UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
OR
Commission File Number: 333-179121
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ *
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Emerging growth company | |||||||||||||
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
The aggregate market value of the registrant’s voting interests held by non-affiliates on June 30, 2020 was $0 .
As of February 11, 2021, the registrant’s outstanding common stock consisted of 1,078 shares of common stock, $0.01 par value per share.
The Registrant meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K and is therefore filing this Annual Report on Form 10-K with the reduced disclosure format.
* The Registrant currently is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and is filing this Annual Report on Form 10-K/A on a voluntary basis. The Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months as if it were subject to such filing requirements during such period.
DOCUMENTS INCORPORATED BY REFERENCE None
TABLE OF CONTENTS
| Item 6. | Selected Financial Data | * | ||||||
| Item 10. | Directors, Executive Officers and Corporate Governance | * | ||||||
| Item 11. | Executive Compensation | * | ||||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | * | ||||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | * | ||||||
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* This item has been omitted pursuant to the reduced disclosure format as set forth in General Instructions (I) (2) (a) and (c) of Form 10-K.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K (“Form 10-K”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to statements about our estimates, expectations, plans, objectives, strategies, financial condition, expected impact of regulatory developments and legal proceedings, opportunities in our industries and businesses and other trends and projections for the next fiscal quarter and beyond. All statements, other than statements of historical facts, may be forward-looking statements. Forward-looking statements may also be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “estimate,” “expect,” “predict,” “continue,” “future,” “will,” “would,” “could,” “can,” “may” and similar terms. These forward-looking statements are based on information available to us as of the date of this Form 10-K and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve potential known and unknown risks, uncertainties and other factors, many of which may be beyond our control and may pose a risk to our operating and financial condition. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors including, but not limited to:
•significant risks related to our ability to operate and control our satellites, operational and environmental risks related to our owned and leased satellites, and risks related to our satellites under construction;
•our ability, and the ability of third parties with whom we engage in order to operate our business, to operate as a result of the COVID-19 pandemic;
•our ability to implement and/or realize benefits of our investments and other strategic initiatives;
•legal proceedings relating to the BSS Transaction or other matters that could result in substantial costs and material adverse effects to our business;
•risks related to our foreign operations and other uncertainties associated with doing business internationally;
•risks related to our dependency upon third-party providers; and
•risks related to our human capital resources.
Other factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A. Risk Factors and Item 7. Management’s Narrative Analysis of Results of Operations of this Form 10-K and Results of Operations of this Form 10-K and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”).
All cautionary statements made herein should be read as being applicable to all forward-looking statements wherever they appear. Investors should consider the risks and uncertainties described herein and should not place undue reliance on any forward-looking statements. We do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievements. We do not assume responsibility for the accuracy and completeness of any forward-looking statements. We assume no responsibility for updating forward-looking information contained or incorporated by reference herein or in any documents we file with the SEC, except as required by law.
Should one or more of the risks or uncertainties described herein or in any documents we file with the SEC occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
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PART I
ITEM 1. BUSINESS
OVERVIEW
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”). We were formed as a Colorado corporation in March 2011 to facilitate the acquisition by EchoStar (the “Hughes Acquisition”) of Hughes Communications, Inc. and its subsidiaries and related financing transactions. In connection with our formation, EchoStar contributed the assets and liabilities of its satellite services business to us, including the principal operating subsidiary of its satellite services business, EchoStar Satellite Services L.L.C. A substantial majority of the voting power of the shares of each of EchoStar and DISH Network Corporation (“DISH”) is owned beneficially by Charles W. Ergen, our Chairman, and by certain entities established for the benefit of his family.
We are a global provider of broadband satellite technologies, broadband internet services for consumer customers, which include home and small to medium-sized businesses, and satellite services. We also deliver innovative network technologies, managed services and communications solutions for enterprise customers, which include aeronautical and government enterprises.
Our industry continues to evolve with the increasing worldwide demand for broadband internet access for information, entertainment and commerce. The current COVID-19 pandemic has made even more evident the worldwide need and demand for connectivity and communications to facilitate an ever-increasing virtual global community and workplace. In addition to fiber and wireless systems, technologies such as geostationary high throughput satellites, low-earth orbit (“LEO”) networks, medium-earth orbit (“MEO”) systems, balloons and High Altitude Platform Systems are expected to continue to play significant roles in enabling global broadband access, networks and services. We intend to use our expertise, technologies, capital, investments, global presence, relationships and other capabilities to continue to provide broadband internet systems, equipment, networks and services for information, the internet-of-things, entertainment, education, remote-connectivity and commerce across industries and communities globally for consumer and enterprise customers. We are closely tracking the developments in next-generation satellite businesses, and we are seeking to utilize our services, technologies, licenses and expertise to find new commercial opportunities for our business.
We currently operate in two business segments: Hughes and ESS. These segments are consistent with the way we make decisions regarding the allocation of resources, as well as how operating results are reviewed by our chief operating decision maker, who is the Company’s Chief Executive Officer.
Our operations also include various corporate departments (primarily Executive, Treasury, Strategic Development, Human Resources, IT, Finance, Accounting, Real Estate and Legal) and other activities, such as costs incurred in certain satellite development programs and other business development activities, and 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 in our segment reporting.
In September 2019, pursuant to a master transaction agreement (the “Master Transaction Agreement”) with DISH and a wholly-owned subsidiary of DISH (“Merger Sub”), (i) we and EchoStar and its subsidiaries 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 and its subsidiaries, (together with DISH, “DISH Network”) and EchoStar’s joint venture Dish Mexico, S. de R.L. de C.V., (“Dish Mexico”) and its subsidiaries and (2) telemetry, tracking and control (“TT&C”) services for satellites owned by DISH Network and a portion of EchoStar’s and our other businesses (collectively, the “BSS Business”) to one of our former subsidiaries, EchoStar BSS Corporation (“BSS Corp.”),; (ii) EchoStar distributed to each holder of shares of EchoStar’s 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 1 share of BSS Common Stock for each share of EchoStar’s Class A or Class B common stock owned by such EchoStar stockholder (the “Distribution”); and (iii) immediately after the Distribution, (1) Merger Sub merged with and into BSS Corp. (the “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
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the right to receive 0.23523769 shares of DISH Class A common stock, par value $0.001 per share (“DISH Common Stock”) ((i) - (iii) collectively, the “BSS Transaction”).
In connection with the BSS Transaction, EchoStar and DISH Network agreed to indemnify each other against certain losses with respect to breaches of certain representations and covenants and certain retained and assumed liabilities, respectively. Additionally, EchoStar and DISH and certain of our, EchoStar’s and DISH’s subsidiaries, as applicable, (i) entered into certain customary agreements covering, among other things, matters relating to taxes, employees, intellectual property and the provision of transitional services; (ii) terminated certain previously existing agreements; and (iii) amended certain existing agreements and entered into certain new agreements pursuant to which we, EchoStar and certain of our and its other subsidiaries, on the one hand, and DISH Network, on the other hand, will obtain and provide certain products, services and rights from and to each other.
The BSS Transaction was structured in a manner intended to be tax-free to EchoStar and its stockholders for U.S. federal income tax purposes and was accounted for as a spin-off to EchoStar’s stockholders as we and EchoStar did not receive any consideration. Following the consummation of the BSS Transaction, we no longer operate the BSS Business, which was a substantial portion of our ESS segment. As a result of the BSS Transaction, the financial results of the BSS Business, except for certain real estate that transferred in the transaction, are presented as discontinued operations and, as such, excluded from continuing operations and segment results for the years ended December 31, 2019 and 2018, in our accompanying Consolidated Financial Statements and notes thereto in Item 15 of this Form 10-K (“Accompanying Consolidated Financial Statements”).
See Note 5 in our Accompanying Consolidated Financial Statements for further detail of our discontinued operations.
The Accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). All amounts reference results from continuing operations unless otherwise noted and are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted. Additionally, certain prior period amounts have been adjusted to conform to the current period presentation.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, with respect to the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. Our public filings are maintained on the SEC’s internet site at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
WEBSITE ACCESS
Our Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, may also be accessed free of charge at http://www.echostar.com, the website of our parent company EchoStar, as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC.
EchoStar has adopted a written code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, in accordance with the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. This code of ethics is available on EchoStar’s corporate website at http://www.echostar.com. In the event that EchoStar makes changes in, or provides waivers of, the provisions of this code of ethics that the SEC requires EchoStar to disclose, it intends to disclose these events on its website.
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ITEM 1A. RISK FACTORS
The risks and uncertainties described below are not the only ones facing us. If any of the following events occur or evolve in a way different than expected, our business, financial condition, results of operation, prospects or ability to fund a debt repurchase program, invest capital in or otherwise run our business or execute on our strategic plans could be materially and adversely affected.
RISKS RELATED TO THE COVID-19 PANDEMIC
As the COVID-19 pandemic and its effects continue to develop, it is impossible at this time to predict its ultimate impact on our business. We have set forth some key risks identified to date.
Our operations, and those of our customers, suppliers, vendors, and other third parties with whom we conduct business, including regulatory agencies, have been, and may continue to be, adversely affected by the COVID‑19 pandemic.
The effects of the COVID-19 pandemic have disrupted our and our customers’, suppliers’, vendors’ and other business partners’ and investees’ businesses, and have delayed the manufacture and deployment of our satellites. Disruption to our vendors’ and suppliers’ businesses could adversely impact our supply chain. Additionally, some regulatory bodies have reduced activities and/or temporarily closed their offices which may materially delay the review and/or approval of licenses or authorizations we need to operate our business. We cannot currently estimate or determine the final magnitude of these impacts.
Additionally, many of our subscribers are working remotely or engaging in distance learning. These activities have increased the usage on our HughesNet service so that there is little or no capacity remaining for subscriber growth in our most popular geographic areas. This limitation on capacity may result in our subscribers experiencing slower speeds, which, in turn, could result in higher churn and may negatively affect our business.
A portion of the expected sales of our products or services have been, and additional sales may be, delayed or canceled as a result of effects of the COVID-19 pandemic on the operations of our customers.
Due to the economic downturn arising from the COVID-19 pandemic, a number of our enterprise customers are facing uncertain futures and certain of these customers have filed for bankruptcy protection. When enterprise customers fail or seek reorganization under the bankruptcy laws, we may be obliged to provide services for which we are not being paid. Further, the COVID-19 pandemic has resulted in increased unemployment, which could result in reduced demand and increased inability to pay from our consumer customers.
RISKS RELATED TO OUR BUSINESS OPERATIONS
We may pursue acquisitions, dispositions, capital expenditures, the development, acquisition and launch of new satellites and other strategic initiatives to complement or expand our business, which may not be successful and we may lose a portion or all of our investment.
Our success may depend on the existence of, and our ability to capitalize on, opportunities to acquire or develop other businesses or technologies or partner with other companies that could complement, enhance or expand our current business, services or products or that may otherwise offer us growth opportunities. We may pursue a number of strategic initiatives to complement or expand our business. Any such strategic initiatives may involve a high degree of risk, including, but not limited to, the following:
•the risks associated with developing and constructing new satellites;
•the diversion of our management’s attention away from our existing business onto a strategic initiative;
•possible adverse effects on our and our targets’ and partners’ business, financial condition or operating results during the integration process;
•exposure to significant financial losses if the strategic initiatives are not successful;
•the inability to obtain regulatory approvals in the anticipated time frame, or at all;
•the risks associated with complying with regulations applicable to the acquired or developed business or technologies which may cause us to incur substantial expenses;
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•the disruption of relationships with employees, vendors or customers; and
•the risks associated with foreign and international operations and/or investments or dispositions.
New strategic initiatives may require the commitment of significant capital that would otherwise have been directed to investments in our existing businesses.
We could face decreased demand and increased pricing pressure with respect to our products and services due to competition.
Our business operates in an intensely competitive, consumer- and enterprise-driven and rapidly changing environment and competes with a growing number of companies that provide similar products and services to consumer and enterprise customers. There can be no assurance that we will be able to effectively compete against our competitors due to their significant resources and operating history. Material competitive risks to our business include, but are not limited to, the following:
•Competition from new or different technology compared to our offerings;
•Competition from existing or new competitors entering the same markets we serve;
•Government funding for competing products and services, reducing demand for our products and services; and
•Competitive pressures to provide enhanced functionality for the same or lower price with each new generation of technology.
Our business will be negatively impacted if we fail to adequately anticipate our satellite capacity needs or are unable to obtain satellite capacity.
We have made substantial contractual commitments for satellite capacity based on our existing customer contracts and backlog. If our existing customer contracts were to be terminated prior to their respective expiration dates, we may have insufficient revenue to cover our satellite capacity costs. On the other hand, we may not have sufficient satellite capacity available to meet increases in demand and we may not be able to quickly or easily adjust our capacity to such changes in demand. At present, until the launch and operation of additional satellites that our systems can utilize, there is limited additional capacity in North America, including within our own fleet of satellites, which could materially and adversely affect our ability to provide services to customers and grow our revenue and business. Our business could be adversely affected if we are not able to renew our capacity leases at economically viable rates, or if sufficient capacity is not available to us.
We are dependent upon third-party providers for components, manufacturing, installation services and customer support services, and our results of operations may be materially adversely affected if any of these third-party providers fail to appropriately deliver the contracted goods or services.
Our dependence upon third-party providers causes certain risks to our business, including the following:
•Components. A limited number of suppliers manufacture, and in some cases a single supplier manufactures, some of the key components required to build our products. We do not generally maintain long-term agreements with our suppliers or subcontractors for our products. If we change or lose suppliers, we could experience a delay in manufacturing our products, or we may be unable to produce our products at competitive prices and we may be unable to satisfy demand from our customers.
•Commodity Price Risk. Fluctuations in pricing of raw materials can affect our product costs and we may not be able to pass on the increased costs to our customers.
•Manufacturing. While we develop and manufacture prototypes for certain of our products, we use contract manufacturers to produce a significant portion of our hardware. If these contract manufacturers fail to provide products that meet our specifications in a timely manner or at all, our business could be adversely impacted.
•Installation, customer support, and other services. Some of our products and services utilize a network of third-party service providers. A decline in levels of service or attention to the needs of our customers could adversely affect our reputation, renewal rates and ability to win and retain customers. In addition, if
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the agreements for the provision of these services are terminated or not renewed, we could face difficulties replacing these service providers.
Our foreign operations and investments expose us to risks and restrictions not present in our domestic operations.
Our sales outside the U.S. accounted for 20.5%, 21.3% and 20.2% of our revenue for the years ended December 31, 2020, 2019 and 2018, respectively. We expect our foreign operations to represent a significant and growing portion of our business. Our foreign operations involve varying degrees of risk and uncertainties inherent in doing business abroad. Such risks include:
•Complications in complying with restrictions on foreign ownership and investment and limitations on repatriation of earnings. We may not be permitted to be the sole owner of our operations in some countries and may have to enter into partnership or joint venture relationships. Many foreign legal regimes and/or our contractual arrangements restrict our repatriation of earnings to the U.S. from our subsidiaries and joint venture entities. Applicable law in such foreign countries may also limit our ability to distribute or access our assets or offer our products and services in certain circumstances. In such event, we will not have unrestricted access to the cash flow and assets of our subsidiaries and joint ventures.
•Regulatory restrictions. Satellite market access, landing rights and terrestrial wireless rights are dependent on the national regulations established by foreign governments and international non-governmental bodies. Non-compliance with these requirements may result in the loss of the authorizations and licenses to conduct business in these countries, as well as fines, penalties, or other sanctions.
•Financial and legal constraints and obligations. Operating pursuant to foreign licenses subjects us to certain financial constraints and obligations, including, but not limited to: (a) tax liabilities that may or may not be dependent on revenue; (b) the regulatory requirements associated with maintaining such licenses, which may be subject to interpretation by foreign courts and regulatory bodies; (c) the burden of creating and maintaining additional entities, branches, facilities and/or staffing in foreign jurisdictions; and (d) regulations requiring that we make certain satellite capacity available for “free” or available at reduced rates.
•Compliance with applicable export control laws and regulations in the U.S. and other countries. We must comply with all applicable export control and trade sanctions laws and regulations of the U.S. and other countries. A violation any export or trade-related regulations could materially adversely affect our business.
•Changes in exchange rates between foreign currencies and the U.S. dollar. Fluctuations in currency exchange rates, recessions and currency devaluations have affected, and may in the future affect, revenue, profits and cash earned from our international businesses.
•Regulations may favor state-owned enterprises or local service providers. Many of the countries in which we conduct business have traditionally had state-owned or state-granted monopolies on telecommunications services that favor an incumbent service provider. We face competition from these favored and entrenched companies in countries that have not liberalized.
We may not be able to generate cash to meet our debt service needs or fund our operations.
As of December 31, 2020, our total indebtedness was $2.4 billion. Our ability to make payments on or to refinance our indebtedness and to fund our operations will depend on our ability to generate cash in the future. If we are unable to generate sufficient cash, we may be forced to take actions such as revising or delaying our strategic plans, reducing or delaying capital expenditures and/or the development, design, acquisition and construction of new satellites, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We may not be able to implement any of these actions on satisfactory terms, or at all.
Covenants in our indentures restrict our business in many ways.
The indentures governing our 7 5/8% Senior Notes due 2021, 5.250% Senior Secured Notes due August 1, 2026 and 6.625% Senior Unsecured Notes due August 1, 2026 contain various covenants, subject to certain exceptions, that limit our ability and/or certain of our subsidiaries’ ability to, among other things:
•incur additional debt;
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•pay dividends or make distributions on our capital stock or repurchase our capital stock;
•allow to exist certain restrictions on such subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets;
•make certain investments;
•create liens or enter into sale and leaseback transactions;
•enter into transactions with affiliates;
•merge or consolidate with another company; and
•transfer and sell assets.
Failure to comply with these and certain other financial covenants, if not cured or waived, may result in an event of default under the indentures, which could have a material adverse effect on our business, financial condition, results of operations or prospects. If certain events of default occur and are continuing under the respective indenture, the trustee under that indenture or the requisite holders of the notes under that indenture may declare all such notes to be immediately due and payable and, in the case of the indenture governing our secured notes, could proceed against the collateral that secures the secured notes. If certain other events of default occur, the indentures will become immediately due and payable. We and certain of our subsidiaries have pledged a significant portion of our assets as collateral to secure the 5.250% Senior Secured Notes due August 1, 2026.
A natural disaster could diminish our ability to provide service to our customers.
Natural disasters could damage or destroy our ground infrastructure and/or our other or our vendors’ infrastructure, equipment and facilities, resulting in a disruption of service to our customers, which may adversely affect our business. We currently have backup systems and technology in place to safeguard our antennas and protect our ground infrastructure during natural disasters, but the possibility still exists that our ground infrastructure and/or our other and our vendors’ infrastructure, equipment and facilities could be impacted during a major natural disaster.
RISKS RELATED TO OUR HUMAN CAPITAL
We rely on key personnel and the loss of their services may negatively affect our businesses.
We believe that our future success depends to a significant extent upon the performance of Mr. Charles W. Ergen, our Chairman, and certain other key executives. The loss of Mr. Ergen or certain other key executives, the ability to effectively provide for the succession of our senior management, or the ability of Mr. Ergen or such other key executives to devote sufficient time and effort to our business could have a material adverse effect on our business, financial condition and results of operations. Although some of our key executives may have agreements relating to their equity compensation that limit their ability to work for or consult with competitors, we generally do not have employment agreements with them. To the extent Mr. Ergen is performing services for both DISH Network and us, his attention may be diverted away from our business and therefore adversely affect our business.
Our business growth and customer retention strategies rely in part on the work of technically skilled employees.
Our response to technological developments depends, to a significant degree, on the work of technically skilled employees. In addition, we have made and will continue to make significant investments in research, development, and marketing for new products, services, satellites and related technologies, as well as entry into new business areas. Investments in new technologies, satellites and business areas are inherently dependent on these technically skilled employees as well. Competition for the services of such employees has become more intense as demand for these types of employees grows. We compete with other companies for these employees and although we strive to attract and retain these employees, we may not succeed in these respects. Additionally, if we were to lose certain key technically skilled employees, the loss of knowledge and intellectual capital might have an adverse impact on business.
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Restrictions on immigration or increased enforcement of immigration laws could limit our access to qualified and skilled professionals, increase our cost of doing business or otherwise disrupt our operations.
The success of our business is dependent on our ability to recruit engineers and other professionals, including those who are citizens of other countries. Immigration laws in the U.S. and other countries in which we operate are subject to legislative and regulatory changes, as well as variations in the standards of application and enforcement due to political forces and economic conditions. It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or renewing work visas for our professionals. If immigration laws are changed or if new and more restrictive government regulations are enacted or increased, our access to qualified and skilled professionals may be limited.
RISKS RELATED TO OUR SATELLITES
Our ability to operate and control our satellites is subject to risks related to DISH Network’s operation of the BSS Business and third-parties’ operation of satellite operations centers.
In connection with the BSS Transaction, we transferred our satellite operation centers, which are used to monitor and control our satellites, to DISH Network. Therefore, we now are subject to the inherent risks of having a related party operate, maintain and manage these satellite operations centers. In addition, certain of our satellites are operated, maintained and managed by third parties.
Our owned and leased satellites in orbit are subject to significant operational and environmental risks that could limit our ability to utilize these satellites.
Satellites are subject to significant operational risks while in orbit. These risks include malfunctions, commonly referred to as anomalies, which have occurred and may occur in the future in our satellites and the satellites of other operators. Any single anomaly could materially and adversely affect our ability to utilize the satellite. Anomalies may also reduce the expected capacity, commercial operation and/or useful life of a satellite, thereby reducing the revenue that could be generated by that satellite, or create additional expenses due to the need to provide replacement or back-up satellites or satellite capacity earlier than planned and could have a material adverse effect on our business. Although we work closely with the satellite manufacturers to determine and eliminate the cause of anomalies in new satellites and provide for redundancies of many critical components in the satellites, we may not be able to prevent the impacts of anomalies in the future.
Meteoroid events, decommissioned satellites, and increased solar activity also pose a potential threat to all in-orbit satellites. We may be required to perform maneuvers to avoid collisions and these maneuvers may prove unsuccessful or could reduce the useful life of the satellite through the expenditure of fuel to perform these maneuvers.
Generally, the minimum design life of each of our satellites is 15 years. We can provide no assurance, however, as to the actual operational lives of our satellites, which may be shorter or longer than their design lives. Our ability to earn revenue depends on the continued operation of our satellites, each of which has a limited useful life.
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. If one or more of our in-orbit uninsured satellites or payloads fail, we could be required to record significant impairment charges for the satellite or payload.
Our satellites under construction are subject to risks related to construction, technology, regulations and launch that could limit our ability to utilize these satellites, increase costs and adversely affect our business.
Satellite construction and launch are subject to significant risks, including delays, anomalies, launch failure and incorrect orbital placement. The technologies in our satellite designs are very complex and difficulties in constructing our designs could result in delays in the deployment of our satellites or increased or unanticipated costs. There can be no assurance that the technologies in our existing satellites or in new satellites that we design, acquire and build will work as we expect, will not become obsolete, that we will realize any or all of the anticipated
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benefits of our satellite designs or our new satellites, and/or that we will obtain all regulatory approvals required to operate our new or acquired satellites. Launch anomalies and failures can result in significant delays in the deployment of satellites because of the need both to construct replacement satellites, which can take significant amounts of time, and to obtain other launch opportunities. Such significant delays could materially affect our business, our ability to meet regulatory or contractual required milestones, the availability and our use of other or replacement satellite resources and our ability to provide services to customers. In addition, significant delays in a satellite program could give customers who have purchased or reserved capacity on that satellite a right to terminate their service contracts relating to the satellite. We may not be able to accommodate affected customers on other satellites until a replacement satellite is available.
Our use of certain satellites is often dependent on satellite coordination agreements, which may be difficult to obtain.
Satellite operators are required to enter into international spectrum coordination agreements with other affected satellite operators and must be approved by the relevant governments. If a required agreement cannot be concluded, we may have to operate the applicable satellite(s) in a manner that does not cause harmful radio frequency interference with the affected satellite.
If we cannot do so, we may have to cease operating such satellite(s) at the affected orbital locations.
We may face interference from other services sharing satellite spectrum.
The FCC and other regulators have adopted rules or may adopt rules in the future that require us to share spectrum on a basis with other radio services. There can be no assurance that these operations would not interfere with our operations and adversely affect our business.
RISKS RELATED TO OUR PRODUCTS AND TECHNOLOGY
Our future growth depends on growing demand for our services.
Future demand and effective delivery for our products and services will depend significantly on the growing demand for our services, such as broadband internet connectivity. If the deployment of, or demand for, our services is not as widespread or as rapid as we or our customers expect, our revenue growth will be negatively impacted.
Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others.
We rely on our patents, copyrights, trademarks, trade secrets, licenses and other agreements to conduct our business. Legal challenges to our intellectual property rights and claims of intellectual property infringement could result in significant monetary liability and require us to change our business practices or limit our ability to compete effectively or could otherwise have a material adverse effect on our business. Even if any such challenges or claims prove to be without merit, they can be time-consuming and costly to defend and may divert management’s attention and resources away from our business.
Moreover, we rely in part on technologies developed or licensed by third parties. If we are unable to obtain or retain licenses or other required intellectual property rights from these third parties on reasonable terms, our business could be adversely affected. In addition, we work with suppliers for the development and manufacture of components that are integrated into our products and our products may contain technologies provided to us by these suppliers. We may have little or no ability to determine in advance whether any such technology infringes the intellectual property rights of others, or whether such suppliers have obtained or continue to obtain the appropriate licenses or other intellectual property rights to use such technology. Our suppliers may not be required to indemnify us in the event that a claim of infringement is asserted against us, or they may be required to indemnify us only up to a maximum amount. Legal challenges to these intellectual property rights may impair our ability to use the products and technologies that we need in order to operate our business and may have a material adverse effect on our business. See further discussion under Item 1. Business — Patents and Trademarks and Item 3. Legal Proceedings of this Form 10-K.
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Litigation or governmental proceedings could result in material adverse consequences.
We are involved in lawsuits, regulatory inquiries, audits, consumer claims and governmental and other legal proceedings. Some of these proceedings may raise difficult and complicated factual and legal issues and can be subject to uncertainties and complexities. The timing of the final resolutions is typically uncertain. Additionally, the possible outcomes of, or resolutions to, these proceedings could include adverse judgments, settlements, injunctions or liabilities, any of which could require substantial payments or have other adverse impacts on our business.
We are exposed to significant cybersecurity threats and risks.
We and third parties with whom we work face a constantly evolving landscape of cybersecurity threats in which hackers and other parties use a complex assortment of techniques and methods to execute cyberattacks. Cybersecurity incidents have increased significantly in quantity and severity and are expected to continue to increase. Additionally, the risk of cyberattacks and compromises will likely increase as we continue to expand our business into other areas of the world outside of North America, some of which are still developing their cybersecurity infrastructure maturity. Should we be affected by a material cyber-related incident, we may incur substantial costs and suffer other material negative consequences.
Our business is subject to varying degrees of regulation that include programs designed to review our protections against cybersecurity threats and risks. If it is determined that our systems do not reasonably protect our partners’ assets and data and/or that we have violated these regulations, we could be subject to enforcement activity and sanctions.
We expect to continue to incur increasing costs in preparing our infrastructure and maintaining it to resist cyberattacks. There can be no assurance that we can successfully detect, deter, prevent or mitigate the effects of cyberattacks, any of which could have a material adverse effect on our business, costs, operations, prospects, results of operation or financial position. Furthermore, the amount and scope of insurance that we maintain against losses resulting from these events may not be sufficient to compensate us adequately for any disruptions to our business or otherwise cover our losses, including reputational harm and negative publicity as well as any litigation liability.
Compliance with data privacy laws may be costly, and non-compliance with such laws may result in significant liability.
The personal information and data we process and store is increasingly subject to data security and data privacy laws of many jurisdictions. These laws impose a significant compliance burden and complying with them has required us to change our business practices or the functionality of our products and services. Privacy laws and regulations are becoming more complex and onerous, and a data privacy breach could have a material adverse effect on our business.
