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EX-31.1 - EX-31.1 - Hughes Satellite Systems Corpa15-23245_1ex31d1.htm
EX-32.1 - EX-32.1 - Hughes Satellite Systems Corpa15-23245_1ex32d1.htm
EX-10.31 - EX-10.31 - Hughes Satellite Systems Corpa15-23245_1ex10d31.htm
EX-10.34 - EX-10.34 - Hughes Satellite Systems Corpa15-23245_1ex10d34.htm
EX-10.35 - EX-10.35 - Hughes Satellite Systems Corpa15-23245_1ex10d35.htm
EX-10.33 - EX-10.33 - Hughes Satellite Systems Corpa15-23245_1ex10d33.htm
EX-10.32 - EX-10.32 - Hughes Satellite Systems Corpa15-23245_1ex10d32.htm
10-K - 10-K - Hughes Satellite Systems Corpa15-23245_110k.htm
EX-31.2 - EX-31.2 - Hughes Satellite Systems Corpa15-23245_1ex31d2.htm
EX-10.36 - EX-10.36 - Hughes Satellite Systems Corpa15-23245_1ex10d36.htm

EXHIBIT 99.1

 

Unaudited Condensed Attributed Financial Information for Hughes Retail Group

 

On March 1, 2014, EchoStar Corporation (“EchoStar”) issued shares of its newly authorized Hughes Retail Preferred Tracking Stock (the “EchoStar Tracking Stock”) and Hughes Satellite Systems Corporation (“HSS”), a subsidiary of EchoStar, also issued shares of its newly authorized Hughes Retail Preferred Tracking Stock (the “HSS Tracking Stock” and together with the EchoStar Tracking Stock, the “Tracking Stock”) to certain subsidiaries of DISH Network Corporation.

 

The Tracking Stock is intended to reflect the separate performance of the Hughes Retail Group, which is comprised primarily of our business of providing satellite broadband internet services to residential retail subscribers, including the assets and liabilities primarily associated with the operation of the business; and the business operations, revenue, billings, operating and other direct and indirect support activities to provide services to the business and Hughes retail subscribers.  The Hughes Retail Group also includes any proceeds associated with a sale or transfer of the Hughes Retail Group or any assets of the Hughes Retail Group, and any other assets acquired by or for the account of the Hughes Retail Group or otherwise attributed, contributed, allocated or transferred to the Hughes Retail Group from time to time.  The HSSC Group is comprised of all existing and future businesses of Hughes Satellite Systems Corporation and its subsidiaries, excluding the Hughes Retail Group.

 

Holders of the Tracking Stock are holders of capital stock of the issuer (EchoStar or HSS) and are subject to risks associated with an investment in the issuer and all of its businesses, assets and liabilities.  The issuance of the Tracking Stock does not affect the rights of our creditors or the creditors of our subsidiaries.  Notwithstanding the following attribution of assets, liabilities, revenue, expenses and cash flows to the Hughes Retail Group and the HSSC Group, our tracking stock structure does not affect the ownership of or the legal title to our assets or responsibility for our liabilities.

 

The accompanying condensed attributed financial information as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013are unaudited. The Company’s management is solely responsible for this financial information and believes that it has been prepared in conformity with accounting principles generally accepted in the United States.

 

The following tables present our consolidated assets and liabilities as of December 31, 2015 and 2014 and our consolidated revenue, expenses and cash flows for the years ended December 31, 2015, 2014 and 2013.  The tables further present our assets, liabilities, revenue, expenses and cash flows that are attributed to the Hughes Retail Group as if that business and its assets had been attributed to that group at the beginning of each period.  As a result of our Policy Statement adopted as of March 1, 2014, we used different attribution methods for certain items in periods prior to March 1, 2014.  Therefore, the attributed financial position, results of operations and cash flows of the Hughes Retail Group and all other operations are not directly comparable to the corresponding attributed financial information for periods after March 1, 2014.  The financial information in this Exhibit should be read in conjunction with our consolidated financial statements for the period ended December 31, 2015 included in our Annual Report on Form 10-K.

