Supplemental Guarantor and Non-Guarantor Financial Information | 12 Months Ended |
Dec. 31, 2013 |
Supplemental Guarantor and Non-Guarantor Financial Information | ' |
Supplemental Guarantor and Non-Guarantor Financial Information | ' |
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Note 17. Supplemental Guarantor and Non-Guarantor Financial Information |
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Certain of our wholly-owned subsidiaries (together, the "Guarantor Subsidiaries") have fully and unconditionally guaranteed, on a joint and several basis, the obligations of the Company under the Notes, which were issued on June 1, 2011. See Note 9 for further information on the Notes. |
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In lieu of separate financial statements of the Guarantor Subsidiaries, condensed consolidating financial information prepared in accordance with Rule 3-10(f) of Regulation S-X is presented below, including the condensed balance sheet information, the condensed statement of operations and comprehensive income (loss) information and the condensed statement of cash flows information of the Company, the Guarantor Subsidiaries on a combined basis and the non-guarantor subsidiaries of the Company on a combined basis and the eliminations necessary to arrive at the corresponding information of the Company on a consolidated basis. |
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The indentures governing the Notes contain restrictive covenants that, among other things, impose limitations on our ability and the ability of our restricted subsidiaries to pay dividends or make distributions, incur additional debt, make certain investments, create liens or enter into sale and leaseback transactions, merge or consolidate with another company, transfer and sell assets, or enter into transactions with affiliates. |
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The condensed consolidating financial information should be read in conjunction with our consolidated financial statements and notes thereto included herein. |
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Consolidating Balance Sheet as of December 31, 2013 |
(In thousands) |
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| | HSS | | Guarantor Subsidiaries | | Non- | | Eliminations | | Total | |
Guarantor Subsidiaries |
Assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 97,674 | | $ | 34,340 | | $ | 31,695 | | $ | — | | $ | 163,709 | |
Marketable investment securities | | | 109,702 | | | 7,158 | | | — | | | — | | | 116,860 | |
Trade accounts receivable, net | | | — | | | 86,726 | | | 46,229 | | | — | | | 132,955 | |
Trade accounts receivable—DISH Network, net | | | — | | | 68,037 | | | 54 | | | — | | | 68,091 | |
Advances to affiliates, net | | | 158,763 | | | — | | | — | | | (158,023 | ) | | 740 | |
Inventory | | | — | | | 47,021 | | | 9,972 | | | — | | | 56,993 | |
Other current assets | | | 38 | | | 99,888 | | | 22,856 | | | (4,480 | ) | | 118,302 | |
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Total current assets | | | 366,177 | | | 343,170 | | | 110,806 | | | (162,503 | ) | | 657,650 | |
Restricted cash and cash equivalents | | | 7,004 | | | 7,500 | | | 610 | | | — | | | 15,114 | |
Property and equipment, net | | | — | | | 1,961,103 | | | 22,178 | | | — | | | 1,983,281 | |
Regulatory authorizations | | | — | | | 471,658 | | | — | | | — | | | 471,658 | |
Goodwill | | | — | | | 504,173 | | | — | | | — | | | 504,173 | |
Other intangible assets, net | | | — | | | 213,747 | | | — | | | — | | | 213,747 | |
Investment in subsidiaries | | | — | | | 65,453 | | | — | | | (65,453 | ) | | — | |
Advances to affiliates | | | 2,645,266 | | | 1,716 | | | — | | | (2,646,982 | ) | | — | |
Other noncurrent assets, net | | | 44,875 | | | 140,107 | | | 11,206 | | | — | | | 196,188 | |