If our products contain defects, we could be subject to significant costs to correct such defects and our product and network service contracts could be delayed or cancelled, which could adversely affect our revenue.
The products and the networks we deploy are highly complex, and some may contain defects when first introduced or when new versions or enhancements are released, despite testing and our quality control procedures. Defects may also occur in components and products that we purchase from third parties. In addition, many of our products and network services are designed to interface with our customers’ existing networks, each of which has different specifications and utilizes multiple protocol standards. Our products and services must interoperate with the other products and services within our customers’ networks, as well as with future products and services that might be added to these networks, to meet our customers’ requirements. There can be no assurance that we will be able to detect and fix all defects in the products and networks we sell. The occurrence of any defects, errors or failures in our products or network services could materially affect our business.
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RISKS RELATED TO THE REGULATION OF OUR BUSINESS
The risk of non-compliance with laws and regulations, including the risk of changes to laws and regulations, could adversely affect our business.
Our business is regulated by numerous governmental agencies and other regulatory bodies, both domestically and internationally. In addition, our international operations are subject to the laws and regulations of many different jurisdictions that may differ significantly from U.S. laws and regulations. Violations of these laws and regulations could result in fines or penalties or other sanctions which could have a material adverse impact on our business. Additionally, our ability to operate and grow our business depends on laws and regulations that govern the frequency bands and/or orbital locations we operate in or may operate in in the future.
These laws and regulations are subject to the administrative and political process and do change from time to time. Our business could suffer a material adverse impact if laws and regulations change and we are not able to adapt to these changes efficiently.
Our business depends on regulatory authorizations issued by the FCC and state and foreign regulators that can expire, be revoked or modified, and applications for licenses and other authorizations that may not be granted.
Generally, all licenses granted by the FCC and most other countries are subject to expiration unless renewed by the regulatory agency. Our satellite licenses are currently set to expire at various times. In addition, we occasionally receive special temporary authorizations that are granted for limited periods of time (e.g., 180 days or less) and subject to possible renewal. Generally, our licenses and special temporary authorizations have been renewed on a routine basis, but there can be no assurance that this will continue.
RISKS RELATED TO THE BSS TRANSACTION
Certain of our directors and executive officers have interests in the BSS Transaction.
Certain of our directors and executive officers have interests in the BSS Transaction. Our directors and executive officers who own shares of EchoStar’s common stock participated in the Distribution and the Merger on the same terms as EchoStar’s other stockholders. Additionally, Mr. Ergen, director of both us and DISH, serves as a director and executive officer of BSS Corp. following the consummation of the BSS Transaction. We and the EchoStar parties that approved the BSS Transaction, were aware of and considered these interests, among other things, in deciding to approve the terms of the Master Transaction Agreement and the BSS Transaction.
If the Distribution and the Merger do not qualify as a tax‑free distribution and merger under the Internal Revenue Code of 1986, as amended (the “Code”), then we and/or EchoStar stockholders may be required to pay substantial U.S. federal income taxes and under certain circumstances we may have indemnification obligations to DISH Network.
The parties to the BSS Transaction received a tax opinion from their respective counsels as to the tax‑free nature of the transactions. They did not obtain a private letter ruling from the IRS with respect to the Distribution and the Merger and instead are relying solely on their respective tax opinions for comfort that the Distribution and the Merger qualify for tax‑free treatment for U.S. federal income tax purposes under the Code. The failure of any factual representation or assumption to be true, correct and complete, or any undertaking to be fully complied with, could affect the validity of the tax opinions.
A putative class action lawsuit relating to the BSS Transaction has been filed against EchoStar, Hughes Satellite Systems Corporation, DISH Network, Mr. Ergen and certain of our and EchoStar’s officers.
On July 2, 2019, a complaint was filed by purported EchoStar stockholders. See Note 16 in our Accompanying Consolidated Financial Statements for more information about litigation related to the BSS Transaction.
An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.
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We may be more susceptible to adverse events as a result of the BSS Transaction.
We have divested the BSS Business and our business will be subject to increased concentration of risks that affect our retained businesses. We are now a smaller, less diversified and more narrowly focused business, which makes us more vulnerable to changing market and economic conditions.
We might not be able to engage in certain strategic transactions because we have agreed to certain restrictions to comply with U.S. federal income tax requirements for a tax‑free spin‑off.
To preserve the intended tax treatment of the Distribution, we have agreed to comply with certain restrictions under current U.S. federal income tax laws for spin‑offs. These restrictions could prevent us from pursuing otherwise attractive business opportunities and/or harm our business, financial results and operations. If these restrictions, among others, are not followed, the Distribution could be taxable to us and EchoStar and possibly its stockholders.
RISKS RELATED TO OUR OWNERSHIP
Our parent, EchoStar, is controlled by one principal stockholder who is our Chairman.
Charles W. Ergen, our Chairman, beneficially owns approximately 54% of EchoStar’s total equity securities (assuming conversion of only the EchoStar Class B common stock beneficially owned by Mr. Ergen into EchoStar Class A common stock and giving effect to the exercise of options held by Mr. Ergen that are either currently exercisable as of, or may become exercisable within 60 days after, February 11, 2021) and beneficially owns approximately 92% of the total voting power of all classes of shares of EchoStar (assuming no conversion of any EchoStar Class B common stock and giving effect to the exercise of options held by Mr. Ergen that are either currently exercisable as of, or may become exercisable within 60 days after, February 11, 2021). Through his beneficial ownership of EchoStar’s equity securities, Mr. Ergen has the ability to elect a majority of EchoStar’s directors and to control all other matters requiring the approval of EchoStar’s stockholders. As a result of Mr. Ergen’s voting power, EchoStar is a “controlled company” as defined in the NASDAQ listing rules and, therefore, is not subject to NASDAQ requirements that would otherwise require EchoStar to have (i) a majority of independent directors; (ii) a nominating committee composed solely of independent directors; (iii) compensation of our or EchoStar’s executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; (iv) a compensation committee charter which provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and/or (v) director nominees selected, or recommended for the EchoStar board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.
We have potential conflicts of interest with DISH Network due to EchoStar and DISH Network’s common ownership.
Questions relating to conflicts of interest may arise between DISH Network and us in a number of areas relating to our past and ongoing relationships. Areas in which conflicts of interest between DISH Network and us could arise include, but are not limited to, the following:
•Cross directorships and stock ownership. Charles W. Ergen serves as the Chairman of our, EchoStar’s and DISH’s boards of directors, is employed by both EchoStar and DISH and has fiduciary duties to EchoStar’s and DISH’s shareholders. Mr. Ergen may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, there is potential for a conflict of interest when we or DISH Network look at acquisitions and other corporate opportunities that may be suitable for both companies. In addition, our Chairman and certain other EchoStar directors and certain of our officers own DISH stock and options to purchase DISH stock, certain of which they acquired or were granted prior to our spin-off from DISH in 2008 (the “Spin-off”). These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for our company and DISH Network.
•Intercompany agreements with DISH Network. We and EchoStar and its other subsidiaries have entered into various agreements with DISH Network. Pursuant to certain agreements, we and EchoStar and its other subsidiaries obtain certain products, services and rights from DISH Network; DISH Network obtains certain products, services and rights from us and EchoStar and its other subsidiaries; and we and EchoStar, its other subsidiaries and DISH Network, as applicable, indemnify each other against certain liabilities
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arising from our respective businesses. Generally, the amounts paid for products and services provided under the agreements are based on cost plus a fixed margin, which varies depending on the nature of the products and services provided. Certain other intercompany agreements cover matters such as tax sharing and our and EchoStar’s responsibility for certain liabilities previously undertaken by DISH Network for certain of our and EchoStar’s businesses. We and EchoStar and its other subsidiaries have also entered into certain commercial agreements with DISH Network. The terms of certain of these agreements were established while EchoStar was a wholly-owned subsidiary of DISH and were not the result of arm’s length negotiations. The allocation of assets, liabilities, rights, indemnifications and other obligations between DISH Network, EchoStar and its other subsidiaries and/or us under certain agreements we and/or EchoStar and its other subsidiaries have with DISH Network may not necessarily reflect what two unaffiliated parties might have agreed to. Had these agreements been negotiated with unaffiliated third parties, their terms may have been more or less favorable to us or EchoStar and its other subsidiaries. In addition, DISH Network or its affiliates will likely continue to enter into transactions, including joint ventures, acquisitions, dispositions and other strategic initiatives and transactions, with EchoStar or its subsidiaries, us or other affiliates. Although the terms of any such transactions will be established based upon negotiations between us and DISH Network and, when appropriate, subject to approval by committees of our and EchoStar’s non-interlocking directors or in certain instances non-interlocking management, there can be no assurance that the terms of any such transactions will be as favorable to EchoStar or its subsidiaries, us or our subsidiaries, or other affiliates as may otherwise be obtained in negotiations between unaffiliated third parties.
•Competition for business opportunities. DISH Network may have interests in various companies that have subsidiaries or controlled affiliates that own or operate domestic or foreign services that may compete with services offered by our businesses. We and EchoStar and its other subsidiaries may also compete with DISH Network when we participate in auctions for spectrum or orbital slots for our satellites or other business opportunities. In other auctions, we and DISH Network may be prohibited from participating separately, and cooperating with DISH Network may result in a less favorable outcome for us.
We may not be able to resolve any potential conflicts of interest with DISH Network and, even if we do so, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.
We do not have any agreements not to compete with DISH Network. However, many of our potential customers who compete with DISH Network have historically perceived us as a competitor due to our affiliation with DISH Network. There can be no assurance that we will be successful in entering into any commercial relationships with potential customers who are competitors of DISH Network (particularly if we continue to be perceived as affiliated with DISH Network as a result of common ownership, certain shared management services and other arrangements with DISH Network).
It may be difficult for a third party to acquire us, even if doing so may be beneficial to EchoStar’s shareholders, because of our and EchoStar’s capital structure and certain provisions of the BSS Transaction.
Certain provisions of EchoStar and our respective articles of incorporation and bylaws, such as a provision that authorizes the issuance of “blank check” preferred stock, which could be issued by our or EchoStar’s board of directors to increase the number of outstanding shares and thwart a takeover attempt and EchoStar’s capital structure with multiple classes of common stock some of which entitle the holders to multiple votes per share, may discourage delay or prevent a change in control of our company that may be considered favorable. Both we and EchoStar also have a significant amount of authorized and unissued stock under our respective articles of incorporation that would allow our respective boards of directors to issue shares to persons friendly to current management, thereby protecting the continuity of management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us. In addition, Charles W. Ergen, our Chairman, has the power to elect all of EchoStar’s directors and control shareholder decisions of EchoStar on matters on which all classes of EchoStar’s common stock vote together, and as our parent, EchoStar in turn holds all of our issued and outstanding equity and has the power to elect all of our directors and control shareholder decision on all matters, all of which may make it impractical for any third party to obtain control of us.
Additionally, in order to preserve the intended tax treatment of the Distribution, EchoStar has agreed to comply with certain restrictions under current U.S. federal income tax laws for spin‑offs, including, refraining from engaging in
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certain transactions that would result in a fifty percent or greater change by vote or by value in our and its stock ownership. This restriction could discourage third parties from seeking to acquire us.
We may face other risks described from time to time in periodic and current reports we file with the SEC.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive offices are located at 100 Inverness Terrace East, Englewood, Colorado 80112-5308 and our telephone number is (303) 706-4000. The following table sets forth certain information concerning our principal properties related to our Hughes segment (“Hughes”) and EchoStar Satellite Services segment (“ESS”) and to our other operations and administrative functions (“Corporate and Other”) as of December 31, 2020. We operate various facilities in the United States and abroad. We believe that our facilities are well maintained and are sufficient to meet our current and projected needs.
Location | Segment(s) | Function | ||||||||||||
Owned: | ||||||||||||||
| Englewood, Colorado | ESS/Corporate and Other | Corporate headquarters and engineering offices | ||||||||||||
| Germantown, Maryland | Hughes | Hughes corporate headquarters, engineering offices, network operations and shared hubs | ||||||||||||
| Griesheim, Germany | Hughes/Corporate and Other | Shared hub, operations, administrative offices and warehouse | ||||||||||||
Leased: | ||||||||||||||
| Gilbert, Arizona | Hughes | Gateways | ||||||||||||
| San Diego, California | Hughes | Engineering and sales offices | ||||||||||||
| Englewood, Colorado | Hughes | Gateways and equipment | ||||||||||||
| Gaithersburg, Maryland | Hughes | Manufacturing and testing facilities and logistics offices | ||||||||||||
| Gaithersburg, Maryland | Hughes | Engineering and administrative offices | ||||||||||||
| Southfield, Michigan | Hughes | Shared hub and regional network management center | ||||||||||||
| Las Vegas, Nevada | Hughes | Shared hub, antennae yards, gateway, backup network operation and control center for Hughes corporate headquarters | ||||||||||||
| Cheyenne, Wyoming | Hughes/ESS | Satellite access center, gateways and equipment | ||||||||||||
| Barueri, Brazil | Hughes | Shared hub | ||||||||||||
| Sao Paulo, Brazil | Hughes | Hughes Brazil corporate headquarters, sales offices and warehouse | ||||||||||||
| Bangalore, India | Hughes | Engineering office and office space | ||||||||||||
| Gurgaon, India | Hughes | Administrative offices, shared hub, operations, warehouse, and development center | ||||||||||||
| New Delhi, India | Hughes | Hughes India corporate headquarters | ||||||||||||
| Milton Keynes, United Kingdom | Hughes | Hughes Europe corporate headquarters and operations | ||||||||||||
ITEM 3. LEGAL PROCEEDINGS
For a discussion of legal proceedings, see Note 16 in our Accompanying Consolidated Financial Statements.
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ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information. As of February 11, 2021, all of our 1,078 issued and outstanding shares of common stock were held by EchoStar. There is currently no established trading market for our common stock. Our Articles of Incorporation authorize the issuance of 1,000,000 shares of preferred stock and as of February 11, 2021, no shares of our preferred stock were issued and outstanding.
Dividends. We have not paid any cash dividends on our common stock in the past two years. Payment of any future dividends will depend upon our earnings, capital requirements, contractual restrictions and other factors the board of directors considers appropriate. We currently intend to retain our earnings, if any, to support operations, future growth and expansion. Our ability to declare dividends is affected by the covenants in our indentures.
ITEM 7. MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
The following management’s narrative analysis of Results of Operations should be read in conjunction with our Accompanying Consolidated Financial Statements. This Management’s narrative analysis is intended to help provide an understanding of our financial condition, changes in our financial condition and our results of operations. Many of the statements in this Management’s narrative analysis are forward-looking statements that involve assumptions and are subject to risks and uncertainties that are often difficult to predict and beyond our control. Actual results could differ materially from those expressed or implied by such forward-looking statements. See Disclosure Regarding Forward-Looking Statements in this Form 10-K for further discussion. For a discussion of additional risks, uncertainties and other factors that could impact our results of operations or financial condition, see Item 1A. Risk Factors of this Form 10-K. Further, such forward-looking statements speak only as of the date of this Form 10-K and we undertake no obligation to update them.
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EXECUTIVE SUMMARY
We are a holding company and a subsidiary of EchoStar. We were formed as a Colorado corporation in March 2011. We are a global provider of broadband satellite technologies, broadband internet services for consumer customers, which include home and small to medium-sized businesses, and satellite services. We also deliver innovative network technologies, managed services and communications solutions for enterprise customers, which include aeronautical and government enterprises.
We currently operate in two business segments: Hughes and ESS. These segments are consistent with the way we make decisions regarding the allocation of resources, as well as how operating results are reviewed by our chief operating decision maker, who is the Company’s Chief Executive Officer.
Our operations also include various corporate departments (primarily Executive, Treasury, Strategic Development, Human Resources, IT, Finance, Accounting, Real Estate and Legal) and other activities, such as costs incurred in certain satellite development programs and other business development activities, and 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 in our segment reporting.
In September 2019, pursuant to a master transaction agreement (the “Master Transaction Agreement”) with DISH Network Corporation (“DISH”) and a wholly-owned subsidiary of DISH (“Merger Sub”), (i) we, EchoStar and its other subsidiaries 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 and its subsidiaries (together with DISH, “DISH Network”) and EchoStar’s joint venture Dish Mexico, S. de R.L. de C.V. (“Dish Mexico”) and its subsidiaries, and (2) telemetry, tracking and control (“TT&C”) services for satellites owned by DISH Network and a portion of EchoStar’s and our other businesses (collectively, the “BSS Business”) to one of our former subsidiaries, EchoStar BSS Corporation (“BSS Corp.”), (ii) EchoStar distributed to each holder of shares of EchoStar’s 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 EchoStar’s Class A or Class B common stock owned by such EchoStar stockholder (the “Distribution”); and (iii) immediately after the Distribution, (1) Merger Sub merged with and into BSS Corp. (the “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 0.23523769 shares of DISH Class A common stock, par value $0.001 per share (“DISH Common Stock”) ((i) - (iii) collectively, the “BSS Transaction”).
In connection with the BSS Transaction, EchoStar and DISH Network agreed to indemnify each other against certain losses with respect to breaches of certain representations and covenants and certain retained and assumed liabilities, respectively. Additionally, EchoStar and DISH and certain of our, EchoStar’s and DISH’s subsidiaries, as applicable, (i) entered into certain customary agreements covering, among other things, matters relating to taxes, employees, intellectual property and the provision of transitional services; (ii) terminated certain previously existing agreements; and (iii) amended certain existing agreements and entered into certain new agreements pursuant to which we, EchoStar and certain of our and its other subsidiaries, on the one hand, and DISH Network, on the other hand, will obtain and provide certain products, services and rights from and to each other.
The BSS Transaction was structured in a manner intended to be tax-free to EchoStar and its stockholders for U.S. federal income tax purposes and was accounted for as a spin-off to EchoStar’s stockholders as we and EchoStar did not receive any consideration. Following the consummation of the BSS Transaction, we no longer operate the BSS Business, which was a substantial portion of our ESS segment. As a result of the BSS Transaction, the financial results of the BSS Business, except for certain real estate that transferred in the transaction, are presented as discontinued operations and, as such, excluded from continuing operations and segment results for the years ended December 31, 2019 and 2018, in our Accompanying Consolidated Financial Statements. See Note 5 in our Accompanying Consolidated Financial Statements for further discussion of our discontinued operations.
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Highlights from our financial results are as follows:
Consolidated Results of Operations for the Year Ended December 31, 2020
•Revenue of $1.9 billion
•Operating income (loss) of $196.6 million
•Net income (loss) from continuing operations of $(2.4) million
•Net income (loss) attributable to HSSC of $9.3 million
•Earnings before interest, taxes, depreciation and amortization, net income (loss) from discontinued operations and net income (loss) attributable to non-controlling interests (“EBITDA”) of $704.0 million (refer to the reconciliation of this non-GAAP measure in Results of Operations)
Consolidated Financial Condition as of December 31, 2020
•Total assets of $5.6 billion
•Total liabilities of $3.5 billion
•Total shareholder’s equity of $2.1 billion
•Cash, cash equivalents and marketable investment securities of $1.9 billion
Hughes Segment
Our Hughes segment is a global provider of broadband satellite technologies and broadband internet services to consumer customers and broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to consumer and enterprise customers. The Hughes segment also designs, provides and installs gateway and terminal equipment to customers for other satellite systems. In addition, our Hughes segment designs, develops, constructs and provides telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.
We incorporate advances in technology to reduce costs and to increase the functionality and reliability of our products and services. Through advanced and proprietary methodologies, technologies, software and techniques, we continue to improve the efficiency of our networks. We invest in technologies to enhance our system and network management capabilities, specifically our managed services for enterprises. We also continue to invest in next generation technologies that can be applied to our future products and services.
We continue to focus our efforts on growing our consumer revenue by maximizing utilization of our existing satellites while planning for new satellites to be launched or acquired. Our consumer revenue growth depends on our success in adding new and retaining existing subscribers across wholesale and retail channels, as well as increasing our Average Revenue Per User/subscriber (“ARPU”). Service costs related to ongoing support for our direct and indirect customers and partners are typically impacted most significantly by our growth. The growth of our enterprise businesses relies heavily on global economic conditions and the competitive landscape for pricing relative to competitors and alternative technologies. We have seen a limited number of our enterprise customers file for bankruptcy protection. We have reserved an amount related to pre-petition receivables and are working closely with these customers on providing post-petition services and products, as well as working with the customer regarding collection of pre-petition amounts.
Our Hughes segment currently uses capacity from three of our satellites (the SPACEWAY 3 satellite, the EchoStar XVII satellite and the EchoStar XIX satellite), our Al Yah 3 Brazilian payload and additional satellite capacity acquired from third-party providers to provide services to our customers. Growth of our consumer subscriber base in the U.S. continues to be constrained where we are nearing or have reached maximum capacity in most areas. While these constraints are not expected to be resolved until we launch new satellites, we continue to focus on revenue growth in all areas and consumer subscriber growth in the areas where we have available capacity.
In May 2019, we entered into an agreement with Al Yah Satellite Communications Company PrJSC (“Yahsat”) pursuant to which, in November 2019, Yahsat contributed its satellite communications services business in Brazil to
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one of our Brazilian subsidiaries in exchange for a 20% ownership interest in that subsidiary. The combined business provides broadband internet services and enterprise solutions in Brazil using the Telesat T19V satellite, the Eutelsat 65W satellite and Yahsat’s Al Yah 3 satellite. Under the terms of the agreement, Yahsat may also acquire, for further cash investments, additional minority ownership interests in the business in the future provided certain conditions are met.
In May 2019, we also entered into an agreement with Bharti Airtel Limited (“BAL”) and its subsidiary, Bharti Airtel Services Limited (together with BAL, “Bharti”), pursuant to which Bharti will contribute its very small aperture terminal (“VSAT”) telecommunications services and hardware business in India to our two existing Indian subsidiaries that conduct our VSAT services and hardware business. The combined entities will provide broadband satellite and hybrid solutions for enterprise networks. Upon consummation of the transaction, Bharti will have a 33% ownership interest in the combined business. The completion of the transaction is subject to customary regulatory approvals and closing conditions. No assurance can be given that the transaction will be consummated on the terms agreed to or at all.
In August 2018, we entered into an agreement with Yahsat to establish a new entity, Broadband Connectivity Solutions (Restricted) Limited (together with its subsidiaries, “BCS”), 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. The transaction was consummated in December 2018 when we invested $100.0 million in cash in exchange for a 20% interest in BCS. Under the terms of the agreement, we may also acquire, for further cash investments, additional ownership interests in BCS in the future provided certain conditions are met. We supply network operations and management services and equipment to BCS.
In August 2017, a subsidiary of EchoStar entered into a long-term contract for the design and construction of the EchoStar XXIV satellite, a new, next-generation, high throughput geostationary satellite. The EchoStar XXIV satellite is primarily intended to provide additional capacity for our HughesNet satellite internet service (“HughesNet service”) in North, Central and South America as well as enterprise broadband services. Maxar Space, LLC (formerly Space Systems/Loral, LLC), the manufacturer of our EchoStar XXIV satellite, has notified us of a delay in completion of the satellite. The EchoStar XXIV satellite is expected to be launched in the second half of 2022. Further delays or impediments could have a material adverse impact on our business operations, future revenues, financial position and prospects, the completion of manufacture of the EchoStar XXIV satellite and our planned expansion of satellite broadband services throughout North, South and Central America. In December 2020, we entered into an agreement with a launch provider for the launch of EchoStar XXIV. Capital expenditures associated with the construction and launch of the EchoStar XXIV satellite are included in EchoStar’s Corporate and Other in its segment reporting.
We continue our efforts to expand our consumer satellite services business outside of the U.S. We have been delivering high-speed consumer satellite broadband services in Brazil since July 2016 and are also providing satellite broadband internet service in several other Latin American countries. Additionally, in September 2015, we entered into 15-year agreements with affiliates of Telesat Canada for Ka-band capacity on the Telesat T19V satellite located at the 63 degree west longitude orbital location, which was launched in July 2018. Telesat T19V was placed in service during the fourth quarter of 2018 and augmented the capacity being provided by the EUTELSAT 65 West A satellite and the EchoStar XIX satellite in South America.
Our broadband subscribers include customers that subscribe to our HughesNet services in the U.S. and Latin America through retail, wholesale and small/medium enterprise service channels.
The following table presents our approximate number of broadband subscribers:
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| As of December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| United States | 1,189,000 | 1,239,000 | 1,231,000 | |||||||||||||||||
| Latin America | 375,000 | 238,000 | 130,000 | |||||||||||||||||
| Total broadband subscribers | 1,564,000 | 1,477,000 | 1,361,000 | |||||||||||||||||
The following table presents the approximate number of net subscriber additions for each quarter in 2020:
| For the Three Months Ended | ||||||||||||||||||||||||||
| December 31 | September 30 | June 30 | March 31 | |||||||||||||||||||||||
| United States | (27,000) | (6,000) | (28,000) | 11,000 | ||||||||||||||||||||||
| Latin America | 11,000 | 43,000 | 54,000 | 29,000 | ||||||||||||||||||||||
| Total net subscriber additions | (16,000) | 37,000 | 26,000 | 40,000 | ||||||||||||||||||||||
Net subscriber additions in the U.S. decreased in the fourth quarter compared to the third quarter of 2020. Growth of our U.S. consumer subscriber base in certain areas continues to be capacity constrained and we are managing the available capacity to maintain service quality to our existing subscribers. While the balancing of total subscribers relative to capacity utilization in the fourth quarter resulted in lower total subscribers, ARPU increased.
In Latin America, we continued to see growth in our subscriber base and ARPU. However, we experienced a decrease in our net subscriber additions in the fourth quarter compared to the third quarter of 2020. This was partly due to fewer subscriber activations, as potential customers reacted to the easing of COVID-19 pandemic restrictions. In addition, net subscriber additions were adversely impacted by a temporary increase in churn due to various factors, including changes we made to our collections processes.
As of December 31, 2020 and 2019, our Hughes segment had $1.3 billion and $1.4 billion of contracted revenue backlog, respectively. We define Hughes contracted revenue backlog as our expected future revenue under enterprise customer contracts that are non-cancelable, including lease revenue. Our contracted revenue backlog as of December 31, 2020 decreased primarily due to the effects of the COVID-19 pandemic, including lengthened or delayed sales cycles with some of our enterprise customers.
ESS Segment
Our ESS segment 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 continuously make use of our available satellite capacity with existing customers and our ability to enter into commercial relationships with new customers. Our ESS segment, like others in the fixed satellite services industry, has encountered, and may continue to encounter, negative pressure on transponder rates and demand.
As of December 31, 2020 and 2019, our ESS segment had contracted revenue backlog of $6.7 million and $11.4 million, respectively. We define contracted revenue backlog for our ESS segment as contracted future satellite lease revenue. Of the total ESS contracted revenue backlog as of December 31, 2020, we expect to recognize $5.4 million of revenue in 2021.
Other Business Opportunities
Our industry continues to evolve with the increasing worldwide demand for broadband internet access for information, entertainment and commerce. The current COVID-19 pandemic has made even more evident the worldwide need and demand for connectivity and communications to facilitate an ever-increasing virtual global community and workplace. In addition to fiber and wireless systems, technologies such as geostationary high
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throughput satellites, LEO networks, MEO systems, balloons and High Altitude Platform Systems are expected to continue to play significant roles in enabling global broadband access, networks and services. We intend to use our expertise, technologies, capital, investments, global presence, relationships and other capabilities to continue to provide broadband internet systems, equipment, networks and services for information, the internet-of-things, entertainment, education, remote-connectivity and commerce across industries and communities globally for consumer and enterprise customers. We are closely tracking the developments in next-generation satellite businesses, and we are seeking to utilize our services, technologies, licenses and expertise to find new commercial opportunities for our business.