 

1



 

Condensed Attributed Balance Sheets

(In thousands)

(Unaudited)

 

 

 

Attributed

 

Attributed

 

 

 

As of December 31, 2015

 

As of December 31, 2014

 

 

 

Hughes

 

 

 

 

 

 

 

Hughes

 

 

 

 

 

 

 

 

 

Retail

 

HSSC

 

Inter-Group

 

HSS

 

Retail

 

HSSC

 

Inter-Group

 

HSS

 

 

 

Group

 

Group

 

Eliminations

 

Consolidated

 

Group

 

Group

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and marketable investment securities

 

$

 

$

636,333

 

$

 

$

636,333

 

$

 

$

620,549

 

$

 

$

620,549

 

Trade accounts receivable, net

 

27,094

 

112,416

 

 

139,510

 

29,086

 

111,107

 

 

140,193

 

Trade accounts receivable - DISH Network, net

 

 

21,258

 

 

21,258

 

 

19,249

 

 

19,249

 

Inventory

 

6,699

 

43,665

 

(1,567

)

48,797

 

8,282

 

45,214

 

(1,899

)

51,597

 

Deferred tax assets

 

 

 

 

 

4,982

 

152,967

 

 

157,949

 

Prepaids and deposits

 

990

 

37,232

 

 

38,222

 

592

 

30,346

 

 

30,938

 

Inter-group advances

 

 

30,398

 

(30,398

)

 

 

27,449

 

(27,449

)

 

Other current assets

 

 

60,660

 

 

60,660

 

 

8,361

 

 

8,361

 

Total current assets

 

34,783

 

941,962

 

(31,965

)

944,780

 

42,942

 

1,015,242

 

(29,348

)

1,028,836

 

Noncurrent Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash and cash equivalents

 

 

20,140

 

 

20,140

 

 

17,652

 

 

17,652

 

Property and equipment, net

 

162,497

 

2,118,727

 

(15,822

)

2,265,402

 

166,145

 

2,116,777

 

(8,354

)

2,274,568

 

Regulatory authorizations, net

 

 

471,658

 

 

471,658

 

 

471,658

 

 

471,658

 

Goodwill

 

260,000

 

244,173

 

 

504,173

 

260,000

 

244,173

 

 

504,173

 

Other intangible assets, net

 

31,488

 

83,932

 

 

115,420

 

51,088

 

106,012

 

 

157,100

 

Economic interest in Hughes Retail Group

 

 

320,412

 

(320,412

)

 

 

334,742

 

(334,742

)

 

Investments in unconsolidated entities

 

 

41,481

 

 

41,481

 

 

32,969

 

 

32,969

 

Deferred tax assets

 

19,685

 

3,816

 

(19,685

)

3,816

 

 

 

 

 

Other noncurrent assets, net

 

35,277

 

201,075

 

(667

)

235,685

 

40,997

 

137,278

 

(647

)

177,628

 

Total noncurrent assets

 

508,947

 

3,505,414

 

(356,586

)

3,657,775

 

518,230

 

3,461,261

 

(343,743

)

3,635,748

 

Total assets

 

$

543,730

 

$

4,447,376

 

$

(388,551

)

$

4,602,555

 

$

561,172

 

$

4,476,503

 

$

(373,091

)

$

4,664,584

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

12,023

 

$

85,644

 

$

 

$

97,667

 

$

12,613

 

$

81,188

 

$

 

$

93,801

 

Current portion of long-term debt and capital lease obligations

 

 

30,284

 

 

30,284

 

 

39,746

 

 

39,746

 

Deferred revenue and prepayments

 

26,636

 

30,857

 

 

57,493

 

26,504

 

34,559

 

 

61,063

 

Accrued compensation

 

 

18,932

 

 

18,932

 

 

20,128

 

 

20,128

 

Advances from affiliates, net

 

 

3,773

 

 

3,773

 

 

23,792

 

 

23,792

 

Inter-group advances

 

30,398

 

 

(30,398

)

 

27,449

 

 

(27,449

)

 

Accrued expenses and other

 

26,399

 

78,412

 

 

104,811

 

15,167

 

76,256

 

 

91,423

 

Total current liabilities

 

95,456

 

247,902

 

(30,398

)

312,960

 

81,733

 

275,669

 

(27,449

)

329,953

 

Noncurrent Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt and capital lease obligations, net of current portion

 

 

2,186,264

 

 

2,186,264

 

 

2,325,417

 

 

2,325,417

 

Deferred tax liabilities

 

 

472,035

 

(19,685

)

452,350

 

9,457

 

530,103

 

 

539,560

 