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Total assets | | $ | 3,063,322 | | $ | 3,708,627 | | $ | 144,800 | | $ | (2,874,938 | ) | $ | 4,041,811 | |
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Liabilities and Shareholder's Equity (Deficit) | | | | | | | | | | | | | | | | |
Trade accounts payable | | $ | — | | $ | 78,093 | | $ | 12,907 | | $ | — | | $ | 91,000 | |
Trade accounts payable—DISH Network | | | 5 | | | — | | | — | | | — | | | 5 | |
Current portion of long-term debt | | | | | | | | | | | | | | | | |
and capital lease obligations | | | — | | | 65,430 | | | 1,870 | | | — | | | 67,300 | |
Advances from affiliates, net | | | — | | | 295,562 | | | 18,509 | | | (303,360 | ) | | 10,711 | |
Accrued expenses and other | | | 47,359 | | | 91,254 | | | 25,255 | | | (4,480 | ) | | 159,388 | |
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Total current liabilities | | | 47,364 | | | 530,339 | | | 58,541 | | | (307,840 | ) | | 328,404 | |
Long-term debt and capital lease | | | | | | | | | | | | | | | | |
obligations, net of current portion | | | 2,000,000 | | | 350,597 | | | 975 | | | — | | | 2,351,572 | |
Advances from affiliates | | | — | | | 2,644,566 | | | 10,637 | | | (2,646,982 | ) | | 8,221 | |
Other long-term liabilities | | | — | | | 328,463 | | | 333 | | | — | | | 328,796 | |
Total HSS shareholder's equity (deficit) | | | 1,015,958 | | | (145,338 | ) | | 65,453 | | | 79,884 | | | 1,015,957 | |
Noncontrolling interests | | | — | | | — | | | 8,861 | | | — | | | 8,861 | |
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Total liabilities and shareholder's equity | | $ | 3,063,322 | | $ | 3,708,627 | | $ | 144,800 | | $ | (2,874,938 | ) | $ | 4,041,811 | |
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Consolidating Balance Sheet as of December 31, 2012 |
(In thousands) |
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| | HSS | | Guarantor Subsidiaries | | Non- | | Eliminations | | Total | |
Guarantor Subsidiaries |
Assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 24,098 | | $ | 88,623 | | $ | 23,498 | | $ | — | | $ | 136,219 | |
Marketable investment securities | | | 42,422 | | | — | | | — | | | — | | | 42,422 | |
Trade accounts receivable, net | | | — | | | 127,994 | | | 58,854 | | | — | | | 186,848 | |
Trade accounts receivable—DISH Network, net | | | — | | | 36,153 | | | 187 | | | — | | | 36,340 | |
Advances to affiliates, net | | | 502,580 | | | 195 | | | 5,064 | | | (505,840 | ) | | 1,999 | |
Inventory | | | — | | | 49,834 | | | 9,841 | | | — | | | 59,675 | |
Other current assets | | | 8 | | | 36,255 | | | 24,877 | | | — | | | 61,140 | |
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Total current assets | | | 569,108 | | | 339,054 | | | 122,321 | | | (505,840 | ) | | 524,643 | |
Restricted cash and cash equivalents | | | 12,079 | | | 15,036 | | | 951 | | | — | | | 28,066 | |
Property and equipment, net | | | — | | | 2,133,692 | | | 25,199 | | | — | | | 2,158,891 | |
Regulatory authorizations | | | — | | | 491,657 | | | 71,055 | | | — | | | 562,712 | |
Goodwill | | | — | | | 504,173 | | | — | | | — | | | 504,173 | |
Other intangible assets, net | | | — | | | 274,914 | | | — | | | — | | | 274,914 | |
Investment in subsidiaries | | | — | | | 65,357 | | | — | | | (65,357 | ) | | — | |
Advances to affiliates | | | 2,447,234 | | | 1,716 | | | — | | | (2,448,950 | ) | | — | |
Other noncurrent assets, net | | | 50,276 | | | 106,779 | | | 6,083 | | | — | | | 163,138 | |
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Total assets | | $ | 3,078,697 | | $ | 3,932,378 | | $ | 225,609 | | $ | (3,020,147 | ) | $ | 4,216,537 | |
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Liabilities and Shareholder's Equity (Deficit) | | | | | | | | | | | | | | | | |
Trade accounts payable | | $ | 355 | | $ | 106,177 | | $ | 21,924 | | $ | — | | $ | 128,456 | |
Trade accounts payable—DISH Network | | | 5 | | | 6,317 | | | — | | | — | | | 6,322 | |
