 | 15,433 | 14,268 | |||||||||
| Total DISH Network | 445,988 | 472,282 | 542,914 | |||||||||
| All other | 1,439,520 | 1,338,184 | 1,305,943 | |||||||||
| Total revenue | $ | 1,885,508 | $ | 1,810,466 | $ | 1,848,857 | ||||||
| Percentage of total revenue: | ||||||||||||
| DISH Network | 23.7 | % | 26.1 | % | 29.4 | % | ||||||
| All other | 76.3 | % | 73.9 | % | 70.6 | % |
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ECHOSTAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Note 18. Quarterly Financial Data (Unaudited)
Our quarterly results of operations are summarized as follows:
| For the Three Months Ended | ||||||||||||||||
| March 31 | June 30 | September 30 | December 31 (2) | |||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||
| Year Ended December 31, 2017 | ||||||||||||||||
| Total revenue (1) | $ | 433,151 | $ | 465,076 | $ | 481,233 | $ | 506,048 | ||||||||
| Operating income (1) | $ | 51,651 | $ | 45,890 | $ | 56,414 | $ | 42,352 | ||||||||
| Net income | $ | 37,352 | $ | 7,122 | $ | 35,201 | $ | 313,814 | ||||||||
| Net income attributable to EchoStar common stock | $ | 38,924 | $ | 6,940 | $ | 34,669 | $ | 313,237 | ||||||||
| Basic earnings per share | $ | 0.41 | $ | 0.07 | $ | 0.36 | $ | 3.29 | ||||||||
| Diluted earnings per share | $ | 0.41 | $ | 0.07 | $ | 0.36 | $ | 3.23 | ||||||||
| Year Ended December 31, 2016 | ||||||||||||||||
| Total revenue (1) | $ | 431,974 | $ | 442,658 | $ | 460,046 | $ | 475,788 | ||||||||
| Operating income (1) | $ | 65,730 | $ | 75,431 | $ | 76,602 | $ | 78,400 | ||||||||
| Net income | $ | 48,443 | $ | 55,909 | $ | 37,410 | $ | 38,930 | ||||||||
| Net income attributable to EchoStar common stock | $ | 50,674 | $ | 56,133 | $ | 36,644 | $ | 38,222 | ||||||||
| Basic earnings per share | $ | 0.54 | $ | 0.60 | $ | 0.39 | $ | 0.41 | ||||||||
| Diluted earnings per share | $ | 0.54 | $ | 0.60 | $ | 0.39 | $ | 0.40 |
| (1) | As a result of the Share Exchange, the consolidated financial statements of the EchoStar Technologies businesses have been presented as discontinued operations and, as such, have been excluded from the quarterly financial data presented above for all periods presented. See Note 3 in the notes to consolidated financial statements for further discussion of our discontinued operations. |
| (2) | Net income and related per share amounts for the three months ended December 31, 2017 include a discrete income tax benefit of $303.5 million related to the enactment of federal tax legislation in December 2017, a gain of $22.8 million on our trading securities, and an impairment loss of $10.8 million relating to our regulatory authorizations with indefinite lives and certain projects in construction in progress. See Note 12 for additional information relating to the income tax benefit. |
Note 19**. Related Party Transactions**
DISH Network
Following the Spin-off, EchoStar and DISH Network have operated as separate publicly-traded companies. However, prior to the consummation of the Share Exchange on February 28, 2017, DISH Network owned the Tracking Stock representing an aggregate 80.0% economic interest in the residential retail satellite broadband business of our Hughes segment. Following the consummation of the Share Exchange, the Tracking Stock was retired. In addition, a substantial majority of the voting power of the shares of each of EchoStar Corporation and DISH is owned beneficially by Charles W. Ergen, our Chairman, and by certain trusts established by Mr. Ergen for the benefit of his family.
In connection with and following both the Spin-off and the Share Exchange, we and DISH Network entered into certain agreements pursuant to which we obtain certain products, services and rights from DISH Network; DISH Network obtains certain products, services and rights from us; and we and DISH Network indemnify each other against certain liabilities arising from our respective businesses. We also may enter into additional agreements with DISH Network in the future. Generally, the amounts we or DISH Network pay for products and services provided under the agreements are based on cost plus a fixed margin (unless noted differently below), which varies depending on the nature of the products and services provided.
The following is a summary of the terms of our principal agreements with DISH Network that may have an impact on our financial condition and results of operations.
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Equipment revenue — DISH Network
Equipment revenue - DISH Network consists primarily of sales of broadband equipment under the Hughes Broadband Distribution Agreement described below under Services and other revenue — DISH Network.
Services and other revenue — DISH Network
Satellite Services Provided to DISH Network. Since the Spin-off, we have entered into certain satellite service agreements pursuant to which DISH Network receives satellite services on certain satellites owned or leased by us. The fees for the services provided under these satellite service agreements depend, among other things, upon the orbital location of the applicable satellite, the number of transponders that are providing services on the applicable satellite, and the length of the service arrangements. The terms of each service arrangement is set forth below:
EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV. As part of the Satellite and Tracking Stock Transaction described below, in March 2014, we began providing certain satellite services to DISH Network on the EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV satellites. The term of each satellite services agreement generally terminates upon the earlier of: (i) the end of life of the satellite; (ii) the date the satellite fails; or (iii) a certain date, which depends upon, among other things, the estimated useful life of the satellite. DISH Network generally has the option to renew each satellite service agreement on a year-to-year basis through the end of the respective satellite’s life. There can be no assurance that any options to renew such agreements will be exercised. In December 2016, DISH Network renewed the satellite services agreement relative to the EchoStar VII satellite for one year to June 2018. DISH Network has not renewed the agreement relative to the EchoStar VII satellite past such date.
EchoStar IX. Effective January 2008, DISH Network began receiving satellite services from us on the EchoStar IX satellite. Subject to availability, DISH Network generally has the right to continue to receive satellite services from us on the EchoStar IX satellite on a month-to-month basis.
EchoStar XII. DISH Network received satellite services from us on the EchoStar XII satellite. The term of the satellite services agreement expired at the end of September 2017.
