Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 333-179121 | |
Entity Registrant Name | Hughes Satellite Systems Corporation | |
Entity Incorporation, State or Country Code | CO | |
Entity Tax Identification Number | 45-0897865 | |
Entity Address, Address Line One | 100 Inverness Terrace East, | |
Entity Address, City or Town | Englewood, | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112-5308 | |
City Area Code | (303) | |
Local Phone Number | 706-4000 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,078 | |
Entity Central Index Key | 0001533758 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 925,246 | $ 653,132 |
Marketable investment securities | 694,582 | 799,769 |
Trade accounts receivable and contract assets, net | 235,402 | 236,336 |
Other current assets, net | 303,972 | 275,202 |
Total current assets | 2,159,202 | 1,964,439 |
Non-current assets: | ||
Property and equipment, net | 1,267,404 | 1,376,004 |
Operating lease right-of-use assets | 142,973 | 150,632 |
Goodwill | 532,710 | 532,491 |
Regulatory authorizations, net | 408,148 | 408,619 |
Other intangible assets, net | 13,975 | 15,698 |
Other investments, net | 45,048 | 83,523 |
Other non-current assets, net | 295,833 | 285,877 |
Total non-current assets | 2,706,091 | 2,852,844 |
Total assets | 4,865,293 | 4,817,283 |
Current liabilities: | ||
Trade accounts payable | 79,434 | 98,229 |
Contract liabilities | 122,288 | 121,739 |
Accrued expenses and other current liabilities | 397,541 | 393,899 |
Total current liabilities | 599,263 | 613,867 |
Non-current liabilities: | ||
Long-term debt, net | 1,497,396 | 1,496,777 |
Deferred tax liabilities, net | 301,020 | 289,757 |
Operating lease liabilities | 127,114 | 135,122 |
Other non-current liabilities | 126,925 | 133,897 |
Total non-current liabilities | 2,052,455 | 2,055,553 |
Total liabilities | 2,651,718 | 2,669,420 |
Commitments and Contingencies (Note 13) | ||
Shareholder's equity: | ||
Preferred stock, $0.001 par value,1,000,000 shares authorized, none issued and outstanding at both September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.01 par value, 1,000,000 shares authorized, 1,078 shares issued and outstanding at both September 30, 2023 and December 31, 2022 | 0 | 0 |
Additional paid-in capital | 1,483,032 | 1,479,857 |
Accumulated other comprehensive income (loss) | (161,810) | (170,184) |
Accumulated earnings (losses) | 799,963 | 741,754 |
Total Hughes Satellite Systems Corporation shareholder's equity | 2,121,185 | 2,051,427 |
Non-controlling interests | 92,390 | 96,436 |
Total shareholder's equity | 2,213,575 | 2,147,863 |
Total liabilities and shareholder's equity | $ 4,865,293 | $ 4,817,283 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Shareholder's equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Common stock, shares issued (in shares) | 1,078 | 1,078 |
Common stock, shares outstanding (in shares) | 1,078 | 1,078 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 411,205 | $ 499,166 | $ 1,300,067 | $ 1,503,907 |
Costs and expenses: | ||||
Selling, general and administrative expenses | 97,614 | 105,518 | 304,166 | 323,961 |
Research and development expenses | 6,464 | 9,181 | 21,560 | 25,562 |
Depreciation and amortization | 96,630 | 103,648 | 292,204 | 327,190 |
Total costs and expenses | 375,623 | 435,994 | 1,165,576 | 1,315,483 |
Operating income (loss) | 35,582 | 63,172 | 134,491 | 188,424 |
Other income (expense): | ||||
Interest income, net | 22,807 | 8,881 | 60,911 | 15,440 |
Interest expense, net of amounts capitalized | (22,037) | (22,787) | (66,770) | (69,261) |
Gains (losses) on investments, net | 22 | 0 | 252 | 214 |
Equity in earnings (losses) of unconsolidated affiliates, net | (1,978) | (1,426) | (3,075) | (4,441) |
Other-than-temporary impairment losses on equity method investments | 0 | 0 | (33,400) | 0 |
Foreign currency transaction gains (losses), net | (1,521) | (2,087) | 4,792 | 1,690 |
Other, net | (13) | (256) | (1,232) | (684) |
Total other income (expense), net | (2,720) | (17,675) | (38,522) | (57,042) |
Income (loss) before income taxes | 32,862 | 45,497 | 95,969 | 131,382 |
Income tax benefit (provision), net | (10,546) | (15,695) | (43,765) | (45,667) |
Net income (loss) | 22,316 | 29,802 | 52,204 | 85,715 |
Less: Net loss (income) attributable to non-controlling interests | 2,712 | 2,854 | 6,005 | 8,736 |
Net income (loss) attributable to HSSC | 25,028 | 32,656 | 58,209 | 94,451 |
Services and other revenue | ||||
Revenue: | ||||
Total revenue | 357,501 | 403,162 | 1,102,689 | 1,240,566 |
Costs and expenses: | ||||
Cost of sales | 131,790 | 143,319 | 396,685 | 425,289 |
Equipment revenue | ||||
Revenue: | ||||
Total revenue | 53,704 | 96,004 | 197,378 | 263,341 |
Costs and expenses: | ||||
Cost of sales | $ 43,125 | $ 74,328 | $ 150,961 | $ 213,481 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 22,316 | $ 29,802 | $ 52,204 | $ 85,715 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (12,163) | (16,452) | 10,387 | (8,909) |
Unrealized gains (losses) on available-for-sale securities | (83) | 327 | (304) | (189) |
Amounts reclassified to net income (loss): | ||||
Realized losses (gains) on available-for-sale debt securities | 21 | 0 | 250 | 3 |
Total other comprehensive income (loss), net of tax | (12,225) | (16,125) | 10,333 | (9,095) |
Comprehensive income (loss) | 10,091 | 13,677 | 62,537 | 76,620 |
Less: Comprehensive loss (income) attributable to non-controlling interests | 4,615 | 5,108 | 4,046 | 8,427 |
Comprehensive income (loss) attributable to HSSC | $ 14,706 | $ 18,785 | $ 66,583 | $ 85,047 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Losses) | Non-controlling Interests |
Beginning balance at Dec. 31, 2021 | $ 2,068,989 | $ 1,489,776 | $ (173,381) | $ 692,341 | $ 60,253 |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 3,171 | 3,171 | |||
Issuance of equity and contribution of assets pursuant to the India JV formation | 30,303 | (14,090) | 44,393 | ||
Dividend paid to EchoStar | (100,000) | (100,000) | |||
Other comprehensive income (loss) | (9,095) | (9,404) | 309 | ||
Net income (loss) | 85,715 | 94,451 | (8,736) | ||
Ending balance at Sep. 30, 2022 | 2,079,083 | 1,478,857 | (182,785) | 686,792 | 96,219 |
Beginning balance at Jun. 30, 2022 | 2,064,153 | 1,477,604 | (168,914) | 654,136 | 101,327 |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 1,253 | 1,253 | |||
Other comprehensive income (loss) | (16,125) | (13,871) | (2,254) | ||
Net income (loss) | 29,802 | 32,656 | (2,854) | ||
Ending balance at Sep. 30, 2022 | 2,079,083 | 1,478,857 | (182,785) | 686,792 | 96,219 |
Beginning balance at Dec. 31, 2022 | 2,147,863 | 1,479,857 | (170,184) | 741,754 | 96,436 |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 3,175 | 3,175 | |||
Other comprehensive income (loss) | 10,333 | 8,374 | 1,959 | ||
Net income (loss) | 52,204 | 58,209 | (6,005) | ||
Ending balance at Sep. 30, 2023 | 2,213,575 | 1,483,032 | (161,810) | 799,963 | 92,390 |
Beginning balance at Jun. 30, 2023 | 2,202,448 | 1,481,996 | (151,488) | 774,935 | 97,005 |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 1,036 | 1,036 | |||
Other comprehensive income (loss) | (12,225) | (10,322) | (1,903) | ||
Net income (loss) | 22,316 | 25,028 | (2,712) | ||
Ending balance at Sep. 30, 2023 | $ 2,213,575 | $ 1,483,032 | $ (161,810) | $ 799,963 | $ 92,390 |
CONSOLIDATED STATEMENTS OF CASH
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) | $ 52,204 | $ 85,715 |
Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities: | ||
Depreciation and amortization | 292,204 | 327,190 |
Losses (gains) on investments, net | (252) | (214) |
Equity in losses (earnings) of unconsolidated affiliates, net | 3,075 | 4,441 |
Foreign currency transaction losses (gains), net | (4,792) | (1,690) |
Deferred tax provision (benefit), net | 11,036 | 21,020 |
Stock-based compensation | 3,175 | 3,171 |
Amortization of debt issuance costs | 619 | 582 |
(Accretion of discounts) and amortization of premiums on debt investments | (20,010) | 72 |
Other-than-temporary impairment losses on equity method investments | 33,400 | 0 |
Other, net | 2,430 | 27,575 |
Changes in assets and liabilities, net: | ||
Trade accounts receivable and contract assets, net | 2,821 | (63,508) |
Other current assets, net | (30,638) | 12,348 |
Trade accounts payable | (21,338) | (7,083) |
Contract liabilities | 549 | (13,759) |
Accrued expenses and other current liabilities | 4,516 | (30,115) |
Non-current assets and non-current liabilities, net | (18,964) | (19,857) |
Net cash provided by (used for) operating activities | 310,035 | 345,888 |
Cash flows from investing activities: | ||
Purchases of marketable investment securities | (964,388) | (506,329) |
Sales and maturities of marketable investment securities | 1,092,773 | 866,353 |
Expenditures for property and equipment | (142,319) | (176,665) |
Purchase of regulatory authorizations | (22,373) | (16,926) |
India JV formation | 0 | (7,892) |
Dividend received from unconsolidated affiliate | 0 | 2,000 |
Net cash provided by (used for) investing activities | (36,307) | 160,541 |
Cash flows from financing activities: | ||
Payment of in-orbit incentive obligations | (3,144) | (2,422) |
Contribution by non-controlling interest holder | 0 | (114) |
Dividend paid to EchoStar | 0 | (100,000) |
Net cash provided by (used for) financing activities | (3,144) | (102,536) |
Effect of exchange rates on cash and cash equivalents | 1,524 | (3,007) |
Net increase (decrease) in cash and cash equivalents | 272,108 | 400,886 |
Cash and cash equivalents, including restricted amounts, beginning of period | 654,473 | 430,148 |
Cash and cash equivalents, including restricted amounts, end of period | $ 926,581 | $ 831,034 |
ORGANIZATION AND BUSINESS ACTIV
ORGANIZATION AND BUSINESS ACTIVITIES | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS ACTIVITIES | ORGANIZATION AND BUSINESS ACTIVITIES Principal Business Hughes Satellite Systems Corporation (which, together with its subsidiaries, is referred to as “HSSC,” the “Company,” “we,” “us” and “our”) is a holding company and a subsidiary of EchoStar Corporation (“EchoStar” and “parent”). We are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere. We provide internet services to consumer customers, which include home and small to medium-sized businesses, and satellite and multi-transport technologies and managed network services to enterprise customers, telecommunications providers, aeronautical service providers and government entities, including the U.S. Department of Defense. We operate in the following two business segments: • Hughes segment — which provides broadband satellite technologies and broadband internet products and services to consumer customers. We provide broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers. We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers. • EchoStar Satellite Services segment (“ESS segment”) — which provides satellite services on a full-time and/or occasional-use basis to U.S. government service providers, internet service providers, broadcast news organizations, content providers and private enterprise customers. We operate our ESS business using primarily the EchoStar IX satellite and the EchoStar 105/SES-11 satellite and related infrastructure. Revenue in our ESS segment depends largely on our ability to make continuous use of our available satellite capacity on behalf of existing customers and our ability to enter into commercial relationships with new customers. During the first quarter of 2023, we transitioned the EchoStar IX satellite into inclined operations to extend its usable life for our customers. With this inclined mode of operation, we are expecting to extend the life of the spacecraft into 2024 without diminishing its capacity. Our operations include various corporate functions (primarily Executive, Treasury, Strategic Development, Human Resources, Information Technology, Finance, Accounting, Real Estate and Legal) and other activities. Operating expenses include costs incurred in certain satellite development programs and other business development activities, and other income or expenses includes gains or losses from certain of our investments, that have not been assigned to our business segments. These activities, costs and income, as well as eliminations of intersegment transactions, are accounted for in Corporate and Other. We also divide our operations by primary geographic market as follows: (i) North America (the U.S. and its territories, Mexico, and Canada); (ii) South and Central America and (iii) Other (Asia, Africa, Australia, Europe, India, and the Middle East). Refer to Note 14. Segment Reporting for further detail . On August 8, 2023, EchoStar entered into an Agreement and Plan of Merger (“the Original Merger Agreement”) with DISH Network Corporation, a Nevada corporation (“DISH”), and Eagle Sub Corp (“Eagle Sub”), a Nevada corporation and a wholly owned subsidiary of DISH. The Original Merger Agreement provided, among other things, that subject to the satisfaction or waiver of the conditions set forth in the agreement, Eagle Sub would merge with and into EchoStar, with EchoStar surviving as a wholly owned subsidiary of DISH. On October 2, 2023, EchoStar entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) with DISH and EAV Corp., a Nevada corporation and a wholly owned subsidiary of EchoStar (“Merger Sub”). The Amended Merger Agreement revises the structure of the merger of DISH and EchoStar contemplated by the Original Merger Agreement. The Amended Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth in the Amended Merger Agreement, Merger Sub will merge with and into DISH (the “Merger”), with DISH surviving the Merger as a wholly owned subsidiary of EchoStar. The expected proportional ownership of existing EchoStar stockholders and DISH stockholders in the combined company upon the consummation of the Merger remains the same as the expected proportional ownership contemplated by the Original Merger Agreement. Pursuant to the Amended Merger Agreement, at the effective time of the Merger, (the “Effective Time”), each share of DISH Class A Common Stock, par value $0.01 per share (“DISH Class A Common Stock”) and DISH Class C Common Stock, par value $0.01 per share (“DISH Class C Common Stock”), 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”). On the terms and subject to the conditions set forth in the Amended Merger Agreement, at the Effective Time, each share of DISH Class B Common Stock, par value $0.01 per share (“DISH Class B Common Stock”), 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. Any shares of DISH Class A Common Stock, DISH Class B Common Stock and DISH Class C Common Stock (collectively, “DISH Common Stock”) that are held in DISH’s treasury or held directly by EchoStar or Merger Sub immediately prior to the Effective Time will be cancelled and cease to exist and no consideration shall be paid or payable in respect thereof. Refer to Note 17. Subsequent Event s for further details. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These unaudited Consolidated Financial Statements and the accompanying notes (collectively, the “Consolidated Financial Statements”) are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, they do not include all of the information and notes required for complete financial statements prepared in conformity with GAAP. In our opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. However, our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. All amounts presented in these Consolidated Financial Statements are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted. Refer to Note 2. Summary of Significant Accounting Policies to the Consolidated Financial Statements in our Form 10-K for a summary and discussion of our significant accounting policies, except as updated below. Use of Estimates We are required to make certain estimates and assumptions that affect the amounts reported in these Consolidated Financial Statements. The most significant estimates and assumptions are used in determining: (i) inputs used to recognize revenue over time, including amortization periods for deferred contract acquisition costs and relative standalone selling prices of performance obligations; (ii) allowances for doubtful accounts, and estimated credit losses on investments; (iii) deferred taxes and related valuation allowances, including uncertain tax positions; (iv) loss contingencies; (v) fair value of financial instruments; (vi) fair value of assets and liabilities acquired in business combinations; and (vii) estimates of future cash flows used to evaluate and recognize impairments. We base our estimates and assumptions on historical experience, observable market inputs and on various other factors that we believe to be relevant under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from previously estimated amounts and such differences may be material to our financial statements. Additionally, changing economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. We review our estimates and assumptions periodically and the effects of revisions thereto are reflected in the period they occur or prospectively if the revised estimate affects future periods. Principles of Consolidation We consolidate all entities in which we have a controlling financial interest. We are deemed to have a controlling financial interest in variable interest entities in which we are the primary beneficiary and in other entities in which we own more than 50% of the outstanding voting shares and other shareholders do not have substantive rights to participate in management. For entities we control but do not wholly own, we record a non-controlling interest within shareholder’s equity for the portion of the entity’s equity attributed to the non-controlling ownership interests. All significant intercompany balances and transactions have been eliminated in consolidation. Business Combinations On January 1, 2023, we adopted Accounting Standards Update (“ASU”) No. 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which provides an exception to fair value measurement for contract assets and contract liabilities related to revenue contracts acquired in a business combination. The ASU requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The ASU is applied to business combinations occurring on or after the adoption date. Government Assistance On January 1, 2022, we adopted ASU No. 2021-10 - Government Assistance (Topic 832) : Disclosures by Business Entities about Government Assistance, which requires business entities (except for not-for-profit entities and employee benefit plans) to disclose information about certain government assistance they receive. The Company is currently participa ting in three government programs: New York-Connect America Fund, New York Broadband, and Affordable Connectivity Plan. The purpose of these programs is to provide internet and connectivity services to qualifying households in the United States. The Company is entitled to reimbursement from the government for services provided. We record gross monies received from government entities in Services and other revenue, and associated expenses such as salaries and supplies are recorded in Cost of sales - services and other, Research and development or Selling, general and administrative expenses, depending on the nature of e xpenditure. We accrue for reimbursement requests submitted to government entities in Trade accounts receivable and contract assets, net. During the three and nine months ended September 30, 2023, the Company recognized $4.6 and $12.7 million in Service and other revenue, respectively. As of September 30, 2023, we have trade accounts receivable of $2.8 million related to our government programs. Recently Issued Accounting Pronouncements Not Yet Adopted Business Combinations - Joint Venture Formations In August 2023, the FASB issued ASU No. 2023-05 - Business Combinations—Joint Venture Formations to reduce diversity in practice and provide decision-useful information to a joint venture’s investors. The ASU requires that a joint venture apply a new basis of accounting upon formation. Specifically, the newly formed joint venture will be required to recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments in this ASU do not amend the definition of a joint venture, the accounting by an equity method investor for its investment in a joint venture, or the accounting by a joint venture for contributions received after its formation. The guidance in this ASU is effective prospectively for all joint ventures with a formation date on or after January 1, 2025. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively. This ASU is applied prospectively to all newly formed joint ventures on or after the adoption date. Leases - Common Control Arrangements In March 2023, the FASB issued ASU No. 2023-01 - Leases (Topic 842): Common Control Arrangements . Among other things, this ASU requires all lessees to amortize leasehold improvements associated with common control leases over their useful life to the common control group and account for them as a transfer of assets between entities under common control at the end of the lease. Additional disclosures are required when the useful life of leasehold improvements to the common control group exceeds the related lease term. The guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We plan to adopt this new guidance prospectively to all new leasehold improvements recognized on or after the adoption date and we do not expect it to have a material impact on our Consolidated Financial Statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848) , and all subsequent amendments to the initial guidance, codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. The guidance may be applied upon issuance of ASC 848 through December 31, 2024. We expect to utilize the optional expedients provided by the guidance for contracts amended solely to use an alternative reference rate. We have evaluated the new guidance and we are in the process of implementing this ASU, and all subsequent amendments, and do not expect them to have a material impact on our Consolidated Financial Statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Contract Balances The following table presents the components of our contract balances: As of September 30, 2023 December 31, 2022 Trade accounts receivable and contract assets, net: Sales and services $ 165,444 $ 170,466 Leasing and other 9,856 7,935 Total trade accounts receivable 175,300 178,401 Contract assets 76,824 73,293 Allowance for doubtful accounts (16,722) (15,358) Total trade accounts receivable and contract assets, net $ 235,402 $ 236,336 Contract liabilities: Current $ 122,288 $ 121,739 Non-current 6,999 8,326 Total contract liabilities $ 129,287 $ 130,065 The following table presents the revenue recognized in the Consolidated Statements of Operations that was previously included within contract liabilities: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Revenue $ 7,608 $ 6,175 $ 80,157 $ 115,974 Contract Acquisition Costs The following table presents the activity in our contract acquisition costs, net: For the nine months ended September 30, 2023 2022 Balance at beginning of period $ 64,447 $ 82,986 Additions 34,708 45,172 Amortization expense (46,722) (57,822) Foreign currency translation 681 156 Balance at end of period $ 53,114 $ 70,492 We recognized amortization expenses related to contract acquisition costs of $14.6 million and $18.2 million for the three months ended September 30, 2023 and 2022, respectively. Performance Obligations As of September 30, 2023, the remaining performance obligations for our customer contracts was approximately $1.2 billion. Performance obligations expected to be satisfied within one year and greater than one year are 29% and 71%, respectively. This amount and percentages exclude agreements with consumer customers in our Hughes segment, our leasing arrangements and agreements with certain customers under which collectability of all amounts due through the term of contracts is uncertain. Disaggregation of Revenue Geographic Information Revenue is attributed to geographic markets based upon the billing location of the customer. The following tables present our revenue from customer contracts disaggregated by primary geographic market and by segment: Hughes ESS Corporate and Other Consolidated For the three months ended September 30, 2023 North America $ 324,722 $ 6,446 $ (574) $ 330,594 South and Central America 39,843 — — 39,843 Other 39,644 — 1,124 40,768 Total revenue $ 404,209 $ 6,446 $ 550 $ 411,205 For the three months ended September 30, 2022 North America $ 389,181 $ 4,981 $ (393) $ 393,769 South and Central America 40,290 — — 40,290 Other 60,094 — 5,013 65,107 Total revenue $ 489,565 $ 4,981 $ 4,620 $ 499,166 For the nine months ended September 30, 2023 North America $ 1,038,234 $ 18,563 $ (1,624) $ 1,055,173 South and Central America 119,528 — — 119,528 Other 121,977 — 3,389 125,366 Total revenue $ 1,279,739 $ 18,563 $ 1,765 $ 1,300,067 For the nine months ended September 30, 2022 North America $ 1,187,301 $ 14,305 $ (939) $ 1,200,667 South and Central America 125,256 — — 125,256 Other 162,955 — 15,029 177,984 Total revenue $ 1,475,512 $ 14,305 $ 14,090 $ 1,503,907 Nature of Products and Services The following tables present our revenue disaggregated by the nature of products and services and by segment: Hughes ESS Corporate and Other Consolidated For the three months ended September 30, 2023 Services and other revenue: Services $ 341,575 $ 4,308 $ — $ 345,883 Lease revenue 8,925 2,138 555 11,618 Total services and other revenue 350,500 6,446 555 357,501 Equipment revenue: Equipment 24,701 (5) 24,696 Design, development and construction services 26,235 — — 26,235 Lease revenue 2,773 — — 2,773 Total equipment revenue 53,709 — (5) 53,704 Total revenue $ 404,209 $ 6,446 $ 550 $ 411,205 For the three months ended September 30, 2022 Services and other revenue: Services $ 383,738 $ 3,247 $ — $ 386,985 Lease revenue 9,822 1,734 4,621 16,177 Total services and other revenue 393,560 4,981 4,621 403,162 Equipment revenue: Equipment 33,585 — (1) 33,584 Design, development and construction services 60,606 — — 60,606 Lease revenue 1,814 — — 1,814 Total equipment revenue 96,005 — (1) 96,004 Total revenue $ 489,565 $ 4,981 $ 4,620 $ 499,166 Hughes ESS Corporate and Other Consolidated For the nine months ended September 30, 2023 Services and other revenue: Services $ 1,054,348 $ 12,205 $ — $ 1,066,553 Lease revenue 28,013 6,358 1,765 36,136 Total services and other revenue 1,082,361 18,563 1,765 1,102,689 Equipment revenue: Equipment 72,348 — 72,348 Design, development and construction services 114,615 — — 114,615 Lease revenue 10,415 — — 10,415 Total equipment revenue 197,378 — — 197,378 Total revenue $ 1,279,739 $ 18,563 $ 1,765 $ 1,300,067 For the nine months ended September 30, 2022 Services and other revenue: Services $ 1,181,460 $ 9,343 $ — $ 1,190,803 Lease revenue 30,711 4,962 14,090 49,763 Total services and other revenue 1,212,171 14,305 14,090 1,240,566 Equipment revenue: Equipment 86,878 — — 86,878 Design, development and construction services 172,822 — — 172,822 Lease revenue 3,641 — — 3,641 Total equipment revenue 263,341 — — 263,341 Total revenue $ 1,475,512 $ 14,305 $ 14,090 $ 1,503,907 Lease Revenue The following table presents our lease revenue by type of lease: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Sales-type lease revenue: Revenue at lease commencement $ 2,272 $ 1,514 $ 8,913 $ 2,735 Interest income 501 300 1,502 906 Total sales-type lease revenue 2,773 1,814 10,415 3,641 Operating lease revenue 11,618 16,177 36,136 49,763 Total lease revenue $ 14,391 $ 17,991 $ 46,551 $ 53,404 |
MARKETABLE INVESTMENT SECURITIE
MARKETABLE INVESTMENT SECURITIES | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE INVESTMENT SECURITIES | MARKETABLE INVESTMENT SECURITIES The following table presents our Marketable investment securities : As of September 30, 2023 December 31, 2022 Marketable investment securities: Available-for-sale debt securities: Corporate bonds $ 145,942 $ 154,580 Commercial paper 505,700 643,526 Other debt securities 42,940 1,663 Total marketable investment securities $ 694,582 $ 799,769 Debt Securities Available-for-Sale The following table presents the components of our available-for-sale debt securities: Amortized Unrealized Estimated Cost Gains Losses Fair Value As of September 30, 2023 Corporate bonds $ 145,970 $ 57 $ (85) $ 145,942 Commercial paper 505,700 — — 505,700 Other debt securities 42,945 — (5) 42,940 Total available-for-sale debt securities $ 694,615 $ 57 $ (90) $ 694,582 As of December 31, 2022 Corporate bonds $ 154,517 $ 119 $ (56) $ 154,580 Commercial paper 643,553 — (27) 643,526 Other debt securities 1,663 — — 1,663 Total available-for-sale debt securities $ 799,733 $ 119 $ (83) $ 799,769 The following table presents the activity on our available-for-sale debt securities: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Proceeds from sales $ 71,586 $ — $ 203,307 $ 37,904 As of September 30, 2023, we have $686.8 million of available-for-sale debt securities with contractual maturities of one year or less and $7.8 with contractual maturities greater than one year. Fair Value Measurements The following table presents our marketable investment securities categorized by the fair value hierarchy, certain of which have historically experienced volatility: Level 1 Level 2 Total As of September 30, 2023 Cash equivalents (including restricted) $ 179 $ 818,107 $ 818,286 Available-for-sale debt securities: Corporate bonds $ — $ 145,942 $ 145,942 Commercial paper — 505,700 505,700 Other debt securities 38,272 4,668 42,940 Total marketable investment securities $ 38,272 $ 656,310 $ 694,582 As of December 31, 2022 Cash equivalents (including restricted) $ 496 $ 548,058 $ 548,554 Available-for-sale debt securities: Corporate bonds $ — $ 154,580 $ 154,580 Commercial paper — 643,526 643,526 Other debt securities — 1,663 1,663 Total marketable investment securities $ — $ 799,769 $ 799,769 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The following table presents the components of Property and equipment, net : As of September 30, 2023 December 31, 2022 Property and equipment, net: Satellites, net $ 678,708 $ 754,019 Other property and equipment, net 588,696 621,985 Total property and equipment, net $ 1,267,404 $ 1,376,004 Satellites As of September 30, 2023, our satellite fleet consisted of eight satellites, five of which are owned and three of which are leased. They are all in geosynchronous (“GEO”) orbit, approximately 22,300 miles above the equator. The following table presents our GEO satellite fleet in service as of September 30, 2023: GEO Satellite Segment Launch Date Nominal Degree Orbital Location (Longitude) Depreciable Life (In Years) Owned: SPACEWAY 3 (1) Hughes August 2007 95 W 10 EchoStar XVII Hughes July 2012 107 W 15 EchoStar XIX Hughes December 2016 97.1 W 15 Al Yah 3 (“AY3”) (2) Hughes January 2018 20 W 5 EchoStar IX (3) (4) ESS August 2003 121 W 12 Finance leases: Eutelsat 65 West A Hughes March 2016 65 W 15 Telesat T19V Hughes July 2018 63 W 15 EchoStar 105/SES-11 ESS October 2017 105 W 15 (1) Depreciable life represents the remaining useful life as of June 8, 2011, the date EchoStar completed the acquisition of Hughes Communications, Inc. (“Hughes Communications”) and its subsidiaries in 2011 (the “Hughes Acquisition”). The satellite is expected to de-orbit in the fourth quarter of 2023. (2) Upon consummation of our joint venture with Al Yah Satellite Communications Company PrJSC (“Yahsat”) in Brazil in November 2019, we acquired the Brazilian Ka-band payload on this satellite with a remaining useful life of 7 years as of that time. In the second quarter of 2023 we reduced the estimated useful life of the satellite as a result of certain technical anomalies. In order to safeguard the future operability of the satellite, the Company has, in conjunction with recommendations from the satellite manufacturer, implemented immediate and long-term remedial actions. A revised estimate of the satellite’s remaining lifetime has been calculated using operational data of the first two quarters. The Company has updated the remaining useful life of AY3 and related ground assets prospectively from April 1, 2023, to reflect the change in estimate. This has increased the depreciation expense for the current nine-month period by $7.4 million. The increase is expected to be $11.1 million for the full year 2023 and $12.8 million for the year 2024, respectively. Although the anomalies are expected to shorten the remaining useful life of the satellite, they have not affected its current operation. (3) We own the Ka-band and Ku-band payloads on this satellite. (4) The Company placed the satellite in an inclined-orbit in the first quarter of 2023. Inclined-orbit will extend its life to enable further revenue generating opportunities. The following table presents the components of our satellites, net: Depreciable Life (In Years) As of September 30, 2023 December 31, 2022 Satellites, net: Satellites - owned 5 to 15 $ 1,505,111 $ 1,503,435 Satellites - acquired under finance leases 15 364,820 360,642 Total satellites 1,869,931 1,864,077 Accumulated depreciation: Satellites - owned (1,049,402) (988,164) Satellites - acquired under finance leases (141,821) (121,894) Total accumulated depreciation (1,191,223) (1,110,058) Total satellites, net $ 678,708 $ 754,019 The following table presents the depreciation expense associated with our satellites, net: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Depreciation expense: Satellites - owned $ 20,847 $ 18,911 $ 60,573 $ 56,831 Satellites - acquired under finance leases 6,126 6,003 18,245 18,127 Total depreciation expense $ 26,973 $ 24,914 $ 78,818 $ 74,958 The following table presents capitalized interest associated with our satellites and satellite-related ground infrastructure: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Capitalized interest $ 2,850 $ 2,206 $ 8,114 $ 6,264 Satellite-Related Commitments As of September 30, 2023 and December 31, 2022 our satellite-related commitments were $121.2 million and $143.5 million, respectively. These include payments pursuant to regulatory authorizations, non-lease costs associated with our finance lease satellites, in-orbit incentives relating to certain satellites, and commitments for satellite service arrangements. In certain circumstances, the dates on which we are obligated to pay our contractual obligations could change. Satellite Anomalies and Impairments In the second quarter of 2023, we reduced the estimated useful life of the Al Yah 3 satellite, which serves our Brazilian customers, as a result of certain technical anomalies. In order to safeguard the future operability of the satellite, the Company has, in conjunction with recommendations from the satellite manufacturers, implemented immediate and long-term remedial actions. A revised estimate of the satellite’s remaining lifetime has been calculated using operational data of two previous quarters. Although the anomalies are expected to shorten the remaining useful life of the satellite, they have not affected its current operation. Except as described above, we are not aware of any anomalies with respect to our owned or leased satellites or payloads that have had any significant adverse effect on their remaining useful lives, the commercial operation of the satellites or payloads or our operating results or financial position as of and for the three months ended September 30, 2023. Satellite Insurance We generally do not carry in-orbit insurance on our satellites or payloads because we have assessed that the cost of insurance is not economical relative to the risk of failures. Therefore, we generally bear the risk of any in-orbit failures. Pursuant to the terms of our joint venture agreement with Yahsat, we are required to maintain insurance for the Al Yah 3 Brazilian payload during the commercial in-orbit service of such payload, subject to certain limitations on coverage. The insurance policies were procured by Yahsat, under which the Company and Yahsat are the beneficiaries of any claims in proportion to their shareholdings. An insurance claim was submitted in the second quarter of 2023 for compensation with respect to the reduction in estimated useful life of the Al Yah 3 satellite. |
REGULATORY AUTHORIZATIONS
REGULATORY AUTHORIZATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