Advances from affiliates

 

 

25,283

 

 

25,283

 

 

8,352

 

 

8,352

 

Other noncurrent liabilities

 

2,576

 

81,482

 

 

84,058

 

4,351

 

87,354

 

 

91,705

 

Total noncurrent liabilities

 

2,576

 

2,765,064

 

(19,685

)

2,747,955

 

13,808

 

2,951,226

 

 

2,965,034

 

Total liabilities

 

98,032

 

3,012,966

 

(50,083

)

3,060,915

 

95,541

 

3,226,895

 

(27,449

)

3,294,987

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred and Common Stock

 

 

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity/ Attributed net assets (liabilities)

 

445,698

 

1,423,100

 

(338,468

)

1,530,330

 

465,631

 

1,239,595

 

(345,642

)

1,359,584

 

Noncontrolling interests

 

 

11,310

 

 

11,310

 

 

10,013

 

 

10,013

 

Total shareholders’ equity

 

445,698

 

1,434,410

 

(338,468

)

1,541,640

 

465,631

 

1,249,608

 

(345,642

)

1,369,597

 

Total liabilities and equity/attributed net assets (liabilities)

 

$

543,730

 

$

4,447,376

 

$

(388,551

)

$

4,602,555

 

$

561,172

 

$

4,476,503

 

$

(373,091

)

$

4,664,584

 

 

2



 

Condensed Attributed Statements of Operations

(In thousands)

(Unaudited)

 

 

 

Attributed

 

Attributed

 

Attributed

 

 

 

For the Year Ended December 31, 2015

 

For the Year Ended December 31, 2014

 

For the Year Ended December 31, 2013

 

 

 

Hughes

 

 

 

 

 

 

 

Hughes

 

 

 

 

 

 

 

Hughes

 

 

 

 

 

 

 

 

 

Retail

 

HSSC

 

Inter-Group

 

HSS

 

Retail

 

HSSC

 

Inter-Group

 

HSS

 

Retail

 

HSSC

 

Inter-Group

 

HSS

 

 

 

Group

 

Group

 

Eliminations

 

Consolidated

 

Group

 

Group

 

Eliminations

 

Consolidated

 

Group

 

Group

 

Eliminations

 

Consolidated

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services and equipment revenue - other

 

$

613,708

 

$

1,022,256

 

$

(328,437

)

$

1,307,527

 

$

562,495

 

$

990,940

 

$

(265,386

)

$

1,288,049

 

$

505,989

 

$

675,859

 

$

 

$

1,181,848

 

Services and equipment revenue - DISH Network

 

 

529,605

 

 

529,605

 

 

519,928

 

 

519,928

 

 

361,043

 

 

361,043

 

Total revenue

 

613,708

 

1,551,861

 

(328,437

)

1,837,132

 

562,495

 

1,510,868

 

(265,386

)

1,807,977

 

505,989

 

1,036,902

 

 

1,542,891

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales (exclusive of depreciation and amortization)

 

360,947

 

675,888

 

(315,827

)

721,008

 

320,127

 

677,946

 

(253,133

)

744,940

 

251,634

 

487,603

 

 

739,237

 

Selling, general and administrative expenses

 

146,163

 

130,453

 

 

276,616

 

143,987

 

120,623

 

 

264,610

 

131,115

 

108,149

 

 

239,264

 

Research and development expenses

 

 

26,377

 

 

26,377

 

878

 

19,314

 

 

20,192

 

7,338

 

14,507

 

 

21,845

 

Depreciation and amortization

 

139,443

 

296,138

 

(5,454

)

430,127

 

134,952

 

318,538

 

(1,352

)

452,138

 

122,259

 

281,217

 

 

403,476

 

Impairment of long-lived assets

 

 

 

 

 

 

 

 

 

 

34,664

 

 

34,664

 

Total costs and expenses

 

646,553

 

1,128,856

 

(321,281

)

1,454,128

 

599,944

 

1,136,421

 

(254,485

)

1,481,880

 

512,346

 

926,140

 

 

1,438,486

 

Operating income (loss)

 

(32,845

)

423,005

 

(7,156

)

383,004

 

(37,449

)

374,447

 

(10,901

)

326,097

 

(6,357

)

110,762

 

 

104,405

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

4,569

 

(153

)

4,416

 

1

 

3,279

 

(46

)