EchoStar XVI. In December 2009, we entered into an initial ten-year transponder service agreement with DISH Network, pursuant to which DISH Network has received satellite services from us on the EchoStar XVI satellite since January 2013. Effective December 2012, we and DISH Network amended the transponder service agreement to, among other things, change the initial term to generally expire upon the earlier of: (i) the end-of-life or replacement of the satellite; (ii) the date the satellite fails; (iii) the date the transponder(s) on which service is being provided under the agreement fails; or (iv) four years following the actual service commencement date. In July 2016, we and DISH Network further amended the transponder service agreement to, among other things, extend the initial term by one additional year through January 2018 and to reduce the term of the first renewal option by one year. In May 2017, DISH Network renewed the satellite services agreement relative to the EchoStar XVI satellite for five-years to January 2023. DISH Network has the option to renew for an additional five-year period prior to expiration of the term. There can be no assurance that such option to renew this agreement will be exercised. In the event that DISH Network does not exercise its five-year renewal option, DISH Network has the option to purchase the EchoStar XVI satellite for a certain price. If DISH Network does not elect to purchase the EchoStar XVI satellite at that time, we may sell the EchoStar XVI satellite to a third party and DISH Network is required to pay us a certain amount in the event we are not able to sell the EchoStar XVI satellite for more than a certain amount.
Nimiq 5 Agreement. In September 2009, we entered into a fifteen-year satellite service agreement with Telesat Canada (“Telesat”) to receive service on all 32 DBS transponders on the Nimiq 5 satellite at the 72.7 degree west longitude orbital location (the “Telesat Transponder Agreement”). In September 2009, we also entered into a satellite service agreement (the “DISH Nimiq 5 Agreement”) with DISH Network, pursuant to which DISH Network receives satellite services from us on all 32 of the DBS transponders covered by the Telesat Transponder Agreement.
Under the terms of the DISH Nimiq 5 Agreement, DISH Network makes certain monthly payments to us that commenced in September 2009, when the Nimiq 5 satellite was placed into service, and continue through the service term. Unless earlier terminated under the terms and conditions of the DISH Nimiq 5 Agreement, the service term will expire in October 2019. Upon expiration of the initial term, DISH Network has the option to renew the DISH Nimiq 5 Agreement on a year-
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to-year basis through the end of life of the Nimiq 5 satellite. Upon in-orbit failure or end of life of the Nimiq 5 satellite, and in certain other circumstances, DISH Network has certain rights to receive service from us on a replacement satellite. There can be no assurance that any options to renew the DISH Nimiq 5 Agreement will be exercised or that DISH Network will exercise its option to receive service on a replacement satellite.
QuetzSat-1 Agreement. In November 2008, we entered into a ten-year satellite service agreement with SES Latin America, which provides, among other things, for the provision by SES Latin America to us of service on 32 DBS transponders on the QuetzSat-1 satellite. Concurrently, in 2008, we entered into a transponder service agreement with DISH Network, pursuant to which DISH Network receives satellite services on 24 of the DBS transponders on the QuetzSat-1 satellite. The QuetzSat-1 satellite was launched in September 2011 and was placed into service in November 2011 at the 67.1 degree west longitude orbital location. In February 2013, we and DISH Network entered into an agreement pursuant to which we receive certain satellite services from DISH Network on five DBS transponders on the QuetzSat-1 satellite. In January 2013, the QuetzSat-1 satellite was moved to the 77 degree west longitude orbital location and DISH Network commenced commercial operations at such location in February 2013.
Under the terms of our contractual arrangements with DISH Network, we began to provide service to DISH Network on the QuetzSat-1 satellite in February 2013 and will continue to provide service through the remainder of the service term. Unless extended or earlier terminated under the terms and conditions of our agreement with DISH Network for the QuetzSat-1 satellite, the initial service term will expire in November 2021. Upon expiration of the initial service term, DISH Network has the option to renew the agreement for the QuetzSat-1 satellite on a year-to-year basis through the end of life of the QuetzSat-1 satellite. Upon an in-orbit failure or end of life of the QuetzSat-1 satellite, and in certain other circumstances, DISH Network has certain rights to receive service from us on a replacement satellite. There can be no assurance that any options to renew this agreement will be exercised or that DISH Network will exercise its option to receive service on a replacement satellite.
103 Degree Orbital Location/SES-3. In May 2012, we entered into a spectrum development agreement (the “103 Spectrum Development Agreement”) with Ciel Satellite Holdings Inc. (“Ciel”) to develop certain spectrum rights at the 103 degree west longitude orbital location (the “103 Spectrum Rights”). In June 2013, we and DISH Network entered into a spectrum development agreement (the “DISH 103 Spectrum Development Agreement”) pursuant to which DISH Network may use and develop the 103 Spectrum Rights. Unless earlier terminated under the terms and conditions of the DISH 103 Spectrum Development Agreement, the term generally will continue for the duration of the 103 Spectrum Rights.
In connection with the 103 Spectrum Development Agreement, in May 2012, we also entered into a ten-year service agreement with Ciel pursuant to which we receive certain satellite services from Ciel on the SES-3 satellite at the 103 degree orbital location. In June 2013, we and DISH Network entered into an agreement pursuant to which DISH Network receives certain satellite services from us on the SES-3 satellite (the “DISH 103 Service Agreement”). Under the terms of the DISH 103 Service Agreement, DISH Network makes certain monthly payments to us through the service term. Unless earlier terminated under the terms and conditions of the DISH 103 Service Agreement, the initial service term will expire on the earlier of: (i) the date the SES-3 satellite fails; (ii) the date the transponder(s) on which service was being provided under the agreement fails; or (iii) June 2023. Upon in-orbit failure or end of life of the SES-3 satellite, and in certain other circumstances, DISH Network has certain rights to receive service from us on a replacement satellite. There can be no assurance that DISH Network will exercise its option to receive service on a replacement satellite.
TT&C Agreement. Effective January 2012, we entered into a telemetry, tracking and control (“TT&C”) agreement pursuant to which we provide TT&C services to DISH Network for a period ending in December 2016 (the “TT&C Agreement”). In November 2016, we and DISH Network amended the TT&C Agreement to extend the term for one year through December 2017. In December 2017, we and DISH Network amended the TT&C Agreement to extend the term for one month through January 2018. In January and February 2018, we and DISH Network amended the TT&C Agreement to extend the term through February 2018. The fees for services provided under the TT&C Agreement are calculated at either: (i) a fixed fee or (ii) cost plus a fixed margin, which will vary depending on the nature of the services provided. DISH Network is able to terminate the TT&C Agreement for any reason upon 60 days’ notice.