REGULATORY AUTHORIZATIONS | REGULATORY AUTHORIZATIONS The following table presents our Regulatory authorizations, net : Finite lived Cost Accumulated Amortization Total Indefinite lived Total Balance, December 31, 2021 $ 10,733 $ (1,774) $ 8,959 $ 400,000 $ 408,959 Amortization expense — (617) (617) — (617) Currency translation adjustments 230 (30) 200 — 200 Balance, September 30, 2022 $ 10,963 $ (2,421) $ 8,542 $ 400,000 $ 408,542 Balance, December 31, 2022 $ 11,331 $ (2,712) $ 8,619 $ 400,000 $ 408,619 Amortization expense — (1,305) (1,305) — (1,305) Currency translation adjustments 1,072 (238) 834 — 834 Balance, September 30, 2023 $ 12,403 $ (4,255) $ 8,148 $ 400,000 $ 408,148 Weighted-average useful life (in years) 11 |
OTHER INVESTMENTS
OTHER INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
OTHER INVESTMENTS | OTHER INVESTMENTS The following table presents our Other investments, net : As of September 30, 2023 December 31, 2022 Other investments, net: Equity method investments $ 45,048 $ 83,523 Total other investments, net $ 45,048 $ 83,523 Equity Method Investments Deluxe/EchoStar LLC We own 50% of Deluxe/EchoStar LLC (“Deluxe”), a joint venture that we entered into in 2010 to build an advanced digital cinema satellite distribution network targeting delivery to digitally equipped theaters in the U.S. and Canada. Broadband Connectivity Solutions (Restricted) Limited We own 20% of Broadband Connectivity Solutions (Restricted) Limited (together with its subsidiaries, “BCS”), a joint venture that we entered into in 2018 to provide commercial Ka-band satellite broadband services across Africa, the Middle East and southwest Asia operating over Yahsat's Al Yah 2 and Al Yah 3 Ka-band satellites. During the nine months ended September 30, 2023, we recorded an impairment charge of $33.4 million related to our investment as a result of increased competition and the economic environment for this business. We estimated the fair value of our investment by using the combination of the discounted cash flow model and market value approach. The following table presents revenue recognized by the Company from our equity method investments: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Deluxe $ 1,445 $ 1,243 $ 4,233 $ 3,901 BCS $ 924 $ 2,600 $ 2,573 $ 6,321 The following table presents trade accounts receivable from our equity method investments: As of September 30, 2023 December 31, 2022 Deluxe $ 833 $ 3,026 BCS $ 4,061 $ 5,062 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The following table presents the carrying amount and fair values of our Long-term debt, net : Effective Interest Rate As of September 30, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value Senior Secured Notes: 5 1/4% Senior Secured Notes due 2026 5.320% $ 750,000 $ 677,970 $ 750,000 $ 727,763 Senior Unsecured Notes: 6 5/8% Senior Unsecured Notes due 2026 6.688% 750,000 642,195 750,000 707,490 Less: Unamortized debt issuance costs (2,604) — (3,223) — Total long-term debt, net $ 1,497,396 $ 1,320,165 $ 1,496,777 $ 1,435,253 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESOur income tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. Our interim income tax provision and our interim estimate of our annual effective tax rate are influenced by several factors, including foreign losses and capital gains and losses for which related deferred tax assets are partially offset by a valuation allowance, changes in tax laws and relative changes in unrecognized tax benefits. Additionally, our effective tax rate can be affected by the amount of pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income or loss is lower.Our income tax provision was $10.5 million for the three months ended September 30, 2023 compared to our income tax provision of $15.7 million for the three months ended September 30, 2022. Our effective income tax rate was 32.1% and 34.5% for the three months ended September 30, 2023 and 2022, respectively. The variations in our effective tax rate from the U.S. federal statutory rate for the three months ended September 30, 2023 were primarily due to excluded foreign losses where the Company carries a full valuation allowance and the impact of research and development credits. The variations in our effective tax rate from the U.S. federal statutory rate for the three months ended September 30, 2022 were primarily due to excluded foreign losses where the Company carries a full valuation allowance and the impact of state and local taxes. Our income tax provision was $43.8 million for the nine months ended September 30, 2023 compared to our income tax provision of $45.7 million for the nine months ended September 30, 2022. Our effective income tax rate was 45.6% for the nine months ended September 30, 2023, compared to 34.8% for the same period in 2022. The variations in our effective tax rate from the U.S. federal statutory rate for the nine months ended September 30, 2023 were primarily due to excluded investment impairment losses and excluded foreign losses where the Company carries a full valuation allowance. For the nine months ended September 30, 2022, the variations in our effective tax rate from the U.S. federal statutory rate were primarily due to excluded foreign losses where the Company carries a full valuation allowance and the impact of state and local taxes. |
RELATED PARTY TRANSACTIONS - EC
RELATED PARTY TRANSACTIONS - ECHOSTAR | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS - ECHOSTAR | RELATED PARTY TRANSACTIONS - ECHOSTARThe following is a summary of the transactions and the terms of the underlying principal agreements that have had or may have an impact on our consolidated financial condition and results of operations. Shared Corporate Services. We and EchoStar, including EchoStar’s other subsidiaries, have agreed that we shall each have the right, but not the obligation, to receive from the other certain shared corporate services, including among other things: treasury, tax, accounting and reporting, risk management, cybersecurity, legal, internal audit, human resources, and information technology. These shared corporate services are generally provided at cost. We and EchoStar, including EchoStar’s other subsidiaries, may each terminate a particular shared corporate service for any reason upon at least 30 days’ notice. We recorded these expenses within Operating expenses - EchoStar. Real Estate. We occupy certain office space in buildings owned or leased by EchoStar and its other subsidiaries and pay a portion of the taxes, insurance, utilities and maintenance of the premises in accordance with the percentage of the space we occupy. We recorded these expenses within Operating expenses - EchoStar. Operating Expenses — EchoStar The following table presents our operating expenses from EchoStar: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating expenses - EchoStar $ 17,167 $ 19,586 $ 58,314 $ 54,945 Receivables. EchoStar and its other subsidiaries reimburse us from time to time for amounts paid by us for costs and expenses attributable to EchoStar and its other subsidiaries. We report receivables under these arrangements within Related party receivables - EchoStar - current. No repayment schedule for these receivables has been determined. EchoStar Mobile Limited Service Agreements. We provide services and lease equipment to support the business of EchoStar Mobile Limited, a subsidiary of EchoStar that is licensed by the EU to provide mobile satellite services and complementary ground component services covering the entire EU using S-band spectrum. Generally, the amounts EchoStar’s other subsidiaries pay for these services are based on cost plus a fixed margin. We recorded revenue in Services and other revenue of $1.1 million and $5.0 million for the three months ended September 30, 2023, and 2022, respectively, and $3.4 million and $15.0 million for the nine months ended September 30, 2023 and 2022, respectively, related to these services. Additionally, we have converted the receivables for certain of these services into loans, bearing an annual interest rate of 5%. We report these loans within Related party receivables - EchoStar - non-current. The following table presents the corresponding related party receivables: As of September 30, 2023 December 31, 2022 Related party receivables - EchoStar - current $ 95,767 $ 112,985 Related party receivables - EchoStar - non-current 58,048 55,834 Total related party receivables - EchoStar $ 153,815 $ 168,819 Payables. We reimburse EchoStar and its other subsidiaries from time to time for amounts paid by EchoStar and its other subsidiaries for costs and expenses attributable to us. We report payables under these arrangements within Related party payables - EchoStar - current. No repayment schedule for these payables has been determined. Cash Advances. EchoStar and certain of its other subsidiaries have also provided cash advances to certain of our foreign subsidiaries to fund certain expenditures pursuant to loan agreements that mature in 2023. Advances under these agreements bear interest at annual rates based on the one-year Secured Overnight Financing Rate plus 65 basis points. We report amounts payable under these agreements within Related party payables - EchoStar - non-current. The following table presents the corresponding related party payables: As of September 30, 2023 December 31, 2022 Related party payables - EchoStar - current $ 236,928 $ 216,504 Related party payables - EchoStar - non-current 23,287 23,423 Total related party payables - EchoStar $ 260,215 $ 239,927 Construction Management Services for EchoStar XXIV satellite. In August 2017, a subsidiary of EchoStar entered into a contract with Maxar Space, LLC (formerly Space Systems/Loral, LLC), for the design and construction of the EchoStar XXIV satellite, a new, next-generation, high throughput geostationary satellite. We provide construction management services to EchoStar’s subsidiary for the construction of the EchoStar XXIV satellite. We charged EchoStar’s subsidiary and reduced our operating expenses by the costs of such services of $0.4 million and $0.5 million for the three months ended September 30, 2023 and 2022 respectively, and $1.4 million and $1.2 million for the nine months ended September 30, 2023 and 2022, respectively. Overview EchoStar and DISH have operated as separate publicly-traded companies since 2008 (the “Spin-off”) A substantial majority of the voting power of the shares of each of EchoStar and DISH is owned beneficially by Charles W. Ergen, our Chairman, and by certain entities established for the benefit of his family. See Note 1 - Organization and Business Activities and Note 17 - Subsequent Events for further details on the proposed merger with DIS H. In January 2017, EchoStar and certain of its subsidiaries entered into a share exchange agreement (the “Share Exchange Agreement”) with DISH and certain of its subsidiaries pursuant to which, in February 2017, we received all of the shares of preferred tracking stock previously issued by us and one of our subsidiaries (the “Tracking Stock”), representing an 80% economic interest in the residential retail satellite broadband business of our Hughes segment, in exchange for 100% of the equity interests of certain EchoStar subsidiaries that held substantially all of our EchoStar Technologies businesses and certain other assets (collectively, the “Share Exchange”). The Tracking Stock was retired in March 2017. In September 2019, pursuant to a master transaction agreement (the “Master Transaction Agreement”) with DISH and a wholly-owned subsidiary of DISH (“DISH Merger Sub”), (i) we transferred certain real property and the various businesses, products, licenses, technology, revenues, billings, operating activities, assets and liabilities primarily related to the former portion of our ESS segment that managed, marketed and provided (1) broadcast satellite services primarily to DISH Network and our former joint venture Dish Mexico, S. de R.L. de C.V. and its subsidiaries (“Dish Mexico”), and (2) telemetry, tracking and control (“TT&C”) services for satellites owned by DISH Network and a portion of our other businesses (collectively, the “BSS Business”) to one of our former subsidiaries, EchoStar BSS Corporation (“BSS Corp.”), (ii) we distributed to each holder of shares of our Class A or Class B common stock entitled to receive consideration in the transaction an amount of shares of common stock of BSS Corp., par value $0.001 per share (“BSS Common Stock”), equal to one share of BSS Common Stock for each share of our Class A or Class B common stock owned by such stockholder (the “Distribution”); and (iii) immediately after the Distribution, (1) DISH Merger Sub merged with and into BSS Corp. (the “BSS Merger”), such that BSS Corp. became a wholly-owned subsidiary of DISH and with DISH then owning and operating the BSS Business, and (2) each issued and outstanding share of BSS Common Stock owned by EchoStar stockholders was converted into the right to receive 0.235 shares of DISH Class A common stock, par value $0.001 per share ((i) - (iii) collectively, the “BSS Transaction”). In connection with and following the Spin-off, the Share Exchange and the BSS Transaction, EchoStar, we and certain other of EchoStar’s subsidiaries and DISH Network entered into certain agreements pursuant to which we, EchoStar and certain of its other subsidiaries, on the one hand, obtain certain products, services and rights from DISH Network, on the other hand; DISH Network, on the one hand, obtains certain products, services and rights from us, EchoStar and certain of its other subsidiaries, on the other hand; and such entities indemnify each other against certain liabilities arising from their respective businesses. Generally, the amounts we and/or EchoStar and its other subsidiaries or DISH Network pay for products and services provided under the agreements are based on cost plus a fixed margin (unless noted differently below), which varies depending on the nature of the products and services provided. We and/or EchoStar and its other subsidiaries may also enter into additional agreements with DISH Network in the future. The following is a summary of the transactions and the terms of the underlying principal agreements that have had or may have an impact on our consolidated financial condition and results of operations. Services and Other Revenue — DISH Network The following table presents our Services and other revenue - DISH Network : For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Services and other revenue - DISH Network $ 3,015 $ 4,258 $ 9,620 $ 13,589 The following table presents the related trade accounts receivable: As of September 30, 2023 December 31, 2022 Trade accounts receivable - DISH Network $ 2,097 $ 1,992 Satellite Capacity Leased to DISH Network. Effective January 2008, DISH Network began leasing satellite capacity from us on the EchoStar IX satellite. We terminated the provision of this satellite capacity in December 2022. Telesat Obligation Agreement. In September 2009, we entered into an agreement with Telesat Canada to lease satellite capacity from Telesat Canada on all 32 direct broadcast satellite (“DBS”) transponders on the Nimiq 5 satellite at the 72.7 degree west longitude orbital location (the “Telesat Transponder Agreement”). In September 2009, we entered into an agreement with DISH Network, pursuant to which DISH Network leased satellite capacity from us on all 32 of the DBS transponders covered by the Telesat Transponder Agreement (the “DISH Nimiq 5 Agreement”). Under the terms of the DISH Nimiq 5 Agreement, DISH Network made certain monthly payments to us that commenced in September 2009, when the Nimiq 5 satellite was placed into service. We transferred the Telesat Transponder Agreement to DISH Network in September 2019 as part of the BSS Transaction; however, we retained certain obligations related to DISH Network’s performance under that agreement and we entered into an agreement with DISH Network whereby DISH Network compensates us for retaining such obligations. DBSD North America Agreement. In March 2012, DISH Network completed its acquisition of all of the equity of DBSD North America, Inc. (“DBSD North America”). Prior to DISH Network’s acquisition of DBSD North America and EchoStar’s completion of the Hughes Acquisition, DBSD North America and HNS entered into various agreements pursuant to which we provide, among other things, warranty, operations and maintenance and hosting services of DBSD North America’s gateway and ground-based communications equipment. In December 2017, we and DBSD North America amended these agreements, effective as of January 1, 2018, to reduce certain pricing terms through December 31, 2023 and to modify certain termination provisions. DBSD North America has the right to continue to receive operations and maintenance services from us on a quarter-to-quarter basis, unless terminated by DBSD North America upon at least 120 days’ written notice to us. In February 2019, we further amended these agreements to provide DBSD North America with the right to continue to receive warranty services from us on a month-to-month basis until December 2023, unless terminated by DBSD North America upon at least 21 days’ written notice to us. The provision of hosting services will continue until February 2027 unless terminated by DBSD North America upon at least 180 days’ written notice to us. In addition, DBSD North America generally may terminate any and all such services for convenience, subject to providing us with prior notice and/or payment of termination charges. The price for warranty and operations and maintenance services is only valid until December 31, 2023. As such, if those services are to continue beyond December 31, 2023, DBSD North America and HNS must agree on the price for these services as of January 1, 2024. Hughes Equipment and Services Agreement . In February 2019, we and DISH Network entered into an agreement pursuant to which we will sell to DISH Network our HughesNet Service and HughesNet equipment that has been modified to meet DISH Network’s internet-of-things specifications for the transfer of data to DISH Network’s network operations centers. This agreement has an initial term of five years expiring February 2024 with automatic renewal for successive one-year terms unless terminated by DISH Network with at least 180 days’ written notice to us or by us with at least 365 days’ written notice to DISH Network. Operating Expenses — DISH Network The following table presents our operating expenses related to DISH Network: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating expenses - DISH Network $ 1,154 $ 1,197 $ 3,408 $ 3,401 The following table presents the related trade accounts payable: As of September 30, 2023 December 31, 2022 Trade accounts payable - DISH Network $ 733 $ 567 Amended and Restated Professional Services Agreement . In connection with the Spin-off, EchoStar entered into various agreements with DISH Network including a transition services agreement, satellite procurement agreement and services agreement, all of which expired in January 2010 and were replaced by a professional services agreement (the “Professional Services Agreement”). In January 2010, EchoStar and DISH Network agreed that EchoStar and its subsidiaries shall continue to have the right, but not the obligation, to receive the following services from DISH Network, among others, certain of which were previously provided under a 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, EchoStar and DISH Network agreed that DISH Network would continue to have the right, but not the obligation, to engage EchoStar and its subsidiaries to manage the process of procuring new satellite capacity for DISH Network (previously provided under a satellite procurement agreement), receive logistics, procurement and quality assurance services from EchoStar and its subsidiaries (previously provided under a services agreement) and provide other support services. In connection with the consummation of the Share Exchange, EchoStar and DISH amended and restated the Professional Services Agreement (as amended to date, the “Amended and Restated Professional Services Agreement”) to provide that EchoStar and its subsidiaries and DISH Network shall have the right to receive additional services that either EchoStar and its subsidiaries or DISH Network may require as a result of the Share Exchange, including access to antennas owned by DISH Network for our use in performing TT&C services and maintenance and support services for our antennas (collectively, the “TT&C Antennas”). In September 2019, in connection with the BSS Transaction, EchoStar and DISH further amended the Professional Services Agreement (“Amended and Restated Professional Services Agreement”) to provide that EchoStar and its subsidiaries and DISH Network shall have the right to receive additional services that either EchoStar and its subsidiaries or DISH Network may require as a result of the BSS Transaction and to remove our access to and the maintenance and support services for the TT&C Antennas. A portion of these costs and expenses have been allocated to us in the manner described in Note 10. Related Party Transactions - EchoStar . The term of the Amended and Restated Professional Services Agreement is through January 1, 2024 and renews automatically for successive one-year periods thereafter, unless the agreement is terminated earlier by either party upon at least 60 days’ notice. We or DISH Network may generally terminate the Amended and Restated Professional Services Agreement in part with respect to any particular service it receives for any reason upon at least 30 days’ notice, unless the statement of work for particular services states otherwise. Certain services provided under the Amended and Restated Professional Services Agreement may survive the termination of the agreement. Collocation and Antenna Space Agreements . We and DISH Network entered into an agreement pursuant to which DISH Network provided us with collocation space in El Paso, Texas. This agreement was for an initial period ending in July 2015, and provided us with renewal options for four consecutive three-year terms. We exercised our first renewal option for a period commencing in August 2015 and ending in July 2018, in April 2018 we exercised our second renewal option for a period ending in July 2021, and in May 2021 we exercised our third renewal option for a period ending in July 2024. In connection with the Share Exchange, effective March 2017, we also entered into certain agreements pursuant to which DISH Network provides collocation and antenna space to EchoStar through February 2022 at the following locations: Cheyenne, Wyoming; Gilbert, Arizona; New Braunfels, Texas; Monee, Illinois; Spokane, Washington; and Englewood, Colorado. In October 2019, we provided a termination notice for our New Braunfels, Texas agreement effective May 2020. In November 2020, we provided a termination notice for one of our Englewood, Colorado agreements effective May 2021. In November 2021, we exercised our right to renew the collocation agreements at Gilbert, Arizona, Cheyenne, Wyoming, Spokane, Washington, Englewood, Colorado and Monee, Illinois for a period ending in February 2025. In August 2017, we and DISH Network also entered into certain other agreements pursuant to which DISH Network provides additional collocation and antenna space to us in Monee, Illinois and Spokane, Washington through August 2022. In May 2022, we exercised our right to renew such other agreements at Monee, Illinois and Spokane, Washington through August 2025. Generally, we may renew our collocation and antenna space agreements for three-year periods by providing DISH Network with prior written notice no more than 120 days but no less than 90 days prior to the end of the then-current term. We may terminate certain of these agreements with 60 days’ prior written notice and certain other of these agreements with 180 days’ prior written notice. In September 2019, in connection with the BSS Transaction, we entered into an agreement pursuant to which DISH Network provided us with certain additional collocation space in Cheyenne, Wyoming for a period that ended in September 2020. The fees for the services provided under these agreements depend on the number of racks located at the location. Also in connection with the BSS Transaction, in September 2019, we entered into an agreement pursuant to which DISH Network provides us with antenna space and power in Cheyenne, Wyoming for a period of five years commencing in August 2020, with four three-year renewal terms, with prior written notice of renewal required no more than 120 days but no less than 90 days prior to the end of the then-current term. In March 2021, we entered into additional agreements pursuant to which DISH Network provides us with antenna space and power in Cheyenne, Wyoming, and the right to use an antenna and certain space in Gilbert, Arizona. Both agreements are for a period of five years with four three-year renewal terms, with prior written notice of renewal required no more than 120 days but no less than 90 days prior to the end of the then-current term. Hughes Broadband Master Services Agreement . In conjunction with the launch of our EchoStar XIX satellite, in March 2017, we and DISH Network entered into a master service agreement (the “Hughes Broadband MSA”) pursuant to which DISH Network, among other things: (i) has the right, but not the obligation, to market, promote and solicit orders and upgrades for our Gen 5 HughesNet service and related equipment and other telecommunication services and (ii) installs Gen 5 HughesNet service equipment with respect to activations generated by DISH Network. Under the Hughes Broadband MSA, we and DISH Network make certain payments to each other relating to sales, upgrades, purchases and installation services. The current term of the Hughes Broadband MSA is through March 2024 with automatic renewal for successive one-year terms. Either party has the ability to terminate the Hughes Broadband MSA, in whole or in part, for any reason upon at least 90 days’ notice to the other party. Upon expiration or termination of the Hughes Broadband MSA, we will continue to provide our Gen 5 HughesNet service to subscribers and make certain payments to DISH Network pursuant to the terms and conditions of the Hughes Broadband MSA. We incurred sales incentives and other costs under the Hughes Broadband MSA totaling $0.5 million and $1.8 million for the three months ended September 30, 2023 and 2022, respectively, and $1.4 million and $5.4 million for the nine months ended September 30, 2023 and 2022, respectively. 2019 TT&C Agreement . In September 2019, in connection with the BSS Transaction, we and a subsidiary of EchoStar entered into an agreement pursuant to which DISH Network provides TT&C services to us and EchoStar and its other subsidiaries for a period ending in September 2021, with the option for a subsidiary of EchoStar to renew for a one-year period upon written notice at least 90 days prior to the initial expiration (the “2019 TT&C Agreement”). The fees for services provided under the 2019 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. Any party is able to terminate the 2019 TT&C Agreement for any reason upon 12 months’ notice. We have exercised our option to renew the 2019 TT&C Agreement on several occasions, and its current term expires in September 2024. Referral Marketing Agreement . In June 2021, we and DISH Network entered into an agreement pursuant to which we will pre-qualify prospects contacting Hughes call centers and transfer those prospects to DISH Network for introduction to DISH Network’s video services, for prospects that convert Hughes will receive a commission. This agreement has an indefinite term and may be terminated by either party upon 90 days’ prior written notice. Whidbey Island 5G Network Test Bed Subcontract . In June 2022, we and DISH Wireless entered into a subcontract (“DISH Subcontract”) pursuant to which DISH will provide access and use of a DISH lab, technical support and integration and testing support for the 5G network test bed to be delivered by Hughes to its customer. DISH Wireless additionally has agreed to lease certain licensed wireless spectrum to Hughes in connection with the project. Between June 2022 and October 2023 the scope of the DISH Subcontract has expanded to include additional spectrum leases and construction and related services work at Whidbey Island and the Lualualei Annex. Other Receivables - DISH Network Tax Sharing Agreement. Effective December 2007, EchoStar and DISH Network entered into a tax sharing agreement (the “Tax Sharing Agreement”) in connection with the Spin-off. This agreement governs EchoStar and DISH Network and their respective subsidiaries’ respective rights, responsibilities and obligations after the Spin-off with respect to taxes for the periods ending on or before the Spin-off. Generally, all pre-Spin-off taxes, including any taxes that are incurred as a result of restructuring activities undertaken to implement the Spin-off, are borne by DISH Network and DISH Network indemnifies EchoStar and its subsidiaries for such taxes. However, DISH Network is not liable for and does not indemnify EchoStar or its subsidiaries 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 or its subsidiaries take or fail to take or (iii) any action that EchoStar or its subsidiaries take that is inconsistent with the information and representations furnished to the IRS in connection with the request for the private letter ruling, or to counsel in connection with any opinion being delivered by counsel with respect to the Spin-off or certain related transactions. In such case, EchoStar and its subsidiaries will be solely liable for, and will indemnify DISH Network for any resulting taxes, as well as any losses, claims and expenses. The Tax Sharing Agreement will terminate after the later of the full period of all applicable statutes of limitations, including extensions, or once all rights and obligations are fully effectuated or performed. In light of the Tax Sharing Agreement, among other things, and in connection with EchoStar’s consolidated federal income tax returns for certain tax years prior to and for the year of the Spin-off, in September 2013, EchoStar and DISH Network agreed upon a supplemental allocation of the tax benefits arising from certain tax items resolved in the course of the IRS’s examination of EchoStar’s consolidated tax returns. As a result, DISH Network agreed to pay EchoStar an amount that includes the federal tax benefit DISH received as a result of our operations. In August 2018, EchoStar and DISH Network amended the Tax Sharing Agreement and the 2013 agreements (the “Tax Sharing Amendment”). Under the Tax Sharing Amendment, DISH Network is required to compensate EchoStar for certain past and future excess California research and development tax credits generated by EchoStar and its subsidiaries and used by DISH Network. Master Transaction Agreement. In May 2019, EchoStar and BSS Corp. entered into the Master Transaction Agreement with DISH and Merger Sub with respect to the BSS Transaction. Pursuant to the terms of the Master Transaction Agreement, on September 10, 2019: (i) EchoStar and its subsidiaries and we and our subsidiaries transferred the BSS Business to BSS Corp.; (ii) EchoStar completed the Distribution; and (iii) immediately after the Distribution, (1) BSS Corp. became a wholly-owned subsidiary of DISH such that DISH owns and operates the BSS Business and (2) each issued and outstanding share of BSS Common Stock owned by EchoStar stockholders was converted into the right to receive 0.235 shares of DISH Common Stock. Following the consummation of the BSS Transaction, we no longer operate the BSS Business, which was a substantial portion of our ESS segment. The Master Transaction Agreement contained customary representations and warranties by the parties, including EchoStar’s representations relating to the assets, liabilities and financial condition of the BSS Business, and representations by DISH Network relating to its financial condition and liabilities. EchoStar and DISH Network have agreed to indemnify each other against certain losses with respect to breaches of certain representations and covenants and certain retained and assumed liabilities, respectively. BSS Transaction Tax Matters Agreement. Effective September 2019, in connection with the BSS Transaction, EchoStar, BSS Corp., and DISH entered into a tax matters agreement. This agreement governs certain rights, responsibilities and obligations of EchoStar and its subsidiaries with respect to taxes of the BSS Business transferred pursuant to the BSS Transaction. Generally, EchoStar is responsible for all tax returns and tax liabilities for the BSS Business for periods prior to the BSS Transaction and DISH is responsible for all tax returns and tax liabilities for the BSS Business from and after the BSS Transaction. Both EchoStar and DISH made certain tax-related representations and are subject to various tax-related covenants after the consummation of the BSS Transaction. Both EchoStar and DISH Network have agreed to indemnify each other for certain losses if there is a breach of any the tax representations or violation of any of the tax covenants in the tax matters agreement and that breach or violation results in the failure of the BSS Transaction being treated as a transaction that is tax-free for EchoStar or its stockholders for U.S. federal income tax purposes. In addition, DISH Network has agreed to indemnify EchoStar if the BSS Business is acquired, either directly or indirectly (e.g., via an acquisition of DISH Network), by one or more persons, where either it took an action, or knowingly facilitated, consented to or assisted with an action by its stockholders, that resulted in the failure of the BSS Transaction being treated as a transaction that is tax-free for EchoStar and its stockholders for U.S. federal income tax purposes. This tax matters agreement supplements the Tax Sharing Agreement outlined above and the Share Exchange Tax Matters Agreement outlined below, both of which continue in full force and effect. BSS Transaction Employee Matters Agreement. Effective September 2019, in connection with the BSS Transaction, EchoStar and DISH Network entered into an employee matters agreement that addressed the transfer of employees from us to DISH Network, including certain benefit and compensation matters and the allocation of responsibility for employee related liabilities relating to current and past employees of the BSS Business. DISH Network assumed employee-related liabilities relating to the BSS Business as part of the BSS Transaction, except that EchoStar is responsible for certain pre-BSS Transaction compensation and benefits for employees who transferred to DISH Network in connection with the BSS Transaction. Share Exchange Agreement . In February 2017 EchoStar consummated the Share Exchange, following which EchoStar and certain of its and our subsidiaries no longer operate the transferred EchoStar Technologies businesses and the Tracking Stock was retired and is no longer outstanding and all agreements, arrangements and policy statements with respect to such Tracking Stock terminated and are of no further effect. Pursuant to the Share Exchange Agreement, EchoStar and certain of its and our subsidiaries transferred certain assets, investments in joint ventures, spectrum licenses and real estate properties and DISH Network assumed certain liabilities relating to the transferred assets and businesses. The Share Exchange Agreement contained customary representations and warranties by the parties, including representations by EchoStar related to the transferred assets, assumed liabilities and the financial condition of the transferred businesses. EchoStar and DISH Network also agreed to customary indemnification provisions whereby each party indemnifies the other against certain losses with respect to breaches of representations, warranties or covenants and certain liabilities and if certain actions undertaken by EchoStar or DISH causes the transaction to be taxable to the other party after closing. Hughes Systique Corporation We contract with Hughes Systique Corporation (“Hughes Systique”) for software development services. In addition to our approximately 42% ownership in Hughes Systique, Mr. Pradman Kaul, the former President of our subsidiary Hughes Communications and Vice-Chair of our board of directors (effective January 1, 2023), and his brother, who is the Chief Executive Officer and President of Hughes Systique, own in the aggregate approximately 25%, on an undiluted basis, of Hughes Systique’s outstanding shares as of September 30, 2023. Furthermore, Mr. Pradman Kaul serves on the board of directors of Hughes Systique. Hughes Systique is a variable interest entity and we are considered the primary beneficiary of Hughes Systique due to, among other factors, our ability to direct the activities that most significantly impact the economic performance of Hughes Systique. As a result, we co |