3,234

 

 

7,487

 

 

7,487

 

Interest expense, net of amounts capitalized

 

(153

)

(169,150

)

153

 

(169,150

)

(45

)

(191,259

)

46

 

(191,258

)

 

(197,062

)

 

(197,062

)

Loss from partial redemption of debt

 

 

(5,044

)

 

(5,044

)

 

 

 

 

 

 

 

 

Other-than-temporary impairment on marketable investment securities

 

 

(6,139

)

 

(6,139

)

 

 

 

 

 

 

 

 

Gains (losses) in marketable investment securities, net

 

 

(6,463

)

 

(6,463

)

 

(32

)

 

(32

)

 

1,681

 

 

1,681

 

Equity in earnings of unconsolidated affiliate

 

 

8,502

 

 

8,502

 

 

5,121

 

 

5,121

 

 

4,288

 

 

4,288

 

Economic interest in earnings (loss) of Hughes Retail Group

 

 

(14,330

)

14,330

 

 

 

(15,943

)

15,943

 

 

 

(3,841

)

3,841

 

 

Other, net

 

 

2,222

 

 

2,222

 

 

(485

)

 

(485

)

 

8,853

 

 

8,853

 

Total other income (expense), net

 

(153

)

(185,833

)

14,330

 

(171,656

)

(44

)

(199,319

)

15,943

 

(183,420

)

 

(178,594

)

3,841

 

(174,753

)

Income (loss) before income taxes

 

(32,998

)

237,172

 

7,174

 

211,348

 

(37,493

)

175,128

 

5,042

 

142,677

 

(6,357

)

(67,832

)

3,841

 

(70,348

)

Income tax benefit (provision), net

 

13,065

 

(85,429

)

 

(72,364

)

14,836

 

(54,931

)

 

(40,095

)

2,516

 

33,009

 

 

35,525

 

Net income (loss)

 

(19,933

)

151,743

 

7,174

 

138,984

 

(22,657

)

120,197

 

5,042

 

102,582

 

(3,841

)

(34,823

)

3,841

 

(34,823

)

Less: Net income attributable to noncontrolling interests

 

 

1,617

 

 

1,617

 

 

1,389

 

 

1,389

 

 

876

 

 

876

 

Net income (loss) attributable to HSS

 

$

(19,933

)

$

150,126

 

$

7,174

 

$

137,367

 

$

(22,657

)

$

118,808

 

$

5,042

 

$

101,193

 

$

(3,841

)

$

(35,699

)

$

3,841

 

$

(35,699

)

 

3



 

Condensed Attributed Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Attributed

 

Attributed

 

Attributed

 

 

 

For the Year Ended December 31, 2015

 

For the Year Ended December 31, 2014

 

For the Year Ended December 31, 2013

 

 

 

Hughes

 

 

 

 

 

 

 

Hughes

 

 

 

 

 

 

 

Hughes

 

 

 

 

 

 

 

 

 

Retail

 

HSSC

 

Inter-Group

 

HSS

 

Retail

 

HSSC

 

Inter-Group

 

HSS

 

Retail

 

HSSC

 

Inter-Group

 

HSS

 

 

 

Group

 

Group

 

Eliminations

 

Consolidated

 

Group

 

Group

 

Eliminations

 

Consolidated

 

Group

 

Group

 

Eliminations

 

Consolidated

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(19,933

)

$

151,743

 

$

7,174

 

$

138,984

 

$

(22,657

)

$

120,197

 

$

5,042

 

$

102,582

 

$

(3,841

)

$

(34,823

)

$

3,841

 

$

(34,823

)

Adjustments to reconcile net income (loss) to net cash flows from  operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

139,443

 

296,138

 

(5,454

)

430,127

 

134,952

 

318,538

 

(1,352

)

452,138

 

122,259

 

281,217

 

 

403,476

 

Equity in earnings of unconsolidated affiliate

 

 

(8,502

)

 

(8,502

)

 

(5,121

)

 

(5,121

)

 

(4,288

)

 

(4,288

)

Economic interest in loss (earnings) of Hughes Retail Group

 

 

14,330

 

(14,330

)

 

 

15,943

 

(15,943

)

 

 

3,841

 

(3,841

)

 

Amortization of debt issuance costs

 

 

6,042

 

 

6,042

 

 

5,813

 

 

5,813

 

 