In connection with the Satellite and Tracking Stock Transaction, in February 2014, we amended the TT&C Agreement to cease the provision of TT&C services to DISH Network for the EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV satellites. Effective March 2014, we provide TT&C services for the D-1 and EchoStar XV satellites; however, for the
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period that we received satellite services on the EchoStar XV satellite from DISH Network, we waived the fees for the TT&C services on the EchoStar XV satellite. Effective August 2016, we provide TT&C services to DISH Network for the EchoStar XVIII satellite.
Real Estate Leases to DISH Network. We have entered into lease agreements pursuant to which DISH Network leases certain real estate from us. The rent on a per square foot basis for each of the leases is comparable to per square foot rental rates of similar commercial property in the same geographic area at the time of the lease, and DISH Network is responsible for its portion of the taxes, insurance, utilities and maintenance of the premises. The term of each of the leases is set forth below:
100 Inverness Lease Agreement. In connection with the Share Exchange, effective March 2017, DISH Network leases from us certain space at 100 Inverness Terrace East, Englewood, Colorado for a period ending in December 2020. This agreement may be terminated by either party upon 180 days’ prior notice. This agreement may be extended by mutual consent, in which case this agreement will be converted to a month-to-month lease agreement. Upon extension, either party has the right to terminate this agreement upon 30 days’ notice.
90 Inverness Lease Agreement. The lease for certain space at 90 Inverness Circle East, Englewood, Colorado was for a period ending in December 2016. In February 2016, DISH Network terminated this lease effective in August 2016.
Meridian Lease Agreement. The lease for all of 9601 S. Meridian Blvd., Englewood, Colorado was for a period ending in December 2016. Effective December 2016, we and DISH Network amended this lease to, among other things, extend the term for one year through December 2017. In December 2017, we and DISH Network further amended this lease to, among other things, extend the term for one year through December 2018. This agreement may be extended by mutual consent, in which case this agreement will be converted to a month-to-month lease agreement. Upon extension, either party has the right to terminate this agreement upon 30 days’ notice.
Santa Fe Lease Agreement. The lease for all of 5701 S. Santa Fe Dr., Littleton, Colorado was for a period ending in December 2016. Effective December 2016, we and DISH Network amended this lease to, among other things, extend the term for one year through December 2017. In December 2017, we and DISH Network further amended this lease to, among other things, extend the term for one year through December 2018. This agreement may be extended by mutual consent, in which case this agreement will be converted to a month-to-month lease agreement. Upon extension, either party has the right to terminate this agreement upon 30 days’ notice.
Atlanta Sublease Agreement. The sublease for certain space at 211 Perimeter Center, Atlanta, Georgia terminated in October 2016.
Cheyenne Lease Agreement. Prior to the Share Exchange, we leased to DISH Network certain space at 530 EchoStar Drive, Cheyenne, Wyoming. In connection with the Share Exchange, we transferred ownership of a portion of this property to DISH Network and we and DISH Network amended this agreement to (i) terminate the lease for the transferred space and (ii) provide for a continued lease to DISH Network of the portion of the property we retained for a period ending in December 2031. This agreement may be extended by mutual consent, in which case this agreement will be converted to a month-to-month lease agreement. Upon extension, either party has the right to terminate this agreement upon 30 days’ notice.
TerreStar Agreement. In March 2012, DISH Network completed its acquisition of substantially all the assets of TerreStar Networks Inc. (“TerreStar”). Prior to DISH Network’s acquisition of substantially all the assets of TerreStar and our completion of the Hughes Acquisition, TerreStar and HNS entered into various agreements pursuant to which our Hughes segment provides, among other things, warranty, operations and maintenance and hosting services for TerreStar’s ground-based communications equipment. In December 2017, we and DISH Network amended these agreements, effective as of January 1, 2018, to reduce certain pricing terms through December 31, 2023 and to modify certain termination provisions. DISH Network generally has the right to continue to receive warranty services from us for our products on a month-to-month basis unless terminated by DISH Network upon at least 21 days’ written notice to us. DISH Network generally has the right to continue to receive operations and maintenance services from us on a quarter-to-quarter basis unless operations and maintenance services are terminated by DISH Network upon at least 90 days’ written notice to us. The provision of hosting services will continue until May 2022 and will not renew beyond May 2022 unless the parties enter into a new agreement or amend the existing agreement. In addition, DISH Network generally may terminate any and all services for convenience subject to providing us with prior notice and/or payment of termination charges.
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Hughes Broadband Distribution Agreement. Effective October 2012, HNS and dishNET Satellite Broadband L.L.C. (“dishNET”), a wholly-owned subsidiary of DISH Network, entered into a distribution agreement (the “Distribution Agreement”) pursuant to which dishNET has the right, but not the obligation, to market, sell and distribute the Hughes satellite internet service (the “Hughes service”). dishNET pays HNS a monthly per subscriber wholesale service fee for the Hughes service based upon a subscriber’s service level and based upon certain volume subscription thresholds. The Distribution Agreement also provides that dishNET has the right, but not the obligation, to purchase certain broadband equipment from us to support the sale of the Hughes service. The Distribution Agreement had an initial term of five years with automatic renewal for successive one year terms unless terminated by either party with a written notice at least 180 days before the expiration of the then-current term. In February 2014, HNS and dishNET entered into an amendment to the Distribution Agreement which, among other things, extended the initial term of the Distribution Agreement until March 2024. Upon expiration or termination of the Distribution Agreement, the parties will continue to provide the Hughes service to the then-current dishNET subscribers pursuant to the terms and conditions of the Distribution Agreement.
