Condensed Income Statement | Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended September 30, 2017 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - DISH Network $ — $ 107,765 $ 499 $ — $ 108,264 Services and other revenue - other — 273,821 47,333 (10,181 ) 310,973 Equipment revenue - DISH Network — 126 — — 126 Equipment revenue - other — 59,519 6,242 (6,762 ) 58,999 Total revenue — 441,231 54,074 (16,943 ) 478,362 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 111,662 35,625 (9,624 ) 137,663 Cost of sales - equipment (exclusive of depreciation and amortization) — 54,137 4,623 (6,709 ) 52,051 Selling, general and administrative expenses — 72,492 11,630 (610 ) 83,512 Research and development expenses — 8,302 — — 8,302 Depreciation and amortization — 117,702 10,213 — 127,915 Total costs and expenses — 364,295 62,091 (16,943 ) 409,443 Operating income — 76,936 (8,017 ) — 68,919 Other Income (Expense): Interest income 7,667 200 653 (199 ) 8,321 Interest expense, net of amounts capitalized (57,372 ) (4,282 ) 672 199 (60,783 ) Equity in earnings of unconsolidated affiliate — 1,948 — — 1,948 Equity in earnings (losses) of subsidiaries, net 42,830 (2,705 ) — (40,125 ) — Other, net — (85 ) 1,889 — 1,804 Total other income (expense), net (6,875 ) (4,924 ) 3,214 (40,125 ) (48,710 ) Income (loss) before income taxes (6,875 ) 72,012 (4,803 ) (40,125 ) 20,209 Income tax benefit (provision) 17,826 (29,092 ) 2,540 — (8,726 ) Net income (loss) 10,951 42,920 (2,263 ) (40,125 ) 11,483 Less: Net income attributable to noncontrolling interests — — 532 — 532 Net income (loss) attributable to HSS $ 10,951 $ 42,920 $ (2,795 ) $ (40,125 ) $ 10,951 Comprehensive Income (Loss): Net income (loss) $ 10,951 $ 42,920 $ (2,263 ) $ (40,125 ) $ 11,483 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 8,571 — 8,571 Unrealized gains (losses) on available-for-sale securities and other (20 ) 24 (70 ) — (66 ) Equity in other comprehensive income (loss) of subsidiaries, net 8,525 8,501 — (17,026 ) — Total other comprehensive income (loss), net of tax 8,505 8,525 8,501 (17,026 ) 8,505 Comprehensive income (loss) 19,456 51,445 6,238 (57,151 ) 19,988 Less: Comprehensive income attributable to noncontrolling interests — — 532 — 532 Comprehensive income (loss) attributable to HSS $ 19,456 $ 51,445 $ 5,706 $ (57,151 ) $ 19,456 For the Three Months Ended September 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - DISH Network $ — $ 111,750 $ — $ — $ 111,750 Services and other revenue - other — 249,571 32,945 (5,639 ) 276,877 Equipment revenue - DISH Network — 2,138 — — 2,138 Equipment revenue - other — 83,843 5,471 (22,813 ) 66,501 Total revenue — 447,302 38,416 (28,452 ) 457,266 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 111,241 24,832 (5,486 ) 130,587 Cost of sales - equipment (exclusive of depreciation and amortization) — 71,728 4,039 (22,166 ) 53,601 Selling, general and administrative expenses — 59,574 9,100 (800 ) 67,874 Research and development expenses — 9,030 — — 9,030 Depreciation and amortization — 100,375 4,399 — 104,774 Total costs and expenses — 351,948 42,370 (28,452 ) 365,866 Operating income — 95,354 (3,954 ) — 91,400 Other Income (Expense): Interest income 3,502 9 495 — 4,006 Interest expense, net of amounts capitalized (50,766 ) (3,491 ) 721 — (53,536 ) Gains on marketable investment securities, net 5 — — — 5 Equity in earnings of unconsolidated affiliate — 2,654 — — 2,654 Equity in earnings (losses) of subsidiaries, net 57,324 (1,801 ) — (55,523 ) — Other, net (1 ) (40 ) 17 — (24 ) Total other income (expense), net 10,064 (2,669 ) 1,233 (55,523 ) (46,895 ) Income (loss) before income taxes 10,064 92,685 (2,721 ) (55,523 ) 44,505 Income tax benefit (provision) 17,501 (35,257 ) 1,340 — (16,416 ) Net income (loss) 27,565 57,428 (1,381 ) (55,523 ) 28,089 Less: Net income attributable to noncontrolling interests — — 524 — 524 Net income (loss) attributable to HSS $ 27,565 $ 57,428 $ (1,905 ) $ (55,523 ) $ 27,565 Comprehensive Income (Loss): Net income (loss) $ 27,565 $ 57,428 $ (1,381 ) $ (55,523 ) $ 28,089 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 1,255 — 1,255 Unrealized gains (losses) on available-for-sale securities and other (38 ) 804 (16 ) — 750 Recognition of realized gains on available-for-sale securities in net income (loss) (4 ) — — — (4 ) Equity in other comprehensive income (loss) of subsidiaries, net 2,043 1,239 — (3,282 ) — Total other comprehensive income (loss), net of tax 2,001 2,043 1,239 (3,282 ) 2,001 Comprehensive income (loss) 29,566 59,471 (142 ) (58,805 ) 30,090 Less: Comprehensive income attributable to noncontrolling interests — — 524 — 524 Comprehensive income (loss) attributable to HSS $ 29,566 $ 59,471 $ (666 ) $ (58,805 ) $ 29,566 |
Supplemental Guarantor an Non-Guarantor Financial Information | Supplemental Guarantor and Non-Guarantor Financial Information Certain of our wholly-owned subsidiaries (together, the “Guarantor Subsidiaries”) have fully and unconditionally guaranteed, on a joint and several basis, the obligations of our 2019 Senior Secured Notes and 2021 Senior Unsecured Notes, which were issued on June 1, 2011, and our 2026 Notes, which were issued on July 27, 2016. See Note 9 for further information on the 2019 Senior Secured Notes, the 2021 Senior Unsecured Notes and the 2026 Notes. 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 HSS, the Guarantor Subsidiaries on a combined basis and the non-guarantor subsidiaries of HSS on a combined basis and the eliminations necessary to arrive at the corresponding information of HSS on a consolidated basis. The indentures governing the 2019 Senior Secured Notes, the 2021 Senior Unsecured Notes and the 2026 Notes contain restrictive covenants that, among other things, impose limitations on our ability and the ability of certain of our 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, enter into transactions with affiliates or allow to exist certain restrictions on the ability of certain of our subsidiaries to pay dividends, make distributions, make other payments, or transfer assets to us. September 30, 2017 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Assets Cash and cash equivalents $ 2,016,026 $ 32,178 $ 27,704 $ — $ 2,075,908 Marketable investment securities, at fair value 194,260 1,646 — — 195,906 Trade accounts receivable, net — 138,268 54,119 — 192,387 Trade accounts receivable - DISH Network, net — 45,626 342 — 45,968 Inventory — 66,569 24,663 — 91,232 Advances to affiliates, net 102,149 45,927 4,907 (50,409 ) 102,574 Other current assets 103 17,652 31,177 (46 ) 48,886 Total current assets 2,312,538 347,866 142,912 (50,455 ) 2,752,861 Restricted cash and cash equivalents 12,379 — 775 — 13,154 Property and equipment, net — 2,559,974 293,817 — 2,853,791 Regulatory authorizations, net — 471,658 — — 471,658 Goodwill — 504,173 — — 504,173 Other intangible assets, net — 62,240 — — 62,240 Investments in unconsolidated entities — 32,858 — — 32,858 Investment in subsidiaries 2,980,162 217,543 — (3,197,705 ) — Advances to affiliates 700 74,701 — (75,401 ) — Deferred tax asset 147,283 — 18,716 (147,283 ) 18,716 Other noncurrent assets, net — 173,262 12,709 — 185,971 Total assets $ 5,453,062 $ 4,444,275 $ 468,929 $ (3,470,844 ) $ 6,895,422 Liabilities and Shareholders’ Equity (Deficit) Trade accounts payable $ — $ 95,446 $ 22,169 $ — $ 117,615 Trade accounts payable - DISH Network — 5,470 — — 5,470 Current portion of long-term debt and capital