We intend to continue to selectively explore opportunities to pursue investments, commercial alliances, partnerships, joint ventures, acquisitions, dispositions and other strategic initiatives and transactions, domestically and internationally, that we believe may allow us to increase our existing market share, increase our satellite capacity, expand into new satellite and other technologies, markets and customers, broaden our portfolio of services, products and intellectual property, make our business more valuable, align us for future growth and expansion, maximize the return on our investments and strengthen our business and relationships with our customers. We may allocate or dispose of significant resources for long-term value that may not have a short or medium-term or any positive impact on our revenue, results of operations, or cash flow.
Cybersecurity
As a global provider of satellite technologies and services, internet services and communications equipment and networks, we may be prone to more targeted and persistent levels of cyber-attacks than other businesses. These risks may be more prevalent as we continue to expand and grow our business into other areas of the world outside of North America, some of which are still developing their cybersecurity infrastructure maturity. Detecting, deterring, preventing and mitigating incidents caused by hackers and other parties may result in significant costs to us and may expose our customers to financial or other harm that have the potential to significantly increase our liability.
Due to the COVID-19 pandemic, a large portion of our workforce has been working remotely and we expect certain portions of our workforce to continue to do so from time to time. While we have cybersecurity risk management tools to help protect our technology, information and networks that our employees access remotely, we cannot guarantee the security of the network that they will be using, the security status of the other non-company managed devices that might be on the network to which they are connected or the devices or networks used by third parties with whom our employees conduct business, such as customers, suppliers, vendors and other persons. Additionally, there continues to be a significant amount of COVID-19 related cyber-fraud and phishing attacks that continue to target our employees, vendors, suppliers, customers and others. Accordingly, we increased our cybersecurity efforts and resources as a result of the COVID-19 pandemic.
We treat cybersecurity risk seriously and are focused on maintaining the security of our and our partners’ systems, networks, technologies and data. We regularly review and revise our relevant policies and procedures, invest in and maintain internal resources, personnel and systems and review, modify and supplement our defenses through the use of various services, programs and outside vendors. Additionally, we provide resources to assist employees in better securing their home networks and remote connections. We also maintain agreements with third party vendors and experts to assist in our remediation and mitigation efforts if we experience or identify a material incident or threat. In addition, senior management and the Audit Committee of our Board of Directors are regularly briefed on cybersecurity matters. EchoStar also maintains agreements with third party vendors and experts to assist in our remediation and mitigation efforts if we experience or identify a material incident or threat. In addition, senior management and the Audit Committee of EchoStar’s Board of Directors are regularly briefed on cybersecurity matters.
On December 8, 2020, the cyber security company FireEye announced that they detected a sophisticated nation state level cyber campaign that targeted FireEye, other public and private companies, and government organizations. FireEye reported that the attack against them was facilitated through the Orion IT management software owned by a company called SolarWinds. Based on information from FireEye, we reviewed all instances of SolarWinds software in use at the Company and have determined that the version we are using is not susceptible to the malware within the version that is compromised. We continue to receive information about these breaches from the U.S. government and private security firms, and we use this data to update our defense systems and to investigate our own networks for compromise. We will continue to update our systems as more information comes to light in reference to this adversary and their actions.
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We are not aware of any additional cyber-incidents with respect to our owned or leased satellites or other networks, equipment or systems that have had a material adverse effect on our business, costs, operations, prospects, results of operation or financial position during the year ended December 31, 2020 and through February 23, 2021. There can be no assurance, however, that any such incident can be detected or thwarted or will not have such a material adverse effect in the future.
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RESULTS OF OPERATIONS
Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019
The following table presents our consolidated results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2019:
| For the years ended December 31, | Variance | |||||||||||||||||||||||||
Statements of Operations Data (1) | 2020 | 2019 | Amount | % | ||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
| Services and other revenue | $ | 1,691,757 | $ | 1,623,458 | $ | 68,299 | 4.2 | |||||||||||||||||||
| Equipment revenue | 205,601 | 266,703 | (61,102) | (22.9) | ||||||||||||||||||||||
| Total revenue | 1,897,358 | 1,890,161 | 7,197 | 0.4 | ||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||
Cost of sales - services and other | 572,637 | 555,701 | 16,936 | 3.0 | ||||||||||||||||||||||
| % of total services and other revenue | 33.8 | % | 34.2 | % | ||||||||||||||||||||||
Cost of sales - equipment | 166,429 | 225,103 | (58,674) | (26.1) | ||||||||||||||||||||||
| % of total equipment revenue | 80.9 | % | 84.4 | % | ||||||||||||||||||||||
| Selling, general and administrative expenses | 433,408 | 467,869 | (34,461) | (7.4) | ||||||||||||||||||||||
| % of total revenue | 22.8 | % | 24.8 | % | ||||||||||||||||||||||
| Research and development expenses | 29,448 | 25,739 | 3,709 | 14.4 | ||||||||||||||||||||||
| % of total revenue | 1.6 | % | 1.4 | % | ||||||||||||||||||||||
| Depreciation and amortization | 498,876 | 464,797 | 34,079 | 7.3 | ||||||||||||||||||||||
| Total costs and expenses | 1,700,798 | 1,739,209 | (38,411) | (2.2) | ||||||||||||||||||||||
| Operating income (loss) | 196,560 | 150,952 | 45,608 | 30.2 | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest income, net | 18,802 | 57,730 | (38,928) | (67.4) | ||||||||||||||||||||||
| Interest expense, net of amounts capitalized | (172,466) | (272,218) | 99,752 | (36.6) | ||||||||||||||||||||||
| Gains (losses) on investments, net | (232) | (8,464) | 8,232 | (97.3) | ||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates, net | (6,116) | (3,333) | (2,783) | 83.5 | ||||||||||||||||||||||
| Foreign currency transaction gains (losses), net | 3,427 | (9,855) | 13,282 | * | ||||||||||||||||||||||
| Other, net | (286) | (633) | 347 | (54.8) | ||||||||||||||||||||||
| Total other income (expense), net | (156,871) | (236,773) | 79,902 | (33.7) | ||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 39,689 | (85,821) | 125,510 | * | ||||||||||||||||||||||
Income tax benefit (provision), net | (42,118) | (11,595) | (30,523) | * | ||||||||||||||||||||||
| Net income (loss) from continuing operations | (2,429) | (97,416) | 94,987 | (97.5) | ||||||||||||||||||||||
| Net income (loss) from discontinued operations | — | 56,539 | (56,539) | (100.0) | ||||||||||||||||||||||
| Net income (loss) | (2,429) | (40,877) | 38,448 | (94.1) | ||||||||||||||||||||||
| Less: Net income (loss) attributable to non-controlling interests | 11,754 | 11,335 | 419 | 3.7 | ||||||||||||||||||||||
| Net income (loss) attributable to HSSC | $ | 9,325 | $ | (29,542) | $ | 38,867 | * | |||||||||||||||||||
| Other data: | ||||||||||||||||||||||||||
EBITDA (2) | $ | 703,983 | $ | 604,799 | $ | 99,184 | 16.4 | |||||||||||||||||||
| Subscribers, end of period | 1,564,000 | 1,477,000 | 87,000 | 5.9 | ||||||||||||||||||||||
* Percentage is not meaningful
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(1) An explanation of our key metrics is included in Explanation of Key Metrics and Other Items.
(2) A reconciliation of EBITDA to Net income (loss), the most directly comparable U.S. GAAP measure in our Accompanying Consolidated Financial Statements, is included in Results of Operations. For further information on our use of EBITDA, see Explanation of Key Metrics and Other Items.
The following discussion relates to our continuing operations for the years ended December 31, 2020 and 2019 unless otherwise stated.
Services and other revenue. Services and other revenue totaled $1.7 billion for the year ended December 31, 2020, an increase of $68.3 million, or 4.2%, as compared to 2019. The increase was primarily attributable to increases in sales of broadband services to our consumer customers of $109.3 million, partially offset by a decrease in sales of services to our enterprise customers of $35.9 million. These variances reflect the negative impact of exchange rate fluctuations of $35.6 million, primarily attributable to our consumer customers.
Equipment revenue. Equipment revenue totaled $205.6 million for the year ended December 31, 2020, a decrease of $61.1 million, or 22.9%, as compared to 2019. The decrease was primarily attributable to $43.2 million related to the bankruptcy of a certain customer and $38.9 million decreased sales to our international enterprise customers, partially offset by $24.7 million increased sales to our domestic enterprise customers. These variances reflect the negative impact of exchange rate fluctuations of $3.5 million, primarily attributable to our enterprise customers.
Cost of sales — services and other. Cost of sales — services and other totaled $572.6 million for the year ended December 31, 2020, an increase of $16.9 million, or 3.0%, as compared to 2019. The increase was primarily attributable to the corresponding increase in services and other revenue.
Cost of sales — equipment. Cost of sales — equipment totaled $166.4 million for the year ended December 31, 2020, a decrease of $58.7 million, or 26.1%, as compared to 2019. The decrease was primarily attributable to the corresponding reduction in equipment revenue.
Selling, general and administrative expenses. Selling, general and administrative expenses totaled $433.4 million for the year ended December 31, 2020, a decrease of $34.5 million, or 7.4%, as compared to 2019. The decrease was primarily attributable to expenses related to the license fee dispute in India of $9.4 million in 2019, certain legal proceedings of $25.7 million in 2019, and decreased sales and marketing expenses of $6.4 million in 2020, partially offset by increases in other general and administrative expenses of $7.3 million in 2020.
Depreciation and amortization. Depreciation and amortization expenses totaled $498.9 million for the year ended December 31, 2020, an increase of $34.1 million, or 7.3%, as compared to 2019. The increase was primarily attributable to increases in depreciation expense of $21.8 million relating to our customer premises equipment and $13.4 million relating to the depreciation of assets acquired in the Yahsat Brazil JV Transaction of which $7.9 million are related to non-recurring accelerated depreciation of assets that were scheduled for replacement after the Yahsat Brazil JV Transaction.
Interest income, net. Interest income, net totaled $18.8 million for the year ended December 31, 2020, a decrease of $38.9 million, or 67.4%, as compared to 2019, primarily attributable to decreases in the yield on our marketable investment securities and lower cash balances.
Interest expense, net of amounts capitalized. Interest expense, net of amounts capitalized totaled $172.5 million for the year ended December 31, 2020, a decrease of $99.8 million, or 36.6%, as compared to 2019. The decrease was primarily attributable to a decrease of $29.0 million in interest expense and in amortization of deferred financing cost as a result of the purchase and maturity in June 2019 of our 6 1/2% Senior Secured Notes due in 2019, a decrease of $66.1 million of interest expense related to the license fee dispute in India, a decrease of $4.1 million related to a certain legal proceeding in 2019 and an increase of $4.8 million in capitalized interest in 2020 relating to the construction of the EchoStar XXIV satellite and its related infrastructure.
Gains (losses) on investments, net. Gains (losses) on investments, net were $0.2 million in losses for the year ended December 31, 2020, as compared to $8.5 million in losses for the year ended December 31, 2019, a positive change of $8.2 million. The change was primarily attributable to losses in Other Equity Investments of $8.1 million in 2019.
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Equity in earnings (losses) of unconsolidated affiliates, net. Equity in earnings (losses) of unconsolidated affiliates, net totaled $6.1 million in loss for the year ended December 31, 2020, as compared to $3.3 million in losses for the year ended December 31, 2019, an increase in losses of $2.8 million or 83.5%, as compared to 2019. The decrease in losses was related to decreased losses from our investments in our equity method investees.
Foreign currency transaction gains (losses), net. Foreign currency transaction gains (losses), net totaled $3.4 million in gains for the year ended December 31, 2020, as compared to $9.9 million in losses for the year ended December 31, 2019, a positive change of $13.3 million. The change was due to the net weakening of the U.S. dollar against certain foreign currencies in 2020 compared to 2019.
Income tax benefit (provision), net. Income tax benefit (provision), net was $(42.1) million in provision for the year ended December 31, 2020, an increase of $(30.5) million, as compared to 2019. Our effective income tax rate was (106.1)% for the year ended December 31, 2020, compared to (13.5)% for the same period in 2019. The variations in our effective tax rate from the U.S. federal statutory rate for the year ended December 31, 2020 were primarily due to the increase in our valuation allowance associated with certain foreign losses, permanent book tax differences and the impact of state and local taxes, partially offset by research and experimentation credits. For the year ended December 31, 2019, the variations in our effective tax rate from the U.S. federal statutory rate were primarily due to the change in net unrealized losses that are capital in nature, various permanent tax differences, the impact of state and local taxes, and increase in our valuation allowance associated with certain foreign losses.
Net income (loss) attributable to HSSC. Net income (loss) attributable to HSSC was $9.3 million for the year ended December 31, 2020, compared to $(29.5) million for the year ended December 31, 2019, a change of $38.9 million as set forth in the following table:
Amounts | ||||||||
| Net income (loss) attributable to HSSC for the year ended December 31, 2019 | $ | (29,542) | ||||||
| Decrease (increase) in interest expense, net of amounts capitalized | 99,752 | |||||||
| Increase (decrease) in operating income (loss), including depreciation and amortization | 45,608 | |||||||
| Increase (decrease) in foreign currency transaction gains (losses), net | 13,282 | |||||||
| Increase (decrease) in gains (losses) on investments, net | 8,232 | |||||||
| Decrease (increase) in net income (loss) attributable to non-controlling interests | 419 | |||||||
| Increase (decrease) in other, net | 347 | |||||||
| Decrease (increase) in equity in earnings (losses) of unconsolidated affiliates, net | (2,783) | |||||||
| Decrease (increase) in income tax benefit (provision), net | (30,523) | |||||||
| Increase (decrease) in interest income, net | (38,928) | |||||||
| Increase (decrease) in net income (loss) from discontinued operations | (56,539) | |||||||
| Net income (loss) attributable to HSSC for the year ended December 31, 2020 | $ | 9,325 | ||||||
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EBITDA. EBITDA is a non-GAAP financial measure and is described under Explanation of Key Metrics and Other Items below. The following table reconciles EBITDA to Net income (loss), the most directly comparable U.S. GAAP measure in our Accompanying Consolidated Financial Statements:
| For the years ended December 31, | Variance | |||||||||||||||||||||||||
| 2020 | 2019 | Amount | % | |||||||||||||||||||||||
| Net income (loss) | $ | (2,429) | $ | (40,877) | $ | 38,448 | (94.1) | |||||||||||||||||||
| Interest income, net | (18,802) | (57,730) | 38,928 | (67.4) | ||||||||||||||||||||||
| Interest expense, net of amounts capitalized | 172,466 | 272,218 | (99,752) | (36.6) | ||||||||||||||||||||||
| Income tax provision (benefit), net | 42,118 | 11,595 | 30,523 | * | ||||||||||||||||||||||
| Depreciation and amortization | 498,876 | 464,797 | 34,079 | 7.3 | ||||||||||||||||||||||
| Net loss (income) from discontinued operations | — | (56,539) | 56,539 | (100.0) | ||||||||||||||||||||||
| Net loss (income) attributable to non-controlling interests | 11,754 | 11,335 | 419 | 3.7 | ||||||||||||||||||||||
| EBITDA | $ | 703,983 | $ | 604,799 | $ | 99,184 | 16.4 | |||||||||||||||||||
EBITDA was $704.0 million for the year ended December 31, 2020, an increase of $99.2 million, or 16.4%, as compared to 2019 as set forth in the following table:
Amounts | ||||||||
| EBITDA for the year ended December 31, 2019 | $ | 604,799 | ||||||
| Increase (decrease) in operating income (loss), excluding depreciation and amortization | 79,687 | |||||||
| Increase (decrease) in foreign currency transaction gains (losses), net | 13,282 | |||||||
| Increase (decrease) in gains (losses) on investments, net | 8,232 | |||||||
| Decrease (increase) in net loss (income) attributable to non-controlling interests | 419 | |||||||
| Increase (decrease) in other, net | 347 | |||||||
| Decrease (increase) in equity in earnings (losses) of unconsolidated affiliates, net | (2,783) | |||||||
| EBITDA for the year ended December 31, 2020 | $ | 703,983 | ||||||
Segment Operating Results and Capital Expenditures
The following tables present our operating results, capital expenditures and EBITDA by segment for the year ended December 31, 2020, as compared to the year ended December 31, 2019:
| Hughes | ESS | Corporate and Other | Consolidated Total | |||||||||||||||||||||||
| For the year ended December 31, 2020 | ||||||||||||||||||||||||||
| Total revenue | $ | 1,860,834 | $ | 17,398 | $ | 19,126 | $ | 1,897,358 | ||||||||||||||||||
| Capital expenditures | 355,197 | 41 | — | 355,238 | ||||||||||||||||||||||
| EBITDA | 727,608 | 7,873 | (31,498) | 703,983 | ||||||||||||||||||||||
| For the year ended December 31, 2019 | ||||||||||||||||||||||||||
| Total revenue | $ | 1,852,742 | $ | 16,257 | $ | 21,162 | $ | 1,890,161 | ||||||||||||||||||
| Capital expenditures | 308,781 | — | — | 308,781 | ||||||||||||||||||||||
| EBITDA | 625,660 | 6,994 | (27,855) | 604,799 | ||||||||||||||||||||||
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Hughes Segment
For the years ended December 31, | Variance | |||||||||||||||||||||||||
| 2020 | 2019 | Amount | % | |||||||||||||||||||||||
| Total revenue | $ | 1,860,834 | $ | 1,852,742 | $ | 8,092 | 0.4 | |||||||||||||||||||
| Capital expenditures | 355,197 | 308,781 | 46,416 | 15.0 | ||||||||||||||||||||||
| EBITDA | 727,608 | 625,660 | 101,948 | 16.3 | ||||||||||||||||||||||
Total revenue was $1.9 billion for the year ended December 31, 2020, an increase of $8.1 million, or 0.4%, as compared to 2019. Services and other revenue increased primarily due to increases in sales of broadband services to our consumer customers of $109.3 million, partially offset by a decrease in sales of services to our enterprise customers of $35.9 million. These variances reflect the negative impact of exchange rate fluctuations of $35.6 million, primarily attributable to our consumer customers. Equipment revenue decreased primarily due to $43.2 million related to the bankruptcy of a certain customer and $38.9 million decreased sales to our international enterprise customers, partially offset by $24.7 million increased sales to our domestic enterprise customers. These variances reflect the negative impact of exchange rate fluctuations of $3.5 million, primarily attributable to our enterprise customers.
Capital expenditures were $355.2 million for the year ended December 31, 2020, an increase of $46.4 million, or 15.0%, as compared to 2019, primarily due to increases in expenditures associated with our consumer business and construction of our satellite-related ground infrastructure.
EBITDA was $727.6 million for the year ended December 31, 2020, an increase of $101.9 million, or 16.3%, as compared to 2019, as set forth in the following table:
| Amounts | ||||||||
| EBITDA for the year ended December 31, 2019 | $ | 625,660 | ||||||
| Increase (decrease) in operating income (loss), excluding depreciation and amortization | 80,562 | |||||||
| Increase (decrease) in foreign currency transaction gains (losses), net | 13,298 | |||||||
| Increase (decrease) in gains (losses) on investments, net | 8,770 | |||||||
| Decrease (increase) in net loss (income) attributable to non-controlling interests | 419 | |||||||
| Increase (decrease) in other, net | 255 | |||||||
| Decrease (increase) in equity in earnings (losses) of unconsolidated affiliates, net | (1,356) | |||||||
| EBITDA for the year ended December 31, 2020 | $ | 727,608 | ||||||
ESS Segment
| For the years ended December 31, | Variance | |||||||||||||||||||||||||
| 2020 | 2019 | Amount | % | |||||||||||||||||||||||
| Total revenue | $ | 17,398 | $ | 16,257 | $ | 1,141 | 7.0 | |||||||||||||||||||
| Capital expenditures | 41 | — | 41 | * | ||||||||||||||||||||||
| EBITDA | 7,873 | 6,994 | 879 | 12.6 | ||||||||||||||||||||||
* Percentage is not meaningful
Total revenue was $17.4 million for the year ended December 31, 2020, an increase of $1.1 million, or 7.0%, as compared to 2019, primarily due to an increase in transponder services provided to third parties.
EBITDA was $7.9 million for the year ended December 31, 2020, an increase of $0.9 million, or 12.6%, as compared to 2019, primarily due to the increase in overall ESS revenue.
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Corporate and Other
| For the years ended December 31, | Variance | |||||||||||||||||||||||||
| 2020 | 2019 | Amount | % | |||||||||||||||||||||||
| Total revenue | $ | 19,126 | $ | 21,162 | $ | (2,036) | (9.6) | |||||||||||||||||||
| EBITDA | (31,498) | (27,855) | (3,643) | 13.1 | ||||||||||||||||||||||
* Percentage is not meaningful
EBITDA was a loss of $(31.5) million for the year ended December 31, 2020, an increase in loss of $(3.6) million, or 13.1% as compared to 2019, as set forth in the following table:
| Amounts | ||||||||
| EBITDA for the year ended December 31, 2019 | $ | (27,855) | ||||||
| Increase (decrease) in other, net | 94 | |||||||
| Increase (decrease) in foreign currency transaction gains (losses), net | (16) | |||||||
| Increase (decrease) in gains (losses) on investments, net | (537) | |||||||
| Decrease (increase) in equity in earnings (losses) of unconsolidated affiliates, net | (1,426) | |||||||
| Increase (decrease) in operating income (loss), excluding depreciation and amortization | (1,758) | |||||||
| EBITDA for the year ended December 31, 2020 | $ | (31,498) | ||||||
EXPLANATION OF KEY METRICS AND OTHER ITEMS
Services and other revenue. Services and other revenue primarily includes the sales of consumer and enterprise broadband services, maintenance and other contracted services, revenue associated with satellite and transponder leases and services, satellite uplinking/downlinking, subscriber wholesale service fees for the HughesNet service professional services and facilities rental revenue.
Equipment revenue. Equipment revenue primarily includes broadband equipment and networks sold to customers in our consumer and enterprise markets.
Cost of sales - services and other. Cost of sales - services and other primarily includes the cost of broadband services provided to our consumer and enterprise customers, maintenance and other contracted services, costs associated with satellite and transponder leases and services, professional services and facilities rental.
Cost of sales - equipment. Cost of sales - equipment consists primarily of the cost of broadband equipment and networks sold to customers in our consumer and enterprise markets. It also includes certain other costs associated with the deployment of equipment to our customers.
Selling, general and administrative expenses. Selling, general and administrative expenses primarily includes selling and marketing costs and employee-related costs associated with administrative services (e.g., information systems, human resources and other services), including stock-based compensation expense. It also includes professional fees (e.g. legal, information systems and accounting services) and other expenses associated with facilities and administrative services.
Research and development expenses. Research and development expenses primarily includes costs associated with the design and development of products to support future growth and provide new technology and innovation to our customers.
Impairment of long-lived assets. Impairment of long-lived assets includes our impairment losses related to our property and equipment, goodwill, regulatory authorizations and other intangible assets.
Interest income, net. Interest income, net primarily includes interest earned on our cash, cash equivalents and marketable investment securities, and other investments including premium amortization and discount accretion on debt securities.
26
Interest expense, net of amounts capitalized. Interest expense, net of amounts capitalized primarily includes interest expense associated with our debt and finance lease obligations (net of capitalized interest), amortization of debt issuance costs and interest expense related to certain legal proceedings.
Gains (losses) on investments, net. Gains (losses) on investments, net primarily includes changes in fair value of our marketable equity securities and other investments for which we have elected the fair value option. It may also include realized gains and losses on the sale or exchange of our available-for-sale debt securities, other-than-temporary impairment losses on our available-for-sale securities, realized gains and losses on the sale or exchange of equity securities and debt securities without readily determinable fair value and adjustments to the carrying amount of investments in unconsolidated affiliates and marketable equity securities resulting from impairments and observable price changes.
Equity in earnings (losses) of unconsolidated affiliates, net. Equity in earnings (losses) of unconsolidated affiliates, net includes earnings or losses from our investments accounted for using the equity method.
Foreign currency transaction gains (losses), net. Foreign currency transaction gains (losses), net include gains and losses resulting from the re-measurement of transactions denominated in foreign currencies.
Other, net. Other, net primarily includes dividends received from our marketable investment securities and other non-operating income and expense items that are not appropriately classified elsewhere in the Consolidated Statements of Operations in our Accompanying Consolidated Financial Statements.
Net income (loss) from discontinued operations. Net income (loss) from discontinued operations includes the financial results of the BSS Business transferred in the BSS Transaction, except for certain real estate that transferred in the transaction.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”). EBITDA is defined as Net income (loss) excluding Interest income and expense, net, Income tax benefit (provision), net, Depreciation and amortization, Net income (loss) from discontinued operations and Net income (loss) attributable to non-controlling interests. EBITDA is not a measure determined in accordance with U.S. GAAP. This non-GAAP measure is reconciled to Net income (loss) in our discussion of Results of Operations above. EBITDA should not be considered in isolation or as a substitute for operating income, net income or any other measure determined in accordance with U.S. GAAP. EBITDA is used by our management as a measure of operating efficiency and overall financial performance for benchmarking against our peers and competitors. Management believes EBITDA provides meaningful supplemental information regarding the underlying operating performance of our business and is appropriate to enhance an overall understanding of our financial performance. Management also believes that EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties to evaluate the performance of companies in our industry.
Subscribers. Subscribers include customers that subscribe to our HughesNet service, through retail, wholesale and small/medium enterprise service channels.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risks Associated with Financial Instruments and Foreign Currency
Our investments and debt are exposed to market risks, discussed below.
Cash, Cash Equivalents and Current Marketable Investment Securities
As of December 31, 2020, our cash, cash equivalents and current marketable investment securities had a fair value of $1.9 billion. Of this amount, a total of $1.9 billion was invested in: (a) cash; (b) commercial paper and corporate notes with an overall average maturity of less than one year and rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations; (c) debt instruments of the U.S. government and its agencies; and/or (d) instruments with similar risk, duration and credit quality characteristics to the commercial paper and corporate obligations described above. The primary purpose of these investing activities has been to preserve
27
principal until the cash is required to, among other things, fund operations, make strategic investments and expand the business. Consequently, the size of this portfolio fluctuates significantly as cash is received and used in our business. The value of this portfolio may be negatively impacted by credit losses; however, this risk is mitigated through diversification that limits our exposure to any one issuer.
Interest Rate Risk
A change in interest rates would not affect the fair value of our cash, or materially affect the fair value of our cash equivalents due to their maturities of less than 90 days. A change in interest rates would affect the fair value of our current marketable debt securities portfolio; however, we normally hold these investments to maturity. Based on our cash, cash equivalents and current marketable debt securities investment portfolio of $1.9 billion as of December 31, 2020, a hypothetical 10% change in average interest rates during 2020 would not have had a material impact on the fair value of our cash, cash equivalents and debt securities portfolio due to the limited duration of our investments.
Our cash, cash equivalents and current marketable debt securities had an average annual rate of return for the year ended December 31, 2020 of 0.85%. A change in interest rates would affect our future annual interest income from this portfolio, since funds would be re-invested at different rates as the instruments mature. A hypothetical 10% decrease in average interest rates during 2020 would have resulted in a decrease of $1.5 million in annual interest income.
Other Investments
As of December 31, 2020, we had $7.4 million of other equity investments and other debt investments of privately held companies that we hold for strategic business purposes. The fair value of these investments is not readily determinable. We periodically review these investments and may adjust the carrying amount to their estimated fair value when there are indications of impairment, observable prices changes for the investments or observable transactions of the same investments. A hypothetical adverse change equal to 10% of the carrying amount of these equity instruments during 2020 would have resulted in a decrease of $0.7 million in the value of these investments.
Our ability to realize value from our strategic investments in companies that are privately held depends on the success of those companies’ businesses and their ability to obtain sufficient capital to execute their business plans. Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we sell them, we will not be able to recover our investment.
Foreign Currency Exchange Risk
Our international business is conducted in a variety of foreign currencies with our largest exposures being to the Brazilian real, the Indian rupee, European euro and the British pound. Transactions in foreign currencies are converted into U.S. dollars using exchange rates in effect on the dates of the transactions. This exposes us to fluctuations in foreign currency exchange rates.