DBSD North America Agreement. In March 2012, DISH Network completed its acquisition of 100% of the equity of reorganized DBSD North America, Inc. (“DBSD North America”). Prior to DISH Network’s acquisition of DBSD North America and our completion of the Hughes Acquisition, DBSD North America and HNS entered into various agreements pursuant to which our Hughes segment provides, among other things, warranty, operations and maintenance and hosting services of DBSD North America’s gateway and ground-based communications equipment. In December 2017, we and DBSD amended these agreements, effective as of January 1, 2018, to reduce certain pricing terms through December 31, 2023 and to modify certain termination provisions. DBSD North America generally has the right to continue to receive warranty services from us on a month-to-month basis until February 2019 unless terminated by DBSD upon at least 21 days’ written notice to us and the right to continue to receive operations and maintenance services from us on a quarter-to-quarter basis unless terminated by DBSD North America upon at least 120 days’ written notice to us. The provision of hosting services will continue until February 2022 and will automatically renew for an additional five-year period until February 2027 unless terminated by DBSD North America upon at least 180 days’ written notice to us. In addition, DBSD North America generally may terminate any and all such services for convenience, subject to providing us with prior notice and/or payment of termination charges.
RUS Implementation Agreement. In September 2010, DISH Broadband L.L.C. (“DISH Broadband”), DISH’s indirect, wholly-owned subsidiary, was selected by the Rural Utilities Service (“RUS”) of the United States Department of Agriculture to receive up to approximately $14.1 million in broadband stimulus grant funds (the “Grant Funds”). Effective November 2011, HNS and DISH Broadband entered into a RUS Implementation Agreement (the “RUS Agreement”) pursuant to which HNS provided certain portions of the equipment and broadband service used to implement DISH Broadband’s RUS program. While the RUS Agreement expired in June 2013 when the Grant Funds were exhausted, HNS is required to continue providing services to DISH Broadband’s customers activated prior to the expiration of the RUS Agreement in accordance with the terms and conditions of the RUS Agreement.
General and administrative expenses — DISH Network
Amended and Restated Professional Services Agreement. In connection with the Spin-off, we entered into various agreements with DISH Network including the Transition Services Agreement, Satellite Procurement Agreement and Services Agreement, which all expired in January 2010 and were replaced by a Professional Services Agreement. In January 2010, we and DISH Network agreed that we shall continue to have the right, but not the obligation, to receive the following services from DISH Network, among others, certain of which were previously provided under the Transition Services Agreement: information technology, travel and event coordination, internal audit, legal, accounting and tax, benefits administration, program acquisition services and other support services. Mr. Vivek Khemka, who remained employed as DISH Network’s Executive Vice President and Chief Technology Officer, provided services to us during portions of 2016 and through February 2017 pursuant to the Professional Services Agreement as President -- EchoStar Technologies L.L.C. Additionally, we and DISH Network agreed that DISH Network would continue to have the right, but not the obligation, to engage us to manage the process of procuring new satellite capacity for DISH Network (previously provided under the Satellite Procurement Agreement), receive logistics, procurement and quality assurance services from us (previously provided under the Services Agreement) and other support services. In connection with the consummation of the Share Exchange, we and DISH amended and restated the Professional Services Agreement to provide that we and DISH Network shall have the right to receive additional services that either we or DISH Network may require as a result of the Share Exchange. The term of the Amended and Restated Professional Services Agreement is through January 2019 and renews automatically for successive one-year periods thereafter, unless the agreement is terminated earlier by either party upon at least 60 days’ notice. However, either party may generally terminate the Amended
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and Restated Professional Services Agreement in part with respect to any particular service it receives for any reason upon at least 30 days’ notice.
Real Estate Leases from DISH Network. We have entered into lease agreements pursuant to which we lease certain real estate from DISH Network. The rent on a per square foot basis is comparable to per square foot rental rates of similar commercial property in the same geographic area at the time of the leases, and for certain properties, we are responsible for our portion of the taxes, insurance, utilities and maintenance of the premises.
Cheyenne Lease Agreement. In connection with the Share Exchange, effective March 2017 we lease from DISH Network certain space at 530 EchoStar Drive in Cheyenne, Wyoming for a period ending in February 2019. EchoStar has the option to renew this lease for thirteen one-year periods.
Gilbert Lease Agreement. In connection with the Share Exchange, effective March 2017 we lease from DISH Network certain space at 801 N. DISH Dr. in Gilbert, Arizona for a period ending in February 2019. EchoStar has the option to renew this lease for thirteen one-year periods.
American Fork Occupancy License Agreement. In connection with the Share Exchange, effective March 2017, we sublease from DISH Network certain space at 796 East Utah Valley Drive in American Fork, Utah for a period ending in August 2017. We have exercised our option to renew this sublease for a five-year period ending in August 2022.
Employee Matters Agreement. Effective March 2017 in connection with the Share Exchange, we and DISH Network entered into an Employee Matters Agreement that addresses the transfer of employees from EchoStar to DISH Network, including certain benefit and compensation matters and the allocation of responsibility for employee related liabilities relating to current and past employees of the transferred businesses. DISH Network assumed employee-related liabilities relating to the transferred businesses as part of the Share Exchange, except that we are responsible for certain existing employee related litigation as well as certain pre-Share Exchange compensation and benefits for employees transferring to DISH Network in connection with the Share Exchange.
Collocation and Antenna Space Agreements. We and DISH Network have entered into an agreement pursuant to which DISH Network provides us with collocation space in El Paso, Texas. This agreement was for an initial period ending in August 2015, and provides us with renewal options for four consecutive years. Effective August 2015, we exercised our first renewal option for a period ending in August 2018. In connection with the Share Exchange, effective March 2017, we also entered into certain agreements pursuant to which DISH Network will provide collocation and antenna space to EchoStar through February 2022 at the following locations: Cheyenne, Wyoming; Gilbert, Arizona; New Braunfels, Texas; Monee, Illinois; Spokane, Washington; and Englewood, Colorado. In August 2017, we and DISH Network also entered into certain other agreements pursuant to which DISH Network will provide additional collocation and antenna space to EchoStar in Monee, Illinois and Spokane, Washington through August 2022. EchoStar may renew each of these agreements for four three-year periods by providing DISH Network with prior written notice no more than 120 days but no less than 90 days prior to the end of the then-current term. EchoStar may terminate certain of these agreements with 180 days’ prior written notice. The fees for the services provided under these agreements depend on the number of racks leased at the location.