5,401

 

 

5,401

 

Loss from partial redemption of debt

 

 

5,044

 

 

5,044

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses (gains) and other-than-temporary impairments on marketable investment securities, net

 

 

12,602

 

 

12,602

 

 

32

 

 

32

 

 

(1,681

)

 

(1,681

)

Impairment of long-lived assets

 

 

 

 

 

 

 

 

 

 

34,664

 

 

34,664

 

Stock-based compensation

 

 

5,204

 

 

5,204

 

 

3,152

 

 

3,152

 

 

1,769

 

 

1,769

 

Deferred tax provision (benefit)

 

(24,162

)

92,173

 

 

68,011

 

(31,607

)

65,099

 

 

33,492

 

(10,801

)

(30,306

)

 

(41,107

)

Changes in current assets and current liabilities, net

 

13,951

 

(102,616

)

(331

)

(88,996

)

18,996

 

47,052

 

1,899

 

67,947

 

1,185

 

(2,816

)

 

(1,631

)

Changes in noncurrent assets and noncurrent liabilities, net

 

3,946

 

4,072

 

20

 

8,038

 

(687

)

(8,503

)

647

 

(8,543

)

(20,874

)

(5,340

)

 

(26,214

)

Other, net

 

 

(1,064

)

 

(1,064

)

 

2,080

 

 

2,080

 

 

(13,518

)

 

(13,518

)

Net cash flows from operating activities

 

113,245

 

475,166

 

(12,921

)

575,490

 

98,997

 

564,282

 

(9,707

)

653,572

 

87,928

 

234,120

 

 

322,048

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of marketable investment securities

 

 

(208,821

)

 

(208,821

)

 

(509,814

)

 

(509,814

)

 

(125,802

)

 

(125,802

)

Sales and maturities of marketable investment securities

 

 

355,202

 

 

355,202

 

 

234,970

 

 

234,970

 

 

57,399

 

 

57,399

 

Purchases of property and equipment

 

(116,194

)

(283,441

)

12,921

 

(386,714

)

(125,882

)

(131,166

)

9,707

 

(247,341

)

(120,734

)

(78,527

)

 

(199,261

)

Transfer of regulatory authorization to DISH Network

 

 

 

 

 

 

 

 

 

 

23,148

 

 

23,148

 

Change in restricted cash and cash equivalents

 

 

(2,488

)

 

(2,488

)

 

(2,538

)

 

(2,538

)

 

12,952

 

 

12,952

 

Inter-group advances

 

 

(2,949

)

2,949

 

 

 

(27,449

)

27,449

 

 

 

 

 

 

Expenditures for externally marketed software

 

 

(22,327

)

 

(22,327

)

 

(22,955

)

 

(22,955

)

 

(17,215

)

 

(17,215

)

Other, net

 

 

(11,885

)

 

(11,885

)

 

(35

)

 

(35

)

 

2,163

 

 

2,163

 

Net cash flows from investing activities

 

(116,194

)

(176,709

)

15,870

 

(277,033

)

(125,882

)

(458,987

)

37,156

 

(547,713

)

(120,734

)

(125,882

)

 

(246,616

)

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Proceeds from issuance of Hughes Retail Preferred Tracking Stock

 

 

 

 

 

 

10,601

 

 

10,601

 

 

 

 

 

Repayment of 6 1/2% Senior Notes Due 2019 and related premium

 

 

(113,300

)

 

(113,300

)

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of other long-term debt and capital lease obligations

 

 

(39,441

)

 

(39,441

)

 

(59,835

)

 

(59,835

)

 

(63,506

)

 

(63,506

)

Contributions from parent

 

 

 

 

 

 

 

 

 

 

10,219

 

 

10,219

 

Advances from affiliates

 

 

 

20,002

 

 

 

20,002

 

 

 

 

 

 

 

 

 

Inter-group advances

 

2,949

 

 

(2,949

)

 

27,449

 

 

(27,449

)

 

 

 

 

 

Inter-group equity contributions (distributions), net

 

 

 

 

 

(564

)

564

 

 

 

32,806

 

(32,806

)

 

 

Other, net

 

 

(5,154

)

 

(5,154

)

 

107

 

 

107

 

 

2,716

 

 

2,716

 

Net cash flows from financing activities

 

2,949

 

(137,893

)

(2,949

)

(137,893

)