RELATED PARTY TRANSACTIONS - DI
RELATED PARTY TRANSACTIONS - DISH NETWORK | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS - DISH NETWORK | RELATED PARTY TRANSACTIONS - ECHOSTARThe following is a summary of the transactions and the terms of the underlying principal agreements that have had or may have an impact on our consolidated financial condition and results of operations. Shared Corporate Services. We and EchoStar, including EchoStar’s other subsidiaries, have agreed that we shall each have the right, but not the obligation, to receive from the other certain shared corporate services, including among other things: treasury, tax, accounting and reporting, risk management, cybersecurity, legal, internal audit, human resources, and information technology. These shared corporate services are generally provided at cost. We and EchoStar, including EchoStar’s other subsidiaries, may each terminate a particular shared corporate service for any reason upon at least 30 days’ notice. We recorded these expenses within Operating expenses - EchoStar. Real Estate. We occupy certain office space in buildings owned or leased by EchoStar and its other subsidiaries and pay a portion of the taxes, insurance, utilities and maintenance of the premises in accordance with the percentage of the space we occupy. We recorded these expenses within Operating expenses - EchoStar. Operating Expenses — EchoStar The following table presents our operating expenses from EchoStar: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating expenses - EchoStar $ 17,167 $ 19,586 $ 58,314 $ 54,945 Receivables. EchoStar and its other subsidiaries reimburse us from time to time for amounts paid by us for costs and expenses attributable to EchoStar and its other subsidiaries. We report receivables under these arrangements within Related party receivables - EchoStar - current. No repayment schedule for these receivables has been determined. EchoStar Mobile Limited Service Agreements. We provide services and lease equipment to support the business of EchoStar Mobile Limited, a subsidiary of EchoStar that is licensed by the EU to provide mobile satellite services and complementary ground component services covering the entire EU using S-band spectrum. Generally, the amounts EchoStar’s other subsidiaries pay for these services are based on cost plus a fixed margin. We recorded revenue in Services and other revenue of $1.1 million and $5.0 million for the three months ended September 30, 2023, and 2022, respectively, and $3.4 million and $15.0 million for the nine months ended September 30, 2023 and 2022, respectively, related to these services. Additionally, we have converted the receivables for certain of these services into loans, bearing an annual interest rate of 5%. We report these loans within Related party receivables - EchoStar - non-current. The following table presents the corresponding related party receivables: As of September 30, 2023 December 31, 2022 Related party receivables - EchoStar - current $ 95,767 $ 112,985 Related party receivables - EchoStar - non-current 58,048 55,834 Total related party receivables - EchoStar $ 153,815 $ 168,819 Payables. We reimburse EchoStar and its other subsidiaries from time to time for amounts paid by EchoStar and its other subsidiaries for costs and expenses attributable to us. We report payables under these arrangements within Related party payables - EchoStar - current. No repayment schedule for these payables has been determined. Cash Advances. EchoStar and certain of its other subsidiaries have also provided cash advances to certain of our foreign subsidiaries to fund certain expenditures pursuant to loan agreements that mature in 2023. Advances under these agreements bear interest at annual rates based on the one-year Secured Overnight Financing Rate plus 65 basis points. We report amounts payable under these agreements within Related party payables - EchoStar - non-current. The following table presents the corresponding related party payables: As of September 30, 2023 December 31, 2022 Related party payables - EchoStar - current $ 236,928 $ 216,504 Related party payables - EchoStar - non-current 23,287 23,423 Total related party payables - EchoStar $ 260,215 $ 239,927 Construction Management Services for EchoStar XXIV satellite. In August 2017, a subsidiary of EchoStar entered into a contract with Maxar Space, LLC (formerly Space Systems/Loral, LLC), for the design and construction of the EchoStar XXIV satellite, a new, next-generation, high throughput geostationary satellite. We provide construction management services to EchoStar’s subsidiary for the construction of the EchoStar XXIV satellite. We charged EchoStar’s subsidiary and reduced our operating expenses by the costs of such services of $0.4 million and $0.5 million for the three months ended September 30, 2023 and 2022 respectively, and $1.4 million and $1.2 million for the nine months ended September 30, 2023 and 2022, respectively. Overview EchoStar and DISH have operated as separate publicly-traded companies since 2008 (the “Spin-off”) A substantial majority of the voting power of the shares of each of EchoStar and DISH is owned beneficially by Charles W. Ergen, our Chairman, and by certain entities established for the benefit of his family. See Note 1 - Organization and Business Activities and Note 17 - Subsequent Events for further details on the proposed merger with DIS H. In January 2017, EchoStar and certain of its subsidiaries entered into a share exchange agreement (the “Share Exchange Agreement”) with DISH and certain of its subsidiaries pursuant to which, in February 2017, we received all of the shares of preferred tracking stock previously issued by us and one of our subsidiaries (the “Tracking Stock”), representing an 80% economic interest in the residential retail satellite broadband business of our Hughes segment, in exchange for 100% of the equity interests of certain EchoStar subsidiaries that held substantially all of our EchoStar Technologies businesses and certain other assets (collectively, the “Share Exchange”). The Tracking Stock was retired in March 2017. In September 2019, pursuant to a master transaction agreement (the “Master Transaction Agreement”) with DISH and a wholly-owned subsidiary of DISH (“DISH Merger Sub”), (i) we transferred certain real property and the various businesses, products, licenses, technology, revenues, billings, operating activities, assets and liabilities primarily related to the former portion of our ESS segment that managed, marketed and provided (1) broadcast satellite services primarily to DISH Network and our former joint venture Dish Mexico, S. de R.L. de C.V. and its subsidiaries (“Dish Mexico”), and (2) telemetry, tracking and control (“TT&C”) services for satellites owned by DISH Network and a portion of our other businesses (collectively, the “BSS Business”) to one of our former subsidiaries, EchoStar BSS Corporation (“BSS Corp.”), (ii) we distributed to each holder of shares of our Class A or Class B common stock entitled to receive consideration in the transaction an amount of shares of common stock of BSS Corp., par value $0.001 per share (“BSS Common Stock”), equal to one share of BSS Common Stock for each share of our Class A or Class B common stock owned by such stockholder (the “Distribution”); and (iii) immediately after the Distribution, (1) DISH Merger Sub merged with and into BSS Corp. (the “BSS Merger”), such that BSS Corp. became a wholly-owned subsidiary of DISH and with DISH then owning and operating the BSS Business, and (2) each issued and outstanding share of BSS Common Stock owned by EchoStar stockholders was converted into the right to receive 0.235 shares of DISH Class A common stock, par value $0.001 per share ((i) - (iii) collectively, the “BSS Transaction”). In connection with and following the Spin-off, the Share Exchange and the BSS Transaction, EchoStar, we and certain other of EchoStar’s subsidiaries and DISH Network entered into certain agreements pursuant to which we, EchoStar and certain of its other subsidiaries, on the one hand, obtain certain products, services and rights from DISH Network, on the other hand; DISH Network, on the one hand, obtains certain products, services and rights from us, EchoStar and certain of its other subsidiaries, on the other hand; and such entities indemnify each other against certain liabilities arising from their respective businesses. Generally, the amounts we and/or EchoStar and its other subsidiaries or DISH Network pay for products and services provided under the agreements are based on cost plus a fixed margin (unless noted differently below), which varies depending on the nature of the products and services provided. We and/or EchoStar and its other subsidiaries may also enter into additional agreements with DISH Network in the future. The following is a summary of the transactions and the terms of the underlying principal agreements that have had or may have an impact on our consolidated financial condition and results of operations. Services and Other Revenue — DISH Network The following table presents our Services and other revenue - DISH Network : For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Services and other revenue - DISH Network $ 3,015 $ 4,258 $ 9,620 $ 13,589 The following table presents the related trade accounts receivable: As of September 30, 2023 December 31, 2022 Trade accounts receivable - DISH Network $ 2,097 $ 1,992 Satellite Capacity Leased to DISH Network. Effective January 2008, DISH Network began leasing satellite capacity from us on the EchoStar IX satellite. We terminated the provision of this satellite capacity in December 2022. Telesat Obligation Agreement. In September 2009, we entered into an agreement with Telesat Canada to lease satellite capacity from Telesat Canada on all 32 direct broadcast satellite (“DBS”) transponders on the Nimiq 5 satellite at the 72.7 degree west longitude orbital location (the “Telesat Transponder Agreement”). In September 2009, we entered into an agreement with DISH Network, pursuant to which DISH Network leased satellite capacity from us on all 32 of the DBS transponders covered by the Telesat Transponder Agreement (the “DISH Nimiq 5 Agreement”). Under the terms of the DISH Nimiq 5 Agreement, DISH Network made certain monthly payments to us that commenced in September 2009, when the Nimiq 5 satellite was placed into service. We transferred the Telesat Transponder Agreement to DISH Network in September 2019 as part of the BSS Transaction; however, we retained certain obligations related to DISH Network’s performance under that agreement and we entered into an agreement with DISH Network whereby DISH Network compensates us for retaining such obligations. DBSD North America Agreement. In March 2012, DISH Network completed its acquisition of all of the equity of DBSD North America, Inc. (“DBSD North America”). Prior to DISH Network’s acquisition of DBSD North America and EchoStar’s completion of the Hughes Acquisition, DBSD North America and HNS entered into various agreements pursuant to which we provide, among other things, warranty, operations and maintenance and hosting services of DBSD North America’s gateway and ground-based communications equipment. In December 2017, we and DBSD North America amended these agreements, effective as of January 1, 2018, to reduce certain pricing terms through December 31, 2023 and to modify certain termination provisions. DBSD North America has the right to continue to receive operations and maintenance services from us on a quarter-to-quarter basis, unless terminated by DBSD North America upon at least 120 days’ written notice to us. In February 2019, we further amended these agreements to provide DBSD North America with the right to continue to receive warranty services from us on a month-to-month basis until December 2023, unless terminated by DBSD North America upon at least 21 days’ written notice to us. The provision of hosting services will continue until February 2027 unless terminated by DBSD North America upon at least 180 days’ written notice to us. In addition, DBSD North America generally may terminate any and all such services for convenience, subject to providing us with prior notice and/or payment of termination charges. The price for warranty and operations and maintenance services is only valid until December 31, 2023. As such, if those services are to continue beyond December 31, 2023, DBSD North America and HNS must agree on the price for these services as of January 1, 2024. Hughes Equipment and Services Agreement . In February 2019, we and DISH Network entered into an agreement pursuant to which we will sell to DISH Network our HughesNet Service and HughesNet equipment that has been modified to meet DISH Network’s internet-of-things specifications for the transfer of data to DISH Network’s network operations centers. This agreement has an initial term of five years expiring February 2024 with automatic renewal for successive one-year terms unless terminated by DISH Network with at least 180 days’ written notice to us or by us with at least 365 days’ written notice to DISH Network. Operating Expenses — DISH Network The following table presents our operating expenses related to DISH Network: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating expenses - DISH Network $ 1,154 $ 1,197 $ 3,408 $ 3,401 The following table presents the related trade accounts payable: As of September 30, 2023 December 31, 2022 Trade accounts payable - DISH Network $ 733 $ 567 Amended and Restated Professional Services Agreement . In connection with the Spin-off, EchoStar entered into various agreements with DISH Network including a transition services agreement, satellite procurement agreement and services agreement, all of which expired in January 2010 and were replaced by a professional services agreement (the “Professional Services Agreement”). In January 2010, EchoStar and DISH Network agreed that EchoStar and its subsidiaries shall continue to have the right, but not the obligation, to receive the following services from DISH Network, among others, certain of which were previously provided under a 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, EchoStar and DISH Network agreed that DISH Network would continue to have the right, but not the obligation, to engage EchoStar and its subsidiaries to manage the process of procuring new satellite capacity for DISH Network (previously provided under a satellite procurement agreement), receive logistics, procurement and quality assurance services from EchoStar and its subsidiaries (previously provided under a services agreement) and provide other support services. In connection with the consummation of the Share Exchange, EchoStar and DISH amended and restated the Professional Services Agreement (as amended to date, the “Amended and Restated Professional Services Agreement”) to provide that EchoStar and its subsidiaries and DISH Network shall have the right to receive additional services that either EchoStar and its subsidiaries or DISH Network may require as a result of the Share Exchange, including access to antennas owned by DISH Network for our use in performing TT&C services and maintenance and support services for our antennas (collectively, the “TT&C Antennas”). In September 2019, in connection with the BSS Transaction, EchoStar and DISH further amended the Professional Services Agreement (“Amended and Restated Professional Services Agreement”) to provide that EchoStar and its subsidiaries and DISH Network shall have the right to receive additional services that either EchoStar and its subsidiaries or DISH Network may require as a result of the BSS Transaction and to remove our access to and the maintenance and support services for the TT&C Antennas. A portion of these costs and expenses have been allocated to us in the manner described in Note 10. Related Party Transactions - EchoStar . The term of the Amended and Restated Professional Services Agreement is through January 1, 2024 and renews automatically for successive one-year periods thereafter, unless the agreement is terminated earlier by either party upon at least 60 days’ notice. We or DISH Network may generally terminate the Amended and Restated Professional Services Agreement in part with respect to any particular service it receives for any reason upon at least 30 days’ notice, unless the statement of work for particular services states otherwise. Certain services provided under the Amended and Restated Professional Services Agreement may survive the termination of the agreement. Collocation and Antenna Space Agreements . We and DISH Network entered into an agreement pursuant to which DISH Network provided us with collocation space in El Paso, Texas. This agreement was for an initial period ending in July 2015, and provided us with renewal options for four consecutive three-year terms. We exercised our first renewal option for a period commencing in August 2015 and ending in July 2018, in April 2018 we exercised our second renewal option for a period ending in July 2021, and in May 2021 we exercised our third renewal option for a period ending in July 2024. In connection with the Share Exchange, effective March 2017, we also entered into certain agreements pursuant to which DISH Network provides collocation and antenna space to EchoStar through February 2022 at the following locations: Cheyenne, Wyoming; Gilbert, Arizona; New Braunfels, Texas; Monee, Illinois; Spokane, Washington; and Englewood, Colorado. In October 2019, we provided a termination notice for our New Braunfels, Texas agreement effective May 2020. In November 2020, we provided a termination notice for one of our Englewood, Colorado agreements effective May 2021. In November 2021, we exercised our right to renew the collocation agreements at Gilbert, Arizona, Cheyenne, Wyoming, Spokane, Washington, Englewood, Colorado and Monee, Illinois for a period ending in February 2025. In August 2017, we and DISH Network also entered into certain other agreements pursuant to which DISH Network provides additional collocation and antenna space to us in Monee, Illinois and Spokane, Washington through August 2022. In May 2022, we exercised our right to renew such other agreements at Monee, Illinois and Spokane, Washington through August 2025. Generally, we may renew our collocation and antenna space agreements for three-year periods by providing DISH Network with prior written notice no more than 120 days but no less than 90 days prior to the end of the then-current term. We may terminate certain of these agreements with 60 days’ prior written notice and certain other of these agreements with 180 days’ prior written notice. In September 2019, in connection with the BSS Transaction, we entered into an agreement pursuant to which DISH Network provided us with certain additional collocation space in Cheyenne, Wyoming for a period that ended in September 2020. The fees for the services provided under these agreements depend on the number of racks located at the location. Also in connection with the BSS Transaction, in September 2019, we entered into an agreement pursuant to which DISH Network provides us with antenna space and power in Cheyenne, Wyoming for a period of five years commencing in August 2020, with four three-year renewal terms, with prior written notice of renewal required no more than 120 days but no less than 90 days prior to the end of the then-current term. In March 2021, we entered into additional agreements pursuant to which DISH Network provides us with antenna space and power in Cheyenne, Wyoming, and the right to use an antenna and certain space in Gilbert, Arizona. Both agreements are for a period of five years with four three-year renewal terms, with prior written notice of renewal required no more than 120 days but no less than 90 days prior to the end of the then-current term. Hughes Broadband Master Services Agreement . In conjunction with the launch of our EchoStar XIX satellite, in March 2017, we and DISH Network entered into a master service agreement (the “Hughes Broadband MSA”) pursuant to which DISH Network, among other things: (i) has the right, but not the obligation, to market, promote and solicit orders and upgrades for our Gen 5 HughesNet service and related equipment and other telecommunication services and (ii) installs Gen 5 HughesNet service equipment with respect to activations generated by DISH Network. Under the Hughes Broadband MSA, we and DISH Network make certain payments to each other relating to sales, upgrades, purchases and installation services. The current term of the Hughes Broadband MSA is through March 2024 with automatic renewal for successive one-year terms. Either party has the ability to terminate the Hughes Broadband MSA, in whole or in part, for any reason upon at least 90 days’ notice to the other party. Upon expiration or termination of the Hughes Broadband MSA, we will continue to provide our Gen 5 HughesNet service to subscribers and make certain payments to DISH Network pursuant to the terms and conditions of the Hughes Broadband MSA. We incurred sales incentives and other costs under the Hughes Broadband MSA totaling $0.5 million and $1.8 million for the three months ended September 30, 2023 and 2022, respectively, and $1.4 million and $5.4 million for the nine months ended September 30, 2023 and 2022, respectively. 2019 TT&C Agreement . In September 2019, in connection with the BSS Transaction, we and a subsidiary of EchoStar entered into an agreement pursuant to which DISH Network provides TT&C services to us and EchoStar and its other subsidiaries for a period ending in September 2021, with the option for a subsidiary of EchoStar to renew for a one-year period upon written notice at least 90 days prior to the initial expiration (the “2019 TT&C Agreement”). The fees for services provided under the 2019 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. Any party is able to terminate the 2019 TT&C Agreement for any reason upon 12 months’ notice. We have exercised our option to renew the 2019 TT&C Agreement on several occasions, and its current term expires in September 2024. Referral Marketing Agreement . In June 2021, we and DISH Network entered into an agreement pursuant to which we will pre-qualify prospects contacting Hughes call centers and transfer those prospects to DISH Network for introduction to DISH Network’s video services, for prospects that convert Hughes will receive a commission. This agreement has an indefinite term and may be terminated by either party upon 90 days’ prior written notice. Whidbey Island 5G Network Test Bed Subcontract . In June 2022, we and DISH Wireless entered into a subcontract (“DISH Subcontract”) pursuant to which DISH will provide access and use of a DISH lab, technical support and integration and testing support for the 5G network test bed to be delivered by Hughes to its customer. DISH Wireless additionally has agreed to lease certain licensed wireless spectrum to Hughes in connection with the project. Between June 2022 and October 2023 the scope of the DISH Subcontract has expanded to include additional spectrum leases and construction and related services work at Whidbey Island and the Lualualei Annex. Other Receivables - DISH Network Tax Sharing Agreement. Effective December 2007, EchoStar and DISH Network entered into a tax sharing agreement (the “Tax Sharing Agreement”) in connection with the Spin-off. This agreement governs EchoStar and DISH Network and their respective subsidiaries’ respective rights, responsibilities and obligations after the Spin-off with respect to taxes for the periods ending on or before the Spin-off. Generally, all pre-Spin-off taxes, including any taxes that are incurred as a result of restructuring activities undertaken to implement the Spin-off, are borne by DISH Network and DISH Network indemnifies EchoStar and its subsidiaries for such taxes. However, DISH Network is not liable for and does not indemnify EchoStar or its subsidiaries 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 or its subsidiaries take or fail to take or (iii) any action that EchoStar or its subsidiaries take that is inconsistent with the information and representations furnished to the IRS in connection with the request for the private letter ruling, or to counsel in connection with any opinion being delivered by counsel with respect to the Spin-off or certain related transactions. In such case, EchoStar and its subsidiaries will be solely liable for, and will indemnify DISH Network for any resulting taxes, as well as any losses, claims and expenses. The Tax Sharing Agreement will terminate after the later of the full period of all applicable statutes of limitations, including extensions, or once all rights and obligations are fully effectuated or performed. In light of the Tax Sharing Agreement, among other things, and in connection with EchoStar’s consolidated federal income tax returns for certain tax years prior to and for the year of the Spin-off, in September 2013, EchoStar and DISH Network agreed upon a supplemental allocation of the tax benefits arising from certain tax items resolved in the course of the IRS’s examination of EchoStar’s consolidated tax returns. As a result, DISH Network agreed to pay EchoStar an amount that includes the federal tax benefit DISH received as a result of our operations. In August 2018, EchoStar and DISH Network amended the Tax Sharing Agreement and the 2013 agreements (the “Tax Sharing Amendment”). Under the Tax Sharing Amendment, DISH Network is required to compensate EchoStar for certain past and future excess California research and development tax credits generated by EchoStar and its subsidiaries and used by DISH Network. Master Transaction Agreement. In May 2019, EchoStar and BSS Corp. entered into the Master Transaction Agreement with DISH and Merger Sub with respect to the BSS Transaction. Pursuant to the terms of the Master Transaction Agreement, on September 10, 2019: (i) EchoStar and its subsidiaries and we and our subsidiaries transferred the BSS Business to BSS Corp.; (ii) EchoStar completed the Distribution; and (iii) immediately after the Distribution, (1) BSS Corp. became a wholly-owned subsidiary of DISH such that DISH owns and operates the BSS Business and (2) each issued and outstanding share of BSS Common Stock owned by EchoStar stockholders was converted into the right to receive 0.235 shares of DISH Common Stock. Following the consummation of the BSS Transaction, we no longer operate the BSS Business, which was a substantial portion of our ESS segment. The Master Transaction Agreement contained customary representations and warranties by the parties, including EchoStar’s representations relating to the assets, liabilities and financial condition of the BSS Business, and representations by DISH Network relating to its financial condition and liabilities. EchoStar and DISH Network have agreed to indemnify each other against certain losses with respect to breaches of certain representations and covenants and certain retained and assumed liabilities, respectively. BSS Transaction Tax Matters Agreement. Effective September 2019, in connection with the BSS Transaction, EchoStar, BSS Corp., and DISH entered into a tax matters agreement. This agreement governs certain rights, responsibilities and obligations of EchoStar and its subsidiaries with respect to taxes of the BSS Business transferred pursuant to the BSS Transaction. Generally, EchoStar is responsible for all tax returns and tax liabilities for the BSS Business for periods prior to the BSS Transaction and DISH is responsible for all tax returns and tax liabilities for the BSS Business from and after the BSS Transaction. Both EchoStar and DISH made certain tax-related representations and are subject to various tax-related covenants after the consummation of the BSS Transaction. Both EchoStar and DISH Network have agreed to indemnify each other for certain losses if there is a breach of any the tax representations or violation of any of the tax covenants in the tax matters agreement and that breach or violation results in the failure of the BSS Transaction being treated as a transaction that is tax-free for EchoStar or its stockholders for U.S. federal income tax purposes. In addition, DISH Network has agreed to indemnify EchoStar if the BSS Business is acquired, either directly or indirectly (e.g., via an acquisition of DISH Network), by one or more persons, where either it took an action, or knowingly facilitated, consented to or assisted with an action by its stockholders, that resulted in the failure of the BSS Transaction being treated as a transaction that is tax-free for EchoStar and its stockholders for U.S. federal income tax purposes. This tax matters agreement supplements the Tax Sharing Agreement outlined above and the Share Exchange Tax Matters Agreement outlined below, both of which continue in full force and effect. BSS Transaction Employee Matters Agreement. Effective September 2019, in connection with the BSS Transaction, EchoStar and DISH Network entered into an employee matters agreement that addressed the transfer of employees from us to DISH Network, including certain benefit and compensation matters and the allocation of responsibility for employee related liabilities relating to current and past employees of the BSS Business. DISH Network assumed employee-related liabilities relating to the BSS Business as part of the BSS Transaction, except that EchoStar is responsible for certain pre-BSS Transaction compensation and benefits for employees who transferred to DISH Network in connection with the BSS Transaction. Share Exchange Agreement . In February 2017 EchoStar consummated the Share Exchange, following which EchoStar and certain of its and our subsidiaries no longer operate the transferred EchoStar Technologies businesses and the Tracking Stock was retired and is no longer outstanding and all agreements, arrangements and policy statements with respect to such Tracking Stock terminated and are of no further effect. Pursuant to the Share Exchange Agreement, EchoStar and certain of its and our subsidiaries transferred certain assets, investments in joint ventures, spectrum licenses and real estate properties and DISH Network assumed certain liabilities relating to the transferred assets and businesses. The Share Exchange Agreement contained customary representations and warranties by the parties, including representations by EchoStar related to the transferred assets, assumed liabilities and the financial condition of the transferred businesses. EchoStar and DISH Network also agreed to customary indemnification provisions whereby each party indemnifies the other against certain losses with respect to breaches of representations, warranties or covenants and certain liabilities and if certain actions undertaken by EchoStar or DISH causes the transaction to be taxable to the other party after closing. Hughes Systique Corporation We contract with Hughes Systique Corporation (“Hughes Systique”) for software development services. In addition to our approximately 42% ownership in Hughes Systique, Mr. Pradman Kaul, the former President of our subsidiary Hughes Communications and Vice-Chair of our board of directors (effective January 1, 2023), and his brother, who is the Chief Executive Officer and President of Hughes Systique, own in the aggregate approximately 25%, on an undiluted basis, of Hughes Systique’s outstanding shares as of September 30, 2023. Furthermore, Mr. Pradman Kaul serves on the board of directors of Hughes Systique. Hughes Systique is a variable interest entity and we are considered the primary beneficiary of Hughes Systique due to, among other factors, our ability to direct the activities that most significantly impact the economic performance of Hughes Systique. As a result, we co |
RELATED PARTY TRANSACTIONS - OT