Other agreements — DISH Network
Satellite and Tracking Stock Transaction. In February 2014, we entered into agreements with DISH Network to implement a transaction pursuant to which, among other things: (i) in March 2014, EchoStar and HSS issued shares of the Tracking Stock to DISH Network in exchange for five satellites owned by DISH Network (EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV) (including assumption of related in-orbit incentive obligations) and approximately $11.4 million in cash; and (ii) in March 2014, DISH Network began receiving certain satellite services as discussed above on these five satellites from us (collectively, the “Satellite and Tracking Stock Transaction.”) The Tracking Stock was retired in March 2017 and is no longer outstanding and all agreements, arrangements and policy statements with respect to such Tracking Stock terminated and are of no further effect. See Note 3 for further information.
Share Exchange Agreement. On January 31, 2017, EchoStar Corporation and certain of its subsidiaries entered into the Share Exchange Agreement with DISH and certain of its subsidiaries pursuant to which, on February 28, 2017, EchoStar Corporation and its subsidiaries received all of the shares of the Tracking Stock in exchange for 100% of the equity interests of certain EchoStar subsidiaries that held substantially all of our EchoStar Technologies businesses and certain other assets. Following
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consummation of the Share Exchange on February 28, 2017, EchoStar no longer operates the transferred EchoStar Technologies businesses and the Tracking Stock was retired and is no longer outstanding and all agreements, arrangements and policy statements with respect to such Tracking Stock terminated and are of no further effect. Pursuant to the Share Exchange Agreement, EchoStar transferred certain assets, investments in joint ventures, spectrum licenses and real estate properties and DISH Network assumed certain liabilities relating to the transferred assets and businesses. The Share Exchange Agreement contains customary representations and warranties by the parties, including representations by EchoStar related to the transferred assets, assumed liabilities and the financial condition of the transferred businesses. EchoStar and DISH Network have also agreed to customary indemnification provisions whereby each party indemnifies the other against certain losses with respect to breaches of representations, warranties or covenants and certain liabilities and if certain actions undertaken by it causes the transaction to be taxable to the other party after closing. See Note 3 for further information.
Hughes Broadband Master Services Agreement. In March 2017, HNS and DISH Network L.L.C. (“DNLLC”), a wholly-owned subsidiary of DISH, entered into a master service agreement (the “MSA”) pursuant to which DNLLC, among other things: (i) has the right, but not the obligation, to market, promote and solicit orders and upgrades for the Hughes service and related equipment and other telecommunication services and (ii) installs Hughes service equipment with respect to activations generated by DNLLC. Under the MSA, HNS and DNLLC will make certain payments to each other relating to sales, upgrades, purchases and installation services. The MSA has an initial term of five years until March 2022 with automatic renewal for successive one-year terms. After the first anniversary, either party has the ability to terminate the MSA, in whole or in part, for any reason upon at least 90 days’ notice to the other party. Upon expiration or termination of the MSA, HNS will continue to provide the Hughes service to subscribers and make certain payments to DNLLC pursuant to the terms and conditions of the MSA. We incurred SAC and other costs under the MSA totaling $29.3 million for the year ended December 31, 2017.
Intellectual Property and Technology License Agreement. Effective March 2017 in connection with the Share Exchange, we and DISH Network entered into an Intellectual Property and Technology License Agreement (“IPTLA”) pursuant to which we and DISH and our and their respective subsidiaries license to each other certain intellectual property and technology. The IPTLA will continue in perpetuity, unless mutually terminated by the parties. Pursuant to the IPTLA, we granted to DISH Network a license to our intellectual property and technology for use by DISH Network, among other things, in connection with its continued operation of the businesses acquired pursuant to the Share Exchange, including a limited license to use the “ECHOSTAR” trademark during a transition period. EchoStar retains full ownership of the “ECHOSTAR” trademark. In addition, DISH Network granted a license back to us, among other things, for the continued use of all intellectual property and technology that is used in our retained businesses but the ownership of which was transferred to DISH Network pursuant to the Share Exchange.
Tax Matters Agreement. Effective March 2017, in connection with the Share Exchange, we and DISH entered into a tax matters agreement. This agreement governs certain of our rights, responsibilities and obligations with respect to taxes of the transferred businesses pursuant to the Share Exchange. Generally, we are responsible for all tax returns and tax liabilities for the transferred businesses and assets for periods prior to the Share Exchange and DISH Network is responsible for all tax returns and tax liabilities for the transferred businesses and assets from and after the Share Exchange. Both we and DISH Network have made certain tax-related representations and are subject to various tax-related covenants after the consummation of the Share Exchange. Both we and DISH Network have agreed to indemnify each other if there is a breach of any such tax representation or violation of any such tax covenant and that breach or violation results in the Share Exchange not qualifying for tax free treatment for the other party. In addition, DISH Network has agreed to indemnify us if the transferred businesses are acquired, either directly or indirectly (e.g., via an acquisition of DISH Network), by one or more persons and such acquisition results in the Share Exchange not qualifying for tax free treatment. The tax matters agreement supplements the Tax Sharing Agreement outlined below, which continues in full force and effect.
Tax Sharing Agreement. Effective December 2007, we and DISH Network entered into a tax sharing agreement (the “Tax Sharing Agreement”) in connection with the Spin-off. This agreement governs our respective rights, responsibilities and obligations after the Spin-off with respect to taxes for the periods ending on or before the Spin-off. Generally, all pre-Spin-off taxes, including any taxes that are incurred as a result of restructuring activities undertaken to implement the Spin-off, are borne by DISH Network, and DISH Network indemnifies us for such taxes. However, DISH Network is not liable for and does not indemnify us for any taxes that are incurred as a result of the Spin-off or certain related transactions failing to qualify as tax-free distributions pursuant to any provision of Section 355 or Section 361 of the Internal Revenue Code of 1986, as amended, because of: (i) a direct or indirect acquisition of any of our stock, stock options or assets; (ii) any action that we take or fail to take; or (iii) any action that we take that is inconsistent with the information and representations furnished to the IRS in connection with the request for the private letter ruling, or to counsel in connection with any opinion being delivered by counsel
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with respect to the Spin-off or certain related transactions. In such case, we will be solely liable for, and will indemnify DISH Network for, any resulting taxes, as well as any losses, claims and expenses. The Tax Sharing Agreement will terminate after the later of the full period of all applicable statutes of limitations, including extensions, or once all rights and obligations are fully effectuated or performed.