lease obligations — 34,923 3,484 — 38,407 Advances from affiliates, net — 4,532 46,204 (50,409 ) 327 Accrued expenses and other 54,622 140,345 46,532 (46 ) 241,453 Total current liabilities 54,622 280,716 118,389 (50,455 ) 403,272 Long-term debt and capital lease obligations, net of unamortized debt issuance costs 3,363,244 236,337 6,134 — 3,605,715 Deferred tax liabilities, net — 840,194 144 (147,283 ) 693,055 Advances from affiliates — — 108,876 (75,401 ) 33,475 Other non-current liabilities — 107,608 3,265 — 110,873 Total HSS shareholders’ equity (deficit) 2,035,196 2,979,420 218,285 (3,197,705 ) 2,035,196 Noncontrolling interests — — 13,836 — 13,836 Total liabilities and shareholders’ equity (deficit) $ 5,453,062 $ 4,444,275 $ 468,929 $ (3,470,844 ) $ 6,895,422 December 31, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Assets Cash and cash equivalents $ 1,991,949 $ 53,905 $ 25,110 $ — $ 2,070,964 Marketable investment securities, at fair value 177,614 10,309 — — 187,923 Trade accounts receivable, net — 138,861 43,651 — 182,512 Trade accounts receivable - DISH Network, net — 19,323 — — 19,323 Inventory — 45,623 17,015 — 62,638 Advances to affiliates, net 10 999,340 4,968 (893,866 ) 110,452 Other current assets 48 19,183 27,083 — 46,314 Total current assets 2,169,621 1,286,544 117,827 (893,866 ) 2,680,126 Restricted cash and cash equivalents 11,097 — 723 — 11,820 Property and equipment, net — 2,061,831 232,895 — 2,294,726 Regulatory authorizations, net — 471,658 — — 471,658 Goodwill — 504,173 — — 504,173 Other intangible assets, net — 80,734 — — 80,734 Investments in unconsolidated entities — 42,560 — — 42,560 Investment in subsidiaries 3,721,688 314,643 — (4,036,331 ) — Advances to affiliates 700 60,761 — (61,461 ) — Deferred tax asset 92,727 — 9,150 (92,727 ) 9,150 Other noncurrent assets, net — 142,091 144,496 — 286,587 Total assets $ 5,995,833 $ 4,964,995 $ 505,091 $ (5,084,385 ) $ 6,381,534 Liabilities and Shareholders’ Equity (Deficit) Trade accounts payable $ — $ 94,089 $ 12,321 $ — $ 106,410 Trade accounts payable - DISH Network — 6 — — 6 Current portion of long-term debt and capital lease obligations — 32,177 807 — 32,984 Advances from affiliates, net 850,807 12,228 31,429 (893,866 ) 598 Accrued expenses and other 44,654 136,921 38,738 — 220,313 Total current liabilities 895,461 275,421 83,295 (893,866 ) 360,311 Long-term debt and capital lease obligations, net of unamortized debt issuance costs 3,358,179 262,883 1,401 — 3,622,463 Deferred tax liabilities, net — 621,061 128 (92,727 ) 528,462 Advances from affiliates — — 93,429 (61,461 ) 31,968 Other non-current liabilities — 80,532 2,775 — 83,307 Total HSS shareholders’ equity (deficit) 1,742,193 3,725,098 311,233 (4,036,331 ) 1,742,193 Noncontrolling interests — — 12,830 — 12,830 Total liabilities and shareholders’ equity (deficit) $ 5,995,833 $ 4,964,995 $ 505,091 $ (5,084,385 ) $ 6,381,534 For the Three Months Ended September 30, 2017 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - DISH Network $ — $ 107,765 $ 499 $ — $ 108,264 Services and other revenue - other — 273,821 47,333 (10,181 ) 310,973 Equipment revenue - DISH Network — 126 — — 126 Equipment revenue - other — 59,519 6,242 (6,762 ) 58,999 Total revenue — 441,231 54,074 (16,943 ) 478,362 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 111,662 35,625 (9,624 ) 137,663 Cost of sales - equipment (exclusive of depreciation and amortization) — 54,137 4,623 (6,709 ) 52,051 Selling, general and administrative expenses — 72,492 11,630 (610 ) 83,512 Research and development expenses — 8,302 — — 8,302 Depreciation and amortization — 117,702 10,213 — 127,915 Total costs and expenses — 364,295 62,091 (16,943 ) 409,443 Operating income — 76,936 (8,017 ) — 68,919 Other Income (Expense): Interest income 7,667 200 653 (199 ) 8,321 Interest expense, net of amounts capitalized (57,372 ) (4,282 ) 672 199 (60,783 ) Equity in earnings of unconsolidated affiliate — 1,948 — — 1,948 Equity in earnings (losses) of subsidiaries, net 42,830 (2,705 ) — (40,125 ) — Other, net — (85 ) 1,889 — 1,804 Total other income (expense), net (6,875 ) (4,924 ) 3,214 (40,125 ) (48,710 ) Income (loss) before income taxes (6,875 ) 72,012 (4,803 ) (40,125 ) 20,209 Income tax benefit (provision) 17,826 (29,092 ) 2,540 — (8,726 ) Net income (loss) 10,951 42,920 (2,263 ) (40,125 ) 11,483 Less: Net income attributable to noncontrolling interests — — 532 — 532 Net income (loss) attributable to HSS $ 10,951 $ 42,920 $ (2,795 ) $ (40,125 ) $ 10,951 Comprehensive Income (Loss): Net income (loss) $ 10,951 $ 42,920 $ (2,263 ) $ (40,125 ) $ 11,483 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 8,571 — 8,571 Unrealized gains (losses) on available-for-sale securities and other (20 ) 24 (70 ) — (66 ) Equity in other comprehensive income (loss) of subsidiaries, net 8,525 8,501 — (17,026 ) — Total other comprehensive income (loss), net of tax 8,505 8,525 8,501 (17,026 ) 8,505 Comprehensive income (loss) 19,456 51,445 6,238 (57,151 ) 19,988 Less: Comprehensive income attributable to noncontrolling interests — — 532 — 532 Comprehensive income (loss) attributable to HSS $ 19,456 $ 51,445 $ 5,706 $ (57,151 ) $ 19,456 For the Three Months Ended September 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - DISH Network $ — $ 111,750 $ — $ — $ 111,750 Services and other revenue - other — 249,571 32,945 (5,639 ) 276,877 Equipment revenue - DISH Network — 2,138 — — 2,138 Equipment revenue - other — 83,843 5,471 (22,813 ) 66,501 Total revenue — 447,302 38,416 (28,452 ) 457,266 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 111,241 24,832 (5,486 ) 130,587 Cost of sales - equipment (exclusive of depreciation and amortization) — 71,728 4,039 (22,166 ) 53,601 Selling, general and administrative expenses — 59,574 9,100 (800 ) 67,874 Research and development expenses — 9,030 — — 9,030 Depreciation and amortization — 100,375 4,399 — 104,774 Total costs and expenses — 351,948 42,370 (28,452 ) 365,866 Operating income — 95,354 (3,954 ) — 91,400 Other Income (Expense): Interest income 3,502 9 495 — 4,006 Interest expense, net of amounts capitalized (50,766 ) (3,491 ) 721 — (53,536 ) Gains on marketable investment securities, net 5 — — — 5 Equity in earnings of unconsolidated affiliate — 2,654 — — 2,654 Equity in earnings (losses) of subsidiaries, net 57,324 (1,801 ) — (55,523 ) — Other, net (1 ) (40 ) 17 — (24 ) Total other income (expense), net 10,064 (2,669 ) 1,233 (55,523 ) (46,895 ) Income (loss) before income taxes 10,064 92,685 (2,721 ) (55,523 ) 44,505 Income tax benefit (provision) 17,501 (35,257 ) 1,340 — (16,416 ) Net income (loss) 27,565 57,428 (1,381 ) (55,523 ) 28,089 Less: Net income attributable to noncontrolling interests — — 524 — 524 Net income (loss) attributable to HSS $ 27,565 $ 57,428 $ (1,905 ) $ (55,523 ) $ 27,565 Comprehensive Income (Loss): Net income (loss) $ 27,565 $ 57,428 $ (1,381 ) $ (55,523 ) $ 28,089 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 1,255 — 1,255 Unrealized gains (losses) on available-for-sale securities and other (38 ) 804 (16 ) — 750 Recognition of realized gains on available-for-sale securities in net income (loss) (4 ) — — — (4 ) Equity in other comprehensive income (loss) of subsidiaries, net 2,043 1,239 — (3,282 ) — Total other comprehensive income (loss), net of tax 2,001 2,043 1,239 (3,282 ) 2,001 Comprehensive income (loss) 29,566 59,471 (142 ) (58,805 ) 30,090 Less: Comprehensive income attributable to noncontrolling