RELATED PARTY TRANSACTIONS - OTHER | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS - OTHER | RELATED PARTY TRANSACTIONS - ECHOSTARThe following is a summary of the transactions and the terms of the underlying principal agreements that have had or may have an impact on our consolidated financial condition and results of operations. Shared Corporate Services. We and EchoStar, including EchoStar’s other subsidiaries, have agreed that we shall each have the right, but not the obligation, to receive from the other certain shared corporate services, including among other things: treasury, tax, accounting and reporting, risk management, cybersecurity, legal, internal audit, human resources, and information technology. These shared corporate services are generally provided at cost. We and EchoStar, including EchoStar’s other subsidiaries, may each terminate a particular shared corporate service for any reason upon at least 30 days’ notice. We recorded these expenses within Operating expenses - EchoStar. Real Estate. We occupy certain office space in buildings owned or leased by EchoStar and its other subsidiaries and pay a portion of the taxes, insurance, utilities and maintenance of the premises in accordance with the percentage of the space we occupy. We recorded these expenses within Operating expenses - EchoStar. Operating Expenses — EchoStar The following table presents our operating expenses from EchoStar: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating expenses - EchoStar $ 17,167 $ 19,586 $ 58,314 $ 54,945 Receivables. EchoStar and its other subsidiaries reimburse us from time to time for amounts paid by us for costs and expenses attributable to EchoStar and its other subsidiaries. We report receivables under these arrangements within Related party receivables - EchoStar - current. No repayment schedule for these receivables has been determined. EchoStar Mobile Limited Service Agreements. We provide services and lease equipment to support the business of EchoStar Mobile Limited, a subsidiary of EchoStar that is licensed by the EU to provide mobile satellite services and complementary ground component services covering the entire EU using S-band spectrum. Generally, the amounts EchoStar’s other subsidiaries pay for these services are based on cost plus a fixed margin. We recorded revenue in Services and other revenue of $1.1 million and $5.0 million for the three months ended September 30, 2023, and 2022, respectively, and $3.4 million and $15.0 million for the nine months ended September 30, 2023 and 2022, respectively, related to these services. Additionally, we have converted the receivables for certain of these services into loans, bearing an annual interest rate of 5%. We report these loans within Related party receivables - EchoStar - non-current. The following table presents the corresponding related party receivables: As of September 30, 2023 December 31, 2022 Related party receivables - EchoStar - current $ 95,767 $ 112,985 Related party receivables - EchoStar - non-current 58,048 55,834 Total related party receivables - EchoStar $ 153,815 $ 168,819 Payables. We reimburse EchoStar and its other subsidiaries from time to time for amounts paid by EchoStar and its other subsidiaries for costs and expenses attributable to us. We report payables under these arrangements within Related party payables - EchoStar - current. No repayment schedule for these payables has been determined. Cash Advances. EchoStar and certain of its other subsidiaries have also provided cash advances to certain of our foreign subsidiaries to fund certain expenditures pursuant to loan agreements that mature in 2023. Advances under these agreements bear interest at annual rates based on the one-year Secured Overnight Financing Rate plus 65 basis points. We report amounts payable under these agreements within Related party payables - EchoStar - non-current. The following table presents the corresponding related party payables: As of September 30, 2023 December 31, 2022 Related party payables - EchoStar - current $ 236,928 $ 216,504 Related party payables - EchoStar - non-current 23,287 23,423 Total related party payables - EchoStar $ 260,215 $ 239,927 Construction Management Services for EchoStar XXIV satellite. In August 2017, a subsidiary of EchoStar entered into a contract with Maxar Space, LLC (formerly Space Systems/Loral, LLC), for the design and construction of the EchoStar XXIV satellite, a new, next-generation, high throughput geostationary satellite. We provide construction management services to EchoStar’s subsidiary for the construction of the EchoStar XXIV satellite. We charged EchoStar’s subsidiary and reduced our operating expenses by the costs of such services of $0.4 million and $0.5 million for the three months ended September 30, 2023 and 2022 respectively, and $1.4 million and $1.2 million for the nine months ended September 30, 2023 and 2022, respectively. Overview EchoStar and DISH have operated as separate publicly-traded companies since 2008 (the “Spin-off”) A substantial majority of the voting power of the shares of each of EchoStar and DISH is owned beneficially by Charles W. Ergen, our Chairman, and by certain entities established for the benefit of his family. See Note 1 - Organization and Business Activities and Note 17 - Subsequent Events for further details on the proposed merger with DIS H. In January 2017, EchoStar and certain of its subsidiaries entered into a share exchange agreement (the “Share Exchange Agreement”) with DISH and certain of its subsidiaries pursuant to which, in February 2017, we received all of the shares of preferred tracking stock previously issued by us and one of our subsidiaries (the “Tracking Stock”), representing an 80% economic interest in the residential retail satellite broadband business of our Hughes segment, in exchange for 100% of the equity interests of certain EchoStar subsidiaries that held substantially all of our EchoStar Technologies businesses and certain other assets (collectively, the “Share Exchange”). The Tracking Stock was retired in March 2017. In September 2019, pursuant to a master transaction agreement (the “Master Transaction Agreement”) with DISH and a wholly-owned subsidiary of DISH (“DISH Merger Sub”), (i) we transferred certain real property and the various businesses, products, licenses, technology, revenues, billings, operating activities, assets and liabilities primarily related to the former portion of our ESS segment that managed, marketed and provided (1) broadcast satellite services primarily to DISH Network and our former joint venture Dish Mexico, S. de R.L. de C.V. and its subsidiaries (“Dish Mexico”), and (2) telemetry, tracking and control (“TT&C”) services for satellites owned by DISH Network and a portion of our other businesses (collectively, the “BSS Business”) to one of our former subsidiaries, EchoStar BSS Corporation (“BSS Corp.”), (ii) we distributed to each holder of shares of our Class A or Class B common stock entitled to receive consideration in the transaction an amount of shares of common stock of BSS Corp., par value $0.001 per share (“BSS Common Stock”), equal to one share of BSS Common Stock for each share of our Class A or Class B common stock owned by such stockholder (the “Distribution”); and (iii) immediately after the Distribution, (1) DISH Merger Sub merged with and into BSS Corp. (the “BSS Merger”), such that BSS Corp. became a wholly-owned subsidiary of DISH and with DISH then owning and operating the BSS Business, and (2) each issued and outstanding share of BSS Common Stock owned by EchoStar stockholders was converted into the right to receive 0.235 shares of DISH Class A common stock, par value $0.001 per share ((i) - (iii) collectively, the “BSS Transaction”). In connection with and following the Spin-off, the Share Exchange and the BSS Transaction, EchoStar, we and certain other of EchoStar’s subsidiaries and DISH Network entered into certain agreements pursuant to which we, EchoStar and certain of its other subsidiaries, on the one hand, obtain certain products, services and rights from DISH Network, on the other hand; DISH Network, on the one hand, obtains certain products, services and rights from us, EchoStar and certain of its other subsidiaries, on the other hand; and such entities indemnify each other against certain liabilities arising from their respective businesses. Generally, the amounts we and/or EchoStar and its other subsidiaries or DISH Network pay for products and services provided under the agreements are based on cost plus a fixed margin (unless noted differently below), which varies depending on the nature of the products and services provided. We and/or EchoStar and its other subsidiaries may also enter into additional agreements with DISH Network in the future. The following is a summary of the transactions and the terms of the underlying principal agreements that have had or may have an impact on our consolidated financial condition and results of operations. Services and Other Revenue — DISH Network The following table presents our Services and other revenue - DISH Network : For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Services and other revenue - DISH Network $ 3,015 $ 4,258 $ 9,620 $ 13,589 The following table presents the related trade accounts receivable: As of September 30, 2023 December 31, 2022 Trade accounts receivable - DISH Network $ 2,097 $ 1,992 Satellite Capacity Leased to DISH Network. Effective January 2008, DISH Network began leasing satellite capacity from us on the EchoStar IX satellite. We terminated the provision of this satellite capacity in December 2022. Telesat Obligation Agreement. In September 2009, we entered into an agreement with Telesat Canada to lease satellite capacity from Telesat Canada on all 32 direct broadcast satellite (“DBS”) transponders on the Nimiq 5 satellite at the 72.7 degree west longitude orbital location (the “Telesat Transponder Agreement”). In September 2009, we entered into an agreement with DISH Network, pursuant to which DISH Network leased satellite capacity from us on all 32 of the DBS transponders covered by the Telesat Transponder Agreement (the “DISH Nimiq 5 Agreement”). Under the terms of the DISH Nimiq 5 Agreement, DISH Network made certain monthly payments to us that commenced in September 2009, when the Nimiq 5 satellite was placed into service. We transferred the Telesat Transponder Agreement to DISH Network in September 2019 as part of the BSS Transaction; however, we retained certain obligations related to DISH Network’s performance under that agreement and we entered into an agreement with DISH Network whereby DISH Network compensates us for retaining such obligations. DBSD North America Agreement. In March 2012, DISH Network completed its acquisition of all of the equity of DBSD North America, Inc. (“DBSD North America”). Prior to DISH Network’s acquisition of DBSD North America and EchoStar’s completion of the Hughes Acquisition, DBSD North America and HNS entered into various agreements pursuant to which we provide, among other things, warranty, operations and maintenance and hosting services of DBSD North America’s gateway and ground-based communications equipment. In December 2017, we and DBSD North America amended these agreements, effective as of January 1, 2018, to reduce certain pricing terms through December 31, 2023 and to modify certain termination provisions. DBSD North America has the right to continue to receive operations and maintenance services from us on a quarter-to-quarter basis, unless terminated by DBSD North America upon at least 120 days’ written notice to us. In February 2019, we further amended these agreements to provide DBSD North America with the right to continue to receive warranty services from us on a month-to-month basis until December 2023, unless terminated by DBSD North America upon at least 21 days’ written notice to us. The provision of hosting services will continue until February 2027 unless terminated by DBSD North America upon at least 180 days’ written notice to us. In addition, DBSD North America generally may terminate any and all such services for convenience, subject to providing us with prior notice and/or payment of termination charges. The price for warranty and operations and maintenance services is only valid until December 31, 2023. As such, if those services are to continue beyond December 31, 2023, DBSD North America and HNS must agree on the price for these services as of January 1, 2024. Hughes Equipment and Services Agreement . In February 2019, we and DISH Network entered into an agreement pursuant to which we will sell to DISH Network our HughesNet Service and HughesNet equipment that has been modified to meet DISH Network’s internet-of-things specifications for the transfer of data to DISH Network’s network operations centers. This agreement has an initial term of five years expiring February 2024 with automatic renewal for successive one-year terms unless terminated by DISH Network with at least 180 days’ written notice to us or by us with at least 365 days’ written notice to DISH Network. Operating Expenses — DISH Network The following table presents our operating expenses related to DISH Network: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating expenses - DISH Network $ 1,154 $ 1,197 $ 3,408 $ 3,401 The following table presents the related trade accounts payable: As of September 30, 2023 December 31, 2022 Trade accounts payable - DISH Network $ 733 $ 567 Amended and Restated Professional Services Agreement . In connection with the Spin-off, EchoStar entered into various agreements with DISH Network including a transition services agreement, satellite procurement agreement and services agreement, all of which expired in January 2010 and were replaced by a professional services agreement (the “Professional Services Agreement”). In January 2010, EchoStar and DISH Network agreed that EchoStar and its subsidiaries shall continue to have the right, but not the obligation, to receive the following services from DISH Network, among others, certain of which were previously provided under a 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, EchoStar and DISH Network agreed that DISH Network would continue to have the right, but not the obligation, to engage EchoStar and its subsidiaries to manage the process of procuring new satellite capacity for DISH Network (previously provided under a satellite procurement agreement), receive logistics, procurement and quality assurance services from EchoStar and its subsidiaries (previously provided under a services agreement) and provide other support services. In connection with the consummation of the Share Exchange, EchoStar and DISH amended and restated the Professional Services Agreement (as amended to date, the “Amended and Restated Professional Services Agreement”) to provide that EchoStar and its subsidiaries and DISH Network shall have the right to receive additional services that either EchoStar and its subsidiaries or DISH Network may require as a result of the Share Exchange, including access to antennas owned by DISH Network for our use in performing TT&C services and maintenance and support services for our antennas (collectively, the “TT&C Antennas”). In September 2019, in connection with the BSS Transaction, EchoStar and DISH further amended the Professional Services Agreement (“Amended and Restated Professional Services Agreement”) to provide that EchoStar and its subsidiaries and DISH Network shall have the right to receive additional services that either EchoStar and its subsidiaries or DISH Network may require as a result of the BSS Transaction and to remove our access to and the maintenance and support services for the TT&C Antennas. A portion of these costs and expenses have been allocated to us in the manner described in Note 10. Related Party Transactions - EchoStar . The term of the Amended and Restated Professional Services Agreement is through January 1, 2024 and renews automatically for successive one-year periods thereafter, unless the agreement is terminated earlier by either party upon at least 60 days’ notice. We or DISH Network may generally terminate the Amended and Restated Professional Services Agreement in part with respect to any particular service it receives for any reason upon at least 30 days’ notice, unless the statement of work for particular services states otherwise. Certain services provided under the Amended and Restated Professional Services Agreement may survive the termination of the agreement. Collocation and Antenna Space Agreements . We and DISH Network entered into an agreement pursuant to which DISH Network provided us with collocation space in El Paso, Texas. This agreement was for an initial period ending in July 2015, and provided us with renewal options for four consecutive three-year terms. We exercised our first renewal option for a period commencing in August 2015 and ending in July 2018, in April 2018 we exercised our second renewal option for a period ending in July 2021, and in May 2021 we exercised our third renewal option for a period ending in July 2024. In connection with the Share Exchange, effective March 2017, we also entered into certain agreements pursuant to which DISH Network provides collocation and antenna space to EchoStar through February 2022 at the following locations: Cheyenne, Wyoming; Gilbert, Arizona; New Braunfels, Texas; Monee, Illinois; Spokane, Washington; and Englewood, Colorado. In October 2019, we provided a termination notice for our New Braunfels, Texas agreement effective May 2020. In November 2020, we provided a termination notice for one of our Englewood, Colorado agreements effective May 2021. In November 2021, we exercised our right to renew the collocation agreements at Gilbert, Arizona, Cheyenne, Wyoming, Spokane, Washington, Englewood, Colorado and Monee, Illinois for a period ending in February 2025. In August 2017, we and DISH Network also entered into certain other agreements pursuant to which DISH Network provides additional collocation and antenna space to us in Monee, Illinois and Spokane, Washington through August 2022. In May 2022, we exercised our right to renew such other agreements at Monee, Illinois and Spokane, Washington through August 2025. Generally, we may renew our collocation and antenna space agreements for three-year periods by providing DISH Network with prior written notice no more than 120 days but no less than 90 days prior to the end of the then-current term. We may terminate certain of these agreements with 60 days’ prior written notice and certain other of these agreements with 180 days’ prior written notice. In September 2019, in connection with the BSS Transaction, we entered into an agreement pursuant to which DISH Network provided us with certain additional collocation space in Cheyenne, Wyoming for a period that ended in September 2020. The fees for the services provided under these agreements depend on the number of racks located at the location. Also in connection with the BSS Transaction, in September 2019, we entered into an agreement pursuant to which DISH Network provides us with antenna space and power in Cheyenne, Wyoming for a period of five years commencing in August 2020, with four three-year renewal terms, with prior written notice of renewal required no more than 120 days but no less than 90 days prior to the end of the then-current term. In March 2021, we entered into additional agreements pursuant to which DISH Network provides us with antenna space and power in Cheyenne, Wyoming, and the right to use an antenna and certain space in Gilbert, Arizona. Both agreements are for a period of five years with four three-year renewal terms, with prior written notice of renewal required no more than 120 days but no less than 90 days prior to the end of the then-current term. Hughes Broadband Master Services Agreement . In conjunction with the launch of our EchoStar XIX satellite, in March 2017, we and DISH Network entered into a master service agreement (the “Hughes Broadband MSA”) pursuant to which DISH Network, among other things: (i) has the right, but not the obligation, to market, promote and solicit orders and upgrades for our Gen 5 HughesNet service and related equipment and other telecommunication services and (ii) installs Gen 5 HughesNet service equipment with respect to activations generated by DISH Network. Under the Hughes Broadband MSA, we and DISH Network make certain payments to each other relating to sales, upgrades, purchases and installation services. The current term of the Hughes Broadband MSA is through March 2024 with automatic renewal for successive one-year terms. Either party has the ability to terminate the Hughes Broadband MSA, in whole or in part, for any reason upon at least 90 days’ notice to the other party. Upon expiration or termination of the Hughes Broadband MSA, we will continue to provide our Gen 5 HughesNet service to subscribers and make certain payments to DISH Network pursuant to the terms and conditions of the Hughes Broadband MSA. We incurred sales incentives and other costs under the Hughes Broadband MSA totaling $0.5 million and $1.8 million for the three months ended September 30, 2023 and 2022, respectively, and $1.4 million and $5.4 million for the nine months ended September 30, 2023 and 2022, respectively. 2019 TT&C Agreement . In September 2019, in connection with the BSS Transaction, we and a subsidiary of EchoStar entered into an agreement pursuant to which DISH Network provides TT&C services to us and EchoStar and its other subsidiaries for a period ending in September 2021, with the option for a subsidiary of EchoStar to renew for a one-year period upon written notice at least 90 days prior to the initial expiration (the “2019 TT&C Agreement”). The fees for services provided under the 2019 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. Any party is able to terminate the 2019 TT&C Agreement for any reason upon 12 months’ notice. We have exercised our option to renew the 2019 TT&C Agreement on several occasions, and its current term expires in September 2024. Referral Marketing Agreement . In June 2021, we and DISH Network entered into an agreement pursuant to which we will pre-qualify prospects contacting Hughes call centers and transfer those prospects to DISH Network for introduction to DISH Network’s video services, for prospects that convert Hughes will receive a commission. This agreement has an indefinite term and may be terminated by either party upon 90 days’ prior written notice. Whidbey Island 5G Network Test Bed Subcontract . In June 2022, we and DISH Wireless entered into a subcontract (“DISH Subcontract”) pursuant to which DISH will provide access and use of a DISH lab, technical support and integration and testing support for the 5G network test bed to be delivered by Hughes to its customer. DISH Wireless additionally has agreed to lease certain licensed wireless spectrum to Hughes in connection with the project. Between June 2022 and October 2023 the scope of the DISH Subcontract has expanded to include additional spectrum leases and construction and related services work at Whidbey Island and the Lualualei Annex. Other Receivables - DISH Network Tax Sharing Agreement. Effective December 2007, EchoStar and DISH Network entered into a tax sharing agreement (the “Tax Sharing Agreement”) in connection with the Spin-off. This agreement governs EchoStar and DISH Network and their respective subsidiaries’ respective rights, responsibilities and obligations after the Spin-off with respect to taxes for the periods ending on or before the Spin-off. Generally, all pre-Spin-off taxes, including any taxes that are incurred as a result of restructuring activities undertaken to implement the Spin-off, are borne by DISH Network and DISH Network indemnifies EchoStar and its subsidiaries for such taxes. However, DISH Network is not liable for and does not indemnify EchoStar or its subsidiaries 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 or its subsidiaries take or fail to take or (iii) any action that EchoStar or its subsidiaries take that is inconsistent with the information and representations furnished to the IRS in connection with the request for the private letter ruling, or to counsel in connection with any opinion being delivered by counsel with respect to the Spin-off or certain related transactions. In such case, EchoStar and its subsidiaries will be solely liable for, and will indemnify DISH Network for any resulting taxes, as well as any losses, claims and expenses. The Tax Sharing Agreement will terminate after the later of the full period of all applicable statutes of limitations, including extensions, or once all rights and obligations are fully effectuated or performed. In light of the Tax Sharing Agreement, among other things, and in connection with EchoStar’s consolidated federal income tax returns for certain tax years prior to and for the year of the Spin-off, in September 2013, EchoStar and DISH Network agreed upon a supplemental allocation of the tax benefits arising from certain tax items resolved in the course of the IRS’s examination of EchoStar’s consolidated tax returns. As a result, DISH Network agreed to pay EchoStar an amount that includes the federal tax benefit DISH received as a result of our operations. In August 2018, EchoStar and DISH Network amended the Tax Sharing Agreement and the 2013 agreements (the “Tax Sharing Amendment”). Under the Tax Sharing Amendment, DISH Network is required to compensate EchoStar for certain past and future excess California research and development tax credits generated by EchoStar and its subsidiaries and used by DISH Network. Master Transaction Agreement. In May 2019, EchoStar and BSS Corp. entered into the Master Transaction Agreement with DISH and Merger Sub with respect to the BSS Transaction. Pursuant to the terms of the Master Transaction Agreement, on September 10, 2019: (i) EchoStar and its subsidiaries and we and our subsidiaries transferred the BSS Business to BSS Corp.; (ii) EchoStar completed the Distribution; and (iii) immediately after the Distribution, (1) BSS Corp. became a wholly-owned subsidiary of DISH such that DISH owns and operates the BSS Business and (2) each issued and outstanding share of BSS Common Stock owned by EchoStar stockholders was converted into the right to receive 0.235 shares of DISH Common Stock. Following the consummation of the BSS Transaction, we no longer operate the BSS Business, which was a substantial portion of our ESS segment. The Master Transaction Agreement contained customary representations and warranties by the parties, including EchoStar’s representations relating to the assets, liabilities and financial condition of the BSS Business, and representations by DISH Network relating to its financial condition and liabilities. EchoStar and DISH Network have agreed to indemnify each other against certain losses with respect to breaches of certain representations and covenants and certain retained and assumed liabilities, respectively. BSS Transaction Tax Matters Agreement. Effective September 2019, in connection with the BSS Transaction, EchoStar, BSS Corp., and DISH entered into a tax matters agreement. This agreement governs certain rights, responsibilities and obligations of EchoStar and its subsidiaries with respect to taxes of the BSS Business transferred pursuant to the BSS Transaction. Generally, EchoStar is responsible for all tax returns and tax liabilities for the BSS Business for periods prior to the BSS Transaction and DISH is responsible for all tax returns and tax liabilities for the BSS Business from and after the BSS Transaction. Both EchoStar and DISH made certain tax-related representations and are subject to various tax-related covenants after the consummation of the BSS Transaction. Both EchoStar and DISH Network have agreed to indemnify each other for certain losses if there is a breach of any the tax representations or violation of any of the tax covenants in the tax matters agreement and that breach or violation results in the failure of the BSS Transaction being treated as a transaction that is tax-free for EchoStar or its stockholders for U.S. federal income tax purposes. In addition, DISH Network has agreed to indemnify EchoStar if the BSS Business is acquired, either directly or indirectly (e.g., via an acquisition of DISH Network), by one or more persons, where either it took an action, or knowingly facilitated, consented to or assisted with an action by its stockholders, that resulted in the failure of the BSS Transaction being treated as a transaction that is tax-free for EchoStar and its stockholders for U.S. federal income tax purposes. This tax matters agreement supplements the Tax Sharing Agreement outlined above and the Share Exchange Tax Matters Agreement outlined below, both of which continue in full force and effect. BSS Transaction Employee Matters Agreement. Effective September 2019, in connection with the BSS Transaction, EchoStar and DISH Network entered into an employee matters agreement that addressed the transfer of employees from us to DISH Network, including certain benefit and compensation matters and the allocation of responsibility for employee related liabilities relating to current and past employees of the BSS Business. DISH Network assumed employee-related liabilities relating to the BSS Business as part of the BSS Transaction, except that EchoStar is responsible for certain pre-BSS Transaction compensation and benefits for employees who transferred to DISH Network in connection with the BSS Transaction. Share Exchange Agreement . In February 2017 EchoStar consummated the Share Exchange, following which EchoStar and certain of its and our subsidiaries no longer operate the transferred EchoStar Technologies businesses and the Tracking Stock was retired and is no longer outstanding and all agreements, arrangements and policy statements with respect to such Tracking Stock terminated and are of no further effect. Pursuant to the Share Exchange Agreement, EchoStar and certain of its and our subsidiaries transferred certain assets, investments in joint ventures, spectrum licenses and real estate properties and DISH Network assumed certain liabilities relating to the transferred assets and businesses. The Share Exchange Agreement contained customary representations and warranties by the parties, including representations by EchoStar related to the transferred assets, assumed liabilities and the financial condition of the transferred businesses. EchoStar and DISH Network also agreed to customary indemnification provisions whereby each party indemnifies the other against certain losses with respect to breaches of representations, warranties or covenants and certain liabilities and if certain actions undertaken by EchoStar or DISH causes the transaction to be taxable to the other party after closing. Hughes Systique Corporation We contract with Hughes Systique Corporation (“Hughes Systique”) for software development services. In addition to our approximately 42% ownership in Hughes Systique, Mr. Pradman Kaul, the former President of our subsidiary Hughes Communications and Vice-Chair of our board of directors (effective January 1, 2023), and his brother, who is the Chief Executive Officer and President of Hughes Systique, own in the aggregate approximately 25%, on an undiluted basis, of Hughes Systique’s outstanding shares as of September 30, 2023. Furthermore, Mr. Pradman Kaul serves on the board of directors of Hughes Systique. Hughes Systique is a variable interest entity and we are considered the primary beneficiary of Hughes Systique due to, among other factors, our ability to direct the activities that most significantly impact the economic performance of Hughes Systique. As a result, we co |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES Patents and Intellectual Property Many entities, including some of our competitors, have, or may have in the future, patents and other intellectual property rights that cover or affect products or services directly or indirectly related to those that we offer. We may not be aware of all patents and other intellectual property rights that our products and services may potentially infringe. Damages in patent infringement cases can be substantial, and in certain circumstances can be tripled. Further, we cannot estimate the extent to which we may be required in the future to obtain licenses with respect to intellectual property rights held by others and the availability and cost of any such licenses. Various parties have asserted patent and other intellectual property rights with respect to our products and services. We cannot be certain that these parties do not own the rights they claim, that these rights are not valid or that our products and services do not infringe on these rights. Further, we cannot be certain that we would be able to obtain licenses from these parties on commercially reasonable terms or, if we were unable to obtain such licenses, that we would be able to redesign our products and services to avoid infringement. Litigation We are involved in a number of legal proceedings concerning matters arising in connection with the conduct of our business activities. Many of these proceedings are at preliminary stages and/or seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable and to determine if accruals are appropriate. We record an accrual for litigation and other loss contingencies when we determine that a loss is probable, and the amount of the loss can be reasonably estimated. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made. There can be no assurance that legal proceedings against us will be resolved in amounts that will not differ from the amounts of our recorded accruals. Legal fees and other costs of defending legal proceedings are charged to selling, general and administrative expense as incurred. For certain proceedings, management is unable to predict with any degree of certainty the outcome or provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons: (i) the proceedings are in various stages; (ii) damages have not been sought or specified; (iii) damages are unsupported, indeterminate and/or exaggerated in management’s opinion; (iv) there is uncertainty as to the outcome of pending trials, appeals, motions or other proceedings; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories to be presented or a large number of parties are involved (as with many patent-related cases). Except as described below, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material effect on our financial condition, operating results or cash flows, though there is no assurance that the resolution and outcomes of these proceedings, individually or in the aggregate, will not be material to our financial condition, operating results or cash flows for any particular period, depending, in part, upon the operating results for such period. We intend to vigorously defend the proceedings against us. In the event that a court, tribunal, other body or jury ultimately rules against us, we may be subject to adverse consequences, including, without limitation, substantial damages, which may include treble damages, fines, penalties, compensatory damages and/or other equitable or injunctive relief that could require us to materially modify our business operations or certain products or services that we offer to our consumers. License Fee Dispute with Government of India, Department of Telecommunications In 1994, the Government of India promulgated a “National Telecommunications Policy” under which the government liberalized the telecommunications sector and required telecommunications service providers to pay fixed license fees. Pursuant to this policy, our subsidiary Hughes Communications India Private Limited (“HCIPL”), formerly known as Hughes Escorts Communications Limited, obtained a license to operate a data network over satellite using VSAT systems. In 2002, HCIPL’s license was amended pursuant to a new government policy that was first established in 1999. The new policy eliminated the fixed license fees and instead required each telecommunications service provider to pay license fees based on its adjusted gross revenue (“AGR”). In March 2005, the Indian Department of Telecommunications (“DOT”) notified HCIPL that, based on its review of HCIPL’s audited accounts and AGR statements, HCIPL must pay additional license fees and penalties and interest on such fees and penalties. HCIPL responded that the DOT had improperly calculated its AGR by including revenue from licensed and unlicensed activities. The DOT rejected this explanation and in 2006, HCIPL filed a petition with an administrative tribunal (the “Tribunal”), challenging the DOT’s calculation of its AGR. The DOT also issued license fee assessments to other telecommunications service providers and a number of similar petitions were filed by several other such providers with the Tribunal. These petitions were amended, consolidated, remanded and re-appealed several times. On April 23, 2015, the Tribunal issued a judgment affirming the DOT’s calculation of AGR for the telecommunications service providers but reversing the DOT’s imposition of interest, penalties and interest on such penalties as excessive. Over subsequent years, the DOT and HCIPL and other telecommunications service providers, respectively, filed several appeals of the Tribunal’s ruling. On October 24, 2019, the Supreme Court of India (“Supreme Court”) issued an order (the “October 2019 Order”) affirming the license fee assessments imposed by the DOT, including its imposition of interest, penalties and interest on the penalties, but without indicating the amount HCIPL is required to pay the DOT, and ordering payment by January 23, 2020. On November 23, 2019, HCIPL and other telecommunication service providers filed a petition asking the Supreme Court to reconsider the October 2019 Order. The petition was denied on January 20, 2020. On January 22, 2020, HCIPL and other telecommunication service providers filed an application requesting that the Supreme Court modify the October 2019 Order to permit the DOT to calculate the final amount due and extend HCIPL’s and the other telecommunication service providers’ payment deadline. On February 14, 2020, the Supreme Court directed HCIPL and the other telecommunication service providers to explain why the Supreme Court should not initiate contempt proceedings for failure to pay the amounts due. During a hearing on March 18, 2020, the Supreme Court ordered that all amounts that were due before the October 2019 Order must be paid, including interest, penalties and interest on the penalties. The Supreme Court also ordered that the parties appear for a further hearing addressing, potentially among other things, a proposal by the DOT to allow for extended or deferred payments of amounts due. On June 11, 2020, the Supreme Court ordered HCIPL and the other telecommunication service providers to submit affidavits addressing the proposal made by the DOT to extend the time frame for payment of the amounts owed and for HCIPL and the other telecommunication providers to provide security for such payments. On September 1, 2020, the Supreme Court issued a judgment permitting a 10-year payment schedule. Under this payment schedule, HCIPL is required to make an annual payment every March 31, through 2031. Following the Supreme Court of India’s October 2019 judgment, HCIPL made payments during the first quarter of 2020, and additional payments on each March 31 thereafter. Pursuant to the Contribution and Membership Interest Purchase Agreement (the “Purchase Agreement”) dated December 3, 2004 between The DirecTV Group, Inc. ("DirecTV") and certain other entities relating to the spinoff by DirecTV of certain of its subsidiaries, including HCIPL, DirecTV undertook indemnification obligations to HCIPL, and HCIPL has pursued indemnification claims against DirecTV under the Purchase Agreement in connection with the license fees assessed in this proceeding. On June 22, 2023, the United States Court of Appeals for the Second Circuit ruled that, under the Purchase Agreement, HCIPL, is entitled to indemnification from DirecTV, with the amount of indemnification to be determined in further proceedings before the district court in New York. The following table presents the components of the accrual: As of September 30, 2023 December 31, 2022 Additional license fees $ 3,411 $ 3,425 Penalties 3,501 3,516 Interest and interest on penalties 81,592 78,327 Less: Payments (27,855) (17,785) Total accrual 60,649 67,483 Less: Current portion 10,147 10,191 Total long-term accrual $ 50,502 $ 57,292 Any eventual payments made with respect to the ultimate outcome of this matter may be different from our accrual and such differences could be significant. Other In addition to the above actions, we are subject to various other legal proceedings and claims, which arise in the ordinary course of business. As part of our ongoing operations, we are subject to various inspections, audits, inquiries, investigations and similar actions by third parties, as well as by governmental/regulatory authorities responsible for enforcing the laws and regulations to which we may be subject. Further, under the federal False Claims Act, private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the federal government. Some states have adopted similar state whistleblower and false claims provisions. In addition, we from time to time receive inquiries from federal, state and foreign agencies regarding compliance with various laws and regulations. In our opinion, the amount of ultimate liability with respect to any of these other actions is unlikely to materially affect our financial position, results of operations or cash flows, though the resolutions and outcomes, individually or in the aggregate, could be material to our financial position, operating results or cash flows for any particular period, depending, in part, upon the operating results for such period. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Business segments are components of an enterprise for which separate financial information is available and regularly evaluated by our chief operating decision maker (“CODM”), who is our Chief Executive Officer. We operate in two business segments: Hughes segment and ESS segment. The primary measure of segment profitability that is reported regularly to our CODM is earnings before interest, taxes, depreciation and amortization, and net income (loss) attributable to non-controlling interests (“EBITDA”). Total assets by segment have not been reported herein because the information is not provided to our CODM on a regular basis. The following table presents total revenue, capital expenditures and EBITDA for each of our business segments: Hughes ESS Corporate Consolidated For the three months ended September 30, 2023 External revenue $ 404,209 $ 5,873 $ 1,123 $ 411,205 Intersegment revenue — 573 (573) — Total revenue $ 404,209 $ 6,446 $ 550 $ 411,205 Capital expenditures $ 51,214 $ 130 $ — $ 51,344 EBITDA $ 142,204 $ 4,868 $ (15,638) $ 131,434 For the three months ended September 30, 2022 External revenue $ 489,565 $ 4,588 $ 5,013 $ 499,166 Intersegment revenue — 393 (393) — Total revenue $ 489,565 $ 4,981 $ 4,620 $ 499,166 Capital expenditures $ 50,783 $ — $ — $ 50,783 EBITDA $ 175,011 $ 3,446 $ (12,552) $ 165,905 Hughes ESS Corporate Consolidated For the nine months ended September 30, 2023 External revenue $ 1,279,739 $ 16,940 $ 3,388 $ 1,300,067 Intersegment revenue — 1,623 (1,623) — Total revenue $ 1,279,739 $ 18,563 $ 1,765 $ 1,300,067 Capital expenditures $ 142,189 $ 130 $ — $ 142,319 EBITDA $ 440,435 $ 14,085 $ (54,483) $ 400,037 For the nine months ended September 30, 2022 External revenue $ 1,475,512 $ 13,366 $ 15,029 $ 1,503,907 Intersegment revenue — 939 (939) — Total revenue $ 1,475,512 $ 14,305 $ 14,090 $ 1,503,907 Capital expenditures $ 176,665 $ — $ — $ 176,665 EBITDA $ 546,109 $ 9,658 $ (34,638) $ 521,129 The following table reconciles Income (loss) before income taxes in the Consolidated Statements of Operations to EBITDA: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Income (loss) before income taxes 32,862 $ 45,497 95,969 131,382 Interest income, net (22,807) (8,881) (60,911) (15,440) Interest expense, net of amounts capitalized 22,037 22,787 66,770 69,261 Depreciation and amortization 96,630 103,648 292,204 327,190 Net loss (income) attributable to non-controlling interests 2,712 2,854 6,005 8,736 EBITDA $ 131,434 $ 165,905 $ 400,037 $ 521,129 |