In light of the Tax Sharing Agreement, among other things, and in connection with our consolidated federal income tax returns for certain tax years prior to and for the year of the Spin-off, in September 2013, we and DISH Network agreed upon a supplemental allocation of the tax benefits arising from certain tax items resolved in the course of the IRS’s examination of our consolidated tax returns. Prior to the agreement with DISH Network in 2013, the federal tax benefits were reflected as a deferred tax asset for depreciation and amortization, which was netted in our noncurrent deferred tax liabilities. The agreement with DISH Network in 2013 requires DISH Network to pay us the federal tax benefit it receives at such time as we would have otherwise been able to realize such tax benefit. We recorded a noncurrent receivable from DISH Network in “Other receivable — DISH Network” and a corresponding increase in our net noncurrent deferred tax liabilities to reflect the effects of this agreement in September 2013. In addition, in September 2013, we and DISH Network agreed upon a tax sharing arrangement for filing certain combined state income tax returns and a method of allocating the respective tax liabilities between us and DISH Network for such combined returns, through the taxable period ending on December 31, 2017 (the “State Tax Arrangement”).
We and DISH Network file combined income tax returns in certain states. In 2016, we earned and recognized a tax benefit for certain state income tax credits that we would be unable to utilize currently if we had filed separately from DISH Network. DISH Network expects to utilize these tax credits to reduce its state income tax payable. We expect to increase additional paid-in capital upon receipt of any consideration paid to us by DISH Network in exchange for these tax credits.
gTLD Bidding Agreement. In April 2015, we and DISH Network entered into a gTLD Bidding Agreement whereby, among other things: (i) DISH Network obtained rights from us to participate in a generic top level domain (“gTLD”) auction, assuming all rights and obligations from us related to our application with the Internet Corporation for Assigned Names and Numbers (“ICANN”) for a particular gTLD; (ii) DISH Network agreed to reimburse us for our ICANN application fee and certain out-of-pocket expenses related to the application and the auction; and (iii) we and DISH Network agreed to split equally the net proceeds obtained by DISH Network as the losing bidder in the auction, less such fee reimbursement and out-of-pocket expenses.
Patent Cross-License Agreements. In December 2011, we and DISH Network entered into separate patent cross-license agreements with the same third party whereby: (i) we and such third party licensed our respective patents to each other subject to certain conditions; and (ii) DISH Network and such third party licensed their respective patents to each other subject to certain conditions (each, a “Cross-License Agreement”). Each Cross-License Agreement covers patents acquired by the respective party prior to January 2017 and aggregate payments under both Cross-License Agreements total less than $10.0 million. Each Cross-License Agreement contained an option to extend each Cross-License Agreement to include patents acquired by the respective party prior to January 2022. In December 2016, both we and DISH Network exercised our renewal options, resulting in aggregate additional payments to such third party totaling less than $3.0 million. Since the aggregate payments under both Cross-License Agreements were based on the combined annual revenue of us and DISH Network, we and DISH Network agreed to allocate our respective payments to such third party based on our respective percentage of combined total revenue.
Caltech. On October 1, 2013, Caltech Institute of Technology (“Caltech”) filed complaints against two of our subsidiaries, Hughes Communications, Inc. and HNS, as well as against DISH and certain of its subsidiaries, in the United States District Court for the Central District of California alleging infringement of United States Patent Nos. 7,116,710; 7,421,032; 7,916,781; and 8,284,833, each of which is entitled “Serial Concatenation of Interleaved Convolutional Codes forming Turbo-Like Codes.” Caltech asserted that encoding data as specified by the DVB-S2 standard infringed each of the asserted patents. Caltech claimed that certain of our Hughes segment’s satellite broadband products and services, infringed the asserted patents by implementing the DVB-S2 standard. Pursuant to a settlement agreement among us, DISH and Caltech, in May 2016, Caltech dismissed with prejudice all of its claims in these actions.
Orange, NJ. In October 2016, we and DISH Network sold two parcels of real estate owned separately by us and DISH Network in Orange, NJ to a third party pursuant to a purchase and sale agreement. Pursuant to the agreement, we and DISH Network separately received our respective payments from the buyer.
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Invidi. In November 2010 and April 2011, we made investments in Invidi Technologies Corporation (“Invidi”) in exchange for shares of Invidi’s Series D Preferred Stock. In November 2016, DIRECTV, LLC, a wholly owned indirect subsidiary of AT&T Inc., DISH Network and Cavendish Square Holding B.V., an affiliate of WPP plc, entered into a series of agreements to acquire Invidi. As a result of the transaction, we sold our ownership interest in Invidi on the same terms offered to the other shareholders of Invidi. The transaction closed in January 2017.
Other Agreements
Hughes Systique Corporation (“Hughes Systique”)
We contract with Hughes Systique for software development services. In 2008, Hughes Communications, Inc. loaned $1.5 million to Hughes Systique pursuant to a term loan facility. The initial interest rate on the outstanding loans was 6%, payable annually, and the accrued and unpaid interest was added to the principal amount outstanding under the loan facility in certain circumstances. The loans were convertible into shares of Hughes Systique upon non-payment or an event of default. In May 2014, we amended the term loan facility to increase the interest rate from 6% to 8%, payable annually, to reflect then-current market conditions and extend the maturity date of the loans to May 1, 2015, and in April 2015, we extended the maturity date of the loans to May 1, 2016 on the same terms. In 2015, Hughes Systique repaid $1.5 million of the outstanding principal of the loan facility. In 2016, Hughes Systique repaid $0.6 million of the outstanding principal of the loan facility. As of December 31, 2017, the principal amount outstanding of the loan facility was zero. In addition to our 43.7% ownership in Hughes Systique, Mr. Pradman Kaul, the President of Hughes Communications, Inc. and a member of our board of directors, and his brother, who is the CEO and President of Hughes Systique, in the aggregate, own approximately 25.7%, on an undiluted basis, of Hughes Systique’s outstanding shares as of December 31, 2017. Furthermore, Mr. Pradman Kaul serves on the board of directors of Hughes Systique. Hughes Systique is a variable interest entity and we are considered the primary beneficiary of Hughes Systique due to, among other factors, our ability to direct the activities that most significantly impact the economic performance of Hughes Systique. As a result, we consolidate Hughes Systique’s financial statements in our consolidated financial statements.