Our objective in managing our exposure to foreign currency changes is to reduce earnings and cash flow volatility associated with foreign currency exchange rate fluctuations, primarily resulting from loans to foreign subsidiaries in U.S. dollars. Accordingly, we may enter into foreign currency forward contracts, or take other measures, to mitigate risks associated with foreign currency denominated assets, liabilities, commitments and anticipated foreign currency transactions. As of December 31, 2020, we had foreign currency forward contracts with a notional value of $12.1 million in place to partially mitigate foreign currency exchange risk. The estimated fair values of the foreign currency contracts were not material as of December 31, 2020. The impact of a hypothetical 10% adverse change in exchange rates on the carrying amount of the net assets and liabilities of our foreign subsidiaries during 2020 would have resulted in an estimated loss to the cumulative translation adjustment of $47.9 million.
Derivative Financial Instruments
We generally do not use derivative financial instruments for speculative purposes and we generally do not apply hedge accounting treatment to our derivative financial instruments. We evaluate our derivative financial instruments
28
from time to time but there can be no assurance that we will not enter into additional foreign currency forward contracts, or take other measures, in the future to mitigate our foreign currency exchange risk.
29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our Accompanying Consolidated Financial Statements are included in Item 15 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-K. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K such that the information required to be disclosed in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing its effectiveness and to ensure that our systems evolve with our business.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.
Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;
(ii) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
30
Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2020.
ITEM 9B. OTHER INFORMATION
Financial Results
On February 23, 2021, EchoStar issued a press release (the “Press Release”) announcing its financial results for the quarter and year ended December 31, 2020. A copy of the Press Release is furnished herewith as Exhibit 99.1. The foregoing information, including the exhibit related thereto, is furnished in response to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
31
PART III
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Appointment of Independent Registered Public Accounting Firm
Appointment of Independent Registered Public Accounting Firm for 2021. KPMG LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2020. EchoStar’s board of directors, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests.
Fees Paid to KPMG LLP
The following table presents fees for professional services rendered by KPMG LLP on behalf of the Company for the years ended December 31, 2020 and 2019:
| For the Years Ended December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Audit fees (1) | $ | 1,980,020 | $ | 2,147,764 | ||||||||||
| Audit-related fees (2) | 2,276 | 62,919 | ||||||||||||
| Total audit and audited related fees | 1,982,296 | 2,210,683 | ||||||||||||
| Tax fees (3) | 12,941 | — | ||||||||||||
| Total fees | $ | 1,995,237 | $ | 2,210,683 | ||||||||||
(1) Consists of fees for the audit of our consolidated financial statements included in our Annual Report on Form 10-K, review of our unaudited financial statements included in our Quarterly Reports on Form 10-Q and fees in connection with statutory and other audits of our foreign subsidiaries.
(2) Consists of fees for assurance and other services that are provided in connection with the issuance of consents, comfort letters, certifications, compliance with XBRL tagging, and professional consultations with respect to accounting issues or matters that are non-recurring in nature.
(3) Consists of fees for tax consultation and tax compliance services.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
EchoStar’s Audit Committee is responsible for appointing, setting compensation, retaining, and overseeing the work of our independent registered public accounting firm. EchoStar’s Audit Committee has established a process regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm.
Requests are submitted to EchoStar’s Audit Committee in one of the following ways:
•Request for approval of services at a meeting of EchoStar’s Audit Committee; or
•Request for approval of services by members of EchoStar’s Audit Committee acting by written consent.
The request may be made with respect to either specific services or a type of service for predictable or recurring services. All of the fees paid by us to KPMG LLP for services for 2020 and 2019 were pre-approved by EchoStar’s Audit Committee.
32
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
| Exhibit No. | Description | |||||||
33
| Exhibit No. | Description | |||||||
34
| Exhibit No. | Description | |||||||
35
| Exhibit No. | Description | |||||||
36
| Exhibit No. | Description | |||||||
| 101.INS | XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema. | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. | |||||||
(H) Filed herewith.
(I) Furnished herewith.
* Incorporated by reference.
** Constitutes a management contract or compensatory plan or arrangement.
*** Certain portions of the exhibit have been omitted in accordance with the Securities and Exchange Commission’s rules and regulations regarding confidential treatment.
37
**** Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We agree to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request, subject to our right to request confidential treatment of any requested schedule or exhibit.
ITEM 16. FORM 10-K SUMMARY
None.
38
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HUGHES SATELLITE SYSTEMS CORPORATION | ||||||||
| By: | /s/ David J. Rayner | |||||||
| David J. Rayner | ||||||||
| Executive Vice President, | ||||||||
| Chief Financial Officer, | ||||||||
| Chief Operating Officer, and | ||||||||
| Treasurer | ||||||||
| Date: February 23, 2021 | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
/s/ Michael T. Dugan | Chief Executive Officer, President and Director | February 23, 2021 | ||||||||||||
| Michael T. Dugan | (Principal Executive Officer) | |||||||||||||
/s/ David J. Rayner | Executive Vice President, Chief Financial Officer, | February 23, 2021 | ||||||||||||
| David J. Rayner | Chief Operating Officer and Treasurer | |||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||
/s/ Charles W. Ergen | Chairman | February 23, 2021 | ||||||||||||
| Charles W. Ergen | ||||||||||||||
/s/ Dean A. Manson | Executive Vice President, General Counsel | February 23, 2021 | ||||||||||||
| Dean A. Manson | Secretary and Director | |||||||||||||
39
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements:
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholder and Board of Directors
Hughes Satellite Systems Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Hughes Satellite Systems Corporation and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in shareholder’s equity, and cash flows for each of the years in the three‑year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, in 2019, the Company changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-2
Identification of related party transactions with DISH Network Corporation
As discussed in Note 20 to the consolidated financial statements, a substantial majority of the voting power of the shares of both EchoStar Corporation and subsidiaries (EchoStar), the Company’s parent, and DISH Network Corporation and subsidiaries (DISH) is owned beneficially by the Chairman of the Company. The Company has engaged, and continues to engage, in related party transactions with DISH.
We identified the evaluation of the identification of related party transactions with DISH as a critical audit matter. Subjective auditor judgment was required in assessing the sufficiency of the results of the procedures performed to determine such transactions were identified by the Company.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s related party process, including controls related to the identification of the Company’s related party transactions with DISH. We evaluated the identification of related party transactions with DISH by:
–confirming related party amounts between DISH and the Company with DISH;
–reading public filings from the Company, EchoStar, DISH, and external news for information related to transactions between the Company and DISH;
–reading the Company’s and EchoStar’s minutes from meetings of the Board of Directors;
–performing a keyword search on the Company’s customer and vendor databases for new relationships with DISH;
–reading new agreements and contracts with DISH;
–inquiring of executive officers, key members of the Company, and the Board of Directors; and
–reading the transcripts to quarterly earnings conference calls for EchoStar and DISH.
We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed over the identification of related party transactions with DISH.
/s/ KPMG LLP
We have served as the Company’s auditor since 2011.
Denver, Colorado
February 23, 2021
F-3
HUGHES SATELLITE SYSTEMS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share amounts)
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Marketable investment securities | ||||||||||||||
| Trade accounts receivable and contract assets, net | ||||||||||||||
| Other current assets, net | ||||||||||||||
| Total current assets | ||||||||||||||
| Non-current assets: | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Regulatory authorizations, net | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Other investments, net | ||||||||||||||
| Other non-current assets, net | ||||||||||||||
| Total non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Shareholder's Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Trade accounts payable | $ | $ | ||||||||||||
| Current portion of long-term debt, net | ||||||||||||||
| Contract liabilities | ||||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Non-current liabilities: | ||||||||||||||
| Long-term debt, net | ||||||||||||||
| Deferred tax liabilities, net | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Shareholder's equity: | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | ||||||||||||
| Accumulated earnings (losses) | ||||||||||||||
| Total Hughes Satellite Systems Corporation shareholder's equity | ||||||||||||||
| Non-controlling interests | ||||||||||||||
| Total shareholder's equity | ||||||||||||||
| Total liabilities and shareholder's equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-4
HUGHES SATELLITE SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands)
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Revenue: | ||||||||||||||||||||
| Services and other revenue | $ | $ | $ | |||||||||||||||||
| Equipment revenue | ||||||||||||||||||||
| Total revenue | ||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||
| Cost of sales - services and other (exclusive of depreciation and amortization) | ||||||||||||||||||||
| Cost of sales - equipment (exclusive of depreciation and amortization) | ||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Total costs and expenses | ||||||||||||||||||||
| Operating income (loss) | ||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Interest income | ||||||||||||||||||||
| Interest expense, net of amounts capitalized | ( | ( | ( | |||||||||||||||||
| Gains (losses) on investments, net | ( | ( | ||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates, net | ( | ( | ||||||||||||||||||
| Foreign currency transaction gains (losses), net | ( | ( | ||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | |||||||||||||||||
| Income (loss) from continuing operations before income taxes | ( | |||||||||||||||||||
| Income tax benefit (provision), net | ( | ( | ( | |||||||||||||||||
| Net income (loss) from continuing operations | ( | ( | ( | |||||||||||||||||
| Net income (loss) from discontinued operations | ||||||||||||||||||||
| Net income (loss) | ( | ( | ||||||||||||||||||
| Less: Net loss (income) attributable to non-controlling interests | ( | |||||||||||||||||||
| Net income (loss) attributable to HSSC | $ | $ | ( | $ | ||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-5
HUGHES SATELLITE SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | |||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ||||||||||||||||||
| Unrealized gains (losses) on available-for-sale securities | ( | ( | ||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||
| Amounts reclassified to net income (loss): | ||||||||||||||||||||
| Realized losses (gains) on available-for-sale securities | ( | ( | ( | |||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||
| Comprehensive income (loss) | ( | ( | ||||||||||||||||||
| Less: Comprehensive loss (income) attributable to non-controlling interests | ( | |||||||||||||||||||
| Comprehensive income (loss) attributable to HSSC | $ | ( | $ | ( | $ | |||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-6
HUGHES SATELLITE SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
(Amounts in thousands)
Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Losses) | Non-controlling Interests | Total | ||||||||||||||||||||||||||||
| Balance, December 31, 2017 | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||
| Cumulative effect of accounting changes | — | — | ||||||||||||||||||||||||||||||
| Balance, January 1, 2018 | ( | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||
| Capital contribution from EchoStar Corporation | — | — | — | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | ( | — | ( | ( | |||||||||||||||||||||||||||
| Net income (loss) | — | — | ||||||||||||||||||||||||||||||
| Other, net | ( | — | — | — | ( | |||||||||||||||||||||||||||
| Balance, December 31, 2018 | ( | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||
| Capital contribution from EchoStar Corporation | — | — | — | |||||||||||||||||||||||||||||
| Purchase of non-controlling interest | ( | — | — | ( | ( | |||||||||||||||||||||||||||
| Net assets distributed pursuant to the BSS Transaction | ( | — | — | — | ( | |||||||||||||||||||||||||||
| Issuance of equity and contribution of assets pursuant to the Yahsat JV formation | — | — | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | ( | — | |||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | ( | ( | |||||||||||||||||||||||||||
| Other, net | — | — | ||||||||||||||||||||||||||||||
| Balance, December 31, 2019 | ( | |||||||||||||||||||||||||||||||
| Cumulative effect of accounting changes | — | — | ( | ( | ( | |||||||||||||||||||||||||||
| Balance, January 1, 2020 | ( | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||||||||||||||
| Issuance of equity and contribution of assets pursuant to the Yahsat JV formation | — | — | ( | |||||||||||||||||||||||||||||
| Contribution by non-controlling interest holder | — | — | — | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | ( | — | ( | ( | |||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | ( | ||||||||||||||||||||||||||||
| Other, net | ( | — | ( | |||||||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-7
HUGHES SATELLITE SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
| For the years ended For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | |||||||||||||||
| Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Losses (gains) on investments, net | ( | |||||||||||||||||||
| Equity in losses (earnings) of unconsolidated affiliates, net | ( | |||||||||||||||||||
| Foreign currency transaction losses (gains), net | ( | |||||||||||||||||||
| Deferred tax provision (benefit), net | ( | |||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||||||
| Dividends received from unconsolidated affiliates | ||||||||||||||||||||
| Changes in assets and current liabilities, net: | ||||||||||||||||||||
| Trade accounts receivable and contract assets, net | ( | ( | ||||||||||||||||||
| Other current assets | ( | |||||||||||||||||||
| Trade accounts payable | ( | |||||||||||||||||||
| Contract liabilities | ||||||||||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||||||||
| Non-current assets and non-current liabilities, net | ( | ( | ||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||
| Net cash flows from operating activities | ||||||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||
| Purchases of marketable investment securities | ( | ( | ( | |||||||||||||||||
| Sales and maturities of marketable investment securities | ||||||||||||||||||||
| Expenditures for property and equipment | ( | ( | ( | |||||||||||||||||
| Expenditures for externally marketed software | ( | ( | ( | |||||||||||||||||
| Investments in unconsolidated affiliates | ( | |||||||||||||||||||
| Refunds and other receipts related to property and equipment | ||||||||||||||||||||
| Purchases of regulatory authorizations | ( | |||||||||||||||||||
| Payment for EchoStar XXI launch services | ( | |||||||||||||||||||
| Dividend received from unconsolidated affiliate | ||||||||||||||||||||
| Net cash flows from investing activities | ( | ( | ||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||
| Repurchase and maturity of the 2019 Senior Secured Notes | ( | ( | ||||||||||||||||||
| Repayment of other long-term debt and finance lease obligations | ( | ( | ( | |||||||||||||||||
| Payment of in-orbit incentive obligations | ( | ( | ( | |||||||||||||||||
| Contribution by non-controlling interest holder | ||||||||||||||||||||
| Capital contribution from EchoStar | ||||||||||||||||||||
| Purchase of non-controlling interest | ( | |||||||||||||||||||
| Other, net | ||||||||||||||||||||
| Net cash flows from financing activities | ( | ( | ||||||||||||||||||
| Effect of exchange rates on cash and cash equivalents | ( | ( | ||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ( | ||||||||||||||||||
| Cash and cash equivalents, including restricted amounts, beginning of period | ||||||||||||||||||||
| Cash and cash equivalents, including restricted amounts, end of period | $ | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-8
NOTE 1. 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”). We are a global provider of broadband satellite technologies, broadband internet services for consumer customers, which include home and small to medium-sized businesses, and satellite services. We also deliver innovative network technologies, managed services and communications solutions for enterprise customers, which include aeronautical and government enterprises. We operate in the following two business segments:
•Hughes — which provides broadband satellite technologies and broadband internet services to domestic and international consumer customers and broadband network technologies, managed services, equipment, hardware, satellite services and communication solutions to service providers and enterprise customers. The Hughes segment also designs, provides and installs gateway and terminal equipment to customers for other satellite systems. In addition, our Hughes segment designs, develops, constructs and provides telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.
•ESS — which uses certain of our owned and leased in-orbit satellites and related licenses to provide satellite services on a full-time and/or occasional-use basis to United States (“U.S.”) government service providers, internet service providers, broadcast news organizations, content providers and private enterprise customers.
Our operations also include various corporate departments (primarily Executive, Treasury, Strategic Development, Human Resources, IT, Finance, Accounting, Real Estate and Legal) and other activities, such as costs incurred in certain satellite development programs and other business development activities, and 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 17. Segment Reporting for further detail.
In September 2019, pursuant to a master transaction agreement (the “Master Transaction Agreement”) with DISH Network Corporation (“DISH”) and a wholly-owned subsidiary of DISH (“Merger Sub”), (i) we and EchoStar and its subsidiaries 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 and its subsidiaries, (together with DISH, “DISH Network”) and EchoStar’s joint venture Dish Mexico, S. de R.L. de C.V., (“Dish Mexico”) and its subsidiaries and (2) telemetry, tracking and control (“TT&C”) services for satellites owned by DISH Network and a portion of EchoStar’s and our other businesses (collectively, the “BSS Business”) to one of our former subsidiaries, EchoStar BSS Corporation (“BSS Corp.”),; (ii) EchoStar distributed to each holder of shares of EchoStar’s 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 EchoStar’s Class A or Class B common stock owned by such EchoStar stockholder (the “Distribution”); and (iii) immediately after the Distribution, (1) Merger Sub merged with and into BSS Corp. (the “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 0.23523769 shares of DISH Class A common stock, par value $0.001 per share (“DISH Common Stock”) ((i) - (iii) collectively, the “BSS Transaction”).
In connection with the BSS Transaction, EchoStar and DISH Network agreed to indemnify each other against certain losses with respect to breaches of certain representations and covenants and certain retained and assumed liabilities, respectively. Additionally, EchoStar and DISH and certain of our, EchoStar’s and DISH’s subsidiaries, as applicable, (i) entered into certain customary agreements covering, among other things, matters relating to taxes, employees, intellectual property and the provision of transitional services; (ii) terminated certain previously existing agreements; and (iii) amended certain existing agreements and entered into certain new agreements pursuant to
F-9
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
which we, EchoStar and certain of our and its other subsidiaries, on the one hand, and DISH Network, on the other hand, will obtain and provide certain products, services and rights from and to each other.
The BSS Transaction was structured in a manner intended to be tax-free to EchoStar and its stockholders for U.S. federal income tax purposes and was accounted for as a spin-off to EchoStar’s stockholders as we and EchoStar did not receive any consideration. Following the consummation of the BSS Transaction, we no longer operate the BSS Business, which was a substantial portion of our ESS segment. As a result of the BSS Transaction, the financial results of the BSS Business, except for certain real estate that transferred in the transaction, are presented as discontinued operations and, as such, excluded from continuing operations and segment results for the years ended December 31, 2019 and 2018, in these Consolidated Financial Statements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
These Consolidated Financial Statements and the accompanying notes are prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). 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.
All amounts presented in these Consolidated Financial Statements and their accompanying notes are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.
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; (ii) allowances for doubtful accounts; (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) asset impairment testing.
Fair Value Measurements
We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by
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HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We utilize the highest level of inputs available according to the following hierarchy in determining fair value:
•Level 1 - Defined as observable inputs being quoted prices in active markets for identical assets;
•Level 2 - Defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
•Level 3 - Defined as unobservable inputs for which little or no market data exists, consistent with characteristics of the asset or liability that would be considered by market participants in a transaction to purchase or sell the asset or liability.
Fair values of our marketable investment securities are measured on a recurring basis based on a variety of observable market inputs. For our investments in publicly traded equity securities and U.S. government securities, fair value ordinarily is determined based on Level 1 measurements that reflect quoted prices for identical securities in active markets. Fair values of our investments in other marketable debt securities are generally based on Level 2 measurements as the markets for such debt securities are less active. We consider trades of identical debt securities on or near the measurement date as a strong indication of fair value and matrix pricing techniques that consider par value, coupon rate, credit quality, maturity and other relevant features may also be used to determine fair value of our investments in marketable debt securities. Fair values for our outstanding debt are based on quoted market prices in less active markets and are categorized as Level 2 measurements. Additionally, we use fair value measurements from time to time in connection with other investments, asset impairment testing and the assignment of purchase consideration to assets and liabilities of acquired companies. Those fair value measurements typically include significant unobservable inputs and are categorized within Level 3 of the fair value hierarchy.
Transfers between levels in the fair value hierarchy are considered to occur at the beginning of the quarterly accounting period. There were no transfers between levels during the years ended December 31, 2020 and 2019.
As of December 31, 2020 and 2019, the carrying amounts of our cash and cash equivalents, trade accounts receivable and contract assets, net, trade accounts payable, and accrued expenses and other current liabilities were equal to or approximated their fair value due to their short-term nature or proximity to current market rates.
Revenue Recognition
Overview
Revenue is recognized upon transfer of control of the promised goods or our performance of the services to our customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We enter into contracts that may include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations.
We also recognize lease revenue which is derived from leases of property and equipment which, for operating leases, is reported in Services and other revenue in the Consolidated Statements of Operations and, for sales-type leases, is reported in Equipment revenue in the Consolidated Statements of Operations. Certain of our customer contracts contain embedded equipment leases, which we separate from non-lease components of the contract based on the relative standalone selling prices of the lease and non-lease components.
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HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Hughes Segment
Our Hughes segment service contracts typically obligate us to provide substantially the same services on a recurring basis in exchange for fixed recurring fees over the term of the contract. We satisfy such performance obligations over time and recognize revenue ratably as services are rendered over the service period. Certain of our contracts with service obligations provide for fees based on usage, capacity or volume. We satisfy these performance obligations and recognize the related revenue at the point in time, or over the period, when the services are rendered. Our Hughes segment also sells and leases communications equipment to its customers. Revenue from equipment sales generally is recognized based upon shipment terms. Our equipment sales contracts typically include standard product warranties, but generally do not provide for returns or refunds. Revenue for extended warranties is recognized ratably over the extended warranty period. For contracts with multiple performance obligations, we typically allocate the contract’s transaction price to each performance obligation based on their relative standalone selling prices. When the standalone selling price is not observable, our primary method used to estimate standalone selling price is the expected cost plus a margin. Our contracts generally require customer payments to be made at or shortly after the time we transfer control of goods or perform the services.
ESS Segment
Generally, our ESS segment service contracts with customers contain a single performance obligation and, therefore, there is no need to allocate the transaction price. We transfer control and recognize revenue for satellite services at the point in time or over the period when the services are rendered.
Lease Revenue
We lease satellite capacity, communications equipment and real estate to certain of our customers. We identify and determine the classification of such leases as operating leases or sales-type leases. A lease is classified as a sales-type lease if it meets the criteria for a finance lease; otherwise it is classified as an operating lease. Some of our leases are embedded in contracts with customers that include non-lease performance obligations. For such contracts, except where we have elected otherwise, we allocate consideration in the contract between lease and non-lease components based on their relative standalone selling prices. We elected an accounting policy to not separate the lease of equipment from related services in our HughesNet satellite internet service (the “HughesNet service”) contracts with customers and account for all revenue from such contracts as non-lease service revenue. Assets subject to operating leases remain in Property and equipment, net and continue to be depreciated. Assets subject to sales-type leases are derecognized from Property and equipment, net at lease commencement and a net investment in the lease asset is recognized in Trade accounts receivable and contract assets, net and Other non-current assets, net.
Operating lease revenue is generally recognized on a straight-line basis over the lease term. Sales-type lease revenue and a corresponding receivable generally are recognized at lease commencement based on the present value of the future lease payments and related interest income on the receivable is recognized over the lease term. Payments under sales-type leases are discounted using the interest rate implicit in the lease or our incremental borrowing rate if the interest rate implicit in the lease cannot be reasonably determined. We report revenue from
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Other
Sales and Value Added Taxes, Universal Service Fees and other taxes that we collect concurrent with revenue producing activities are excluded from revenue and included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.
Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost after control over a product has transferred to the customer and are included in Cost of sales - equipment in the Consolidated Statements of Operations at the time of shipment.
Cost of Sales - Services and Other
Cost of Sales - Equipment
Cost of sales - equipment in the Consolidated Statements of Operations primarily consists of inventory costs, including freight and royalties, and is generally recognized at the point in time control of the equipment is passed to the customer and related revenue is recognized.
Stock-based Compensation Expense
Stock-based compensation expense is recognized based on the fair value of stock awards ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense for awards with service conditions only is recognized on a straight-line basis over the requisite service period for the entire award. Compensation expense for awards subject to performance conditions is recognized only when satisfaction of the performance condition is probable.
Advertising Costs
Debt Issuance Costs
Costs of issuing debt generally are deferred and amortized utilizing the effective interest method, with amortization included in Interest expense, net of amounts capitalized in the Consolidated Statements of Operations. We report unamortized debt issuance costs as a reduction of the related long-term debt in the Consolidated Balance Sheets.
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HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Foreign Currency
The functional currency for certain of our foreign operations is determined to be the local currency. Accordingly, we translate assets and liabilities of these foreign entities from their local currencies to U.S. dollars using period-end exchange rates and translate income and expense accounts at monthly average rates. The resulting translation adjustments are reported as Foreign currency translation adjustments in the Consolidated Statements of Comprehensive Income (Loss). Except in certain uncommon circumstances, we have not recorded deferred income taxes related to our foreign currency translation adjustments.
Gains and losses resulting from the re-measurement of transactions denominated in foreign currencies are recognized in Foreign currency transaction gains (losses), net in the Consolidated Statements of Operations.
Income Taxes
We are included in the consolidated federal income tax return of EchoStar. We recognize a provision or benefit for income taxes currently payable or receivable and for income tax amounts deferred to future periods based upon a separate return allocation method which results in income tax expense that approximates the expense that would result if we were a stand-alone entity. Deferred tax assets and liabilities reflect the effects of tax losses, credits, and the future income tax effects of temporary differences between U.S. GAAP carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are offset by valuation allowances when we determine it is more likely than not that such deferred tax assets will not be realized in the foreseeable future. We determine deferred tax assets and liabilities separately for each taxing jurisdiction and report the net amount for each jurisdiction as a non-current asset or liability in the Consolidated Balance Sheets.
From time to time, we engage in transactions where the income tax consequences are uncertain. We recognize tax benefits when, in management’s judgment, a tax filing position is more likely than not to be sustained if challenged by the tax authorities. For tax positions that meet the more-likely-than-not threshold, we may not recognize a portion of a tax benefit depending on management’s assessment of how the tax position will ultimately be settled. Unrecognized tax benefits generally are netted against the deferred tax assets associated with our net operating loss and tax credit carryforwards. We adjust our estimates periodically based on ongoing examinations by, and settlements with, various taxing authorities, as well as changes in tax laws, regulations and precedent. Estimates of our uncertain tax positions are made based upon prior experience and are updated in light of changes in facts and circumstances. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities which could be materially different from these estimates. In such an event, we will record additional income tax provision or benefit in the period in which such resolution occurs. We classify interest and penalties, if any, associated with our unrecognized tax benefits as a component of income tax provision or benefit.
Lessee Accounting
We lease real estate, satellite capacity and equipment in the conduct of our business operations. For contracts entered into on or after January 1, 2019, at contract inception, we assess whether the contract is, or contains, a lease. Generally, we determine that a lease exists when (i) the contract involves the use of a distinct identified asset, (ii) we obtain the right to substantially all economic benefits from use of the asset and (iii) we have the right to direct the use of the asset. A lease is classified as a finance lease when one or more of the following criteria are met: (i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for a major part of the remaining useful life of the asset, (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset or (v) the asset is of a specialized nature and there is not expected to be an alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if it does not meet any of these criteria. Our operating leases consist primarily of leases for office space, data centers and satellite-related ground infrastructure. Our finance leases consist primarily of leases for satellite capacity.
At the lease commencement date, we recognize a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of 12 months or less. The right-of-use asset represents the right to use the leased
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HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
asset for the lease term including any renewal options we are reasonably certain to exercise. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the minimum lease payments, discounted using an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The incremental borrowing rates used for the initial measurement of lease liabilities are based on the original lease terms.
We report operating lease right-of-use assets in Operating lease right-of-use assets and operating lease liabilities in Accrued expenses and other current liabilities and Operating lease liabilities. We report finance lease right-of-use assets in Property and equipment, net and finance lease liabilities in Current portion of long-term debt, net and Long-term debt, net.
Minimum lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the non-cancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain of our real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. We elected an accounting policy to not account for such payments separately from the related lease payments. Our policy election results in a higher initial measurement of lease liabilities when such non-lease payments are fixed amounts. Certain of our real estate lease agreements require variable lease payments that do not depend on an underlying index or rate, such as sales and value-added taxes and our proportionate share of actual property taxes, insurance and utilities, which are recognized in operating expenses as incurred.
Business Combinations
We account for all business combinations that result in our control over another entity by using the acquisition method of accounting, which requires us to allocate the purchase price of the acquired business to the identifiable tangible and intangible assets acquired and liabilities assumed, including contingent consideration, and non-controlling interests, based upon their estimated fair values at the date of acquisition. The difference between the purchase price and the excess of the aggregate estimated fair values of assets acquired and liabilities assumed is recorded as goodwill. In determining the estimated fair values of assets acquired and liabilities assumed in a business combination, we use various recognized valuation methods including present value modeling, referenced market values, where available and cost-based approaches. Valuations are performed by management or independent valuation specialists under management’s supervision, where appropriate.
Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date, including our estimates for intangible assets, contractual obligations assumed and contingent consideration, where applicable. While we believe the assumptions and estimates we have made are reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired business and are inherently uncertain and subject to refinement.
We believe that the estimated fair values assigned to the assets we have acquired and liabilities we have assumed are based on reasonable and appropriate assumptions. While we believe our estimates and assumptions are reasonable and appropriate, they are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets we have acquired and liabilities we have assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the estimated fair values of assets acquired or
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HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Cash and Cash Equivalents
Marketable Investment Securities
Debt Securities
Our corporate bond portfolio includes debt instruments issued by individual corporations, primarily in the industrial and financial services industries. Our commercial paper portfolio includes instruments issued by individual corporations, primarily in the industrial, financial services and utilities industries. Our other debt securities portfolio includes investments in various debt instruments, including U.S. government bonds and mutual funds. We consider all liquid investments purchased with an original maturity of 90 days or less to be cash equivalents.
We account for our debt securities as available-for-sale or using the fair value option based on our investment strategy for the securities. For available-for-sale debt securities, we recognize periodic changes in the difference between fair value and amortized cost in Unrealized gains (losses) on available-for-sale securities in the Consolidated Statements of Comprehensive Income (Loss). Gains and losses realized upon sales of available-for-sale debt securities are reclassified from other comprehensive income (loss) and recognized on the trade date in Gains (losses) on investments, net in the Consolidated Statements of Operations. We use the first-in, first-out (“FIFO”) method to determine the cost basis on sales of available-for-sale debt securities. Interest income from available-for-sale debt securities is reported in Interest income, net in the Consolidated Statements of Operations.
We periodically evaluate our available-for-sale debt securities portfolio to determine whether any declines in the fair value of these securities are other-than-temporary. Our evaluation considers, among other things, (i) the length of time and extent to which the fair value of such security has been lower than amortized cost, (ii) market and company-specific factors related to the security and (iii) our intent and ability to hold the investment to maturity or when it recovers its value. We generally consider a decline to be other-than-temporary when (i) we intend to sell the security, (ii) it is more likely than not that we will be required to sell the security before maturity or when it recovers its value or (iii) we do not expect to recover the amortized cost of the security at maturity. Declines in the fair value of available-for-sale debt securities that are determined to be other-than-temporary are reclassified from other comprehensive income (loss) and recognized in Net income (loss) in the Consolidated Statements of Operations, thus establishing a new cost basis for the investment.
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HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Equity Securities
We account for our equity securities with readily determinable fair values at fair value and recognize periodic changes in the fair value in Gains (losses) on investments, net in the Consolidated Statements of Operations. We recognize dividend income on equity securities on the ex-dividend date and report such income in Other, net in the Consolidated Statements of Operations.
Trade Accounts Receivable
Trade accounts receivable includes amounts billed and currently due from customers and represents our unconditional rights to consideration arising from our performance under our customer contracts. Trade accounts receivable also includes amounts due from customers under our leasing arrangements. We make ongoing estimates relating to the collectability of our trade accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make the required payments. In determining the amount of the allowance, we consider historical levels of credit losses and make judgments about the creditworthiness of our customers based on ongoing credit evaluations. Past due trade accounts receivable balances are written off when our internal collection efforts have been unsuccessful. Bad debt expense related to our trade accounts receivable and other contract assets is included in Selling, general and administrative expenses in the Consolidated Statements of Operations.
Contract Acquisition Costs
Our contract acquisition costs represent incremental direct costs of obtaining a contract and consist primarily of sales incentives paid to employees and third-party representatives. When we determine that our contract acquisition costs are recoverable, we defer and amortize the costs over the contract term, or over the estimated life of the customer relationship if anticipated renewals are expected and the incentives payable upon renewal are not commensurate with the initial incentive. We amortize contract acquisition costs in proportion to the revenue to which the costs relate. We expense sales incentives as incurred if the expected amortization period is one year or less. Unamortized contract acquisition costs are included in Other non-current assets, net in the Consolidated Balance Sheets and related amortization expense is included in Selling, general and administrative expenses in the Consolidated Statements of Operations.
Inventory
Inventory is stated at the lower of cost or net realizable value. Cost of inventory is determined using the FIFO method and consists primarily of materials, direct labor and indirect overhead incurred in the procurement and manufacturing of our products. We use standard costing methodologies in determining the cost of certain of our finished goods and work-in-process inventories. We determine net realizable value using our best estimates of future use or recovery, considering the aging and composition of inventory balances, the effects of technological and/or design changes, forecasted future product demand based on firm or near-firm customer orders and alternative means of disposition of excess or obsolete items. We recognize losses within Cost of sales - equipment
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HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Property and Equipment
Satellites
Satellites are stated at cost, less accumulated depreciation. Depreciation is recorded on a straight-line basis over their estimated useful lives. The cost of our satellites includes construction costs, including the present value of in-orbit incentives payable to the satellite manufacturer, launch costs, capitalized interest and related insurance premiums. We depreciate our owned satellites on a straight-line basis over the estimated useful life of each satellite.
We have satellites acquired under finance leases. The recorded costs of those satellites are the present values of all lease payments. We amortize our finance lease right-of-use satellites over their respective lease terms.
Our satellites may experience anomalies from time to time, some of which may have a significant adverse effect on their remaining useful lives, the commercial operation of the satellites or our operating results or financial position.
We evaluate our satellites for impairment and test for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Certain anomalies may be considered a significant adverse change in the physical condition of a particular satellite. However, based on redundancies designed within each satellite, certain of these anomalies may not be considered to be significant events requiring a test of recoverability.
Other Property and Equipment
Goodwill
Goodwill represents the excess of the cost of acquired businesses over the estimated fair values assigned to the identifiable assets acquired and liabilities assumed. We test goodwill for impairment annually in our second fiscal quarter, or more frequently if indicators of impairment may exist. All of our goodwill is assigned to our Hughes segment, as it was generated through EchoStar’s acquisition of Hughes Communications, Inc. (“Hughes Communications”) and its subsidiaries in 2011 (the “Hughes Acquisition”), and the agreement with Al Yah Satellite Communications Company PrJSC (“Yahsat”) pursuant to which, in November 2019, Yahsat contributed its satellite communications services business in Brazil to one of our Brazilian subsidiaries in exchange for a 20 % equity ownership interest in that subsidiary (the “Yahsat Brazil JV Transaction”).
We consider qualitative factors to assess if it is more likely than not that the fair value for goodwill is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment. In conducting a qualitative assessment, we analyze a variety of events or factors that may influence the fair value of the reporting unit. There has been no impairment to date.
F-18
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Regulatory Authorizations
Finite Lived
We have regulatory authorizations that are not related to the Federal Communications Commission (“FCC”) and have determined that they have finite lives due to uncertainties about the ability to extend or renew their terms.
Finite lived regulatory authorizations are amortized over their estimated useful lives on a straight-line basis. Renewal costs are usually capitalized when they are incurred.
Indefinite Lived
We also have indefinite lived regulatory authorizations that primarily consist of FCC authorizations and certain other contractual or regulatory rights to use spectrum at specified orbital locations. We have determined that our FCC authorizations generally have indefinite useful lives based on the following:
•FCC authorizations are non-depleting assets;
•Renewal satellite applications generally are authorized by the FCC subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment;
•Expenditures required to maintain the authorization are not significant; and
•We intend to use these authorizations indefinitely.
Other Intangible Assets
Impairment of Long-lived Assets
Other Investments
Equity Method Investments
We use the equity method to account for investments when we have the ability to exercise significant influence on the operating decisions of the affiliate. Such investments are initially recorded at cost and subsequently adjusted for our proportionate share of the net earnings or loss of the investee, which is reported in Equity in earnings (losses) of unconsolidated affiliates, net in the Consolidated Statements of Operations. During the fourth quarter of 2019, we changed our accounting policy to record our share of the net earnings or losses of these affiliates on a three-month lag. This change was immaterial to these Consolidated Financial Statements. Additionally, the carrying amount of such investments includes a component of goodwill when the cost of our investment exceeds the fair value of the underlying identifiable assets and liabilities of the affiliate. Lastly, dividends received from these affiliates reduces the carrying amount of our investment.
F-19
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Other Equity Investments
We generally measure investments in non-publicly traded equity instruments without a readily determinable fair value at cost adjusted for observable price changes in orderly transactions for the identical or similar securities of the same issuer and changes resulting from impairments, if any. Other equity instruments are measured to determine their value based on observable market information.
Impairment Considerations
We periodically evaluate all of our other investments to determine whether (i) events or changes in circumstances have occurred that may have a significant adverse effect on the fair value of the investment and (ii) if there has been observable price changes in orderly transactions for identical or similar securities of the same issuer. We consider information if provided to us by our investees such as current financial statements, business plans, investment documentation, capitalization tables, liquidation waterfalls, and board materials; and we may make additional inquiries of investee management.
Indicators of impairment may include, but are not limited to, unprofitable operations, material loss contingencies, changes in business strategy, changes in the investees’ enterprise value and changes in the investees’ investment pricing. When we determine that one of our other investments is impaired we reduce its carrying value to its estimated fair value and recognize the impairment loss in Gains (losses) on investments, net in the Consolidated Statements of Operations. Additionally, when there has been an observable price change to a cost method investment, we adjust the carrying amount of the investment to its then estimated fair value and recognize the investment gain or loss in Gains (losses) on investments, net in the Consolidated Statements of Operations.
Recently Adopted Accounting Pronouncements
Credit Losses
On January 1, 2020, we adopted Accounting Standards Update (“ASU”) No. 2016-13 - Financial Instruments - Credit Losses (Topic 326), as amended, and codified in Accounting Standards Codification Topic 326 (“ASC 326”). ASC 326 introduces a new approach to the periodic estimation of credit losses for certain financial assets based on expected losses instead of incurred losses. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets that have experienced credit deterioration since their original purchase. We have elected to apply the requirements of the new standard prospectively and we recognized a cumulative effect of adoption of $2.2 million to Accumulated earnings (losses) as of January 1, 2020. Based on this election, we did not restate our comparative Consolidated Financial Statements and they continue to be reported under the accounting standards in effect for the periods before January 1, 2020.
F-20
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following describes the accounting impacts, by major balance sheet line item, of our adoption of this new standard based on the relevant types of losses that we and our equity method investees may be subject to:
•Trade Accounts Receivable and Contract Assets, Net — Our trade accounts receivables and contract assets consist of amounts due from both our consumer and enterprise customers. Our receivables and related credit losses for our consumer customers are limited due to policies that require advance payment for services, predominant use of credit card and ACH payment processes, and our ability to promptly terminate service when timely payments are not received. However, for our enterprise customers, we estimate expected credit losses on a collective basis based on our historical loss experience, as adjusted to reflect changes in relevant factors, such as macroeconomic conditions and customer mix, that can significantly impact collectability.
We apply our collective estimation processes separately to several pools of receivables that share common risk characteristics, generally based on the customers’ geographical location. Customers with significant past-due balances or other atypical characteristics are excluded from our collective analysis and evaluated on a case-by-case basis. Our estimates of expected credit losses for such receivables reflect significant judgments that consider customer-specific matters such as the customer’s financial condition, payment history, and recent developments in the customer’s business and industry. Due to the short-term nature of our trade receivables and contract assets, forecasts about the future have limited relevance to our expected credit loss estimates.
We record our customer related estimated credit losses as a component of our bad debt expense as reported in Selling, general and administrative expenses.
•Other Current Assets, Net, and Other Non-current Assets, Net — We estimate expected credit losses for receivables with payment terms longer than one year separately by borrower, due to the unique risk characteristics of such receivables. We generally use discounted cash flow techniques to estimate such credit losses. In applying such techniques, we may estimate principal and interest cash flows under probability-weighted scenarios that consider entity-specific matters and forecasted economic conditions. The majority of our other non-current receivables are from entities in the telecommunications industry. The collection of contractual principal and interest on these receivables is highly dependent on the future business operations of those entities. Our estimation of expected credit losses for such receivables requires significant judgment about matters specific to the borrower and their industry. Accordingly, our actual collection experience may differ from the assumptions reflected in our expected credit loss estimates.
We record our estimated credit losses as a component of our bad debt expense as reported in Selling, general and administrative expenses.
•Other Investments, Net — We estimate expected credit losses on our other debt investments with payment terms longer than one year separately by debtor, due to the unique risk characteristics of such debt investments. We generally use discounted cash flow techniques to estimate such credit losses. In applying such techniques, we may estimate principal and interest cash flows under probability-weighted scenarios that consider entity-specific matters and forecasted economic conditions. The majority of our other debt investments are with entities in the telecommunications industry. The collection of contractual principal and interest on these debt investments are highly dependent on the future business operations of those entities. Our estimation of expected credit losses for such debt investments require significant judgment about matters specific to the debtor and their industry. Accordingly, our actual collection experience may differ from the assumptions reflected in our expected credit loss estimates.
We record our other debt investments related estimated credit losses as a reduction of Interest income, net.
Financial Impact of Adoption. The following table presents our adoption of this new standard resulting in adjustments to our Consolidated Balance Sheet effective January 1, 2020:
F-21
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| Balance December 31, 2019 | Adoption of ASC 326 Increase (Decrease) | Balance January 1, 2020 | ||||||||||||||||||
| Trade accounts receivable and contract assets, net | $ | $ | ( | $ | ||||||||||||||||
| Other current assets, net | $ | $ | $ | |||||||||||||||||
| Other non-current assets, net | $ | $ | $ | |||||||||||||||||
| Total assets | $ | $ | ( | $ | ||||||||||||||||
| Deferred tax liabilities, net | $ | $ | ( | $ | ||||||||||||||||
| Accumulated earnings (losses) | $ | $ | ( | $ | ||||||||||||||||
| Non-controlling interests | $ | $ | ( | $ | ||||||||||||||||
| Total shareholder's equity | $ | $ | ( | $ | ||||||||||||||||
| Total liabilities and shareholder's equity | $ | $ | ( | $ | ||||||||||||||||
The application of ASC 326 requirements did not materially affect our Consolidated Statements of Operations for the year ended December 31, 2020.
Leases
We adopted ASU No. 2016-02 - Leases (Topic 842) Leases (Topic 842), as amended, codified as Accounting Standard Codification (“ASC 842”), as of January 1, 2019. The primary impact of ASC 842 on these Consolidated Financial Statements is the recognition of right-of-use assets and related liabilities in the Consolidated Balance Sheet for leases where we are the lessee. We elected to apply the requirements of the new standard prospectively on January 1, 2019 and did not restate these Consolidated Financial Statements for prior periods. Our adoption of ASC 842 did not have a material impact on our results of operations or cash flows for the year ended December 31, 2019.
Except for the new requirement to recognize assets and liabilities on the balance sheet for operating leases where we are the lessee, under our ASC 842 transition method, we continue to apply prior accounting standards to leases that commenced prior to 2019. We fully apply ASC 842 requirements only to leases that commenced or were modified on or after January 1, 2019. We elected certain practical expedients under our transition method, including elections to not reassess (i) whether a contract is or contains a lease and (ii) the classification of existing leases. We also elected not to apply hindsight in determining whether optional renewal periods should be included in the lease term, which in some instances may impact the initial measurement of the lease liability and the calculation of straight-line expense over the lease term for operating leases. As a result of our transition elections, there was no change in our recognition of revenue and expense for leases that commenced prior to 2019. In addition, the application of ASC 842 requirements to new and modified leases did not materially affect our recognition of revenue or expenses for the year ended December 31, 2019.
F-22
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Financial Impact of Adoption. The following table presents our adoption of this standard resulting in adjustments to our Consolidated Balance Sheet effective January 1, 2019:
| Balance December 31, 2018 | Adoption of ASC 842 Increase (Decrease) | Balance January 1, 2019 | ||||||||||||||||||
| Other current assets, net | $ | $ | ( | $ | ||||||||||||||||
| Operating lease right-of-use assets | $ | $ | $ | |||||||||||||||||
| Other non-current assets, net | $ | $ | ( | $ | ||||||||||||||||
| Total assets | $ | $ | $ | |||||||||||||||||
| Accrued expenses and other current liabilities | $ | $ | $ | |||||||||||||||||
| Operating lease liabilities | $ | $ | $ | |||||||||||||||||
| Other non-current liabilities | $ | $ | ( | $ | ||||||||||||||||
| Total liabilities | $ | $ | $ | |||||||||||||||||
| Total liabilities and shareholder's equity | $ | $ | $ | |||||||||||||||||
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The updated guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. We have assessed the impact of adopting this new guidance and it will not have a material impact on our consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), 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, 2022. 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 impact of adopting this new guidance and do not expect it to have a material impact on our consolidated financial statements.
F-23
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 3. REVENUE RECOGNITION
Contract Balances
The following table presents the components of our contract balances:
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Trade accounts receivable and contract assets, net: | ||||||||||||||
| Sales and services | $ | $ | ||||||||||||
| Leasing | ||||||||||||||
| Total trade accounts receivable | ||||||||||||||
| Contract assets | ||||||||||||||
| Allowance for doubtful accounts | ( | ( | ||||||||||||
| Total trade accounts receivable and contract assets, net | $ | $ | ||||||||||||
| Contract liabilities: | ||||||||||||||
| Current | $ | $ | ||||||||||||
| Non-current | ||||||||||||||
| Total contract liabilities | $ | $ | ||||||||||||
The following table presents the revenue recognized in the Consolidated Statement of Operations that was previously included within contract liabilities:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Revenue | $ | $ | $ | |||||||||||||||||
The following table presents the activity in our allowance for doubtful accounts:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | |||||||||||||||||
Credit losses (1) | ||||||||||||||||||||
| Deductions | ( | ( | ( | |||||||||||||||||
| Foreign currency translation | ( | ( | ( | |||||||||||||||||
| Balance at end of period | $ | $ | $ | |||||||||||||||||
F-24
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Contract Acquisition Costs
The following table presents the activity in our contract acquisition costs, net:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | |||||||||||||||||
| Additions | ||||||||||||||||||||
| Amortization expense | ( | ( | ( | |||||||||||||||||
| Foreign currency translation | ( | ( | ( | |||||||||||||||||
| Balance at end of period | $ | $ | $ | |||||||||||||||||
Transaction Price Allocated to Remaining Performance Obligations
As of December 31, 2020, the remaining performance obligations for our customer contracts with original expected durations of more than one year was $942.3 million. We expect to recognize 38.2 % of our remaining performance obligations of these contracts as revenue in the next twelve months. This amount excludes agreements with consumer customers in our Hughes segment, our leasing arrangements and agreements with certain customers under which collectibility of all amounts due through the term of contracts is uncertain.
Disaggregation of Revenue
Geographic Information
The following table presents our revenue from customer contracts disaggregated by primary geographic market and by segment:
| Hughes | ESS | Corporate and Other | Consolidated Total | |||||||||||||||||||||||
| For the year ended December 31, 2020 | ||||||||||||||||||||||||||
| North America | $ | $ | $ | ( | $ | |||||||||||||||||||||
| South and Central America | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| For the year ended December 31, 2019 | ||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||||||||||||
| South and Central America | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||||||||||||
| South and Central America | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
F-25
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Nature of Products and Services
The following table presents our revenue disaggregated by the nature of products and services and by segment:
| Hughes | ESS | Corporate and Other | Consolidated Total | |||||||||||||||||||||||
| For the year ended December 31, 2020 | ||||||||||||||||||||||||||
| Services and other revenue: | ||||||||||||||||||||||||||
| Services | $ | $ | $ | $ | ||||||||||||||||||||||
| Lease revenue | ||||||||||||||||||||||||||
| Total services and other revenue | ||||||||||||||||||||||||||
| Equipment revenue: | ||||||||||||||||||||||||||
| Equipment | ||||||||||||||||||||||||||
| Design, development and construction services | ||||||||||||||||||||||||||
| Lease revenue | ||||||||||||||||||||||||||
| Total equipment revenue | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| For the year ended December 31, 2019 | ||||||||||||||||||||||||||
| Services and other revenue: | ||||||||||||||||||||||||||
| Services | $ | $ | $ | $ | ||||||||||||||||||||||
| Lease revenue | ||||||||||||||||||||||||||
| Total services and other revenue | ||||||||||||||||||||||||||
| Equipment revenue: | ||||||||||||||||||||||||||
| Equipment | ||||||||||||||||||||||||||
| Design, development and construction services | ||||||||||||||||||||||||||
| Lease revenue | ||||||||||||||||||||||||||
| Total equipment revenue | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||||||||
| Services and other revenue: | ||||||||||||||||||||||||||
| Services | $ | $ | $ | $ | ||||||||||||||||||||||
| Lease revenue | ||||||||||||||||||||||||||
| Total services and other revenue | ||||||||||||||||||||||||||
| Equipment revenue: | ||||||||||||||||||||||||||
| Equipment | ||||||||||||||||||||||||||
| Design, development and construction services | ||||||||||||||||||||||||||
| Total equipment revenue | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
Lease Revenue
F-26
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents our lease revenue by type of lease:
| For the years ended December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Sales-type lease revenue: | ||||||||||||||
| Revenue at lease commencement | $ | $ | ||||||||||||
| Interest income | ||||||||||||||
| Total sales-type lease revenue | ||||||||||||||
| Operating lease revenue | ||||||||||||||
| Total lease revenue | $ | $ | ||||||||||||
Substantially all of our net investment in sales-type leases consisted of lease receivables totaling $13.0 million and $6.5 million as of December 31, 2020 and 2019, respectively.
The following table presents future operating lease payments to be received as of December 31, 2020:
| Amounts | ||||||||
| December 31, | ||||||||
| 2021 | $ | |||||||
| 2022 | ||||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 and beyond | ||||||||
| Total lease payments | $ | |||||||
The following table presents amounts for assets subject to operating leases, which are included in Property and equipment, net:
| As of December 31, | ||||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||||
| Cost | Accumulated Depreciation | Net | Cost | Accumulated Depreciation | Net | |||||||||||||||||||||||||||||||||
| Customer premises equipment | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Satellites | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
F-27
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents depreciation expense for assets subject to operating leases, which is included in Depreciation and amortization:
| For the years ended December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Customer premises equipment | $ | $ | ||||||||||||
| Satellites | ||||||||||||||
| Total | $ | $ | ||||||||||||
NOTE 4. LESSEE ACCOUNTING
We elected to apply the requirements of ASC Topic 842, Leases, prospectively on January 1, 2019. As a result, the following disclosures required by the new guidance are not presented for periods prior to that date.
The following table presents the amounts for right-of-use assets and lease liabilities:
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Right-of-use assets: | ||||||||||||||
| Operating | $ | $ | ||||||||||||
| Finance | ||||||||||||||
| Total right-of-use assets | $ | $ | ||||||||||||
| Lease liabilities: | ||||||||||||||
| Current: | ||||||||||||||
| Operating | $ | $ | ||||||||||||
| Finance | ||||||||||||||
| Total current | ||||||||||||||
| Non-current: | ||||||||||||||
| Operating | ||||||||||||||
| Finance | ||||||||||||||
| Total non-current | ||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||
As of December 31, 2020, we have prepaid our obligations regarding most of our finance right-of-use assets. Finance lease assets are reported net of accumulated amortization of $74.0 million and $57.3 million as of December 31, 2020 and 2019, respectively.
F-28
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents the components of lease cost and weighted average lease terms and discount rates for operating and finance leases:
| For the years ended December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Lease cost: | ||||||||||||||
| Operating lease cost | $ | $ | ||||||||||||
| Finance lease cost: | ||||||||||||||
| Amortization of right-of-use assets | ||||||||||||||
| Interest on lease liabilities | ||||||||||||||
| Total finance lease cost | ||||||||||||||
| Short-term lease cost | ||||||||||||||
| Variable lease cost | ||||||||||||||
| Total lease cost | $ | $ | ||||||||||||
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Lease term and discount rate: | ||||||||||||||
| Weighted average remaining lease term: | ||||||||||||||
| Finance leases | ||||||||||||||
| Operating leases | ||||||||||||||
| Weighted average discount rate: | ||||||||||||||
| Finance leases | % | % | ||||||||||||
| Operating leases | % | % | ||||||||||||
The following table presents the detailed cash flows from operating and finance leases:
| For the years ended December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
| Operating cash flows from finance leases | ||||||||||||||
| Financing cash flows from finance leases | ||||||||||||||
We obtained right-of-use assets in exchange for lease liabilities of $22.6 million and $8.5 million upon commencement of operating leases during the year ended December 31, 2020 and 2019, respectively.
F-29
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents future minimum lease payments of our lease liabilities as of December 31, 2020:
| Operating Leases | Finance Leases | Total | ||||||||||||||||||
| Year ending December 31, | ||||||||||||||||||||
| 2021 | $ | $ | $ | |||||||||||||||||
| 2022 | ||||||||||||||||||||
| 2023 | ||||||||||||||||||||
| 2024 | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| 2026 and beyond | ||||||||||||||||||||
| Total future minimum lease payments | ||||||||||||||||||||
| Less: Interest | ( | ( | ( | |||||||||||||||||
| Total lease liabilities | $ | $ | $ | |||||||||||||||||
NOTE 5. DISCONTINUED OPERATIONS
BSS Business
The following table presents the financial results of our discontinued operations of the BSS Business:
| For the years ended December 31, | ||||||||||||||
| 2019 | 2018 | |||||||||||||
| Revenue: | ||||||||||||||
| Services and other revenue - DISH Network | $ | $ | ||||||||||||
| Services and other revenue - other | ||||||||||||||
| Total revenue | ||||||||||||||
| Costs and expenses: | ||||||||||||||
| Cost of sales - services and other (exclusive of depreciation and amortization) | ||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Total costs and expenses | ||||||||||||||
| Operating income (loss) | ||||||||||||||
| Other income (expense): | ||||||||||||||
| Interest expense | ( | ( | ||||||||||||
| Total other income (expense), net | ( | ( | ||||||||||||
| Income (loss) from discontinued operations before income taxes | ||||||||||||||
| Income tax benefit (provision), net | ( | ( | ||||||||||||
| Net income (loss) from discontinued operations | $ | $ | ||||||||||||
No assets or liabilities attributable to our discontinued operations were held by us as of December 31, 2020 or December 31, 2019.
F-30
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents the significant supplemental cash flow information and adjustments to reconcile net income to net cash flow from operating activities for discontinued operations of the BSS business:
| For the years ended December 31, | ||||||||||||||
| 2019 | 2018 | |||||||||||||
| Operating activities: | ||||||||||||||
| Net income (loss) from discontinued operations | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | ||||||||||||
| Investing activities: | ||||||||||||||
| Expenditures for property and equipment | $ | $ | ||||||||||||
| Financing activities: | ||||||||||||||
| Payment of finance lease obligations | $ | $ | ||||||||||||
| Payment of in-orbit incentive obligations | $ | $ | ||||||||||||
Terminated or Transferred Related Party Agreements
Effective September 10, 2019, the following agreements were terminated or transferred to DISH Network as part of the BSS Transaction. Unless noted differently below, we have no further obligations and have neither earned additional revenue nor incurred additional expense, as applicable, under or in connection with these agreements after the consummation of the BSS Transaction.
DBS Transponder Lease. EchoStar leased satellite capacity from us on eight DBS transponders on the QuetzSat-1 satellite through November 2021, after which EchoStar had certain options to renew the agreement on a year-to year basis through the end of life of the QuetzSat-1 satellite.