26,885

 

(48,563

)

(27,449

)

(49,127

)

32,806

 

(83,377

)

 

(50,571

)

Effect of exchange rates on cash and cash equivalents

 

 

(3,131

)

 

(3,131

)

 

5,116

 

 

5,116

 

 

2,629

 

 

2,629

 

Net increase (decrease) in cash and cash equivalents

 

 

157,433

 

 

157,433

 

 

61,848

 

 

61,848

 

 

27,490

 

 

27,490

 

Cash and cash equivalents, beginning of period

 

 

225,557

 

 

225,557

 

 

163,709

 

 

163,709

 

 

136,219

 

 

136,219

 

Cash and cash equivalents, end of period

 

$

 

$

382,990

 

$

 

$

382,990

 

$

 

$

225,557

 

$

 

$

225,557

 

$

 

$

163,709

 

$

 

$

163,709

 

 

4



 

NOTES TO CONDENSED ATTRIBUTED FINANCIAL INFORMATION

(Unaudited)

 

Note 1.         Business Description

 

The Hughes Retail Group is generally comprised of our business of providing satellite broadband internet services to residential retail subscribers, including the assets and liabilities primarily associated with the operation of the business, and the business operations, revenue, billings, operating and other direct and indirect support activities to provide services to the business and Hughes retail subscribers.  The Hughes Retail Group also includes any proceeds associated with a sale or transfer of the Hughes Retail Group or any assets of the Hughes Retail Group, and any other assets acquired by or for the account of the Hughes Retail Group or otherwise attributed, contributed, allocated or transferred to the Hughes Retail Group from time to time.  The HSSC Group consists of all other operations of HSS, including all existing and future businesses other than the Hughes Retail Group.  HSS has adopted a policy statement (the “Policy Statement”) as described in Note 2 below, which sets forth management and allocation policies for purposes of attributing all of the business and operations of HSS to either the Hughes Retail Group or the HSSC Group (each as fully defined in the Policy Statement and collectively, the “Groups”).

 

Note 2.         Basis of Presentation

 

The overall objective of the attributed financial information is to present HSS’ attributed amounts reported in its consolidated financial statements to the Hughes Retail Group and the HSSC Group.  The Policy Statement contains specific provisions that determine how certain assets, liabilities, revenue and expenses are attributed to the Groups, effective March 1, 2014.  The Policy Statement does not explicitly address the attribution of all amounts reported in our consolidated financial statements; accordingly, management applies judgment in attributing certain amounts based on its assessment of the activities of the Groups and the guiding principles set forth in the Policy Statement.  In addition, because the Policy Statement was not effective in periods prior to March 1, 2014, it has limited applicability to the attributed financial information for such periods.

 

Set forth below is an overview of the Policy Statement and additional discussion about how we have attributed amounts in our consolidated financial statements to the Groups.

 

Policy Statement

 

In accordance with the Policy Statement, all existing and future retail subscribers, including related customer contracts, are attributed to the Hughes Retail Group.  Assets and liabilities that are directly related to the Hughes Retail Group are attributed to the Hughes Retail Group, including certain accounts receivable, inventory, property and equipment, deferred subscriber acquisition costs, intangible assets and tax related assets and liabilities.  To the extent practicable, costs and expenses are attributed without markup to the Hughes Retail Group or the HSSC Group based on specific identification.  Common or shared costs, including corporate overhead, are allocated between the Hughes Retail Group and the HSSC Group using objective methods and criteria that reflect the relative usage of the corresponding functions or services.  Where resources are shared by the Groups and determinations based on use alone are not practicable, we use other methods and criteria that we believe are fair and result in a reasonable estimate of the costs associated with operation, utilization, and maintenance of such resources to each Group.  Such methods and criteria may include allocations based on revenue, operating costs, square footage, headcount or management estimates.  Under the documents governing the Tracking Stock, any change in our management’s allocation methodologies requires the consent of the holders of a majority of the outstanding shares of the Tracking Stock, but does not require the consent of our common shareholders.

 

The Hughes Retail Group utilizes broadband satellite capacity that is operated and maintained by the HSSC Group.  The Policy Statement provides for a monthly charge to the Hughes Retail Group for its utilization of such capacity based on the number of retail subscribers and revenue per month.  In addition, the Policy Statement establishes pricing for the Hughes Retail Group purchases of customer rental equipment from the HSSC Group based on cost plus a fixed margin percentage.  Income taxes incurred by HSS and its subsidiaries that include operations of the Hughes Retail Group are allocated between the HSSC Group and the Hughes Retail Group based primarily on the relative amounts of earnings or loss attributable to each Group.