Current portion of long-term debt | | | | | | | | | | | | | | | | |
and capital lease obligations | | | — | | | 62,144 | | | 2,274 | | | — | | | 64,418 | |
Advances from affiliates, net | | | — | | | 556,657 | | | 90,893 | | | (582,660 | ) | | 64,890 | |
Accrued expenses and other | | | 27,762 | | | 93,720 | | | 24,525 | | | — | | | 146,007 | |
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Total current liabilities | | | 28,122 | | | 825,015 | | | 139,616 | | | (582,660 | ) | | 410,093 | |
Long-term debt and capital lease | | | | | | | | | | | | | | | | |
obligations, net of current portion | | | 2,000,000 | | | 419,551 | | | 694 | | | — | | | 2,420,245 | |
Advances from affiliates | | | — | | | 2,446,884 | | | 10,490 | | | (2,448,950 | ) | | 8,424 | |
Other long-term liabilities | | | — | | | 317,749 | | | 115 | | | — | | | 317,864 | |
Total HSS shareholder's equity (deficit) | | | 1,050,575 | | | (76,821 | ) | | 65,357 | | | 11,463 | | | 1,050,574 | |
Noncontrolling interests | | | — | | | — | | | 9,337 | | | — | | | 9,337 | |
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Total liabilities and shareholder's equity | | $ | 3,078,697 | | $ | 3,932,378 | | $ | 225,609 | | $ | (3,020,147 | ) | $ | 4,216,537 | |
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Consolidating Statement of Operations for the Year Ended December 31, 2013 |
(In thousands) |
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| | HSS | | Guarantor Subsidiaries | | Non- | | Eliminations | | Total | |
Guarantor Subsidiaries |
Revenue: | | | | | | | | | | | | | | | | |
Services and other revenue | | $ | — | | $ | 854,266 | | $ | 153,936 | | $ | (21,179 | ) | $ | 987,023 | |
Services and other revenue—DISH Network | | | — | | | 291,242 | | | 682 | | | — | | | 291,924 | |
Equipment revenue | | | — | | | 184,322 | | | 43,838 | | | (33,335 | ) | | 194,825 | |
Equipment revenue—DISH Network | | | — | | | 69,119 | | | — | | | — | | | 69,119 | |
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Total revenue | | | — | | | 1,398,949 | | | 198,456 | | | (54,514 | ) | | 1,542,891 | |
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Costs and Expenses: | | | | | | | | | | | | | | | | |
Costs of sales—services and other | | | — | | | 417,183 | | | 105,659 | | | (20,708 | ) | | 502,134 | |
Cost of sales—equipment | | | — | | | 231,043 | | | 38,204 | | | (32,144 | ) | | 237,103 | |
Selling, general and administrative | | | | | | | | | | | | | | | | |
expenses (including DISH Network) | | | — | | | 208,804 | | | 32,122 | | | (1,662 | ) | | 239,264 | |
Research and development expenses | | | — | | | 21,845 | | | — | | | — | | | 21,845 | |
Depreciation and amortization | | | — | | | 396,672 | | | 6,804 | | | — | | | 403,476 | |
Impairment of long-lived asset | | | — | | | 34,664 | | | — | | | — | | | 34,664 | |
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Total costs and expenses | | | — | | | 1,310,211 | | | 182,789 | | | (54,514 | ) | | 1,438,486 | |
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Operating income | | | — | | | 88,738 | | | 15,667 | | | — | | | 104,405 | |
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Other Income (Expense): | | | | | | | | | | | | | | | | |
Interest income | | | 198,979 | | | 5,680 | | | 1,280 | | | (198,452 | ) | | 7,487 | |
Interest expense, net of amounts capitalized | | | (145,526 | ) | | (247,761 | ) | | (2,227 | ) | | 198,452 | | | (197,062 | ) |
Equity in earnings (losses) of subsidiaries, net | | | (69,638 | ) | | 5,896 | | | — | | | 63,742 | | | — | |
Other, net | | | 32 | | | 16,812 | | | (2,022 | ) | | — | | | 14,822 | |
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Total other expense, net | | | (16,153 | ) | | (219,373 | ) | | (2,969 | ) | | 63,742 | | | (174,753 | ) |