EchoStar XXIII Launch Facilitation and Operational Control Agreement. As part of applying for the launch license for the EchoStar XXIII satellite through the UK Space Agency, we and a subsidiary of EchoStar, EchoStar Operating L.L.C. (“EOC”), entered into an agreement in March 2016 to transfer to us EOC’s launch service contracts for the EchoStar XXIII satellite and to grant us certain rights to control its in-orbit operations. EOC retained ownership of the satellite and agreed to make additional payments to us for amounts that we were required to pay under the launch service contract. In 2016, we recorded additions to Other non-current assets, net and corresponding increases in Additional paid-in capital in our Consolidated Balance Sheet to reflect EOC’s cumulative payments under the launch service contract prior to the transfer date and to reflect EOC’s funding of additional cash payments to the launch service provider. The EchoStar XXIII satellite was successfully launched in March 2017. We recorded decreases in Other non-current assets, net and Additional paid-in capital of $62.0 million, representing the carrying amount of the launch service contract at the time of launch to reflect the consumption of the contract’s economic benefits by EOC.
Satellite Capacity Leased to DISH Network. We entered into certain agreements to lease satellite capacity pursuant to which we provided satellite services to DISH Network on certain satellites, as listed below, owned or leased by us. The fees for the services provided under these agreements depended, among other things, upon the orbital location of the applicable satellite, the number of transponders that provided services on the applicable satellite and the length of the service arrangements. The terms of each of the agreements are set forth below:
•EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV — In March 2014, we began leasing certain satellite capacity to DISH Network on the EchoStar VII satellite, the EchoStar X satellite, the EchoStar XI satellite and the EchoStar XIV satellite.
•EchoStar XII — DISH Network leased satellite capacity from us on the EchoStar XII satellite.
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•EchoStar XVI — In December 2009, we entered into an agreement to lease satellite capacity to DISH Network, pursuant to which DISH Network leased satellite capacity from us on the EchoStar XVI satellite beginning in January 2013.
•Nimiq 5 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. Following the consummation of the BSS Transaction, we retained certain obligations related to DISH Network’s performance under the Telesat Transponder Agreement.
•QuetzSat-1 Agreement — In November 2008, we entered into an agreement to lease satellite capacity from SES Latin America, which provided, among other things, for the provision by SES Latin America to us of leased satellite capacity on 32 DBS transponders on the QuetzSat-1 satellite. Concurrently, in 2008, we entered into an agreement pursuant to which DISH Network leased from us satellite capacity on 24 of the DBS transponders on the QuetzSat-1 satellite. The QuetzSat-1 satellite was launched in September 2011 and was placed into service in November 2011 at the 67.1 degree west longitude orbital location. In January 2013, the QuetzSat-1 satellite was moved to the 77 degree west longitude orbital location. In February 2013, we and DISH Network entered into an agreement pursuant to which we leased back from DISH Network certain satellite capacity on five DBS transponders on the QuetzSat-1 satellite.
TT&C Agreement. Effective January 2012, we entered into a TT&C agreement pursuant to which we provided TT&C services to DISH Network, which we subsequently amended (the “2012 TT&C Agreement”). The fees for services provided under the 2012 TT&C Agreement were calculated at either: (i) a fixed fee or (ii) cost plus a fixed margin, which varied depending on the nature of the services provided.
Real Estate Lease. Prior to the Share Exchange, a subsidiary of EchoStar leased to DISH Network certain space at 530 EchoStar Drive, Cheyenne, Wyoming. In connection with the Share Exchange, EchoStar transferred ownership of a portion of this property to DISH Network and contributed a portion to us and we and DISH Network amended this agreement to, among other things, provide for a continued lease to DISH Network of the portion of the property we retained (the “Cheyenne Data Center”). The rent on a per square foot basis for the lease was comparable to per square foot rental rates of similar commercial property in the same geographic area at the time of the lease, and DISH Network was responsible for its portion of the taxes, insurance, utilities and maintenance of the premises. In connection with the BSS Transaction, we transferred the Cheyenne Data Center to DISH Network. This lease does not qualify for discontinued operations treatment, and therefore the revenue from it has not been treated as discontinued operations.
NOTE 6. BUSINESS COMBINATIONS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
All assets and liabilities acquired from Yahsat in the Yahsat Brazil JV Transaction have been recorded at fair value. The following table presents our allocation of the purchase price:
| Amounts | ||||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | |||||||
| Other current assets, net | ||||||||
| Property and equipment | ||||||||
| Regulatory authorization | ||||||||
| Goodwill | ||||||||
| Other non-current assets, net | ||||||||
| Total assets | $ | |||||||
| Liabilities: | ||||||||
| Trade accounts payable | $ | |||||||
| Accrued expenses and other current liabilities | ||||||||
| Total liabilities | $ | |||||||
Total purchase price (1) | $ | |||||||
The following valuation of the acquired assets was derived using primarily unobservable Level 3 inputs, which require significant management judgment and estimation:
| Amounts | ||||||||
| Satellite payload | $ | |||||||
| Regulatory authorization | ||||||||
| Total | $ | |||||||
The satellite payload asset and regulatory authorization were valued using an income approach and will be being amortized over and 11 years, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 7. OTHER COMPREHENSIVE INCOME (LOSS)
The following table presents the changes in the balances of Accumulated other comprehensive income (loss) by component:
| Cumulative Foreign Currency Translation Adjustments | Unrealized Gain (Loss) On Available-For-Sale Securities | Other | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||
| Balance, December 31, 2018 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | |||||||||||||||||||||||
| Amounts reclassified to net income (loss) | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | |||||||||||||||||||||||
| Balance, December 31, 2019 | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | ||||||||||||||||||||||
| Amounts reclassified to net income (loss) | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ( | ||||||||||||||||||||||
| Balance, December 31, 2020 | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||
NOTE 8. MARKETABLE INVESTMENT SECURITIES
The following table presents our Marketable investment securities:
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Marketable investment securities: | ||||||||||||||
| Debt securities: | ||||||||||||||
| Available-for-sale: | ||||||||||||||
| Corporate bonds | $ | $ | ||||||||||||
| Commercial paper | ||||||||||||||
| Other debt securities | ||||||||||||||
| Total available-for-sale debt securities | ||||||||||||||
| Equity securities | ||||||||||||||
| Total marketable investment securities | $ | $ | ||||||||||||
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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 December 31, 2020 | ||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Commercial paper | ||||||||||||||||||||||||||
| Other debt securities | ( | |||||||||||||||||||||||||
| Total available-for-sale debt securities | $ | $ | $ | ( | $ | |||||||||||||||||||||
| As of December 31, 2019 | ||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Commercial paper | ||||||||||||||||||||||||||
| Other debt securities | ||||||||||||||||||||||||||
| Total available-for-sale debt securities | $ | $ | $ | ( | $ | |||||||||||||||||||||
The following table presents the activity on our available-for-sale debt securities:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Proceeds from sales | $ | $ | $ | |||||||||||||||||
| Gains (losses) on sales, net | $ | $ | $ | |||||||||||||||||
As of December 31, 2020, we have $1.2 billion of available-for-sale debt securities with contractual maturities of one year or less and zero with contractual maturities greater than one year.
Equity Securities
The following table presents the activity of our equity securities:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Proceeds from sales | $ | $ | $ | |||||||||||||||||
| Gains (losses) on sales, net | $ | ( | $ | ( | $ | ( | ||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Fair Value Measurements
The following table presents our marketable investment securities categorized by the fair value hierarchy, certain of which have historically experienced volatility: As of December 31, 2020 and 2019, we did not have any investments that were categorized within Level 3 of the fair value hierarchy.
| As of December 31, | ||||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | |||||||||||||||||||||||||||||||||
| Cash equivalents (including restricted) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Debt securities: | ||||||||||||||||||||||||||||||||||||||
| Available-for-sale: | ||||||||||||||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Commercial paper | ||||||||||||||||||||||||||||||||||||||
| Other debt securities | ||||||||||||||||||||||||||||||||||||||
| Total available-for-sale debt securities | ||||||||||||||||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||||||||||||||
| Total marketable investment securities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
NOTE 9. PROPERTY AND EQUIPMENT
The following table presents the components of Property and equipment,net:
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Property and equipment, net: | ||||||||||||||
| Satellites, net | $ | $ | ||||||||||||
| Other property and equipment, net | ||||||||||||||
| Total property and equipment, net | $ | $ | ||||||||||||
Satellites
As of December 31, 2020, our operating satellite fleet consisted of eight satellites, five of which are owned and three of which are leased. They are all in geosynchronous orbit, approximately 22,300 miles above the equator.
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| Satellite | Segment | Launch Date | Nominal Degree Orbital Location (Longitude) | Depreciable Life (In Years) | ||||||||||||||||||||||
| Owned: | ||||||||||||||||||||||||||
SPACEWAY 3 (1) | Hughes | August 2007 | 95 W | |||||||||||||||||||||||
| EchoStar XVII | Hughes | July 2012 | 107 W | |||||||||||||||||||||||
| EchoStar XIX | Hughes | December 2016 | 97.1 W | |||||||||||||||||||||||
Al Yah 3 (2) | Hughes | January 2018 | 20 W | |||||||||||||||||||||||
EchoStar IX (3) | ESS | August 2003 | 121 W | |||||||||||||||||||||||
| Finance leases: | ||||||||||||||||||||||||||
| Eutelsat 65 West A | Hughes | March 2016 | 65 W | |||||||||||||||||||||||
| Telesat T19V | Hughes | July 2018 | 63 W | |||||||||||||||||||||||
| EchoStar 105/SES-11 | ESS | October 2017 | 105 W | |||||||||||||||||||||||
(1) Depreciable life represents the remaining useful life as of June 8, 2011, the date EchoStar completed its acquisition of Hughes Communications, Inc. and its subsidiaries (the “Hughes Acquisition”).
(2) Upon consummation of our joint venture with Yahsat in Brazil in November 2019, we acquired the Brazilian Ka-band payload on this satellite. Depreciable life represents the remaining useful life as of November 2019.
(3) We own the Ka-band and Ku-band payloads on this satellite.
The following table presents the components of our satellites, net:
Depreciable Life (In Years) | As of December 31, | |||||||||||||||||||
| 2020 | 2019 | |||||||||||||||||||
| Satellites, net: | ||||||||||||||||||||
| Satellites - owned | $ | $ | ||||||||||||||||||
| Satellites - acquired under finance leases | ||||||||||||||||||||
| Total satellites | ||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Satellites - owned | ( | ( | ||||||||||||||||||
| Satellites - acquired under finance leases | ( | ( | ||||||||||||||||||
| Total accumulated depreciation | ( | ( | ||||||||||||||||||
| Total satellites, net | $ | $ | ||||||||||||||||||
The following table presents the depreciation expense associated with our satellites, net:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Depreciation expense: | ||||||||||||||||||||
| Satellites - owned | $ | $ | $ | |||||||||||||||||
| Satellites - acquired under finance leases | ||||||||||||||||||||
| Total depreciation expense | $ | $ | $ | |||||||||||||||||
The following table presents capitalized interest associated with our satellites and satellite-related ground infrastructure:
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| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Capitalized interest | $ | $ | $ | |||||||||||||||||
Satellite-Related Commitments
As of December 31, 2020 and 2019 our satellite-related commitments were $224.4 million and $256.9 million, respectively. These primarily 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
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 year ended December 31, 2020.
Satellite Insurance
Other Property and Equipment, Net
The following table presents Other property and equipment, net:
| Depreciable Life (In Years) | As of December 31, | |||||||||||||||||||
| 2020 | 2019 | |||||||||||||||||||
| Other property and equipment, net: | ||||||||||||||||||||
| Land | — | $ | $ | |||||||||||||||||
| Buildings and improvements | ||||||||||||||||||||
| Furniture, fixtures, equipment and other | ||||||||||||||||||||
| Customer premises equipment | ||||||||||||||||||||
| Construction in progress | ||||||||||||||||||||
| Total other property and equipment | ||||||||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||||||||
| Other property and equipment, net | $ | $ | ||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents the depreciation expense associated with our other property and equipment:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Other property and equipment depreciation expense: | ||||||||||||||||||||
| Buildings and improvements | $ | $ | $ | |||||||||||||||||
| Furniture, fixtures, equipment and other | ||||||||||||||||||||
| Customer premises equipment | ||||||||||||||||||||
| Total depreciation expense | $ | $ | $ | |||||||||||||||||
NOTE 10. REGULATORY AUTHORIZATIONS
The following table presents our Regulatory authorizations, net:
| Finite lived | ||||||||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Total | Indefinite lived | Total | ||||||||||||||||||||||||||||
| As of December 31, 2017 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| As of December 31, 2018 | ||||||||||||||||||||||||||||||||
| Additions | — | ( | ||||||||||||||||||||||||||||||
| Amortization expense | — | ( | ( | — | ( | |||||||||||||||||||||||||||
| Currency translation adjustments | ( | ( | ( | |||||||||||||||||||||||||||||
| As of December 31, 2019 | ( | |||||||||||||||||||||||||||||||
| Amortization expense | — | ( | ( | — | ( | |||||||||||||||||||||||||||
| Currency translation adjustments | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||
| Weighted average useful life (in years) | ||||||||||||||||||||||||||||||||
Finite Lived Assets
In November 2019, we were granted an S-band spectrum license for terrestrial rights in Mexico for $7.9 million. The acquired asset is subject to amortization over a period of 15 years.
In November 2019, we also acquired Ka-band spectrum rights $4.5 million, upon consummation of the Yahsat Brazil JV Transaction, which are subject to amortization over a period of 11 years.
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HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Future Amortization
The following table presents our estimated future amortization of our regulatory authorizations with finite lives as of December 31, 2020:
| Amount | |||||
| For the years ending December 31, | |||||
| 2021 | $ | ||||
| 2022 | |||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| 2026 and beyond | |||||
| Total | $ | ||||
NOTE 11. OTHER INTANGIBLE ASSETS
The following table presents our other intangible assets:
| Customer Relationships | Patents | Trademarks and Licenses | Total | |||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||
| As of December 31, 2017 | $ | $ | $ | $ | ||||||||||||||||||||||
| Write-off | — | ( | — | ( | ||||||||||||||||||||||
| As of December 31, 2018 | ||||||||||||||||||||||||||
| As of December 31, 2019 | ||||||||||||||||||||||||||
| As of December 31, 2020 | $ | $ | $ | $ | ||||||||||||||||||||||
| Accumulated amortization: | ||||||||||||||||||||||||||
| As of December 31, 2017 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Amortization expense | ( | ( | ( | |||||||||||||||||||||||
| Write-off | — | — | ||||||||||||||||||||||||
| As of December 31, 2018 | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization expense | ( | ( | ( | |||||||||||||||||||||||
| As of December 31, 2019 | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization expense | ( | ( | ( | |||||||||||||||||||||||
| As of December 31, 2020 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Carrying amount: | ||||||||||||||||||||||||||
| As of December 31, 2017 | $ | $ | $ | $ | ||||||||||||||||||||||
| As of December 31, 2018 | $ | $ | $ | $ | ||||||||||||||||||||||
| As of December 31, 2019 | $ | $ | $ | $ | ||||||||||||||||||||||
| As of December 31, 2020 | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average useful life (in years) | ||||||||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Future Amortization
The following table presents our estimated future amortization of other intangible assets as of December 31, 2020:
| Amount | |||||
| For the years ending December 31, | |||||
| 2021 | $ | ||||
| 2022 | |||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| 2026 and beyond | |||||
| Total | $ | ||||
NOTE 12. OTHER INVESTMENTS
The following table presents our Other investments, net:
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Other investments, net: | ||||||||||||||
| Equity method investments | $ | $ | ||||||||||||
| Other equity investments | ||||||||||||||
| Total other investments, net | $ | $ | ||||||||||||
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
In August 2018, we entered into an agreement with Yahsat to establish a new entity, BCS, 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. The transaction was consummated in December 2018 when we invested $100.0 million in cash in exchange for a 20 % interest in BCS. Under the terms of the agreement, we may also acquire, for further cash investments, additional ownership interests in BCS in the future provided certain conditions are met. We supply network operations and management services and equipment to BCS.
Financial Information for Our Equity Method Investments
The following table presents revenue recognized:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Deluxe | $ | $ | $ | |||||||||||||||||
| BCS | $ | $ | $ | |||||||||||||||||
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HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents trade accounts receivable:
| As of December 31, | ||||||||||||||
| 2020 | As of | 2019 | ||||||||||||
| Deluxe | $ | $ | ||||||||||||
| BCS | $ | $ | ||||||||||||
There were no cash distributions from our investments for the year ended December 31, 2020. We recorded cash distributions from our investments of $2.7 million and $10.0 million, respectively, for the years ended December 31, 2019 and 2018. These cash distributions were determined to be a return on investment and reported in Net cash flows from operating activities in the Consolidated Statements of Cash Flows. Additionally, we recorded an additional dividend from our investments of $2.3 million for the year ended December 31, 2019 that was considered a return of investment and reported in Net cash flows from investing activities in the Consolidated Statements of Cash Flows. There were no
NOTE 13. LONG-TERM DEBT
The following table presents the carrying amount and fair values of our Current portion of long-term debt, net and Long-term debt, net:
| Effective Interest Rate | As of December 31, | |||||||||||||||||||||||||||||||
| 2020 | 2019 | |||||||||||||||||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||||||||||||
| Senior Secured Notes: | ||||||||||||||||||||||||||||||||
| 5 1/4% Senior Secured Notes due 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Senior Unsecured Notes: | ||||||||||||||||||||||||||||||||
| 7 5/8% Senior Unsecured Notes due 2021 | ||||||||||||||||||||||||||||||||
| 6 5/8% Senior Unsecured Notes due 2026 | ||||||||||||||||||||||||||||||||
| Less: Unamortized debt issuance costs | ( | — | ( | — | ||||||||||||||||||||||||||||
| Total long-term debt | ||||||||||||||||||||||||||||||||
| Less: Current portion, net | ( | ( | ||||||||||||||||||||||||||||||
| Long-term debt, net | $ | $ | $ | $ | ||||||||||||||||||||||||||||
2021 Senior Unsecured Notes
On June 1, 2011, we issued $900.0 million aggregate principal amount of 7 5/8% Senior Unsecured Notes due 2021 (the “2021 Senior Unsecured Notes,”) at an issue price of 100.0 %, pursuant to an Unsecured Indenture dated June 1, 2011 (the “2011 Indenture”). The 2021 Senior Unsecured Notes mature on June 15, 2021. Interest accrues at an annual rate of 7 5/8% and is payable semi-annually in cash, in arrears on June 15 and December 15 of each year.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Additional Information Relating to the Notes
Each series of the Notes is redeemable, in whole or in part, at any time at a redemption price equal to 100.0
The 2026 Senior Secured Notes are:
•our secured obligations;
•secured by security interests in substantially all of our and certain of our subsidiaries’ existing and future tangible and intangible assets of on a first priority basis, subject to certain exceptions;
•effectively junior to our obligations that are secured by assets that are not part of the collateral that secures the 2026 Senior Secured Notes, in each case, to the extent of the value of the collateral securing such obligations;
•effectively senior to our existing and future unsecured obligations to the extent of the value of the collateral securing the 2026 Senior Secured Notes, after giving effect to permitted liens as provided in the 2016 Secured Indenture;
•senior in right of payment to all of our existing and future obligations that are expressly subordinated to the 2026 Senior Secured Notes;
•structurally junior to any existing and future obligations of any of our subsidiaries that do not guarantee the 2026 Senior Secured Notes; and
•unconditionally guaranteed, jointly and severally, on a general senior secured basis by certain of our subsidiaries, which guarantees rank equally with all of the guarantors’ existing and future unsubordinated indebtedness and effectively senior to such guarantors’ existing and future obligations to the extent of the value of the assets securing the 2026 Senior Secured Notes.
The Unsecured Notes are:
•our unsecured senior obligations;
•ranked equally with all existing and future unsubordinated indebtedness (including as between the 2021 Senior Unsecured Notes and the 2026 Senior Unsecured Notes) and effectively junior to any secured indebtedness up to the value of the assets securing such indebtedness;
•effectively junior to our obligations that are secured to the extent of the value of the collateral securing such obligations;
•senior in right of payment to all our existing and future obligations that are expressly subordinated to the respective Unsecured Notes;
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•structurally junior to any existing and future obligations of any of our subsidiaries that do not guarantee the respective Unsecured Notes; and
•unconditionally guaranteed, jointly and severally, on a general senior secured basis by certain of our subsidiaries, which guarantees rank equally with all of the guarantors’ existing and future unsubordinated indebtedness, and effectively junior to any secured indebtedness of the guarantors up to the value of the assets securing such indebtedness.
Subject to certain exceptions, the Indentures contain restrictive covenants that, among other things, impose limitations on our ability and, in certain instances, the ability of certain of our subsidiaries to:
•incur additional debt;
•pay dividends or make distributions on our or their capital stock or repurchase our or their capital stock;
•make certain investments;
•create liens or enter into sale and leaseback transactions;
•enter into transactions with affiliates;
•merge or consolidate with another company;
•transfer and sell assets; and
•allow to exist certain restrictions on our or their ability to pay dividends, make distributions, make other payments, or transfer assets.
In the event of a Change of Control, as defined in the respective Indentures, we would be required to make an offer to repurchase all or any part of a holder’s Notes at a purchase price equal to 101.0
Debt Issuance Costs
For the years ended December 31, 2020, 2019 and 2018, we amortized $4.3 million, $5.9 million and $7.9 million respectively, of debt issuance costs incurred for all debt issuances, which are included in Interest expense, net of amounts capitalized in the Consolidated Statements of Operations.
NOTE 14. INCOME TAXES
The following table presents the components of Income (loss) from continuing operations before income taxes in the Consolidated Statements of Operations :
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Domestic | $ | $ | $ | |||||||||||||||||
| Foreign | ( | ( | ( | |||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | $ | ( | $ | ||||||||||||||||
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The following table presents the components of Income tax benefit (provision), net, in the Consolidated Statements of Operations :
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Current benefit (provision), net: | ||||||||||||||||||||
| Federal | $ | ( | $ | ( | $ | ( | ||||||||||||||
| State | ( | |||||||||||||||||||
| Foreign | ( | ( | ( | |||||||||||||||||
| Total current benefit (provision), net | ( | ( | ||||||||||||||||||
| Deferred benefit (provision), net: | ||||||||||||||||||||
| Federal | ( | ( | ||||||||||||||||||
| State | ( | ( | ( | |||||||||||||||||
| Foreign | ( | |||||||||||||||||||
| Total deferred benefit (provision), net | ( | ( | ||||||||||||||||||
| Total income tax benefit (provision), net | $ | ( | $ | ( | $ | ( | ||||||||||||||
The following table presents our actual tax provisions reconciled to the amounts computed by applying the statutory federal tax rate to Income (loss) from continuing operations before income taxes in the Consolidated Statements of Operations :
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Statutory rate | $ | ( | $ | $ | ( | |||||||||||||||
| State income taxes, net of federal provision (benefit) | ( | ( | ( | |||||||||||||||||
| Permanent differences | ( | ( | ( | |||||||||||||||||
| Tax credits | ||||||||||||||||||||
| Valuation allowance | ( | ( | ( | |||||||||||||||||
| Rates different than statutory | ||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||
| Total income tax benefit (provision), net | $ | ( | $ | ( | $ | ( | ||||||||||||||
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The following table presents the components of our deferred tax assets and liabilities:
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Deferred tax assets: | ||||||||||||||
| Net operating losses, credit and other carryforwards | $ | $ | ||||||||||||
| Unrealized losses on investments, net | ||||||||||||||
| Accrued expenses | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Other assets | ||||||||||||||
| Total deferred tax assets | ||||||||||||||
| Valuation allowance | ( | ( | ||||||||||||
| Deferred tax assets after valuation allowance | $ | $ | ||||||||||||
| Deferred tax liabilities: | ||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | ||||||||||
| Other liabilities | ( | ( | ||||||||||||
| Total deferred tax liabilities | ( | ( | ||||||||||||
| Total net deferred tax liabilities | $ | ( | $ | ( | ||||||||||
| Net deferred tax asset foreign jurisdiction | $ | $ | ||||||||||||
| Net deferred tax liability domestic | ( | ( | ||||||||||||
| Total net deferred tax liabilities | $ | ( | $ | ( | ||||||||||
Overall, our net deferred tax assets were offset by a valuation allowance of $143.5 million and $102.2 million as of December 31, 2020 and 2019, respectively. The change in the valuation allowance primarily relates to an increase in the net operating loss carryforwards of certain foreign subsidiaries and a decrease associated with unrealized gains that are capital in nature.
Tax benefits of net operating loss and tax credit carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. As of December 31, 2020, we had foreign net operating loss carryforwards of $285.2 million. As of December 31, 2020, we have tax credit carryforwards of zero and $5.2 million for federal and state income tax purposes, respectively. If not utilized, the state tax credit carryforwards begin to expire in 2020.
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Accounting for Uncertainty in Income Taxes
In addition to filing U.S. federal income tax returns with EchoStar, we file income tax returns in all states that impose an income tax. As of December 31, 2020, we are not currently under a U.S. federal income tax examination. However, the IRS could perform tax examinations on years as early as tax year 2008. We are also subject to frequent state income tax audits and have open state examinations on years as early as 2008. We also file income tax returns in the United Kingdom, Brazil, India and a number of other foreign jurisdictions. We generally are open to income tax examination in these foreign jurisdictions for taxable years beginning in 2003. As of December 31, 2020, we are currently being audited by the Indian tax authorities for fiscal years 2003 through 2018. We have no other on-going significant income tax examinations in process in our foreign jurisdictions.
The following table presents the reconciliation of the beginning and ending amount of unrecognized income tax benefits:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Unrecognized tax benefit balance as of beginning of period: | $ | $ | $ | |||||||||||||||||
| Additions based on tax positions related to the current year | ||||||||||||||||||||
| Additions based on tax positions related to prior years | ||||||||||||||||||||
| Reductions based on tax positions related to prior years | ( | ( | ||||||||||||||||||
| Balance as of end of period | $ | $ | $ | |||||||||||||||||
As of December 31, 2020 and 2019, we had $7.3 million and $7.9 million, respectively, of unrecognized income tax benefits, all of which, if recognized, would affect our effective tax rate.
For the years ended December 31, 2020, 2019 and 2018, our income tax provision included an insignificant amount of interest and penalties.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in March 2020. The CARES Act features significant tax provisions and other measures to assist individuals and businesses impacted by the economic effects of the COVID-19 pandemic, including a five-year carryback of net operating losses, relaxation of Section 163(j) interest deduction limitations, acceleration of Alternative Minimum Tax refunds, relief for payroll tax and tax credits for employers who retain employees. These provisions did not affect our income tax provision for the year ended December 31, 2020.
NOTE 15. EMPLOYEE BENEFIT PLANS
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401(k) Employee Savings Plans
Under the EchoStar 401(k) Plan (“the Plan”), eligible employees are entitled to contribute up to 75.0 % of their eligible compensation, on a pre-tax and/or after-tax basis, subject to the maximum contribution limit provided by the Internal Revenue Code of 1986, as amended (the “Code”). All employee contributions to the Plan are immediately vested. EchoStar matches 50 cents on the dollar for the first 6.0 % of each employee’s salary contributions to the Plan for a total of 3.0 % match on a pre-tax basis up to a maximum of $7,500 annually. EchoStar’s match is calculated each pay period there is an employee contribution. In addition, EchoStar may make an annual discretionary contribution to the Plan to be made in cash or EchoStar’s stock. EchoStar’s contributions under the Plan vest at 20.0 % per year and are 100.0 % vested after an eligible employee has completed five years of employment. Forfeitures of unvested participant balances may be used to fund matching and discretionary contributions.
The following table presents our matching contributions and discretionary contributions:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Matching contributions | $ | $ | $ | |||||||||||||||||
| Fair value of EchoStar discretionary contributions of its Class A common stock, net of forfeitures, under 401(k) plan | $ | $ | $ | |||||||||||||||||
NOTE 16. COMMITMENTS AND CONTINGENCIES
Commitments
The following table summarizes our contractual obligations from our continuing operations as of December 31, 2020:
| Payments Due in the Year Ending December 31, | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 2021 | 2022 | 2023 | 2024 | 2025 | Thereafter | ||||||||||||||||||||||||||||||||||||||
| Long-term debt | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Interest on long-term debt | ||||||||||||||||||||||||||||||||||||||||||||
| Satellite-related commitments | ||||||||||||||||||||||||||||||||||||||||||||
| Operating lease obligations | ||||||||||||||||||||||||||||||||||||||||||||
| Finance lease obligations | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
The table above does not include amounts related to deferred tax liabilities, unrecognized tax positions and certain other amounts recorded in our non-current liabilities as the timing of any payments is uncertain. The table also excludes long-term deferred revenue and other long-term liabilities that do not require future cash payments. Additionally, our satellite-related commitments primarily include payments pursuant to agreements for 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.