Dish Mexico
We own 49.0% of an entity that provides direct-to-home satellite services in Mexico known as Dish Mexico. We provide certain satellite services to Dish Mexico and prior to the Share Exchange we also provided certain broadcast services and sold hardware such as digital set-top boxes and related equipment to Dish Mexico. We recognized revenue from sales of services we provided to Dish Mexico in continuing operations of approximately $23.3 million for each of the years ended December 31, 2017, 2016 and 2015. As of December 31, 2017 and 2016, we had trade accounts receivable from Dish Mexico of approximately $7.6 million and $10.7 million, respectively.
Deluxe/EchoStar LLC
We own 50.0% of Deluxe/EchoStar LLC (“Deluxe”), a joint venture that we entered into in 2010 to build an advanced digital cinema satellite distribution network targeting delivery to digitally equipped theaters in the U.S. and Canada. We account for our investment in Deluxe using the equity method. We recognized revenue from Deluxe for transponder services and the sale of broadband equipment of approximately $4.9 million, $3.0 million and $2.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017 and 2016, we had trade accounts receivable from Deluxe of approximately $1.1 million and $0.7 million, respectively.
AsiaSat
We contract with AsiaSat Telecommunications Inc. (“AsiaSat”) for the use of transponder capacity on one of AsiaSat's satellites. Mr. William David Wade, who joined our board of directors in February 2017, served as the Chief Executive Officer of AsiaSat in 2016 and as a senior advisor to the CEO of AsiaSat through March 2017. We incurred expenses payable to AsiaSat under this agreement of approximately $0.1 million for the year ended December 31, 2017.
Global IP
In May 2017, one of our subsidiaries entered into an agreement with Global-IP Cayman (“Global IP”) providing for the sale of certain equipment and services to Global IP. Mr. William David Wade, a member of our board of directors, serves as a member
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of the board of directors of Global IP and as an executive advisor to the CEO of Global IP. We recognized revenue of approximately $0.3 million from Global IP under this agreement for the year ended December 31, 2017.
Discontinued Operations
The following agreements or investments were terminated or transferred to DISH Network as part of the Share Exchange and EchoStar has no further obligations and has earned no additional revenue or incurred no additional expense, as applicable, under these agreements or investments after February 2017. Historical transactions under this agreement are reported in “Net income (loss) from discontinued operations” in our consolidated statements of operations (see Note 3).
Set-Top Box Application Development Agreement. In November 2012, one of our former subsidiaries and DISH Network entered into a set-top box application development agreement (the “Application Development Agreement”) pursuant to which we provided DISH Network with certain services relating to the development of web-based applications for set-top boxes. The fees for services provided under the Application Development Agreement were calculated at our cost of providing the relevant service plus a fixed margin, which depended on the nature of the services provided.
Receiver Agreement. Effective January 2012, one of our former subsidiaries and DISH Network entered into a receiver agreement (the “2012 Receiver Agreement”), pursuant to which DISH Network had the right, but not the obligation, to purchase digital set-top boxes, related accessories, and other equipment from us. The 2012 Receiver Agreement replaced the receiver agreement one of our former subsidiaries entered into with DISH Network in connection with the Spin-off. The 2012 Receiver Agreement allowed DISH Network to purchase digital set-top boxes, related accessories, and other equipment from us either: (i) at cost (decreasing as we reduced costs and increasing as costs increased) plus a dollar mark-up which depended upon the cost of the product subject to a collar on our mark-up; or (ii) at cost plus a fixed margin, which depended on the nature of the equipment purchased. Under the 2012 Receiver Agreement, our margins would have increased if we were able to reduce the costs of our digital set-top boxes and our margins would have reduced if these costs increased. One of our former subsidiaries provided DISH Network with standard manufacturer warranties for the goods sold under the 2012 Receiver Agreement. Additionally, the 2012 Receiver Agreement included an indemnification provision, whereby the parties agreed to indemnify each other for certain intellectual property matters.
Broadcast Agreement. Effective January 2012, one of our former subsidiaries and DISH Network entered into a broadcast agreement (the “2012 Broadcast Agreement”), pursuant to which we provided certain broadcast services to DISH Network, including teleport services such as transmission and downlinking, channel origination services, and channel management services. The fees for the services provided under the 2012 Broadcast Agreement were calculated at either: (a) our cost of providing the relevant service plus a fixed dollar fee, which was subject to certain adjustments; or (b) our cost of providing the relevant service plus a fixed margin, depending on the nature of the services provided.
Broadcast Agreement for Certain Sports Related Programming. In May 2010, one of our former subsidiaries and DISH Network entered into a broadcast agreement pursuant to which we provided certain broadcast services to DISH Network in connection with its carriage of certain sports related programming. The fees for the broadcast services provided under this agreement depended, among other things, upon the cost to develop and provide such services.
Gilbert Lease Agreement. DISH Network leased certain space from us at 801 N. DISH Drive, Gilbert, Arizona. The rent on a per square foot basis for this lease was comparable to per square foot rental rates of similar commercial property in the same geographic area at the time of the lease, and DISH Network was responsible for its portion of the taxes, insurance, utilities and maintenance of the premises.
Product Support Agreement. In connection with the Spin-off, one of our former subsidiaries entered into a product support agreement pursuant to which DISH Network had the right, but not the obligation, to receive product support from us (including certain engineering and technical support services) for all set-top boxes and related accessories that we had previously sold to DISH Network. The fees for the services provided under the product support agreement were calculated at cost plus a fixed margin, which varied depending on the nature of the services provided. The term of the product support agreement was the economic life of such set-top boxes and related accessories, unless terminated earlier.
DISHOnline.com Services Agreement. Effective January 2010, DISH Network entered into a two-year agreement with one of our former subsidiaries pursuant to which DISH Network received certain services associated with an online video portal. The
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fees for the services provided under this services agreement depended, among other things, upon the cost to develop and operate such services.
DISH Remote Access Services Agreement. Effective February 2010, one of our former subsidiaries entered into an agreement with DISH Network pursuant to which DISH Network received, among other things, certain remote digital video recorder (“DVR”) management services. The fees for the services provided under this services agreement depended, among other things, upon the cost to develop and operate such services.
SlingService Services Agreement. Effective February 2010, one of our former subsidiaries entered into an agreement with DISH Network pursuant to which DISH Network received certain services related to placeshifting. The fees for the services provided under this services agreement depended, among other things, upon the cost to develop and operate such services.
