Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 25, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39144 | |
Entity Registrant Name | DISH Network Corporation | |
Entity Tax Identification Number | 88-0336997 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 9601 South Meridian Boulevard | |
Entity Address, City or Town | Englewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 303 | |
Local Phone Number | 723-1000 | |
Title of 12(b) Security | Class A common stock, $0.01 par value | |
Trading Symbol | DISH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001001082 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 295,954,906 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 238,435,208 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 851,966 | $ 1,785,056 |
Marketable investment securities | 182,816 | 835,983 |
Trade accounts receivable, net of allowance for credit losses of $51,706 and $44,431, respectively | 802,598 | 953,812 |
Inventory | 572,591 | 502,373 |
Other current assets | 737,991 | 532,886 |
Total current assets | 3,147,962 | 4,610,110 |
Noncurrent Assets: | ||
Restricted cash, cash equivalents and marketable investment securities | 107,351 | 104,614 |
Property and equipment, net | 7,224,876 | 5,640,119 |
FCC authorizations | 37,817,941 | 36,933,073 |
Other investment securities | 180,333 | 168,200 |
Operating lease assets | 3,052,636 | 2,687,522 |
Other noncurrent assets, net | 1,784,246 | 1,897,815 |
Intangible assets, net | 429,329 | 565,109 |
Total noncurrent assets | 50,596,712 | 47,996,452 |
Total assets | 53,744,674 | 52,606,562 |
Current Liabilities: | ||
Trade accounts payable | 687,743 | 924,438 |
Deferred revenue and other | 595,420 | 711,474 |
Accrued programming | 1,353,379 | 1,298,777 |
Accrued interest | 393,497 | 258,799 |
Other accrued expenses | 1,693,777 | 1,283,570 |
Current portion of long-term debt and finance lease obligations (Note 9) | 1,065,447 | 1,547,190 |
Total current liabilities | 5,789,263 | 6,024,248 |
Long-Term Obligations, Net of Current Portion: | ||
Long-term debt and finance lease obligations, net of current portion (Note 9) | 20,178,564 | 19,801,948 |
Deferred tax liabilities | 5,026,019 | 4,930,135 |
Operating lease liabilities | 3,096,308 | 2,687,883 |
Long-term deferred revenue and other long-term liabilities | 843,296 | 753,708 |
Total long-term obligations, net of current portion | 29,144,187 | 28,173,674 |
Total liabilities | 34,933,450 | 34,197,922 |
Commitments and Contingencies (Note 10) | ||
Redeemable noncontrolling interests (Note 2) | 529,053 | 464,359 |
Stockholders' Equity (Deficit): | ||
Additional paid-in capital | 4,904,145 | 4,851,392 |
Accumulated other comprehensive income (loss) | (2,053) | (3,029) |
Accumulated earnings (deficit) | 13,372,693 | 13,088,850 |
Total DISH Network stockholders' equity (deficit) | 18,280,128 | 17,942,524 |
Noncontrolling interests | 2,043 | 1,757 |
Total stockholders' equity (deficit) | 18,282,171 | 17,944,281 |
Total liabilities and stockholders' equity (deficit) | 53,744,674 | 52,606,562 |
Class A common stock | ||
Stockholders' Equity (Deficit): | ||
Common stock | 2,959 | 2,927 |
Class B common stock | ||
Stockholders' Equity (Deficit): | ||
Common stock | $ 2,384 | $ 2,384 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Allowance for credit losses on trade accounts receivable | $ 51,706 | $ 44,431 |
Class A common stock | ||
Current Assets: | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 295,943,856 | 292,660,308 |
Common stock, shares outstanding | 295,943,856 | 292,660,308 |
Class B common stock | ||
Current Assets: | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 238,435,208 | 238,435,208 |
Common stock, shares outstanding | 238,435,208 | 238,435,208 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 3,704,516 | $ 4,095,451 | $ 11,573,075 | $ 12,636,034 |
Costs and Expenses (exclusive of depreciation): | ||||
Cost of services | 2,242,319 | 2,382,406 | 6,838,688 | 7,194,139 |
Cost of sales - equipment and other | 566,585 | 452,749 | 1,561,864 | 1,364,087 |
Selling, general and administrative expenses | 642,621 | 658,531 | 1,878,068 | 1,888,184 |
Depreciation and amortization | 294,797 | 174,736 | 806,504 | 519,300 |
Total costs and expenses | 3,746,322 | 3,668,422 | 11,085,124 | 10,965,710 |
Operating income (loss) | (41,806) | 427,029 | 487,951 | 1,670,324 |
Other Income (Expense): | ||||
Interest income | 18,649 | 7,632 | 90,907 | 21,853 |
Interest expense, net of amounts capitalized | (10,173) | (4,848) | (27,379) | (15,067) |
Other, net | (151,497) | 57,941 | (120,726) | 114,264 |
Total other income (expense) | (143,021) | 60,725 | (57,198) | 121,050 |
Income (loss) before income taxes | (184,827) | 487,754 | 430,753 | 1,791,374 |
Income tax (provision) benefit, net | 67,988 | (58,169) | (81,930) | (372,936) |
Net income (loss) | (116,839) | 429,585 | 348,823 | 1,418,438 |
Less: Net income (loss) attributable to noncontrolling interests, net of tax | 22,346 | 17,355 | 64,980 | 50,725 |
Net income (loss) attributable to DISH Network | $ (139,185) | $ 412,230 | $ 283,843 | $ 1,367,713 |
Weighted-average common shares outstanding - Class A and B common stock: | ||||
Basic (in shares) | 534,034 | 530,436 | 532,788 | 529,870 |
Diluted (in shares) | 534,034 | 637,455 | 639,931 | 637,295 |
Earnings per share - Class A and B common stock: | ||||
Basic net income (loss) per share attributable to DISH Network (in dollars per share) | $ (0.26) | $ 0.78 | $ 0.53 | $ 2.58 |
Diluted net income (loss) per share attributable to DISH Network (in dollars per share) | $ (0.26) | $ 0.65 | $ 0.44 | $ 2.15 |
Comprehensive Income (Loss): | ||||
Net income (loss) | $ (116,839) | $ 429,585 | $ 348,823 | $ 1,418,438 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 573 | (1,610) | 1,303 | (1,653) |
Unrealized holding gains (losses) on available-for-sale debt securities | (230) | 67 | (200) | 13 |
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss) | 230 | 231 | 2 | |
Deferred income tax (expense) benefit, net | (199) | 120 | (358) | 133 |
Total other comprehensive income (loss), net of tax | 374 | (1,423) | 976 | (1,505) |
Comprehensive income (loss) | (116,465) | 428,162 | 349,799 | 1,416,933 |
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of tax | 22,346 | 17,355 | 64,980 | 50,725 |
Comprehensive income (loss) attributable to DISH Network | (138,811) | 410,807 | 284,819 | 1,366,208 |
Service revenue | ||||
Revenue: | ||||
Total revenue | 3,588,510 | 3,930,098 | 11,120,673 | 12,034,421 |
Equipment sales and other revenue | ||||
Revenue: | ||||
Total revenue | $ 116,006 | $ 165,353 | $ 452,402 | $ 601,613 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Class A and B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Deficit) | Noncontrolling Interests | Redeemable Noncontrolling Interests | Total |
Balance at Dec. 31, 2021 | $ 5,289 | $ 4,735,484 | $ 281 | $ 10,785,617 | $ 1,220 | $ 395,222 | $ 15,527,891 |
Issuance of Class A common stock: | |||||||
Exercise of stock awards | 1 | 253 | 254 | ||||
Employee Stock Purchase Plan | 2 | 4,360 | 4,362 | ||||
Non-cash, stock-based compensation | 15,285 | 15,285 | |||||
Change in unrealized holding gains (losses) on available-for-sale debt securities, net | (96) | (96) | |||||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | 23 | 23 | |||||
Foreign currency translation | (150) | (150) | |||||
Net income (loss) attributable to noncontrolling interests | 159 | 16,036 | 159 | ||||
Net income (loss) attributable to DISH Network | 432,651 | 432,651 | |||||
Balance at Mar. 31, 2022 | 5,292 | 4,755,382 | 58 | 11,218,268 | 1,379 | 411,258 | 15,980,379 |
Balance at Dec. 31, 2021 | 5,289 | 4,735,484 | 281 | 10,785,617 | 1,220 | 395,222 | 15,527,891 |
Issuance of Class A common stock: | |||||||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | 133 | ||||||
Foreign currency translation | (1,653) | ||||||
Net income (loss) attributable to DISH Network | 1,367,713 | ||||||
Balance at Sep. 30, 2022 | 5,307 | 4,832,553 | (1,224) | 12,153,330 | 1,621 | 445,546 | 16,991,587 |
Balance at Mar. 31, 2022 | 5,292 | 4,755,382 | 58 | 11,218,268 | 1,379 | 411,258 | 15,980,379 |
Issuance of Class A common stock: | |||||||
Exercise of stock awards | 56 | 56 | |||||
Employee benefits | 8 | 26,318 | 26,326 | ||||
Employee Stock Purchase Plan | 2 | 4,391 | 4,393 | ||||
Non-cash, stock-based compensation | 15,207 | 15,207 | |||||
Change in unrealized holding gains (losses) on available-for-sale debt securities, net | 44 | 44 | |||||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | (10) | (10) | |||||
Foreign currency translation | 107 | 107 | |||||
Net income (loss) attributable to noncontrolling interests | 124 | 17,051 | 124 | ||||
Net income (loss) attributable to DISH Network | 522,832 | 522,832 | |||||
Balance at Jun. 30, 2022 | 5,302 | 4,801,354 | 199 | 11,741,100 | 1,503 | 428,309 | 16,549,458 |
Issuance of Class A common stock: | |||||||
Exercise of stock awards | 1 | 1 | |||||
Employee benefits | 22 | 22 | |||||
Employee Stock Purchase Plan | 4 | 4,704 | 4,708 | ||||
Non-cash, stock-based compensation | 26,473 | 26,473 | |||||
Change in unrealized holding gains (losses) on available-for-sale debt securities, net | 67 | 67 | |||||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | 120 | 120 | |||||
Foreign currency translation | (1,610) | (1,610) | |||||
Net income (loss) attributable to noncontrolling interests | 118 | 17,237 | 118 | ||||
Net income (loss) attributable to DISH Network | 412,230 | 412,230 | |||||
Balance at Sep. 30, 2022 | 5,307 | 4,832,553 | (1,224) | 12,153,330 | 1,621 | 445,546 | 16,991,587 |
Balance at Dec. 31, 2022 | 5,311 | 4,851,392 | (3,029) | 13,088,850 | 1,757 | 464,359 | 17,944,281 |
Issuance of Class A common stock: | |||||||
Exercise of stock awards | (386) | (386) | |||||
Employee Stock Purchase Plan | 4 | 3,249 | 3,253 | ||||
Non-cash, stock-based compensation | 12,037 | 12,037 | |||||
Change in unrealized holding gains (losses) on available-for-sale debt securities, net | (25) | (25) | |||||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | (126) | (126) | |||||
Foreign currency translation | 632 | 632 | |||||
Net income (loss) attributable to noncontrolling interests | 127 | 20,405 | 127 | ||||
Net income (loss) attributable to DISH Network | 222,705 | 222,705 | |||||
Balance at Mar. 31, 2023 | 5,315 | 4,866,292 | (2,548) | 13,311,555 | 1,884 | 484,764 | 18,182,498 |
Balance at Dec. 31, 2022 | 5,311 | 4,851,392 | (3,029) | 13,088,850 | 1,757 | 464,359 | 17,944,281 |
Issuance of Class A common stock: | |||||||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | (358) | ||||||
Foreign currency translation | 1,303 | ||||||
Net income (loss) attributable to DISH Network | 283,843 | ||||||
Balance at Sep. 30, 2023 | 5,343 | 4,904,145 | (2,053) | 13,372,693 | 2,043 | 529,053 | 18,282,171 |
Balance at Mar. 31, 2023 | 5,315 | 4,866,292 | (2,548) | 13,311,555 | 1,884 | 484,764 | 18,182,498 |
Issuance of Class A common stock: | |||||||
Exercise of stock awards | 6 | (36) | (30) | ||||
Employee benefits | 11 | 14,660 | 14,671 | ||||
Employee Stock Purchase Plan | 6 | 3,310 | 3,316 | ||||
Non-cash, stock-based compensation | 9,894 | 9,894 | |||||
Change in unrealized holding gains (losses) on available-for-sale debt securities, net | 56 | 56 | |||||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | (33) | (33) | |||||
Foreign currency translation | 98 | 98 | |||||
Net income (loss) attributable to noncontrolling interests | 79 | 22,023 | 79 | ||||
Net income (loss) attributable to DISH Network | 200,323 | 200,323 | |||||
Balance at Jun. 30, 2023 | 5,338 | 4,894,120 | (2,427) | 13,511,878 | 1,963 | 506,787 | 18,410,872 |
Issuance of Class A common stock: | |||||||
Exercise of stock awards | (55) | (55) | |||||
Employee benefits | 9 | 9 | |||||
Employee Stock Purchase Plan | 5 | 2,514 | 2,519 | ||||
Non-cash, stock-based compensation | 7,557 | 7,557 | |||||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | (199) | (199) | |||||
Foreign currency translation | 573 | 573 | |||||
Net income (loss) attributable to noncontrolling interests | 80 | 22,266 | 80 | ||||
Net income (loss) attributable to DISH Network | (139,185) | (139,185) | |||||
Balance at Sep. 30, 2023 | $ 5,343 | $ 4,904,145 | $ (2,053) | $ 13,372,693 | $ 2,043 | $ 529,053 | $ 18,282,171 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 348,823 | $ 1,418,438 |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||
Depreciation and amortization | 806,504 | 519,300 |
Realized and unrealized losses (gains) on investments, derivatives and other | 118,109 | (117,382) |
Non-cash, stock-based compensation | 29,488 | 56,965 |
Deferred tax expense (benefit) | 95,526 | 351,640 |
Changes in allowance for credit losses | 7,275 | (1,903) |
Change in long-term deferred revenue and other long-term liabilities | 18,786 | 47,666 |
Other, net | 129,637 | 182,127 |
Changes in current assets and current liabilities, net | 163,948 | (315,348) |
Net cash flows from operating activities | 1,718,096 | 2,141,503 |
Cash Flows From Investing Activities: | ||
Purchases of marketable investment securities | (1,368,964) | (125,532) |
Sales and maturities of marketable investment securities | 1,942,010 | 2,984,627 |
Purchases of property and equipment | (2,326,883) | (1,831,146) |
Capitalized interest related to FCC authorizations (Note 2) | (747,743) | (756,289) |
Purchases of FCC authorizations, including deposits | (1,802) | (7,206,865) |
Other, net | 5,115 | 5,219 |
Net cash flows from investing activities | (2,498,267) | (6,929,986) |
Cash Flows From Financing Activities: | ||
Repayment of long-term debt and finance lease obligations | (95,789) | (64,564) |
Redemption and repurchases of senior notes | (1,451,250) | (2,000,000) |
Proceeds from issuance of senior notes | 1,500,000 | |
Repurchases of convertible notes | (182,834) | |
Early debt extinguishment gains (losses) | 72,566 | (1,138) |
Net proceeds from Class A common stock options exercised and stock issued under the Employee Stock Purchase Plan | 8,617 | 13,774 |
Debt issuance costs and debt (discount) premium | 21,635 | |
Other, net | (4,670) | (8,667) |
Net cash flows from financing activities | (131,725) | (2,060,595) |
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents | (911,896) | (6,849,078) |
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 5) | 1,847,981 | 7,734,260 |
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 5) | $ 936,085 | $ 885,182 |
Organization and Business Activ
Organization and Business Activities | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Business Activities | |
Organization and Business Activities | 1. Organization and Business Activitie s Principal Business DISH Network Corporation is a holding company. Its subsidiaries (which together with DISH Network Corporation are referred to as “DISH Network,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) operate primary business segments: (1) Pay-TV; and (2) Wireless. Our Wireless business segment Pay-TV We offer pay-TV services under the DISH brand and the SLING brand (collectively “Pay-TV” services). The DISH branded pay-TV service consists of, among other things, Federal Communications Commission (“FCC”) licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations, and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers. The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“ OTT ”) Internet-based domestic, international, Latino and Freestream video programming services (“SLING TV”). As of September 30, 2023, we had 8.840 million Pay-TV subscribers in the United States, including 6.720 million DISH TV subscribers and 2.120 million SLING TV subscribers. Wireless – Retail Wireless We offer nationwide prepaid and postpaid retail wireless services to subscribers primarily under our Boost Mobile , Boost Infinite and Gen Mobile brands (“Retail Wireless” services) , as well as a competitive portfolio of wireless devices. Prepaid wireless subscribers generally pay in advance for monthly access to wireless talk, text, and data services. Postpaid wireless subscribers are qualified to pay after receiving wireless talk, text, and data services . We are currently operating our Retail Wireless business unit primarily as a mobile virtual network operator (“MVNO”) as we continue our 5G Network Deployment and commercialize our 5G Network, as defined below. We are transitioning our Retail Wireless business unit to a mobile network operator (“MNO”) as our 5G Network becomes commercially available and we are currently activating subscribers onto our 5G Network. As an MVNO, today we depend on T-Mobile and AT&T to provide us with network services under the amended Master Network Services Agreement (“MNSA”) and Network Services Agreement (the “NSA”), respectively. Under the NSA, we expect AT&T will become our primary network services provider. As of September 30, 2023, we had million Wireless subscribers. Other Developments We regularly evaluate ways to enhance our business. As part of this process, we are in regular dialogue with interested parties who may assist us in accomplishing our goals, including ongoing conversations with CONX Corp. (an entity partially owned by Charles W. Ergen, our Chairman) regarding a transaction involving our Retail Wireless business unit. There can be no assurance that these discussions will lead to a transaction nor as to the structure or terms of any such transaction. Wireless – 5G Network Deployment We have invested a total of over $30 billion in Wireless spectrum licenses, which includes over $10 billion in noncontrolling investments in certain entities. The We will need to raise additional capital in the future, which may not be available on favorable terms, to fund the efforts described below, as well as, among other things, make any potential Northstar Re-Auction Payment. There can be no assurance that we and/or the SNR Entities will be able to profitably deploy these Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations. See Note 10 for further information. DISH Network Spectrum We have invested $30 billion to acquire certain Wireless spectrum licenses. These Wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. We plan to commercialize our Wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (our “5G Network Deployment”). We have committed to deploy a facilities-based 5G broadband network (our “5G Network”) capable of serving increasingly larger portions of the U.S. population at different deadlines, including 20% of the U.S. population by June 2022 and 70% of the U.S. population by June 2023. of the U.S. population but less than 70% of the U.S. population s. On June 14, 2022, we announced we had successfully reached our 20% population coverage require ment. In addition, we announced and certified to the FCC that as of June 14, 2023, we offer 5G broadband service to over 5G cell sites. On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and of the U.S. population has access to average download speeds equal to 35 Mbps, will be confirmed using the drive test methodology agreed to and approved by the FCC. We have six months from September 29, 2023 to complete this drive test. We now have the largest commercial deployment of 5G voice over new radio (“VoNR”) in the world, reaching more than 100 million Americans in over 60 markets, and we are launching new markets every month. As a result of us providing 5G broadband service to over 50% of the U.S. population by June 14, 2023, the final build-out deadlines have been extended automatically to June 14, 2025 for us to offer 5G broadband service to at least 70% of the population in each Economic Area for the 700 MHz Licenses and AWS-4 Licenses and at least 75% of the population in each Economic Area for the H Block Licenses. We may need to make significant additional investments or partner with others to, among other things, continue our 5G Network Deployment and further commercialize, build-out and integrate these licenses and related assets and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses. Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as we continue our 5G Network Deployment, we have and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third-party integration. As a result of these investments, among other factors, we plan to raise additional capital, which may not be available on favorable terms . We may also determine that additional wireless spectrum licenses may be required for our 5G Network Deployment and to compete effectively with other wireless service providers. See Note 9 and Note 10 for further information. DISH Network Noncontrolling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses During 2015, through our wholly-owned subsidiaries American AWS-3 Wireless II L.L.C. (“American II”) and American AWS-3 Wireless III L.L.C. (“American III”), we initially made over $10 billion in certain noncontrolling investments in Northstar Spectrum, LLC (“Northstar Spectrum”), the parent company of Northstar Wireless, L.L.C. (“Northstar Wireless,” and collectively with Northstar Spectrum, the “Northstar Entities”), and in SNR Wireless HoldCo, LLC (“SNR HoldCo”), the parent company of SNR Wireless LicenseCo, LLC (“SNR Wireless,” and collectively with SNR HoldCo, the “SNR Entities”), respectively. 3 wireless spectrum licenses (the “AWS-3 Licenses”) to Northstar Wireless and to SNR Wireless, respectively, which are recorded in “FCC authorizations” on our Condensed Consolidated Balance Sheets. Under the applicable accounting guidance in Accounting Standards Codification 810, Consolidation (“ASC 810”), Northstar Spectrum and SNR HoldCo are considered variable interest entities (“VIEs”) and, based on the characteristics of the structure of these entities and in accordance with the applicable accounting guidance, we consolidate these entities into our financial statements. 2023. This purchase resulted in the elimination of all of our redeemable noncontrolling interest as it related to Northstar Spectrum as of the purchase date and we continue to consolidate the Northstar Entities as wholly-owned subsidiaries. The AWS-3 Licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. The SNR Entities may need to raise significant additional capital in the future, which may be obtained from third-party sources or from us, so that the SNR Entities may commercialize, build-out and integrate these AWS-3 Licenses, comply with regulations applicable to such AWS-3 Licenses, and make any potential SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. Depending upon the nature and scope of such commercialization, build-out and integration efforts, regulatory compliance, and potential SNR Re-Auction Payment, any loans, equity contributions or partnerships could vary significantly. There can be no assurance that we will be able to obtain a profitable return on our noncontrolling investment in the SNR Entities. See Note 10 for further information. Recent Developments As previously disclosed, on August 8, 2023, we entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with EchoStar and Eagle Sub Corp, a Nevada corporation and a wholly-owned subsidiary of DISH Network (“Eagle Sub”), providing for the merger of Eagle Sub with and into EchoStar, with EchoStar surviving the merger as a wholly-owned subsidiary of DISH Network. On October 2, 2023, we entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) with EchoStar and EAV Corp., a Nevada corporation and a wholly-owned subsidiary of EchoStar (“Merger Sub”), which revises the structure of the merger of DISH Network and EchoStar. The Amended Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as a wholly-owned subsidiary of EchoStar. , unanimously approved, adopted and declared advisable the Amended Merger Agreement and the transactions contemplated by the Amended Merger Agreement. On the terms and subject to the conditions set forth in the Amended Merger Agreement, at the effective time of the Merger (the “Effective Time”), (a) each share of our Class A common stock and our Class C Common Stock, par value $0.01 per share, outstanding immediately prior to the Effective Time, will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class A Common Stock, par value $0.001 per share (“EchoStar Class A Common Stock”), equal to 0.350877 (the “Exchange Ratio”) and (b) each share of our Class B common stock, par value $0.01 per share, outstanding immediately prior to the Effective Time will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class B Common Stock, par value $0.001 per share (the “EchoStar Class B Common Stock” and, together with the EchoStar Class A Common Stock, the “EchoStar Common Stock”), equal to the Exchange Ratio, in each case except for any shares of our Class A common stock, Class B common stock and Class C common stock (collectively, “DISH Common Stock”) that are held in DISH Network’s treasury or held directly by EchoStar or Merger Sub immediately prior to the Effective Time. If the Merger is completed, the shares of the our Class A common stock will be delisted from the Nasdaq Global Select Market (“NASDAQ”) and deregistered under the Securities Exchange Act of 1934, as amended. The respective obligations of DISH Network and EchoStar to consummate the transactions contemplated by the Amended Merger Agreement are subject to the satisfaction or waiver of a number of conditions, including, among others, (a) the adoption and approval of the Amended Merger Agreement and approval of the Merger by the affirmative vote of the holders of a majority of DISH Common Stock entitled to vote thereon, which condition was satisfied through the execution and delivery of a written consent (the “Ergen DISH Written Consent”) by the Ergen DISH Stockholders (as defined in the Amended Merger Agreement); and (b) the affirmative vote of a majority of the votes cast by the holders of EchoStar Common Stock entitled to vote thereon with respect to the issuance of shares of EchoStar Common Stock in connection with the Merger, which condition was satisfied through the execution and delivery of a written consent (the “Ergen EchoStar Written Consent”) by the Ergen EchoStar Stockholders (as defined in the Amended Merger Agreement). Concurrently with the entry into the Amended Merger Agreement, the Ergen EchoStar Stockholders, the Ergen DISH Stockholders (collectively, the “Ergen Stockholders”), DISH Network and EchoStar entered into an amended and restated support agreement (the “Amended Support Agreement”), pursuant to which the Ergen Stockholders agreed, among other things: (a) not to transfer shares of DISH Common Stock or EchoStar Common Stock prior to the earlier of the Effective Time and the termination of the Amended Merger Agreement in accordance with the terms thereof, subject to certain limited exceptions and (b) to not vote, or cause or direct to be voted, the shares of EchoStar Class A Common Stock owned by them as of the closing of the Merger, other than with respect of any matter on presented to the holders of EchoStar Class A Common Stock on which holders of EchoStar Class B Common Stock are not entitled to vote, for three years following the closing of the Merger. For more information and a copy of the Amended Merger Agreement and the Amended Support Agreement, see the Form 8-K of DISH Network Corporation filed on October 3, 2023. Other Developments Cyber-Security Incident On February 23, 2023, we announced on our quarterly earnings call that we had experienced a network outage that affected internal servers and IT telephony. We immediately activated our incident response and business continuity plans designed to contain, assess and remediate the situation. We engaged the services of cyber-security experts and outside advisors to assist in the evaluation of the situation, and once we determined that the outage was due to a cyber-security incident, we promptly notified appropriate law enforcement authorities. On February 28, 2023, we further disclosed that certain data had been extracted from our IT systems as part of this incident. Our investigation into the extent of the incident is now completed. We have determined that our customer databases were not accessed in this incident. However, we have confirmed that certain employee-related records as well as a limited number of other records containing personal information were among the data extracted. We have taken steps to protect the affected records and personal information, and we received confirmation that the extracted data has been deleted. While we have no evidence that this data has been misused, we have notified individuals whose data was extracted. Our DISH TV, SLING TV and Retail Wireless services, along with our wireless and data networks remained operational at all times during the incident. As of March 31, 2023, all significant systems had been restored. During the first quarter of 2023, we incurred substantially all of our cyber-security-related expenses for this matter, including, but not limited to, costs to remediate the incident and provide additional customer support. During the second and third quarters of 2023, we did not incur additional material expenses resulting from the cyber-security incident and do not expect to incur material expenses in future periods. During the nine months ended September 30, 2023, we incurred approximately million in cyber-security-related expenses, which are recorded in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared under GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. Certain prior period amounts have been reclassified to conform to the current period presentation. Principles of Consolidation We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and VIEs where we have been determined to be the primary beneficiary. Minority interests are recorded as noncontrolling interests or redeemable noncontrolling interests. See below for further information. Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments and recorded at fair value with changes recognized in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. Redeemable Noncontrolling Interests Northstar Wireless . Northstar Wireless is a wholly-owned subsidiary of Northstar Spectrum, which is an entity owned by Northstar Manager, LLC (“Northstar Manager”) and us. Under the applicable accounting guidance in ASC 810, Northstar Spectrum is considered a VIE and, based on the characteristics of the structure of this entity and in accordance with the applicable accounting guidance, we consolidate Northstar Spectrum into our financial statements. The Northstar Operative Agreements, as amended, provide for, among other things, that Northstar Manager has the ability, but not the obligation, to require Northstar Spectrum to purchase Northstar Manager’s ownership interests in Northstar Spectrum (the “Northstar Put Right”) for a purchase price that equals its equity contribution to Northstar Spectrum plus a fixed annual rate of return. The First Northstar Put Window closed in the first quarter of 2021. 21, 2022. The consummation of the sale was subject to consent by the FCC, which occurred on October 10, 2023. The value of the Northstar Put Right had accrued to approximately 2023. Subsequently, on October 12, 2023, we completed the purchase of Northstar Manager’s ownership interests in Northstar Spectrum, for approximately million. This purchase resulted in the elimination of all of our redeemable noncontrolling interest as it related to Northstar Spectrum as of the purchase date and we continue to consolidate the Northstar Entities as wholly-owned subsidiaries. Northstar Purchase Agreement . On December 30, 2020, through our wholly-owned subsidiary American II, we entered into a Purchase Agreement (the “Northstar Purchase Agreement”) with Northstar Manager and Northstar Spectrum, pursuant to which American II purchased As a result of the Northstar Transaction, through American II, we hold 97% of the Class B Common Interests in Northstar Spectrum and Northstar Manager holds 3% of the Class B Common Interests in Northstar Spectrum. Other than the change in ownership percentage of Northstar Spectrum, the Northstar Transaction did not modify or amend in any way the existing arrangements between or among the Northstar parties. Northstar Spectrum does not have a call right with respect to Northstar Manager’s ownership interests in Northstar Spectrum. Although Northstar Manager is the sole manager of Northstar Spectrum, Northstar Manager’s ownership interest is considered temporary equity under the applicable accounting guidance and is thus recorded as part of “Redeemable noncontrolling interests” in the mezzanine section of our Condensed Consolidated Balance Sheets. Northstar Manager’s ownership interest in Northstar Spectrum was initially accounted for at fair value. Subsequently, Northstar Manager’s ownership interest in Northstar Spectrum is increased by the fixed annual rate of return through “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The operating results of Northstar Spectrum attributable to Northstar Manager are recorded as “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 10 for further information. SNR Wireless . SNR Wireless is a wholly-owned subsidiary of SNR HoldCo, which is an entity owned by SNR Wireless Management, LLC (“SNR Management”) and us. Under the applicable accounting guidance in ASC 810, SNR HoldCo is considered a VIE and, based on the characteristics of the structure of this entity and in accordance with the applicable accounting guidance, we consolidate SNR HoldCo into our financial statements. The SNR Operative Agreements, as amended, provide for, among other things, that SNR Management has the ability, but not the obligation, to require SNR HoldCo to purchase SNR Management’s ownership interests in SNR HoldCo (the “SNR Put Right”) for a purchase price that equals its equity contribution to SNR HoldCo plus a fixed annual rate of return. The First SNR Put Window closed in the first quarter of 2021. 15, 2021. The consummation of the sale is subject to consent by the FCC. T he value of the SNR Put Right has accrued to approximately $420 million as of 2023. If consented to by the FCC, the sale will result in the elimination of all of our redeemable noncontrolling interest as it related to SNR Wireless. SNR HoldCo does not have a call right with respect to SNR Management’s ownership interests in SNR HoldCo. Although SNR Management is the sole manager of SNR HoldCo, SNR Management’s ownership interest is considered temporary equity under the applicable accounting guidance and is thus recorded as part of “Redeemable noncontrolling interests” in the mezzanine section of our Condensed Consolidated Balance Sheets. SNR Management’s ownership interest in SNR HoldCo was initially accounted for at fair value. Subsequently, SNR Management’s ownership interest in SNR HoldCo is increased by the fixed annual rate of return through “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The operating results of SNR HoldCo attributable to SNR Management are recorded as “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 10 for further information. As of September 30, 2023 million, respectively, recorded as “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets. million on October 12, 2023. This purchase resulted in the elimination of all of our Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates in accounting for, among other things, allowances for credit losses (including those related to our installment billing programs), self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, the fair value of our option to purchase T-Mobile’s 800 MHz spectrum, relative standalone selling prices of performance obligations, finance leases, asset impairments, estimates of future cash flows used to evaluate and recognize impairments, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) on lease right of use assets, nonrefundable upfront fees, independent third-party retailer incentives, programming expenses and subscriber lives. Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur. Capitalized Interest We capitalize interest associated with the acquisition or construction of certain assets, including, among other things, our Wireless spectrum licenses, build-out costs associated with our 5G Network Deployment and satellites. Capitalization of interest begins when, among other things, steps are taken to prepare the asset for its intended use and ceases when the asset is ready for its intended use or when these activities are substantially suspended. We are currently preparing for the commercialization of our 5G Network Deployment . As a result, the interest expense related to the carrying amount of the is being capitalized. The qualifying assets currently exceed the carrying value of our long-term debt and finance lease obligations, therefore substantially all of our interest expense is being capitalized. However, as the qualifying assets, including certain bands of wireless spectrum licenses, are placed into service, we will no longer capitalize interest on those assets Fair Value Measurements We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value: ● Level 1, defined as observable inputs being quoted prices in active markets for identical assets; ● Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; and quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available. As of September 30, 2023 and December 31, 2022, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current liabilities (excluding the “Current portion of long-term debt and finance lease obligations”) was equal to or approximated fair value due to their short-term nature or proximity to current market rates. See Note 5 for the fair value of our marketable investment securities and derivative instruments. Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of private debt are based on, among other things, available trade information, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. See Note 9 for the fair value of our long-term debt. Assets Recognized Related to the Costs to Obtain a Contract with a Subscriber We recognize an asset for the incremental costs of obtaining a contract with a subscriber if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs in both our Pay-TV and Wireless segments, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated subscriber life exceeding one year. During the three months ended September 30, 2023 , 2023 and 2022, respectively. During the nine months ended September 30, 2023 and 2022, we capitalized million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 Advertising Costs We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled million for the three months ended September 30, 2023 and 2022, respectively. Advertising expenses totaled Research and Development Research and development costs are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) . 30, 2023 and 2022, respectively. Research and development costs totaled New Accounting Pronouncements We do not expect that any recently issued accounting pronouncements will have a material effect on our condensed financial statements. |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Basic and Diluted Net Income (Loss) Per Share | |
Basic and Diluted Net Income (Loss) Per Share | 3. Basic and Diluted Net Income (Loss) Per Share We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to DISH Network” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if our Convertible Notes were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of our Class A common stock for the reporting period. The potential dilution from conversion of the Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of our Class A common stock issuable upon conversion of the Convertible Notes will be included in the calculation of diluted EPS assuming conversion of the Convertible Notes at the beginning of the reporting period (or at time of issuance, if later). Merger Consideration On the terms and subject to the conditions set forth in the Amended Merger Agreement, at the Effective Time, each share of our Class A Common Stock outstanding immediately prior to the Effective Time will be converted into EchoStar Class A Common Stock equal to the Exchange Ratio . See Note 1 for further information. In addition, on the terms and subject to the conditions set forth in the Amended Merger Agreement, prior to or at the Effective Time, we and EchoStar will cooperate and take all actions required to amend the terms and conditions of the Convertible Notes, the . See Note 9 for further information. The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation. For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands, except per share amounts) Net income (loss) $ (116,839) $ 429,585 $ 348,823 $ 1,418,438 Less: Net income (loss) attributable to noncontrolling interests, net of tax 22,346 17,355 64,980 50,725 Net income (loss) attributable to DISH Network - Basic (139,185) 412,230 283,843 1,367,713 Interest on dilutive Convertible Notes, net of tax (1) — — — — Net income (loss) attributable to DISH Network - Diluted $ (139,185) $ 412,230 $ 283,843 $ 1,367,713 Weighted-average common shares outstanding - Class A and B common stock: Basic 534,034 530,436 532,788 529,870 Dilutive impact of Convertible Notes (2) — 107,016 107,016 107,016 Dilutive impact of stock awards outstanding (2) — 3 127 409 Diluted 534,034 637,455 639,931 637,295 Earnings per share - Class A and B common stock: Basic net income (loss) per share attributable to DISH Network $ (0.26) $ 0.78 $ 0.53 $ 2.58 Diluted net income (loss) per share attributable to DISH Network $ (0.26) $ 0.65 $ 0.44 $ 2.15 (1) For both the three and nine months ended September 30, 2023 and 2022, substantially all of our interest expense was capitalized. See Note 2 for further information. (2) For the three months ended September 30, 2023, the dilutive impact of 107 million weighted-average shares of Class A common stock were excluded from the computation of “Diluted net income (loss) per share attributable to DISH Network” because the effect would have been anti-dilutive as a result of the net loss attributable to DISH Network in the period. Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance-based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warrants that we issued to certain option counterparties in connection with the Convertible Notes due 2026 are only exercisable at their expiration if the market price per share of our Class A common stock is greater than the strike price of the warrants, which is approximately $86.08 per share, subject to certain adjustments. As a consequence, the following are not included in the diluted EPS calculation. As of September 30, 2023 2022 (In thousands) Anti-dilutive stock awards 14,835 8,435 Performance/market based options 13,565 15,508 Restricted Performance Units/Awards — 1,146 Common stock warrants 46,029 46,029 Total 74,429 71,118 |
Supplemental Data - Statements
Supplemental Data - Statements of Cash Flows | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Data - Statements of Cash Flows | |
Supplemental Data - Statements of Cash Flows | 4. Supplemental Data - Statements of Cash Flows The following table presents certain supplemental cash flow and other non-cash data. See Note 8 for supplemental cash flow and non-cash data related to leases. For the Nine Months Ended September 30, 2023 2022 (In thousands) Cash paid for interest (including capitalized interest) $ 851,275 $ 798,773 Cash received for interest 11,578 6,827 Cash paid for income taxes 22,440 49,746 Capitalized interest (1) 969,736 773,689 Employee benefits paid in Class A common stock 14,680 26,348 Vendor financing 87,343 82,325 FCC licenses reclassification — 122,657 Accrued wireless equipment purchases 281,444 537,977 Asset retirement obligation 65,580 101,342 Accrued Upfront Payment (2) 100,000 — Unsettled sales of marketable investment securities 119,068 — (1) See Note 2 for further information. (2) See Note 5 for further information. |
Marketable Investment Securitie
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities | 9 Months Ended |
Sep. 30, 2023 | |
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities | |
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities | 5. Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities Our marketable investment securities, restricted cash and cash equivalents, and other investment securities consisted of the following: As of September 30, December 31, 2023 2022 (In thousands) Marketable investment securities: Current marketable investment securities: Strategic - available-for-sale $ 144 $ 144 Strategic - trading/equity 75 655 Other 182,597 835,184 Total current marketable investment securities 182,816 835,983 Restricted marketable investment securities (1) 23,232 41,689 Total marketable investment securities 206,048 877,672 Restricted cash and cash equivalents (1) 84,119 62,925 Other investment securities: Other investment securities 180,333 168,200 Total other investment securities 180,333 168,200 Total marketable investment securities, restricted cash and cash equivalents, and other investment securities $ 470,500 $ 1,108,797 (1) Restricted marketable investment securities and restricted cash and cash equivalents are included in “Restricted cash, cash equivalents and marketable investment securities” on our Condensed Consolidated Balance Sheets. Marketable Investment Securities Our marketable investment securities portfolio consists of and may consist of debt and equity instruments. All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “Stockholders’ Equity (Deficit),” net of related deferred income tax on our Condensed Consolidated Balance Sheets. The corresponding changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Current Marketable Investment Securities Strategic Our current strategic marketable investment securities portfolio includes and may include strategic and financial debt and/or equity investments in private and public companies that are highly speculative and have experienced and continue to experience volatility. As of September 30, 2023, this portfolio consisted of securities of a small number of issuers, and as a result the value of that portfolio depends, among other things, on the performance of those issuers. The fair value of certain of the debt and equity securities in this portfolio can be adversely impacted by, among other things, the issuers’ respective performance and ability to obtain any necessary additional financing on acceptable terms, or at all. Current Marketable Investment Securities - Other Our current other marketable investment securities portfolio includes investments in various debt instruments including, among others, commercial paper, corporate securities and United States treasury and/or agency securities. Commercial paper consists mainly of unsecured short-term, promissory notes issued primarily by corporations with maturities ranging up to 365 days . Corporate securities consist of debt instruments issued by corporations with various maturities normally less than . U.S. Treasury and agency securities consist of debt instruments issued by the federal government and other government agencies. Restricted Cash, Cash Equivalents and Marketable Investment Securities As of September 30, 2023 and December 31, 2022, our restricted marketable investment securities, together with our restricted cash and cash equivalents, included amounts required as collateral for our letters of credit and trusts. Other Investment Securities We have strategic investments in certain debt and/or equity securities that are included in noncurrent “Other investment securities” on our Condensed Consolidated Balance Sheets. Our debt securities are classified as available-for-sale and are recorded at fair value, and our equity securities are accounted for using the equity method of accounting or recorded at fair value. Certain of our equity method investments are detailed below. NagraStar L.L.C. We own a interest in NagraStar L.L.C. (“NagraStar”), a joint venture that is our primary provider of encryption and related security systems intended to assure that only authorized customers have access to our programming. Invidi Technologies Corporation . In November 2016, we, AT&T Inc., and Cavendish Square Holding B.V., an affiliate of WPP plc, entered into a series of agreements to acquire Invidi Technologies Corporation (“Invidi”), an entity that provides proprietary software for the addressable advertising market. TerreStar Solutions, Inc. Our ability to realize value from our strategic investments in securities that are not publicly traded depends on, among other things, the success of the issuers’ businesses and their ability to obtain sufficient capital, on acceptable terms or at all, and to execute their business plans. Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them we will not be able to obtain fair value for them. Fair Value Measurements Our investments measured at fair value on a recurring basis were as follows: As of September 30, 2023 December 31, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents (including restricted) $ 745,774 $ 54,839 $ 690,935 $ — $ 1,620,458 $ 174,050 $ 1,446,408 $ — Debt securities (including restricted): U.S. Treasury and agency securities $ 5,076 $ 5,076 $ — $ — $ 22,824 $ 22,824 $ — $ — Commercial paper 180,086 — 180,086 — 696,324 — 696,324 — Corporate securities 17,901 — 17,901 — 156,380 — 156,380 — Other 2,910 — 2,766 144 1,489 — 1,345 144 Equity securities 75 75 — — 655 655 — — Total $ 206,048 $ 5,151 $ 200,753 $ 144 $ 877,672 $ 23,479 $ 854,049 $ 144 As of September 30, 2023, restricted and non-restricted marketable investment securities included debt securities of $206 million with contractual maturities within one year . Derivative Instruments We have the option to purchase certain of T-Mobile’s 800 MHz spectrum licenses from T-Mobile at a fixed price. This instrument meets the definition of a derivative and is valued based upon, among other things, our estimate of the underlying asset price, the expected term, volatility, the risk free rate of return and the probability of us exercising the option. The instrument acquisition date fair value was $713 million. The derivative is remeasured quarterly. As of September 30, 2023 and December 31, 2022, the derivative’s fair value was billion, respectively, and is included in “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets. The change in the derivative’s carrying value was primarily driven by a decrease in our estimated probability of exercising the option. This decrease was partially offset by an increase in the estimated underlying asset value based on Level 3 current market data indicative pricing for similar assets. All changes in the derivative’s fair value are recorded in “Other, net” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) until the option is either exercised or expires. See the table below. If we elect to exercise the option and purchase these licenses, we will record the licenses at fair value at that date in “FCC authorizations” on our Condensed Consolidated Balance Sheets. If we elect to not exercise the option or it expires, we will expense the derivative’s fair value at that date on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and were potentially subject to pay T-Mobile a fee of approximately License Purchase Agreement under certain circumstances. In conjunction with the Amendment that modifies the License Purchase Agreement, discussed below, the million fee has been superseded by the Upfront Payment, defined below. See Note 10 License Purchase Agreement On June 30, 2023, the United States Department of Justice, Antitrust Division (the “DOJ”) provided notice to the United States District Court for the District of Columbia (the “District Court”) that, pursuant to its discretion under the Final Judgment, it granted a 60-day extension of the deadline for T-Mobile to divest the 800 MHz spectrum licenses, which expired on August 30, 2023. On August 17, 2023, we filed a petition with the District Court seeking an extension of the deadline for T-Mobile to divest the 800 MHz spectrum licenses . On October 15, 2023, we and T-Mobile entered into an amendment to the License Purchase Agreement (the “Amendment”) that, among other things, extends the date by which we may purchase the 800 MHz spectrum licenses to April 1, 2024 (the “Extension”). In connection with the Extension, we agreed to make an upfront payment of million (the “Upfront Payment”) to T-Mobile. The Amendment also resolves all outstanding disputes between the parties with respect to the License Purchase Agreement. The Amendment has been approved by the DOJ in accordance with the Stipulation and Order filed in the District Court on July 26, 2019 and the Final Judgment entered by the District Court on April 1, 2020. The Amendment became effective upon the District Court entering the Amended Final Judgment on October 23, 2023. The Upfront Payment is fully creditable against the purchase price in the event we exercise our option to purchase the 800 MHz spectrum licenses from T-Mobile. T-Mobile has the right (but not the obligation) to pursue an alternative offer between now and April 1, 2024 provided that we retain the first right to purchase the spectrum before April 1, 2024. 800 MHz spectrum licenses License Purchase Agreement Amendment and we will expense the Upfront Payment at that date on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of September 30, 2023, we recorded the $100 million Upfront Payment in “Other noncurrent assets, net” with the offsetting liability in “Other accrued expenses” on our Condensed Consolidated Balance Sheets. Subsequently, on October 25, 2023, we paid the million Upfront Payment to T-Mobile. We account for our option to purchase certain T-Mobile’s 800 MHz spectrum licenses under the License Purchase Agreement as a Level 3 instrument within the fair value hierarchy. Gains and Losses on Sales and Changes in Carrying Amounts of Investments and Other “Other, net” within “Other Income (Expense)” included on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, Other, net: 2023 2022 2023 2022 (In thousands) Marketable and non-marketable investment securities - realized and unrealized gains (losses) $ 20 $ 26,569 $ 1,432 $ 26,531 Derivative instruments - net realized and/or unrealized gains (losses) (1) (155,133) 34,000 (192,107) 92,000 Gains (losses) related to early redemption of debt (2) 4,480 — 72,566 (1,149) Equity in earnings (losses) of affiliates (1,216) (570) (3,596) 687 Other 352 (2,058) 979 (3,805) Total $ (151,497) $ 57,941 $ (120,726) $ 114,264 (1) The change in the derivative’s carrying value was primarily driven by a decrease in our estimated probability of exercising the option to purchase certain of T-Mobile’s 800 MHz spectrum licenses. This decrease was partially offset by an increase in the estimated underlying asset value based on Level 3 current market data indicative pricing for similar assets. (2) This change primarily resulted from repurchases of our Convertible Notes and 5 7/8% Senior Notes due 2024 during the three and nine months ended September 30, 2023 . See Note 9 for further information. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory | |
Inventory | 6. Inventory Inventory consisted of the following: As of September 30, December 31, 2023 2022 (In thousands) Finished goods $ 484,270 $ 447,322 Work-in-process and service repairs 34,060 19,351 Consignment (1) 54,261 14,792 Raw materials — 20,908 Total inventory $ 572,591 $ 502,373 (1) This change primarily resulted from a distribution agreement related to Boost Infinite wireless devices. |
Property and Equipment and Inta
Property and Equipment and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment and Intangible Assets | |
Property and Equipment and Intangible Assets | 7. Property and Equipment and Intangible Assets Property and Equipment Property and equipment consisted of the following: Depreciable As of Life September 30, December 31, (In Years) 2023 2022 (In thousands) Equipment leased to customers 2 - 5 $ 1,229,396 $ 1,318,272 Satellites 4 - 15 1,718,865 1,718,865 Satellites acquired under finance lease agreements 15 344,447 344,447 Furniture, fixtures, equipment and other 2 - 20 1,220,570 1,215,496 5G Network Deployment equipment (1) 3 - 15 2,854,590 770,153 Software 3 - 6 1,655,104 1,354,656 Buildings and improvements 5 - 40 381,768 380,519 Land - 17,513 17,513 Construction in progress - 2,921,462 3,170,623 Total property and equipment 12,343,715 10,290,544 Accumulated depreciation (5,118,839) (4,650,425) Property and equipment, net $ 7,224,876 $ 5,640,119 (1) Includes 5G Network Deployment assets acquired under finance lease agreements. Depreciation and amortization expense consisted of the following: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) Equipment leased to customers $ 34,466 $ 47,745 $ 126,073 $ 148,775 Satellites 32,956 36,083 101,993 111,970 Buildings, furniture, fixtures, equipment and other 24,780 10,552 52,099 34,927 5G Network Deployment equipment 94,204 6,665 231,085 14,989 Software 63,484 35,979 159,460 98,728 Intangible assets 44,907 37,712 135,794 109,911 Total depreciation and amortization $ 294,797 $ 174,736 $ 806,504 $ 519,300 Cost of sales and operating expense categories included in our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) do not include depreciation and amortization expense related to satellites, equipment leased to customers, or our 5G Network Deployment equipment and software. Satellites Pay-TV Satellites . We currently utilize of which we own and depreciate over their estimated useful life. We also lease satellites from third parties: Anik F3, which is accounted for as an operating lease, and Nimiq 5, which is accounted for as a finance lease and is depreciated over its economic life. As of July 2023, we no longer lease the Ciel II satellite. As of September 30, 2023, our pay-TV satellite fleet consisted of the following: Degree Lease Launch Orbital Termination Satellites Date Location Date Owned: EchoStar X February 2006 110 N/A EchoStar XI July 2008 110 N/A EchoStar XIV March 2010 119 N/A EchoStar XV July 2010 61.5 N/A EchoStar XVI November 2012 61.5 N/A EchoStar XVIII June 2016 61.5 N/A EchoStar XXIII March 2017 110 N/A Under Construction: EchoStar XXV 2026 110 N/A Leased from Other Third-Party: Anik F3 April 2007 118.7 April 2025 Nimiq 5 September 2009 72.7 September 2024 Satellite Under Construction EchoStar XXV and is intended to be used at the 110 degree orbital location. Subsequent to September 30, 2023, we entered into an agreement with Space Exploration Technologies Corp (“SpaceX”) for launch services for this satellite, which is expected to be launched during 2026. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | 8. Leases We enter into non-cancelable operating and finance leases for, among other things, communication towers, satellites, office space, dark fiber and transport equipment, warehouses and distribution centers, vehicles and other equipment. Substantially all of our leases have remaining lease terms from one . For certain arrangements (generally communication towers), the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise. Through the first quarter of 2022, our Anik F3 and Nimiq 5 satellites were accounted for as finance leases. The components of lease expense were as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) Operating lease cost (1) $ 130,288 $ 91,447 $ 364,622 $ 229,359 Short-term lease cost (2) 2,686 3,281 8,107 10,220 Finance lease cost: Amortization of right-of-use assets 13,316 6,048 53,505 21,989 Interest on lease liabilities 3,521 3,926 10,915 9,084 Total finance lease cost 16,837 9,974 64,420 31,073 Total lease costs $ 149,811 $ 104,702 $ 437,149 $ 270,652 (1) The increase in operating lease cost is primarily related to communication tower leases. (2) Leases that have terms of 12 months or less. Supplemental cash flow information related to leases was as follows: For the Nine Months Ended September 30, 2023 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 233,135 $ 106,036 Operating cash flows from finance leases $ 9,778 $ 8,721 Financing cash flows from finance leases $ 37,936 $ 34,266 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 559,539 $ 1,184,791 Finance leases $ 53,771 $ 51,661 Supplemental balance sheet information related to leases was as follows: As of September 30, December 31, 2023 2022 (In thousands) Operating Leases: Operating lease assets $ 3,052,636 $ 2,687,522 Other current liabilities $ 274,217 $ 194,030 Operating lease liabilities 3,096,308 2,687,883 Total operating lease liabilities $ 3,370,525 $ 2,881,913 Finance Leases: Property and equipment, gross $ 465,549 $ 411,778 Accumulated depreciation (357,328) (303,802) Property and equipment, net $ 108,221 $ 107,976 Other current liabilities $ 61,875 $ 48,066 Other long-term liabilities 77,314 75,287 Total finance lease liabilities $ 139,189 $ 123,353 Weighted Average Remaining Lease Term: Operating leases 11.1 years 11.8 years Finance leases 2.4 years 2.7 years Weighted Average Discount Rate: Operating leases 8.2% 7.3% Finance leases 9.7% 9.8% Maturities of lease liabilities as of September 30, 2023 were as follows: Maturities of Lease Liabilities Operating Finance For the Years Ending December 31, Leases Leases Total (In thousands) 2023 (remaining three months) $ 91,796 $ 21,949 $ 113,745 2024 392,168 63,331 455,499 2025 430,568 35,392 465,960 2026 462,804 36,588 499,392 2027 465,517 2,574 468,091 Thereafter 3,438,681 — 3,438,681 Total lease payments 5,281,534 159,834 5,441,368 Less: Imputed interest (1,911,009) (20,645) (1,931,654) Total 3,370,525 139,189 3,509,714 Less: Current portion (274,217) (61,875) (336,092) Long-term portion of lease obligations $ 3,096,308 $ 77,314 $ 3,173,622 |
Long-Term Debt and Finance Leas
Long-Term Debt and Finance Lease Obligations | 9 Months Ended |
Sep. 30, 2023 | |
Long-Term Debt and Finance Lease Obligations | |
Long-Term Debt and Finance Lease Obligations | 9. Long-Term Debt and Finance Lease Obligations Fair Value of our Long-Term Debt The following table summarizes the carrying amount and fair value of our debt facilities as of September 30, 2023 and December 31, 2022: As of September 30, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) 5% Senior Notes due 2023 (1) $ — $ — $ 1,443,179 $ 1,441,635 2 3/8 % Convertible Notes due 2024 (2) 951,168 916,688 1,000,000 906,970 5 7/8 % Senior Notes due 2024 (3) 1,989,139 1,855,529 2,000,000 1,870,940 0% Convertible Notes due 2025 (4) 1,957,197 1,321,108 2,000,000 1,287,540 7 3/4 % Senior Notes due 2026 2,000,000 1,504,760 2,000,000 1,620,280 3 3/8 % Convertible Notes due 2026 (5) 2,908,801 1,757,643 3,000,000 1,894,230 5 1/4 % Senior Secured Notes due 2026 2,750,000 2,338,683 2,750,000 2,336,813 11 3/4 % Senior Secured Notes due 2027 (6) 3,500,000 3,522,750 2,000,000 2,071,240 7 3/8 % Senior Notes due 2028 1,000,000 634,930 1,000,000 708,320 5 3/4 % Senior Secured Notes due 2028 2,500,000 1,928,025 2,500,000 2,013,675 5 1/8 % Senior Notes due 2029 1,500,000 841,710 1,500,000 976,755 Other notes payable 116,800 116,800 138,303 138,303 Subtotal 21,173,105 $ 16,738,626 21,331,482 $ 17,266,700 Unamortized deferred financing costs and other debt discounts, net (68,283) (105,697) Finance lease obligations (7) 139,189 123,353 Total long-term debt and finance lease obligations (including current portion) $ 21,244,011 $ 21,349,138 (1) We had repurchased or redeemed the principal balance of our 5% Senior Notes due 2023 as of March 15, 2023, the instrument’s maturity date . (2) During the three and nine months ended September 30, 2023, we repurchased approximately $44 million and $49 million, respectively, of our 2 3/8% Convertible Notes due 2024 in open market trades. The remaining balance of approximately $951 million matures on March 15, 2024 . Our 2 3/8% Convertible Notes due 2024 are included in “Current portion of long-term debt and finance lease obligations” on our Condensed Consolidated Balance Sheets as of September 30, 2023. (3) During both the three and nine months ended September 30, 2023, we repurchased approximately $11 million of our 5 7/8% Senior Notes due 2024 in open market trades. The remaining balance of approximately $1.989 billion matures on November 15, 2024 . (4) During the three and nine months ended September 30, 2023, we repurchased approximately zero and $43 million, respectively, of our 0% Convertible Notes due 2025 in open market trades. The remaining balance of approximately $1.957 billion matures on December 15, 2025 . (5) During the three and nine months ended September 30, 2023, we repurchased approximately zero and $91 million, respectively, of our 3 3/8% Convertible Notes due 2026 in open market trades. The remaining balance of approximately $2.909 billion matures on August 15, 2026 . (6) On January 26, 2023, we issued an additional $1.5 billion aggregate principal amount of our 11 3/4% Senior Secured Notes due 2027. (7) Disclosure regarding fair value of finance leases is not required. We estimated the fair value of our publicly traded long-term debt using market prices in less active markets (Level 2). Future Capital Requirements We have and expect to continue to incur significant expenditures in 2023 and 2024 related to our 5G Network Deployment, including, but not limited to, capital expenditures associated with our 5G Network Deployment, and the potential purchase of additional wireless spectrum licenses. The amount of capital required will also depend on, among other things, debt maturities (as detailed in the table above), the growth of our Retail Wireless business unit and the levels of investment necessary to support potential strategic initiatives that may arise from time to time. We do not currently have cash, marketable investment securities balances and/or projected future cash flows to fully fund our 2024 debt maturities. Since we reached our 5G Network Deployment milestone of 70% of the U.S. population, we expect our capital expenditures will decline in the near term. However, as we prepare for our next build-out requirements in 2025, we expect our capital expenditures to increase as we approach this deadline. To address any remaining capital needs in the near-term, including repayment of our March 2024 debt maturity, we plan to implement one or more of the following options, among other things: raise additional capital, complete the Merger, pursue strategic transactions and/or advance additional cost reduction initiatives. We believe it is probable the Merger will close prior to the March 2024 debt maturity, however, there can be no assurances. Our cost reduction initiatives may include, among other things, a decrease in the anticipated rate at which we acquire subscribers, a reduction to certain Convertible Notes Merger Consideration On the terms and subject to the conditions set forth in the Amended Merger Agreement, prior to or at the Effective Time, we and EchoStar will cooperate and take all actions required to amend the terms and conditions of the Convertible Notes and the convertible note hedge transactions to cause each of the Convertible Notes that are issued and outstanding immediately prior to the Effective Time to remain issued and outstanding but to represent a right, on substantially the same terms and conditions as applied to each of the corresponding Convertible Notes immediately prior to the Effective Time, to convert into shares of EchoStar Class A Common Stock, at a conversion rate equal to the product of (A) the conversion rate underlying each such right to convert into shares of our Class A common stock immediately prior to the Effective Time and (B) the Exchange Ratio. On the terms and subject to the conditions set forth in the Amended Merger Agreement, prior to or at the Effective Time, we and EchoStar will cooperate and take all actions required to amend the terms and conditions of the A Common Stock. The number of shares of EchoStar Class A Common Stock subject to each such warrant will be equal to the product of (A) the number of shares of our Class A common stock subject to the corresponding warrant immediately prior to the Effective Time and (B) the Exchange Ratio, and the per share exercise price for the shares of EchoStar Class A Common Stock issuable upon exercise of each such warrant will be determined by dividing (A) the per share exercise price for the shares of our Class A common stock otherwise purchasable pursuant to the corresponding warrant immediately prior to the Effective Time by (B) the Exchange Ratio, subject, in each case, to any adjustments to the terms of the warrants required or permitted pursuant to the terms of the 2 3/8% Convertible Notes due 2024 On March 17, 2017, we issued $1.0 billion aggregate principal amount of the Convertible Notes due March 15, 2024 in a private placement. 2 3/8% The Convertible Notes due 2024 are: ● our general unsecured obligations; ● ranked senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Notes due 2024; ● ranked equally in right of payment with all of our existing and future unsecured senior indebtedness; ● ranked effectively junior to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; ● ranked structurally junior to all indebtedness and other liabilities of our subsidiaries; and ● not guaranteed by our subsidiaries. We may not redeem the Convertible Notes due 2024 prior to the maturity date. If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2024, holders may require us to repurchase for cash all or part of their Convertible Notes due 2024 at a repurchase price equal to 100% of the principal amount of such Convertible Notes due 2024, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date. The indenture related to the Convertible Notes due 2024 does not contain any financial covenants and does not restrict us from paying dividends, issuing or repurchasing our other securities, issuing new debt (including secured debt) or repaying or repurchasing our debt. Subject to the terms of the related indenture, the Convertible Notes due 2024 may be converted at an initial conversion rate of 12.1630 shares of our Class A common stock per $1,000 principal amount of Convertible Notes due 2024 (equivalent to an initial conversion price of approximately $82.22 per share of our Class A common stock) (the “Initial Conversion Rate”), at any time on or after October 15, 2023 through the second scheduled trading day preceding the maturity date. Holders of the Convertible Notes 15, 2023, but only upon the occurrence of specified events described in the related indenture. The conversion rate is subject to anti-dilution adjustments if certain events occur. Upon any conversion, we will settle our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election. 0% Convertible Notes due 2025 On December 21, 2020, we issued $2.0 billion aggregate principal amount of the Convertible Notes due December 15, 2025 in a private placement. These notes will not bear interest, and the principal amount of the Notes will not accrete. The Convertible Notes due 2025 are: ● our general unsecured obligations; ● ranked senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Notes due 2025; ● ranked equally in right of payment with all of our existing and future unsecured senior indebtedness; ● ranked effectively junior to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; ● ranked structurally junior to all indebtedness and other liabilities of our subsidiaries; and ● not guaranteed by our subsidiaries. We may not redeem the Convertible Notes due 2025 prior to the maturity date. If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2025, holders may require us to repurchase for cash all or part of their Convertible Notes due 2025 at a repurchase price equal to 100% of the principal amount of such Convertible Notes due 2025, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date. The indenture related to the Convertible Notes due 2025 does not contain any financial covenants and does not restrict us from paying dividends, issuing or repurchasing our other securities, issuing new debt (including secured debt) or repaying or repurchasing our debt. Subject to the terms of the related indenture, the Convertible Notes due 2025 may be converted at an initial conversion rate of 24.4123 shares of our Class A common stock per $1,000 principal amount of the Convertible Notes due 2025 (equivalent to an initial conversion price of approximately $40.96 per share of our Class A common stock) (the “Initial Conversion Rate”), at any time on or after July 15, 2025 through the second scheduled trading day preceding the maturity date. Holders of the Convertible Notes 15, 2025, but only upon the occurrence of specified events described in the related indenture. The conversion rate is subject to anti-dilution adjustments if certain events occur. Upon any conversion, we will settle our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election. 3 3/8% Convertible Notes due 2026 On August 8, 2016, we issued $3.0 billion aggregate principal amount of the Convertible Notes due August 15, 2026 in a private offering. 3 3/8% The Convertible Notes due 2026 are: ● our general unsecured obligations; ● ranked senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Notes due 2026; ● ranked equally in right of payment with all of our existing and future unsecured senior indebtedness; ● ranked effectively junior to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; ● ranked structurally junior to all indebtedness and other liabilities of our subsidiaries; and ● not guaranteed by our subsidiaries. We may not redeem the Convertible Notes due 2026 prior to the maturity date. If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2026, holders may require us to repurchase for cash all or part of their Convertible Notes due 2026 at a specified make-whole price equal to 100% of the principal amount of such Convertible Notes due 2026, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date. The indenture related to the Convertible Notes due 2026 does not contain any financial covenants and does not restrict us from paying dividends, issuing or repurchasing our other securities, issuing new debt (including secured debt) or repaying or repurchasing our debt. Subject to the terms of the related indenture, the Convertible Notes due 2026 may be converted at an initial conversion rate of 15.3429 shares of our Class A common stock per $1,000 principal amount of Convertible Notes due 2026 (equivalent to an initial conversion price of approximately $65.18 per share of our Class A common stock) (the “Initial Conversion Rate”), at any time on or after March 15, 2026 through the second scheduled trading day preceding the maturity date. Holders of the Convertible Notes 15, 2026, but only upon the occurrence of specified events described in the related indenture. The conversion rate is subject to anti-dilution adjustments if certain events occur. Upon any conversion, we will settle our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election. Convertible Note Hedge and Warrant Transactions In connection with the offering of the Convertible Notes due 2026 , we entered into convertible note hedge transactions with certain option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes per share. The total cost of the convertible note hedge transactions was million. Concurrently with entering into the convertible note hedge transactions, we also entered into warrant transactions with each option counterparty whereby we sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of our Class A common stock, which initially gives the option counterparties the option to purchase approximately per share. We received $376 million in cash proceeds from the sale of these warrants. We will not be required to make any cash payments to each option counterparty or its affiliates upon the exercise of the options that are a part of the convertible note hedge transactions, but will be entitled to receive from them a number of shares of Class A common stock, an amount of cash or a combination thereof. This consideration is generally based on the amount by which the market price per share of Class A common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions during the relevant valuation period under the convertible note hedge transactions. Additionally, if the market price per share of Class A common stock, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants during the measurement period at the maturity of the warrants, we will owe each option counterparty a number of shares of Class A common stock in an amount based on the excess of such market price per share of Class A common stock over the strike price of the warrants. However, as specified under the terms of the warrant transactions, we may elect to settle the warrants in cash. Intercompany Loan The net proceeds from the offering of our 5 1/4% 5 3/4% Senior Secured Notes due 2028 (the “Senior Notes”) issued on November 26, 2021 were used by DISH DBS to make an intercompany loan to DISH Network pursuant to a Loan and Security Agreement dated November 26, 2021 (together with potential future advances to DISH Network, the “Intercompany Loan”) between DISH DBS and DISH Network in order to finance the purchase of wireless spectrum licenses and for general corporate purposes, including our 5G Network Deployment. The Intercompany Loan will mature in two tranches, with the first tranche maturing on December 1, 2026 (the “2026 Tranche”) and the second tranche maturing on December 1, 20 (the “2028 Tranche”). DISH DBS may make additional advances to DISH Network under the Intercompany Loan, and on February 11, 2022, DISH DBS advanced an additional billion to DISH Network under the Intercompany Loan 2026 Tranche. Interest accrues and is payable semiannually, and interest payments with respect to the Intercompany Loan are, at our option, payable in kind for the first two years. In the third year, a minimum of of each interest payment due with respect to each tranche of the Intercompany Loan must be paid in cash. Thereafter, interest payments must be paid in cash. Interest will accrue: (a) when paid in cash, at a fixed rate of 5 1/4% 5 3/4% per annum in excess of the Cash Accrual Rate for the applicable tranche. As of September 30, 2023, the total Intercompany Loan amount outstanding plus interest paid in kind was billion. The cash proceeds of the Intercompany Loan of As a result, the Intercompany Loan is secured by Weminuche’s interest in the wireless spectrum licenses acquired in Auction 110 with such cash proceeds up to the total loan amount outstanding including interest paid in kind. The remaining balance of our winning bids of approximately billion. Under certain circumstances, DISH Network wireless spectrum licenses (valued based upon a third-party valuation) may be substituted for the collateral. The Intercompany Loan is not included as collateral for the Senior Secured Notes, and the Senior Secured Notes are subordinated to DISH DBS’s existing and certain future unsecured notes with respect to certain realizations under the Intercompany Loan and any collateral pledged as security for the Intercompany Loan. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 10. Commitments and Contingencies Commitments Future disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 have not changed materially, other than those disclosed below. “Other long-term obligations” totaled $14.134 billion as of September 30, 2023 and $15.115 billion as of December 31, 2022. As of September 30, 2023, our future “Other long-term obligations” were as follows: For the Years Ending December 31, Other Long-Term Obligations (1) (In thousands) 2023 (remaining three months) $ 1,485,859 2024 2,668,442 2025 2,096,744 2026 1,840,438 2027 1,087,858 Thereafter 4,955,117 Total $ 14,134,458 (1) Represents minimum contractual commitments related to communication tower obligations, certain 5G Network Deployment commitments, obligations under the NSA with AT&T and the MNSA with T-Mobile, certain wireless device purchases and marketing obligations, radios, software and integration services and satellite related and other obligations. In certain circumstances, the dates on which we are obligated to make these payments could be delayed. We currently expect capital expenditures, excluding capitalized interest, billion is included in the table above in “Other long-term obligations.” Agreements in Connection with the Asset Purchase Agreement On July 1, 2020, we completed the Boost Mobile Acquisition. “License Purchase Agreement”). included in “Other long-term obligations” above. , under certain circumstances. In conjunction with the Amendment that modifies the License Purchase Agreement, discussed below, the million fee has been superseded by the Upfront Payment. On June 30, 2023, the DOJ provided notice to the District Court that, pursuant to its discretion under the Final Judgment, it granted a 60 -day extension of the deadline for T-Mobile to divest the 800 MHz spectrum licenses, which expired on August 30, 2023. On August 17, 2023, we filed a petition with the District Court seeking an extension of the deadline for T-Mobile to divest the 800 MHz spectrum licenses . On October 15, 2023, we and T-Mobile entered into the Amendment that, among other things, provides the Extension. In connection with the Extension, we agreed to make an Upfront Payment of million to T-Mobile. The Amendment also resolves all outstanding disputes between the parties with respect to the License Purchase Agreement. The Amendment has been approved by the DOJ in accordance with the Stipulation and Order filed in the District Court on July 26, 2019 and the Final Judgment entered by the District Court on April 1, 2020. The Amendment became effective upon the District Court entering the Amended Final Judgment on October 23, 2023. The Upfront Payment is fully creditable against the purchase price in the event we exercise our option to purchase the 800 MHz spectrum licenses from T-Mobile. T-Mobile has the right (but not the obligation) to pursue an alternative offer between now and April 1, 2024 provided that we retain the first right to purchase the spectrum before April 1, 2024. 800 MHz spectrum licenses License Purchase Agreement Amendment . As of September 30, 2023, we recorded the $100 million Upfront Payment in “Other noncurrent assets, net” with the offsetting liability in “Other accrued expenses” on our Condensed Consolidated Balance Sheets. Subsequently, on October 25, 2023, we paid the million Upfront Payment to T-Mobile. Wireless – 5G Network Deployment We have invested a total of over $30 billion in Wireless spectrum licenses, which includes over $10 billion in noncontrolling investments in certain entities. The We will need to raise additional capital in the future, which may not be available on favorable terms, to fund the efforts described below, as well as, among other things, make any potential Northstar Re-Auction Payment. There can be no assurance that we and/or the SNR Entities will be able to profitably deploy these Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations. Wireless Spectrum Licenses These Wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements that are summarized in the table below: Carrying Build-Out Deadlines Expiration Amount Interim Final Date (In thousands) Owned: DBS Licenses (1) $ 677,409 700 MHz Licenses (2) 711,871 June 14, 2025 (3) June 2023 (4) AWS-4 Licenses (2) 1,940,000 June 14, 2025 (3) June 2023 (4) H Block Licenses (2) 1,671,506 June 14, 2025 (5) June 2023 (4) 600 MHz Licenses 6,213,335 June 14, 2025 (6) June 2029 MVDDS Licenses (1) 24,000 August 2024 LMDS Licenses (1) — September 2028 28 GHz Licenses 2,883 October 2, 2029 (7) October 2029 24 GHz Licenses 11,772 December 11, 2029 (7) December 2029 37 GHz, 39 GHz and 47 GHz Licenses 202,533 June 4, 2030 (7) June 2030 3550-3650 MHz Licenses 912,939 March 12, 2031 (7) March 2031 3.7-3.98 GHz Licenses 2,762 July 23, 2029 (7) July 23, 2033 (7) July 2036 3.45–3.55 GHz Licenses 7,327,989 May 4, 2026 (7) May 4, 2030 (7) May 2037 1695-1710 MHz, 1755-1780 MHz, and 2155-2180 MHz 972 March 30, 2024 (8) March 2026 Subtotal 19,699,971 Noncontrolling Investments: Northstar (10) 5,618,930 October 2025 (9) October 2025 (9) SNR 4,271,459 October 2025 (9) October 2025 (9) Total AWS-3 Licenses 9,890,389 Capitalized Interest (11) 8,227,581 Total as of September 30, 2023 $ 37,817,941 (1) The build-out deadlines for these licenses have been met. (2) The interim build-out deadlines for these licenses have been met. (3) In a July 14, 2023 filing to the FCC, we certified that we were offering 5G broadband service to at least 70% of the United States population as of June 14, 2023, and certified to meeting other FCC related commitments. As a result of us providing 5G broadband service to over 50% of the U.S. population by June 14, 2023, the final build-out deadlines have been extended automatically to June 14, 2025. For these licenses, we must offer 5G broadband service to at least 70% of the population in each Economic Area (which is a service area established by the FCC). On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, will be confirmed using the drive test methodology agreed to and approved by the FCC. We have six months from September 29, 2023 to complete this drive test. (4) We have timely filed a renewal application, and the FCC confirmed in a letter dated September 29, 2023 that it will update its licensing records to reflect these automatic extensions to June 2025. (5) In a July 14, 2023 filing to the FCC, we certified that we were offering 5G broadband service to at least 70% of the United States population as of June 14, 2023, and certified to meeting other FCC related commitments. As a result of us providing 5G broadband service to over 50% of the U.S. population by June 14, 2023, the final build-out deadlines have been extended automatically to June 14, 2025. For these licenses, we must offer 5G broadband service to at least 75% of the population in each Economic Area (which is a service area established by the FCC). On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, will be confirmed using the drive test methodology agreed to and approved by the FCC. We have six months from September 29, 2023 to complete this drive test. (6) For these licenses, we must offer 5G broadband service to at least 75% of the population in each Partial Economic Area (which is a service area established by the FCC) by this date. We have also acquired certain additional 600 MHz licenses through private transactions. These licenses are currently subject to their original FCC buildout deadlines. (7) There are a variety of build-out options and associated build-out metrics associated with these licenses. (8) For these licenses, we must provide reliable signal coverage and offer service to at least 75% of the population of each license area by this date. (9) For these licenses, Northstar Wireless and SNR Wireless must provide reliable signal coverage and offer service to at least 75% of the population of each license area by this date. The AWS-3 interim build-out requirement was not met and as a result, the AWS-3 expiration date and the AWS-3 final build-out requirement have been accelerated by two years (from October 2027 to October 2025) for each AWS-3 License area in which Northstar Wireless and SNR Wireless did not meet the requirement. (10) Subsequent to September 30, 2023, the FCC consented to the sale of Northstar Manager’s ownership interests in Northstar Spectrum, which we purchased for a total of approximately $109 million on October 12, 2023. This purchase resulted in the elimination of all of our noncontrolling investment as it related to Northstar Spectrum as of the purchase date and we continue to consolidate the Northstar Entities as wholly-owned subsidiaries . (11) See Note 2 for further information. Commercialization of Our Wireless Spectrum Licenses and Related Assets. We plan to commercialize our Wireless spectrum licenses through our 5G Network Deployment. We have committed to deploy our 5G Network capable of serving increasingly larger portions of the U.S. population at different deadlines, including 20% of the U.S. population by June 2022 and 70% by June 2023. of the U.S. population but less than 70% of the U.S. population On June 14, 2022, we announced we had successfully reached our 20% population coverage requirement. 5G cell sites. On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least We now have the largest commercial deployment of 5G VoNR in the world, reaching more than 100 million Americans in over 60 markets, and we are launching new markets every month. We currently expect capital expenditures, excluding capitalized interest, for our 5G Network Deployment to be approximately . See Note 2 for further information. As a result of us providing 5G broadband service to over 50% of the U.S. population by June 14, 2023, the final build-out deadlines have been extended automatically to June 14, 2025 for us to offer 5G broadband service to at least 70% of the population in each Economic Area for the 700 MHz Licenses and AWS-4 Licenses and at least 75% of the population in each Economic Area for the H Block Licenses. We may need to make significant additional investments or partner with others to, among other things, continue our 5G Network Deployment and further commercialize, build-out and integrate these licenses and related assets and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses. Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as we continue our 5G Network Deployment, we have and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third-party integration. As a result of these investments, among other factors, we plan to raise additional capital, which may not be available on favorable terms. See Note 9 for further information. We may also determine that additional wireless spectrum licenses may be required for our 5G Network Deployment and to compete effectively with other wireless service providers. DISH Network Noncontrolling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses Noncontrolling Investments During 2015, through our wholly-owned subsidiaries American II and American III, we initially made over $10 billion in certain noncontrolling investments in Northstar Spectrum, the parent company of Northstar Wireless, and in SNR HoldCo, the parent company of SNR Wireless, respectively. Under the applicable accounting guidance in ASC 810, Northstar Spectrum and SNR HoldCo are considered VIEs and, based on the characteristics of the structure of these entities and in accordance with the applicable accounting guidance, we consolidate these entities into our financial statements. See Note 2 for further information. Northstar Investment. As of 2015, through American II, we owned a noncontrolling interest in Northstar Spectrum, which was comprised of million. See below for further information. Northstar Purchase Agreement . On December 30, 2020, through our wholly-owned subsidiary American II, we entered into a Purchase Agreement (the “Northstar Purchase Agreement”) with Northstar Manager and Northstar Spectrum, pursuant to which American II purchased 80% of Northstar Manager’s Class B Common Interests in Northstar Spectrum (the “Northstar Transaction”) for a purchase price of approximately $312 million. As a result of the Northstar Transaction, through American II, we hold 97% of the Class B Common Interests in Northstar Spectrum and Northstar Manager holds 3% of the Class B Common Interests in Northstar Spectrum. Other than the change in ownership percentage of Northstar Spectrum, the Northstar Transaction did not modify or amend in any way the existing arrangements between or among the Northstar parties. SNR Investment. As of 2015, through American III, we own a noncontrolling interest in SNR HoldCo, which is comprised of of the Class A Preferred Interests of SNR HoldCo. SNR Management is the sole manager of SNR HoldCo and owns a controlling interest in SNR HoldCo, which is comprised of of the Class B Common Interests of SNR HoldCo. As of March 31, 2018, the total equity contributions from American III and SNR Management to SNR HoldCo were approximately million, respectively. As of March 31, 2018, the total loans from American III to SNR Wireless under the SNR Credit Agreement (as defined below) for payments to the FCC related to the SNR Licenses (as defined below) were approximately million. See below for further information. AWS-3 Auction Northstar Wireless and SNR Wireless each filed applications with the FCC to participate in Auction 97 (the “AWS-3 Auction”) for the purpose of acquiring certain AWS-3 Licenses. Each of Northstar Wireless and SNR Wireless applied to receive bidding credits of as designated entities under applicable FCC rules. Northstar Wireless was the winning bidder for AWS-3 Licenses with gross winning bid amounts totaling approximately billion. SNR Wireless was the winning bidder for AWS-3 Licenses with gross winning bid amounts totaling approximately billion. In addition to the net winning bids, SNR Wireless made a bid withdrawal payment of approximately FCC Order and October 2015 Arrangements. Memorandum Opinion and Order which billion for SNR Wireless). On November 23, 2020, the FCC released a Memorandum Opinion and Order on Remand, FCC 20-160, that found that Northstar Wireless and SNR Wireless are not eligible for bidding credits based on the FCC’s determination that they remain under DISH Network’s de facto control. Northstar Wireless and SNR Wireless have appealed the FCC’s order to the D.C. Circuit Court of Appeals. On June 21, 2022, the United States Court of Appeals for the District of Columbia issued an Opinion rejecting this challenge. On January 17, 2023, Northstar Wireless filed a petition for a writ of certiorari asking the United States Supreme Court to hear a further appeal, but that petition was denied on June 30, 2023. Letters Exchanged between Northstar Wireless and the FCC Wireless Bureau. As outlined in letters exchanged between Northstar Wireless and the Wireless Telecommunications Bureau of the FCC (the “FCC Wireless Bureau”), Northstar Wireless paid the gross winning bid amounts for billion through the application of funds already on deposit with the FCC. Northstar Wireless also notified the FCC that it would not be paying the gross winning bid amounts for billion. As a result of the nonpayment of those gross winning bid amounts, the FCC retained those licenses and Northstar Wireless owed the FCC an additional interim payment of approximately billion. The Northstar Interim Payment was recorded as an expense during the fourth quarter of 2015. Northstar Wireless immediately satisfied the Northstar Interim Payment through the application of funds already on deposit with the FCC and an additional loan from American II of approximately million. As a result, the FCC will not deem Northstar Wireless to be a “current defaulter” under applicable FCC rules. In addition, the FCC Wireless Bureau acknowledged that Northstar Wireless’ nonpayment of those gross winning bid amounts does not constitute action involving gross misconduct, misrepresentation or bad faith. Therefore, the FCC concluded that such nonpayment will not affect the eligibility of Northstar Wireless, its investors (including DISH Network) or their respective affiliates to participate in future spectrum auctions (including Auction 1000 and any re-auction of the AWS-3 licenses retained by the FCC). At this time, DISH Network (through itself, a subsidiary or another entity in which it may hold a direct or indirect interest) expects to participate in any re-auction of those AWS-3 licenses. If the winning bids from re-auction or other award of the AWS-3 licenses retained by the FCC are greater than or equal to the winning bids of Northstar Wireless, no additional amounts will be owed to the FCC. However, if those winning bids are less than the winning bids of Northstar Wireless, then Northstar Wireless will be responsible for the difference less any overpayment of the Northstar Interim Payment (which will be recalculated as of the winning bids from re-auction or other award) (the “Northstar Re-Auction Payment”). million overpayment of the Northstar Interim Payment. As discussed above, at this time, DISH Network (through itself, a subsidiary or another entity in which it may hold a direct or indirect interest) expects to participate in any re-auction. We cannot predict with any degree of certainty the timing or outcome of any re-auction or the amount of any Northstar Re-Auction Payment. DISH Network Guaranty in Favor of the FCC for Certain Northstar Wireless Obligations . On October 1, 2015, DISH Network entered into a guaranty in favor of the FCC (the “FCC Northstar Guaranty”) with respect to the Northstar Interim Payment (which was satisfied on October 1, 2015) and any Northstar Re-Auction Payment. The FCC Northstar Guaranty provides, among other things, that during the period between the due date for the payments guaranteed under the FCC Northstar Guaranty and the date such guaranteed payments are paid: (i) Northstar Wireless’ payment obligations to American II under the Northstar Credit Agreement will be subordinated to such guaranteed payments; and (ii) DISH Network or American II will withhold exercising certain rights as a creditor of Northstar Wireless. Letters Exchanged between SNR Wireless and the FCC Wireless Bureau. million). SNR Wireless also notified the FCC that it would not be paying the gross winning bid amounts for billion. As a result of the nonpayment of those gross winning bid amounts, the FCC retained those licenses and SNR Wireless owed the FCC an additional interim payment of approximately The SNR Interim Payment was recorded as an expense during the fourth quarter of 2015. SNR Wireless immediately satisfied the SNR Interim Payment through a portion of an additional loan from American III in an aggregate amount of approximately million. As a result, the FCC will not deem SNR Wireless to be a “current defaulter” under applicable FCC rules. In addition, the FCC Wireless Bureau acknowledged that SNR Wireless’ nonpayment of those gross winning bid amounts does not constitute action involving gross misconduct, misrepresentation or bad faith. Therefore, the FCC concluded that such nonpayment will not affect the eligibility of SNR Wireless, its investors (including DISH Network) or their respective affiliates to participate in future spectrum auctions (including Auction 1000 and any re-auction of the AWS-3 licenses retained by the FCC). At this time, DISH Network (through itself, a subsidiary or another entity in which it may hold a direct or indirect interest) expects to participate in any re-auction of those AWS-3 licenses. If the winning bids from re-auction or other award of the AWS-3 licenses retained by the FCC are greater than or equal to the winning bids of SNR Wireless, no additional amounts will be owed to the FCC. However, if those winning bids are less than the winning bids of SNR Wireless, then SNR Wireless will be responsible for the difference less any overpayment of the SNR Interim Payment (which will be recalculated as of the winning bids from re-auction or other award) (the “SNR Re-Auction Payment”). For example, if the winning bids in a re-auction are $1, the SNR Re-Auction Payment would be approximately million overpayment of the SNR Interim Payment. As discussed above, at this time, DISH Network (through itself, a subsidiary or another entity in which it may hold a direct or indirect interest) expects to participate in any re-auction. We cannot predict with any degree of certainty the timing or outcome of any re-auction or the amount of any SNR Re-Auction Payment. DISH Network Guaranty in Favor of the FCC for Certain SNR Wireless Obligations. On October 1, 2015, DISH Network entered into a guaranty in favor of the FCC (the “FCC SNR Guaranty”) with respect to the SNR Interim Payment (which was satisfied on October 1, 2015) and any SNR Re-Auction Payment. The FCC SNR Guaranty provides, among other things, that during the period between the due date for the payments guaranteed under the FCC SNR Guaranty and the date such guaranteed payments are paid: (i) SNR Wireless’ payment obligations to American III under the SNR Credit Agreement will be subordinated to such guaranteed payments; and (ii) DISH Network or American III will withhold exercising certain rights as a creditor of SNR Wireless. FCC Licenses . On October 27, 2015, the FCC granted the Northstar Licenses to Northstar Wireless and the SNR Licenses to SNR Wireless, respectively, which are recorded in “FCC authorizations” on our Condensed Consolidated Balance Sheets. The AWS-3 Licenses are subject to certain interim and final build-out requirements. By October 2021, Northstar Wireless and SNR Wireless must provide reliable signal coverage and offer service to at least of the population in each area covered by an individual AWS-3 License (the “AWS-3 Interim Build-Out Requirement”). By October 2027, Northstar Wireless and SNR Wireless must provide reliable signal coverage and offer service to at least of the population in each area covered by an individual AWS-3 License (the “AWS-3 Final Build-Out Requirement”). The AWS-3 Interim Build-Out Requirement was not met and as a result, the AWS-3 License term and the AWS-3 Final Build-Out Requirement have been accelerated by (from October 2027 to October 2025) for each AWS-3 License area in which Northstar Wireless and SNR Wireless did not meet the requirement. If the AWS-3 Final Build-Out Requirement is not met, the authorization for each AWS-3 License area in which Northstar Wireless and SNR Wireless do not meet the requirement may terminate. These wireless spectrum licenses expire in October 2027 unless they are renewed by the FCC. There can be no assurance that the FCC will renew these wireless spectrum licenses. Qui Tam . On September 23, 2016, the United States District Court for the District of Columbia unsealed a qui tam complaint that was filed by Vermont National Telephone Company (“Vermont National”) against us; our wholly-owned subsidiaries, American AWS-3 Wireless I L.L.C., American II, American III, and DISH Wireless Holding L.L.C.; Charles W. Ergen (our Chairman) and Cantey M. Ergen (a member of our Board of Directors); Northstar Wireless; Northstar Spectrum; Northstar Manager; SNR Wireless; SNR HoldCo; SNR Management; and certain other parties. See “ Contingencies – Litigation – Vermont National Telephone Company” D.C. Circuit Court Opinion . SNR Wireless LicenseCo, LLC, et al. v. Federal Communications Commission , 868 F.3d 1021 (D.C. Cir. 2017) (the “Appellate Decision”) affirmed the Order in part, and remanded the matter to the FCC to give Northstar Wireless and SNR Wireless an opportunity to seek to negotiate a cure of the issues identified by the FCC in the Order (a “Cure”). On January 26, 2018, SNR Wireless and Northstar Wireless filed a petition for a writ of certiorari, asking the United States Supreme Court to hear an appeal from the Appellate Decision, . Order on Remand. Northstar Wireless and SNR Wireless timely filed an appeal of the FCC’s 2020 decision. On June 21, 2022, the United States Court of Appeals for the District of Columbia issued an Opinion rejecting this challenge. On January 17, 2023, Northstar Wireless filed a petition for a writ of certiorari asking the United States Supreme Court to hear a further appeal, but that petition was denied on June 30, 2023. Northstar Operative Agreements Northstar LLC Agreement. Northstar Spectrum is governed by a limited liability company agreement by and between American II and Northstar Manager (the “Northstar Spectrum LLC Agreement”). Pursuant to the Northstar Spectrum LLC Agreement, American II and Northstar Manager made pro-rata equity contributions in Northstar Spectrum. On March 31, 2018, American II, Northstar Spectrum, and Northstar Manager amended and restated the Northstar Spectrum LLC Agreement, to, among other things: (i) exchange The Northstar Preferred Interests: (a) are non-voting; (b) have a On June 7, 2018, American II, Northstar Spectrum, and Northstar Manager amended and restated the Second Amended and Restated Limited Liability Company Agreement, dated March 31, 2018, by and among American II, Northstar Spectrum, and Northstar Manager, to, among other things: (i) reduce the mandatory quarterly distribution for the Northstar Preferred Interests from remove American II’s tag along rights with respect to Northstar Manager’s sale of its interest in Northstar Spectrum. Northstar Manager had the right to put its interest in Northstar Spectrum to Northstar Spectrum for a 90 -day period beginning October 27, 2020, which Northstar Manager waived in connection with the Northstar Purchase Agreement. On January 24, 2022, American II, Northstar Spectrum, and Northstar Manager amended and restated the Third Amended and Restated Limited Liability Company Agreement, dated June 7, 2018, by and among American II, Northstar Spectrum, and Northstar Manager, to, among other things: (i) increase the second window for Northstar Manager to “put” its interest in Northstar Spectrum to Northstar Spectrum after October 27, 2021 from 90 days to 270 days . On July 22, 2022, American II, Northstar Spectrum, and Northstar Manager amended and restated the Third Amended and Restated Limited Liability Company Agreement, dated June 7, 2018, by and among American II, Northstar Spectrum, and Northstar Manager, to, among other things, increase the second window for Northstar Manager to “put” its interest in Northstar Spectrum to Northstar Spectrum after July 24, 2022 from 270 days to 360 days . n October 21, 2022, we, through our wholly-owned subsidiary American II received notice that Northstar Manager exercised the Northstar Put Right effective as of October 21, 2022. The value of the Northstar Put Right has accrued to approximately million as of September 30, 2023. The consummation of the sale was subject to consent by the FCC, which occurred on October 10, 2023. Subsequently, on October 12, 2023, we completed the purchase of Northstar Manager’s ownership interests in Northstar Spectrum, for approximately million. This purchase resulted in the elimination of all of our redeemable noncontrolling interest as it related to Northstar Spectrum as of the purchase date and we continue to consolidate the Northstar Entities as wholly-owned subsidiaries. Northstar Wireless Credit Agreement. On October 1, 2015, American II, Northstar Wireless and Northstar Spectrum amended the First Amended and Restated Credit Agreement dated October 13, 2014, by and among American II, as Lender, Northstar Wireless, as Borrower, and Northstar Spectrum, as Guarantor (as amended, the “Northstar Credit Agreement”), to provide, among other things, that: (i) the Northstar Interim Payment and any Northstar Re-Auction Payment will be made by American II directly to the FCC and will be deemed as loans under the Northstar Credit Agreement; (ii) the FCC is a third-party beneficiary with respect to American II’s obligation to pay the Northstar Interim Payment and any Northstar Re-Auction Payment; (iii) in the event that the winning bids from re-auction or other award of the AWS-3 licenses retained by the FCC are less than the winning bids of Northstar Wireless, the purchaser, assignee or transferee of any AWS-3 Licenses from Northstar Wireless is obligated to pay its pro-rata share of the difference (and Northstar Wireless remains jointly and severally liable for such pro-rata share); and (iv) during the period between the due date for the payments guaranteed under the FCC Northstar Guaranty (as discussed below) and the date such guaranteed payments are paid, Northstar Wireless’ payment obligations to American II under the Northstar Credit Agreement will be subordinated to such guaranteed payments. On March 31, 2018, American II, Northstar Wireless, and Northstar Spectrum amended and restated the Northstar Credit Agreement, to, among other things: (i) lower the interest rate on the remaining On June 7, 2018, American II, Northstar Wireless, and Northstar Spectrum amended and restated the Northstar Credit Agreement to, among other things: (i) extend the maturity date on the remaining loan balance from SNR Operative Agreements SNR LLC Agreement . SNR HoldCo is governed by a limited liability company agreement by and between American III and SNR Management (the “SNR HoldCo LLC Agreement”). Pursuant to the SNR HoldCo LLC Agreement, American III and SNR Management made pro-rata equity contributions in SNR HoldCo. On March 31, 2018, American III, SNR Holdco, SNR Wireless Management, and John Muleta amended and restated the SNR HoldCo LLC Agreement , to, among other things: (i) exchange The SNR Preferred Interests: (a) are non-voting; (b) have a percent mandatory quarterly distribution, which can be paid in cash or additional face amount of SNR Preferred Interests at the sole discretion of SNR Management; and (c) have a liquidation preference equal to the then-current face amount of the SNR Preferred Interests plus accrued and unpaid mandatory quarterly distributions in the event of certain liquidation events or deemed liquidation events (e.g., a merger or dissolution of SNR Holdco, or a sale of substantially all of SNR Holdco’s assets). As a result of the exchange noted in (i) above, a principal amount of On June 7, 2018, American III, SNR Holdco, SNR Management, and John Muleta amended and restated the Second Amended and Restated Limited Liability Company Agreement, dated March 31, 2018, by and among American III, SNR Holdco, SNR Management and John Muleta, to, among other things: (i) reduce the mandatory quarterly distribution for the SNR Preferred Interests from remove American III’s tag along rights with respect to SNR Management’s sale of its interest in SNR Holdco. SNR Management had the right to put its interest in SNR |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting | |
Segment Reporting | 11. Segment Reporting Operating segments are components of an enterprise for which separate financial information is available and regularly evaluated by the chief operating decision maker(s) of an enterprise. Operating income is the primary measure used by our chief operating decision maker to evaluate segment operating performance. We currently operate primary business segments: (1) Pay-TV; and (2) Wireless. See Note 1 for further information. All other and eliminations primarily include intersegment eliminations related to intercompany debt and the related interest income and interest expense, which are eliminated in consolidation. The total assets, revenue and operating income, and purchases of property and equipment (including capitalized interest related to FCC authorizations) by segment were as follows: As of September 30, December 31, 2023 2022 (In thousands) Total assets: Pay-TV $ 48,722,185 $ 46,295,495 Wireless (1) 49,142,869 46,261,004 Eliminations (1) (44,120,380) (39,949,937) Total assets $ 53,744,674 $ 52,606,562 (1) The increase primarily resulted from intercompany advances for capital expenditures related to our 5G Network Deployment. For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) Revenue: Pay-TV $ 2,807,101 $ 3,078,418 $ 8,754,372 $ 9,399,244 Wireless 900,302 1,018,132 2,824,550 3,241,590 Eliminations (2,887) (1,099) (5,847) (4,800) Total revenue $ 3,704,516 $ 4,095,451 $ 11,573,075 $ 12,636,034 Operating income (loss): Pay-TV $ 589,465 $ 647,654 $ 1,985,490 $ 2,185,171 Wireless (631,271) (220,625) (1,497,539) (514,847) Total operating income (loss) $ (41,806) $ 427,029 $ 487,951 $ 1,670,324 Purchases of property and equipment (including capitalized interest related to FCC authorizations): Pay-TV $ 64,331 $ 28,103 $ 167,524 $ 91,358 Wireless 852,169 765,086 2,907,102 2,496,077 Total purchases of property and equipment (including capitalized interest related to FCC authorizations) $ 916,500 $ 793,189 $ 3,074,626 $ 2,587,435 Geographic Information. Revenue is attributed to geographic regions based upon the location where the goods and services are provided. All service revenue was derived from the United States. Substantially all of our long-lived assets reside in the United States. The following table summarizes revenue by geographic region: For the Three Months Ended For the Nine Months Ended September 30, September 30, Revenue: 2023 2022 2023 2022 (In thousands) United States $ 3,694,540 $ 4,082,463 $ 11,542,198 $ 12,603,549 Canada and Mexico 9,976 12,988 30,877 32,485 Total revenue $ 3,704,516 $ 4,095,451 $ 11,573,075 $ 12,636,034 The revenue from external customers disaggregated by major revenue source was as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, Category: 2023 2022 2023 2022 (In thousands) Pay-TV subscriber and related revenue $ 2,774,875 $ 3,037,279 $ 8,586,009 $ 9,280,621 Wireless services and related revenue 814,267 892,820 2,535,296 2,754,008 Pay-TV equipment sales and other revenue 32,226 41,139 168,363 118,623 Wireless equipment sales and other revenue 86,035 125,312 289,254 487,582 Eliminations (2,887) (1,099) (5,847) (4,800) Total $ 3,704,516 $ 4,095,451 $ 11,573,075 $ 12,636,034 |
Contract Balances
Contract Balances | 9 Months Ended |
Sep. 30, 2023 | |
Contract Balances | |
Contract Balances | 12. Contract Balances Our valuation and qualifying accounts as of September 30, 2023 were as follows: Allowance for credit losses Balance at Beginning of Period Current Period Provision for Expected Credit Losses Write-offs Charged Against Allowance Balance at End of Period (In thousands) For the nine months ended September 30, 2023 $ 44,431 $ 54,655 $ (47,380) $ 51,706 Contract liabilities arise when we bill our customers and receive consideration in advance of providing the service. Contract liabilities are recognized as revenue when the service has been provided to the customer. Contract liabilities are recorded in “Deferred revenue and other” and “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets. As of September 30, December 31, 2023 2022 (In thousands) Contract liabilities $ 617,244 $ 698,602 Our beginning of period contract liability recorded as customer contract revenue during 2023 was $665 million. We apply a practical expedient and do not disclose the value of the remaining performance obligations for contracts that are less than one year in duration, which represent a substantial majority of our revenue. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of our future revenue. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Related Party Transactions with EchoStar Following the Spin-off, we and EchoStar have operated as separate publicly-traded companies and neither entity has any ownership interest in the other. However, a substantial majority of the voting power of the shares of both companies is owned beneficially by Charles W. Ergen, our Chairman, and by certain entities established by Mr. Ergen for the benefit of his family. In connection with and following the Spin-off, we and EchoStar have entered into certain agreements pursuant to which we obtain certain products, services and rights from EchoStar, EchoStar obtains certain products, services and rights from us, and we and EchoStar have indemnified each other against certain liabilities arising from our respective businesses. Pursuant to the Share Exchange Agreement, among other things, EchoStar transferred to us certain assets and liabilities of the EchoStar technologies and EchoStar broadcasting businesses. Pursuant to the Master Transaction Agreement, among other things, EchoStar transferred to us certain assets and liabilities of its EchoStar Satellite Services segment. In connection with the Share Exchange and the Master Transaction Agreement, we and EchoStar and certain of their subsidiaries entered into certain agreements covering, among other things, tax matters, employee matters, intellectual property matters and the provision of transitional services. In addition, certain agreements that we had with EchoStar have terminated, and we entered into certain new agreements with EchoStar. We also may enter into additional agreements with EchoStar in the future. The following is a summary of the terms of our principal agreements with EchoStar that may have an impact on our financial condition and results of operations. “Trade accounts receivable” As of September 30, 2023 and December 31, 2022, trade accounts receivable from EchoStar was $2 million and $1 million, respectively. These amounts are recorded in “Trade accounts receivable” on our Condensed Consolidated Balance Sheets. “Trade accounts payable” As of September 30, 2023 and December 31, 2022, trade accounts payable to EchoStar was $7 million and $4 million, respectively. These amounts are recorded in “Trade accounts payable” on our Condensed Consolidated Balance Sheets. “Equipment sales and other revenue” During the three months ended September 30, 2023 and 2022, we received $3 million and $1 million, respectively, for services provided to EchoStar. During the nine months ended September 30, 2023 and 2022, we received million, respectively, for services provided to EchoStar. These amounts are recorded in “Equipment sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The agreements pertaining to these revenues are discussed below. Real Estate Lease Agreements. We have entered into lease agreements pursuant to which we lease certain real estate to EchoStar. 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 areas, and EchoStar is responsible for its portion of the taxes, insurance, utilities and maintenance of the premises. The term of each lease is set forth below: ● El Paso Lease Agreement. During 2012, we began leasing certain space at 1285 Joe Battle Blvd., El Paso, Texas to EchoStar for an initial period ending on August 1, 2015, which also provides EchoStar with renewal options for four consecutive three-year terms. EchoStar exercised its renewal option for a period ending in July 2024. ● 90 Inverness Lease Agreement . In connection with the completion of the Share Exchange, effective March 1, 2017, EchoStar leases certain space from us at 90 Inverness Circle East, Englewood, Colorado with renewal options for four consecutive three-year terms. EchoStar exercised its renewal option for a period ending in February 2025. ● Cheyenne Lease Agreement . In connection with the completion of the Share Exchange, effective March 1, 2017, EchoStar began leasing certain space from us at 530 EchoStar Drive, Cheyenne, Wyoming for a period ending in February 2019. In August 2018, EchoStar exercised its option to renew this lease for a one-year period ending in February 2020. EchoStar has the option to renew this lease for 12 one-year periods. In connection with the Master Transaction Agreement, we and EchoStar amended this lease to provide EchoStar with certain space for a period ending in September 2023, with the option for EchoStar to renew for a one-year period upon 180 days ’ written notice prior to the end of the term. This lease was not renewed and terminated in September 2023. Collocation and Antenna Space Agreements 1, 2017, we entered into certain agreements pursuant to which we provide certain collocation and antenna space to HNS through February 2025 at the following locations: Cheyenne, Wyoming; Gilbert, Arizona; Monee, Illinois; Englewood, Colorado; and Spokane, Washington. During August 2017, we entered into certain other agreements pursuant to which we provide certain collocation and antenna space to HNS through August 2022 at the following locations: Monee, Illinois and Spokane, Washington. HNS has the option to renew each of these agreements for periods. In May 2022, HNS exercised its renewal option for a period ending in August 2025. HNS may terminate certain of these agreements with ’ prior written notice to us at the following locations: Englewood, Colorado; and Spokane, Washington. Also in connection with the Master Transaction Agreement, in September 2019, we entered into an agreement pursuant to which we provide HNS with antenna space and power in Cheyenne, Wyoming for a period of five years commencing no later than October 2020, with four three-year renewal terms, with prior written notice no more than 120 days but no less than 90 days prior to the end of the then-current term. TT&C Agreement – Master Transaction Agreement . In September 2019, in connection with the Master Transaction Agreement, we entered into an agreement pursuant to which we provide TT&C services to EchoStar for a period ending in September 2021, with the option for EchoStar to renew for a prior to the initial expiration (the “MTA TT&C Agreement”). The fees for services provided under the MTA 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. Either party is able to terminate the MTA TT&C Agreement for any reason upon ’ notice. renewal terms. In August 2022, EchoStar exercised its first renewal option for a period ending in September 2023. In June 2023, EchoStar exercised its second renewal option for a period ending in September 2024. “Cost of services” During the three months ended September 30, 2023 and 2022, we incurred $2 million and $3 million, respectively, of costs for services provided to us by EchoStar. During the nine months ended September 30, 2023 and 2022, we incurred million, respectively, of costs for services provided to us by EchoStar. These amounts are recorded in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The agreements pertaining to these expenses are discussed below. Hughes Broadband Distribution Agreement . Effective October 1, 2012, dishNET Satellite Broadband L.L.C. (“dishNET Satellite Broadband”), our indirect wholly-owned subsidiary, and HNS entered into a Distribution Agreement (the “Distribution Agreement”) pursuant to which dishNET Satellite Broadband has the right, but not the obligation, to market, sell and distribute the HNS satellite Internet service (the “Service”). dishNET Satellite Broadband pays HNS a monthly per subscriber wholesale service fee for the Service based upon the subscriber’s service level, and, beginning January 1, 2014, certain volume subscription thresholds. The Distribution Agreement also provides that dishNET Satellite Broadband has the right, but not the obligation, to purchase certain broadband equipment from HNS to support the sale of the Service. On February 20, 2014, dishNET Satellite Broadband and HNS amended the Distribution Agreement which, among other things, extended the initial term of the Distribution Agreement through March 1, 2024. Thereafter, the Distribution Agreement automatically renews for successive one year terms unless either party gives written notice of its intent not to renew to the other party at least 180 days before the expiration of the then-current term. Upon expiration or termination of the Distribution Agreement, the parties will continue to provide the Service to the then-current dishNET subscribers pursuant to the terms and conditions of the Distribution Agreement. EchoStar IX . We lease certain satellite capacity from EchoStar on EchoStar IX. Subject to availability, we generally have the right to continue to lease satellite capacity from EchoStar on EchoStar IX on a month-to-month basis. This lease expired on December 31, 2022. “Cost of sales – equipment and other” During each of the three months ended September 30, 2023 and 2022, we incurred $1 million for satellite hosting, operations and maintenance services as well as transmission of certain data. During each of the nine months ended September 30, 2023 and 2022, we incurred $4 million for satellite hosting, operations and maintenance services as well as transmission of certain data. These amounts are recorded in “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The agreements pertaining to these expenses are discussed below. DBSD North America Agreement. On March 9, 2012, we completed the DBSD Transaction. During the second quarter of 2011, EchoStar acquired Hughes. Prior to our acquisition of DBSD North America and EchoStar’s acquisition of Hughes, DBSD North America and HNS entered into an agreement pursuant to which HNS provides, among other things, hosting, operations and maintenance services for DBSD North America’s satellite gateway and associated ground infrastructure. This agreement generally may be terminated by us at any time for convenience. TerreStar Agreements . On March 9, 2012, we completed the TerreStar Transaction. Prior to our acquisition of substantially all the assets of TerreStar and EchoStar’s acquisition of Hughes, TerreStar and HNS entered into various agreements pursuant to which HNS provides, among other things, hosting, operations and maintenance services for TerreStar’s satellite gateway and associated ground infrastructure. These agreements generally may be terminated by us at any time for convenience. Hughes Equipment and Services Agreement. In February 2019, we and HNS entered into an agreement pursuant to which HNS will provide us with HughesNet Service and HughesNet equipment for the transmission of certain data related to our 5G Network Deployment. This agreement has an initial term of “Selling, general and administrative expenses” During each of the three months ended September 30, 2023 and 2022, we incurred $3 million for selling, general and administrative expenses for services provided to us by EchoStar. During the nine months ended September 30, 2023 and 2022, we incurred million, respectively, for selling, general and administrative expenses for services provided to us by EchoStar. These amounts are recorded in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The agreements pertaining to these expenses are discussed below. Real Estate Lease Agreements. We have entered into lease agreements pursuant to which we lease certain real estate from EchoStar. 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, and we are responsible for our portion of the taxes, insurance, utilities and maintenance of the premises. The term of each lease is set forth below: ● Meridian Lease Agreement. We lease all of 9601 S. Meridian Blvd. in Englewood, Colorado for a period ending on December 31, 2023. ● 100 Inverness Lease Agreement . In connection with the completion of the Share Exchange, effective March 1, 2017, we lease certain space from EchoStar at 100 Inverness Terrace East, Englewood, Colorado for a period ending in December 2023. This agreement may be terminated by either party upon 180 days ’ prior notice. Professional Services Agreement. Prior to 2010, in connection with the Spin-off, we entered into various agreements with EchoStar including the Transition Services Agreement, Satellite Procurement Agreement and Services Agreement, which all expired on January 1, 2010 and were replaced by a Professional Services Agreement. During 2009, we and EchoStar agreed that EchoStar shall continue to have the right, but not the obligation, to receive the following services from us, 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. Additionally, we and EchoStar agreed that we shall continue to have the right, but not the obligation, to engage EchoStar to manage the process of procuring new satellite capacity for us (previously provided under the Satellite Procurement Agreement) and receive logistics, procurement and quality assurance services from EchoStar (previously provided under the Services Agreement) and other support services. In connection with the completion of the Share Exchange on February 28, 2017, DISH Network and EchoStar amended the Professional Services Agreement to, among other things, provide certain transition services to each other related to the Share Exchange Agreement. In addition, pursuant to the Master Transaction Agreement, we and EchoStar amended the Professional Services Agreement effective September 10, 2019 to, among other things, provide certain transition services to each other related to the Master Transaction Agreement and to remove certain services no longer necessary as a result of the Master Transaction Agreement. See above for further information on the Master Transaction Agreement. During March 2020, we and EchoStar added a service under the Professional Services Agreement whereby we provide EchoStar with rights to use certain satellite capacity in exchange for certain credits to amounts owed by us to EchoStar under the TerreStar Agreement described above. The Professional Services Agreement renewed on January 1, 2023 for an additional ’ notice. However, either party may terminate the Professional Services Agreement in part with respect to any particular service it receives for any reason upon at least ’ notice. Revenue for services provided by us to EchoStar under the Professional Services Agreement is recorded in “Equipment sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Other Agreements - EchoStar Tax Sharing Agreement. In connection with the Spin-off, we entered into a tax sharing agreement (the “Tax Sharing Agreement”) with EchoStar which 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 us, and we will indemnify EchoStar for such taxes. However, we are not liable for and will not indemnify EchoStar 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 (the “Code”) because of: (i) a direct or indirect acquisition of any of EchoStar’s stock, stock options or assets; (ii) any action that EchoStar takes or fails to take; or (iii) any action that EchoStar takes that is inconsistent with the information and representations furnished to the Internal Revenue Service (“IRS”) in connection with the request for the private letter ruling, or to counsel in connection with any opinion being delivered by counsel with respect to the Spin-off or certain related transactions. In such case, EchoStar is solely liable for, and will indemnify us for, any resulting taxes, as well as any losses, claims and expenses. The Tax Sharing Agreement will only 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, during 2013, we and EchoStar agreed upon a supplemental allocation of the tax benefits arising from certain tax items resolved in the course of the IRS’ examination of these consolidated tax returns. As a result, we agreed to pay EchoStar million of the tax benefit we received or will receive. Any payment to EchoStar, including accrued interest, will be made at such time as EchoStar would have otherwise been able to realize such tax benefit. As of September 30, 2023, we have paid In addition, during 2013, we and EchoStar 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 EchoStar for such combined returns, through the taxable period ending on December 31, 2017 (the “State Tax Arrangement”). During the third quarter of 2018, we and EchoStar amended the Tax Sharing Agreement and the 2013 agreements (the “Amendment”). Under the Amendment, among other things, we are entitled to apply the benefit of EchoStar’s 2009 net operating losses to our federal tax return for the year ended December 31, 2008, in exchange for paying EchoStar over time the value of the net annual federal income taxes paid by EchoStar that would have been otherwise offset by their 2009 net operating loss. In addition, the Amendment extends the term of the State Tax Arrangement for filing certain combined state income tax returns to the earlier to occur of: (1) termination of the Tax Sharing Agreement; (2) a change in control of either us or EchoStar; or (3) for any particular state, if we and EchoStar no longer file a combined tax return for such state. Beginning in 2020 and as it relates to 2020’s state tax returns, DISH Network and EchoStar no longer file combined tax returns in any states. Per the terms of the Amendment, certain tax benefits received or payable related to combined tax returns were satisfied in 2022. Tax Matters Agreement – Share Exchange In addition, we have agreed to indemnify EchoStar if the Transferred Businesses are acquired, either directly or indirectly (e.g., via an acquisition of us), 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 described above, which continues in full force and effect. Tax Matters Agreement – Master Transaction Agreement In addition, we have agreed to indemnify EchoStar if the BSS Business is acquired, either directly or indirectly (e.g., via an acquisition of us), by one or more persons and such acquisition results in the Master Transaction Agreement not qualifying for tax free treatment. The Tax Matters Agreement - Master Transaction Agreement supplements the Tax Sharing Agreement described above, which continues in full force and effect. Patent Cross-License Agreements . 2011, we and EchoStar entered into separate patent cross-license agreements with the same third-party whereby: (i) EchoStar and such third-party licensed their respective patents to each other subject to certain conditions; and (ii) we and such third-party licensed our 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 1, 2017 and aggregate payments under both Cross-License Agreements . In December 2016, we and EchoStar independently exercised our respective options to extend each Cross-License Agreement to include patents acquired by the respective party prior to January 1, 2022. Rovi License Agreement. Hughes Broadband Master Services Agreement. 2017, DISH Network L.L.C. (“DNLLC”) and HNS entered into the MSA pursuant to which DNLLC, among other things: (i) has the right, but not the obligation, to market, promote and solicit orders for the Hughes broadband satellite service Payments from HNS for services provided are recorded in “Service revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). For the three months ended September 30, 2023 and 2022, these payments were less than million, respectively. For the nine months ended September 30, 2023 and 2022, these payments were million, respectively. The MSA has an initial term of terms. After the first anniversary of the MSA, either party has the ability to terminate the MSA, in whole or in part, for any reason upon at least 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. For the three months ended September 30, 2023 and 2022, we purchased broadband equipment from HNS of million, respectively, under the MSA. For the nine months ended September 30, 2023 and 2022, we purchased broadband equipment from HNS of Intellectual Property and Technology License Agreement – Share Exchange In addition, we granted a license back to EchoStar, among other things, for the continued use of all intellectual property and technology transferred to us pursuant to the Share Exchange Agreement that is used in EchoStar’s retained businesses. Intellectual Property and Technology License Agreement – Master Transaction Agreement In addition, we granted a license back to EchoStar, among other things, for the continued use of all intellectual property and technology transferred to us pursuant to the Master Transaction Agreement that is used in EchoStar’s retained businesses. Related Party Transactions with NagraStar L.L.C. We own a 50% interest in NagraStar, a joint venture that is our primary provider of encryption and related security systems intended to assure that only authorized customers have access to our programming. Certain payments related to NagraStar are recorded in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). In addition, certain other payments are initially included in “Inventory” and are subsequently capitalized as “Property and equipment, net” on our Condensed Consolidated Balance Sheets or expensed as “Selling, general and administrative expenses” or “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when the equipment is deployed. We record all payables in “Trade accounts payable” or “Other accrued expenses” on our Condensed Consolidated Balance Sheets. Our investment in NagraStar is accounted for using the equity method. The table below summarizes our transactions with NagraStar: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) Purchases (including fees): Purchases from NagraStar $ 8,972 $ 10,285 $ 28,012 $ 32,713 As of September 30, December 31, 2023 2022 (In thousands) Amounts Payable and Commitments: Amounts payable to NagraStar $ 7,235 $ 7,422 Commitments to NagraStar $ 2,504 $ 3,272 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 144 14. Subsequent Events On November 5, 2023, we entered into an Asset Purchase Agreement, License Purchase Agreement, and other ancillary transaction agreements with Liberty Latin America (“Liberty”) and its affiliate providing for the sale of certain of our wireless assets in Puerto Rico and the US Virgin Islands (the “Transaction”). Beginning on the financial closing, which is subject to various closing conditions, including but not limited to regulatory approvals from the FCC and DOJ, we will receive payments totaling $256 million over a three-year period. The consideration also includes a right for us to receive preferential international roaming rates and credits within Liberty’s footprint. Either we or Liberty may terminate the Transaction under certain circumstances, including, but not limited to, if the Transaction is not completed within twelve months from signing the agreements, which will automatically be extended for an additional three-month period in the event that the required regulatory approvals have not been obtained. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared under GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Principles of Consolidation | Principles of Consolidation We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and VIEs where we have been determined to be the primary beneficiary. Minority interests are recorded as noncontrolling interests or redeemable noncontrolling interests. See below for further information. Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments and recorded at fair value with changes recognized in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests Northstar Wireless . Northstar Wireless is a wholly-owned subsidiary of Northstar Spectrum, which is an entity owned by Northstar Manager, LLC (“Northstar Manager”) and us. Under the applicable accounting guidance in ASC 810, Northstar Spectrum is considered a VIE and, based on the characteristics of the structure of this entity and in accordance with the applicable accounting guidance, we consolidate Northstar Spectrum into our financial statements. The Northstar Operative Agreements, as amended, provide for, among other things, that Northstar Manager has the ability, but not the obligation, to require Northstar Spectrum to purchase Northstar Manager’s ownership interests in Northstar Spectrum (the “Northstar Put Right”) for a purchase price that equals its equity contribution to Northstar Spectrum plus a fixed annual rate of return. The First Northstar Put Window closed in the first quarter of 2021. 21, 2022. The consummation of the sale was subject to consent by the FCC, which occurred on October 10, 2023. The value of the Northstar Put Right had accrued to approximately 2023. Subsequently, on October 12, 2023, we completed the purchase of Northstar Manager’s ownership interests in Northstar Spectrum, for approximately million. This purchase resulted in the elimination of all of our redeemable noncontrolling interest as it related to Northstar Spectrum as of the purchase date and we continue to consolidate the Northstar Entities as wholly-owned subsidiaries. Northstar Purchase Agreement . On December 30, 2020, through our wholly-owned subsidiary American II, we entered into a Purchase Agreement (the “Northstar Purchase Agreement”) with Northstar Manager and Northstar Spectrum, pursuant to which American II purchased As a result of the Northstar Transaction, through American II, we hold 97% of the Class B Common Interests in Northstar Spectrum and Northstar Manager holds 3% of the Class B Common Interests in Northstar Spectrum. Other than the change in ownership percentage of Northstar Spectrum, the Northstar Transaction did not modify or amend in any way the existing arrangements between or among the Northstar parties. Northstar Spectrum does not have a call right with respect to Northstar Manager’s ownership interests in Northstar Spectrum. Although Northstar Manager is the sole manager of Northstar Spectrum, Northstar Manager’s ownership interest is considered temporary equity under the applicable accounting guidance and is thus recorded as part of “Redeemable noncontrolling interests” in the mezzanine section of our Condensed Consolidated Balance Sheets. Northstar Manager’s ownership interest in Northstar Spectrum was initially accounted for at fair value. Subsequently, Northstar Manager’s ownership interest in Northstar Spectrum is increased by the fixed annual rate of return through “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The operating results of Northstar Spectrum attributable to Northstar Manager are recorded as “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 10 for further information. SNR Wireless . SNR Wireless is a wholly-owned subsidiary of SNR HoldCo, which is an entity owned by SNR Wireless Management, LLC (“SNR Management”) and us. Under the applicable accounting guidance in ASC 810, SNR HoldCo is considered a VIE and, based on the characteristics of the structure of this entity and in accordance with the applicable accounting guidance, we consolidate SNR HoldCo into our financial statements. The SNR Operative Agreements, as amended, provide for, among other things, that SNR Management has the ability, but not the obligation, to require SNR HoldCo to purchase SNR Management’s ownership interests in SNR HoldCo (the “SNR Put Right”) for a purchase price that equals its equity contribution to SNR HoldCo plus a fixed annual rate of return. The First SNR Put Window closed in the first quarter of 2021. 15, 2021. The consummation of the sale is subject to consent by the FCC. T he value of the SNR Put Right has accrued to approximately $420 million as of 2023. If consented to by the FCC, the sale will result in the elimination of all of our redeemable noncontrolling interest as it related to SNR Wireless. SNR HoldCo does not have a call right with respect to SNR Management’s ownership interests in SNR HoldCo. Although SNR Management is the sole manager of SNR HoldCo, SNR Management’s ownership interest is considered temporary equity under the applicable accounting guidance and is thus recorded as part of “Redeemable noncontrolling interests” in the mezzanine section of our Condensed Consolidated Balance Sheets. SNR Management’s ownership interest in SNR HoldCo was initially accounted for at fair value. Subsequently, SNR Management’s ownership interest in SNR HoldCo is increased by the fixed annual rate of return through “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The operating results of SNR HoldCo attributable to SNR Management are recorded as “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 10 for further information. As of September 30, 2023 million, respectively, recorded as “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets. million on October 12, 2023. This purchase resulted in the elimination of all of our |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates in accounting for, among other things, allowances for credit losses (including those related to our installment billing programs), self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, the fair value of our option to purchase T-Mobile’s 800 MHz spectrum, relative standalone selling prices of performance obligations, finance leases, asset impairments, estimates of future cash flows used to evaluate and recognize impairments, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) on lease right of use assets, nonrefundable upfront fees, independent third-party retailer incentives, programming expenses and subscriber lives. Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur. |
Capitalized Interest | Capitalized Interest We capitalize interest associated with the acquisition or construction of certain assets, including, among other things, our Wireless spectrum licenses, build-out costs associated with our 5G Network Deployment and satellites. Capitalization of interest begins when, among other things, steps are taken to prepare the asset for its intended use and ceases when the asset is ready for its intended use or when these activities are substantially suspended. We are currently preparing for the commercialization of our 5G Network Deployment . As a result, the interest expense related to the carrying amount of the is being capitalized. The qualifying assets currently exceed the carrying value of our long-term debt and finance lease obligations, therefore substantially all of our interest expense is being capitalized. However, as the qualifying assets, including certain bands of wireless spectrum licenses, are placed into service, we will no longer capitalize interest on those assets |
Fair Value Measurements | Fair Value Measurements We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value: ● Level 1, defined as observable inputs being quoted prices in active markets for identical assets; ● Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; and quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available. As of September 30, 2023 and December 31, 2022, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current liabilities (excluding the “Current portion of long-term debt and finance lease obligations”) was equal to or approximated fair value due to their short-term nature or proximity to current market rates. See Note 5 for the fair value of our marketable investment securities and derivative instruments. Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of private debt are based on, among other things, available trade information, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. See Note 9 for the fair value of our long-term debt. |
Assets Recognized Related to the Costs to Obtain a Contract with a Subscriber | Assets Recognized Related to the Costs to Obtain a Contract with a Subscriber We recognize an asset for the incremental costs of obtaining a contract with a subscriber if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs in both our Pay-TV and Wireless segments, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated subscriber life exceeding one year. During the three months ended September 30, 2023 , 2023 and 2022, respectively. During the nine months ended September 30, 2023 and 2022, we capitalized million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 |
Advertising Costs | Advertising Costs We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled million for the three months ended September 30, 2023 and 2022, respectively. Advertising expenses totaled |
Research and Development | Research and Development Research and development costs are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) . 30, 2023 and 2022, respectively. Research and development costs totaled |
New Accounting Pronouncements | New Accounting Pronouncements We do not expect that any recently issued accounting pronouncements will have a material effect on our condensed financial statements. |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Basic and Diluted Net Income (Loss) Per Share | |
Schedule of EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands, except per share amounts) Net income (loss) $ (116,839) $ 429,585 $ 348,823 $ 1,418,438 Less: Net income (loss) attributable to noncontrolling interests, net of tax 22,346 17,355 64,980 50,725 Net income (loss) attributable to DISH Network - Basic (139,185) 412,230 283,843 1,367,713 Interest on dilutive Convertible Notes, net of tax (1) — — — — Net income (loss) attributable to DISH Network - Diluted $ (139,185) $ 412,230 $ 283,843 $ 1,367,713 Weighted-average common shares outstanding - Class A and B common stock: Basic 534,034 530,436 532,788 529,870 Dilutive impact of Convertible Notes (2) — 107,016 107,016 107,016 Dilutive impact of stock awards outstanding (2) — 3 127 409 Diluted 534,034 637,455 639,931 637,295 Earnings per share - Class A and B common stock: Basic net income (loss) per share attributable to DISH Network $ (0.26) $ 0.78 $ 0.53 $ 2.58 Diluted net income (loss) per share attributable to DISH Network $ (0.26) $ 0.65 $ 0.44 $ 2.15 (1) For both the three and nine months ended September 30, 2023 and 2022, substantially all of our interest expense was capitalized. See Note 2 for further information. (2) For the three months ended September 30, 2023, the dilutive impact of 107 million weighted-average shares of Class A common stock were excluded from the computation of “Diluted net income (loss) per share attributable to DISH Network” because the effect would have been anti-dilutive as a result of the net loss attributable to DISH Network in the period. |
Schedule of anti-dilutive securities not included in the diluted EPS calculation | As of September 30, 2023 2022 (In thousands) Anti-dilutive stock awards 14,835 8,435 Performance/market based options 13,565 15,508 Restricted Performance Units/Awards — 1,146 Common stock warrants 46,029 46,029 Total 74,429 71,118 |
Supplemental Data - Statement_2
Supplemental Data - Statements of Cash Flows (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Data - Statements of Cash Flows | |
Schedule of supplemental cash flow and other non-cash data | For the Nine Months Ended September 30, 2023 2022 (In thousands) Cash paid for interest (including capitalized interest) $ 851,275 $ 798,773 Cash received for interest 11,578 6,827 Cash paid for income taxes 22,440 49,746 Capitalized interest (1) 969,736 773,689 Employee benefits paid in Class A common stock 14,680 26,348 Vendor financing 87,343 82,325 FCC licenses reclassification — 122,657 Accrued wireless equipment purchases 281,444 537,977 Asset retirement obligation 65,580 101,342 Accrued Upfront Payment (2) 100,000 — Unsettled sales of marketable investment securities 119,068 — (1) See Note 2 for further information. (2) See Note 5 for further information. |
Marketable Investment Securit_2
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities | |
Schedule of marketable investment securities, restricted cash and cash equivalents, and other investment securities | As of September 30, December 31, 2023 2022 (In thousands) Marketable investment securities: Current marketable investment securities: Strategic - available-for-sale $ 144 $ 144 Strategic - trading/equity 75 655 Other 182,597 835,184 Total current marketable investment securities 182,816 835,983 Restricted marketable investment securities (1) 23,232 41,689 Total marketable investment securities 206,048 877,672 Restricted cash and cash equivalents (1) 84,119 62,925 Other investment securities: Other investment securities 180,333 168,200 Total other investment securities 180,333 168,200 Total marketable investment securities, restricted cash and cash equivalents, and other investment securities $ 470,500 $ 1,108,797 (1) Restricted marketable investment securities and restricted cash and cash equivalents are included in “Restricted cash, cash equivalents and marketable investment securities” on our Condensed Consolidated Balance Sheets. |
Schedule of fair value measurements | As of September 30, 2023 December 31, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents (including restricted) $ 745,774 $ 54,839 $ 690,935 $ — $ 1,620,458 $ 174,050 $ 1,446,408 $ — Debt securities (including restricted): U.S. Treasury and agency securities $ 5,076 $ 5,076 $ — $ — $ 22,824 $ 22,824 $ — $ — Commercial paper 180,086 — 180,086 — 696,324 — 696,324 — Corporate securities 17,901 — 17,901 — 156,380 — 156,380 — Other 2,910 — 2,766 144 1,489 — 1,345 144 Equity securities 75 75 — — 655 655 — — Total $ 206,048 $ 5,151 $ 200,753 $ 144 $ 877,672 $ 23,479 $ 854,049 $ 144 |
Schedule of gains and losses on sales and changes in carrying amounts of investments and other | For the Three Months Ended For the Nine Months Ended September 30, September 30, Other, net: 2023 2022 2023 2022 (In thousands) Marketable and non-marketable investment securities - realized and unrealized gains (losses) $ 20 $ 26,569 $ 1,432 $ 26,531 Derivative instruments - net realized and/or unrealized gains (losses) (1) (155,133) 34,000 (192,107) 92,000 Gains (losses) related to early redemption of debt (2) 4,480 — 72,566 (1,149) Equity in earnings (losses) of affiliates (1,216) (570) (3,596) 687 Other 352 (2,058) 979 (3,805) Total $ (151,497) $ 57,941 $ (120,726) $ 114,264 (1) The change in the derivative’s carrying value was primarily driven by a decrease in our estimated probability of exercising the option to purchase certain of T-Mobile’s 800 MHz spectrum licenses. This decrease was partially offset by an increase in the estimated underlying asset value based on Level 3 current market data indicative pricing for similar assets. (2) This change primarily resulted from repurchases of our Convertible Notes and 5 7/8% Senior Notes due 2024 during the three and nine months ended September 30, 2023 . See Note 9 for further information. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory | |
Schedule of inventory | As of September 30, December 31, 2023 2022 (In thousands) Finished goods $ 484,270 $ 447,322 Work-in-process and service repairs 34,060 19,351 Consignment (1) 54,261 14,792 Raw materials — 20,908 Total inventory $ 572,591 $ 502,373 (1) This change primarily resulted from a distribution agreement related to Boost Infinite wireless devices. |
Property and Equipment and In_2
Property and Equipment and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment and Intangible Assets | |
Schedule of property and equipment | Depreciable As of Life September 30, December 31, (In Years) 2023 2022 (In thousands) Equipment leased to customers 2 - 5 $ 1,229,396 $ 1,318,272 Satellites 4 - 15 1,718,865 1,718,865 Satellites acquired under finance lease agreements 15 344,447 344,447 Furniture, fixtures, equipment and other 2 - 20 1,220,570 1,215,496 5G Network Deployment equipment (1) 3 - 15 2,854,590 770,153 Software 3 - 6 1,655,104 1,354,656 Buildings and improvements 5 - 40 381,768 380,519 Land - 17,513 17,513 Construction in progress - 2,921,462 3,170,623 Total property and equipment 12,343,715 10,290,544 Accumulated depreciation (5,118,839) (4,650,425) Property and equipment, net $ 7,224,876 $ 5,640,119 (1) Includes 5G Network Deployment assets acquired under finance lease agreements. |
Schedule of depreciation and amortization expense | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) Equipment leased to customers $ 34,466 $ 47,745 $ 126,073 $ 148,775 Satellites 32,956 36,083 101,993 111,970 Buildings, furniture, fixtures, equipment and other 24,780 10,552 52,099 34,927 5G Network Deployment equipment 94,204 6,665 231,085 14,989 Software 63,484 35,979 159,460 98,728 Intangible assets 44,907 37,712 135,794 109,911 Total depreciation and amortization $ 294,797 $ 174,736 $ 806,504 $ 519,300 |
Schedule of pay-TV satellite fleet | Degree Lease Launch Orbital Termination Satellites Date Location Date Owned: EchoStar X February 2006 110 N/A EchoStar XI July 2008 110 N/A EchoStar XIV March 2010 119 N/A EchoStar XV July 2010 61.5 N/A EchoStar XVI November 2012 61.5 N/A EchoStar XVIII June 2016 61.5 N/A EchoStar XXIII March 2017 110 N/A Under Construction: EchoStar XXV 2026 110 N/A Leased from Other Third-Party: Anik F3 April 2007 118.7 April 2025 Nimiq 5 September 2009 72.7 September 2024 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Components of Lease Expense | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) Operating lease cost (1) $ 130,288 $ 91,447 $ 364,622 $ 229,359 Short-term lease cost (2) 2,686 3,281 8,107 10,220 Finance lease cost: Amortization of right-of-use assets 13,316 6,048 53,505 21,989 Interest on lease liabilities 3,521 3,926 10,915 9,084 Total finance lease cost 16,837 9,974 64,420 31,073 Total lease costs $ 149,811 $ 104,702 $ 437,149 $ 270,652 (1) The increase in operating lease cost is primarily related to communication tower leases. (2) Leases that have terms of 12 months or less. |
Summary of Supplemental cash flow information related to leases | For the Nine Months Ended September 30, 2023 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 233,135 $ 106,036 Operating cash flows from finance leases $ 9,778 $ 8,721 Financing cash flows from finance leases $ 37,936 $ 34,266 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 559,539 $ 1,184,791 Finance leases $ 53,771 $ 51,661 |
Summary of supplemental balance sheet information related to leases | As of September 30, December 31, 2023 2022 (In thousands) Operating Leases: Operating lease assets $ 3,052,636 $ 2,687,522 Other current liabilities $ 274,217 $ 194,030 Operating lease liabilities 3,096,308 2,687,883 Total operating lease liabilities $ 3,370,525 $ 2,881,913 Finance Leases: Property and equipment, gross $ 465,549 $ 411,778 Accumulated depreciation (357,328) (303,802) Property and equipment, net $ 108,221 $ 107,976 Other current liabilities $ 61,875 $ 48,066 Other long-term liabilities 77,314 75,287 Total finance lease liabilities $ 139,189 $ 123,353 Weighted Average Remaining Lease Term: Operating leases 11.1 years 11.8 years Finance leases 2.4 years 2.7 years Weighted Average Discount Rate: Operating leases 8.2% 7.3% Finance leases 9.7% 9.8% |
Summary of maturities of operating lease liabilities | Maturities of Lease Liabilities Operating Finance For the Years Ending December 31, Leases Leases Total (In thousands) 2023 (remaining three months) $ 91,796 $ 21,949 $ 113,745 2024 392,168 63,331 455,499 2025 430,568 35,392 465,960 2026 462,804 36,588 499,392 2027 465,517 2,574 468,091 Thereafter 3,438,681 — 3,438,681 Total lease payments 5,281,534 159,834 5,441,368 Less: Imputed interest (1,911,009) (20,645) (1,931,654) Total 3,370,525 139,189 3,509,714 Less: Current portion (274,217) (61,875) (336,092) Long-term portion of lease obligations $ 3,096,308 $ 77,314 $ 3,173,622 |
Summary of maturities of finance lease liabilities | Maturities of Lease Liabilities Operating Finance For the Years Ending December 31, Leases Leases Total (In thousands) 2023 (remaining three months) $ 91,796 $ 21,949 $ 113,745 2024 392,168 63,331 455,499 2025 430,568 35,392 465,960 2026 462,804 36,588 499,392 2027 465,517 2,574 468,091 Thereafter 3,438,681 — 3,438,681 Total lease payments 5,281,534 159,834 5,441,368 Less: Imputed interest (1,911,009) (20,645) (1,931,654) Total 3,370,525 139,189 3,509,714 Less: Current portion (274,217) (61,875) (336,092) Long-term portion of lease obligations $ 3,096,308 $ 77,314 $ 3,173,622 |
Long-Term Debt and Finance Le_2
Long-Term Debt and Finance Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Long-Term Debt and Finance Lease Obligations | |
Schedule of carrying amount and fair value of our debt facilities | As of September 30, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) 5% Senior Notes due 2023 (1) $ — $ — $ 1,443,179 $ 1,441,635 2 3/8 % Convertible Notes due 2024 (2) 951,168 916,688 1,000,000 906,970 5 7/8 % Senior Notes due 2024 (3) 1,989,139 1,855,529 2,000,000 1,870,940 0% Convertible Notes due 2025 (4) 1,957,197 1,321,108 2,000,000 1,287,540 7 3/4 % Senior Notes due 2026 2,000,000 1,504,760 2,000,000 1,620,280 3 3/8 % Convertible Notes due 2026 (5) 2,908,801 1,757,643 3,000,000 1,894,230 5 1/4 % Senior Secured Notes due 2026 2,750,000 2,338,683 2,750,000 2,336,813 11 3/4 % Senior Secured Notes due 2027 (6) 3,500,000 3,522,750 2,000,000 2,071,240 7 3/8 % Senior Notes due 2028 1,000,000 634,930 1,000,000 708,320 5 3/4 % Senior Secured Notes due 2028 2,500,000 1,928,025 2,500,000 2,013,675 5 1/8 % Senior Notes due 2029 1,500,000 841,710 1,500,000 976,755 Other notes payable 116,800 116,800 138,303 138,303 Subtotal 21,173,105 $ 16,738,626 21,331,482 $ 17,266,700 Unamortized deferred financing costs and other debt discounts, net (68,283) (105,697) Finance lease obligations (7) 139,189 123,353 Total long-term debt and finance lease obligations (including current portion) $ 21,244,011 $ 21,349,138 (1) We had repurchased or redeemed the principal balance of our 5% Senior Notes due 2023 as of March 15, 2023, the instrument’s maturity date . (2) During the three and nine months ended September 30, 2023, we repurchased approximately $44 million and $49 million, respectively, of our 2 3/8% Convertible Notes due 2024 in open market trades. The remaining balance of approximately $951 million matures on March 15, 2024 . Our 2 3/8% Convertible Notes due 2024 are included in “Current portion of long-term debt and finance lease obligations” on our Condensed Consolidated Balance Sheets as of September 30, 2023. (3) During both the three and nine months ended September 30, 2023, we repurchased approximately $11 million of our 5 7/8% Senior Notes due 2024 in open market trades. The remaining balance of approximately $1.989 billion matures on November 15, 2024 . (4) During the three and nine months ended September 30, 2023, we repurchased approximately zero and $43 million, respectively, of our 0% Convertible Notes due 2025 in open market trades. The remaining balance of approximately $1.957 billion matures on December 15, 2025 . (5) During the three and nine months ended September 30, 2023, we repurchased approximately zero and $91 million, respectively, of our 3 3/8% Convertible Notes due 2026 in open market trades. The remaining balance of approximately $2.909 billion matures on August 15, 2026 . (6) On January 26, 2023, we issued an additional $1.5 billion aggregate principal amount of our 11 3/4% Senior Secured Notes due 2027. (7) Disclosure regarding fair value of finance leases is not required. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Schedule of future maturities of long-term debt, finance lease and contractual obligations | For the Years Ending December 31, Other Long-Term Obligations (1) (In thousands) 2023 (remaining three months) $ 1,485,859 2024 2,668,442 2025 2,096,744 2026 1,840,438 2027 1,087,858 Thereafter 4,955,117 Total $ 14,134,458 (1) Represents minimum contractual commitments related to communication tower obligations, certain 5G Network Deployment commitments, obligations under the NSA with AT&T and the MNSA with T-Mobile, certain wireless device purchases and marketing obligations, radios, software and integration services and satellite related and other obligations. |
Summary of Wireless Spectrum Licenses | Carrying Build-Out Deadlines Expiration Amount Interim Final Date (In thousands) Owned: DBS Licenses (1) $ 677,409 700 MHz Licenses (2) 711,871 June 14, 2025 (3) June 2023 (4) AWS-4 Licenses (2) 1,940,000 June 14, 2025 (3) June 2023 (4) H Block Licenses (2) 1,671,506 June 14, 2025 (5) June 2023 (4) 600 MHz Licenses 6,213,335 June 14, 2025 (6) June 2029 MVDDS Licenses (1) 24,000 August 2024 LMDS Licenses (1) — September 2028 28 GHz Licenses 2,883 October 2, 2029 (7) October 2029 24 GHz Licenses 11,772 December 11, 2029 (7) December 2029 37 GHz, 39 GHz and 47 GHz Licenses 202,533 June 4, 2030 (7) June 2030 3550-3650 MHz Licenses 912,939 March 12, 2031 (7) March 2031 3.7-3.98 GHz Licenses 2,762 July 23, 2029 (7) July 23, 2033 (7) July 2036 3.45–3.55 GHz Licenses 7,327,989 May 4, 2026 (7) May 4, 2030 (7) May 2037 1695-1710 MHz, 1755-1780 MHz, and 2155-2180 MHz 972 March 30, 2024 (8) March 2026 Subtotal 19,699,971 Noncontrolling Investments: Northstar (10) 5,618,930 October 2025 (9) October 2025 (9) SNR 4,271,459 October 2025 (9) October 2025 (9) Total AWS-3 Licenses 9,890,389 Capitalized Interest (11) 8,227,581 Total as of September 30, 2023 $ 37,817,941 (1) The build-out deadlines for these licenses have been met. (2) The interim build-out deadlines for these licenses have been met. (3) In a July 14, 2023 filing to the FCC, we certified that we were offering 5G broadband service to at least 70% of the United States population as of June 14, 2023, and certified to meeting other FCC related commitments. As a result of us providing 5G broadband service to over 50% of the U.S. population by June 14, 2023, the final build-out deadlines have been extended automatically to June 14, 2025. For these licenses, we must offer 5G broadband service to at least 70% of the population in each Economic Area (which is a service area established by the FCC). On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, will be confirmed using the drive test methodology agreed to and approved by the FCC. We have six months from September 29, 2023 to complete this drive test. (4) We have timely filed a renewal application, and the FCC confirmed in a letter dated September 29, 2023 that it will update its licensing records to reflect these automatic extensions to June 2025. (5) In a July 14, 2023 filing to the FCC, we certified that we were offering 5G broadband service to at least 70% of the United States population as of June 14, 2023, and certified to meeting other FCC related commitments. As a result of us providing 5G broadband service to over 50% of the U.S. population by June 14, 2023, the final build-out deadlines have been extended automatically to June 14, 2025. For these licenses, we must offer 5G broadband service to at least 75% of the population in each Economic Area (which is a service area established by the FCC). On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, will be confirmed using the drive test methodology agreed to and approved by the FCC. We have six months from September 29, 2023 to complete this drive test. (6) For these licenses, we must offer 5G broadband service to at least 75% of the population in each Partial Economic Area (which is a service area established by the FCC) by this date. We have also acquired certain additional 600 MHz licenses through private transactions. These licenses are currently subject to their original FCC buildout deadlines. (7) There are a variety of build-out options and associated build-out metrics associated with these licenses. (8) For these licenses, we must provide reliable signal coverage and offer service to at least 75% of the population of each license area by this date. (9) For these licenses, Northstar Wireless and SNR Wireless must provide reliable signal coverage and offer service to at least 75% of the population of each license area by this date. The AWS-3 interim build-out requirement was not met and as a result, the AWS-3 expiration date and the AWS-3 final build-out requirement have been accelerated by two years (from October 2027 to October 2025) for each AWS-3 License area in which Northstar Wireless and SNR Wireless did not meet the requirement. (10) Subsequent to September 30, 2023, the FCC consented to the sale of Northstar Manager’s ownership interests in Northstar Spectrum, which we purchased for a total of approximately $109 million on October 12, 2023. This purchase resulted in the elimination of all of our noncontrolling investment as it related to Northstar Spectrum as of the purchase date and we continue to consolidate the Northstar Entities as wholly-owned subsidiaries . (11) See Note 2 for further information. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting | |
Schedule of assets, revenue, and operating income by segment | As of September 30, December 31, 2023 2022 (In thousands) Total assets: Pay-TV $ 48,722,185 $ 46,295,495 Wireless (1) 49,142,869 46,261,004 Eliminations (1) (44,120,380) (39,949,937) Total assets $ 53,744,674 $ 52,606,562 (1) The increase primarily resulted from intercompany advances for capital expenditures related to our 5G Network Deployment. For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) Revenue: Pay-TV $ 2,807,101 $ 3,078,418 $ 8,754,372 $ 9,399,244 Wireless 900,302 1,018,132 2,824,550 3,241,590 Eliminations (2,887) (1,099) (5,847) (4,800) Total revenue $ 3,704,516 $ 4,095,451 $ 11,573,075 $ 12,636,034 Operating income (loss): Pay-TV $ 589,465 $ 647,654 $ 1,985,490 $ 2,185,171 Wireless (631,271) (220,625) (1,497,539) (514,847) Total operating income (loss) $ (41,806) $ 427,029 $ 487,951 $ 1,670,324 Purchases of property and equipment (including capitalized interest related to FCC authorizations): Pay-TV $ 64,331 $ 28,103 $ 167,524 $ 91,358 Wireless 852,169 765,086 2,907,102 2,496,077 Total purchases of property and equipment (including capitalized interest related to FCC authorizations) $ 916,500 $ 793,189 $ 3,074,626 $ 2,587,435 |
Schedule of revenue by geographical region | For the Three Months Ended For the Nine Months Ended September 30, September 30, Revenue: 2023 2022 2023 2022 (In thousands) United States $ 3,694,540 $ 4,082,463 $ 11,542,198 $ 12,603,549 Canada and Mexico 9,976 12,988 30,877 32,485 Total revenue $ 3,704,516 $ 4,095,451 $ 11,573,075 $ 12,636,034 |
Revenue from external customers disaggregated by major revenue source | For the Three Months Ended For the Nine Months Ended September 30, September 30, Category: 2023 2022 2023 2022 (In thousands) Pay-TV subscriber and related revenue $ 2,774,875 $ 3,037,279 $ 8,586,009 $ 9,280,621 Wireless services and related revenue 814,267 892,820 2,535,296 2,754,008 Pay-TV equipment sales and other revenue 32,226 41,139 168,363 118,623 Wireless equipment sales and other revenue 86,035 125,312 289,254 487,582 Eliminations (2,887) (1,099) (5,847) (4,800) Total $ 3,704,516 $ 4,095,451 $ 11,573,075 $ 12,636,034 |
Contract Balances (Tables)
Contract Balances (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Contract Balances | |
Summary of activity in the allowance for doubtful accounts | Allowance for credit losses Balance at Beginning of Period Current Period Provision for Expected Credit Losses Write-offs Charged Against Allowance Balance at End of Period (In thousands) For the nine months ended September 30, 2023 $ 44,431 $ 54,655 $ (47,380) $ 51,706 |
Schedule of deferred revenue related to contracts with subscribers | As of September 30, December 31, 2023 2022 (In thousands) Contract liabilities $ 617,244 $ 698,602 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NagraStar | |
Schedule of transactions with related party | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) Purchases (including fees): Purchases from NagraStar $ 8,972 $ 10,285 $ 28,012 $ 32,713 As of September 30, December 31, 2023 2022 (In thousands) Amounts Payable and Commitments: Amounts payable to NagraStar $ 7,235 $ 7,422 Commitments to NagraStar $ 2,504 $ 3,272 |
Organization and Business Act_2
Organization and Business Activities (Details) $ / shares in Units, $ in Thousands, person in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 189 Months Ended | |||||||||
Oct. 12, 2023 USD ($) | Sep. 29, 2023 item person | Aug. 08, 2023 $ / shares | Jun. 14, 2023 site person | Jun. 14, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 USD ($) item $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) item segment $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) item $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
Spectrum Investments | |||||||||||||
Number of primary operating business segments | segment | 2 | ||||||||||||
Number of business units | item | 2 | ||||||||||||
Number of Pay-TV subscribers | item | 8,840,000 | 8,840,000 | 8,840,000 | ||||||||||
Number Of wireless subscribers | item | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||||
Payment to customer | $ 30,000,000 | ||||||||||||
Number of markets | item | 60 | ||||||||||||
FCC authorizations | $ 37,817,941 | $ 37,817,941 | 37,817,941 | $ 36,933,073 | |||||||||
Total debt and equity investments in subsidiaries | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Number of nationwide 5G commitments that are met | item | 2 | ||||||||||||
Number of nationwide 5G commitments | item | 3 | ||||||||||||
Percentage of population for deploy 5G services | 73% | ||||||||||||
Number of cell sites deployed | site | 16,000 | ||||||||||||
Number of Americans nationwide for deployment of 5G services | person | 100 | 246 | |||||||||||
Cost of services | 2,242,319 | $ 2,382,406 | 6,838,688 | $ 7,194,139 | |||||||||
Cyber Security | |||||||||||||
Spectrum Investments | |||||||||||||
Cost of services | 30,000 | ||||||||||||
MHz 700 Licenses and AWS-4 Licenses | |||||||||||||
Spectrum Investments | |||||||||||||
Percentage of population for deploy 5G services in each Economic Area | 70% | ||||||||||||
H Block Licenses | |||||||||||||
Spectrum Investments | |||||||||||||
Percentage of population for deploy 5G services | 70% | ||||||||||||
Percentage of population for deploy 5G services in each Economic Area | 75% | ||||||||||||
Capitalized interest on FCC authorizations | |||||||||||||
Spectrum Investments | |||||||||||||
FCC authorizations | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | |||||||||
Class A common stock | |||||||||||||
Spectrum Investments | |||||||||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Class B common stock | |||||||||||||
Spectrum Investments | |||||||||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Minimum | MHz 700 Licenses and AWS-4 Licenses | |||||||||||||
Spectrum Investments | |||||||||||||
Minimum percentage of population having access to average download speed | 70% | 70% | 70% | ||||||||||
Sling TV Holding L.L.C. | |||||||||||||
Spectrum Investments | |||||||||||||
Number of Pay-TV subscribers | item | 2,120,000 | 2,120,000 | 2,120,000 | ||||||||||
Amended Merger Agreement | |||||||||||||
Spectrum Investments | |||||||||||||
Share exchange ratio | 0.350877 | ||||||||||||
Amended Merger Agreement | Class B common stock | |||||||||||||
Spectrum Investments | |||||||||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Amended Merger Agreement | Class C common stock | |||||||||||||
Spectrum Investments | |||||||||||||
Common stock par value (in dollars per share) | $ / shares | 0.01 | ||||||||||||
Amended Merger Agreement | EchoStar | Class A common stock | |||||||||||||
Spectrum Investments | |||||||||||||
Common stock par value (in dollars per share) | $ / shares | 0.001 | ||||||||||||
Amended Merger Agreement | EchoStar | Class B common stock | |||||||||||||
Spectrum Investments | |||||||||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Northstar Spectrum | Subsequent event | |||||||||||||
Spectrum Investments | |||||||||||||
Purchase of ownership interests | $ 109,000 | ||||||||||||
Northstar Spectrum And SNR Holdco | |||||||||||||
Spectrum Investments | |||||||||||||
Total debt and equity investments in subsidiaries | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | ||||||||||
Dish TV | |||||||||||||
Spectrum Investments | |||||||||||||
Number of Pay-TV subscribers | item | 6,720,000 | 6,720,000 | 6,720,000 | ||||||||||
Wireless | |||||||||||||
Spectrum Investments | |||||||||||||
FCC authorizations | $ 19,699,971 | $ 19,699,971 | $ 19,699,971 | ||||||||||
Percentage of population for deploy 5G services | 20% | 70% | 20% | ||||||||||
Wireless | At least 50% by June 2023 | |||||||||||||
Spectrum Investments | |||||||||||||
Percentage of population for deploy 5G services | 50% | 50% | |||||||||||
Wireless | Upto 70% by June 2023 | |||||||||||||
Spectrum Investments | |||||||||||||
Percentage of population for deploy 5G services | 70% | ||||||||||||
Wireless | Maximum | |||||||||||||
Spectrum Investments | |||||||||||||
Percentage of population for deploy 5G services | 70% | 70% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 12, 2023 | Dec. 30, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting policy disclosures | |||||||
Redeemable noncontrolling interests | $ 529,053 | $ 529,053 | $ 464,359 | ||||
Capitalized contract cost | 68,000 | $ 92,000 | 234,000 | $ 260,000 | |||
Amortization expense related to the programs | 92,000 | 103,000 | 286,000 | 323,000 | |||
Total costs capitalized | 330,000 | 330,000 | $ 381,000 | ||||
Advertising expenses | 169,000 | 176,000 | 462,000 | 454,000 | |||
Research and Development | |||||||
Research and development cost | 11,000 | $ 12,000 | 33,000 | $ 34,000 | |||
Class B common stock | Northstar Manager LLC | |||||||
Variable Interest Entity | |||||||
Equity Method Investment, Ownership Percentage | 3% | ||||||
SNR HoldCo | |||||||
Accounting policy disclosures | |||||||
Value of ownership interest accrued | 420,000 | 420,000 | |||||
Northstar Manager LLC | |||||||
Redeemable Noncontrolling Interest | |||||||
Accrued redeemable non-controlling interest | $ 109,000 | 109,000 | |||||
Northstar Manager LLC | Class B common stock | |||||||
Variable Interest Entity | |||||||
Ownership percentage | 97% | ||||||
Payment For Purchase Agreement | $ 312,000 | ||||||
Northstar Manager LLC | American II | Class B common stock | |||||||
Variable Interest Entity | |||||||
Ownership percentage owned by other companies | 80% | ||||||
Payment For Purchase Agreement | $ 312,000 | ||||||
5G Network Development | |||||||
Accounting policy disclosures | |||||||
Purchase of ownership interests | $ 100,000 | ||||||
Northstar Spectrum | Subsequent event | |||||||
Accounting policy disclosures | |||||||
Purchase of ownership interests | $ 109,000 |
Basic and Diluted Net Income _3
Basic and Diluted Net Income (Loss) Per Share (EPS Amounts for Basic and Diluted Weighted-Average Shares Outstanding) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Basic and Diluted Net Income (Loss) Per Share | ||||||||
Net income (loss) | $ (116,839) | $ 429,585 | $ 348,823 | $ 1,418,438 | ||||
Less: Net income (loss) attributable to noncontrolling interests, net of tax | 22,346 | 17,355 | 64,980 | 50,725 | ||||
Net income (loss) attributable to DISH Network | (139,185) | $ 200,323 | $ 222,705 | 412,230 | $ 522,832 | $ 432,651 | 283,843 | 1,367,713 |
Net income (loss) attributable to DISH Network - Diluted | $ (139,185) | $ 412,230 | $ 283,843 | $ 1,367,713 | ||||
Weighted-average common shares outstanding - Class A and B common stock: | ||||||||
Basic (in shares) | 534,034 | 530,436 | 532,788 | 529,870 | ||||
Dilutive impact of Convertible Notes (in shares) | 107,016 | 107,016 | 107,016 | |||||
Dilutive impact of stock awards outstanding (in shares) | 3 | 127 | 409 | |||||
Diluted (in shares) | 534,034 | 637,455 | 639,931 | 637,295 | ||||
Earnings per share - Class A and B common stock: | ||||||||
Basic net income (loss) per share attributable to DISH Network (in dollars per share) | $ (0.26) | $ 0.78 | $ 0.53 | $ 2.58 | ||||
Diluted net income (loss) per share attributable to DISH Network (in dollars per share) | $ (0.26) | $ 0.65 | $ 0.44 | $ 2.15 |
Basic and Diluted Net Income _4
Basic and Diluted Net Income (Loss) Per Share - Performance based stock (Details) - $ / shares shares in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Antidilutive securities excluded from computation of earnings per share | |||
Anti-dilutive securities excluded from computation of earnings per share | 74,429 | 71,118 | |
Common stock warrants | |||
Antidilutive securities excluded from computation of earnings per share | |||
Strike price of the warrants | $ 86.08 | ||
Class A common stock | |||
Antidilutive securities excluded from computation of earnings per share | |||
Strike price of the warrants | $ 0.01 | $ 0.01 | |
Anti-dilutive stock awards | |||
Antidilutive securities excluded from computation of earnings per share | |||
Anti-dilutive securities excluded from computation of earnings per share | 14,835 | 8,435 | |
Performance/market based options | |||
Antidilutive securities excluded from computation of earnings per share | |||
Anti-dilutive securities excluded from computation of earnings per share | 13,565 | 15,508 | |
Restricted Performance Units/Awards | |||
Antidilutive securities excluded from computation of earnings per share | |||
Anti-dilutive securities excluded from computation of earnings per share | 1,146 | ||
Common stock warrants | |||
Antidilutive securities excluded from computation of earnings per share | |||
Anti-dilutive securities excluded from computation of earnings per share | 46,029 | 46,029 |
Supplemental Data - Statement_3
Supplemental Data - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental Data - Statements of Cash Flows | ||
Cash paid for interest (including capitalized interest) | $ 851,275 | $ 798,773 |
Cash received for interest | 11,578 | 6,827 |
Cash paid for income taxes | 22,440 | 49,746 |
Capitalized interest | 969,736 | 773,689 |
Employee benefits paid in Class A common stock | 14,680 | 26,348 |
Vendor financing | 87,343 | 82,325 |
FCC licenses reclassification | 122,657 | |
Asset retirement obligation | 65,580 | 101,342 |
Accrued Upfront Payment | 100,000 | |
Unsettled sales of marketable investment securities | 119,068 | |
Wireless equipment | ||
Supplemental Data - Statements of Cash Flows | ||
Accrued wireless equipment purchases | $ 281,444 | $ 537,977 |
Marketable Investment Securit_3
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Marketable investment securities, restricted cash and other investment securities | ||
Total current marketable investment securities | $ 182,816 | $ 835,983 |
Total marketable investment securities | 206,048 | 877,672 |
Restricted cash and cash equivalents | 84,119 | 62,925 |
Total other investment securities | 180,333 | 168,200 |
Total marketable investment securities, restricted cash and cash equivalents, and other investment securities | 470,500 | 1,108,797 |
Current marketable investment securities - strategic - available-for-sale | ||
Marketable investment securities, restricted cash and other investment securities | ||
Total current marketable investment securities | 144 | 144 |
Current marketable investment securities - strategic - trading/equity | ||
Marketable investment securities, restricted cash and other investment securities | ||
Total current marketable investment securities | 75 | 655 |
Other investment securities | ||
Marketable investment securities, restricted cash and other investment securities | ||
Total current marketable investment securities | 182,597 | 835,184 |
Other investment securities | 180,333 | 168,200 |
Restricted marketable investment securities | ||
Marketable investment securities, restricted cash and other investment securities | ||
Total marketable investment securities | $ 23,232 | $ 41,689 |
Marketable Investment Securit_4
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2023 | Feb. 28, 2017 | |
NagraStar | ||
Other investment securities: | ||
Ownership interest (as a percent) | 50% | |
Commercial paper | Maximum | ||
Other investment securities: | ||
Debt term of Maturity | 365 days | |
Corporate securities | Maximum | ||
Other investment securities: | ||
Debt term of Maturity | 18 months |
Marketable Investment Securit_5
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Investments Measured at Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 15, 2023 | Dec. 31, 2022 | Jul. 01, 2020 | |
Fair value of marketable securities | ||||
Debt securities | $ 206,000 | |||
Derivative's fair value | 1,501,000 | $ 1,693,000 | ||
The Amendment | Subsequent event | ||||
Fair value of marketable securities | ||||
Upfront payment | $ 100,000 | |||
Fair value measurements on recurring basis | ||||
Fair value of marketable securities | ||||
Cash Equivalents (including restricted) | 745,774 | 1,620,458 | ||
Total | 206,048 | 877,672 | ||
Fair value measurements on recurring basis | U.S. Treasury and agency securities | ||||
Fair value of marketable securities | ||||
Total | 5,076 | 22,824 | ||
Fair value measurements on recurring basis | Commercial paper | ||||
Fair value of marketable securities | ||||
Total | 180,086 | 696,324 | ||
Fair value measurements on recurring basis | Corporate securities | ||||
Fair value of marketable securities | ||||
Total | 17,901 | 156,380 | ||
Fair value measurements on recurring basis | Other (including restricted) | ||||
Fair value of marketable securities | ||||
Total | 2,910 | 1,489 | ||
Fair value measurements on recurring basis | Equity securities | ||||
Fair value of marketable securities | ||||
Equity securities | 75 | 655 | ||
Fair value measurements on recurring basis | Level 1 | ||||
Fair value of marketable securities | ||||
Cash Equivalents (including restricted) | 54,839 | 174,050 | ||
Total | 5,151 | 23,479 | ||
Fair value measurements on recurring basis | Level 1 | U.S. Treasury and agency securities | ||||
Fair value of marketable securities | ||||
Total | 5,076 | 22,824 | ||
Fair value measurements on recurring basis | Level 1 | Equity securities | ||||
Fair value of marketable securities | ||||
Equity securities | 75 | 655 | ||
Fair value measurements on recurring basis | Level 2 | ||||
Fair value of marketable securities | ||||
Cash Equivalents (including restricted) | 690,935 | 1,446,408 | ||
Total | 200,753 | 854,049 | ||
Fair value measurements on recurring basis | Level 2 | Commercial paper | ||||
Fair value of marketable securities | ||||
Total | 180,086 | 696,324 | ||
Fair value measurements on recurring basis | Level 2 | Corporate securities | ||||
Fair value of marketable securities | ||||
Total | 17,901 | 156,380 | ||
Fair value measurements on recurring basis | Level 2 | Other (including restricted) | ||||
Fair value of marketable securities | ||||
Total | 2,766 | 1,345 | ||
Fair value measurements on recurring basis | Level 3 | ||||
Fair value of marketable securities | ||||
Total | 144 | 144 | ||
Fair value measurements on recurring basis | Level 3 | Other (including restricted) | ||||
Fair value of marketable securities | ||||
Total | 144 | $ 144 | ||
Boost Mobile Acquisition | ||||
Fair value of marketable securities | ||||
Spectrum purchase option fair value | $ 713,000 | |||
Spectrum Purchase Agreement | ||||
Fair value of marketable securities | ||||
Termination fee | $ 72,000 | |||
Asset Purchase Agreement, Deadline to Divest Licenses, Extension Period | 60 days |
Marketable Investment Securit_6
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Other Income Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other Income (Expense) | ||||
Marketable and non-marketable investment securities - realized and unrealized gains (losses) | $ 20 | $ 26,569 | $ 1,432 | $ 26,531 |
Derivative instruments - net realized and/or unrealized gains (losses) | (155,133) | 34,000 | (192,107) | 92,000 |
Gains (losses) related to early redemption of debt | 4,480 | 72,566 | (1,149) | |
Equity in earnings (losses) of affiliates | (1,216) | (570) | (3,596) | 687 |
Other | 352 | (2,058) | 979 | (3,805) |
Total | $ (151,497) | $ 57,941 | $ (120,726) | $ 114,264 |
Interest rate (as a percent) | 0.25% | 0.25% | ||
5 7/8% Senior Notes due 2024 | ||||
Other Income (Expense) | ||||
Interest rate (as a percent) | 5.875% | 5.875% |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory | ||
Finished goods | $ 484,270 | $ 447,322 |
Work-in-process and service repairs | 34,060 | 19,351 |
Consignment | 54,261 | 14,792 |
Raw materials | 20,908 | |
Total inventory | $ 572,591 | $ 502,373 |
Property and Equipment and In_3
Property and Equipment and Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property and equipment | ||
Total property and equipment | $ 12,343,715 | $ 10,290,544 |
Accumulated depreciation | (5,118,839) | (4,650,425) |
Property and equipment, net | 7,224,876 | 5,640,119 |
Equipment leased to customers | ||
Property and equipment | ||
Total property and equipment | $ 1,229,396 | 1,318,272 |
Equipment leased to customers | Minimum | ||
Property and equipment | ||
Depreciable Life | 2 years | |
Equipment leased to customers | Maximum | ||
Property and equipment | ||
Depreciable Life | 5 years | |
Satellites | ||
Property and equipment | ||
Total property and equipment | $ 1,718,865 | 1,718,865 |
Satellites | Minimum | ||
Property and equipment | ||
Depreciable Life | 4 years | |
Satellites | Maximum | ||
Property and equipment | ||
Depreciable Life | 15 years | |
Satellites acquired under finance lease agreements | ||
Property and equipment | ||
Total property and equipment | $ 344,447 | 344,447 |
Depreciable Life | 15 years | |
Furniture, fixtures, equipment and other | ||
Property and equipment | ||
Total property and equipment | $ 1,220,570 | 1,215,496 |
Furniture, fixtures, equipment and other | Minimum | ||
Property and equipment | ||
Depreciable Life | 2 years | |
Furniture, fixtures, equipment and other | Maximum | ||
Property and equipment | ||
Depreciable Life | 20 years | |
5G Network Deployment equipment | ||
Property and equipment | ||
Total property and equipment | $ 2,854,590 | 770,153 |
5G Network Deployment equipment | Minimum | ||
Property and equipment | ||
Depreciable Life | 3 years | |
5G Network Deployment equipment | Maximum | ||
Property and equipment | ||
Depreciable Life | 15 years | |
Software | ||
Property and equipment | ||
Total property and equipment | $ 1,655,104 | 1,354,656 |
Software | Minimum | ||
Property and equipment | ||
Depreciable Life | 3 years | |
Software | Maximum | ||
Property and equipment | ||
Depreciable Life | 6 years | |
Buildings and improvements | ||
Property and equipment | ||
Total property and equipment | $ 381,768 | 380,519 |
Buildings and improvements | Minimum | ||
Property and equipment | ||
Depreciable Life | 5 years | |
Buildings and improvements | Maximum | ||
Property and equipment | ||
Depreciable Life | 40 years | |
Land | ||
Property and equipment | ||
Total property and equipment | $ 17,513 | 17,513 |
Construction in progress | ||
Property and equipment | ||
Total property and equipment | $ 2,921,462 | $ 3,170,623 |
Property and Equipment and In_4
Property and Equipment and Intangible Assets - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Depreciation and amortization expense | ||||
Depreciation and amortization | $ 294,797 | $ 174,736 | $ 806,504 | $ 519,300 |
Equipment leased to customers | ||||
Depreciation and amortization expense | ||||
Depreciation and amortization | 34,466 | 47,745 | 126,073 | 148,775 |
Satellites | ||||
Depreciation and amortization expense | ||||
Depreciation and amortization | 32,956 | 36,083 | 101,993 | 111,970 |
Buildings, furniture, fixtures, equipment and other | ||||
Depreciation and amortization expense | ||||
Depreciation and amortization | 24,780 | 10,552 | 52,099 | 34,927 |
5G Network Deployment equipment | ||||
Depreciation and amortization expense | ||||
Depreciation and amortization | 94,204 | 6,665 | 231,085 | 14,989 |
Software | ||||
Depreciation and amortization expense | ||||
Depreciation and amortization | 63,484 | 35,979 | 159,460 | 98,728 |
Intangible assets | ||||
Depreciation and amortization expense | ||||
Depreciation and amortization | $ 44,907 | $ 37,712 | $ 135,794 | $ 109,911 |
Property and Equipment and In_5
Property and Equipment and Intangible Assets - Additional Information (Details) - Pay-TV Satellites | 9 Months Ended |
Sep. 30, 2023 item | |
Property and equipment | |
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator | 9 |
Owned satellites | 7 |
Number of satellites leased | 2 |
Leases (Details)
Leases (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Option to extend - Operating | true |
Option to extend - Finance | true |
Option to terminate - Operating | true |
Option to terminate - Finance | true |
Minimum | |
Option to extend period - Operating | 1 year |
Option to extend period - Finance | 1 year |
Maximum | |
Option to extend period - Operating | 15 years |
Option to extend period - Finance | 15 years |
Option to terminate period - Operating | 1 year |
Option to terminate period - Finance | 1 year |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||||
Operating lease cost | $ 130,288 | $ 91,447 | $ 364,622 | $ 229,359 |
Short-term lease cost | 2,686 | 3,281 | 8,107 | 10,220 |
Finance lease cost: Amortization of right-of-use assets | 13,316 | 6,048 | 53,505 | 21,989 |
Finance lease cost: Interest on lease liabilities | 3,521 | 3,926 | 10,915 | 9,084 |
Total finance lease cost | 16,837 | 9,974 | 64,420 | 31,073 |
Total lease costs | $ 149,811 | $ 104,702 | $ 437,149 | $ 270,652 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Operating cash flows from operating leases | $ 233,135 | $ 106,036 |
Operating cash flows from finance leases | 9,778 | 8,721 |
Financing cash flows from finance leases | 37,936 | 34,266 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | 559,539 | 1,184,791 |
Right-of-use assets obtained in exchange for lease obligations: Finance leases | $ 53,771 | $ 51,661 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease assets | $ 3,052,636 | $ 2,687,522 |
Other current liabilities | $ 274,217 | $ 194,030 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Accrued Liabilities, Current | Other Accrued Liabilities, Current |
Operating lease liabilities | $ 3,096,308 | $ 2,687,883 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities | Operating lease liabilities |
Total | $ 3,370,525 | $ 2,881,913 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Accounts Payable, Current, Operating lease liabilities | Accounts Payable, Current, Operating lease liabilities |
Property and equipment, gross | $ 12,343,715 | $ 10,290,544 |
Accumulated depreciation | (5,118,839) | (4,650,425) |
Property and equipment, net | 7,224,876 | 5,640,119 |
Other current liabilities | $ 61,875 | $ 48,066 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Capital Lease Obligations, Current | Long-term Debt and Capital Lease Obligations, Current |
Other long-term liabilities | $ 77,314 | $ 75,287 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long Term Debt And Finance Lease Obligations Net Of Current Portion | Long Term Debt And Finance Lease Obligations Net Of Current Portion |
Total | $ 139,189 | $ 123,353 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Capital Lease Obligations, Current, Long Term Debt And Finance Lease Obligations Net Of Current Portion | Long-term Debt and Capital Lease Obligations, Current, Long Term Debt And Finance Lease Obligations Net Of Current Portion |
Operating Lease, Weighted Average Remaining Lease Term | 11 years 1 month 6 days | 11 years 9 months 18 days |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 4 months 24 days | 2 years 8 months 12 days |
Operating Lease, Weighted Average Discount Rate, Percent | 8.20% | 7.30% |
Finance Lease, Weighted Average Discount Rate, Percent | 9.70% | 9.80% |
Property and equipment | ||
Leases | ||
Property and equipment, gross | $ 465,549 | $ 411,778 |
Accumulated depreciation | (357,328) | (303,802) |
Property and equipment, net | $ 108,221 | $ 107,976 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Maturities of lease liabilities: Operating lease | ||
2023 (remaining three months) | $ 91,796 | |
2024 | 392,168 | |
2025 | 430,568 | |
2026 | 462,804 | |
2027 | 465,517 | |
Thereafter | 3,438,681 | |
Total lease payments | 5,281,534 | |
Less: Imputed interest | (1,911,009) | |
Total | 3,370,525 | $ 2,881,913 |
Less: Current portion | (274,217) | (194,030) |
Long-term portion of lease obligations | 3,096,308 | 2,687,883 |
Maturities of lease liabilities: Finance lease | ||
2023 (remaining three months) | 21,949 | |
2024 | 63,331 | |
2025 | 35,392 | |
2026 | 36,588 | |
2027 | 2,574 | |
Total lease payments | 159,834 | |
Less: Imputed interest | (20,645) | |
Total | 139,189 | 123,353 |
Less: Current portion | (61,875) | (48,066) |
Long-term portion of lease obligations | 77,314 | $ 75,287 |
Future minimum payments for total lease liabilities | ||
2023 (remaining three months) | 113,745 | |
2024 | 455,499 | |
2025 | 465,960 | |
2026 | 499,392 | |
2027 | 468,091 | |
Thereafter | 3,438,681 | |
Total lease payments | 5,441,368 | |
Less: Imputed interest | (1,931,654) | |
Total | 3,509,714 | |
Less: Current portion | (336,092) | |
Long-term portion of lease obligations | $ 3,173,622 |
Long-Term Debt and Finance Le_3
Long-Term Debt and Finance Lease Obligations - Fair Value of Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 21, 2020 | Mar. 17, 2017 | Aug. 08, 2016 | |
Debt Instrument | ||||||
Carrying Value | $ 21,173,105 | $ 21,173,105 | $ 21,331,482 | |||
Fair Value | 16,738,626 | 16,738,626 | 17,266,700 | |||
Unamortized deferred financing costs and other debt discounts, net | (68,283) | (68,283) | (105,697) | |||
Finance lease obligations | 139,189 | 139,189 | 123,353 | |||
Total long-term debt and finance lease obligations (including current portion) | $ 21,244,011 | $ 21,244,011 | 21,349,138 | |||
Interest rate (as a percent) | 0.25% | 0.25% | ||||
2 3/8% Convertible Notes due 2024 | ||||||
Debt Instrument | ||||||
Interest rate (as a percent) | 2.375% | 2.375% | ||||
Aggregate principal amount | $ 1,000,000 | |||||
Debt instrument for repurchased amount | $ 44,000 | $ 49,000 | ||||
Outstanding debt | $ 951,000 | $ 951,000 | ||||
5 7/8% Senior Notes due 2024 | ||||||
Debt Instrument | ||||||
Interest rate (as a percent) | 5.875% | 5.875% | ||||
Debt instrument for repurchased amount | $ 11,000 | $ 11,000 | ||||
Outstanding debt | $ 1,989,000 | $ 1,989,000 | ||||
0% Convertible Notes due 2025 | ||||||
Debt Instrument | ||||||
Interest rate (as a percent) | 0% | 0% | ||||
Debt instrument for repurchased amount | $ 0 | $ 43,000 | ||||
Outstanding debt | $ 1,957,000 | $ 1,957,000 | ||||
3 3/8% Convertible Notes due 2026 | ||||||
Debt Instrument | ||||||
Interest rate (as a percent) | 3.375% | 3.375% | ||||
Aggregate principal amount | $ 3,000,000 | |||||
Debt instrument for repurchased amount | $ 0 | $ 91,000 | ||||
Outstanding debt | $ 2,909,000 | $ 2,909,000 | ||||
11 3/4% Senior Secured Notes due 2027 | ||||||
Debt Instrument | ||||||
Interest rate (as a percent) | 11.75% | 11.75% | ||||
Aggregate principal amount | $ 1,500,000 | $ 1,500,000 | ||||
DISH DBS Corporation ("DBS") | 5% Senior Notes due 2023 | ||||||
Debt Instrument | ||||||
Carrying Value | 1,443,179 | |||||
Fair Value | 1,441,635 | |||||
Interest rate (as a percent) | 5% | 5% | ||||
DISH DBS Corporation ("DBS") | 2 3/8% Convertible Notes due 2024 | ||||||
Debt Instrument | ||||||
Carrying Value | $ 951,168 | $ 951,168 | 1,000,000 | |||
Fair Value | $ 916,688 | $ 916,688 | 906,970 | |||
Interest rate (as a percent) | 2.375% | 2.375% | ||||
DISH DBS Corporation ("DBS") | 5 7/8% Senior Notes due 2024 | ||||||
Debt Instrument | ||||||
Carrying Value | $ 1,989,139 | $ 1,989,139 | 2,000,000 | |||
Fair Value | $ 1,855,529 | $ 1,855,529 | 1,870,940 | |||
Interest rate (as a percent) | 5.875% | 5.875% | ||||
DISH DBS Corporation ("DBS") | 0% Convertible Notes due 2025 | ||||||
Debt Instrument | ||||||
Carrying Value | $ 1,957,197 | $ 1,957,197 | 2,000,000 | |||
Fair Value | $ 1,321,108 | $ 1,321,108 | 1,287,540 | |||
Interest rate (as a percent) | 0% | 0% | ||||
Aggregate principal amount | $ 2,000,000 | |||||
DISH DBS Corporation ("DBS") | 7 3/4% Senior Notes due 2026 | ||||||
Debt Instrument | ||||||
Carrying Value | $ 2,000,000 | $ 2,000,000 | 2,000,000 | |||
Fair Value | $ 1,504,760 | $ 1,504,760 | 1,620,280 | |||
Interest rate (as a percent) | 7.75% | 7.75% | ||||
DISH DBS Corporation ("DBS") | 3 3/8% Convertible Notes due 2026 | ||||||
Debt Instrument | ||||||
Carrying Value | $ 2,908,801 | $ 2,908,801 | 3,000,000 | |||
Fair Value | $ 1,757,643 | $ 1,757,643 | 1,894,230 | |||
Interest rate (as a percent) | 3.375% | 3.375% | ||||
DISH DBS Corporation ("DBS") | 5 1/4% Senior Secured Notes due 2026 | ||||||
Debt Instrument | ||||||
Carrying Value | $ 2,750,000 | $ 2,750,000 | 2,750,000 | |||
Fair Value | $ 2,338,683 | $ 2,338,683 | 2,336,813 | |||
Interest rate (as a percent) | 5.25% | 5.25% | ||||
DISH DBS Corporation ("DBS") | 11 3/4% Senior Secured Notes due 2027 | ||||||
Debt Instrument | ||||||
Carrying Value | $ 3,500,000 | $ 3,500,000 | 2,000,000 | |||
Fair Value | $ 3,522,750 | $ 3,522,750 | 2,071,240 | |||
Interest rate (as a percent) | 11.75% | 11.75% | ||||
DISH DBS Corporation ("DBS") | 7 3/8% Senior Notes due 2028 | ||||||
Debt Instrument | ||||||
Carrying Value | $ 1,000,000 | $ 1,000,000 | 1,000,000 | |||
Fair Value | $ 634,930 | $ 634,930 | 708,320 | |||
Interest rate (as a percent) | 7.375% | 7.375% | ||||
DISH DBS Corporation ("DBS") | 5 3/4% Senior Secured Notes due 2028 | ||||||
Debt Instrument | ||||||
Carrying Value | $ 2,500,000 | $ 2,500,000 | 2,500,000 | |||
Fair Value | $ 1,928,025 | $ 1,928,025 | 2,013,675 | |||
Interest rate (as a percent) | 5.75% | 5.75% | ||||
DISH DBS Corporation ("DBS") | 5 1/8 % Senior Notes due 2029 | ||||||
Debt Instrument | ||||||
Carrying Value | $ 1,500,000 | $ 1,500,000 | 1,500,000 | |||
Fair Value | $ 841,710 | $ 841,710 | 976,755 | |||
Interest rate (as a percent) | 5.125% | 5.125% | ||||
DISH DBS Corporation ("DBS") | Mortgages and other notes payable | ||||||
Debt Instrument | ||||||
Carrying Value | $ 116,800 | $ 116,800 | 138,303 | |||
Fair Value | $ 116,800 | $ 116,800 | $ 138,303 |
Long-Term Debt and Finance Le_4
Long-Term Debt and Finance Lease Obligations - Narratives (Details) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 21, 2020 | Mar. 17, 2017 | Aug. 08, 2016 | |
Debt Instrument | |||||
Interest rate (as a percent) | 0.25% | ||||
5G Network Deployment milestone | 70% | ||||
Class A common stock | |||||
Debt Instrument | |||||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
5% Senior Notes due 2023 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 5% | ||||
2 3/8% Convertible Notes due 2024 | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 2.375% | ||||
Aggregate principal amount | $ 1,000,000,000 | ||||
Redemption price as a percentage of principal amount | 100% | ||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||
2 3/8% Convertible Notes due 2024 | Class A common stock | |||||
Debt Instrument | |||||
Aggregate principal amount | $ 1,000 | ||||
Convertible notes converted rate, shares | 12.1630 | ||||
Common stock par value (in dollars per share) | $ 82.22 | ||||
2 3/8% Convertible Notes due 2024 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 2.375% | ||||
0% Convertible Notes due 2025 | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 0% | ||||
0% Convertible Notes due 2025 | Class A common stock | |||||
Debt Instrument | |||||
Aggregate principal amount | $ 1,000 | ||||
Convertible notes converted rate, shares | 24.4123 | ||||
Common stock par value (in dollars per share) | $ 40.96 | ||||
0% Convertible Notes due 2025 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 0% | ||||
Aggregate principal amount | $ 2,000,000,000 | ||||
Redemption price as a percentage of principal amount | 100% | ||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||
5 7/8% Senior Notes due 2024 | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 5.875% | ||||
5 7/8% Senior Notes due 2024 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 5.875% | ||||
7 3/4% Senior Notes due 2026 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 7.75% | ||||
3 3/8% Convertible Notes due 2026 | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 3.375% | ||||
Aggregate principal amount | $ 3,000,000,000 | ||||
Redemption price as a percentage of principal amount | 100% | ||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||
3 3/8% Convertible Notes due 2026 | Class A common stock | |||||
Debt Instrument | |||||
Aggregate principal amount | $ 1,000 | ||||
Convertible notes converted rate, shares | 15.3429 | ||||
Common stock par value (in dollars per share) | $ 65.18 | ||||
3 3/8% Convertible Notes due 2026 | Class A common stock | Convertible note hedges | |||||
Debt Instrument | |||||
Common stock par value (in dollars per share) | $ 65.18 | ||||
Convertible notes converted into shares | 46,000,000 | ||||
Total cost of convertible notes | $ 635,000,000 | ||||
3 3/8% Convertible Notes due 2026 | Class A common stock | Common stock warrants | |||||
Debt Instrument | |||||
Convertible notes converted into warrants | 46,000,000 | ||||
Cash proceeds from the sale of warrants | $ 376,000,000 | ||||
3 3/8% Convertible Notes due 2026 | Class A common stock | Common stock warrants | Minimum | |||||
Debt Instrument | |||||
Common stock par value (in dollars per share) | $ 65.18 | ||||
Convertible notes converted rate | 32.50% | ||||
3 3/8% Convertible Notes due 2026 | Class A common stock | Common stock warrants | Maximum | |||||
Debt Instrument | |||||
Common stock par value (in dollars per share) | $ 86.08 | ||||
Convertible notes converted rate | 75% | ||||
3 3/8% Convertible Notes due 2026 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 3.375% | ||||
7 3/8% Senior Notes due 2028 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 7.375% | ||||
5 1/8 % Senior Notes due 2029 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 5.125% | ||||
5 1/4% Senior Secured Notes due 2026 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 5.25% | ||||
5 3/4% Senior Secured Notes due 2028 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 5.75% | ||||
11 3/4% Senior Secured Notes due 2027 | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 11.75% | ||||
Aggregate principal amount | $ 1,500,000,000 | ||||
11 3/4% Senior Secured Notes due 2027 | DISH DBS Corporation ("DBS") | |||||
Debt Instrument | |||||
Interest rate (as a percent) | 11.75% |
Long-Term Debt and Finance Le_5
Long-Term Debt and Finance Lease Obligations - Intercompany Loan (Details) - USD ($) $ in Millions | 9 Months Ended | 189 Months Ended | |
Feb. 11, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | |
Debt Instrument | |||
Interest rate (as a percent) | 0.25% | 0.25% | |
Payment to customer | $ 30,000 | ||
DISH DBS Corporation ("DBS") | |||
Debt Instrument | |||
Minimum interest payment due (in percent) | 50% | ||
Interest payment in kind (in percent) | 0.75% | ||
5 1/4% Senior Secured Notes due 2026 | DISH DBS Corporation ("DBS") | |||
Debt Instrument | |||
Interest rate (as a percent) | 5.25% | 5.25% | |
5 3/4% Senior Secured Notes due 2028 | DISH DBS Corporation ("DBS") | |||
Debt Instrument | |||
Interest rate (as a percent) | 5.75% | 5.75% | |
11 3/4% Senior Secured Notes due 2027 | |||
Debt Instrument | |||
Interest rate (as a percent) | 11.75% | 11.75% | |
Intercompany Loan | DISH DBS Corporation ("DBS") | |||
Debt Instrument | |||
Additional debt | $ 1,500 | ||
Outstanding amount | $ 7,382 | $ 7,382 | |
Intercompany Loan | DISH DBS Corporation ("DBS") | Ghz 3.45 to 3.55 | |||
Debt Instrument | |||
Cash proceeds | 6,750 | ||
Cash and marketable investment securities paid | 455 | ||
Payment to customer | $ 7,205 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 189 Months Ended | ||||||||||||||||||
Mar. 30, 2024 | Oct. 12, 2023 USD ($) | Sep. 29, 2023 | Jun. 14, 2023 site | Jun. 14, 2022 | Dec. 30, 2020 USD ($) | Jul. 26, 2019 USD ($) | Jun. 08, 2018 | Jun. 07, 2018 USD ($) | Jun. 06, 2018 | Aug. 18, 2015 USD ($) | Dec. 31, 2027 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2018 USD ($) item | Jun. 30, 2023 | Sep. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) item | Jun. 14, 2025 | Oct. 15, 2023 USD ($) | Sep. 20, 2022 USD ($) | Jul. 31, 2020 USD ($) | |
Commitment and Contingencies | ||||||||||||||||||||||||
Network development current and future expenditures | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||||||||||||||||||||
Litigation accrual | $ 3,900 | |||||||||||||||||||||||
Percentage of population for deploy 5G services | 73% | |||||||||||||||||||||||
Payment to customer | $ 30,000,000 | |||||||||||||||||||||||
Percentage of Population Five G Services Offered | 70% | 75% | ||||||||||||||||||||||
Percentage of Population to Whom 5G Broadband Service is Provided | 50% | |||||||||||||||||||||||
Number of Cell Sites Deployed | site | 16,000 | |||||||||||||||||||||||
Percentage of Population Northstar Wireless and SNR Wireless offered | 75% | 75% | ||||||||||||||||||||||
FCC authorizations | $ 37,817,941 | 36,933,073 | $ 37,817,941 | |||||||||||||||||||||
Number Of Markets | item | 60 | |||||||||||||||||||||||
Interest rate (as a percent) | 0.25% | 0.25% | ||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Noncontrolling Interest in Variable Interest Entity | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||||||
MHz 700 Licenses and AWS-4 Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Percentage of Population to Whom 5G Broadband Service is Provided | 50% | |||||||||||||||||||||||
Percentage of population for deploy 5G services in each Economic Area | 70% | |||||||||||||||||||||||
H Block Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Percentage of population for deploy 5G services | 70% | |||||||||||||||||||||||
Percentage of Population to Whom 5G Broadband Service is Provided | 50% | |||||||||||||||||||||||
Percentage of population for deploy 5G services in each Economic Area | 75% | |||||||||||||||||||||||
5G Network Development | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Purchase of ownership interests | $ 100,000 | |||||||||||||||||||||||
Number of markets under construction | item | 60 | 60 | ||||||||||||||||||||||
Payment to customer | $ 30,000,000 | |||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Noncontrolling Interest in Variable Interest Entity | $ 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Capitalized interest on FCC authorizations | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | $ 8,000,000 | 8,000,000 | 8,000,000 | |||||||||||||||||||||
Spectrum Purchase Agreement | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Purchase price | $ 3,590,000 | |||||||||||||||||||||||
Asset Purchase Agreement, Termination Fee Payable | $ 72,000 | |||||||||||||||||||||||
Asset Purchase Agreement, Deadline to Divest Licenses, Extension Period | 60 days | |||||||||||||||||||||||
Class B common stock | Northstar Manager LLC | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 3% | |||||||||||||||||||||||
Minimum | MHz 700 Licenses and AWS-4 Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Minimum percentage of population having access to average download speed | 70% | 70% | 70% | |||||||||||||||||||||
Northstar Manager LLC | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Accrued redeemable non-controlling interest | $ 109,000 | 109,000 | ||||||||||||||||||||||
Northstar Manager LLC | Class B common stock | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Ownership percentage | 97% | |||||||||||||||||||||||
Payment For Purchase Agreement | $ 312,000 | |||||||||||||||||||||||
Wireless | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Network development current and future expenditures | 10,000,000 | 10,000,000 | $ 10,000,000 | |||||||||||||||||||||
Percentage of population for deploy 5G services | 20% | 70% | 20% | |||||||||||||||||||||
FCC authorizations | $ 19,699,971 | 19,699,971 | ||||||||||||||||||||||
Wireless | Maximum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Percentage of population for deploy 5G services | 70% | 70% | ||||||||||||||||||||||
Wireless | At least 50% by June 2023 | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Percentage of population for deploy 5G services | 50% | 50% | ||||||||||||||||||||||
H Block Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | $ 1,671,506 | 1,671,506 | ||||||||||||||||||||||
DBS Licenses. | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 677,409 | 677,409 | ||||||||||||||||||||||
700 MHz Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 711,871 | 711,871 | ||||||||||||||||||||||
600 MHz Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 6,213,335 | 6,213,335 | ||||||||||||||||||||||
MVDDS | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 24,000 | 24,000 | ||||||||||||||||||||||
28 GHz Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 2,883 | 2,883 | ||||||||||||||||||||||
24 GHz Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 11,772 | 11,772 | ||||||||||||||||||||||
37 Ghz, 39 Ghz and 47 Ghz Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 202,533 | 202,533 | ||||||||||||||||||||||
3550-3650 MHz Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 912,939 | 912,939 | ||||||||||||||||||||||
Ghz 3.7 to 3.98 | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 2,762 | 2,762 | ||||||||||||||||||||||
Ghz 3.45 to 3.55 | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 7,327,989 | 7,327,989 | ||||||||||||||||||||||
1695-1710 MHz, 1755-1780 MHz, and 2155-2180 MHz | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 972 | 972 | ||||||||||||||||||||||
Northstar Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | $ 5,618,930 | 5,618,930 | ||||||||||||||||||||||
AWS-3 Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Accelerated build out period | 2 years | |||||||||||||||||||||||
FCC authorizations | $ 9,890,389 | 9,890,389 | ||||||||||||||||||||||
AWS-4 Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 1,940,000 | 1,940,000 | ||||||||||||||||||||||
SNR Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 4,271,459 | 4,271,459 | ||||||||||||||||||||||
Capitalized Interest | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
FCC authorizations | 8,227,581 | 8,227,581 | ||||||||||||||||||||||
Northstar Spectrum And SNR Holdco | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Ownership interest | 529,000 | 464,000 | 529,000 | |||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Noncontrolling Interest in Variable Interest Entity | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||||||
Northstar Spectrum And SNR Holdco | AWS-3 Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Interim Build-out Requirement (as a percent) | 40% | |||||||||||||||||||||||
Final Build-out Requirement (as a percent) | 75% | |||||||||||||||||||||||
Accelerated period to meet Final Build-Out Requirement on failure to meet Interim Build-Out Requirement | 2 years | |||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Percentage of bidding credit | 25% | |||||||||||||||||||||||
Northstar Wireless or Northstar Spectrum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Interim payment percentage | 15% | |||||||||||||||||||||||
Re-Auction payment | $ 1,892,000 | |||||||||||||||||||||||
Overpayment of interim payment | $ 334,000 | |||||||||||||||||||||||
Northstar Wireless or Northstar Spectrum | Preferred Class A | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Ownership percentage | 100% | |||||||||||||||||||||||
Northstar Wireless or Northstar Spectrum | Northstar Manager LLC | ||||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Controlling interest owned by other companies | 15% | |||||||||||||||||||||||
Equity contribution | $ 133,000 | |||||||||||||||||||||||
Northstar Wireless or Northstar Spectrum | American II. | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Ownership percentage | 85% | |||||||||||||||||||||||
Loan made | $ 69,000 | |||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Equity contribution | 7,621,000 | |||||||||||||||||||||||
Northstar Wireless or Northstar Spectrum | AWS 3 Auction | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Interim Payment | $ 334,000 | |||||||||||||||||||||||
Interim payment percentage | 15% | |||||||||||||||||||||||
Northstar Wireless or Northstar Spectrum | Northstar Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Number of wireless spectrum licenses | item | 261 | 261 | ||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Gross winning bids | $ 5,619,000 | |||||||||||||||||||||||
Bidding credit value | $ 1,961,000 | |||||||||||||||||||||||
Northstar Wireless or Northstar Spectrum | AWS-3 Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Non-payment gross winning bids | 2,226,000 | $ 2,226,000 | ||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Gross winning bids | $ 7,845,000 | |||||||||||||||||||||||
Percentage of bidding credit | 25% | |||||||||||||||||||||||
Net winning bid | $ 5,884,000 | |||||||||||||||||||||||
Northstar Wireless or Northstar Spectrum | SNR Licenses | ||||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Percentage of bidding credit | 25% | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Non-payment gross winning bids | $ 1,211,000 | $ 1,211,000 | ||||||||||||||||||||||
Interim payment percentage | 15% | |||||||||||||||||||||||
Re-Auction payment | $ 1,029,000 | |||||||||||||||||||||||
Overpayment of interim payment | $ 182,000 | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | Maximum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Preferred stock quarterly distribution (as a percent) | 12% | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | Minimum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Preferred stock quarterly distribution (as a percent) | 8% | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | SNR Wireless Management LLC | ||||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Controlling interest owned by other companies | 15% | |||||||||||||||||||||||
Equity contribution | 93,000 | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | American II. | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Window of days for management to put its interest | 360 days | 270 days | 90 days | |||||||||||||||||||||
Additional days allowed for management to put its interest | 90 days | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | American II. | Maximum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Preferred stock quarterly distribution (as a percent) | 12% | |||||||||||||||||||||||
Window of days for management to put its interest | 90 days | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | American II. | Minimum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Preferred stock quarterly distribution (as a percent) | 8% | |||||||||||||||||||||||
Window of days for management to put its interest | 30 days | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | American III | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Number of wireless spectrum licenses | item | 244 | 244 | ||||||||||||||||||||||
Loan made | $ 344,000 | |||||||||||||||||||||||
Debt outstanding amount | 5,065,000 | |||||||||||||||||||||||
Principal amount of debt | 500,000 | |||||||||||||||||||||||
Window of days for management to put its interest | 90 days | 30 days | ||||||||||||||||||||||
Additional days allowed for management to put its interest | 90 days | |||||||||||||||||||||||
Additional loan to pay gross winning bids | 344,000 | |||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Equity contribution | $ 5,590,000 | |||||||||||||||||||||||
Gross winning bids | 4,271,000 | |||||||||||||||||||||||
Value of ownership rights accrued | $ 420,000 | $ 420,000 | ||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | American III | Preferred Class A | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Number shares issued in conversion | item | 5,065,415 | |||||||||||||||||||||||
Preferred stock quarterly distribution (as a percent) | 12% | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | American III | Maximum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Interest rate (as a percent) | 12% | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | American III | Minimum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Interest rate (as a percent) | 6% | 6% | ||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | AWS 3 Auction | ||||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Gross winning bids | $ 5,482,000 | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | AWS-3 Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Non-payment gross winning bids | 1,211,000 | $ 1,211,000 | ||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco | SNR Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Interim Payment | 182,000 | |||||||||||||||||||||||
Non-payment gross winning bids | $ 1,211,000 | 1,211,000 | ||||||||||||||||||||||
Interim payment percentage | 15% | |||||||||||||||||||||||
Additional Bid Withdrawal Payment | $ 3,000 | |||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Percentage of bidding credit | 25% | |||||||||||||||||||||||
Net winning bid | $ 4,112,000 | |||||||||||||||||||||||
Bid withdrawal payment | $ 8,000 | |||||||||||||||||||||||
Bidding credit value | $ 1,370,000 | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco Class B Common Interests | American III | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Ownership percentage | 85% | |||||||||||||||||||||||
SNR Wireless or SNR Wireless Holdco Class A Common Interests | American III | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Ownership percentage | 100% | |||||||||||||||||||||||
American II. | Northstar Manager LLC | Class B common stock | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Ownership percentage | 80% | |||||||||||||||||||||||
American II. | American II. | ||||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Value of ownership rights accrued | $ 109,000 | 109,000 | ||||||||||||||||||||||
Prior Arrangement | Northstar Licenses | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Non-payment gross winning bids | 2,226,000 | 2,226,000 | ||||||||||||||||||||||
Prior Arrangement | Northstar Wireless or Northstar Spectrum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Non-payment gross winning bids | $ 2,226,000 | 2,226,000 | ||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Number of licenses returned | item | 84 | |||||||||||||||||||||||
Prior Arrangement | SNR Wireless or SNR Wireless Holdco | SNR Licenses | ||||||||||||||||||||||||
Commitments relating to AWS-3 Auction | ||||||||||||||||||||||||
Number of licenses returned | item | 113 | |||||||||||||||||||||||
Northstar Operative Agreement | Northstar Spectrum And SNR Holdco | American II. | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Debt outstanding amount | $ 6,870,000 | |||||||||||||||||||||||
Northstar Operative Agreement | Northstar Wireless or Northstar Spectrum | American II. | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Principal amount of debt | $ 500,000 | |||||||||||||||||||||||
Removal of consent for unsecured financing and equipment financing | $ 25,000 | |||||||||||||||||||||||
Northstar Operative Agreement | Northstar Wireless or Northstar Spectrum | American II. | Preferred Class A | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Number shares issued in conversion | item | 6,870,493 | |||||||||||||||||||||||
Preferred stock quarterly distribution (as a percent) | 12% | |||||||||||||||||||||||
Northstar Operative Agreement | Northstar Wireless or Northstar Spectrum | American II. | Maximum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Interest rate (as a percent) | 12% | |||||||||||||||||||||||
Loan balance maturity period | 10 years | |||||||||||||||||||||||
Northstar Operative Agreement | Northstar Wireless or Northstar Spectrum | American II. | Minimum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Interest rate (as a percent) | 6% | |||||||||||||||||||||||
Loan balance maturity period | 7 years | |||||||||||||||||||||||
SNR Operative Agreement | SNR Wireless or SNR Wireless Holdco | American III | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Loan balance maturity period | 10 years | 7 years | ||||||||||||||||||||||
Removal of consent for unsecured financing and equipment financing | $ 25,000 | |||||||||||||||||||||||
5G network deployment obligations | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Total | $ 1,858,000 | 1,858,000 | ||||||||||||||||||||||
Contractual Obligation | 1,858,000 | 1,858,000 | ||||||||||||||||||||||
Satellite-related obligations | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
2023 (remaining three months) | 1,485,859 | 1,485,859 | ||||||||||||||||||||||
2024 | 2,668,442 | 2,668,442 | ||||||||||||||||||||||
2025 | 2,096,744 | 2,096,744 | ||||||||||||||||||||||
2026 | 1,840,438 | 1,840,438 | ||||||||||||||||||||||
2027 | 1,087,858 | 1,087,858 | ||||||||||||||||||||||
Thereafter | 4,955,117 | 4,955,117 | ||||||||||||||||||||||
Total | 14,134,458 | 15,115,000 | 14,134,458 | |||||||||||||||||||||
Contractual Obligation | $ 14,134,458 | $ 15,115,000 | $ 14,134,458 | |||||||||||||||||||||
SNR Credit Agreement | SNR Wireless or SNR Wireless Holdco | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Loan made | $ 500,000 | |||||||||||||||||||||||
SNR Credit Agreement | SNR Wireless or SNR Wireless Holdco | American III | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Loan made | 500,000 | |||||||||||||||||||||||
Northstar Credit Agreement | Northstar Wireless or Northstar Spectrum | American II. | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Loan made | 500,000 | |||||||||||||||||||||||
Principal amount of debt | $ 500,000 | |||||||||||||||||||||||
Subsequent event | Northstar Spectrum | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Purchase of ownership interests | $ 109,000 | |||||||||||||||||||||||
Subsequent event | The Amendment | ||||||||||||||||||||||||
Commitment and Contingencies | ||||||||||||||||||||||||
Upfront payment | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Part 2 (Details) person in Millions | 9 Months Ended | 12 Months Ended | |||||||
Sep. 29, 2023 person | Jun. 14, 2023 person | Sep. 23, 2016 USD ($) | Aug. 18, 2015 USD ($) | Jul. 17, 2015 USD ($) | Mar. 14, 2014 USD ($) | Sep. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Loss contingencies | |||||||||
Number of Americans Nationwide For Deploy FiveG Services | person | 100 | 246 | |||||||
Network development current and future expenditures | $ 10,000,000,000 | $ 10,000,000,000 | $ 10,000,000,000 | ||||||
Wireless | |||||||||
Loss contingencies | |||||||||
Network development current and future expenditures | $ 10,000,000,000 | $ 10,000,000,000 | $ 10,000,000,000 | ||||||
Northstar Spectrum And SNR Holdco | AWS-3 Licenses | |||||||||
Loss contingencies | |||||||||
Interim Build-out Requirement (as a percent) | 40% | ||||||||
Final Build-out Requirement (as a percent) | 75% | ||||||||
Accelerated period to meet Final Build-Out Requirement on failure to meet Interim Build-Out Requirement | 2 years | ||||||||
Loss contingency terms | |||||||||
Percentage of bidding credit | 25% | ||||||||
Northstar Wireless or Northstar Spectrum | AWS-3 Licenses | |||||||||
Loss contingency terms | |||||||||
Percentage of bidding credit | 25% | ||||||||
Northstar Wireless or Northstar Spectrum | AWS-3 Licenses | Vermont National Telephone Company | |||||||||
Loss contingency terms | |||||||||
Percentage of bidding credit | 25% | ||||||||
Recovery amount | $ 10,000,000,000 | ||||||||
Bidding credit value | 3,300,000,000 | ||||||||
Northstar Wireless or Northstar Spectrum | AWS-3 Licenses | Minimum | Vermont National Telephone Company | |||||||||
Loss contingency terms | |||||||||
Claim amount | 5,500 | ||||||||
Northstar Wireless or Northstar Spectrum | AWS-3 Licenses | Maximum | Vermont National Telephone Company | |||||||||
Loss contingency terms | |||||||||
Claim amount | $ 11,000 | ||||||||
Northstar Wireless or Northstar Spectrum | SNR Licenses | |||||||||
Loss contingency terms | |||||||||
Percentage of bidding credit | 25% | ||||||||
Northstar Wireless or Northstar Spectrum | Northstar Licenses | |||||||||
Loss contingency terms | |||||||||
Bidding credit value | $ 1,961,000,000 | ||||||||
SNR Wireless or SNR Wireless Holdco | SNR Licenses | |||||||||
Loss contingency terms | |||||||||
Percentage of bidding credit | 25% | ||||||||
Bidding credit value | $ 1,370,000,000 | ||||||||
Pending Litigation | ClearPlay | |||||||||
Loss contingency terms | |||||||||
Claim amount | $ 469,000,000 | ||||||||
Pending Litigation | TQ Delta | |||||||||
Loss contingency terms | |||||||||
Claim amount | $ 251,000,000 | ||||||||
Cyber-Security Class Actions | |||||||||
Loss contingency terms | |||||||||
Ten additional putative class action complaints | item | 10 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Segment information | |||||
Number of primary operating business segments | segment | 2 | ||||
Total assets | $ 53,744,674 | $ 53,744,674 | $ 52,606,562 | ||
Revenues | 3,704,516 | $ 4,095,451 | 11,573,075 | $ 12,636,034 | |
Depreciation and amortization | 294,797 | 174,736 | 806,504 | 519,300 | |
Operating income (loss) | (41,806) | 427,029 | 487,951 | 1,670,324 | |
Interest income | 18,649 | 7,632 | 90,907 | 21,853 | |
Other, net | (151,497) | 57,941 | (120,726) | 114,264 | |
Income tax (provision) benefit, net | 67,988 | (58,169) | (81,930) | (372,936) | |
Net income (loss) | (116,839) | 429,585 | 348,823 | 1,418,438 | |
Purchases of property and equipment (including capitalized interest related to FCC authorizations) | 916,500 | 793,189 | 3,074,626 | 2,587,435 | |
Pay-TV video and related revenue | |||||
Segment information | |||||
Revenues | 2,774,875 | 3,037,279 | 8,586,009 | 9,280,621 | |
Wireless services and related revenue | |||||
Segment information | |||||
Revenues | 814,267 | 892,820 | 2,535,296 | 2,754,008 | |
United States | |||||
Segment information | |||||
Revenues | 3,694,540 | 4,082,463 | 11,542,198 | 12,603,549 | |
Canada And Mexico | |||||
Segment information | |||||
Revenues | 9,976 | 12,988 | 30,877 | 32,485 | |
Pay-TV | |||||
Segment information | |||||
Purchases of property and equipment (including capitalized interest related to FCC authorizations) | 64,331 | 28,103 | 167,524 | 91,358 | |
Pay-TV | Equipment sales and other revenue | |||||
Segment information | |||||
Revenues | 32,226 | 41,139 | 168,363 | 118,623 | |
Wireless | |||||
Segment information | |||||
Purchases of property and equipment (including capitalized interest related to FCC authorizations) | 852,169 | 765,086 | 2,907,102 | 2,496,077 | |
Wireless | Equipment sales and other revenue | |||||
Segment information | |||||
Revenues | 86,035 | 125,312 | 289,254 | 487,582 | |
Eliminations | All Other & Eliminations | |||||
Segment information | |||||
Total assets | (44,120,380) | (44,120,380) | (39,949,937) | ||
Revenues | (2,887) | (1,099) | (5,847) | (4,800) | |
Operating segment | Pay-TV | |||||
Segment information | |||||
Total assets | 48,722,185 | 48,722,185 | 46,295,495 | ||
Revenues | 2,807,101 | 3,078,418 | 8,754,372 | 9,399,244 | |
Operating income (loss) | 589,465 | 647,654 | 1,985,490 | 2,185,171 | |
Operating segment | Wireless | |||||
Segment information | |||||
Total assets | 49,142,869 | 49,142,869 | $ 46,261,004 | ||
Revenues | 900,302 | 1,018,132 | 2,824,550 | 3,241,590 | |
Operating income (loss) | (631,271) | (220,625) | (1,497,539) | (514,847) | |
All other | Equipment sales and other revenue | |||||
Segment information | |||||
Eliminations | $ (2,887) | $ (1,099) | $ (5,847) | $ (4,800) |
Contract Balances - Valuation A
Contract Balances - Valuation And Qualifying Accounts Activity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Contract Balances | |
Balance at Beginning of Period | $ 44,431 |
Current Period Provision for Expected Credit Losses | 54,655 |
Write-offs Charged Against Allowance | (47,380) |
Balance at End of Period | $ 51,706 |
Contract Balances - Deferred Re
Contract Balances - Deferred Revenues (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Contract liabilities | $ 617,244 | $ 698,602 |
Customer Contract | ||
Contract liabilities | $ 665,000 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Aug. 19, 2016 | Oct. 02, 2012 | Jun. 30, 2021 item | Feb. 28, 2019 | Mar. 31, 2017 | Dec. 31, 2011 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transactions | ||||||||||||
Trade accounts receivable, net | $ 802,598 | $ 802,598 | $ 953,812 | |||||||||
Trade accounts payable | 687,743 | 687,743 | 924,438 | |||||||||
Cost of sales - equipment and other | 566,585 | $ 452,749 | $ 1,561,864 | $ 1,364,087 | ||||||||
Inverness Lease Agreement | EchoStar | ||||||||||||
Related Party Transactions | ||||||||||||
Number of renewal options | item | 4 | |||||||||||
Term of renewal option | 3 years | |||||||||||
Professional Services Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Automatic Renewal Period | 1 year | |||||||||||
Hughes Broadband Distribution Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Term of renewal option | 1 year | |||||||||||
Hughes Broadband Distribution Agreement | Minimum | ||||||||||||
Related Party Transactions | ||||||||||||
Notice period for termination of agreement | 180 days | |||||||||||
Hughes Broadband Master Services Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Payments to third party by related party under extension option | 1,000 | 2,000 | $ 1,000 | 6,000 | ||||||||
EchoStar | ||||||||||||
Related Party Transactions | ||||||||||||
Trade accounts receivable, net | 2,000 | 2,000 | 1,000 | |||||||||
Trade accounts payable | 7,000 | 7,000 | $ 4,000 | |||||||||
Equipment sales and other revenue | 3,000 | $ 1,000 | 6,000 | 4,000 | ||||||||
Cost of services | 2,000 | 3,000 | 6,000 | 9,000 | ||||||||
General and Administrative Expense | 3,000 | 3,000 | $ 9,000 | 10,000 | ||||||||
EchoStar | El Paso Lease Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Number of consecutive three year renewal options | item | 4 | |||||||||||
Term of renewal option | 3 years | |||||||||||
EchoStar | Cheyenne Lease Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Number of renewal options | item | 12 | |||||||||||
Term of renewal option | 1 year | |||||||||||
Renewal notice period | 180 days | |||||||||||
EchoStar | Collocation And Antenna Space Agreements | ||||||||||||
Related Party Transactions | ||||||||||||
Number of renewal options | item | 4 | |||||||||||
Term of renewal option | 3 years | |||||||||||
Notice period for termination of agreement | 180 days | |||||||||||
EchoStar | 100 Inverness Lease Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Notice period for termination of agreement | 180 days | |||||||||||
EchoStar | Professional Services Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Automatic renewal period | 1 year | |||||||||||
Notice period for termination of agreement | 60 days | |||||||||||
Minimum notice period for termination of a specific service | 30 days | |||||||||||
EchoStar | Patent Cross-License Agreements | ||||||||||||
Related Party Transactions | ||||||||||||
Payments to third party | $ 10,000 | |||||||||||
EchoStar | Rovi License Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Agreement term | 10 years | |||||||||||
Amount paid to related party | $ 0 | |||||||||||
EchoStar | Tax Sharing Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
payment made for tax benefit received | 13,000 | 13,000 | ||||||||||
Related Party Transaction, Remaining Payment Of Tax Benefit To Be Paid | 69,000 | 69,000 | ||||||||||
Net amount of the allocated tax attributes payable | 82,000 | $ 82,000 | ||||||||||
EchoStar | TT & C Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Number of renewal options | item | 3 | |||||||||||
Term of renewal option | 1 year | |||||||||||
EchoStar | Prior TT&C Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Term of renewal option | 1 year | |||||||||||
HNS | Collocation And Antenna Space Agreements | ||||||||||||
Related Party Transactions | ||||||||||||
Number of renewal options | item | 4 | |||||||||||
Term of renewal option | 3 years | |||||||||||
Notice period for termination of agreement | 90 days | |||||||||||
Agreement term from commencement of service date | 5 years | |||||||||||
HNS | Collocation And Antenna Space Agreements | Maximum | ||||||||||||
Related Party Transactions | ||||||||||||
Notice period for termination of agreement | 120 days | |||||||||||
HNS | Hughes Broadband Master Services Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Notice period for termination of agreement | 90 days | |||||||||||
Broadband equipment purchased from related parties | 0 | 3,000 | $ 0 | 7,000 | ||||||||
Agreement term | 5 years | |||||||||||
Automatic Renewal Period | 1 year | |||||||||||
HNS | Hughes Equipment and Services Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Term of renewal option | 1 year | |||||||||||
Minimum required notice period for termination of agreement by related party | 180 days | |||||||||||
Agreement term | 5 years | |||||||||||
Minimum required notice period for termination by the reporting entity | 365 days | |||||||||||
NBIoT capitalized costs | ||||||||||||
Related Party Transactions | ||||||||||||
Cost of sales - equipment and other | $ 1,000 | $ 1,000 | $ 4,000 | $ 4,000 | ||||||||
Master Transaction Agreement | EchoStar | TT & C Agreement | ||||||||||||
Related Party Transactions | ||||||||||||
Notice period for termination of agreement | 12 months | |||||||||||
Master Transaction Agreement | EchoStar | TT & C Agreement | Minimum | ||||||||||||
Related Party Transactions | ||||||||||||
Notice period for termination of agreement | 90 days |
Related Party Transactions - Na
Related Party Transactions - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 28, 2017 | |
Related Party Transactions | ||||||
Amounts payable to related party | $ 687,743 | $ 687,743 | $ 924,438 | |||
Trade accounts receivable, net | 802,598 | 802,598 | 953,812 | |||
NagraStar | ||||||
Related Party Transactions | ||||||
Ownership interest (as a percent) | 50% | |||||
NagraStar | ||||||
Related Party Transactions | ||||||
Purchases from related party | 8,972 | $ 10,285 | 28,012 | $ 32,713 | ||
Amounts payable to related party | 7,235 | 7,235 | 7,422 | |||
Commitments to related party | $ 2,504 | $ 2,504 | $ 3,272 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - Liberty Latin American Agreement $ in Millions | Nov. 05, 2023 USD ($) |
Subsequent Event [Line Items] | |
Aggregate purchase price | $ 256 |
Recognition period | 3 years |
Period after which transaction could be terminated | 12 months |
Extension period | 3 months |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Non-Rule10b5-1 Arrangement Modified | false |
Rule10b5-1 Arrangement Modified | false |