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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 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
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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.
Elbit
On January 23, 2015, Elbit Systems Land and C4I LTD and Elbit Systems of America Ltd. (together referred to as “Elbit”) filed a complaint against our subsidiary Hughes Network Systems, L.L.C. (“HNS”), as well as against Black Elk Energy Offshore Operations, LLC, Bluetide Communications, Inc. and Helm Hotels Group, in the U.S. District Court for the Eastern District of Texas, alleging infringement of U.S. Patent Nos. 6,240,073 (the “073 patent”) and 7,245,874 (“874 patent”). In December 2019, we entered into a comprehensive settlement agreement with Elbit pursuant to which we paid a total of $33 million in satisfaction of all amounts relating to these matters and all open proceedings, including appeals, were dismissed with prejudice.
Shareholder Litigation
On July 2, 2019, the City of Hallandale Beach Police Officers’ and Firefighters’ Personnel Retirement Trust, purporting to sue on behalf of a class of EchoStar Corporation’s stockholders, filed a complaint in the District Court of Clark County, Nevada against EchoStar’s directors, Charles W. Ergen, R. Stanton Dodge, Anthony M. Federico, Pradman P. Kaul, C. Michael Schroeder, Jeffrey R. Tarr, William D. Wade, and Michael T. Dugan; our officer, David J. Rayner; EchoStar ; HSSC; our former subsidiary BSS Corp.; and DISH and its subsidiary Merger Sub. On September 5, 2019, the defendants filed motions to dismiss. On October 11, 2019, the plaintiffs filed an amended complaint removing Messrs. Dodge, Federico, Kaul, Schroeder, Tarr and Wade as defendants. The amended complaint alleges that Mr. Ergen, as our controlling stockholder, breached fiduciary duties to EchoStar’s minority stockholders by structuring the BSS Transaction with inadequate consideration and improperly influencing our and EchoStar’s boards of directors to approve the BSS Transaction. The amended complaint also alleges that the other defendants aided and abetted such alleged breaches. The plaintiffs seek equitable and monetary relief, including the issuance of additional DISH Common Stock, and other costs and disbursements, including attorneys’ fees on behalf of the purported class. On November 11, 2019, we and the other defendants filed separate motions to dismiss plaintiff’s amended complaint and during a hearing on January 13, 2020 the court denied these motions. On February 10, 2020, we and the other defendants filed answers to the amended complaint. The Court certified plaintiff’s class of January 11, 2021. We intend to vigorously defend this case. We cannot predict its outcome with any degree of certainty.
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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 1999, HCIPL’s license was amended pursuant to a new government policy that 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, interest on such fees and penalties and interest on the 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 the payment schedule, HCIPL is required to make a payment of 10 % of the legally payable dues by March 31, 2021, and thereafter make payments in yearly installments through 2031. To date, HCIPL has paid the DOT $2.9 million with respect to this matter. As a result of the Supreme Court’s orders, HCIPL’s payments to date and the impact of foreign exchange rates, we have recorded an accrual of $81.7 million as of December 31, 2020, comprised of $3.9 million for additional license fees, $4.0 million for penalties and $73.8 million for interest and interest on penalties. We had recorded an accrual of $80.2 million as of December 31, 2019. 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.
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We also indemnify our directors, officers and employees for certain liabilities that might arise from the performance of their responsibilities for us. Additionally, in the normal course of its business, we enter into contracts pursuant to which we may make a variety of representations and warranties and indemnify the counterparty for certain losses. Our possible exposure under these arrangements cannot be reasonably estimated as this involves the resolution of claims made, or future claims that may be made, against us or our officers, directors or employees, the outcomes of which are unknown and not currently predictable or estimable.
NOTE 17. 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 and ESS, as described in Note 1. Organization and Business Activities.
The primary measure of segment profitability that is reported regularly to our CODM is earnings before interest, taxes, depreciation and amortization, net income (loss) from discontinued operations 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.
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The following table presents revenue, EBITDA and capital expenditures for each of our business segments. Capital expenditures are net of refunds and other receipts related to our property and equipment.
| Hughes | ESS | Corporate and Other | Consolidated Total | |||||||||||||||||||||||
| For the year ended December 31, 2020 | ||||||||||||||||||||||||||
| External revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment revenue | ( | — | ||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| EBITDA | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
| For the year ended December 31, 2019 | ||||||||||||||||||||||||||
| External revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment revenue | ( | — | ||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| EBITDA | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
| For the year ended December 31, 2018 | ||||||||||||||||||||||||||
| External revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Intersegment revenue | ( | — | ||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| EBITDA | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Capital expenditures | $ | $ | ( | $ | $ | |||||||||||||||||||||
The following table reconciles Income (loss) from continuing operations before income taxes in the Consolidated Statements of Operations to EBITDA:
| For the Years Ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | $ | ( | $ | ||||||||||||||||
| Interest income, net | ( | ( | ( | |||||||||||||||||
| Interest expense, net of amounts capitalized | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Net loss (income) attributable to non-controlling interests | ( | |||||||||||||||||||
| EBITDA | $ | $ | $ | |||||||||||||||||
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Geographic Information
The following table summarizes total long-lived assets attributed to the North America, South and Central America and other foreign locations:
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Long-lived assets: | ||||||||||||||
| North America | $ | $ | ||||||||||||
| South and Central America | ||||||||||||||
| Other | ||||||||||||||
| Total long-lived assets | $ | $ | ||||||||||||
NOTE 18. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table presents our quarterly results of operations:
| For the Three Months Ended | ||||||||||||||||||||||||||
| December 31 | September 30 | June 30 | March 31 | |||||||||||||||||||||||
| Year Ended December 31, 2020 | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating income (loss) | ||||||||||||||||||||||||||
| Net income (loss) | ( | |||||||||||||||||||||||||
| Net income (loss) from continuing operations attributable to HSSC | ( | |||||||||||||||||||||||||
| Net income (loss) attributable to HSSC | ( | |||||||||||||||||||||||||
| Year Ended December 31, 2019 | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating income (loss) | ||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ||||||||||||||||||||||||
| Net income (loss) from continuing operations attributable to HSSC | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income (loss) attributable to HSSC | ( | |||||||||||||||||||||||||
NOTE 19. RELATED PARTY TRANSACTIONS - ECHOSTAR
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. Effective March 2017, and as a result of the Share Exchange, we implemented a new methodology for determining the cost of these shared corporate services. 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 net expenses for shared corporate services received from EchoStar and it other subsidiaries of $7.5 million, $2.1 million and $16.2 million for the years ended December 31, 2020, 2019 and 2018, respectively.
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We also 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, and EchoStar and its other subsidiaries similarly reimburse us from time to time for amounts paid by us for costs and expenses attributable to EchoStar and its other subsidiaries. We report net payments under these arrangements in Other current assets, net within current assets and we report net receipts under these arrangements in Accrued expenses and other current liabilities within current liabilities in our Consolidated Balance Sheets. No repayment schedule for these net advances has been determined.
In addition, 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.
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 2021 and 2022. Advances under these agreements bear interest at annual rates ranging from one to three percent, subject to periodic adjustment based on the one-year U.S. LIBOR rate. We report amounts payable under these agreements in Advances from affiliates, net within noncurrent liabilities in our Consolidated Balance Sheets.
NOTE 20. RELATED PARTY TRANSACTIONS - DISH NETWORK
Overview
EchoStar and DISH have operated as separate publicly-traded companies since 2008. 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. In addition, prior to the consummation of the Share Exchange in February 2017, DISH Network owned the Tracking Stock, which represented an aggregate 80 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
economic interest in the residential retail satellite broadband business of our Hughes segment. Following the consummation of the Share Exchange, the Tracking Stock was retired.
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 years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Services and other revenue - DISH Network | $ | $ | $ | |||||||||||||||||
The following table presents our trade accounts receivable:
As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Trade accounts receivable - DISH Network | $ | $ | ||||||||||||
Satellite Capacity Leased to DISH Network. We have entered into an agreement and have previously entered into a now terminated agreement to lease satellite capacity pursuant to which we have provided satellite services to DISH Network on certain satellites owned or leased by us. The fees for the services provided under these agreements depend upon, among other things, the orbital location of the applicable satellite, the number of transponders that are providing services on the applicable satellite, the length of the service arrangements and any third-party costs associated with the satellite capacity. The terms of these agreements are set forth below:
•EchoStar IX — Effective January 2008, DISH Network began leasing satellite capacity from us on the EchoStar IX satellite. Subject to availability, DISH Network generally has the right to continue leasing satellite capacity from us on the EchoStar IX satellite on a month-to-month basis.
•103 Degree Orbital Location/SES-3 — In May 2012, we entered into a spectrum development agreement (the “103 Spectrum Development Agreement”) with Ciel Satellite Holdings Inc. (“Ciel”) to develop certain spectrum rights at the 103 degree west longitude orbital location (the “103 Spectrum Rights”). In June 2013, we and DISH Network entered into a spectrum development agreement (the “DISH 103 Spectrum Development Agreement”) pursuant to which DISH Network may use and develop the 103 Spectrum Rights. Effective in March 2018, DISH Network exercised its right to terminate the DISH 103 Spectrum Development Agreement and we exercised our right to terminate the 103 Spectrum Development Agreement.
In connection with the 103 Spectrum Development Agreement, in May 2012, we also entered into a ten-year agreement with Ciel pursuant to which we leased certain satellite capacity from Ciel on the SES-3 satellite at the 103 degree west longitude orbital location (the “Ciel 103 Agreement”). In June 2013, we and
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Operating Expenses — DISH Network
The following table presents our operating expenses related to DISH Network:
For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Operating expenses - DISH Network | $ | $ | $ | |||||||||||||||||
The following table presents the related trade accounts payable:
As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Trade accounts payable - DISH Network | $ | $ | ||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 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 of 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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.
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NOTE 21. RELATED PARTY TRANSACTIONS - OTHER
Hughes Systique Corporation (“Hughes Systique”)
We contract with Hughes Systique Corporation (“Hughes Systique”) for software development services. In addition to our approximately 43 % ownership in Hughes Systique, Mr. Pradman Kaul, the President of our subsidiary Hughes Communications, Inc.. and a member of our board of directors, and his brother, who is the Chief Executive Officer and President of Hughes Systique, in the aggregate, own approximately 25 %, on an undiluted basis, of Hughes Systique’s outstanding shares as of December 31, 2020. 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 consolidate Hughes Systique’s financial statements in these Consolidated Financial Statements.
TerreStar Solutions
DISH Network owns more than 15 % of TerreStar Solutions, Inc. (“TSI”). In May 2018, we and TSI entered into an equipment and services agreement pursuant to which we design, manufacture and install upgraded ground communications network equipment for TSI’s network and provide, among other things, warranty and support services. We recognized revenue of $4.4 million, $12.5 million and $6.0 million for the years ended December 31, 2020, 2019 and 2018. As of December 31, 2020 and 2019, we had $0.4 million and $2.7 million trade accounts receivable from TSI.
Global IP
In May 2017, we entered into an agreement with Global-IP Cayman (“Global IP”) providing for the sale of certain equipment and services to Global IP. Mr. William David Wade, a member of EchoStar’s board of directors, served as a member of the board of directors of Global IP and as an executive advisor to the Chief Executive Officer of Global IP from September 2017 until April 2019 and from September 2017 until December 2019, respectively. In August 2018, we and Global IP amended the agreement to: (i) change certain of the equipment and services to be provided to Global IP, (ii) modify certain payment terms, (iii) provide Global IP an option to use one of our test lab facilities and (iv) effectuate the assignment of the agreement from Global IP to one of its wholly-owned subsidiaries. In February 2019, we terminated the agreement as a result of Global IP’s defaults resulting from its failure to make payments to us as required under the terms of the agreement and we reserved our rights and remedies against Global IP under the agreement. We recognized revenue under this agreement of $9.0 million for the year ended December 31, 2018. We have not recognized any revenue since the termination of this agreement. As of December 31, 2020 and 2019, we were owed $7.5
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Maxar Technologies Inc
Mr. Jeffrey Tarr, who joined EchoStar’s board of directors in March 2019, served as a consultant and advisor to Maxar Technologies Inc. and its subsidiaries (“Maxar Tech”) through May 2019. We previously entered into agreements with Maxar Tech for the manufacture and certain other services of the EchoStar IX satellite, the EchoStar XVII satellite, the EchoStar XIX satellite, the EchoStar XXI satellite and the EchoStar XXIV satellite and our former EchoStar XI satellite, EchoStar XIV satellite, EchoStar XVI satellite and EchoStar XXIII satellite. Maxar Tech provides us with anomaly support for these satellites once launched pursuant to the terms of the agreements. Maxar Tech also provides a warranty on one of these satellites and may be required to pay us certain amounts should the satellite not operate according to certain performance specifications. Our obligations to pay Maxar Tech under these agreements during the design life of the applicable satellites may be reduced if the applicable satellites do not operate according to certain performance specifications. We incurred aggregate costs payable to Maxar Tech under these agreements of $6.3 million and $13.2 million for the years ended December 31, 2020 and 2019, respectively. At both December 31, 2020 and 2019, we had no trade payable to Maxar Tech.
NOTE 22. 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 13. Long-term Debt for further information on our Notes.
In lieu of separate financial statements of the Guarantor Subsidiaries, accompanying condensed consolidating financial information prepared in accordance with Rule 3-10(f) of Regulation S-X is presented below, including the accompanying condensed balance sheet information, the accompanying condensed statement of operations and comprehensive income (loss) information and the accompanying condensed 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 condensed consolidating financial information (amounts in thousands) presented below should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto included herein.
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Consolidating Balance Sheet as of December 31, 2020
| Hughes Satellite Systems Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Marketable investment securities | ||||||||||||||||||||||||||||||||
| Trade accounts receivable and contract assets, net | ||||||||||||||||||||||||||||||||
| Other current assets, net | ( | |||||||||||||||||||||||||||||||
| Total current assets | ( | |||||||||||||||||||||||||||||||
| Non-current assets: | ||||||||||||||||||||||||||||||||
| Property and equipment, net | ||||||||||||||||||||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||||||||
| Regulatory authorizations, net | ||||||||||||||||||||||||||||||||
| Other intangible assets, net | ||||||||||||||||||||||||||||||||
| Other investments, net | ||||||||||||||||||||||||||||||||
| Investment in subsidiaries | ( | |||||||||||||||||||||||||||||||
| Other non-current assets, net | ( | |||||||||||||||||||||||||||||||
| Total non-current assets | ( | |||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Liabilities and Shareholder's Equity | ||||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||||
| Trade accounts payable | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current portion of long-term debt, net | ||||||||||||||||||||||||||||||||
| Contract liabilities | ||||||||||||||||||||||||||||||||
| Accrued expenses and other current liabilities | ( | |||||||||||||||||||||||||||||||
| Total current liabilities | ( | |||||||||||||||||||||||||||||||
| Non-current liabilities: | ||||||||||||||||||||||||||||||||
| Long-term debt, net | ||||||||||||||||||||||||||||||||
| Deferred tax liabilities, net | ||||||||||||||||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||||||||||||||
| Other non-current liabilities | ( | |||||||||||||||||||||||||||||||
| Total non-current liabilities | ( | |||||||||||||||||||||||||||||||
| Total liabilities | ( | |||||||||||||||||||||||||||||||
| Shareholder's equity: | ||||||||||||||||||||||||||||||||
| Total Hughes Satellite Systems Corporation shareholder's equity | ( | |||||||||||||||||||||||||||||||
| Non-controlling interests | ||||||||||||||||||||||||||||||||
| Total shareholder's equity | ( | |||||||||||||||||||||||||||||||
| Total liabilities and shareholder's equity | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Consolidating Balance Sheet as of December 31, 2019
| Hughes Satellite Systems Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Marketable investment securities | ||||||||||||||||||||||||||||||||
| Trade accounts receivable and contract assets, net | ||||||||||||||||||||||||||||||||
| Other current assets, net | ( | |||||||||||||||||||||||||||||||
| Total current assets | ( | |||||||||||||||||||||||||||||||
| Non-current assets: | ||||||||||||||||||||||||||||||||
| Property and equipment, net | ||||||||||||||||||||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||||||||
| Regulatory authorizations, net | ||||||||||||||||||||||||||||||||
| Other intangible assets, net | ||||||||||||||||||||||||||||||||
| Other investments, net | ||||||||||||||||||||||||||||||||
| Investment in subsidiaries | ( | |||||||||||||||||||||||||||||||
| Other non-current assets, net | ( | |||||||||||||||||||||||||||||||
| Total non-current assets | ( | |||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Liabilities and Shareholder's Equity | ||||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||||
| Trade accounts payable | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Contract liabilities | ||||||||||||||||||||||||||||||||
| Accrued expenses and other current liabilities | ( | |||||||||||||||||||||||||||||||
| Total current liabilities | ( | |||||||||||||||||||||||||||||||
| Non-current liabilities: | ||||||||||||||||||||||||||||||||
| Long-term debt, net | ||||||||||||||||||||||||||||||||
| Deferred tax liabilities, net | ( | |||||||||||||||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||||||||||||||
| Other non-current liabilities | ( | |||||||||||||||||||||||||||||||
| Total non-current liabilities | ( | |||||||||||||||||||||||||||||||
| Total liabilities | ( | |||||||||||||||||||||||||||||||
| Shareholder's equity: | ||||||||||||||||||||||||||||||||
| Total Hughes Satellite Systems Corporation shareholder's equity | ( | |||||||||||||||||||||||||||||||
| Non-controlling interests | ||||||||||||||||||||||||||||||||
| Total shareholder's equity | ( | |||||||||||||||||||||||||||||||
| Total liabilities and shareholder's equity | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Consolidating Statement of Operations and Comprehensive Income (Loss) For the Year Ended December 31, 2020
| Hughes Satellite Systems Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | ||||||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||
| Services and other revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Equipment revenue | ( | |||||||||||||||||||||||||||||||
| Total revenue | ( | |||||||||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||||||||
| Cost of sales - services and other (exclusive of depreciation and amortization) | ( | |||||||||||||||||||||||||||||||
| Cost of sales - equipment (exclusive of depreciation and amortization) | ( | |||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | |||||||||||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
| Total costs and expenses | ( | |||||||||||||||||||||||||||||||
| Operating income (loss) | ( | |||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||
| Interest income | ( | |||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Gains (losses) on investments, net | ( | ( | ( | |||||||||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates, net | ( | ( | ||||||||||||||||||||||||||||||
Equity in earnings (losses) of subsidiaries, net | ( | ( | ||||||||||||||||||||||||||||||
| Foreign currency transaction gains (losses), net | ( | |||||||||||||||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | ( | ( | ( | |||||||||||||||||||||||||||||
| Income tax benefit (provision), net | ( | ( | ( | |||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | ( | ( | ( | |||||||||||||||||||||||||||||
| Net income (loss) from discontinued operations | ||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Less: Net loss (income) attributable to non-controlling interests | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to HSSC | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
Comprehensive income (loss): | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ||||||||||||||||||||||||||||||
| Unrealized gains (losses) on available-for-sale securities | ( | ( | ||||||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||||||||
| Amounts reclassified to net income (loss): | ||||||||||||||||||||||||||||||||
| Realized losses (gains) on available-for-sale securities | ( | ( | ||||||||||||||||||||||||||||||
| Equity in other comprehensive income (loss) of subsidiaries, net | ( | ( | ||||||||||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Less: Comprehensive loss (income) attributable to non-controlling interests | ||||||||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to EchoStar Corporation | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Consolidating Statement of Operations and Comprehensive Income (Loss) For the Year Ended December 31, 2019
| Hughes Satellite Systems Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | ||||||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||
| Services and other revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Equipment revenue | ( | |||||||||||||||||||||||||||||||
| Total revenue | ( | |||||||||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||||||||
| Cost of sales - services and other (exclusive of depreciation and amortization) | ( | |||||||||||||||||||||||||||||||
| Cost of sales - equipment (exclusive of depreciation and amortization) | ( | |||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | |||||||||||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
| Total costs and expenses | ( | |||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ( | ||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||
| Interest income | ( | |||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Gains (losses) on investments, net | ( | ( | ||||||||||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates, net | ( | ( | ||||||||||||||||||||||||||||||
Equity in earnings (losses) of subsidiaries, net | ( | |||||||||||||||||||||||||||||||
| Foreign currency transaction gains (losses), net | ( | ( | ( | |||||||||||||||||||||||||||||
| Other, net | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | ( | ( | ( | |||||||||||||||||||||||||||||
| Income tax benefit (provision), net | ( | ( | ||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | ( | ( | ( | |||||||||||||||||||||||||||||
| Net income (loss) from discontinued operations | ||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Less: Net loss (income) attributable to non-controlling interests | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to HSSC | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
Comprehensive income (loss): | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||||||||||||||
| Unrealized gains (losses) on available-for-sale securities | ||||||||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||||||||
| Amounts reclassified to net income (loss): | ||||||||||||||||||||||||||||||||
| Realized losses (gains) on available-for-sale securities | ( | ( | ||||||||||||||||||||||||||||||
| Equity in other comprehensive income (loss) of subsidiaries, net | ( | ( | ||||||||||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||
| Less: Comprehensive loss (income) attributable to non-controlling interests | ||||||||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to EchoStar Corporation | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
F-67
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Consolidating Statement of Operations and Comprehensive Income (Loss) For the Year Ended December 31, 2018
| Hughes Satellite Systems Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | ||||||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||
| Services and other revenue | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Equipment revenue | ( | |||||||||||||||||||||||||||||||
| Total revenue | ( | |||||||||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||||||||
| Cost of sales - services and other (exclusive of depreciation and amortization) | ( | |||||||||||||||||||||||||||||||
| Cost of sales - equipment (exclusive of depreciation and amortization) | ( | |||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | |||||||||||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
| Total costs and expenses | ( | |||||||||||||||||||||||||||||||
| Operating income (loss) | ( | |||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||
| Interest income | ( | |||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Gains (losses) on investments, net | ||||||||||||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates, net | ||||||||||||||||||||||||||||||||
Equity in earnings (losses) of subsidiaries, net | ( | ( | ||||||||||||||||||||||||||||||
| Foreign currency transaction gains (losses), net | ( | ( | ( | |||||||||||||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | ( | ( | ||||||||||||||||||||||||||||||
| Income tax benefit (provision), net | ( | ( | ( | |||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | ( | ( | ( | |||||||||||||||||||||||||||||
| Net income (loss) from discontinued operations | ||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ||||||||||||||||||||||||||||||
| Less: Net loss (income) attributable to non-controlling interests | ( | ( | ||||||||||||||||||||||||||||||
| Net income (loss) attributable to HSSC | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
Comprehensive income (loss): | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ||||||||||||||||||||||||||||||
| Unrealized gains (losses) on available-for-sale securities | ( | ( | ||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Amounts reclassified to net income (loss): | ||||||||||||||||||||||||||||||||
| Realized losses (gains) on available-for-sale securities | ( | ( | ||||||||||||||||||||||||||||||
| Equity in other comprehensive income (loss) of subsidiaries, net | ( | ( | ||||||||||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||||||||
| Less: Comprehensive loss (income) attributable to non-controlling interests | ( | ( | ||||||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to EchoStar Corporation | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
F-68
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Consolidating Statement of Cash Flows for the Year Ended December 31, 2020
| Hughes Satellite Systems Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | ||||||||||||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash flows from operating activities | ( | |||||||||||||||||||||||||||||||
| Net cash flows from operating activities | ( | |||||||||||||||||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||||||||||||||
| Purchases of marketable investment securities | ( | ( | ||||||||||||||||||||||||||||||
| Sales and maturities of marketable investment securities | ||||||||||||||||||||||||||||||||
| Expenditures for property and equipment | ( | ( | ( | |||||||||||||||||||||||||||||
| Expenditures for externally marketed software | ( | ( | ||||||||||||||||||||||||||||||
| Investment in subsidiaries | ( | ( | ||||||||||||||||||||||||||||||
| Net cash flows from investing activities | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
| Repayment of other long-term debt and finance lease obligations | ( | ( | ||||||||||||||||||||||||||||||
| Payment of in-orbit incentive obligations | ( | ( | ||||||||||||||||||||||||||||||
| Contribution by non-controlling interest holder | ||||||||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||||||||
| Contribution (distributions) and advances (to) from parent, net | ( | |||||||||||||||||||||||||||||||
| Net cash flows from financing activities | ( | |||||||||||||||||||||||||||||||
| Effect of exchange rates on cash and cash equivalents | ||||||||||||||||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ( | ( | |||||||||||||||||||||||||||||
| Cash and cash equivalents, including restricted amounts, beginning of period | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents, including restricted amounts, end of period | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
F-69
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Consolidating Statement of Cash Flows for the Year Ended December 31, 2019
| Hughes Satellite Systems Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | ||||||||||||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash flows from operating activities | ( | ( | ||||||||||||||||||||||||||||||
| Net cash flows from operating activities | ( | |||||||||||||||||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||||||||||||||
| Purchases of marketable investment securities | ( | ( | ||||||||||||||||||||||||||||||
| Sales and maturities of marketable investment securities | ||||||||||||||||||||||||||||||||
| Investments in unconsolidated affiliates | ( | |||||||||||||||||||||||||||||||
| Dividend received from unconsolidated affiliate | ||||||||||||||||||||||||||||||||
| Expenditures for property and equipment | ( | ( | ( | |||||||||||||||||||||||||||||
| Expenditures for externally marketed software | ( | ( | ||||||||||||||||||||||||||||||
| Purchases of regulatory authorizations | ( | ( | ||||||||||||||||||||||||||||||
| Investment in subsidiaries | ( | ( | ||||||||||||||||||||||||||||||
| Net cash flows from investing activities | ( | ( | ( | |||||||||||||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
| Repurchase and maturity of the 2019 Senior Secured Notes | ( | ( | ||||||||||||||||||||||||||||||
| Repayment of other long-term debt and finance lease obligations | ( | ( | ( | |||||||||||||||||||||||||||||
| Payment of in-orbit incentive obligations | ( | ( | ||||||||||||||||||||||||||||||
| Purchase of non-controlling interest | ( | ( | ( | |||||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||||||||
| Contribution (distributions) and advances (to) from parent, net | ( | |||||||||||||||||||||||||||||||
| Net cash flows from financing activities | ( | ( | ( | |||||||||||||||||||||||||||||
| Effect of exchange rates on cash and cash equivalents | ( | ( | ||||||||||||||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | |||||||||||||||||||||||||||||||
| Cash and cash equivalents, including restricted amounts, beginning of period | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents, including restricted amounts, end of period | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
F-70
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Consolidating Statement of Cash Flows for the Year Ended December 31, 2018
| Hughes Satellite Systems Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | ||||||||||||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash flows from operating activities | ( | |||||||||||||||||||||||||||||||
| Net cash flows from operating activities | ( | |||||||||||||||||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||||||||||||||
| Purchases of marketable investment securities | ( | ( | ||||||||||||||||||||||||||||||
| Sales and maturities of marketable investment securities | ||||||||||||||||||||||||||||||||
| Investments in unconsolidated affiliates | ( | ( | ||||||||||||||||||||||||||||||
| Expenditures for property and equipment | ( | ( | ( | |||||||||||||||||||||||||||||
| Refunds and other receipts related to property and equipment | ||||||||||||||||||||||||||||||||
| Expenditures for externally marketed software | ( | ( | ||||||||||||||||||||||||||||||
| Payment for EchoStar XXI launch services | ( | ( | ||||||||||||||||||||||||||||||
| Investment in subsidiaries | ( | ( | ||||||||||||||||||||||||||||||
| Net cash flows from investing activities | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
| Repurchase and maturity of the 2019 Senior Secured Notes | ( | ( | ||||||||||||||||||||||||||||||
| Repayment of other long-term debt and finance lease obligations | ( | ( | ( | |||||||||||||||||||||||||||||
| Payment of in-orbit incentive obligations | ( | ( | ||||||||||||||||||||||||||||||
| Capital contribution from EchoStar | ||||||||||||||||||||||||||||||||
| Contribution (distributions) and advances (to) from parent, net | ( | |||||||||||||||||||||||||||||||
| Net cash flows from financing activities | ( | ( | ( | |||||||||||||||||||||||||||||
| Effect of exchange rates on cash and cash equivalents | ( | ( | ||||||||||||||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ( | ( | |||||||||||||||||||||||||||||
| Cash and cash equivalents, including restricted amounts, beginning of period | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents, including restricted amounts, end of period | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
F-71
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 23. SUPPLEMENTAL FINANCIAL INFORMATION
Research and Development
The following table presents the research and development costs incurred in connection with customers’ orders:
| For the years ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Cost of sales - equipment | $ | $ | $ | ||||||||||||||
| Research and development expenses | $ | $ | $ | ||||||||||||||
Advertising Costs
We incurred advertising expense of $65.1 million, $88.2 million and $75.8 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Cash and Cash Equivalents and Restricted Cash
The following table reconciles cash and cash equivalents and restricted cash, as presented in the Consolidated Balance Sheets to the total of the same as presented in the Consolidated Statements of Cash Flows:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
Cash and cash equivalents, including restricted amounts, beginning of period: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Restricted cash | ||||||||||||||||||||
| Total cash and cash equivalents, included restricted amounts, beginning of period | $ | $ | $ | |||||||||||||||||
Cash and cash equivalents, including restricted amounts, end of period: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Restricted cash | ||||||||||||||||||||
| Total cash and cash equivalents, included restricted amounts, end of period | $ | $ | $ | |||||||||||||||||
F-72
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Other current assets, net: | ||||||||||||||
| Trade accounts receivable - DISH Network | ||||||||||||||
| Inventory | ||||||||||||||
| Prepaids and deposits | ||||||||||||||
| Related party receivables - EchoStar | $ | $ | ||||||||||||
| Other, net | ||||||||||||||
| Total other current assets | $ | $ | ||||||||||||
| Other non-current assets, net: | ||||||||||||||
| Restricted cash | $ | $ | ||||||||||||
| Deferred tax assets, net | ||||||||||||||
| Capitalized software, net | ||||||||||||||
| Contract acquisition costs, net | ||||||||||||||
| Contract fulfillment costs, net | ||||||||||||||
| Related party receivables - EchoStar | ||||||||||||||
| Other, net | ||||||||||||||
| Total other non-current assets, net | $ | $ | ||||||||||||
The following table presents the activity in our allowance for doubtful accounts, which is included within Other, net in each of Other current assets, net and Other non-current assets, net in the table above:
| For the year ended December 31, 2020 | ||||||||||||||
| Other current assets, net | Other non-current assets, net | |||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||
Credit losses (1) | ||||||||||||||
| Foreign currency translation | ( | |||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
F-73
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Accrued expenses and other current liabilities: | ||||||||||||||
| Related party payables - EchoStar | $ | $ | ||||||||||||
| Trade accounts payable - DISH Network | ||||||||||||||
| Accrued interest | ||||||||||||||
| Accrued compensation | ||||||||||||||
| Accrued taxes | ||||||||||||||
| Operating lease obligation | ||||||||||||||
| Other | ||||||||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||||||||
| Other non-current liabilities: | ||||||||||||||
| Related party payables - EchoStar | $ | $ | ||||||||||||
| Other | ||||||||||||||
| Total other non-current liabilities | $ | $ | ||||||||||||
Inventory
The following table presents the components of inventory:
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work-in-process | ||||||||||||||
| Finished goods | ||||||||||||||
| Total inventory | $ | $ | ||||||||||||
Capitalized Software Costs
The following tables present the activity related to our capitalized software cost:
| As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Net carrying amount of externally marketed software | $ | $ | ||||||||||||
| Externally marketed software under development and not yet placed into service | $ | $ | ||||||||||||
F-74
HUGHES SATELLITE SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Capitalized costs related to development of externally marketed software | $ | $ | $ | |||||||||||||||||
| Amortization expense relating to externally marketed software | $ | $ | $ | |||||||||||||||||
| Weighted average useful life (in years) | ||||||||||||||||||||
Supplemental and Non-cash Investing and Financing Activities
The following table presents the supplemental and non-cash investing and financing activities:
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||||||||
| Cash paid for interest, net of amounts capitalized | $ | $ | $ | |||||||||||||||||
| Cash paid for income taxes | $ | $ | $ | |||||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||||||||
| Increase (decrease) in capital expenditures included in accounts payable, net | $ | ( | $ | $ | ||||||||||||||||
Non-cash net assets exchanged for BSS Transaction (Note 5) | $ | $ | $ | |||||||||||||||||
Non-cash net assets received in exchange for a | $ | $ | $ | |||||||||||||||||
| Contribution from EchoStar in our existing Brazilian subsidiary | $ | $ | $ | |||||||||||||||||
F-75
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Section 302 Certification
I, Michael T. Dugan, certify that:
1. I have reviewed the Annual Report on Form 10-K of Hughes Satellite Systems Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: February 23, 2021 | |||||
| /s/ Michael T. Dugan | |||||
| Chief Executive Officer, President and Director | |||||
| (Principal Executive Officer) | |||||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Section 302 Certification
I, David J. Rayner, certify that:
1. I have reviewed the Annual Report on Form 10-K of Hughes Satellite Systems Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: February 23, 2021 | |||||
| /s/ David J. Rayner | |||||
| Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer | |||||
| (Principal Financial and Accounting Officer) | |||||
EXHIBIT 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
Section 906 Certifications
In connection with the annual report for the year ended December 31, 2020 on Form 10-K (the “Annual Report”), of Hughes Satellite Systems Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof, we, Michael T. Dugan and David J. Rayner, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
(i) the Annual Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934; and
(ii) the information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: February 23, 2021 | ||||||||
| /s/ Michael T. Dugan | ||||||||
| Name: | Michael T. Dugan | |||||||
| Title: | Chief Executive Officer, President and Director (Principal Executive Officer) | |||||||
| /s/ David J. Rayner | ||||||||
| Name: | David J. Rayner | |||||||
| Title: | Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer | |||||||
| (Principal Financial and Accounting Officer) | ||||||||
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Annual Report or as a separate disclosure document.