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Income (loss) before income taxes | | | (16,153 | ) | | (130,635 | ) | | 12,698 | | | 63,742 | | | (70,348 | ) |
Income tax benefit (provision), net | | | (19,546 | ) | | 61,357 | | | (6,286 | ) | | — | | | 35,525 | |
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Net income (loss) | | | (35,699 | ) | | (69,278 | ) | | 6,412 | | | 63,742 | | | (34,823 | ) |
Less: Net income attributable to noncontrolling interests | | | — | | | — | | | 876 | | | — | | | 876 | |
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Net income (loss) attributable to HSS | | $ | (35,699 | ) | $ | (69,278 | ) | $ | 5,536 | | $ | 63,742 | | $ | (35,699 | ) |
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Comprehensive Income (Loss): | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (35,699 | ) | $ | (69,278 | ) | $ | 6,412 | | $ | 63,742 | | $ | (34,823 | ) |
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Other comprehensive loss, net of tax: | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | — | | | — | | | (7,981 | ) | | — | | | (7,981 | ) |
Unrealized gains (losses) on AFS securities and other | | | 1,990 | | | — | | | 32 | | | — | | | 2,022 | |
Recognition of previously unrealized gains on AFS securities included in net income (loss) | | | (32 | ) | | — | | | — | | | — | | | (32 | ) |
Equity in other comprehensive loss of subsidiaries, net | | | (7,063 | ) | | (7,063 | ) | | — | | | 15,932 | | | — | |
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Total other comprehensive loss, net of tax | | | (5,105 | ) | | (7,063 | ) | | (7,949 | ) | | 15,932 | | | (5,991 | ) |
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Comprehensive loss | | | (40,804 | ) | | (76,341 | ) | | (1,537 | ) | | 79,674 | | | (40,814 | ) |
Less: Comprehensive loss attributable | | | | | | | | | | | | | | | | |
to noncontrolling interests | | | — | | | — | | | (10 | ) | | — | | | (10 | ) |
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Comprehensive loss attributable to HSS | | $ | (40,804 | ) | $ | (76,341 | ) | $ | (1,527 | ) | $ | 79,674 | | $ | (40,804 | ) |
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Consolidating Statement of Operations for the Year Ended December 31, 2012 |
(In thousands) |
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| | HSS | | Guarantor Subsidiaries | | Non- | | Eliminations | | Total | |
Guarantor Subsidiaries |
Revenue: | | | | | | | | | | | | | | | | |
Services and other revenue | | $ | — | | $ | 811,158 | | $ | 148,294 | | $ | (17,648 | ) | $ | 941,804 | |
Services and other revenue—DISH Network | | | — | | | 211,281 | | | 279 | | | — | | | 211,560 | |
Equipment revenue | | | — | | | 221,595 | | | 53,812 | | | (19,771 | ) | | 255,636 | |
Equipment revenue—DISH Network | | | — | | | 23,757 | | | — | | | — | | | 23,757 | |
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Total revenue | | | — | | | 1,267,791 | | | 202,385 | | | (37,419 | ) | | 1,432,757 | |
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Costs and Expenses: | | | | | | | | | | | | | | | | |
Costs of sales—services and other | | | — | | | 395,874 | | | 101,264 | | | (17,098 | ) | | 480,040 | |
Cost of sales—equipment | | | — | | | 213,682 | | | 37,446 | | | (18,438 | ) | | 232,690 | |
Selling, general and administrative | | | | | | | | | | | | | | | | |
expenses (including DISH Network) | | | 1,263 | | | 187,852 | | | 35,754 | | | (1,883 | ) | | 222,986 | |
Research and development expenses | | | — | | | 21,264 | | | — | | | — | | | 21,264 | |
Depreciation and amortization | | | — | | | 344,190 | | | 8,177 | | | — | | | 352,367 | |
Impairment of assets | | | — | | | 22,000 | | | — | | | — | | | 22,000 | |
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Total costs and expenses | | | 1,263 | | | 1,184,862 | | | 182,641 | | | (37,419 | ) | | 1,331,347 | |