SUPPLEMENTAL FINANCIAL INFORMAT
SUPPLEMENTAL FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTAL FINANCIAL INFORMATION | SUPPLEMENTAL FINANCIAL INFORMATION Other Current Assets, Net and Other Non-current Assets, Net The following table presents the components of Other current assets, net and Other non-current assets, net: As of September 30, 2023 December 31, 2022 Other current assets, net: Inventory 167,181 123,006 Related party receivables - EchoStar $ 95,767 $ 112,985 Prepaids and deposits 24,792 23,948 Trade accounts receivable - DISH Network 2,097 1,992 Other, net 14,135 13,271 Total other current assets $ 303,972 $ 275,202 Other non-current assets, net: Capitalized software, net $ 117,473 $ 116,844 Related party receivables - EchoStar 58,048 55,834 Contract acquisition costs, net 53,114 64,447 Deferred tax assets, net 8,766 7,822 Restricted cash 1,335 1,341 Contract fulfillment costs, net 1,780 1,931 Other receivables, net 33,517 15,249 Other, net 21,800 22,409 Total other non-current assets, net $ 295,833 $ 285,877 Inventory The following table presents the components of inventory: As of September 30, 2023 December 31, 2022 Raw materials $ 40,227 $ 32,920 Work-in-process 25,316 16,408 Finished goods 101,638 73,678 Total inventory $ 167,181 $ 123,006 Accrued Expenses and Other Current Liabilities and Other Non-Current Liabilities The following table presents the components of Accrued expenses and other current liabilities and Other non-current liabilities : As of September 30, 2023 December 31, 2022 Accrued expenses and other current liabilities: Related party payables - EchoStar $ 236,928 $ 216,504 Accrued compensation 42,562 40,684 Accrued expenses 37,626 35,909 Operating lease obligation 17,799 17,766 Accrued interest 16,399 39,194 Accrued taxes 12,309 10,631 Accrual for license fee dispute 10,147 10,191 In-orbit incentive obligations 4,737 5,369 Trade accounts payable - DISH Network 733 567 Other 18,301 17,084 Total accrued expenses and other current liabilities $ 397,541 $ 393,899 Other non-current liabilities: Accrual for license fee dispute $ 50,502 $ 57,292 In-orbit incentive obligations 42,324 44,836 Related party payables - EchoStar 23,287 23,423 Contract liabilities 6,999 8,326 Other 3,813 20 Total other non-current liabilities $ 126,925 $ 133,897 Supplemental and Non-cash Investing and Financing Activities The following table presents the year-to-date supplemental and non-cash investing and financing activities: For the nine months ended September 30, 2023 2022 Supplemental disclosure of cash flow information: Cash paid for interest, net of amounts capitalized $ 92,257 $ 92,795 Cash paid for income taxes, net of refunds $ 3,233 $ 8,317 Non-cash investing and financing activities: Increase (decrease) in capital expenditures included in accounts payable, net $ (2,212) $ (7,097) Non-cash net assets received as part of the India JV formation $ — $ 36,701 |
SUPPLEMENTAL GUARANTOR AND NON-
SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Guarantor and Non-Guarantor Financial Information | |
SUPPLEMENTAL GUARANTOR AND 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 Notes. See Note 8. Long-term Debt for further information on our Notes. In lieu of separate financial statements of the Guarantor Subsidiaries, accompanying consolidating financial information prepared in accordance with Rule 3-10(f) of Regulation S-X is presented below, including the accompanying balance sheet information, the accompanying statement of operations and comprehensive income (loss) information and the accompanying statement of cash flows information of HSSC, the Guarantor Subsidiaries on a combined basis and the non-guarantor subsidiaries of HSSC on a combined basis and the eliminations necessary to arrive at the corresponding information of HSSC on a consolidated basis. The indentures governing our 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 to pay dividends, make distributions, make other payments, or transfer assets. The accompanying consolidating financial information (amounts in thousands) presented below should be read in conjunction with our Consolidated Financial Statements and notes thereto included herein. Consolidating Balance Sheet as of September 30, 2023 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Assets Current assets: Cash and cash equivalents $ 818,287 $ 22,668 $ 84,291 $ — $ 925,246 Marketable investment securities 694,582 — — — 694,582 Trade accounts receivable and contract assets, net — 161,502 73,900 — 235,402 Other current assets, net 2,568 1,553,719 272,203 (1,524,518) 303,972 Total current assets 1,515,437 1,737,889 430,394 (1,524,518) 2,159,202 Non-current assets: Property and equipment, net — 1,083,111 184,293 — 1,267,404 Operating lease right-of-use assets — 115,642 27,331 — 142,973 Goodwill — 504,173 28,537 — 532,710 Regulatory authorizations, net — 400,000 8,148 — 408,148 Other intangible assets, net — 11,385 2,590 — 13,975 Other investments, net 8,659 — 36,389 — 45,048 Investment in subsidiaries 3,391,070 297,836 — (3,688,906) — Other non-current assets, net 1,112 260,847 163,329 (129,455) 295,833 Total non-current assets 3,400,841 2,672,994 450,617 (3,818,361) 2,706,091 Total assets $ 4,916,278 $ 4,410,883 $ 881,011 $ (5,342,879) $ 4,865,293 Liabilities and Shareholder's Equity Current liabilities: Trade accounts payable $ 1 $ 67,587 $ 11,846 $ — $ 79,434 Contract liabilities — 117,993 4,295 — 122,288 Accrued expenses and other current liabilities 1,297,696 323,497 300,866 (1,524,518) 397,541 Total current liabilities 1,297,697 509,077 317,007 (1,524,518) 599,263 Non-current liabilities: Long-term debt, net 1,497,396 — — — 1,497,396 Deferred tax liabilities, net — 300,160 1,451 (591) 301,020 Operating lease liabilities — 104,835 22,279 — 127,114 Other non-current liabilities — 106,302 149,487 (128,864) 126,925 Total non-current liabilities 1,497,396 511,297 173,217 (129,455) 2,052,455 Total liabilities 2,795,093 1,020,374 490,224 (1,653,973) 2,651,718 Shareholder's equity: Total Hughes Satellite Systems Corporation shareholder's equity 2,121,185 3,390,509 298,397 (3,688,906) 2,121,185 Non-controlling interests — — 92,390 — 92,390 Total shareholder's equity 2,121,185 3,390,509 390,787 (3,688,906) 2,213,575 Total liabilities and shareholder's equity $ 4,916,278 $ 4,410,883 $ 881,011 $ (5,342,879) $ 4,865,293 Consolidating Balance Sheet as of December 31, 2022 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Assets Current assets: Cash and cash equivalents $ 547,605 $ 25,318 $ 80,209 $ — $ 653,132 Marketable investment securities 799,769 — — — 799,769 Trade accounts receivable and contract assets, net — 168,484 67,852 — 236,336 Other current assets, net 71 1,330,813 284,621 (1,340,303) 275,202 Total current assets 1,347,445 1,524,615 432,682 (1,340,303) 1,964,439 Non-current assets: Property and equipment, net — 1,140,294 235,710 — 1,376,004 Operating lease right-of-use assets — 121,609 29,023 — 150,632 Goodwill — 504,173 28,318 — 532,491 Regulatory authorizations, net — 400,000 8,619 — 408,619 Other intangible assets, net — 12,499 3,199 — 15,698 Other investments, net 8,920 — 74,603 — 83,523 Investment in subsidiaries 3,312,961 358,141 — (3,671,102) — Other non-current assets, net 1,095 261,906 163,165 (140,289) 285,877 Total non-current assets 3,322,976 2,798,622 542,637 (3,811,391) 2,852,844 Total assets $ 4,670,421 $ 4,323,237 $ 975,319 $ (5,151,694) $ 4,817,283 Liabilities and Shareholder's Equity Current liabilities: Trade accounts payable $ 477 $ 85,327 $ 12,425 $ — $ 98,229 Contract liabilities — 115,893 5,846 — 121,739 Accrued expenses and other current liabilities 1,121,740 296,666 315,796 (1,340,303) 393,899 Total current liabilities 1,122,217 497,886 334,067 (1,340,303) 613,867 Non-current liabilities: Long-term debt, net 1,496,777 — — — 1,496,777 Deferred tax liabilities, net — 288,716 1,451 (410) 289,757 Operating lease liabilities — 111,052 24,070 — 135,122 Other non-current liabilities — 113,183 160,593 (139,879) 133,897 Total non-current liabilities 1,496,777 512,951 186,114 (140,289) 2,055,553 Total liabilities 2,618,994 1,010,837 520,181 (1,480,592) 2,669,420 Shareholder's equity: Total Hughes Satellite Systems Corporation shareholder's equity 2,051,427 3,312,400 358,702 (3,671,102) 2,051,427 Non-controlling interests — — 96,436 — 96,436 Total shareholder's equity 2,051,427 3,312,400 455,138 (3,671,102) 2,147,863 Total liabilities and shareholder's equity $ 4,670,421 $ 4,323,237 $ 975,319 $ (5,151,694) $ 4,817,283 Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended September 30, 2023 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Revenue: Services and other revenue $ — $ 291,125 $ 74,474 $ (8,098) $ 357,501 Equipment revenue — 50,989 7,106 (4,391) 53,704 Total revenue — 342,114 81,580 (12,489) 411,205 Costs and expenses: Cost of sales - services and other (exclusive of depreciation and amortization) — 96,841 43,917 (8,968) 131,790 Cost of sales - equipment (exclusive of depreciation and amortization) — 42,046 4,438 (3,359) 43,125 Selling, general and administrative expenses — 80,088 17,688 (162) 97,614 Research and development expenses — 6,383 81 — 6,464 Depreciation and amortization — 68,635 27,995 — 96,630 Total costs and expenses — 293,993 94,119 (12,489) 375,623 Operating income (loss) — 48,121 (12,539) — 35,582 Other income (expense): Interest income, net 21,071 1,422 1,197 (883) 22,807 Interest expense, net of amounts capitalized (22,475) 1,815 (2,260) 883 (22,037) Gains (losses) on investments, net 22 — — — 22 Equity in earnings (losses) of unconsolidated affiliates, net 681 — (2,659) — (1,978) Other-than-temporary impairment losses on equity method investments — — — — — Equity in earnings (losses) of subsidiaries, net 25,816 (16,449) — (9,367) — Foreign currency transaction gains (losses), net — 724 (2,245) — (1,521) Other, net — 1 (14) — (13) Total other income (expense), net 25,115 (12,487) (5,981) (9,367) (2,720) Income (loss) before income taxes 25,115 35,634 (18,520) (9,367) 32,862 Income tax benefit (provision), net (87) (9,818) (641) — (10,546) Net income (loss) 25,028 25,816 (19,161) (9,367) 22,316 Less: Net loss (income) attributable to non-controlling interests — — 2,712 — 2,712 Net income (loss) attributable to HSSC $ 25,028 $ 25,816 $ (16,449) $ (9,367) $ 25,028 Net income (loss) $ 25,028 $ 25,816 $ (19,161) $ (9,367) $ 22,316 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (12,163) — (12,163) Unrealized gains (losses) on available-for-sale securities (83) — — — (83) Amounts reclassified to net income (loss): Realized losses (gains) on available-for-sale securities 21 — — — 21 Equity in other comprehensive income (loss) of subsidiaries, net (10,260) (10,260) — 20,520 — Total other comprehensive income (loss), net of tax (10,322) (10,260) (12,163) 20,520 (12,225) Comprehensive income (loss) 14,706 15,556 (31,324) 11,153 10,091 Less: Comprehensive loss (income) attributable to non-controlling interests — — 4,615 — 4,615 Comprehensive income (loss) attributable to HSSC $ 14,706 $ 15,556 $ (26,709) $ 11,153 $ 14,706 Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended September 30, 2022 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Revenue: Services and other revenue $ — $ 331,453 $ 78,443 $ (6,734) $ 403,162 Equipment revenue — 94,371 7,087 (5,454) 96,004 Total revenue — 425,824 85,530 (12,188) 499,166 Costs and expenses: Cost of sales - services and other (exclusive of depreciation and amortization) — 109,191 41,481 (7,353) 143,319 Cost of sales - equipment (exclusive of depreciation and amortization) — 73,821 4,852 (4,345) 74,328 Selling, general and administrative expenses — 85,551 20,457 (490) 105,518 Research and development expenses — 9,082 99 — 9,181 Depreciation and amortization — 71,414 32,234 — 103,648 Impairment of long-lived assets — — — — — Total costs and expenses — 349,059 99,123 (12,188) 435,994 Operating income (loss) — 76,765 (13,593) — 63,172 Other income (expense): Interest income, net 7,738 1,350 1,059 (1,266) 8,881 Interest expense, net of amounts capitalized (22,463) 1,064 (2,654) 1,266 (22,787) Gains (losses) on investments, net — — — — — Equity in earnings (losses) of unconsolidated affiliates, net 319 — (1,745) — (1,426) Equity in earnings (losses) of subsidiaries, net 43,769 (17,534) — (26,235) — Foreign currency transaction gains (losses), net — 1,968 (4,055) — (2,087) Other, net — — (256) — (256) Total other income (expense), net 29,363 (13,152) (7,651) (26,235) (17,675) Income (loss) before income taxes 29,363 63,613 (21,244) (26,235) 45,497 Income tax benefit (provision), net 3,293 (19,844) 856 — (15,695) Net income (loss) 32,656 43,769 (20,388) (26,235) 29,802 Less: Net loss (income) attributable to non-controlling interests — — 2,854 — 2,854 Net income (loss) attributable to HSSC $ 32,656 $ 43,769 $ (17,534) $ (26,235) $ 32,656 Comprehensive income (loss): Net income (loss) $ 32,656 $ 43,769 $ (20,388) $ (26,235) $ 29,802 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (16,452) — (16,452) Unrealized gains (losses) on available-for-sale securities 327 — — — 327 Amounts reclassified to net income (loss): Realized losses (gains) on available-for-sale securities — — — — — Equity in other comprehensive income (loss) of subsidiaries, net (14,197) (14,197) — 28,394 — Total other comprehensive income (loss), net of tax (13,870) (14,197) (16,452) 28,394 (16,125) Comprehensive income (loss) 18,786 29,572 (36,840) 2,159 13,677 Less: Comprehensive loss (income) attributable to non-controlling interests — — 5,108 — 5,108 Comprehensive income (loss) attributable to HSSC $ 18,786 $ 29,572 $ (31,732) $ 2,159 $ 18,785 Consolidating Statement of Operations and Comprehensive Income (Loss) For the Nine Months Ended September 30, 2023 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Revenue: Services and other revenue $ — $ 898,117 $ 225,931 $ (21,359) $ 1,102,689 Equipment revenue — 188,541 22,306 (13,469) 197,378 Total revenue — 1,086,658 248,237 (34,828) 1,300,067 Costs and expenses: Cost of sales - services and other (exclusive of depreciation and amortization) — 293,707 126,964 (23,986) 396,685 Cost of sales - equipment (exclusive of depreciation and amortization) — 147,130 14,332 (10,501) 150,961 Selling, general and administrative expenses 270 249,460 54,777 (341) 304,166 Research and development expenses — 21,336 224 — 21,560 Depreciation and amortization — 207,285 84,919 — 292,204 Total costs and expenses 270 918,918 281,216 (34,828) 1,165,576 Operating income (loss) (270) 167,740 (32,979) — 134,491 Other income (expense): Interest income, net 55,992 4,181 3,387 (2,649) 60,911 Interest expense, net of amounts capitalized (67,416) 4,981 (6,984) 2,649 (66,770) Gains (losses) on investments, net 252 — — — 252 Equity in earnings (losses) of unconsolidated affiliates, net 1,740 — (4,815) — (3,075) Other-than-temporary impairment losses on equity method investments — — (33,400) — (33,400) Equity in earnings (losses) of subsidiaries, net 66,506 (68,065) — 1,559 — Foreign currency transaction gains (losses), net — 154 4,638 — 4,792 Other, net — 1 (1,233) — (1,232) Total other income (expense), net 57,074 (58,748) (38,407) 1,559 (38,522) Income (loss) before income taxes 56,804 108,992 (71,386) 1,559 95,969 Income tax benefit (provision), net 1,405 (42,486) (2,684) — (43,765) Net income (loss) 58,209 66,506 (74,070) 1,559 52,204 Less: Net loss (income) attributable to non-controlling interests — — 6,005 — 6,005 Net income (loss) attributable to HSSC $ 58,209 $ 66,506 $ (68,065) $ 1,559 $ 58,209 Comprehensive income (loss): Net income (loss) $ 58,209 $ 66,506 $ (74,070) $ 1,559 $ 52,204 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 10,387 — 10,387 Unrealized gains (losses) on available-for-sale securities (304) — — — (304) Other — — — — — Amounts reclassified to net income (loss): Realized losses (gains) on available-for-sale securities 250 — — — 250 Equity in other comprehensive income (loss) of subsidiaries, net 8,428 8,428 — (16,856) — Total other comprehensive income (loss), net of tax 8,374 8,428 10,387 (16,856) 10,333 Comprehensive income (loss) 66,583 74,934 (63,683) (15,297) 62,537 Less: Comprehensive loss (income) attributable to non-controlling interests — — 4,046 — 4,046 Comprehensive income (loss) attributable to HSSC $ 66,583 $ 74,934 $ (59,637) $ (15,297) $ 66,583 Consolidating Statement of Operations and Comprehensive Income (Loss) For the Nine Months Ended September 30, 2022 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Revenue: Services and other revenue $ — $ 1,016,575 $ 242,844 $ (18,853) $ 1,240,566 Equipment revenue — 260,913 18,367 (15,939) 263,341 Total revenue — 1,277,488 261,211 (34,792) 1,503,907 Costs and expenses: Cost of sales - services and other (exclusive of depreciation and amortization) — 321,501 126,025 (22,237) 425,289 Cost of sales - equipment (exclusive of depreciation and amortization) — 212,955 11,693 (11,167) 213,481 Selling, general and administrative expenses — 261,154 64,195 (1,388) 323,961 Research and development expenses — 25,298 264 — 25,562 Depreciation and amortization — 222,381 104,809 — 327,190 Impairment of long-lived assets — — — — — Total costs and expenses — 1,043,289 306,986 (34,792) 1,315,483 Operating income (loss) — 234,199 (45,775) — 188,424 Other income (expense): Interest income, net 12,049 4,052 3,146 (3,807) 15,440 Interest expense, net of amounts capitalized (67,380) 2,843 (8,531) 3,807 (69,261) Gains (losses) on investments, net (3) 217 — — 214 Equity in earnings (losses) of unconsolidated affiliates, net 319 440 (5,200) — (4,441) Equity in earnings (losses) of subsidiaries, net 136,889 (52,582) — (84,307) — Foreign currency transaction gains (losses), net — 5,775 (4,085) — 1,690 Other, net — (271) (413) — (684) Total other income (expense), net 81,874 (39,526) (15,083) (84,307) (57,042) Income (loss) before income taxes 81,874 194,673 (60,858) (84,307) 131,382 Income tax benefit (provision), net 12,577 (57,784) (460) — (45,667) Net income (loss) 94,451 136,889 (61,318) (84,307) 85,715 Less: Net loss (income) attributable to non-controlling interests — — 8,736 — 8,736 Net income (loss) attributable to HSSC $ 94,451 $ 136,889 $ (52,582) $ (84,307) $ 94,451 Comprehensive income (loss): Net income (loss) $ 94,451 $ 136,889 $ (61,318) $ (84,307) $ 85,715 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (8,909) — (8,909) Unrealized gains (losses) on available-for-sale securities (189) — — — (189) Amounts reclassified to net income (loss): Realized losses (gains) on available-for-sale securities 3 — — — 3 Equity in other comprehensive income (loss) of subsidiaries, net (9,217) (9,217) — 18,434 — Total other comprehensive income (loss), net of tax (9,403) (9,217) (8,909) 18,434 (9,095) Comprehensive income (loss) 85,048 127,672 (70,227) (65,873) 76,620 Less: Comprehensive loss (income) attributable to non-controlling interests — — 8,427 — 8,427 Comprehensive income (loss) attributable to HSSC $ 85,048 $ 127,672 $ (61,800) $ (65,873) $ 85,047 Consolidating Statement of Cash Flows For the Nine months ended September 30, 2023 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Cash flows from operating activities: Net income (loss) $ 58,209 $ 66,506 $ (74,070) $ 1,559 $ 52,204 Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities: (112,948) 274,619 97,719 (1,559) 257,831 Net cash provided by (used for) operating activities (54,739) 341,125 23,649 — 310,035 Cash flows from investing activities: Purchases of marketable investment securities (964,388) — — — (964,388) Sales and maturities of marketable investment securities 1,092,773 — — — 1,092,773 Expenditures for property and equipment — (121,222) (21,097) — (142,319) Expenditures for externally marketed software — (22,373) — — (22,373) Distributions (contributions) and advances from (to) subsidiaries, net 197,036 — — (197,036) — Net cash provided by (used for) investing activities 325,421 (143,595) (21,097) (197,036) (36,307) Cash flows from financing activities: Payment of in-orbit incentive obligations — (3,144) — — (3,144) Contribution (distributions) and advances (to) from parent, net — (197,036) — 197,036 — Net cash provided by (used for) financing activities — (200,180) — 197,036 (3,144) Effect of exchange rates on cash and cash equivalents — — 1,524 — 1,524 Net increase (decrease) in cash and cash equivalents 270,682 (2,650) 4,076 — 272,108 Cash and cash equivalents, including restricted amounts, beginning of period 547,605 25,318 81,550 — 654,473 Cash and cash equivalents, including restricted amounts, end of period $ 818,287 $ 22,668 $ 85,626 $ — $ 926,581 Consolidating Statement of Cash Flows For the Nine months ended September 30, 2022 Hughes Satellite Systems Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash flows from operating activities: Net income (loss) $ 94,451 $ 136,889 $ (61,318) $ (84,307) $ 85,715 Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities: (167,533) 239,770 103,629 84,307 260,173 Net cash provided by (used for) operating activities (73,082) 376,659 42,311 — 345,888 Cash flows from investing activities: Purchases of marketable investment securities (506,329) — — — (506,329) Sales and maturities of marketable investment securities 866,353 — — — 866,353 Expenditures for property and equipment — (138,855) (37,810) — (176,665) Expenditures for externally marketed software — (16,926) — — (16,926) Distributions (contributions) and advances from (to) subsidiaries, net 237,775 — — (237,775) — India JV formation — (7,892) — — (7,892) Dividend received from unconsolidated affiliate 2,000 — — — 2,000 Net cash provided by (used for) investing activities 599,799 (163,673) (37,810) (237,775) 160,541 Cash flows from financing activities: Payment of finance lease obligations — — (114) — (114) Payment of in-orbit incentive obligations — (2,422) — — (2,422) Dividend paid to EchoStar (100,000) — — — (100,000) Contribution (distributions) and advances (to) from parent, net — (237,775) — 237,775 — Net cash provided by (used for) financing activities (100,000) (240,197) (114) 237,775 (102,536) Effect of exchange rates on cash and cash equivalents — — (3,007) — (3,007) Net increase (decrease) in cash and cash equivalents 426,717 (27,211) 1,380 — 400,886 Cash and cash equivalents, including restricted amounts, beginning of period 324,764 42,550 62,834 — 430,148 Cash and cash equivalents, including restricted amounts, end of period $ 751,481 $ 15,339 $ 64,214 $ — $ 831,034 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On October 2, 2023, EchoStar entered into an Amended and Restated Agreement and Plan of Merger with DISH and EAV Corp., a Nevada corporation and a wholly owned subsidiary of EchoStar. The Amended Merger Agreement revises the structure of the merger of DISH and EchoStar contemplated by the Original Merger Agreement. The Amended Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth in the Amended Merger Agreement, Merger Sub will merge with and into DISH, with DISH surviving the Merger as a wholly owned subsidiary of EchoStar. The expected proportional ownership of existing EchoStar stockholders and DISH stockholders in the combined company upon the consummation of the Merger remains the same as the expected proportional ownership contemplated by the Original Merger Agreement. Pursuant to the Amended Merger Agreement, at the effective time of the Merger, each share of DISH Class A Common Stock, par value $0.01 per share, and DISH 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, equal to 0.350877. On the terms and subject to the conditions set forth in the Amended Merger Agreement, at the Effective Time, each share of DISH 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, equal to the Exchange Ratio. Any shares of DISH Class A Common Stock, DISH Class B Common Stock and DISH Class C Common Stock that are held in DISH’s treasury or held directly by EchoStar or Merger Sub immediately prior to the Effective Time will be cancelled and cease to exist and no consideration shall be paid or payable in respect thereof. Concurrently with the entry into the Amended Merger Agreement, Charles W. Ergen and Ergen family stockholders entered into an amended support agreement with EchoStar and DISH, pursuant to which the Ergen stockholders agreed to not vote, or cause or direct to be voted, the shares of EchoStar Class A Common Stock owned by them, other than with respect of any matter 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. The parties have agreed to enter into a registration rights agreement reasonably acceptable to the parties providing for the registration of the Ergen stockholders’ shares of EchoStar Class A Common Stock or EchoStar Class B Common Stock received as part of the Merger consideration and/or EchoStar Class B Common Stock held by such stockholders immediately prior to the closing of the Merger, at EchoStar’s sole cost and expense. The board of directors of EchoStar (the “Board”), acting upon the unanimous recommendation of a special transaction committee of independent directors of the Board, has unanimously approved, adopted and declared advisable the Amended Merger Agreement and the transactions contemplated by the Amended Merger Agreement. The closing of the Merger is expected to occur in the fourth calendar quarter of 2023, subject to the satisfaction of certain regulatory approvals and other customary closing conditions. The Amended Merger Agreement provides certain termination rights for each of EchoStar and DISH including, among others, if the consummation of the Merger does not occur on or before April 2, 2024. |
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 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited Consolidated Financial Statements and the accompanying notes (collectively, the “Consolidated Financial Statements”) are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, they do not include all of the information and notes required for complete financial statements prepared in conformity with GAAP. In our opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. However, our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. All amounts presented in these Consolidated Financial Statements are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted. |
Use of Estimates | Use of Estimates We are required to make certain estimates and assumptions that affect the amounts reported in these Consolidated Financial Statements. The most significant estimates and assumptions are used in determining: (i) inputs used to recognize revenue over time, including amortization periods for deferred contract acquisition costs and relative standalone selling prices of performance obligations; (ii) allowances for doubtful accounts, and estimated credit losses on investments; (iii) deferred taxes and related valuation allowances, including uncertain tax positions; (iv) loss contingencies; (v) fair value of financial instruments; (vi) fair value of assets and liabilities acquired in business combinations; and (vii) estimates of future cash flows used to evaluate and recognize impairments. |
Principles of Consolidation | Principles of Consolidation We consolidate all entities in which we have a controlling financial interest. We are deemed to have a controlling financial interest in variable interest entities in which we are the primary beneficiary and in other entities in which we own more than 50% of the outstanding voting shares and other shareholders do not have substantive rights to participate in management. For entities we control but do not wholly own, we record a non-controlling interest within shareholder’s equity for the portion of the entity’s equity attributed to the non-controlling ownership interests. All significant intercompany balances and transactions have been eliminated in consolidation. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements Business Combinations On January 1, 2023, we adopted Accounting Standards Update (“ASU”) No. 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which provides an exception to fair value measurement for contract assets and contract liabilities related to revenue contracts acquired in a business combination. The ASU requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The ASU is applied to business combinations occurring on or after the adoption date. Government Assistance On January 1, 2022, we adopted ASU No. 2021-10 - Government Assistance (Topic 832) : Disclosures by Business Entities about Government Assistance, which requires business entities (except for not-for-profit entities and employee benefit plans) to disclose information about certain government assistance they receive. The Company is currently participa ting in three government programs: New York-Connect America Fund, New York Broadband, and Affordable Connectivity Plan. The purpose of these programs is to provide internet and connectivity services to qualifying households in the United States. The Company is entitled to reimbursement from the government for services provided. We record gross monies received from government entities in Services and other revenue, and associated expenses such as salaries and supplies are recorded in Cost of sales - services and other, Research and development or Selling, general and administrative expenses, depending on the nature of e xpenditure. We accrue for reimbursement requests submitted to government entities in Trade accounts receivable and contract assets, net. During the three and nine months ended September 30, 2023, the Company recognized $4.6 and $12.7 million in Service and other revenue, respectively. As of September 30, 2023, we have trade accounts receivable of $2.8 million related to our government programs. Recently Issued Accounting Pronouncements Not Yet Adopted Business Combinations - Joint Venture Formations In August 2023, the FASB issued ASU No. 2023-05 - Business Combinations—Joint Venture Formations to reduce diversity in practice and provide decision-useful information to a joint venture’s investors. The ASU requires that a joint venture apply a new basis of accounting upon formation. Specifically, the newly formed joint venture will be required to recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments in this ASU do not amend the definition of a joint venture, the accounting by an equity method investor for its investment in a joint venture, or the accounting by a joint venture for contributions received after its formation. The guidance in this ASU is effective prospectively for all joint ventures with a formation date on or after January 1, 2025. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively. This ASU is applied prospectively to all newly formed joint ventures on or after the adoption date. Leases - Common Control Arrangements In March 2023, the FASB issued ASU No. 2023-01 - Leases (Topic 842): Common Control Arrangements . Among other things, this ASU requires all lessees to amortize leasehold improvements associated with common control leases over their useful life to the common control group and account for them as a transfer of assets between entities under common control at the end of the lease. Additional disclosures are required when the useful life of leasehold improvements to the common control group exceeds the related lease term. The guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We plan to adopt this new guidance prospectively to all new leasehold improvements recognized on or after the adoption date and we do not expect it to have a material impact on our Consolidated Financial Statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848) , and all subsequent amendments to the initial guidance, codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. The guidance may be applied upon issuance of ASC 848 through December 31, 2024. We expect to utilize the optional expedients provided by the guidance for contracts amended solely to use an alternative reference rate. We have evaluated the new guidance and we are in the process of implementing this ASU, and all subsequent amendments, and do not expect them to have a material impact on our Consolidated Financial Statements. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Components of Contract Balances | The following table presents the components of our contract balances: As of September 30, 2023 December 31, 2022 Trade accounts receivable and contract assets, net: Sales and services $ 165,444 $ 170,466 Leasing and other 9,856 7,935 Total trade accounts receivable 175,300 178,401 Contract assets 76,824 73,293 Allowance for doubtful accounts (16,722) (15,358) Total trade accounts receivable and contract assets, net $ 235,402 $ 236,336 Contract liabilities: Current $ 122,288 $ 121,739 Non-current 6,999 8,326 Total contract liabilities $ 129,287 $ 130,065 The following table presents the revenue recognized in the Consolidated Statements of Operations that was previously included within contract liabilities: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Revenue $ 7,608 $ 6,175 $ 80,157 $ 115,974 |
Schedule of Activity in Contract Acquisition Costs | The following table presents the activity in our contract acquisition costs, net: For the nine months ended September 30, 2023 2022 Balance at beginning of period $ 64,447 $ 82,986 Additions 34,708 45,172 Amortization expense (46,722) (57,822) Foreign currency translation 681 156 Balance at end of period $ 53,114 $ 70,492 We recognized amortization expenses related to contract acquisition costs of $14.6 million and $18.2 million for the three months ended September 30, 2023 and 2022, respectively. |