A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO THE COMPANY AND WILL BE RETAINED BY THE COMPANY AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.
Exhibit 99.1
EchoStar Announces Financial Results for Three and Twelve Months Ended December 31, 2020
Englewood, CO, February 23, 2021—EchoStar Corporation (NASDAQ: SATS) today announced its financial results for the three and twelve months ended December 31, 2020.
Three Months Ended December 31, 2020 Financial Highlights:
•Consolidated revenues of $489.3 million.
•Net loss from continuing operations of $2.6 million, consolidated net income attributable to EchoStar common stock of $0.1 million, and diluted earnings per share of $0.01.
•Consolidated Adjusted EBITDA of $166.7 million (see discussion and the reconciliation of GAAP to this non-GAAP measure below).
Twelve Months Ended December 31, 2020 Financial Highlights:
•Consolidated revenues of $1,887.9 million.
•Net loss from continuing operations of $51.9 million, consolidated net loss attributable to EchoStar common stock of $40.2 million, and diluted loss per share of $(0.41).
•Consolidated Adjusted EBITDA of $642.9 million (see discussion and the reconciliation of GAAP to this non-GAAP measure below).
“2020 will go down in the history books as one of the most challenging on record, but it demonstrated the value of our service to businesses and families and brought out the very best of the EchoStar team,” commented Michael Dugan, CEO and President of EchoStar. “Thanks to their efforts and accomplishments in every market sector, we delivered solid financial results and grew revenue, net income, and Adjusted EBITDA over 2019. We remain excited about our position in the industry and our ability to grow as the demand for connectivity continues to increase.”
Three Months Ended December 31, 2020 - Additional Information:
•Consolidated revenue was down $9.7 million year over year primarily driven by lower equipment sales as well as an estimated negative foreign exchange impact of $10.3 million.
•Adjusted EBITDA increased 7.0% or $10.8 million year over year.
◦Hughes segment Adjusted EBITDA increased $11.7 million year over year. The increase was driven primarily by the higher margin associated with the growth in our consumer broadband service and lower sales and marketing spend.
◦ESS segment Adjusted EBITDA was flat year over year.
◦Corporate and Other segment Adjusted EBITDA decreased by $0.9 million year over year. The decrease was primarily due to higher spend on corporate development projects.
•Net loss from continuing operations was $2.6 million, an improvement of $53.7 million from last year. The change was primarily due to higher operating income of $6.5 million, lower net interest expense of $47.5 million driven primarily by $58.5 million of interest expense accrued in the fourth quarter of 2019 related to our license fee dispute with the government of India, improvement in foreign currency transactions, net, of $5.7 million, and higher gains on investments, net, of $5.6 million. This was partially offset by higher income tax provision, net, of $9.9 million.
•Total Hughes broadband subscribers are approximately 1,564,000 as of December 31, 2020. Subscribers in the US decreased by 27,000 to approximately 1,189,000. In Latin America, subscribers increased by 11,000 to approximately 375,000.
•Based on an updated schedule from Maxar, the Jupiter 3 satellite is expected to launch in the second half of 2022. In December 2020, we contracted for the launch of the satellite.
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•For the three months ended December 31, 2020, approximately 69% of Hughes segment revenue was attributable to our consumer customers with approximately 31% attributable to our enterprise customers.
•Cash, cash equivalents and current marketable investment securities were $2.5 billion as of December 31, 2020.
•In December 2020, we purchased 1,708,907 shares of our Class A common stock in the open market. From January 1, 2021 through February 11, 2021, we purchased 2,851,841 shares of our Class A common stock in the open market.
Set forth below is a table highlighting certain of EchoStar’s segment results for the three and twelve months ended December 31, 2020 and 2019 (amounts in thousands) from continuing operations (all US GAAP amounts reference results from continuing operations):
| For the three months ended December 31, | For the twelve months ended December 31, | |||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||
Hughes | $ | 482,418 | $ | 491,823 | $ | 1,860,834 | $ | 1,852,742 | ||||||||||||||||||
EchoStar Satellite Services | 4,165 | 4,384 | 17,398 | 16,257 | ||||||||||||||||||||||
Corporate and Other | 2,690 | 2,799 | 9,675 | 17,082 | ||||||||||||||||||||||
Total revenue | $ | 489,273 | $ | 499,006 | $ | 1,887,907 | $ | 1,886,081 | ||||||||||||||||||
Adjusted EBITDA | ||||||||||||||||||||||||||
Hughes | $ | 188,389 | $ | 176,738 | $ | 723,343 | $ | 666,890 | ||||||||||||||||||
EchoStar Satellite Services | 2,026 | 1,988 | 7,873 | 6,994 | ||||||||||||||||||||||
Corporate & Other: | ||||||||||||||||||||||||||
Corporate overhead, operating and other | (23,920) | (23,090) | (87,867) | (81,859) | ||||||||||||||||||||||
Equity in earnings (losses) of unconsolidated affiliates, net | 226 | 250 | (434) | (9,257) | ||||||||||||||||||||||
Total Corporate & Other | (23,694) | (22,840) | (88,301) | (91,116) | ||||||||||||||||||||||
Total Adjusted EBITDA | $ | 166,721 | $ | 155,886 | $ | 642,915 | $ | 582,768 | ||||||||||||||||||
Expenditures for property and equipment | $ | 113,757 | $ | 103,723 | $ | 408,798 | $ | 418,074 | ||||||||||||||||||
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Reconciliation of GAAP to Non-GAAP Measurement (amounts in thousands):
| For the three months ended December 31, | For the twelve months ended December 31, | |||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||||
| Net income (loss) | $ | (2,597) | $ | (63,094) | $ | (51,904) | $ | (74,252) | ||||||||||||||||||
| Interest income, net | (6,275) | (17,535) | (39,982) | (82,352) | ||||||||||||||||||||||
| Interest expense, net of amounts capitalized | 35,469 | 94,203 | 147,927 | 251,016 | ||||||||||||||||||||||
| Income tax provision (benefit), net | 17,760 | 7,882 | 24,069 | 20,488 | ||||||||||||||||||||||
| Depreciation and amortization | 132,934 | 129,146 | 525,011 | 490,765 | ||||||||||||||||||||||
| Net (income) loss from discontinued operations | — | 6,821 | — | (39,401) | ||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | 2,714 | 9,976 | 11,754 | 11,335 | ||||||||||||||||||||||
EBITDA | 180,005 | 167,399 | 616,875 | 577,599 | ||||||||||||||||||||||
(Gains) losses on investments, net | (6,458) | (825) | 31,306 | (28,912) | ||||||||||||||||||||||
| Impairment of long-lived assets | 1,685 | — | 1,685 | — | ||||||||||||||||||||||
Litigation expense | — | (627) | — | 25,701 | ||||||||||||||||||||||
License fee dispute - India, net of non-controlling interests | 107 | (7,150) | (936) | (3,210) | ||||||||||||||||||||||
Foreign currency transaction (gains) losses, net | (8,618) | (2,911) | (6,015) | 11,590 | ||||||||||||||||||||||
Adjusted EBITDA | $ | 166,721 | $ | 155,886 | $ | 642,915 | $ | 582,768 | ||||||||||||||||||
Note on Use of Non-GAAP Financial Measures
EBITDA is defined as “Net income (loss)” excluding “Interest income, net,” Interest expense, net of amounts capitalized,” “Income tax benefit (provision), net,” “Depreciation and amortization,” “Net income (loss) from discontinued operations,” and “Net income (loss) attributable to non-controlling interests.”
Adjusted EBITDA is defined as EBITDA excluding “Gains and losses on investments, net,” “Foreign currency transaction gains (losses), net,” and other non-recurring or non-operational items. EBITDA and Adjusted EBITDA are not measures determined in accordance with US GAAP. EBITDA and Adjusted EBITDA are reconciled to “Net income (loss)” in the table above and should not be considered in isolation or as a substitute for operating income, net income or any other measure determined in accordance with US GAAP. Our management uses EBITDA and Adjusted EBITDA as measures of our operating efficiency and overall financial performance for benchmarking against our peers and competitors. Management believes that these non-GAAP measures provide meaningful supplemental information regarding the underlying operating performance of our business and are appropriate to enhance an overall understanding of our financial performance. Management also believes that EBITDA and Adjusted EBITDA are useful to investors because they are frequently used by securities analysts, investors, and other interested parties to evaluate the performance of companies in our industry.
The consolidated financial statements of EchoStar for the periods ended December 31, 2020 and 2019 are attached to this press release. Detailed financial data and other information are available in EchoStar’s Annual Report on Form 10-K for the period ended December 31, 2020 filed today with the Securities and Exchange Commission.
EchoStar will host a conference call and webcast to discuss its earnings on Tuesday, February 23, 2021 at 11:00 a.m. Eastern Time. The call-in numbers are (877) 815-1625 (toll-free) and (716) 247-5178 (international), Conference ID 9174397. The webcast will be available on EchoStar’s investor relations website at www.echostar.com.
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About EchoStar Corporation
EchoStar Corporation (NASDAQ: SATS) is a premier global provider of satellite communications solutions. Headquartered in Englewood, Colo., and conducting business around the globe, EchoStar is a pioneer in secure communications technologies through its Hughes Network Systems and EchoStar Satellite Services business segments.
Safe Harbor Statement under the US Private Securities Litigation Reform Act of 1995
This press release may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this release, the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “project,” “plans,” and similar expressions and the use of future dates are intended to identify forward‑looking statements. Although management believes that the expectations reflected in these forward‑looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. We assume no responsibility for the accuracy of forward-looking statements or information or for updating forward-looking information or statements. These statements are subject to certain risks, uncertainties, and assumptions. See “Risk Factors” in EchoStar’s Annual Report on Form 10-K for the period ended December 31, 2020 as filed with the Securities and Exchange Commission and in the other documents EchoStar files with the Securities and Exchange Commission from time to time.
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Contact Information
EchoStar Investor Relations | EchoStar Media Relations | ||||
Terry Brown Phone: +1 303-728-5179 Email: terry.brown@echostar.com | Sharyn Nerenberg Phone: +1 301-428-7124 Email: sharyn.nerenberg@echostar.com | ||||
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ECHOSTAR CORPORATION
Condensed Consolidated Balance Sheets
(Amounts in thousands, except per share amounts)
As of December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 896,005 | $ | 1,519,431 | ||||||||||
| Marketable investment securities | 1,638,271 | 940,623 | ||||||||||||
| Trade accounts receivable and contract assets, net | 183,989 | 196,629 | ||||||||||||
| Other current assets, net | 189,821 | 179,531 | ||||||||||||
| Total current assets | 2,908,086 | 2,836,214 | ||||||||||||
| Non-current assets: | ||||||||||||||
| Property and equipment, net | 2,390,313 | 2,528,738 | ||||||||||||
| Operating lease right-of-use assets | 128,303 | 114,042 | ||||||||||||
| Goodwill | 511,597 | 506,953 | ||||||||||||
| Regulatory authorizations, net | 478,762 | 478,598 | ||||||||||||
| Other intangible assets, net | 18,433 | 29,507 | ||||||||||||
| Other investments, net | 284,937 | 325,405 | ||||||||||||
| Other non-current assets, net | 352,921 | 334,841 | ||||||||||||
| Total non-current assets | 4,165,266 | 4,318,084 | ||||||||||||
| Total assets | $ | 7,073,352 | $ | 7,154,298 | ||||||||||
| Liabilities and Stockholders' Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Trade accounts payable | $ | 122,366 | $ | 124,080 | ||||||||||
| Current portion of long-term debt, net | 898,237 | — | ||||||||||||
| Contract liabilities | 104,569 | 101,060 | ||||||||||||
| Accrued expenses and other current liabilities | 299,999 | 270,879 | ||||||||||||
| Total current liabilities | 1,425,171 | 496,019 | ||||||||||||
| Non-current liabilities: | ||||||||||||||
| Long-term debt, net | 1,495,256 | 2,389,168 | ||||||||||||
| Deferred tax liabilities, net | 359,896 | 351,692 | ||||||||||||
| Operating lease liabilities | 114,886 | 96,941 | ||||||||||||
| Other non-current liabilities | 70,893 | 74,925 | ||||||||||||
| Total non-current liabilities | 2,040,931 | 2,912,726 | ||||||||||||
| Total liabilities | 3,466,102 | 3,408,745 | ||||||||||||
| Commitments and contingencies | ||||||||||||||
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| Stockholders' equity: | ||||||||||||||
| Preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding at both December 31, 2020 and 2019 | — | — | ||||||||||||
| Common stock, $0.001 par value, 4,000,000,000 shares authorized: | ||||||||||||||
| Class A common stock, 0.001 par value, 1,600,000,000 shares authorized, 57,254,201 shares issued and 48,863,374 shares outstanding at December 31, 2020 and 56,592,251 shares issued and 50,107,330 shares outstanding at December 31, 2019 | 57 | 57 | ||||||||||||
| Class B convertible common stock, $0.001 par value, 800,000,000 shares authorized, 47,687,039 shares issued and outstanding at both December 31, 2020 and 2019 | 48 | 48 | ||||||||||||
| Class C convertible common stock, $0.001 par value, 800,000,000 shares authorized, none issued and outstanding at both December 31, 2020 and 2019 | — | — | ||||||||||||
| Class D common stock, $0.001 par value, 800,000,000 shares authorized, none issued and outstanding at both December 31, 2020 and 2019 | — | — | ||||||||||||
| Additional paid-in capital | 3,321,426 | 3,290,483 | ||||||||||||
| Accumulated other comprehensive income (loss) | (187,876) | (122,138) | ||||||||||||
| Accumulated earnings (losses) | 583,591 | 632,809 | ||||||||||||
| Treasury stock, at cost | (174,912) | (131,454) | ||||||||||||
| Total EchoStar Corporation stockholders' equity | 3,542,334 | 3,669,805 | ||||||||||||
| Non-controlling interests | 64,916 | 75,748 | ||||||||||||
| Total stockholders' equity | 3,607,250 | 3,745,553 | ||||||||||||
| Total liabilities and stockholders' equity | $ | 7,073,352 | $ | 7,154,298 | ||||||||||
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ECHOSTAR CORPORATION
Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share amounts)
For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Revenue: | ||||||||||||||||||||
| Services and other revenue | $ | 1,682,304 | $ | 1,619,271 | $ | 1,557,228 | ||||||||||||||
| Equipment revenue | 205,603 | 266,810 | 205,410 | |||||||||||||||||
| Total revenue | 1,887,907 | 1,886,081 | 1,762,638 | |||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||
| Cost of sales - services and other (exclusive of depreciation and amortization) | 577,943 | 561,353 | 563,907 | |||||||||||||||||
| Cost of sales - equipment (exclusive of depreciation and amortization) | 166,435 | 226,002 | 176,600 | |||||||||||||||||
| Selling, general and administrative expenses | 474,912 | 509,145 | 436,088 | |||||||||||||||||
| Research and development expenses | 29,448 | 25,739 | 27,570 | |||||||||||||||||
| Depreciation and amortization | 525,011 | 490,765 | 457,116 | |||||||||||||||||
| Impairment of long-lived assets | 1,685 | — | 65,220 | |||||||||||||||||
| Total costs and expenses | 1,775,434 | 1,813,004 | 1,726,501 | |||||||||||||||||
| Operating income (loss) | 112,473 | 73,077 | 36,137 | |||||||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Interest income, net | 39,982 | 82,352 | 80,275 | |||||||||||||||||
| Interest expense, net of amounts capitalized | (147,927) | (251,016) | (219,288) | |||||||||||||||||
| Gains (losses) on investments, net | (31,306) | 28,912 | (12,622) | |||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates, net | (7,267) | (14,734) | (5,954) | |||||||||||||||||
| Foreign currency transaction gains (losses), net | 6,015 | (11,590) | (15,583) | |||||||||||||||||
| Other, net | 195 | (166) | 11,249 | |||||||||||||||||
| Total other income (expense), net | (140,308) | (166,242) | (161,923) | |||||||||||||||||
| Income (loss) from continuing operations before income taxes | (27,835) | (93,165) | (125,786) | |||||||||||||||||
| Income tax benefit (provision), net | (24,069) | (20,488) | (6,576) | |||||||||||||||||
| Net income (loss) from continuing operations | (51,904) | (113,653) | (132,362) | |||||||||||||||||
| Net income (loss) from discontinued operations | — | 39,401 | 93,729 | |||||||||||||||||
| Net income (loss) | (51,904) | (74,252) | (38,633) | |||||||||||||||||
| Less: Net loss (income) attributable to non-controlling interests | 11,754 | 11,335 | (1,842) | |||||||||||||||||
| Net income (loss) attributable to EchoStar Corporation common stock | $ | (40,150) | $ | (62,917) | $ | (40,475) | ||||||||||||||
Earnings (losses) per share - Class A and B common stock: | ||||||||||||||||||||
| Basic and diluted earnings (losses) from continuing operations per share | $ | (0.41) | $ | (1.06) | $ | (1.39) | ||||||||||||||
| Total basic and diluted earnings (losses) per share | $ | (0.41) | $ | (0.65) | $ | (0.42) | ||||||||||||||
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ECHOSTAR CORPORATION
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands, except per share amounts)
| For the years ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
| Net income (loss) | $ | (51,904) | $ | (74,252) | $ | (38,633) | ||||||||||||||
| Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||||||||||||||||||
| Depreciation and amortization | 525,011 | 588,200 | 598,178 | |||||||||||||||||
| Impairment of long-lived assets | 1,685 | — | 65,220 | |||||||||||||||||
| Losses (gains) on investments, net | 31,306 | (28,912) | 12,109 | |||||||||||||||||
| Equity in losses (earnings) of unconsolidated affiliates, net | 7,267 | 14,734 | 6,037 | |||||||||||||||||
| Foreign currency transaction losses (gains), net | (6,015) | 11,590 | 15,583 | |||||||||||||||||
| Deferred tax provision (benefit), net | 18,147 | 32,542 | 26,327 | |||||||||||||||||
| Stock-based compensation | 8,887 | 9,353 | 9,990 | |||||||||||||||||
| Amortization of debt issuance costs | 4,324 | 5,912 | 7,923 | |||||||||||||||||
| Dividends received from unconsolidated affiliates | — | 2,716 | 10,000 | |||||||||||||||||
| Other, net | (12,501) | 6,297 | (3,489) | |||||||||||||||||
| Changes in assets and current liabilities, net: | ||||||||||||||||||||
| Trade accounts receivable and contract assets, net | 2,237 | 8,289 | (17,842) | |||||||||||||||||
| Other current assets, net | (12,984) | (39,190) | 18,577 | |||||||||||||||||
| Trade accounts payable | (12,339) | 13,149 | 9,562 | |||||||||||||||||
| Contract liabilities | 3,509 | 26,376 | 7,867 | |||||||||||||||||
| Accrued expenses and other current liabilities | 42,822 | 66,352 | 12,183 | |||||||||||||||||
| Non-current assets and non-current liabilities, net | (15,064) | 13,166 | (5,070) | |||||||||||||||||
| Net cash flows from operating activities | 534,388 | 656,322 | 734,522 | |||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||
| Purchases of marketable investment securities | (2,799,838) | (993,369) | (2,973,254) | |||||||||||||||||
| Sales and maturities of marketable investment securities | 2,110,336 | 2,391,220 | 1,498,463 | |||||||||||||||||
| Expenditures for property and equipment | (408,798) | (418,584) | (555,141) | |||||||||||||||||
| Expenditures for externally marketed software | (38,655) | (29,310) | (31,639) | |||||||||||||||||
| Purchase of other investments | (5,500) | (93,687) | — | |||||||||||||||||
| Investments in unconsolidated affiliates | — | (2,149) | (115,991) | |||||||||||||||||
| Purchases of regulatory authorizations | — | (34,447) | — | |||||||||||||||||
| Refunds and other receipts related to property and equipment | — | — | 77,524 | |||||||||||||||||
| Dividend received from unconsolidated affiliate | — | 2,284 | — | |||||||||||||||||
| Sale of investment in unconsolidated affiliates | — | — | 1,558 | |||||||||||||||||
| Net cash flows from investing activities | (1,142,455) | 821,958 | (2,098,480) | |||||||||||||||||
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| Cash flows from financing activities: | ||||||||||||||||||||
| Repurchase and maturity of the 2019 Senior Secured Notes | — | (920,923) | (70,173) | |||||||||||||||||
| Repayment of other long-term debt and finance lease obligations | (811) | (29,347) | (41,019) | |||||||||||||||||
| Payment of in-orbit incentive obligations | (1,554) | (5,447) | (5,350) | |||||||||||||||||
| Net proceeds from Class A common stock options exercised | 855 | 67,337 | 4,424 | |||||||||||||||||
| Net proceeds from Class A common stock issued under the Employee Stock Purchase Plan | 10,109 | 9,779 | 9,368 | |||||||||||||||||
| Treasury share purchase | (43,458) | — | (33,292) | |||||||||||||||||
| Contribution by non-controlling interest holder | 18,241 | — | — | |||||||||||||||||
| Purchase of non-controlling interest | — | (7,313) | — | |||||||||||||||||
| Other, net | 998 | 603 | (521) | |||||||||||||||||
| Net cash flows from financing activities | (15,620) | (885,311) | (136,563) | |||||||||||||||||
| Effect of exchange rates on cash and cash equivalents | (1,390) | (575) | (2,233) | |||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | (625,077) | 592,394 | (1,502,754) | |||||||||||||||||
| Cash and cash equivalents, including restricted amounts, beginning of period | 1,521,889 | 929,495 | 2,432,249 | |||||||||||||||||
| Cash and cash equivalents, including restricted amounts, end of period | $ | 896,812 | $ | 1,521,889 | $ | 929,495 | ||||||||||||||
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