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Operating income (loss) | | | (1,263 | ) | | 82,929 | | | 19,744 | | | — | | | 101,410 | |
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Other Income (Expense): | | | | | | | | | | | | | | | | |
Interest income | | | 185,087 | | | 229 | | | 3,051 | | | (186,155 | ) | | 2,212 | |
Interest expense, net of amounts capitalized | | | (145,135 | ) | | (191,220 | ) | | (3,755 | ) | | 186,155 | | | (153,955 | ) |
Equity in earnings (losses) of subsidiaries, net | | | (36,876 | ) | | 11,981 | | | — | | | 24,895 | | | — | |
Other, net | | | 161 | | | 28,362 | | | (1,311 | ) | | — | | | 27,212 | |
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Total other income (expense), net | | | 3,237 | | | (150,648 | ) | | (2,015 | ) | | 24,895 | | | (124,531 | ) |
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Income (loss) before income taxes | | | 1,974 | | | (67,719 | ) | | 17,729 | | | 24,895 | | | (23,121 | ) |
Income tax benefit (provision), net | | | (14,165 | ) | | 31,468 | | | (6,408 | ) | | — | | | 10,895 | |
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Net income (loss) | | | (12,191 | ) | | (36,251 | ) | | 11,321 | | | 24,895 | | | (12,226 | ) |
Less: Net loss attributable to noncontrolling interests | | | — | | | — | | | (35 | ) | | — | | | (35 | ) |
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Net income (loss) attributable to HSS | | $ | (12,191 | ) | $ | (36,251 | ) | $ | 11,356 | | $ | 24,895 | | $ | (12,191 | ) |
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Comprehensive Income (Loss): | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (12,191 | ) | $ | (36,251 | ) | $ | 11,321 | | $ | 24,895 | | $ | (12,226 | ) |
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Other comprehensive loss, net of tax: | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | — | | | — | | | (3,278 | ) | | — | | | (3,278 | ) |
Unrealized gains on AFS securities and other | | | 1,195 | | | 9,775 | | | (34 | ) | | — | | | 10,936 | |
Recognition of previously unrealized gains on AFS securities included in net income (loss) | | | (161 | ) | | (13,028 | ) | | — | | | — | | | (13,189 | ) |
Equity in other comprehensive income (loss) of subsidiaries, net | | | (6,659 | ) | | (3,406 | ) | | — | | | 10,065 | | | — | |
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Total other comprehensive income (loss), net of tax | | | (5,625 | ) | | (6,659 | ) | | (3,312 | ) | | 10,065 | | | (5,531 | ) |
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Comprehensive income (loss) | | | (17,816 | ) | | (42,910 | ) | | 8,009 | | | 34,960 | | | (17,757 | ) |
Less: Comprehensive loss attributable | | | | | | | | | | | | | | | | |
to noncontrolling interests | | | — | | | — | | | 59 | | | — | | | 59 | |
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Comprehensive income (loss) attributable to HSS | | $ | (17,816 | ) | $ | (42,910 | ) | $ | 7,950 | | $ | 34,960 | | $ | (17,816 | ) |
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Consolidating Statement of Operations for the Year Ended December 31, 2011 |
(In thousands) |
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| | HSS | | Guarantor | | Non- | | Eliminations | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Revenue: | | | | | | | | | | | | | | | | |
Services and other revenue | | $ | — | | $ | 496,285 | | $ | 86,618 | | $ | (8,313 | ) | $ | 574,590 | |
Services and other revenue—DISH Network | | | — | | | 216,100 | | | — | | | — | | | 216,100 | |
Equipment revenue | | | — | | | 145,373 | | | 33,317 | | | (17,377 | ) | | 161,313 | |
Equipment revenue—DISH Network | | | — | | | 600 | | | — | | | — | | | 600 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total revenue | | | — | | | 858,358 | | | 119,935 | | | (25,690 | ) | | 952,603 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Costs and Expenses: | | | | | | | | | | | | | | | | |