Schedule of Disaggregation of Revenue | Revenue is attributed to geographic markets based upon the billing location of the customer. The following tables present our revenue from customer contracts disaggregated by primary geographic market and by segment: Hughes ESS Corporate and Other Consolidated For the three months ended September 30, 2023 North America $ 324,722 $ 6,446 $ (574) $ 330,594 South and Central America 39,843 — — 39,843 Other 39,644 — 1,124 40,768 Total revenue $ 404,209 $ 6,446 $ 550 $ 411,205 For the three months ended September 30, 2022 North America $ 389,181 $ 4,981 $ (393) $ 393,769 South and Central America 40,290 — — 40,290 Other 60,094 — 5,013 65,107 Total revenue $ 489,565 $ 4,981 $ 4,620 $ 499,166 For the nine months ended September 30, 2023 North America $ 1,038,234 $ 18,563 $ (1,624) $ 1,055,173 South and Central America 119,528 — — 119,528 Other 121,977 — 3,389 125,366 Total revenue $ 1,279,739 $ 18,563 $ 1,765 $ 1,300,067 For the nine months ended September 30, 2022 North America $ 1,187,301 $ 14,305 $ (939) $ 1,200,667 South and Central America 125,256 — — 125,256 Other 162,955 — 15,029 177,984 Total revenue $ 1,475,512 $ 14,305 $ 14,090 $ 1,503,907 The following tables present our revenue disaggregated by the nature of products and services and by segment: Hughes ESS Corporate and Other Consolidated For the three months ended September 30, 2023 Services and other revenue: Services $ 341,575 $ 4,308 $ — $ 345,883 Lease revenue 8,925 2,138 555 11,618 Total services and other revenue 350,500 6,446 555 357,501 Equipment revenue: Equipment 24,701 (5) 24,696 Design, development and construction services 26,235 — — 26,235 Lease revenue 2,773 — — 2,773 Total equipment revenue 53,709 — (5) 53,704 Total revenue $ 404,209 $ 6,446 $ 550 $ 411,205 For the three months ended September 30, 2022 Services and other revenue: Services $ 383,738 $ 3,247 $ — $ 386,985 Lease revenue 9,822 1,734 4,621 16,177 Total services and other revenue 393,560 4,981 4,621 403,162 Equipment revenue: Equipment 33,585 — (1) 33,584 Design, development and construction services 60,606 — — 60,606 Lease revenue 1,814 — — 1,814 Total equipment revenue 96,005 — (1) 96,004 Total revenue $ 489,565 $ 4,981 $ 4,620 $ 499,166 Hughes ESS Corporate and Other Consolidated For the nine months ended September 30, 2023 Services and other revenue: Services $ 1,054,348 $ 12,205 $ — $ 1,066,553 Lease revenue 28,013 6,358 1,765 36,136 Total services and other revenue 1,082,361 18,563 1,765 1,102,689 Equipment revenue: Equipment 72,348 — 72,348 Design, development and construction services 114,615 — — 114,615 Lease revenue 10,415 — — 10,415 Total equipment revenue 197,378 — — 197,378 Total revenue $ 1,279,739 $ 18,563 $ 1,765 $ 1,300,067 For the nine months ended September 30, 2022 Services and other revenue: Services $ 1,181,460 $ 9,343 $ — $ 1,190,803 Lease revenue 30,711 4,962 14,090 49,763 Total services and other revenue 1,212,171 14,305 14,090 1,240,566 Equipment revenue: Equipment 86,878 — — 86,878 Design, development and construction services 172,822 — — 172,822 Lease revenue 3,641 — — 3,641 Total equipment revenue 263,341 — — 263,341 Total revenue $ 1,475,512 $ 14,305 $ 14,090 $ 1,503,907 |
Schedule of Sales-type Lease Revenue | The following table presents our lease revenue by type of lease: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Sales-type lease revenue: Revenue at lease commencement $ 2,272 $ 1,514 $ 8,913 $ 2,735 Interest income 501 300 1,502 906 Total sales-type lease revenue 2,773 1,814 10,415 3,641 Operating lease revenue 11,618 16,177 36,136 49,763 Total lease revenue $ 14,391 $ 17,991 $ 46,551 $ 53,404 |
Schedule of Operating Lease Revenue | The following table presents our lease revenue by type of lease: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Sales-type lease revenue: Revenue at lease commencement $ 2,272 $ 1,514 $ 8,913 $ 2,735 Interest income 501 300 1,502 906 Total sales-type lease revenue 2,773 1,814 10,415 3,641 Operating lease revenue 11,618 16,177 36,136 49,763 Total lease revenue $ 14,391 $ 17,991 $ 46,551 $ 53,404 |
MARKETABLE INVESTMENT SECURIT_2
MARKETABLE INVESTMENT SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Investment Securities | The following table presents our Marketable investment securities : As of September 30, 2023 December 31, 2022 Marketable investment securities: Available-for-sale debt securities: Corporate bonds $ 145,942 $ 154,580 Commercial paper 505,700 643,526 Other debt securities 42,940 1,663 Total marketable investment securities $ 694,582 $ 799,769 |
Schedule of Available-for-sale Securities Reconciliation | The following table presents the components of our available-for-sale debt securities: Amortized Unrealized Estimated Cost Gains Losses Fair Value As of September 30, 2023 Corporate bonds $ 145,970 $ 57 $ (85) $ 145,942 Commercial paper 505,700 — — 505,700 Other debt securities 42,945 — (5) 42,940 Total available-for-sale debt securities $ 694,615 $ 57 $ (90) $ 694,582 As of December 31, 2022 Corporate bonds $ 154,517 $ 119 $ (56) $ 154,580 Commercial paper 643,553 — (27) 643,526 Other debt securities 1,663 — — 1,663 Total available-for-sale debt securities $ 799,733 $ 119 $ (83) $ 799,769 |
Schedule of Activity on Available-for-sale Debt Securities | The following table presents the activity on our available-for-sale debt securities: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Proceeds from sales $ 71,586 $ — $ 203,307 $ 37,904 |
Schedule of Fair Value Measurements | The following table presents our marketable investment securities categorized by the fair value hierarchy, certain of which have historically experienced volatility: Level 1 Level 2 Total As of September 30, 2023 Cash equivalents (including restricted) $ 179 $ 818,107 $ 818,286 Available-for-sale debt securities: Corporate bonds $ — $ 145,942 $ 145,942 Commercial paper — 505,700 505,700 Other debt securities 38,272 4,668 42,940 Total marketable investment securities $ 38,272 $ 656,310 $ 694,582 As of December 31, 2022 Cash equivalents (including restricted) $ 496 $ 548,058 $ 548,554 Available-for-sale debt securities: Corporate bonds $ — $ 154,580 $ 154,580 Commercial paper — 643,526 643,526 Other debt securities — 1,663 1,663 Total marketable investment securities $ — $ 799,769 $ 799,769 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table presents the components of Property and equipment, net : As of September 30, 2023 December 31, 2022 Property and equipment, net: Satellites, net $ 678,708 $ 754,019 Other property and equipment, net 588,696 621,985 Total property and equipment, net $ 1,267,404 $ 1,376,004 The following table presents the components of our satellites, net: Depreciable Life (In Years) As of September 30, 2023 December 31, 2022 Satellites, net: Satellites - owned 5 to 15 $ 1,505,111 $ 1,503,435 Satellites - acquired under finance leases 15 364,820 360,642 Total satellites 1,869,931 1,864,077 Accumulated depreciation: Satellites - owned (1,049,402) (988,164) Satellites - acquired under finance leases (141,821) (121,894) Total accumulated depreciation (1,191,223) (1,110,058) Total satellites, net $ 678,708 $ 754,019 The following table presents the depreciation expense associated with our satellites, net: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Depreciation expense: Satellites - owned $ 20,847 $ 18,911 $ 60,573 $ 56,831 Satellites - acquired under finance leases 6,126 6,003 18,245 18,127 Total depreciation expense $ 26,973 $ 24,914 $ 78,818 $ 74,958 The following table presents capitalized interest associated with our satellites and satellite-related ground infrastructure: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Capitalized interest $ 2,850 $ 2,206 $ 8,114 $ 6,264 |
Schedule of Satellites | The following table presents our GEO satellite fleet in service as of September 30, 2023: GEO Satellite Segment Launch Date Nominal Degree Orbital Location (Longitude) Depreciable Life (In Years) Owned: SPACEWAY 3 (1) Hughes August 2007 95 W 10 EchoStar XVII Hughes July 2012 107 W 15 EchoStar XIX Hughes December 2016 97.1 W 15 Al Yah 3 (“AY3”) (2) Hughes January 2018 20 W 5 EchoStar IX (3) (4) ESS August 2003 121 W 12 Finance leases: Eutelsat 65 West A Hughes March 2016 65 W 15 Telesat T19V Hughes July 2018 63 W 15 EchoStar 105/SES-11 ESS October 2017 105 W 15 (1) Depreciable life represents the remaining useful life as of June 8, 2011, the date EchoStar completed the acquisition of Hughes Communications, Inc. (“Hughes Communications”) and its subsidiaries in 2011 (the “Hughes Acquisition”). The satellite is expected to de-orbit in the fourth quarter of 2023. (2) Upon consummation of our joint venture with Al Yah Satellite Communications Company PrJSC (“Yahsat”) in Brazil in November 2019, we acquired the Brazilian Ka-band payload on this satellite with a remaining useful life of 7 years as of that time. In the second quarter of 2023 we reduced the estimated useful life of the satellite as a result of certain technical anomalies. In order to safeguard the future operability of the satellite, the Company has, in conjunction with recommendations from the satellite manufacturer, implemented immediate and long-term remedial actions. A revised estimate of the satellite’s remaining lifetime has been calculated using operational data of the first two quarters. The Company has updated the remaining useful life of AY3 and related ground assets prospectively from April 1, 2023, to reflect the change in estimate. This has increased the depreciation expense for the current nine-month period by $7.4 million. The increase is expected to be $11.1 million for the full year 2023 and $12.8 million for the year 2024, respectively. Although the anomalies are expected to shorten the remaining useful life of the satellite, they have not affected its current operation. (3) We own the Ka-band and Ku-band payloads on this satellite. (4) The Company placed the satellite in an inclined-orbit in the first quarter of 2023. Inclined-orbit will extend its life to enable further revenue generating opportunities. |
REGULATORY AUTHORIZATIONS (Tabl
REGULATORY AUTHORIZATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Regulatory Authorizations | The following table presents our Regulatory authorizations, net : Finite lived Cost Accumulated Amortization Total Indefinite lived Total Balance, December 31, 2021 $ 10,733 $ (1,774) $ 8,959 $ 400,000 $ 408,959 Amortization expense — (617) (617) — (617) Currency translation adjustments 230 (30) 200 — 200 Balance, September 30, 2022 $ 10,963 $ (2,421) $ 8,542 $ 400,000 $ 408,542 Balance, December 31, 2022 $ 11,331 $ (2,712) $ 8,619 $ 400,000 $ 408,619 Amortization expense — (1,305) (1,305) — (1,305) Currency translation adjustments 1,072 (238) 834 — 834 Balance, September 30, 2023 $ 12,403 $ (4,255) $ 8,148 $ 400,000 $ 408,148 Weighted-average useful life (in years) 11 |
OTHER INVESTMENTS (Tables)
OTHER INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Other Investments and Equity Method Investments | The following table presents our Other investments, net : As of September 30, 2023 December 31, 2022 Other investments, net: Equity method investments $ 45,048 $ 83,523 Total other investments, net $ 45,048 $ 83,523 The following table presents revenue recognized by the Company from our equity method investments: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Deluxe $ 1,445 $ 1,243 $ 4,233 $ 3,901 BCS $ 924 $ 2,600 $ 2,573 $ 6,321 The following table presents trade accounts receivable from our equity method investments: As of September 30, 2023 December 31, 2022 Deluxe $ 833 $ 3,026 BCS $ 4,061 $ 5,062 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount and Fair Values of Long-term Debt | The following table presents the carrying amount and fair values of our Long-term debt, net : Effective Interest Rate As of September 30, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value Senior Secured Notes: 5 1/4% Senior Secured Notes due 2026 5.320% $ 750,000 $ 677,970 $ 750,000 $ 727,763 Senior Unsecured Notes: 6 5/8% Senior Unsecured Notes due 2026 6.688% 750,000 642,195 750,000 707,490 Less: Unamortized debt issuance costs (2,604) — (3,223) — Total long-term debt, net $ 1,497,396 $ 1,320,165 $ 1,496,777 $ 1,435,253 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - ECHOSTAR (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table presents our operating expenses from EchoStar: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating expenses - EchoStar $ 17,167 $ 19,586 $ 58,314 $ 54,945 The following table presents the corresponding related party receivables: As of September 30, 2023 December 31, 2022 Related party receivables - EchoStar - current $ 95,767 $ 112,985 Related party receivables - EchoStar - non-current 58,048 55,834 Total related party receivables - EchoStar $ 153,815 $ 168,819 The following table presents the corresponding related party payables: As of September 30, 2023 December 31, 2022 Related party payables - EchoStar - current $ 236,928 $ 216,504 Related party payables - EchoStar - non-current 23,287 23,423 Total related party payables - EchoStar $ 260,215 $ 239,927 The following table presents our Services and other revenue - DISH Network : For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Services and other revenue - DISH Network $ 3,015 $ 4,258 $ 9,620 $ 13,589 The following table presents the related trade accounts receivable: As of September 30, 2023 December 31, 2022 Trade accounts receivable - DISH Network $ 2,097 $ 1,992 The following table presents our operating expenses related to DISH Network: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating expenses - DISH Network $ 1,154 $ 1,197 $ 3,408 $ 3,401 The following table presents the related trade accounts payable: As of September 30, 2023 December 31, 2022 Trade accounts payable - DISH Network $ 733 $ 567 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - DISH NETWORK (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table presents our operating expenses from EchoStar: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating expenses - EchoStar $ 17,167 $ 19,586 $ 58,314 $ 54,945 The following table presents the corresponding related party receivables: As of September 30, 2023 December 31, 2022 Related party receivables - EchoStar - current $ 95,767 $ 112,985 Related party receivables - EchoStar - non-current 58,048 55,834 Total related party receivables - EchoStar $ 153,815 $ 168,819 The following table presents the corresponding related party payables: As of September 30, 2023 December 31, 2022 Related party payables - EchoStar - current $ 236,928 $ 216,504 Related party payables - EchoStar - non-current 23,287 23,423 Total related party payables - EchoStar $ 260,215 $ 239,927 The following table presents our Services and other revenue - DISH Network : For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Services and other revenue - DISH Network $ 3,015 $ 4,258 $ 9,620 $ 13,589 The following table presents the related trade accounts receivable: As of September 30, 2023 December 31, 2022 Trade accounts receivable - DISH Network $ 2,097 $ 1,992 The following table presents our operating expenses related to DISH Network: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Operating expenses - DISH Network $ 1,154 $ 1,197 $ 3,408 $ 3,401 The following table presents the related trade accounts payable: As of September 30, 2023 December 31, 2022 Trade accounts payable - DISH Network $ 733 $ 567 |
CONTINGENCIES (Tables)
CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Accrual For License Fee Dispute | The following table presents the components of the accrual: As of September 30, 2023 December 31, 2022 Additional license fees $ 3,411 $ 3,425 Penalties 3,501 3,516 Interest and interest on penalties 81,592 78,327 Less: Payments (27,855) (17,785) Total accrual 60,649 67,483 Less: Current portion 10,147 10,191 Total long-term accrual $ 50,502 $ 57,292 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue, EBITDA, and Capital Expenditures by Operating Segments | The following table presents total revenue, capital expenditures and EBITDA for each of our business segments: Hughes ESS Corporate Consolidated For the three months ended September 30, 2023 External revenue $ 404,209 $ 5,873 $ 1,123 $ 411,205 Intersegment revenue — 573 (573) — Total revenue $ 404,209 $ 6,446 $ 550 $ 411,205 Capital expenditures $ 51,214 $ 130 $ — $ 51,344 EBITDA $ 142,204 $ 4,868 $ (15,638) $ 131,434 For the three months ended September 30, 2022 External revenue $ 489,565 $ 4,588 $ 5,013 $ 499,166 Intersegment revenue — 393 (393) — Total revenue $ 489,565 $ 4,981 $ 4,620 $ 499,166 Capital expenditures $ 50,783 $ — $ — $ 50,783 EBITDA $ 175,011 $ 3,446 $ (12,552) $ 165,905 Hughes ESS Corporate Consolidated For the nine months ended September 30, 2023 External revenue $ 1,279,739 $ 16,940 $ 3,388 $ 1,300,067 Intersegment revenue — 1,623 (1,623) — Total revenue $ 1,279,739 $ 18,563 $ 1,765 $ 1,300,067 Capital expenditures $ 142,189 $ 130 $ — $ 142,319 EBITDA $ 440,435 $ 14,085 $ (54,483) $ 400,037 For the nine months ended September 30, 2022 External revenue $ 1,475,512 $ 13,366 $ 15,029 $ 1,503,907 Intersegment revenue — 939 (939) — Total revenue $ 1,475,512 $ 14,305 $ 14,090 $ 1,503,907 Capital expenditures $ 176,665 $ — $ — $ 176,665 EBITDA $ 546,109 $ 9,658 $ (34,638) $ 521,129 |
Schedule of Reconciliation of EBITDA to Reported Income (Loss) Before Income Taxes | The following table reconciles Income (loss) before income taxes in the Consolidated Statements of Operations to EBITDA: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Income (loss) before income taxes 32,862 $ 45,497 95,969 131,382 Interest income, net (22,807) (8,881) (60,911) (15,440) Interest expense, net of amounts capitalized 22,037 22,787 66,770 69,261 Depreciation and amortization 96,630 103,648 292,204 327,190 Net loss (income) attributable to non-controlling interests 2,712 2,854 6,005 8,736 EBITDA $ 131,434 $ 165,905 $ 400,037 $ 521,129 |
SUPPLEMENTAL FINANCIAL INFORM_2
SUPPLEMENTAL FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accrued Expenses and Other Current Liabilities and Other Non-Current Liabilities | The following table presents the components of Other current assets, net and Other non-current assets, net: As of September 30, 2023 December 31, 2022 Other current assets, net: Inventory 167,181 123,006 Related party receivables - EchoStar $ 95,767 $ 112,985 Prepaids and deposits 24,792 23,948 Trade accounts receivable - DISH Network 2,097 1,992 Other, net 14,135 13,271 Total other current assets $ 303,972 $ 275,202 Other non-current assets, net: Capitalized software, net $ 117,473 $ 116,844 Related party receivables - EchoStar 58,048 55,834 Contract acquisition costs, net 53,114 64,447 Deferred tax assets, net 8,766 7,822 Restricted cash 1,335 1,341 Contract fulfillment costs, net 1,780 1,931 Other receivables, net 33,517 15,249 Other, net 21,800 22,409 Total other non-current assets, net $ 295,833 $ 285,877 The following table presents the components of Accrued expenses and other current liabilities and Other non-current liabilities : As of September 30, 2023 December 31, 2022 Accrued expenses and other current liabilities: Related party payables - EchoStar $ 236,928 $ 216,504 Accrued compensation 42,562 40,684 Accrued expenses 37,626 35,909 Operating lease obligation 17,799 17,766 Accrued interest 16,399 39,194 Accrued taxes 12,309 10,631 Accrual for license fee dispute 10,147 10,191 In-orbit incentive obligations 4,737 5,369 Trade accounts payable - DISH Network 733 567 Other 18,301 17,084 Total accrued expenses and other current liabilities $ 397,541 $ 393,899 Other non-current liabilities: Accrual for license fee dispute $ 50,502 $ 57,292 In-orbit incentive obligations 42,324 44,836 Related party payables - EchoStar 23,287 23,423 Contract liabilities 6,999 8,326 Other 3,813 20 Total other non-current liabilities $ 126,925 $ 133,897 |
Schedule of Inventory | The following table presents the components of inventory: As of September 30, 2023 December 31, 2022 Raw materials $ 40,227 $ 32,920 Work-in-process 25,316 16,408 Finished goods 101,638 73,678 Total inventory $ 167,181 $ 123,006 |
Schedule of Noncash Investing and Financing Activities | The following table presents the year-to-date supplemental and non-cash investing and financing activities: For the nine months ended September 30, 2023 2022 Supplemental disclosure of cash flow information: Cash paid for interest, net of amounts capitalized $ 92,257 $ 92,795 Cash paid for income taxes, net of refunds $ 3,233 $ 8,317 Non-cash investing and financing activities: Increase (decrease) in capital expenditures included in accounts payable, net $ (2,212) $ (7,097) Non-cash net assets received as part of the India JV formation $ — $ 36,701 |
SUPPLEMENTAL GUARANTOR AND NO_2
SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Guarantor and Non-Guarantor Financial Information | |
Schedule of Consolidating Balance Sheet | Consolidating Balance Sheet as of September 30, 2023 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Assets Current assets: Cash and cash equivalents $ 818,287 $ 22,668 $ 84,291 $ — $ 925,246 Marketable investment securities 694,582 — — — 694,582 Trade accounts receivable and contract assets, net — 161,502 73,900 — 235,402 Other current assets, net 2,568 1,553,719 272,203 (1,524,518) 303,972 Total current assets 1,515,437 1,737,889 430,394 (1,524,518) 2,159,202 Non-current assets: Property and equipment, net — 1,083,111 184,293 — 1,267,404 Operating lease right-of-use assets — 115,642 27,331 — 142,973 Goodwill — 504,173 28,537 — 532,710 Regulatory authorizations, net — 400,000 8,148 — 408,148 Other intangible assets, net — 11,385 2,590 — 13,975 Other investments, net 8,659 — 36,389 — 45,048 Investment in subsidiaries 3,391,070 297,836 — (3,688,906) — Other non-current assets, net 1,112 260,847 163,329 (129,455) 295,833 Total non-current assets 3,400,841 2,672,994 450,617 (3,818,361) 2,706,091 Total assets $ 4,916,278 $ 4,410,883 $ 881,011 $ (5,342,879) $ 4,865,293 Liabilities and Shareholder's Equity Current liabilities: Trade accounts payable $ 1 $ 67,587 $ 11,846 $ — $ 79,434 Contract liabilities — 117,993 4,295 — 122,288 Accrued expenses and other current liabilities 1,297,696 323,497 300,866 (1,524,518) 397,541 Total current liabilities 1,297,697 509,077 317,007 (1,524,518) 599,263 Non-current liabilities: Long-term debt, net 1,497,396 — — — 1,497,396 Deferred tax liabilities, net — 300,160 1,451 (591) 301,020 Operating lease liabilities — 104,835 22,279 — 127,114 Other non-current liabilities — 106,302 149,487 (128,864) 126,925 Total non-current liabilities 1,497,396 511,297 173,217 (129,455) 2,052,455 Total liabilities 2,795,093 1,020,374 490,224 (1,653,973) 2,651,718 Shareholder's equity: Total Hughes Satellite Systems Corporation shareholder's equity 2,121,185 3,390,509 298,397 (3,688,906) 2,121,185 Non-controlling interests — — 92,390 — 92,390 Total shareholder's equity 2,121,185 3,390,509 390,787 (3,688,906) 2,213,575 Total liabilities and shareholder's equity $ 4,916,278 $ 4,410,883 $ 881,011 $ (5,342,879) $ 4,865,293 Consolidating Balance Sheet as of December 31, 2022 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Assets Current assets: Cash and cash equivalents $ 547,605 $ 25,318 $ 80,209 $ — $ 653,132 Marketable investment securities 799,769 — — — 799,769 Trade accounts receivable and contract assets, net — 168,484 67,852 — 236,336 Other current assets, net 71 1,330,813 284,621 (1,340,303) 275,202 Total current assets 1,347,445 1,524,615 432,682 (1,340,303) 1,964,439 Non-current assets: Property and equipment, net — 1,140,294 235,710 — 1,376,004 Operating lease right-of-use assets — 121,609 29,023 — 150,632 Goodwill — 504,173 28,318 — 532,491 Regulatory authorizations, net — 400,000 8,619 — 408,619 Other intangible assets, net — 12,499 3,199 — 15,698 Other investments, net 8,920 — 74,603 — 83,523 Investment in subsidiaries 3,312,961 358,141 — (3,671,102) — Other non-current assets, net 1,095 261,906 163,165 (140,289) 285,877 Total non-current assets 3,322,976 2,798,622 542,637 (3,811,391) 2,852,844 Total assets $ 4,670,421 $ 4,323,237 $ 975,319 $ (5,151,694) $ 4,817,283 Liabilities and Shareholder's Equity Current liabilities: Trade accounts payable $ 477 $ 85,327 $ 12,425 $ — $ 98,229 Contract liabilities — 115,893 5,846 — 121,739 Accrued expenses and other current liabilities 1,121,740 296,666 315,796 (1,340,303) 393,899 Total current liabilities 1,122,217 497,886 334,067 (1,340,303) 613,867 Non-current liabilities: Long-term debt, net 1,496,777 — — — 1,496,777 Deferred tax liabilities, net — 288,716 1,451 (410) 289,757 Operating lease liabilities — 111,052 24,070 — 135,122 Other non-current liabilities — 113,183 160,593 (139,879) 133,897 Total non-current liabilities 1,496,777 512,951 186,114 (140,289) 2,055,553 Total liabilities 2,618,994 1,010,837 520,181 (1,480,592) 2,669,420 Shareholder's equity: Total Hughes Satellite Systems Corporation shareholder's equity 2,051,427 3,312,400 358,702 (3,671,102) 2,051,427 Non-controlling interests — — 96,436 — 96,436 Total shareholder's equity 2,051,427 3,312,400 455,138 (3,671,102) 2,147,863 Total liabilities and shareholder's equity $ 4,670,421 $ 4,323,237 $ 975,319 $ (5,151,694) $ 4,817,283 |
Schedule of Consolidating Statement of Operations and Comprehensive Income (Loss) | Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended September 30, 2023 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Revenue: Services and other revenue $ — $ 291,125 $ 74,474 $ (8,098) $ 357,501 Equipment revenue — 50,989 7,106 (4,391) 53,704 Total revenue — 342,114 81,580 (12,489) 411,205 Costs and expenses: Cost of sales - services and other (exclusive of depreciation and amortization) — 96,841 43,917 (8,968) 131,790 Cost of sales - equipment (exclusive of depreciation and amortization) — 42,046 4,438 (3,359) 43,125 Selling, general and administrative expenses — 80,088 17,688 (162) 97,614 Research and development expenses — 6,383 81 — 6,464 Depreciation and amortization — 68,635 27,995 — 96,630 Total costs and expenses — 293,993 94,119 (12,489) 375,623 Operating income (loss) — 48,121 (12,539) — 35,582 Other income (expense): Interest income, net 21,071 1,422 1,197 (883) 22,807 Interest expense, net of amounts capitalized (22,475) 1,815 (2,260) 883 (22,037) Gains (losses) on investments, net 22 — — — 22 Equity in earnings (losses) of unconsolidated affiliates, net 681 — (2,659) — (1,978) Other-than-temporary impairment losses on equity method investments — — — — — Equity in earnings (losses) of subsidiaries, net 25,816 (16,449) — (9,367) — Foreign currency transaction gains (losses), net — 724 (2,245) — (1,521) Other, net — 1 (14) — (13) Total other income (expense), net 25,115 (12,487) (5,981) (9,367) (2,720) Income (loss) before income taxes 25,115 35,634 (18,520) (9,367) 32,862 Income tax benefit (provision), net (87) (9,818) (641) — (10,546) Net income (loss) 25,028 25,816 (19,161) (9,367) 22,316 Less: Net loss (income) attributable to non-controlling interests — — 2,712 — 2,712 Net income (loss) attributable to HSSC $ 25,028 $ 25,816 $ (16,449) $ (9,367) $ 25,028 Net income (loss) $ 25,028 $ 25,816 $ (19,161) $ (9,367) $ 22,316 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (12,163) — (12,163) Unrealized gains (losses) on available-for-sale securities (83) — — — (83) Amounts reclassified to net income (loss): Realized losses (gains) on available-for-sale securities 21 — — — 21 Equity in other comprehensive income (loss) of subsidiaries, net (10,260) (10,260) — 20,520 — Total other comprehensive income (loss), net of tax (10,322) (10,260) (12,163) 20,520 (12,225) Comprehensive income (loss) 14,706 15,556 (31,324) 11,153 10,091 Less: Comprehensive loss (income) attributable to non-controlling interests — — 4,615 — 4,615 Comprehensive income (loss) attributable to HSSC $ 14,706 $ 15,556 $ (26,709) $ 11,153 $ 14,706 Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended September 30, 2022 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Revenue: Services and other revenue $ — $ 331,453 $ 78,443 $ (6,734) $ 403,162 Equipment revenue — 94,371 7,087 (5,454) 96,004 Total revenue — 425,824 85,530 (12,188) 499,166 Costs and expenses: Cost of sales - services and other (exclusive of depreciation and amortization) — 109,191 41,481 (7,353) 143,319 Cost of sales - equipment (exclusive of depreciation and amortization) — 73,821 4,852 (4,345) 74,328 Selling, general and administrative expenses — 85,551 20,457 (490) 105,518 Research and development expenses — 9,082 99 — 9,181 Depreciation and amortization — 71,414 32,234 — 103,648 Impairment of long-lived assets — — — — — Total costs and expenses — 349,059 99,123 (12,188) 435,994 Operating income (loss) — 76,765 (13,593) — 63,172 Other income (expense): Interest income, net 7,738 1,350 1,059 (1,266) 8,881 Interest expense, net of amounts capitalized (22,463) 1,064 (2,654) 1,266 (22,787) Gains (losses) on investments, net — — — — — Equity in earnings (losses) of unconsolidated affiliates, net 319 — (1,745) — (1,426) Equity in earnings (losses) of subsidiaries, net 43,769 (17,534) — (26,235) — Foreign currency transaction gains (losses), net — 1,968 (4,055) — (2,087) Other, net — — (256) — (256) Total other income (expense), net 29,363 (13,152) (7,651) (26,235) (17,675) Income (loss) before income taxes 29,363 63,613 (21,244) (26,235) 45,497 Income tax benefit (provision), net 3,293 (19,844) 856 — (15,695) Net income (loss) 32,656 43,769 (20,388) (26,235) 29,802 Less: Net loss (income) attributable to non-controlling interests — — 2,854 — 2,854 Net income (loss) attributable to HSSC $ 32,656 $ 43,769 $ (17,534) $ (26,235) $ 32,656 Comprehensive income (loss): Net income (loss) $ 32,656 $ 43,769 $ (20,388) $ (26,235) $ 29,802 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (16,452) — (16,452) Unrealized gains (losses) on available-for-sale securities 327 — — — 327 Amounts reclassified to net income (loss): Realized losses (gains) on available-for-sale securities — — — — — Equity in other comprehensive income (loss) of subsidiaries, net (14,197) (14,197) — 28,394 — Total other comprehensive income (loss), net of tax (13,870) (14,197) (16,452) 28,394 (16,125) Comprehensive income (loss) 18,786 29,572 (36,840) 2,159 13,677 Less: Comprehensive loss (income) attributable to non-controlling interests — — 5,108 — 5,108 Comprehensive income (loss) attributable to HSSC $ 18,786 $ 29,572 $ (31,732) $ 2,159 $ 18,785 Consolidating Statement of Operations and Comprehensive Income (Loss) For the Nine Months Ended September 30, 2023 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Revenue: Services and other revenue $ — $ 898,117 $ 225,931 $ (21,359) $ 1,102,689 Equipment revenue — 188,541 22,306 (13,469) 197,378 Total revenue — 1,086,658 248,237 (34,828) 1,300,067 Costs and expenses: Cost of sales - services and other (exclusive of depreciation and amortization) — 293,707 126,964 (23,986) 396,685 Cost of sales - equipment (exclusive of depreciation and amortization) — 147,130 14,332 (10,501) 150,961 Selling, general and administrative expenses 270 249,460 54,777 (341) 304,166 Research and development expenses — 21,336 224 — 21,560 Depreciation and amortization — 207,285 84,919 — 292,204 Total costs and expenses 270 918,918 281,216 (34,828) 1,165,576 Operating income (loss) (270) 167,740 (32,979) — 134,491 Other income (expense): Interest income, net 55,992 4,181 3,387 (2,649) 60,911 Interest expense, net of amounts capitalized (67,416) 4,981 (6,984) 2,649 (66,770) Gains (losses) on investments, net 252 — — — 252 Equity in earnings (losses) of unconsolidated affiliates, net 1,740 — (4,815) — (3,075) Other-than-temporary impairment losses on equity method investments — — (33,400) — (33,400) Equity in earnings (losses) of subsidiaries, net 66,506 (68,065) — 1,559 — Foreign currency transaction gains (losses), net — 154 4,638 — 4,792 Other, net — 1 (1,233) — (1,232) Total other income (expense), net 57,074 (58,748) (38,407) 1,559 (38,522) Income (loss) before income taxes 56,804 108,992 (71,386) 1,559 95,969 Income tax benefit (provision), net 1,405 (42,486) (2,684) — (43,765) Net income (loss) 58,209 66,506 (74,070) 1,559 52,204 Less: Net loss (income) attributable to non-controlling interests — — 6,005 — 6,005 Net income (loss) attributable to HSSC $ 58,209 $ 66,506 $ (68,065) $ 1,559 $ 58,209 Comprehensive income (loss): Net income (loss) $ 58,209 $ 66,506 $ (74,070) $ 1,559 $ 52,204 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 10,387 — 10,387 Unrealized gains (losses) on available-for-sale securities (304) — — — (304) Other — — — — — Amounts reclassified to net income (loss): Realized losses (gains) on available-for-sale securities 250 — — — 250 Equity in other comprehensive income (loss) of subsidiaries, net 8,428 8,428 — (16,856) — Total other comprehensive income (loss), net of tax 8,374 8,428 10,387 (16,856) 10,333 Comprehensive income (loss) 66,583 74,934 (63,683) (15,297) 62,537 Less: Comprehensive loss (income) attributable to non-controlling interests — — 4,046 — 4,046 Comprehensive income (loss) attributable to HSSC $ 66,583 $ 74,934 $ (59,637) $ (15,297) $ 66,583 Consolidating Statement of Operations and Comprehensive Income (Loss) For the Nine Months Ended September 30, 2022 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Revenue: Services and other revenue $ — $ 1,016,575 $ 242,844 $ (18,853) $ 1,240,566 Equipment revenue — 260,913 18,367 (15,939) 263,341 Total revenue — 1,277,488 261,211 (34,792) 1,503,907 Costs and expenses: Cost of sales - services and other (exclusive of depreciation and amortization) — 321,501 126,025 (22,237) 425,289 Cost of sales - equipment (exclusive of depreciation and amortization) — 212,955 11,693 (11,167) 213,481 Selling, general and administrative expenses — 261,154 64,195 (1,388) 323,961 Research and development expenses — 25,298 264 — 25,562 Depreciation and amortization — 222,381 104,809 — 327,190 Impairment of long-lived assets — — — — — Total costs and expenses — 1,043,289 306,986 (34,792) 1,315,483 Operating income (loss) — 234,199 (45,775) — 188,424 Other income (expense): Interest income, net 12,049 4,052 3,146 (3,807) 15,440 Interest expense, net of amounts capitalized (67,380) 2,843 (8,531) 3,807 (69,261) Gains (losses) on investments, net (3) 217 — — 214 Equity in earnings (losses) of unconsolidated affiliates, net 319 440 (5,200) — (4,441) Equity in earnings (losses) of subsidiaries, net 136,889 (52,582) — (84,307) — Foreign currency transaction gains (losses), net — 5,775 (4,085) — 1,690 Other, net — (271) (413) — (684) Total other income (expense), net 81,874 (39,526) (15,083) (84,307) (57,042) Income (loss) before income taxes 81,874 194,673 (60,858) (84,307) 131,382 Income tax benefit (provision), net 12,577 (57,784) (460) — (45,667) Net income (loss) 94,451 136,889 (61,318) (84,307) 85,715 Less: Net loss (income) attributable to non-controlling interests — — 8,736 — 8,736 Net income (loss) attributable to HSSC $ 94,451 $ 136,889 $ (52,582) $ (84,307) $ 94,451 Comprehensive income (loss): Net income (loss) $ 94,451 $ 136,889 $ (61,318) $ (84,307) $ 85,715 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (8,909) — (8,909) Unrealized gains (losses) on available-for-sale securities (189) — — — (189) Amounts reclassified to net income (loss): Realized losses (gains) on available-for-sale securities 3 — — — 3 Equity in other comprehensive income (loss) of subsidiaries, net (9,217) (9,217) — 18,434 — Total other comprehensive income (loss), net of tax (9,403) (9,217) (8,909) 18,434 (9,095) Comprehensive income (loss) 85,048 127,672 (70,227) (65,873) 76,620 Less: Comprehensive loss (income) attributable to non-controlling interests — — 8,427 — 8,427 Comprehensive income (loss) attributable to HSSC $ 85,048 $ 127,672 $ (61,800) $ (65,873) $ 85,047 |