 

5



 

NOTES TO CONDENSED ATTRIBUTED FINANCIAL INFORMATION - Continued

(Unaudited)

 

The various attributions, allocations and inter-group charges provided for in the Policy Statement generally do not affect the amounts reported in HSS’ consolidated financial statements, except for effects on the attribution of equity and net income or loss between the holders of Tracking Stock and HSS’ common shareholders.  The Policy Statement also does not significantly affect the way that the Hughes segment management assesses operating performance and allocates resources.  In addition, our chief operating decision maker reviews the Hughes Retail Group financial information only to the extent such information is included in our periodic filings with the SEC. Therefore we do not consider the Hughes Retail Group to be a separate operating segment.

 

Balance Sheet Attributions

 

Assets attributed to the Hughes Retail Group based on specific identification consist primarily of trade accounts receivable from retail broadband subscribers, property and equipment (primarily customer rental equipment) used solely in the retail business, and deferred subscriber acquisition costs included in other noncurrent assets.  Goodwill and other intangible assets (primarily customer relationships, developed technology and trademarks), which were recognized in connection with our acquisition of Hughes Communications, Inc. in June 2011, were attributed to the Hughes Retail Group based on an analysis of information for the retail business that was available at the acquisition date.

 

No attribution to the Hughes Retail Group has been made for certain significant assets that it shares with the HSSC Group, including regulatory authorizations and property and equipment (such as satellites and related terrestrial facilities), because those assets are operated and maintained by the HSSC Group and it is not practicable to allocate the asset carrying amounts between the Groups.  However, the Hughes Retail Group has the right to use such assets and is charged for its use of such assets in accordance with the Policy Statement.

 

Liabilities attributed to the Hughes Retail Group based on specific identification consist primarily of customer prepayments and deferred revenue related to retail subscribers and deferred tax liabilities related to assets and liabilities that have been attributed to the Hughes Retail Group.  Except to a limited extent, it is not practicable to attribute accounts payable and accrued liabilities to the Hughes Retail Group because those amounts arise from centralized processes managed by the HSSC Group.  The Hughes Retail Group generally incurs inter-group payables to all other operations in connection with such centralized processes.  As provided in the Policy Statement, none of our long-term debt is attributed to the Hughes Retail Group; however, interest is charged on all inter-group payables.

 

Revenue and Expense Attributions

 

The Hughes Retail Group revenue relates to services and equipment provided to retail broadband subscribers and is readily identifiable based on specific identification.

 

Expenses attributed to the Hughes Retail Group based on specific identification include depreciation of property and equipment and amortization of intangible assets that are attributed to the Hughes Retail Group.  Certain other operating expenses, such as compensation of employees that work exclusively in the retail business, are also attributed to the Hughes Retail Group based on specific identification.  A substantial portion of the Hughes Retail Group cost of sales is based on the specific inter-group pricing provisions of the Policy Statement, including a monthly charge per retail subscriber and charges for customer rental equipment at cost plus a fixed margin percentage.  The Hughes Retail Group operating expenses also reflect allocations of corporate overhead and other expenses incurred by HSS.

 

Cash Flow Attributions

 

The Hughes Retail Group participates in HSS’ centralized cash management system and does not maintain separate cash accounts.  Under the centralized cash management system, net advances of cash to or from the Hughes Retail Group are reflected in an inter-group receivable or payable account, which bears interest at the same rate earned by HSS on its cash and marketable investment securities portfolio.  There is no allocation of HSS’ long-term debt or related interest costs to the Hughes Retail Group.

 

6



 

NOTES TO CONDENSED ATTRIBUTED FINANCIAL INFORMATION - Continued

(Unaudited)

 

Cash receipts from retail broadband subscribers and payments of certain expenses attributed to the Hughes Retail Group on a specific identification basis generally are reflected in the attributed statements of cash flows in the period the cash is received or paid.  It is not practicable to determine the timing of related cash disbursements under the centralized cash management system for other costs and expenses attributed to the Hughes Retail Group.  The accompanying statements of cash flows generally presents cash flows related to such transactions when they are recognized on an accrual basis in an inter-group receivable or payable account.  Periodic changes in inter-group receivables or payables generally are indicative of amounts received or paid by the HSSC Group on behalf of the Hughes Retail Group and are reported in the accompanying attributed statements of cash flows as investing activity for the Group with a net receivable balance or as financing activity for the Group with a net payable balance.