XiP Encryption Agreement. In July 2012, we entered into an encryption agreement with DISH Network for our whole-home HD DVR line of set-top boxes (the “XiP Encryption Agreement”) pursuant to which we provided certain security measures on our whole-home HD DVR line of set-top boxes to encrypt the content delivered to the set-top box via a smart card and secure the content between set-top boxes. The XiP Encryption Agreement’s term ended on the same day as the 2012 Receiver Agreement. The fees for the services provided under the XiP Encryption Agreement were calculated on a monthly basis based on the number of receivers utilizing such security measures each month.
Sling TV Holding L.L.C. (“Sling TV Holding”). Effective July 2012, we and DISH Network formed Sling TV Holding, which was owned two-thirds by DISH Network and one-third by us. Sling TV Holding was formed to develop and commercialize certain advanced technologies. At that time, we, DISH Network and Sling TV Holding entered into the following agreements with respect to Sling TV Holding: (i) a contribution agreement pursuant to which we and DISH Network contributed certain assets in exchange for our respective ownership interests in Sling TV Holding; (ii) a limited liability company operating agreement (“Operating Agreement”), which provided for the governance of Sling TV Holding; and (iii) a commercial agreement (“Commercial Agreement”) pursuant to which, among other things, Sling TV Holding had: (a) certain rights and corresponding obligations with respect to its business; and (b) the right, but not the obligation, to receive certain services from us and DISH Network, respectively. Additionally, the spouse of Mr. Vivek Khemka, who was the President - EchoStar Technologies L.L.C. during portions of 2016 and through February 2017, was employed during 2016 as Vice President of Business Development and Operations of Sling TV Holding.
Effective August 2014, we and Sling TV Holding entered into an exchange agreement (“Exchange Agreement”) pursuant to which, among other things, Sling TV Holding distributed certain assets to us and we reduced our interest in Sling TV Holding to a 10.0% non-voting interest. As a result, DISH Network had a 90.0% equity interest and a 100% voting interest in Sling TV Holding. In addition, we, DISH Network and Sling TV Holding amended and restated the Operating Agreement, primarily to reflect the changes implemented by the Exchange Agreement. Finally, we, DISH Network and Sling TV Holding amended and restated the Commercial Agreement, pursuant to which, among other things, Sling TV Holding: (1) had certain rights and corresponding obligations with respect to its business; (2) had the right, but not the obligation, to receive certain services from us and DISH Network; and (3) had a license from us to use certain of the assets distributed to us as part of the Exchange Agreement.
Remanufactured Receiver and Services Agreement. In connection with the Spin-off, one of our former subsidiaries entered into a remanufactured receiver and services agreement with DISH Network pursuant to which we had the right, but not the obligation, to purchase remanufactured receivers and related components from DISH Network at cost plus a fixed margin, which varied depending on the nature of the equipment purchased.
Intellectual Property Matters Agreement. We entered into an Intellectual Property Matters Agreement with DISH Network in connection with the Spin-off. The Intellectual Property Matters Agreement governed our relationship with DISH Network with respect to patents, trademarks and other intellectual property. Pursuant to the Intellectual Property Matters Agreement, DISH Network irrevocably assigned to us all right, title and interest in certain patents, trademarks and other intellectual property necessary for the operation of our set-top box business. In addition, the agreement permitted us to use, in the operation of our set-top box business, certain other intellectual property currently owned or licensed by DISH Network. In addition, DISH Network was prohibited from using the “EchoStar” name as a trademark, except in certain limited circumstances. Similarly, the Intellectual Property Matters Agreement provided that we would not make any use of the name or trademark “DISH Network” or any other trademark owned by DISH Network, except in certain circumstances.
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TiVo. In April 2011, we and DISH Network entered into a settlement agreement with TiVo, Inc. (“TiVo”). The settlement resolved all pending litigation between us and DISH Network, on the one hand, and TiVo, on the other hand, including litigation relating to alleged patent infringement involving certain DISH Network DVRs. Under the settlement agreement, all pending litigation was dismissed with prejudice and all injunctions that permanently restrain, enjoin or compel any action by us or DISH Network were dissolved. We and DISH Network were jointly responsible for making payments to TiVo in the aggregate amount of $500.0 million, including an initial payment of $300.0 million and the remaining $200.0 million in six equal annual installments between 2012 and 2017. Pursuant to the terms and conditions of the agreements entered into in connection with the Spin-off, DISH Network made the initial payment to TiVo in May 2011, except for the contribution from us totaling approximately $10.0 million, representing an allocation of liability relating to our sales of DVR-enabled receivers to an international customer. Subsequent payments were allocated between us and DISH Network based on historical sales of certain licensed products, with EchoStar being responsible for 5% of each annual payment.
Sling Trademark License Agreement. In December 2014, Sling TV Holding entered into an agreement with Sling Media, Inc., our former subsidiary, pursuant to which Sling TV Holding had the right, for a fixed fee, to use certain trademarks, domain names and other intellectual property related to the “Sling” trademark.
NagraStar L.L.C. Prior to March 2017, we owned 50.0% of NagraStar L.L.C. (“NagraStar”), a joint venture that was the primary provider of encryption and related security technology used in the set-top boxes produced by our former EchoStar Technologies segment. We accounted for our investment in NagraStar using the equity method.
SmarDTV. Prior to March 2017, we owned a 22.5% interest in SmarDTV, which we accounted for using the equity method. Pursuant to our agreements with SmarDTV and its subsidiaries, our former EchoStar Technologies segment purchased engineering services from and paid royalties to SmarDTV and its subsidiaries.
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ECHOSTAR CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Our valuation and qualifying accounts as of December 31, 2017, 2016 and 2015 were as follows:
| Allowance for doubtful accounts | Balance at Beginning of Year | Charged to Costs and Expenses | Deductions | Balance at End of Year | ||||||||||||
| (In thousands) | ||||||||||||||||
| For the years ended: | ||||||||||||||||
| December 31, 2017 | $ | 12,955 | $ | 9,551 | $ | (10,479 | ) | $ | 12,027 | |||||||
| December 31, 2016 | $ | 11,687 | $ | 14,393 | $ | (13,125 | ) | $ | 12,955 | |||||||
| December 31, 2015 | $ | 12,294 | $ | 6,731 | $ | (7,338 | ) | $ | 11,687 |
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