Schedule of Consolidating Statement of Cash Flows | Consolidating Statement of Cash Flows For the Nine months ended September 30, 2023 Hughes Satellite Systems Corporation Guarantor Non-Guarantor Eliminations Total Cash flows from operating activities: Net income (loss) $ 58,209 $ 66,506 $ (74,070) $ 1,559 $ 52,204 Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities: (112,948) 274,619 97,719 (1,559) 257,831 Net cash provided by (used for) operating activities (54,739) 341,125 23,649 — 310,035 Cash flows from investing activities: Purchases of marketable investment securities (964,388) — — — (964,388) Sales and maturities of marketable investment securities 1,092,773 — — — 1,092,773 Expenditures for property and equipment — (121,222) (21,097) — (142,319) Expenditures for externally marketed software — (22,373) — — (22,373) Distributions (contributions) and advances from (to) subsidiaries, net 197,036 — — (197,036) — Net cash provided by (used for) investing activities 325,421 (143,595) (21,097) (197,036) (36,307) Cash flows from financing activities: Payment of in-orbit incentive obligations — (3,144) — — (3,144) Contribution (distributions) and advances (to) from parent, net — (197,036) — 197,036 — Net cash provided by (used for) financing activities — (200,180) — 197,036 (3,144) Effect of exchange rates on cash and cash equivalents — — 1,524 — 1,524 Net increase (decrease) in cash and cash equivalents 270,682 (2,650) 4,076 — 272,108 Cash and cash equivalents, including restricted amounts, beginning of period 547,605 25,318 81,550 — 654,473 Cash and cash equivalents, including restricted amounts, end of period $ 818,287 $ 22,668 $ 85,626 $ — $ 926,581 Consolidating Statement of Cash Flows For the Nine months ended September 30, 2022 Hughes Satellite Systems Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash flows from operating activities: Net income (loss) $ 94,451 $ 136,889 $ (61,318) $ (84,307) $ 85,715 Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities: (167,533) 239,770 103,629 84,307 260,173 Net cash provided by (used for) operating activities (73,082) 376,659 42,311 — 345,888 Cash flows from investing activities: Purchases of marketable investment securities (506,329) — — — (506,329) Sales and maturities of marketable investment securities 866,353 — — — 866,353 Expenditures for property and equipment — (138,855) (37,810) — (176,665) Expenditures for externally marketed software — (16,926) — — (16,926) Distributions (contributions) and advances from (to) subsidiaries, net 237,775 — — (237,775) — India JV formation — (7,892) — — (7,892) Dividend received from unconsolidated affiliate 2,000 — — — 2,000 Net cash provided by (used for) investing activities 599,799 (163,673) (37,810) (237,775) 160,541 Cash flows from financing activities: Payment of finance lease obligations — — (114) — (114) Payment of in-orbit incentive obligations — (2,422) — — (2,422) Dividend paid to EchoStar (100,000) — — — (100,000) Contribution (distributions) and advances (to) from parent, net — (237,775) — 237,775 — Net cash provided by (used for) financing activities (100,000) (240,197) (114) 237,775 (102,536) Effect of exchange rates on cash and cash equivalents — — (3,007) — (3,007) Net increase (decrease) in cash and cash equivalents 426,717 (27,211) 1,380 — 400,886 Cash and cash equivalents, including restricted amounts, beginning of period 324,764 42,550 62,834 — 430,148 Cash and cash equivalents, including restricted amounts, end of period $ 751,481 $ 15,339 $ 64,214 $ — $ 831,034 |
ORGANIZATION AND BUSINESS ACT_2
ORGANIZATION AND BUSINESS ACTIVITIES (Details) | 9 Months Ended | ||
Oct. 02, 2023 $ / shares | Sep. 30, 2023 segment $ / shares | Dec. 31, 2022 $ / shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of business segments | segment | 2 | ||
Stockholders Equity (Deficit) | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Subsequent Event | DISH Network Corporation | Class A common stock | |||
Stockholders Equity (Deficit) | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Subsequent Event | DISH Network Corporation | Class C common stock | |||
Stockholders Equity (Deficit) | |||
Common stock, par value (in dollars per share) | 0.01 | ||
Subsequent Event | DISH Network Corporation | Class B common stock | |||
Stockholders Equity (Deficit) | |||
Common stock, par value (in dollars per share) | 0.01 | ||
Subsequent Event | EchoStar | Class A common stock | |||
Stockholders Equity (Deficit) | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Exchange ratio | 0.350877 | ||
Subsequent Event | EchoStar | Class B common stock | |||
Stockholders Equity (Deficit) | |||
Common stock, par value (in dollars per share) | $ 0.001 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) program | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) program | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Accounting Policies [Line Items] | |||||
Number of government programs | program | 3 | 3 | |||
Total revenue | $ 411,205 | $ 499,166 | $ 1,300,067 | $ 1,503,907 | |
Trade accounts receivable and contract assets, net | 235,402 | 235,402 | $ 236,336 | ||
New York-Connect America Fund, New York Broadband, and Affordable Connectivity Plan | |||||
Accounting Policies [Line Items] | |||||
Trade accounts receivable and contract assets, net | 2,800 | 2,800 | |||
Services and other revenue | |||||
Accounting Policies [Line Items] | |||||
Total revenue | 357,501 | $ 403,162 | 1,102,689 | $ 1,240,566 | |
Services and other revenue | New York-Connect America Fund, New York Broadband, and Affordable Connectivity Plan | |||||
Accounting Policies [Line Items] | |||||
Total revenue | $ 4,600 | $ 12,700 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Components of Contract Balances (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 | |
Trade accounts receivable and contract assets, net: | |||||
Trade accounts receivable | $ 175,300 | $ 175,300 | $ 178,401 | ||
Contract assets | 76,824 | 76,824 | 73,293 | ||
Allowance for doubtful accounts | (16,722) | (16,722) | (15,358) | ||
Trade accounts receivable and contract assets, net | 235,402 | 235,402 | 236,336 | ||
Contract liabilities: | |||||
Current | 122,288 | 122,288 | 121,739 | ||
Non-current | 6,999 | 6,999 | 8,326 | ||
Total contract liabilities | 129,287 | 129,287 | 130,065 | ||
Revenue recognized | 7,608 | $ 6,175 | 80,157 | $ 115,974 | |
Sales and services | |||||
Trade accounts receivable and contract assets, net: | |||||
Trade accounts receivable | 165,444 | 165,444 | 170,466 | ||
Leasing and other | |||||
Trade accounts receivable and contract assets, net: | |||||
Trade accounts receivable | $ 9,856 | $ 9,856 | $ 7,935 |
REVENUE RECOGNITION - Activity
REVENUE RECOGNITION - Activity in Contract Acquisition Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Increase (Decrease) In Capitalized Contract Cost [Roll Forward] | ||||
Balance at beginning of period | $ 64,447 | $ 82,986 | ||
Additions | 34,708 | 45,172 | ||
Amortization expense | $ (14,600) | $ (18,200) | (46,722) | (57,822) |
Foreign currency translation | 681 | 156 | ||
Balance at end of period | $ 53,114 | $ 70,492 | $ 53,114 | $ 70,492 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Capitalized contract cost amortization | $ 14,600 | $ 18,200 | $ 46,722 | $ 57,822 |
Remaining performance obligation | $ 1,200,000 | $ 1,200,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligation period | 1 year | 1 year | ||
Remaining performance obligation, percentage | 29% | 29% | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligation period | ||||
Remaining performance obligation, percentage | 71% | 71% |
REVENUE RECOGNITION - Schedul_2
REVENUE RECOGNITION - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 411,205 | $ 499,166 | $ 1,300,067 | $ 1,503,907 |
Services and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 357,501 | 403,162 | 1,102,689 | 1,240,566 |
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 345,883 | 386,985 | 1,066,553 | 1,190,803 |
Lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 11,618 | 16,177 | 36,136 | 49,763 |
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 53,704 | 96,004 | 197,378 | 263,341 |
Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 24,696 | 33,584 | 72,348 | 86,878 |
Design, development and construction services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 26,235 | 60,606 | 114,615 | 172,822 |
Lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,773 | 1,814 | 10,415 | 3,641 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 330,594 | 393,769 | 1,055,173 | 1,200,667 |
South and Central America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 39,843 | 40,290 | 119,528 | 125,256 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 40,768 | 65,107 | 125,366 | 177,984 |
Corporate and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 550 | 4,620 | 1,765 | 14,090 |
Corporate and Other | Services and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 555 | 4,621 | 1,765 | 14,090 |
Corporate and Other | Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Corporate and Other | Lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 555 | 4,621 | 1,765 | 14,090 |
Corporate and Other | Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | (5) | (1) | 0 | 0 |
Corporate and Other | Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | (5) | (1) | 0 | 0 |
Corporate and Other | Design, development and construction services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Corporate and Other | Lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Corporate and Other | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | (574) | (393) | (1,624) | (939) |
Corporate and Other | South and Central America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Corporate and Other | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,124 | 5,013 | 3,389 | 15,029 |
Hughes | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 404,209 | 489,565 | 1,279,739 | 1,475,512 |
Hughes | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 404,209 | 489,565 | 1,279,739 | 1,475,512 |
Hughes | Operating segments | Services and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 350,500 | 393,560 | 1,082,361 | 1,212,171 |
Hughes | Operating segments | Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 341,575 | 383,738 | 1,054,348 | 1,181,460 |
Hughes | Operating segments | Lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,925 | 9,822 | 28,013 | 30,711 |
Hughes | Operating segments | Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 53,709 | 96,005 | 197,378 | 263,341 |
Hughes | Operating segments | Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 24,701 | 33,585 | 72,348 | 86,878 |
Hughes | Operating segments | Design, development and construction services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 26,235 | 60,606 | 114,615 | 172,822 |
Hughes | Operating segments | Lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,773 | 1,814 | 10,415 | 3,641 |
Hughes | Operating segments | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 324,722 | 389,181 | 1,038,234 | 1,187,301 |
Hughes | Operating segments | South and Central America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 39,843 | 40,290 | 119,528 | 125,256 |
Hughes | Operating segments | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 39,644 | 60,094 | 121,977 | 162,955 |
ESS | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,873 | 4,588 | 16,940 | 13,366 |
ESS | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,446 | 4,981 | 18,563 | 14,305 |
ESS | Operating segments | Services and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,446 | 4,981 | 18,563 | 14,305 |
ESS | Operating segments | Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,308 | 3,247 | 12,205 | 9,343 |
ESS | Operating segments | Lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,138 | 1,734 | 6,358 | 4,962 |
ESS | Operating segments | Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
ESS | Operating segments | Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | ||
ESS | Operating segments | Design, development and construction services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
ESS | Operating segments | Lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
ESS | Operating segments | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,446 | 4,981 | 18,563 | 14,305 |
ESS | Operating segments | South and Central America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
ESS | Operating segments | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUE RECOGNITION - Lease Inc
REVENUE RECOGNITION - Lease Income By Lease Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Sales-type Lease, Lease Income [Abstract] | ||||
Sales-type Lease, Revenue | $ 2,272 | $ 1,514 | $ 8,913 | $ 2,735 |
Sales-type Lease, Interest Income | 501 | 300 | 1,502 | 906 |
Sales-type Lease, Lease Income, Total | 2,773 | 1,814 | 10,415 | 3,641 |
Operating Lease, Lease Income | 11,618 | 16,177 | 36,136 | 49,763 |
Lease Income, Total | $ 14,391 | $ 17,991 | $ 46,551 | $ 53,404 |
Sales-Type Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total revenue | Total revenue | Total revenue | Total revenue |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total revenue | Total revenue | Total revenue | Total revenue |
MARKETABLE INVESTMENT SECURIT_3
MARKETABLE INVESTMENT SECURITIES - Schedule of Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | $ 694,582 | $ 799,769 |
Marketable investment securities | 694,582 | 799,769 |
Corporate bonds | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 145,942 | 154,580 |
Commercial paper | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 505,700 | 643,526 |
Other debt securities | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | $ 42,940 | $ 1,663 |
MARKETABLE INVESTMENT SECURIT_4
MARKETABLE INVESTMENT SECURITIES - Unrealized Gains (Losses) on Available-for-Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | $ 694,615 | $ 799,733 |
Unrealized Gains | 57 | 119 |
Unrealized Losses | (90) | (83) |
Estimated Fair Value | 694,582 | 799,769 |
Corporate bonds | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 145,970 | 154,517 |
Unrealized Gains | 57 | 119 |
Unrealized Losses | (85) | (56) |
Estimated Fair Value | 145,942 | 154,580 |
Commercial paper | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 505,700 | 643,553 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | (27) |
Estimated Fair Value | 505,700 | 643,526 |
Other debt securities | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 42,945 | 1,663 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (5) | 0 |
Estimated Fair Value | $ 42,940 | $ 1,663 |
MARKETABLE INVESTMENT SECURIT_5
MARKETABLE INVESTMENT SECURITIES - Activity on Available-for-sale Debt Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Proceeds from sales | $ 71,586 | $ 0 | $ 203,307 | $ 37,904 |
MARKETABLE INVESTMENT SECURIT_6
MARKETABLE INVESTMENT SECURITIES - Narrative (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Debt securities with contractual maturities of one year or less | $ 686.8 |
Debt securities with contractual maturities exceeding one year | $ 7.8 |
MARKETABLE INVESTMENT SECURIT_7
MARKETABLE INVESTMENT SECURITIES - Schedule of Fair Value Measurements (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair value of marketable securities | ||
Cash equivalents (including restricted) | $ 818,286,000 | $ 548,554,000 |
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 694,582,000 | 799,769,000 |
Total marketable investment securities | 694,582,000 | 799,769,000 |
Corporate bonds | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 145,942,000 | 154,580,000 |
Commercial paper | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 505,700,000 | 643,526,000 |
Other debt securities | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 42,940,000 | 1,663,000 |
Level 1 | ||
Fair value of marketable securities | ||
Cash equivalents (including restricted) | 179,000 | 496,000 |
Available-for-sale debt securities: | ||
Total marketable investment securities | 38,272,000 | 0 |
Level 1 | Corporate bonds | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 0 | 0 |
Level 1 | Commercial paper | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 0 | 0 |
Level 1 | Other debt securities | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 38,272,000 | 0 |
Level 2 | ||
Fair value of marketable securities | ||
Cash equivalents (including restricted) | 818,107,000 | 548,058,000 |
Available-for-sale debt securities: | ||
Total marketable investment securities | 656,310,000 | 799,769,000 |
Level 2 | Corporate bonds | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 145,942,000 | 154,580,000 |
Level 2 | Commercial paper | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 505,700,000 | 643,526,000 |
Level 2 | Other debt securities | ||
Available-for-sale debt securities: | ||
Total available-for-sale debt securities | 4,668,000 | 1,663,000 |
Level 3 | ||
Available-for-sale debt securities: | ||
Total marketable investment securities | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Major Asset Class (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property and equipment, net: | ||
Property and equipment, net | $ 1,267,404 | $ 1,376,004 |
Satellites, net | ||
Property and equipment, net: | ||
Property and equipment, net | 678,708 | 754,019 |
Other property and equipment, net | ||
Property and equipment, net: | ||
Property and equipment, net | $ 588,696 | $ 621,985 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 USD ($) satellite mi | Dec. 31, 2022 USD ($) | |
Satellite-related obligations | ||
Property, Plant and Equipment [Line Items] | ||
Satellite-related obligations | $ | $ 121.2 | $ 143.5 |
Satellites | ||
Property, Plant and Equipment [Line Items] | ||
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator | 8 | |
Satellites in geosynchronous orbit length above equator | mi | 22,300 | |
Satellites - owned | ||
Property, Plant and Equipment [Line Items] | ||
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator | 5 | |
Satellites - acquired under finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Number of satellites utilized under capital lease | 3 | |
Level 2 | ||
Property, Plant and Equipment [Line Items] | ||
Obligations, fair value disclosure | $ | $ 47.1 | $ 50.2 |
PROPERTY AND EQUIPMENT - Sche_2
PROPERTY AND EQUIPMENT - Schedule of Satellite Fleet (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Nov. 30, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 15 years | |
SPACEWAY 3 | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 10 years | |
EchoStar XVII | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 15 years | |
EchoStar XIX | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 15 years | |
Al Yah 3 | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 5 years | |
EchoStar IX | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 12 years | |
Eutelsat 65 West A | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 15 years | |
Telesat T19V | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 15 years | |
EchoStar 105/SES-11 | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 15 years | |
Yahsat Brazil | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 7 years | |
Depreciation expense increase | $ 7.4 | |
Expected amortization for remainder of fiscal year | 11.1 | |
Expected amortization for 2024 | $ 12.8 |
PROPERTY AND EQUIPMENT- Schedul
PROPERTY AND EQUIPMENT- Schedule of Satellite Breakdown (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 15 years | |
Accumulated depreciation: | ||
Total satellites, net | $ 1,267,404 | $ 1,376,004 |
Satellites | ||
Satellites, net: | ||
Total satellites | 1,869,931 | 1,864,077 |
Accumulated depreciation: | ||
Accumulated depreciation | (1,191,223) | (1,110,058) |
Total satellites, net | 678,708 | 754,019 |
Satellites - owned | ||
Satellites, net: | ||
Satellites - owned | 1,505,111 | 1,503,435 |
Accumulated depreciation: | ||
Accumulated depreciation | (1,049,402) | (988,164) |
Satellites - acquired under finance leases | ||
Satellites, net: | ||
Satellites - acquired under finance leases | 364,820 | 360,642 |
Accumulated depreciation: | ||
Accumulated depreciation | $ (141,821) | $ (121,894) |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 5 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life (In Years) | 15 years |
PROPERTY AND EQUIPMENT - Sche_3
PROPERTY AND EQUIPMENT - Schedule of Depreciation Expense and Capitalized Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Depreciation expense: | ||||
Total depreciation expense | $ 96,630 | $ 103,648 | $ 292,204 | $ 327,190 |
Capitalized interest | 2,850 | 2,206 | 8,114 | 6,264 |
Satellites | ||||
Depreciation expense: | ||||
Total depreciation expense | 26,973 | 24,914 | 78,818 | 74,958 |
Satellites - owned | ||||
Depreciation expense: | ||||
Satellites - owned | 20,847 | 18,911 | 60,573 | 56,831 |
Satellites - acquired under finance leases | ||||
Depreciation expense: | ||||
Satellites - acquired under finance leases | $ 6,126 | $ 6,003 | $ 18,245 | $ 18,127 |
REGULATORY AUTHORIZATIONS - Sch
REGULATORY AUTHORIZATIONS - Schedule of Finite Lived and Indefinite Lived Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accumulated Amortization | ||
Amortization expense | $ (1,305) | $ (617) |
Indefinite lived | ||
Balance at the beginning of the period | 400,000 | 400,000 |
Currency translation adjustments | 0 | 0 |
Balance at the end of the period | 400,000 | 400,000 |
Total | ||
Balance at beginning of period | 408,619 | 408,959 |
Currency translation adjustments | 834 | 200 |
Balance at the end of the period | $ 408,148 | 408,542 |
Weighted-average useful life (in years) | 11 years | |
Regulatory authorization | ||
Cost | ||
Balance at the beginning of the period | $ 11,331 | 10,733 |
Currency translation adjustments | 1,072 | 230 |
Balance at the end of the period | 12,403 | 10,963 |
Accumulated Amortization | ||
Balance at beginning of period | (2,712) | (1,774) |
Amortization expense | (1,305) | (617) |
Currency translation adjustments | (238) | (30) |
Balance at end of the period | (4,255) | (2,421) |
Total | ||
Beginning balance | 8,619 | 8,959 |
Currency translation adjustments | 834 | 200 |
Balance at the end of the period | $ 8,148 | $ 8,542 |
OTHER INVESTMENTS - Schedule of
OTHER INVESTMENTS - Schedule of Other Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other investments, net: | ||
Equity method investments | $ 45,048 | $ 83,523 |
Total other investments, net | $ 45,048 | $ 83,523 |
OTHER INVESTMENTS - Narrative (
OTHER INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Other-than-temporary impairment losses on equity method investments | $ 0 | $ 0 | $ 33,400 | $ 0 |
Deluxe | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest, percentage in joint venture | 50% | 50% | ||
BCS | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest, percentage in joint venture | 20% | 20% | ||
Other-than-temporary impairment losses on equity method investments | $ 33,400 |
OTHER INVESTMENTS - Schedule _2
OTHER INVESTMENTS - Schedule of Revenue Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Deluxe | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenues | $ 1,445 | $ 1,243 | $ 4,233 | $ 3,901 |
BCS | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenues | $ 924 | $ 2,600 | $ 2,573 | $ 6,321 |
OTHER INVESTMENTS - Schedule _3
OTHER INVESTMENTS - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Trade accounts receivable and contract assets, net | $ 235,402 | $ 236,336 |
Deluxe | ||
Schedule of Equity Method Investments [Line Items] | ||
Trade accounts receivable and contract assets, net | 833 | 3,026 |
BCS | ||
Schedule of Equity Method Investments [Line Items] | ||
Trade accounts receivable and contract assets, net | $ 4,061 | $ 5,062 |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt | ||
Less: Unamortized debt issuance costs | $ (2,604) | $ (3,223) |
Carrying amount, total long-term debt, net | 1,497,396 | 1,496,777 |
Fair value, total long-term debt, net | $ 1,320,165 | 1,435,253 |
Senior Secured Notes | 5 1/4% Senior Secured Notes due 2026 | ||
Debt | ||
Interest rate | 5.25% | |
Effective Interest Rate | 5.32% | |
Carrying amount, gross | $ 750,000 | 750,000 |
Fair value, total long-term debt, net | $ 677,970 | 727,763 |
Senior Unsecured Notes | 6 5/8% Senior Unsecured Notes due 2026 | ||
Debt | ||
Interest rate | 6.625% | |
Effective Interest Rate | 6.688% | |
Carrying amount, gross | $ 750,000 | 750,000 |
Fair value, total long-term debt, net | $ 642,195 | $ 707,490 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 10,546 | $ 15,695 | $ 43,765 | $ 45,667 |
Effective income tax rate | 32.10% | 34.50% | 45.60% | 34.80% |
RELATED PARTY TRANSACTIONS - _4
RELATED PARTY TRANSACTIONS - ECHOSTAR - Operating Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related party transactions | ||||
Operating expenses - DISH Network | $ 97,614 | $ 105,518 | $ 304,166 | $ 323,961 |
EchoStar | ||||
Related party transactions | ||||
Operating expenses - DISH Network | $ 17,167 | $ 19,586 | $ 58,314 | $ 54,945 |
RELATED PARTY TRANSACTIONS - _5
RELATED PARTY TRANSACTIONS - ECHOSTAR - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related party transactions | ||||
Total revenue | $ 411,205 | $ 499,166 | $ 1,300,067 | $ 1,503,907 |
Selling, general and administrative expenses | 97,614 | 105,518 | $ 304,166 | 323,961 |
SOFR | ||||
Related party transactions | ||||
Basis spread | 0.65% | |||
Related Party | EchoStar Mobile Limited | ||||
Related party transactions | ||||
Total revenue | 1,100 | 5,000 | $ 3,400 | 15,000 |
Related Party | EOC | ||||
Related party transactions | ||||
Interest rate on converted receivables loan | 5% | |||
Related Party | EOC | Construction Management Services | ||||
Related party transactions | ||||
Selling, general and administrative expenses | $ 400 | $ 500 | $ 1,400 | $ 1,200 |
RELATED PARTY TRANSACTIONS - _6
RELATED PARTY TRANSACTIONS - ECHOSTAR - Services and Other Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Related party transactions | ||
Related party receivables - EchoStar - current | $ 235,402 | $ 236,336 |
EchoStar | ||
Related party transactions | ||
Related party receivables - EchoStar - current | 95,767 | 112,985 |
Related party receivables - EchoStar - non-current | 58,048 | 55,834 |
Total related party receivables - EchoStar | $ 153,815 | $ 168,819 |
RELATED PARTY TRANSACTIONS - _7
RELATED PARTY TRANSACTIONS - ECHOSTAR - Echostar - Operating Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Related party transactions | ||
Related party payables - EchoStar - current | $ 79,434 | $ 98,229 |
EchoStar | ||
Related party transactions | ||
Related party payables - EchoStar - current | 236,928 | 216,504 |
Related party payables - EchoStar - non-current | 23,287 | 23,423 |
Total related party payables - EchoStar | $ 260,215 | $ 239,927 |
RELATED PARTY TRANSACTIONS - _8
RELATED PARTY TRANSACTIONS - DISH NETWORK - Overview (Details) - $ / shares | 1 Months Ended | ||||
Sep. 30, 2019 | May 31, 2019 | Feb. 28, 2017 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related party transactions | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Common Stock | BSS Corp. | |||||
Related party transactions | |||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||
Share of BSS common stock issued for each share of Echostar Class A or Class B common stock (in shares) | 1 | ||||
Common Stock | DISH Network | |||||
Related party transactions | |||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||
Class A common stock | DISH Network | |||||
Related party transactions | |||||
Entity shares issued per acquiree share (in shares) | 0.235 | 0.235 | |||
Related Party | DISH Network | Share Exchange Agreement | EchoStar Technologies segment | |||||
Related party transactions | |||||
Ownership interest acquired by related party (as a percent) | 100% | ||||
Related Party | DISH Network | Hughes Retail Preferred Tracking Stock | Hughes Retail Group | Satellite and Tracking Stock Transaction | |||||
Related party transactions | |||||
Percentage of economic interest held | 80% |
RELATED PARTY TRANSACTIONS - _9
RELATED PARTY TRANSACTIONS - DISH NETWORK - Services and Other Revenue - DISH Network (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 | |
Related party transactions | |||||
Services and other revenue - DISH Network | $ 411,205 | $ 499,166 | $ 1,300,067 | $ 1,503,907 | |
Trade accounts receivable - DISH Network | 235,402 | 235,402 | $ 236,336 | ||
Related Party | |||||
Related party transactions | |||||
Trade accounts receivable - DISH Network | 2,097 | 2,097 | 1,992 | ||
Related Party | DISH Network | |||||
Related party transactions | |||||
Services and other revenue - DISH Network | 3,015 | $ 4,258 | 9,620 | $ 13,589 | |
Trade accounts receivable - DISH Network | $ 2,097 | $ 2,097 | $ 1,992 |
RELATED PARTY TRANSACTIONS -_10
RELATED PARTY TRANSACTIONS - DISH NETWORK - Telesat Obligation Agreement (Details) | 1 Months Ended |
Sep. 30, 2009 transponder | |
TeleSat Transponder Agreement | Telesat Canada | |
Related party transactions | |
Number of transponders | 32 |
DISH Nimiq 5 Agreement | Related Party | |
Related party transactions | |
Number of transponders | 32 |
RELATED PARTY TRANSACTIONS -_11
RELATED PARTY TRANSACTIONS - DISH NETWORK - TerreStar Agreement (Details) - Related Party - TerreStar Agreement | 1 Months Ended |
Dec. 31, 2017 | |
Related party transactions | |
Minimum termination notice period (days) | 21 days |
Required minimum notice for termination of agreement (days) | 90 days |
RELATED PARTY TRANSACTIONS -_12
RELATED PARTY TRANSACTIONS - DISH NETWORK - Hughes Broadband Distribution Agreement (Details) - Hughes Broadband Distribution Agreement | 1 Months Ended |
Oct. 31, 2012 | |
Related party transactions | |
Agreement term (in years) | 5 years |
Automatic renewal period (in years) | 1 year |
Required minimum notice for termination of agreement (days) | 180 days |
RELATED PARTY TRANSACTIONS -_13
RELATED PARTY TRANSACTIONS - DISH NETWORK - DBSD North America Agreement (Details) - Related Party - DBSD North America Agreement | 1 Months Ended | |
Feb. 28, 2019 | Dec. 31, 2017 | |
Related party transactions | ||
Minimum termination notice period (days) | 180 days | |
Quarter to Quarter | ||
Related party transactions | ||
Required minimum notice for termination of agreement (days) | 120 days | |
Month to Month Basis | ||
Related party transactions | ||
Minimum termination notice period (days) | 21 days |
RELATED PARTY TRANSACTIONS -_14
RELATED PARTY TRANSACTIONS - DISH NETWORK - Hughes Equipment and Services Agreement (Details) - Related Party - Hughes Equipment And Service Agreement | 1 Months Ended |
Feb. 28, 2019 | |
Related party transactions | |
Agreement term (in years) | 5 years |
Automatic renewal period (in years) | 1 year |
Required minimum notice for termination of agreement (days) | 180 days |
Minimum termination notice period (days) | 365 days |
RELATED PARTY TRANSACTIONS -_15
RELATED PARTY TRANSACTIONS - DISH NETWORK - Operating Expenses - DISH Network (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 | |
Related party transactions | |||||
Operating expenses - DISH Network | $ 97,614 | $ 105,518 | $ 304,166 | $ 323,961 | |
Trade accounts payable | 79,434 | 79,434 | $ 98,229 | ||
Related Party | |||||
Related party transactions | |||||
Trade accounts payable | 733 | 733 | 567 | ||
Related Party | DISH Network | |||||
Related party transactions | |||||
Operating expenses - DISH Network | 1,154 | $ 1,197 | 3,408 | $ 3,401 | |
Trade accounts payable | $ 733 | $ 733 | $ 567 |
RELATED PARTY TRANSACTIONS -_16
RELATED PARTY TRANSACTIONS - DISH NETWORK - Amended and Restated Professional Services Agreement (Details) - Related Party | 1 Months Ended |
Jan. 31, 2010 | |
Amended and Restated Professional Services Agreement | |
Related party transactions | |
Automatic renewal period (in years) | 1 year |
EchoStar Amended and Restated Professional Services Agreement | |
Related party transactions | |
Required minimum notice for termination of agreement (days) | 60 days |
Required minimum notice for termination of individual service (days) | 30 days |
RELATED PARTY TRANSACTIONS -_17
RELATED PARTY TRANSACTIONS - DISH NETWORK - Collocation and Antenna Space Agreement (Details) - Related Party - Collocation and Antenna Space Agreements - renewal | 1 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2019 | Jul. 31, 2015 | Sep. 30, 2023 | |
Related party transactions | ||||
Number of renewal terms | 4 | |||
Term of renewal option (in years) | 3 years | 3 years | ||
Cheyenne, Wyoming | ||||
Related party transactions | ||||
Number of renewal terms | 4 | |||
Term of renewal option (in years) | 3 years | |||
Agreement term (in years) | 5 years | |||
Cheyenne, Wyoming And Gilbert, Arizona | ||||
Related party transactions | ||||
Number of renewal terms | 4 | |||
Term of renewal option (in years) | 3 years | |||
Agreement term (in years) | 5 years | |||
Maximum | ||||
Related party transactions | ||||
Required renewal notice (days) | 120 days | |||
Termination notice required (months) | 180 days | |||
Maximum | Cheyenne, Wyoming | ||||
Related party transactions | ||||
Required renewal notice (days) | 120 days | |||
Maximum | Cheyenne, Wyoming And Gilbert, Arizona | ||||
Related party transactions | ||||
Required renewal notice (days) | 120 days | |||
Minimum | ||||
Related party transactions | ||||
Required renewal notice (days) | 90 days | |||
Termination notice required (months) | 60 days | |||
Minimum | Cheyenne, Wyoming | ||||
Related party transactions | ||||
Required renewal notice (days) | 90 days | |||
Minimum | Cheyenne, Wyoming And Gilbert, Arizona | ||||
Related party transactions | ||||
Required renewal notice (days) | 90 days |
RELATED PARTY TRANSACTIONS -_18
RELATED PARTY TRANSACTIONS - DISH NETWORK - Hughes Broadband Master Services Agreement (Details) - Related Party - Hughes Broadband Master Services Agreement - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related party transactions | |||||
Automatic renewal period (in years) | 1 year | ||||
Required minimum notice for termination of agreement (days) | 90 days | ||||
Cost of sales | $ 0.5 | $ 1.8 | $ 1.4 | $ 5.4 |
RELATED PARTY TRANSACTIONS -_19
RELATED PARTY TRANSACTIONS - DISH NETWORK - 2019 TT&C Agreement (Details) - Related Party - TT&C Agreement | 1 Months Ended |
Sep. 30, 2019 | |
Related party transactions | |
Term of renewal option (in years) | 1 year |
Required renewal notice (days) | 90 days |
Termination notice required (months) | 12 months |
RELATED PARTY TRANSACTIONS -_20
RELATED PARTY TRANSACTIONS - DISH NETWORK - Referral Marketing Agreement (Details) | 1 Months Ended |
Jun. 30, 2021 | |
Related Party | Referral Marketing Agreement | |
Related party transactions | |
Termination notice | 90 days |
RELATED PARTY TRANSACTIONS -_21
RELATED PARTY TRANSACTIONS - DISH NETWORK - Other Agreements (Details) - shares | 1 Months Ended | |
Sep. 30, 2019 | May 31, 2019 | |
Class A common stock | DISH Network | ||
Related party transactions | ||
Entity shares issued per acquiree share (in shares) | 0.235 | 0.235 |
RELATED PARTY TRANSACTIONS -_22
RELATED PARTY TRANSACTIONS - OTHER (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related party transactions | |||||
Total revenue | $ 411,205,000 | $ 499,166,000 | $ 1,300,067,000 | $ 1,503,907,000 | |
Trade accounts receivable and contract assets, net | 235,402,000 | 235,402,000 | $ 236,336,000 | ||
Related Party | |||||
Related party transactions | |||||
Trade accounts receivable and contract assets, net | $ 2,097,000 | $ 2,097,000 | $ 1,992,000 | ||
Related Party | Hughes Systique | |||||
Related party transactions | |||||
Ownership interest in related party (as a percent) | 42% | ||||
Ownership interest percentage by related party | 25% | ||||
Related Party | TerreStar Solutions, Inc. | |||||
Related party transactions | |||||
Investment nonvoting interest ownership percentage(at least) | 15% | 15% | |||
Total revenue | $ 500,000 | $ 500,000 | $ 1,400,000 | $ 1,500,000 | |
Trade accounts receivable and contract assets, net | $ 0 | $ 0 |
CONTINGENCIES - Narrative (Deta
CONTINGENCIES - Narrative (Details) | Sep. 01, 2020 |
License Fee Dispute | |
Loss Contingencies [Line Items] | |
Payment schedule term | 10 years |
CONTINGENCIES - Accrual For Lic
CONTINGENCIES - Accrual For License Fees (Details) - License Fee Dispute - Hughes Network Systems - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||
Total accrual | $ 60,649 | $ 67,483 | |
Less: Payments | $ (17,785) | (27,855) | |
Less: Current portion | 10,147 | 10,191 | |
Total long-term accrual | 50,502 | 57,292 | |
Additional license fees | |||
Loss Contingencies [Line Items] | |||
Total accrual | 3,411 | 3,425 | |
Penalties | |||
Loss Contingencies [Line Items] | |||
Total accrual | 3,501 | 3,516 | |
Interest and interest on penalties | |||
Loss Contingencies [Line Items] | |||
Total accrual | $ 81,592 | $ 78,327 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
SEGMENT REPORTING - Schedule of
SEGMENT REPORTING - Schedule of Revenue, EBITDA, and Capital Expenditures by Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting | ||||
Total revenue | $ 411,205 | $ 499,166 | $ 1,300,067 | $ 1,503,907 |
Capital expenditures | 51,344 | 50,783 | 142,319 | 176,665 |
EBITDA | 131,434 | 165,905 | 400,037 | 521,129 |
Hughes | ||||
Segment Reporting | ||||