Costs of sales—services and other | | | — | | | 253,057 | | | 60,186 | | | (7,591 | ) | | 305,652 | |
Cost of sales—equipment | | | — | | | 120,920 | | | 23,762 | | | (16,191 | ) | | 128,491 | |
Selling, general and administrative expenses (including DISH Network) | | | 1,427 | | | 128,734 | | | 20,133 | | | (1,908 | ) | | 148,386 | |
Research and development expenses | | | — | | | 11,668 | | | — | | | — | | | 11,668 | |
Depreciation and amortization | | | — | | | 260,633 | | | 5,418 | | | — | | | 266,051 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total costs and expenses | | | 1,427 | | | 775,012 | | | 109,499 | | | (25,690 | ) | | 860,248 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating income (loss) | | | (1,427 | ) | | 83,346 | | | 10,436 | | | — | | | 92,355 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other Income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 98,091 | | | 1,452 | | | 1,200 | | | (96,984 | ) | | 3,759 | |
Interest expense, net of amounts capitalized | | | (84,507 | ) | | (99,886 | ) | | (934 | ) | | 96,984 | | | (88,343 | ) |
Hughes Acquisition costs | | | (35,300 | ) | | — | | | — | | | — | | | (35,300 | ) |
Equity in earnings of subsidiaries | | | 3,881 | | | 6,074 | | | — | | | (9,955 | ) | | — | |
Other, net | | | 6 | | | 10,997 | | | (1,214 | ) | | — | | | 9,789 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total other expense, net | | | (17,829 | ) | | (81,363 | ) | | (948 | ) | | (9,955 | ) | | (110,095 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (19,256 | ) | | 1,983 | | | 9,488 | | | (9,955 | ) | | (17,740 | ) |
Income tax benefit (provision), net | | | 5,488 | | | 2,434 | | | (3,950 | ) | | — | | | 3,972 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | (13,768 | ) | | 4,417 | | | 5,538 | | | (9,955 | ) | | (13,768 | ) |
Less: Net income attributable to interests | | | — | | | — | | | 635 | | | — | | | 635 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) attributable to HSS | | $ | (13,768 | ) | $ | 4,417 | | $ | 4,903 | | $ | (9,955 | ) | $ | (14,403 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
Comprehensive Loss: | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (13,768 | ) | $ | 4,417 | | $ | 5,538 | | $ | (9,955 | ) | $ | (13,768 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other comprehensive loss, net of tax: | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | — | | | — | | | (11,340 | ) | | — | | | (11,340 | ) |
Unrealized holding gains (losses) on available-for-sale securities | | | (1,032 | ) | | 3,254 | | | — | | | — | | | 2,222 | |
Equity in other comprehensive loss of subsidiaries | | | (7,517 | ) | | (10,771 | ) | | — | | | 18,288 | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total other comprehensive loss, net of tax: | | | (8,549 | ) | | (7,517 | ) | | (11,340 | ) | | 18,288 | | | (9,118 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | | (22,317 | ) | | (3,100 | ) | | (5,802 | ) | | 8,333 | | | (22,886 | ) |
Less: Comprehensive loss attributable to noncontrolling interests | | | — | | | — | | | (569 | ) | | — | | | (569 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Comprehensive loss attributable to HSS | | $ | (22,317 | ) | $ | (3,100 | ) | $ | (5,233 | ) | $ | 8,333 | | $ | (22,317 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
Consolidating Statement of Cash Flows for the Year Ended December 31, 2013 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | HSS | | Guarantor Subsidiaries | | Non- | | Eliminations | | Total | |
Guarantor Subsidiaries |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (35,699 | ) | $ | (69,278 | ) | $ | 6,412 | | $ | 63,742 | | $ | (34,823 | ) |
Adjustments to reconcile net income (loss) to net cash flows from operating activities | | | 172,603 | | | 248,040 | | | (30 | ) | | (63,742 | ) | | 356,871 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash flows from operating activities | | | 136,904 | | | 178,762 | | | 6,382 | | | — | | | 322,048 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | |
Purchases of marketable investment securities | | | (125,802 | ) | | — | | | — | | | — | | | (125,802 | ) |
Sales and maturities of marketable investment securities | | | 57,399 | | | — | | | — | | | — | | | 57,399 | |
Purchases of property and equipment | | | — | | | (188,862 | ) | | (10,399 | ) | | — | | | (199,261 | ) |
Transfer of regulatory authorization to DISH Network | | | — | | | 23,148 | | | — | | | — | | | 23,148 | |
Changes in restricted cash and cash equivalents | | | 5,075 | | | 7,536 | | | 341 | | | — | | | 12,952 | |
Other, net | | | — | | | (15,143 | ) | | 91 | | | — | | | (15,052 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash flows from investing activities | | | (63,328 | ) | | (173,321 | ) | | (9,967 | ) | | — | | | (246,616 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | |
Repayment of long-term debt and capital lease obligations | | | — | | | (58,973 | ) | | (4,533 | ) | | — | | | (63,506 | ) |
Advances from affilates | | | — | | | — | | | 10,219 | | | — | | | 10,219 | |
Other | | | — | | | (751 | ) | | 3,467 | | | — | | | 2,716 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash flows from financing activities | | | — | | | (59,724 | ) | | 9,153 | | | — | | | (50,571 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Effect of exchange rates on cash and cash equivalents | | | — | | | — | | | 2,629 | | | — | | | 2,629 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 73,576 | | | (54,283 | ) | | 8,197 | | | — | | | 27,490 | |
Cash and cash equivalents, at beginning of period | | | 24,098 | | | 88,623 | | | 23,498 | | | — | | | 136,219 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents, at end of period | | $ | 97,674 | | $ | 34,340 | | $ | 31,695 | | $ | — | | $ | 163,709 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
Consolidating Statement of Cash Flows for the Year Ended December 31, 2012 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | HSS | | Guarantor Subsidiaries | | Non- | | Eliminations | | Total | |
Guarantor Subsidiaries |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (12,191 | ) | $ | (36,251 | ) | $ | 11,321 | | $ | 24,895 | | $ | (12,226 | ) |
Adjustments to reconcile net income (loss) to net cash flows from operating activities | | | (234,920 | ) | | 563,217 | | | 1,405 | | | (24,895 | ) | | 304,807 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash flows from operating activities | | | (247,111 | ) | | 526,966 | | | 12,726 | | | — | | | 292,581 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | |
Purchases of marketable investment securities | | | (92,727 | ) | | — | | | — | | | — | | | (92,727 | ) |
Sales and maturities of marketable investment securities | | | 301,231 | | | 16,200 | | | — | | | — | | | 317,431 | |
Purchases of property and equipment | | | — | | | (404,121 | ) | | (7,099 | ) | | — | | | (411,220 | ) |
Acquisition of Hughes Communications, net | | | — | | | (26,000 | ) | | (72,477 | ) | | — | | | (98,477 | ) |
Changes in restricted cash and cash equivalents | | | (7,669 | ) | | 2,829 | | | 314 | | | — | | | (4,526 | ) |
Other, net | | | — | | | (12,772 | ) | | — | | | — | | | (12,772 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash flows from investing activities | | | 200,835 | | | (423,864 | ) | | (79,262 | ) | | — | | | (302,291 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | |
Repayment of long-term debt and capital lease obligations | | | — | | | (54,576 | ) | | (1,949 | ) | | — | | | (56,525 | ) |
Debt issuance costs | | | (229 | ) | | — | | | — | | | — | | | (229 | ) |
Proceeds from issuance of long-term debt | | | — | | | 7 | | | 1,634 | | | — | | | 1,641 | |
Advances from affiliates | | | — | | | — | | | 72,538 | | | — | | | 72,538 | |