interests — — 524 — 524 Comprehensive income (loss) attributable to HSS $ 29,566 $ 59,471 $ (666 ) $ (58,805 ) $ 29,566 For the Nine Months Ended September 30, 2017 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities: Net income (loss) $ 20,206 $ 118,095 $ (12,666 ) $ (104,423 ) $ 21,212 Adjustments to reconcile net income (loss) to net cash flows from operating activities 66,702 160,917 16,592 104,423 348,634 Net cash flows from operating activities 86,908 279,012 3,926 — 369,846 Cash Flows from Investing Activities: Purchases of marketable investment securities (170,158 ) — — — (170,158 ) Sales and maturities of marketable investment securities 152,423 — — — 152,423 Expenditures for property and equipment — (243,409 ) (48,566 ) — (291,975 ) Changes in restricted cash and cash equivalents (1,282 ) — (52 ) — (1,334 ) Investment in subsidiary (44,000 ) (47,500 ) — 91,500 — Expenditures for externally marketed software — (25,447 ) — — (25,447 ) Net cash flows from investing activities (63,017 ) (316,356 ) (48,618 ) 91,500 (336,491 ) Cash Flows from Financing Activities: Payments of debt issuance costs (414 ) — — — (414 ) Proceeds from capital contribution from parent — 44,000 47,500 (91,500 ) — Repayment of debt and capital lease obligations — (23,800 ) (1,987 ) — (25,787 ) Advances from affiliates — — (36 ) — (36 ) Other, net 600 (4,583 ) 886 — (3,097 ) Net cash flows from financing activities 186 15,617 46,363 (91,500 ) (29,334 ) Effect of exchange rates on cash and cash equivalents — — 923 — 923 Net increase (decrease) in cash and cash equivalents 24,077 (21,727 ) 2,594 — 4,944 Cash and cash equivalents, at beginning of period 1,991,949 53,905 25,110 — 2,070,964 Cash and cash equivalents, at end of period $ 2,016,026 $ 32,178 $ 27,704 $ — $ 2,075,908 For the Nine Months Ended September 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities: Net income (loss) $ 99,172 $ 164,874 $ (963 ) $ (162,965 ) $ 100,118 Adjustments to reconcile net income (loss) to net cash flows from operating activities 63,754 96,870 23,109 162,965 346,698 Net cash flows from operating activities 162,926 261,744 22,146 — 446,816 Cash Flows from Investing Activities: Purchases of marketable investment securities (396,730 ) — — — (396,730 ) Sales and maturities of marketable investment securities 265,680 — — — 265,680 Expenditures for property and equipment — (235,462 ) (76,541 ) — (312,003 ) Expenditures for externally marketed software — (17,991 ) — — (17,991 ) Changes in restricted cash and cash equivalents 203 7,500 (89 ) — 7,614 Investment in unconsolidated entity — (1,636 ) — — (1,636 ) Investment in subsidiary (58,647 ) (58,672 ) — 117,319 — Payment for EchoStar XXI launch services — — (11,875 ) — (11,875 ) Other, net — 340 — (340 ) — Net cash flows from investing activities (189,494 ) (305,921 ) (88,505 ) 116,979 (466,941 ) Cash Flows from Financing Activities: Proceeds from issuance of long-term debt 1,500,000 — — — 1,500,000 Payments of debt issuance costs (6,275 ) — — — (6,275 ) Proceeds from capital contributions from parent — 58,647 58,672 (117,319 ) — Capital contribution from EchoStar 11,875 — — — 11,875 Repayment of debt and capital lease obligations — (21,321 ) (2,731 ) — (24,052 ) Advances from affiliates — — 5,481 — 5,481 Other, net 9 (4,304 ) 988 340 (2,967 ) Net cash flows from financing activities 1,505,609 33,022 62,410 (116,979 ) 1,484,062 Effect of exchange rates on cash and cash equivalents — — 660 — 660 Net increase (decrease) in cash and cash equivalents 1,479,041 (11,155 ) (3,289 ) — 1,464,597 Cash and cash equivalents, at beginning of period 300,634 55,767 26,589 — 382,990 Cash and cash equivalents, at end of period $ 1,779,675 $ 44,612 $ 23,300 $ — $ 1,847,587 |