Total revenue | 404,209 | 489,565 | 1,279,739 | 1,475,512 |
ESS | ||||
Segment Reporting | ||||
Total revenue | 5,873 | 4,588 | 16,940 | 13,366 |
Operating segments | Hughes | ||||
Segment Reporting | ||||
Total revenue | 404,209 | 489,565 | 1,279,739 | 1,475,512 |
Capital expenditures | 51,214 | 50,783 | 142,189 | 176,665 |
EBITDA | 142,204 | 175,011 | 440,435 | 546,109 |
Operating segments | ESS | ||||
Segment Reporting | ||||
Total revenue | 6,446 | 4,981 | 18,563 | 14,305 |
Capital expenditures | 130 | 0 | 130 | 0 |
EBITDA | 4,868 | 3,446 | 14,085 | 9,658 |
Corporate, Non-Segment | ||||
Segment Reporting | ||||
Total revenue | 550 | 4,620 | 1,765 | 14,090 |
Capital expenditures | 0 | 0 | 0 | 0 |
EBITDA | (15,638) | (12,552) | (54,483) | (34,638) |
Intersegment revenue | ||||
Segment Reporting | ||||
Total revenue | (573) | (393) | (1,623) | (939) |
Intersegment revenue | Hughes | ||||
Segment Reporting | ||||
Total revenue | 0 | 0 | 0 | 0 |
Intersegment revenue | ESS | ||||
Segment Reporting | ||||
Total revenue | 573 | 393 | 1,623 | 939 |
All Other Segments and Eliminations | ||||
Segment Reporting | ||||
Total revenue | $ 1,123 | $ 5,013 | $ 3,388 | $ 15,029 |
SEGMENT REPORTING- Schedule of
SEGMENT REPORTING- Schedule of Reconciliation of EBITDA to Reported Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Income (loss) before income taxes | $ 32,862 | $ 45,497 | $ 95,969 | $ 131,382 |
Interest income, net | (22,807) | (8,881) | (60,911) | (15,440) |
Interest expense, net of amounts capitalized | 22,037 | 22,787 | 66,770 | 69,261 |
Depreciation and amortization | 96,630 | 103,648 | 292,204 | 327,190 |
Net loss (income) attributable to non-controlling interests | 2,712 | 2,854 | 6,005 | 8,736 |
EBITDA | $ 131,434 | $ 165,905 | $ 400,037 | $ 521,129 |
SUPPLEMENTAL FINANCIAL INFORM_3
SUPPLEMENTAL FINANCIAL INFORMATION - Schedule of Other Current Assets and Other Non-Current Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Other current assets, net: | ||||
Inventory | $ 167,181 | $ 123,006 | ||
Trade accounts receivable and contract assets, net | 235,402 | 236,336 | ||
Prepaids and deposits | 24,792 | 23,948 | ||
Other, net | 14,135 | 13,271 | ||
Total other current assets | 303,972 | 275,202 | ||
Other non-current assets, net: | ||||
Capitalized software, net | 117,473 | 116,844 | ||
Related party receivables - EchoStar | 58,048 | 55,834 | ||
Contract acquisition costs, net | 53,114 | 64,447 | $ 70,492 | $ 82,986 |
Deferred tax assets, net | 8,766 | 7,822 | ||
Restricted cash | 1,335 | 1,341 | ||
Contract fulfillment costs, net | 1,780 | 1,931 | ||
Other receivables, net | 33,517 | 15,249 | ||
Other, net | 21,800 | 22,409 | ||
Total other non-current assets, net | 295,833 | 285,877 | ||
Related Party | ||||
Other current assets, net: | ||||
Trade accounts receivable and contract assets, net | 2,097 | 1,992 | ||
Related Party | EchoStar | ||||
Other current assets, net: | ||||
Trade accounts receivable and contract assets, net | $ 95,767 | $ 112,985 |
SUPPLEMENTAL FINANCIAL INFORM_4
SUPPLEMENTAL FINANCIAL INFORMATION - Accrued Expenses and Other Current Liabilities and Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities: | ||
Accrued compensation | $ 42,562 | $ 40,684 |
Accrued expenses | 37,626 | 35,909 |
Operating lease obligation | 17,799 | 17,766 |
Accrued interest | 16,399 | 39,194 |
Accrued taxes | 12,309 | 10,631 |
Accrual for license fee dispute | 10,147 | 10,191 |
In-orbit incentive obligations | 4,737 | 5,369 |
Trade accounts payable | 79,434 | 98,229 |
Other | 18,301 | 17,084 |
Accrued expenses and other current liabilities | 397,541 | 393,899 |
Other non-current liabilities: | ||
Accrual for license fee dispute | 50,502 | 57,292 |
In-orbit incentive obligations | 42,324 | 44,836 |
Related party payables - EchoStar | 23,287 | 23,423 |
Contract liabilities | 6,999 | 8,326 |
Other | 3,813 | 20 |
Total other non-current liabilities | 126,925 | 133,897 |
Related Party | ||
Accrued expenses and other current liabilities: | ||
Related party payables - EchoStar | 236,928 | 216,504 |
Trade accounts payable | 733 | 567 |
Other non-current liabilities: | ||
Contract liabilities | $ 6,999 | $ 8,326 |
SUPPLEMENTAL FINANCIAL INFORM_5
SUPPLEMENTAL FINANCIAL INFORMATION - Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 40,227 | $ 32,920 |
Work-in-process | 25,316 | 16,408 |
Finished goods | 101,638 | 73,678 |
Total inventory | $ 167,181 | $ 123,006 |
SUPPLEMENTAL FINANCIAL INFORM_6
SUPPLEMENTAL FINANCIAL INFORMATION - Schedule of Noncash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amounts capitalized | $ 92,257 | $ 92,795 |
Cash paid for income taxes, net of refunds | 3,233 | 8,317 |
Non-cash investing and financing activities: | ||
Increase (decrease) in capital expenditures included in accounts payable, net | (2,212) | (7,097) |
Non-cash net assets received as part of the India JV formation | $ 0 | $ 36,701 |
SUPPLEMENTAL GUARANTOR AND NO_3
SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION - Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||||||
Cash and cash equivalents | $ 925,246 | $ 653,132 | ||||
Marketable investment securities | 694,582 | 799,769 | ||||
Trade accounts receivable and contract assets, net | 235,402 | 236,336 | ||||
Other current assets, net | 303,972 | 275,202 | ||||
Total current assets | 2,159,202 | 1,964,439 | ||||
Non-current assets: | ||||||
Property and equipment, net | 1,267,404 | 1,376,004 | ||||
Operating lease right-of-use assets | 142,973 | 150,632 | ||||
Goodwill | 532,710 | 532,491 | ||||
Regulatory authorizations, net | 408,148 | 408,619 | $ 408,542 | $ 408,959 | ||
Other intangible assets, net | 13,975 | 15,698 | ||||
Other investments, net | 45,048 | 83,523 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Other non-current assets, net | 295,833 | 285,877 | ||||
Total non-current assets | 2,706,091 | 2,852,844 | ||||
Total assets | 4,865,293 | 4,817,283 | ||||
Current liabilities: | ||||||
Trade accounts payable | 79,434 | 98,229 | ||||
Contract liabilities | 122,288 | 121,739 | ||||
Accrued expenses and other current liabilities | 397,541 | 393,899 | ||||
Total current liabilities | 599,263 | 613,867 | ||||
Non-current liabilities: | ||||||
Long-term debt, net | 1,497,396 | 1,496,777 | ||||
Deferred tax liabilities, net | 301,020 | 289,757 | ||||
Operating lease liabilities | 127,114 | 135,122 | ||||
Other non-current liabilities | 126,925 | 133,897 | ||||
Total non-current liabilities | 2,052,455 | 2,055,553 | ||||
Total liabilities | 2,651,718 | 2,669,420 | ||||
Shareholder's equity: | ||||||
Total Hughes Satellite Systems Corporation shareholder's equity | 2,121,185 | 2,051,427 | ||||
Non-controlling interests | 92,390 | 96,436 | ||||
Total shareholder's equity | 2,213,575 | $ 2,202,448 | 2,147,863 | $ 2,079,083 | $ 2,064,153 | $ 2,068,989 |
Total liabilities and shareholder's equity | 4,865,293 | 4,817,283 | ||||
Eliminations | ||||||
Current assets: | ||||||
Cash and cash equivalents | 0 | 0 | ||||
Marketable investment securities | 0 | 0 | ||||
Trade accounts receivable and contract assets, net | 0 | 0 | ||||
Other current assets, net | (1,524,518) | (1,340,303) | ||||
Total current assets | (1,524,518) | (1,340,303) | ||||
Non-current assets: | ||||||
Property and equipment, net | 0 | 0 | ||||
Operating lease right-of-use assets | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Regulatory authorizations, net | 0 | 0 | ||||
Other intangible assets, net | 0 | 0 | ||||
Other investments, net | 0 | 0 | ||||
Investment in subsidiaries | (3,688,906) | (3,671,102) | ||||
Other non-current assets, net | (129,455) | (140,289) | ||||
Total non-current assets | (3,818,361) | (3,811,391) | ||||
Total assets | (5,342,879) | (5,151,694) | ||||
Current liabilities: | ||||||
Trade accounts payable | 0 | 0 | ||||
Contract liabilities | 0 | 0 | ||||
Accrued expenses and other current liabilities | (1,524,518) | (1,340,303) | ||||
Total current liabilities | (1,524,518) | (1,340,303) | ||||
Non-current liabilities: | ||||||
Long-term debt, net | 0 | 0 | ||||
Deferred tax liabilities, net | (591) | (410) | ||||
Operating lease liabilities | 0 | 0 | ||||
Other non-current liabilities | (128,864) | (139,879) | ||||
Total non-current liabilities | (129,455) | (140,289) | ||||
Total liabilities | (1,653,973) | (1,480,592) | ||||
Shareholder's equity: | ||||||
Total Hughes Satellite Systems Corporation shareholder's equity | (3,688,906) | (3,671,102) | ||||
Non-controlling interests | 0 | 0 | ||||
Total shareholder's equity | (3,688,906) | (3,671,102) | ||||
Total liabilities and shareholder's equity | (5,342,879) | (5,151,694) | ||||
Hughes Satellite Systems Corporation | Reportable Legal Entities | ||||||
Current assets: | ||||||
Cash and cash equivalents | 818,287 | 547,605 | ||||
Marketable investment securities | 694,582 | 799,769 | ||||
Trade accounts receivable and contract assets, net | 0 | 0 | ||||
Other current assets, net | 2,568 | 71 | ||||
Total current assets | 1,515,437 | 1,347,445 | ||||
Non-current assets: | ||||||
Property and equipment, net | 0 | 0 | ||||
Operating lease right-of-use assets | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Regulatory authorizations, net | 0 | 0 | ||||
Other intangible assets, net | 0 | 0 | ||||
Other investments, net | 8,659 | 8,920 | ||||
Investment in subsidiaries | 3,391,070 | 3,312,961 | ||||
Other non-current assets, net | 1,112 | 1,095 | ||||
Total non-current assets | 3,400,841 | 3,322,976 | ||||
Total assets | 4,916,278 | 4,670,421 | ||||
Current liabilities: | ||||||
Trade accounts payable | 1 | 477 | ||||
Contract liabilities | 0 | 0 | ||||
Accrued expenses and other current liabilities | 1,297,696 | 1,121,740 | ||||
Total current liabilities | 1,297,697 | 1,122,217 | ||||
Non-current liabilities: | ||||||
Long-term debt, net | 1,497,396 | 1,496,777 | ||||
Deferred tax liabilities, net | 0 | 0 | ||||
Operating lease liabilities | 0 | 0 | ||||
Other non-current liabilities | 0 | 0 | ||||
Total non-current liabilities | 1,497,396 | 1,496,777 | ||||
Total liabilities | 2,795,093 | 2,618,994 | ||||
Shareholder's equity: | ||||||
Total Hughes Satellite Systems Corporation shareholder's equity | 2,121,185 | 2,051,427 | ||||
Non-controlling interests | 0 | 0 | ||||
Total shareholder's equity | 2,121,185 | 2,051,427 | ||||
Total liabilities and shareholder's equity | 4,916,278 | 4,670,421 | ||||
Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Current assets: | ||||||
Cash and cash equivalents | 22,668 | 25,318 | ||||
Marketable investment securities | 0 | 0 | ||||
Trade accounts receivable and contract assets, net | 161,502 | 168,484 | ||||
Other current assets, net | 1,553,719 | 1,330,813 | ||||
Total current assets | 1,737,889 | 1,524,615 | ||||
Non-current assets: | ||||||
Property and equipment, net | 1,083,111 | 1,140,294 | ||||
Operating lease right-of-use assets | 115,642 | 121,609 | ||||
Goodwill | 504,173 | 504,173 | ||||
Regulatory authorizations, net | 400,000 | 400,000 | ||||
Other intangible assets, net | 11,385 | 12,499 | ||||
Other investments, net | 0 | 0 | ||||
Investment in subsidiaries | 297,836 | 358,141 | ||||
Other non-current assets, net | 260,847 | 261,906 | ||||
Total non-current assets | 2,672,994 | 2,798,622 | ||||
Total assets | 4,410,883 | 4,323,237 | ||||
Current liabilities: | ||||||
Trade accounts payable | 67,587 | 85,327 | ||||
Contract liabilities | 117,993 | 115,893 | ||||
Accrued expenses and other current liabilities | 323,497 | 296,666 | ||||
Total current liabilities | 509,077 | 497,886 | ||||
Non-current liabilities: | ||||||
Long-term debt, net | 0 | 0 | ||||
Deferred tax liabilities, net | 300,160 | 288,716 | ||||
Operating lease liabilities | 104,835 | 111,052 | ||||
Other non-current liabilities | 106,302 | 113,183 | ||||
Total non-current liabilities | 511,297 | 512,951 | ||||
Total liabilities | 1,020,374 | 1,010,837 | ||||
Shareholder's equity: | ||||||
Total Hughes Satellite Systems Corporation shareholder's equity | 3,390,509 | 3,312,400 | ||||
Non-controlling interests | 0 | 0 | ||||
Total shareholder's equity | 3,390,509 | 3,312,400 | ||||
Total liabilities and shareholder's equity | 4,410,883 | 4,323,237 | ||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Current assets: | ||||||
Cash and cash equivalents | 84,291 | 80,209 | ||||
Marketable investment securities | 0 | 0 | ||||
Trade accounts receivable and contract assets, net | 73,900 | 67,852 | ||||
Other current assets, net | 272,203 | 284,621 | ||||
Total current assets | 430,394 | 432,682 | ||||
Non-current assets: | ||||||
Property and equipment, net | 184,293 | 235,710 | ||||
Operating lease right-of-use assets | 27,331 | 29,023 | ||||
Goodwill | 28,537 | 28,318 | ||||
Regulatory authorizations, net | 8,148 | 8,619 | ||||
Other intangible assets, net | 2,590 | 3,199 | ||||
Other investments, net | 36,389 | 74,603 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Other non-current assets, net | 163,329 | 163,165 | ||||
Total non-current assets | 450,617 | 542,637 | ||||
Total assets | 881,011 | 975,319 | ||||
Current liabilities: | ||||||
Trade accounts payable | 11,846 | 12,425 | ||||
Contract liabilities | 4,295 | 5,846 | ||||
Accrued expenses and other current liabilities | 300,866 | 315,796 | ||||
Total current liabilities | 317,007 | 334,067 | ||||
Non-current liabilities: | ||||||
Long-term debt, net | 0 | 0 | ||||
Deferred tax liabilities, net | 1,451 | 1,451 | ||||
Operating lease liabilities | 22,279 | 24,070 | ||||
Other non-current liabilities | 149,487 | 160,593 | ||||
Total non-current liabilities | 173,217 | 186,114 | ||||
Total liabilities | 490,224 | 520,181 | ||||
Shareholder's equity: | ||||||
Total Hughes Satellite Systems Corporation shareholder's equity | 298,397 | 358,702 | ||||
Non-controlling interests | 92,390 | 96,436 | ||||
Total shareholder's equity | 390,787 | 455,138 | ||||
Total liabilities and shareholder's equity | $ 881,011 | $ 975,319 |
SUPPLEMENTAL GUARANTOR AND NO_4
SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION - Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 411,205 | $ 499,166 | $ 1,300,067 | $ 1,503,907 |
Costs and expenses: | ||||
Selling, general and administrative expenses | 97,614 | 105,518 | 304,166 | 323,961 |
Research and development expenses | 6,464 | 9,181 | 21,560 | 25,562 |
Depreciation and amortization | 96,630 | 103,648 | 292,204 | 327,190 |
Impairment of long-lived assets | 0 | |||
Total costs and expenses | 375,623 | 435,994 | 1,165,576 | 1,315,483 |
Operating income (loss) | 35,582 | 63,172 | 134,491 | 188,424 |
Other income (expense): | ||||
Interest income, net | 22,807 | 8,881 | 60,911 | 15,440 |
Interest expense, net of amounts capitalized | (22,037) | (22,787) | (66,770) | (69,261) |
Gains (losses) on investments, net | 22 | 0 | 252 | 214 |
Equity in earnings (losses) of unconsolidated affiliates, net | (1,978) | (1,426) | (3,075) | (4,441) |
Other-than-temporary impairment losses on equity method investments | 0 | 0 | (33,400) | 0 |
Equity in earnings (losses) of subsidiaries, net | 0 | 0 | 0 | 0 |
Foreign currency transaction gains (losses), net | (1,521) | (2,087) | 4,792 | 1,690 |
Other, net | (13) | (256) | (1,232) | (684) |
Total other income (expense), net | (2,720) | (17,675) | (38,522) | (57,042) |
Income (loss) before income taxes | 32,862 | 45,497 | 95,969 | 131,382 |
Income tax benefit (provision), net | (10,546) | (15,695) | (43,765) | (45,667) |
Net income (loss) | 22,316 | 29,802 | 52,204 | 85,715 |
Less: Net loss (income) attributable to non-controlling interests | 2,712 | 2,854 | 6,005 | 8,736 |
Net income (loss) attributable to HSSC | 25,028 | 32,656 | 58,209 | 94,451 |
Comprehensive income (loss): | ||||
Net income (loss) | 22,316 | 29,802 | 52,204 | 85,715 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (12,163) | (16,452) | 10,387 | (8,909) |
Unrealized gains (losses) on available-for-sale securities | (83) | 327 | (304) | (189) |
Other | 0 | |||
Amounts reclassified to net income (loss): | ||||
Realized losses (gains) on available-for-sale debt securities | 21 | 0 | 250 | 3 |
Equity in other comprehensive income (loss) of subsidiaries, net | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss), net of tax | (12,225) | (16,125) | 10,333 | (9,095) |
Comprehensive income (loss) | 10,091 | 13,677 | 62,537 | 76,620 |
Less: Comprehensive loss (income) attributable to non-controlling interests | 4,615 | 5,108 | 4,046 | 8,427 |
Comprehensive income (loss) attributable to HSSC | 14,706 | 18,785 | 66,583 | 85,047 |
Hughes | ||||
Revenue: | ||||
Total revenue | 404,209 | 489,565 | 1,279,739 | 1,475,512 |
Eliminations | ||||
Revenue: | ||||
Total revenue | (12,489) | (12,188) | (34,828) | (34,792) |
Costs and expenses: | ||||
Selling, general and administrative expenses | (162) | (490) | (341) | (1,388) |
Research and development expenses | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Impairment of long-lived assets | 0 | |||
Total costs and expenses | (12,489) | (12,188) | (34,828) | (34,792) |
Operating income (loss) | 0 | 0 | 0 | 0 |
Other income (expense): | ||||
Interest income, net | (883) | (1,266) | (2,649) | (3,807) |
Interest expense, net of amounts capitalized | 883 | 1,266 | 2,649 | 3,807 |
Gains (losses) on investments, net | 0 | 0 | 0 | 0 |
Equity in earnings (losses) of unconsolidated affiliates, net | 0 | 0 | 0 | 0 |
Other-than-temporary impairment losses on equity method investments | 0 | 0 | ||
Equity in earnings (losses) of subsidiaries, net | (9,367) | (26,235) | 1,559 | (84,307) |
Foreign currency transaction gains (losses), net | 0 | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 | 0 |
Total other income (expense), net | (9,367) | (26,235) | 1,559 | (84,307) |
Income (loss) before income taxes | (9,367) | (26,235) | 1,559 | (84,307) |
Income tax benefit (provision), net | 0 | 0 | 0 | 0 |
Net income (loss) | (9,367) | (26,235) | 1,559 | (84,307) |
Less: Net loss (income) attributable to non-controlling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to HSSC | (9,367) | (26,235) | 1,559 | (84,307) |
Comprehensive income (loss): | ||||
Net income (loss) | (9,367) | (26,235) | 1,559 | (84,307) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 |
Unrealized gains (losses) on available-for-sale securities | 0 | 0 | 0 | 0 |
Other | 0 | |||
Amounts reclassified to net income (loss): | ||||
Realized losses (gains) on available-for-sale debt securities | 0 | 0 | 0 | 0 |
Equity in other comprehensive income (loss) of subsidiaries, net | 20,520 | 28,394 | (16,856) | 18,434 |
Total other comprehensive income (loss), net of tax | 20,520 | 28,394 | (16,856) | 18,434 |
Comprehensive income (loss) | 11,153 | 2,159 | (15,297) | (65,873) |
Less: Comprehensive loss (income) attributable to non-controlling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to HSSC | 11,153 | 2,159 | (15,297) | (65,873) |
Intersegment revenue | ||||
Revenue: | ||||
Total revenue | (573) | (393) | (1,623) | (939) |
Intersegment revenue | Hughes | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
Hughes Satellite Systems Corporation | Reportable Legal Entities | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Selling, general and administrative expenses | 0 | 0 | 270 | 0 |
Research and development expenses | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Impairment of long-lived assets | 0 | |||
Total costs and expenses | 0 | 0 | 270 | 0 |
Operating income (loss) | 0 | 0 | (270) | 0 |
Other income (expense): | ||||
Interest income, net | 21,071 | 7,738 | 55,992 | 12,049 |
Interest expense, net of amounts capitalized | (22,475) | (22,463) | (67,416) | (67,380) |
Gains (losses) on investments, net | 22 | 0 | 252 | (3) |
Equity in earnings (losses) of unconsolidated affiliates, net | 681 | 319 | 1,740 | 319 |
Other-than-temporary impairment losses on equity method investments | 0 | 0 | ||
Equity in earnings (losses) of subsidiaries, net | 25,816 | 43,769 | 66,506 | 136,889 |
Foreign currency transaction gains (losses), net | 0 | 0 | 0 | 0 |
Other, net | 0 | 0 | 0 | 0 |
Total other income (expense), net | 25,115 | 29,363 | 57,074 | 81,874 |
Income (loss) before income taxes | 25,115 | 29,363 | 56,804 | 81,874 |
Income tax benefit (provision), net | (87) | 3,293 | 1,405 | 12,577 |
Net income (loss) | 25,028 | 32,656 | 58,209 | 94,451 |
Less: Net loss (income) attributable to non-controlling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to HSSC | 25,028 | 32,656 | 58,209 | 94,451 |
Comprehensive income (loss): | ||||
Net income (loss) | 25,028 | 32,656 | 58,209 | 94,451 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 |
Unrealized gains (losses) on available-for-sale securities | (83) | 327 | (304) | (189) |
Other | 0 | |||
Amounts reclassified to net income (loss): | ||||
Realized losses (gains) on available-for-sale debt securities | 21 | 0 | 250 | 3 |
Equity in other comprehensive income (loss) of subsidiaries, net | (10,260) | (14,197) | 8,428 | (9,217) |
Total other comprehensive income (loss), net of tax | (10,322) | (13,870) | 8,374 | (9,403) |
Comprehensive income (loss) | 14,706 | 18,786 | 66,583 | 85,048 |
Less: Comprehensive loss (income) attributable to non-controlling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to HSSC | 14,706 | 18,786 | 66,583 | 85,048 |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenue: | ||||
Total revenue | 342,114 | 425,824 | 1,086,658 | 1,277,488 |
Costs and expenses: | ||||
Selling, general and administrative expenses | 80,088 | 85,551 | 249,460 | 261,154 |
Research and development expenses | 6,383 | 9,082 | 21,336 | 25,298 |
Depreciation and amortization | 68,635 | 71,414 | 207,285 | 222,381 |
Impairment of long-lived assets | 0 | |||
Total costs and expenses | 293,993 | 349,059 | 918,918 | 1,043,289 |
Operating income (loss) | 48,121 | 76,765 | 167,740 | 234,199 |
Other income (expense): | ||||
Interest income, net | 1,422 | 1,350 | 4,181 | 4,052 |
Interest expense, net of amounts capitalized | 1,815 | 1,064 | 4,981 | 2,843 |
Gains (losses) on investments, net | 0 | 0 | 0 | 217 |
Equity in earnings (losses) of unconsolidated affiliates, net | 0 | 0 | 0 | 440 |
Other-than-temporary impairment losses on equity method investments | 0 | 0 | ||
Equity in earnings (losses) of subsidiaries, net | (16,449) | (17,534) | (68,065) | (52,582) |
Foreign currency transaction gains (losses), net | 724 | 1,968 | 154 | 5,775 |
Other, net | 1 | 0 | 1 | (271) |
Total other income (expense), net | (12,487) | (13,152) | (58,748) | (39,526) |
Income (loss) before income taxes | 35,634 | 63,613 | 108,992 | 194,673 |
Income tax benefit (provision), net | (9,818) | (19,844) | (42,486) | (57,784) |
Net income (loss) | 25,816 | 43,769 | 66,506 | 136,889 |
Less: Net loss (income) attributable to non-controlling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to HSSC | 25,816 | 43,769 | 66,506 | 136,889 |
Comprehensive income (loss): | ||||
Net income (loss) | 25,816 | 43,769 | 66,506 | 136,889 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 |
Unrealized gains (losses) on available-for-sale securities | 0 | 0 | 0 | 0 |
Other | 0 | |||
Amounts reclassified to net income (loss): | ||||
Realized losses (gains) on available-for-sale debt securities | 0 | 0 | 0 | 0 |
Equity in other comprehensive income (loss) of subsidiaries, net | (10,260) | (14,197) | 8,428 | (9,217) |
Total other comprehensive income (loss), net of tax | (10,260) | (14,197) | 8,428 | (9,217) |
Comprehensive income (loss) | 15,556 | 29,572 | 74,934 | 127,672 |
Less: Comprehensive loss (income) attributable to non-controlling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to HSSC | 15,556 | 29,572 | 74,934 | 127,672 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenue: | ||||
Total revenue | 81,580 | 85,530 | 248,237 | 261,211 |
Costs and expenses: | ||||
Selling, general and administrative expenses | 17,688 | 20,457 | 54,777 | 64,195 |
Research and development expenses | 81 | 99 | 224 | 264 |
Depreciation and amortization | 27,995 | 32,234 | 84,919 | 104,809 |
Impairment of long-lived assets | 0 | |||
Total costs and expenses | 94,119 | 99,123 | 281,216 | 306,986 |
Operating income (loss) | (12,539) | (13,593) | (32,979) | (45,775) |
Other income (expense): | ||||
Interest income, net | 1,197 | 1,059 | 3,387 | 3,146 |
Interest expense, net of amounts capitalized | (2,260) | (2,654) | (6,984) | (8,531) |
Gains (losses) on investments, net | 0 | 0 | 0 | 0 |
Equity in earnings (losses) of unconsolidated affiliates, net | (2,659) | (1,745) | (4,815) | (5,200) |
Other-than-temporary impairment losses on equity method investments | 0 | (33,400) | ||
Equity in earnings (losses) of subsidiaries, net | 0 | 0 | 0 | 0 |
Foreign currency transaction gains (losses), net | (2,245) | (4,055) | 4,638 | (4,085) |
Other, net | (14) | (256) | (1,233) | (413) |
Total other income (expense), net | (5,981) | (7,651) | (38,407) | (15,083) |
Income (loss) before income taxes | (18,520) | (21,244) | (71,386) | (60,858) |
Income tax benefit (provision), net | (641) | 856 | (2,684) | (460) |
Net income (loss) | (19,161) | (20,388) | (74,070) | (61,318) |
Less: Net loss (income) attributable to non-controlling interests | 2,712 | 2,854 | 6,005 | 8,736 |
Net income (loss) attributable to HSSC | (16,449) | (17,534) | (68,065) | (52,582) |
Comprehensive income (loss): | ||||
Net income (loss) | (19,161) | (20,388) | (74,070) | (61,318) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (12,163) | (16,452) | 10,387 | (8,909) |
Unrealized gains (losses) on available-for-sale securities | 0 | 0 | 0 | 0 |
Other | 0 | |||
Amounts reclassified to net income (loss): | ||||
Realized losses (gains) on available-for-sale debt securities | 0 | 0 | 0 | 0 |
Equity in other comprehensive income (loss) of subsidiaries, net | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss), net of tax | (12,163) | (16,452) | 10,387 | (8,909) |
Comprehensive income (loss) | (31,324) | (36,840) | (63,683) | (70,227) |
Less: Comprehensive loss (income) attributable to non-controlling interests | 4,615 | 5,108 | 4,046 | 8,427 |
Comprehensive income (loss) attributable to HSSC | (26,709) | (31,732) | (59,637) | (61,800) |
Services and other revenue | ||||
Revenue: | ||||
Total revenue | 357,501 | 403,162 | 1,102,689 | 1,240,566 |
Costs and expenses: | ||||
Cost of sales | 131,790 | 143,319 | 396,685 | 425,289 |
Services and other revenue | Eliminations | ||||
Revenue: | ||||
Total revenue | (8,098) | (6,734) | (21,359) | (18,853) |
Costs and expenses: | ||||
Cost of sales | (8,968) | (7,353) | (23,986) | (22,237) |
Services and other revenue | Hughes Satellite Systems Corporation | Reportable Legal Entities | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Cost of sales | 0 | 0 | 0 | 0 |
Services and other revenue | Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenue: | ||||
Total revenue | 291,125 | 331,453 | 898,117 | 1,016,575 |
Costs and expenses: | ||||
Cost of sales | 96,841 | 109,191 | 293,707 | 321,501 |
Services and other revenue | Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenue: | ||||
Total revenue | 74,474 | 78,443 | 225,931 | 242,844 |
Costs and expenses: | ||||
Cost of sales | 43,917 | 41,481 | 126,964 | 126,025 |
Equipment revenue | ||||
Revenue: | ||||
Total revenue | 53,704 | 96,004 | 197,378 | 263,341 |
Costs and expenses: | ||||
Cost of sales | 43,125 | 74,328 | 150,961 | 213,481 |
Equipment revenue | Eliminations | ||||
Revenue: | ||||
Total revenue | (4,391) | (5,454) | (13,469) | (15,939) |
Costs and expenses: | ||||
Cost of sales | (3,359) | (4,345) | (10,501) | (11,167) |
Equipment revenue | Hughes Satellite Systems Corporation | Reportable Legal Entities | ||||
Revenue: | ||||
Total revenue | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Cost of sales | 0 | 0 | 0 | 0 |
Equipment revenue | Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenue: | ||||
Total revenue | 50,989 | 94,371 | 188,541 | 260,913 |
Costs and expenses: | ||||
Cost of sales | 42,046 | 73,821 | 147,130 | 212,955 |
Equipment revenue | Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenue: | ||||
Total revenue | 7,106 | 7,087 | 22,306 | 18,367 |
Costs and expenses: | ||||
Cost of sales | $ 4,438 | $ 4,852 | $ 14,332 | $ 11,693 |
SUPPLEMENTAL GUARANTOR AND NO_5
SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION - Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 22,316 | $ 29,802 | $ 52,204 | $ 85,715 |
Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities: | 257,831 | 260,173 | ||
Net cash provided by (used for) operating activities | 310,035 | 345,888 | ||
Cash flows from investing activities: | ||||
Purchases of marketable investment securities | (964,388) | (506,329) | ||
Sales and maturities of marketable investment securities | 1,092,773 | 866,353 | ||
Expenditures for property and equipment | (142,319) | (176,665) | ||
Purchase of regulatory authorizations | (22,373) | (16,926) | ||
Distributions (contributions) and advances from (to) subsidiaries, net | 0 | 0 | ||
India JV formation | 0 | (7,892) | ||
Dividend received from unconsolidated affiliate | 0 | 2,000 | ||
Net cash provided by (used for) investing activities | (36,307) | 160,541 | ||
Cash flows from financing activities: | ||||
Contribution by non-controlling interest holder | 0 | (114) | ||
Payment of in-orbit incentive obligations | (3,144) | (2,422) | ||
Dividend paid to EchoStar | 0 | (100,000) | ||
Contribution (distributions) and advances (to) from parent, net | 0 | 0 | ||
Net cash provided by (used for) financing activities | (3,144) | (102,536) | ||
Effect of exchange rates on cash and cash equivalents | 1,524 | (3,007) | ||
Net increase (decrease) in cash and cash equivalents | 272,108 | 400,886 | ||
Cash and cash equivalents, including restricted amounts, beginning of period | 654,473 | 430,148 | ||
Cash and cash equivalents, including restricted amounts, end of period | 926,581 | 831,034 | 926,581 | 831,034 |
Eliminations | ||||
Cash flows from operating activities: | ||||
Net income (loss) | (9,367) | (26,235) | 1,559 | (84,307) |
Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities: | (1,559) | 84,307 | ||
Net cash provided by (used for) operating activities | 0 | 0 | ||
Cash flows from investing activities: | ||||
Purchases of marketable investment securities | 0 | 0 | ||
Sales and maturities of marketable investment securities | 0 | 0 | ||
Expenditures for property and equipment | 0 | 0 | ||
Purchase of regulatory authorizations | 0 | 0 | ||
Distributions (contributions) and advances from (to) subsidiaries, net | (197,036) | (237,775) | ||
India JV formation | 0 | |||
Dividend received from unconsolidated affiliate | 0 | |||
Net cash provided by (used for) investing activities | (197,036) | (237,775) | ||
Cash flows from financing activities: | ||||
Contribution by non-controlling interest holder | 0 | |||
Payment of in-orbit incentive obligations | 0 | 0 | ||
Dividend paid to EchoStar | 0 | |||
Contribution (distributions) and advances (to) from parent, net | 197,036 | 237,775 | ||
Net cash provided by (used for) financing activities | 197,036 | 237,775 | ||
Effect of exchange rates on cash and cash equivalents | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents, including restricted amounts, beginning of period | 0 | 0 | ||
Cash and cash equivalents, including restricted amounts, end of period | 0 | 0 | 0 | 0 |
Hughes Satellite Systems Corporation | Reportable Legal Entities | ||||
Cash flows from operating activities: | ||||
Net income (loss) | 25,028 | 32,656 | 58,209 | 94,451 |
Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities: | (112,948) | (167,533) | ||
Net cash provided by (used for) operating activities | (54,739) | (73,082) | ||
Cash flows from investing activities: | ||||
Purchases of marketable investment securities | (964,388) | (506,329) | ||
Sales and maturities of marketable investment securities | 1,092,773 | 866,353 | ||
Expenditures for property and equipment | 0 | 0 | ||
Purchase of regulatory authorizations | 0 | 0 | ||
Distributions (contributions) and advances from (to) subsidiaries, net | 197,036 | 237,775 | ||
India JV formation | 0 | |||
Dividend received from unconsolidated affiliate | 2,000 | |||
Net cash provided by (used for) investing activities | 325,421 | 599,799 | ||
Cash flows from financing activities: | ||||
Contribution by non-controlling interest holder | 0 | |||
Payment of in-orbit incentive obligations | 0 | 0 | ||
Dividend paid to EchoStar | (100,000) | |||
Contribution (distributions) and advances (to) from parent, net | 0 | 0 | ||
Net cash provided by (used for) financing activities | 0 | (100,000) | ||
Effect of exchange rates on cash and cash equivalents | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | 270,682 | 426,717 | ||
Cash and cash equivalents, including restricted amounts, beginning of period | 547,605 | 324,764 | ||
Cash and cash equivalents, including restricted amounts, end of period | 818,287 | 751,481 | 818,287 | 751,481 |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Cash flows from operating activities: | ||||
Net income (loss) | 25,816 | 43,769 | 66,506 | 136,889 |
Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities: | 274,619 | 239,770 | ||
Net cash provided by (used for) operating activities | 341,125 | 376,659 | ||
Cash flows from investing activities: | ||||
Purchases of marketable investment securities | 0 | 0 | ||
Sales and maturities of marketable investment securities | 0 | 0 | ||
Expenditures for property and equipment | (121,222) | (138,855) | ||
Purchase of regulatory authorizations | (22,373) | (16,926) | ||
Distributions (contributions) and advances from (to) subsidiaries, net | 0 | 0 | ||
India JV formation | (7,892) | |||
Dividend received from unconsolidated affiliate | 0 | |||
Net cash provided by (used for) investing activities | (143,595) | (163,673) | ||
Cash flows from financing activities: | ||||
Contribution by non-controlling interest holder | 0 | |||
Payment of in-orbit incentive obligations | (3,144) | (2,422) | ||
Dividend paid to EchoStar | 0 | |||
Contribution (distributions) and advances (to) from parent, net | (197,036) | (237,775) | ||
Net cash provided by (used for) financing activities | (200,180) | (240,197) | ||
Effect of exchange rates on cash and cash equivalents | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | (2,650) | (27,211) | ||
Cash and cash equivalents, including restricted amounts, beginning of period | 25,318 | 42,550 | ||
Cash and cash equivalents, including restricted amounts, end of period | 22,668 | 15,339 | 22,668 | 15,339 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Cash flows from operating activities: | ||||
Net income (loss) | (19,161) | (20,388) | (74,070) | (61,318) |
Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities: | 97,719 | 103,629 | ||
Net cash provided by (used for) operating activities | 23,649 | 42,311 | ||
Cash flows from investing activities: | ||||
Purchases of marketable investment securities | 0 | 0 | ||
Sales and maturities of marketable investment securities | 0 | 0 | ||
Expenditures for property and equipment | (21,097) | (37,810) | ||
Purchase of regulatory authorizations | 0 | 0 | ||
Distributions (contributions) and advances from (to) subsidiaries, net | 0 | 0 | ||
India JV formation | 0 | |||
Dividend received from unconsolidated affiliate | 0 | |||
Net cash provided by (used for) investing activities | (21,097) | (37,810) | ||
Cash flows from financing activities: | ||||
Contribution by non-controlling interest holder | (114) | |||
Payment of in-orbit incentive obligations | 0 | 0 | ||
Dividend paid to EchoStar | 0 | |||
Contribution (distributions) and advances (to) from parent, net | 0 | 0 | ||
Net cash provided by (used for) financing activities | 0 | (114) | ||
Effect of exchange rates on cash and cash equivalents | 1,524 | (3,007) | ||
Net increase (decrease) in cash and cash equivalents | 4,076 | 1,380 | ||
Cash and cash equivalents, including restricted amounts, beginning of period | 81,550 | 62,834 | ||
Cash and cash equivalents, including restricted amounts, end of period | $ 85,626 | $ 64,214 | $ 85,626 | $ 64,214 |
Subsequent Event (Details)
Subsequent Event (Details) | Oct. 02, 2023 $ / shares | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Class A common stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Non-voting restricted term | 3 years | ||
Class A common stock | DISH Network Corporation | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Class A common stock | EchoStar | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Exchange ratio | 0.350877 | ||
Class C common stock | DISH Network Corporation | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Class B common stock | DISH Network Corporation | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | 0.01 | ||
Class B common stock | EchoStar | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 |