Other | | | — | | | (764 | ) | | — | | | — | | | (764 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash flows from financing activities | | | (229 | ) | | (55,333 | ) | | 72,223 | | | — | | | 16,661 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Effect of exchange rates on cash and cash equivalents | | | — | | | — | | | 4,265 | | | — | | | 4,265 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (46,505 | ) | | 47,769 | | | 9,952 | | | — | | | 11,216 | |
Cash and cash equivalents, at beginning of period | | | 70,603 | | | 40,854 | | | 13,546 | | | — | | | 125,003 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents, at end of period | | $ | 24,098 | | $ | 88,623 | | $ | 23,498 | | $ | — | | $ | 136,219 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
|
Consolidating Statement of Cash Flows for the Year Ended December 31, 2011 |
(In thousands) |
|
| | | | | | | | | | | | | | | | |
| | HSS | | Guarantor | | Non- | | Eliminations | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
Cash Flows From Operating Activities: | | | | | | | | | | | | | | | | |
Net income (loss) | | | (13,768 | ) | | 4,417 | | | 5,538 | | | (9,955 | ) | | (13,768 | ) |
Adjustments to reconcile net income (loss) to net cash flows from operating activities | | | (55,872 | ) | | 270,453 | | | 18,061 | | | 9,955 | | | 242,597 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash flows from operating activities | | | (69,640 | ) | | 274,870 | | | 23,599 | | | — | | | 228,829 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash Flows From Investing Activities: | | | | | | | | | | | | | | | | |
Purchases of marketable investment securities | | | (304,863 | ) | | — | | | — | | | — | | | (304,863 | ) |
Sales of marketable investment securities | | | 510,291 | | | — | | | — | | | — | | | 510,291 | |
Purchases of property and equipment | | | — | | | (271,716 | ) | | (4,056 | ) | | — | | | (275,772 | ) |
Acquisition of Hughes Communications, net | | | — | | | (2,075,713 | ) | | — | | | — | | | (2,075,713 | ) |
Intercompany note relating to Hughes Acquisition | | | (2,174,614 | ) | | — | | | — | | | 2,174,614 | | | — | |
Change in restricted cash and cash equivalents | | | 826 | | | (1,290 | ) | | (1,265 | ) | | — | | | (1,729 | ) |
Other, net | | | — | | | (5,286 | ) | | — | | | — | | | (5,286 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash flows from investing activities | | | (1,968,360 | ) | | (2,354,005 | ) | | (5,321 | ) | | 2,174,614 | | | (2,153,072 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | | | | |
Proceeds from issuance of long-term debt | | | 2,000,000 | | | — | | | — | | | — | | | 2,000,000 | |
Intercompany note relating to Hughes Acquisition | | | — | | | 2,174,614 | | | — | | | (2,174,614 | ) | | — | |
Repayment of long-term debt and capital lease obligations | | | — | | | (53,917 | ) | | (4,162 | ) | | — | | | (58,079 | ) |
Debt issuance costs | | | (57,825 | ) | | — | | | — | | | — | | | (57,825 | ) |
Contributions from parent | | | 166,379 | | | — | | | — | | | — | | | 166,379 | |
Other | | | 49 | | | (708 | ) | | 951 | | | — | | | 292 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash flows from financing activities | | | 2,108,603 | | | 2,119,989 | | | (3,211 | ) | | (2,174,614 | ) | | 2,050,767 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Effect of exchange rates on cash and cash equivalents | | | — | | | — | | | (1,627 | ) | | — | | | (1,627 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net increase in cash and cash equivalents | | | 70,603 | | | 40,854 | | | 13,440 | | | — | | | 124,897 | |
Cash and cash equivalents, at beginning of period | | | — | | | — | | | 106 | | | — | | | 106 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents, at end of period | | | 70,603 | | | 40,854 | | | 13,546 | | | — | | | 125,003 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |