EXHIBIT 99.3
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
The unaudited pro forma condensed financial statements give effect to the acquisition of 30 million common shares of TerreStar Parent and the sale of the company through which we held our 1.4 GHz spectrum to TerreStar Parent, as previously discussed. These statements have been derived in part from the audited financial statements of EchoStar and TerreStar Parent for the year ended December 31, 2007 and from the unaudited financial statements for the six months ended June 30, 2008 for each of EchoStar and TerreStar Parent.
The unaudited pro forma condensed statements of operations for the six months ended June 30, 2008 and for the year ended December 31, 2007 have been prepared as if the transactions described above occurred as of January 1, 2007. The pro forma adjustments are based on available information and assumptions that management believes are reasonable based on our current plans and expectations. The unaudited pro forma condensed financial statements have been prepared for illustrative purposes only and are not necessarily indicative of our future financial position, future results of operations or future cash flows, nor do they reflect what our financial position, results of operations or cash flows would have been had we had increased our investment in TerreStar during the specific periods. The unaudited pro forma condensed financial statements and accompanying notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the historical consolidated financial statements and accompanying notes of EchoStar and TerreStar Parent included in the respective annual reports on Form 10-K for the fiscal year ended December 31, 2007 as well as the quarterly reports on Form 10-Q for the quarter ended June 30, 2008. The TerreStar Parent annual and quarterly reports are included in this Form 8-K filing.
1
ECHOSTAR CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
| | | | | | | | | | | | |
| | For the Year Ended December 31, 2007 | |
| | | | | | Pro Forma | | | Pro Forma | |
| | Historical | | | Adjustments | | | Combined | |
Revenue: | | | | | | | | | | | | |
Equipment and other sales — DISH Network | | $ | 1,294,215 | | | $ | — | | | $ | 1,294,215 | |
Equipment sales | | | 249,850 | | | | — | | | | 249,850 | |
| | | | | | | | | |
Total revenue | | | 1,544,065 | | | | — | | | | 1,544,065 | |
| | | | | | | | | |
|
Costs and Expenses: | | | | | | | | | | | | |
Cost of equipment and other sales | | | 1,451,704 | | | | — | | | | 1,451,704 | |
Marketing and sales | | | 6,731 | | | | — | | | | 6,731 | |
Research and development | | | 78,790 | | | | — | | | | 78,790 | |
General and administrative | | | 83,514 | | | | — | | | | 83,514 | |
Depreciation and amortization | | | 9,705 | | | | — | | | | 9,705 | |
| | | | | | | | | |
Total costs and expenses | | | 1,630,444 | | | | — | | | | 1,630,444 | |
| | | | | | | | | |
|
Operating income (loss) | | | (86,379 | ) | | | — | | | | (86,379 | ) |
| | | | | | | | | |
|
Other Income (Expense): | | | | | | | | | | | | |
Interest income | | | 10,459 | | | | — | | | | 10,459 | |
Interest expense, net of amounts capitalized | | | (796 | ) | | | — | | | | (796 | ) |
Unrealized gains (losses) due to changes in the fair value of certain debt and equity investments, net | | | — | | | | (35,574 | )(a) | | | (35,574 | ) |
Other | | | (6,479 | ) | | | — | | | | (6,479 | ) |
| | | | | | | | | |
Total other income (expense) | | | 3,184 | | | | (35,574 | ) | | | (32,390 | ) |
| | | | | | | | | |
|
Income (loss) before income taxes | | | (83,195 | ) | | | (35,574 | ) | | | (118,769 | ) |
Income tax (provision) benefit, net | | | (2,105 | ) | | | — | | | | (2,105 | ) |
| | | | | | | | | |
Net income (loss) | | $ | (85,300 | ) | | $ | (35,574 | ) | | $ | (120,874 | ) |
| | | | | | | | | |
|
Denominator for basic and diluted net income (loss) per share — Class A and B common stock: | | | | | | | | | | | | |
Denominator for basic and diluted net income (loss) per share — weighted-average common shares outstanding | | | 89,712 | | | | | | | | 89,712 | |
| | | | | | | | | | |
|
Net income (loss) per share — Class A and B common stock: | | | | | | | | | | | | |
Basic and diluted net income (loss) | | $ | (0.95 | ) | | | | | | $ | (1.35 | ) |
| | | | | | | | | | |
2
ECHOSTAR CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
| | | | | | | | | | | | |
| | For the Six Months Ended June 30, 2008 | |
| | | | | | Pro forma | | | Pro Forma | |
| | Historical | | | Adjustments | | | Combined | |
Revenue: | | | | | | | | | | | | |
Equipment sales — DISH Network | | $ | 672,733 | | | $ | — | | | $ | 672,733 | |
Equipment sales — other | | | 151,773 | | | | — | | | | 151,773 | |
Satellite services, digital broadcast operations and other services — DISH Network | | | 185,489 | | | | — | | | | 185,489 | |
Satellite and other services — other | | | 27,916 | | | | (9,569 | )(b) | | | 18,347 | |
| | | | | | | | | |
Total revenue | | | 1,037,911 | | | | (9,569 | ) | | | 1,028,342 | |
| | | | | | | | | |
|
Costs and Expenses: | | | | | | | | | | | | |
Cost of sales — equipment | | | 699,908 | | | | — | | | | 699,908 | |
Satellite services, digital broadcast operations and other cost of sales | | | 110,215 | | | | — | | | | 110,215 | |
Research and development expense | | | 27,565 | | | | — | | | | 27,565 | |
Selling, general and administrative expenses | | | 51,670 | | | | — | | | | 51,670 | |
General and administrative expenses — DISH Network | | | 13,296 | | | | — | | | | 13,296 | |
Depreciation and amortization | | | 123,985 | | | | — | | | | 123,985 | |
| | | | | | | | | |
Total costs and expenses | | | 1,026,639 | | | | — | | | | 1,026,639 | |
| | | | | | | | | |
|
Operating income (loss) | | | 11,272 | | | | (9,569 | ) | | | 1,703 | |
| | | | | | | | | |
|
Other Income (Expense): | | | | | | | | | | | | |
Interest income | | | 40,813 | | | | — | | | | 40,813 | |
Interest expense | | | (16,561 | ) | | | — | | | | (16,561 | ) |
Casualty loss expense | | | (12,799 | ) | | | — | | | | (12,799 | ) |
Unrealized gains (losses) due to changes in the fair value of certain debt and equity investments, net | | | (19,643 | ) | | | (30,397 | )(a) | | | (50,040 | ) |
Other | | | 61,201 | | | | — | | | | 61,201 | |
| | | | | | | | | |
Total other income (expense) | | | 53,011 | | | | (30,397 | ) | | | 22,614 | |
| | | | | | | | | |
|
Income (loss) before income taxes | | | 64,283 | | | | (39,966 | ) | | | 24,317 | |
Income tax (provision) benefit, net | | | (10,758 | ) | | | 3,435 | (b) | | | (7,323 | ) |
| | | | | | | | | | |
Net income (loss) | | $ | 53,525 | | | $ | (36,531 | ) | | $ | 16,994 | |
| | | | | | | | | |
|
Denominator for basic and diluted net income (loss) per share — Class A and B common stock: | | | | | | | | | | | | |
Denominator for basic net income (loss) per share — weighted-average common shares outstanding | | | 89,795 | | | | | | | | 89,795 | |
| | | | | | | | | | |
Denominator for diluted net income (loss) per share — weighted-average common shares outstanding | | | 91,285 | | | | | | | | 91,285 | |
| | | | | | | | | | |
|
Net income (loss) per share — Class A and B common stock: | | | | | | | | | | | | |
Basic net income (loss) | | $ | 0.60 | | | | | | | $ | 0.19 | |
| | | | | | | | | | |
Diluted net income (loss) | | $ | 0.59 | | | | | | | $ | 0.19 | |
| | | | | | | | | | |
3
ECHOSTAR CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL DATA
The pro forma adjustments included in the unaudited pro forma condensed financial statements are as follows:
(a) | | The recognition of unrealized losses of $36 million and $30 million for the year ended December 31, 2007 and the six months ended June 30, 2008, respectively, due to changes in the fair value of our investments in TerreStar Parent assuming that we had adopted the provisions of Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”) as of January 1, 2007. |
While our additional investment in TerreStar Parent occurred on June 10, 2008, the unaudited pro forma condensed statements of operations have been prepared as if the transaction occurred on January 1, 2007. The price of TerreStar Parent’s common stock from January 1, 2007 to June 30, 2008 was highly volatile and dropped significantly during this 18-month period. To reflect the pro forma impact of this decline to the common stock pursuant to SFAS 159, we calculated the unrealized losses due to changes in the fair value of this investment by applying the percentage change in the stock price for each period to our common stock investment balance for each of the periods presented. The pro forma adjustment for the June 30, 2008 Statement of Operations reflects the changes in fair value of our investments in TerreStar from January 1, 2008 through June 10, 2008, as the actual changes in the fair value of our investments are included in our historical results due to the application of fair value accounting to our TerreStar investments.
(b) | | To remove 1.4GHz spectrum lease revenue and related income tax effect for the period from February 8, 2008 through June 10, 2008. |
An unaudited pro forma condensed balance sheet as of the end of the most recent period is not included herein as the transaction is already reflected in our Condensed Consolidated Balance Sheets in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed with the Securities and Exchange Commission on August 4, 2008.
4