 

Attributions for Periods Prior to Adoption of the Policy Statement

 

Except as discussed below, attributions of assets, liabilities, revenue, expenses and cash flows to the Hughes Retail Group in periods prior to the adoption of the Policy Statement effective March 1, 2014 are substantially as described above.  However, because the Policy Statement was not effective, the attributed financial information for periods prior to March 1, 2014 do not reflect retrospective application of specific pricing terms in the Policy Statement, such as the monthly charge per subscriber or the cost-plus-fixed-margin pricing for equipment transfers.  In lieu of charges based on such specific terms, the attributed financial information for periods prior to March 1, 2014 reflect actual costs incurred for specifically identified items or are based on allocations of actual costs incurred for shared resources.  In addition, because no arrangement for interest-bearing inter-group receivables or payables existed prior to March 1, 2014, no such accounts or related interest are reflected in the attributed financial information for periods prior to March 1, 2014.  In such periods, HSS’ equity in the net assets of the Hughes Retail Group is presented as “Equity/ Attributed net assets” and periodic changes in such equity are presented as “Inter-group equity contributions (distributions), net” within financing activities in the attributed statements of cash flows.  As a result of our use of different attribution methods for certain items in periods prior to March 1, 2014, the attributed financial position, results of operations and cash flows of the Groups are not directly comparable to the corresponding attributed financial information for periods after March 1, 2014.  Accordingly, the attributed financial information for periods prior to March 1, 2014 does not purport to present the attributed financial information that would have resulted if the Policy Statement had been adopted in such periods.

 

Note 3.         Property and Equipment

 

Property and equipment for the Hughes Retail Group consisted of the following:

 

 

 

Depreciable

 

 

 

 

 

 

 

Life

 

As of December 31,

 

 

 

(In Years)

 

2015

 

2014

 

 

 

 

 

(In thousands)

 

Customer rental equipment

 

2-4

 

$

584,086

 

$

482,934

 

Accumulated depreciation

 

 

 

(421,589

)

(316,789

)

Property and equipment, net

 

 

 

$

162,497

 

$

166,145

 

 

Depreciation expense associated with the Hughes Retail Group property and equipment, net of retirements, was $119.8 million, $110.8 million and $92.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.

 

Note 4.         Goodwill and Other Intangible Assets

 

Goodwill

 

Goodwill is assigned to reporting units of our operating segments.  A portion of the Hughes segment goodwill was attributed to the Hughes Retail Group as if the Hughes Retail Group had been a separate reporting unit at June 8, 2011, the date EchoStar completed the acquisition of Hughes Communications, Inc.  Approximately $260.0 million of the $504.2 million Hughes segment goodwill was attributed to the Hughes Retail Group.

 

7



 

NOTES TO CONDENSED ATTRIBUTED FINANCIAL INFORMATION - Continued

(Unaudited)

 

Other Intangible Assets

 

Other intangible assets for the Hughes Retail Group consisted of the following:

 

 

 

As of December 31,

 

 

 

2015

 

2014

 

 

 

 

 

Accumulated

 

Carrying

 

 

 

Accumulated

 

Carrying

 

 

 

Cost

 

Amortization

 

Amount

 

Cost

 

Amortization

 

Amount

 

 

 

(In thousands)

 

Customer relationships

 

$

145,100

 

$

(129,660

)

$

15,440

 

$

145,100

 

$

(114,657

)

$

30,443

 

Technology-based

 

23,500

 

(17,951

)

5,549

 

23,500

 

(14,035

)

9,465

 

Trademark portfolio

 

13,620

 

(3,121

)

10,499

 

13,620

 

(2,440

)

11,180

 

Total other intangible assets

 

$

182,220

 

$

(150,732

)

$

31,488

 

$

182,220

 

$

(131,132

)

$

51,088

 

 

Customer relationships are amortized predominantly in relation to the expected contribution of cash flow to the business over the life of the intangible asset.  Other intangible assets are amortized on a straight-line basis over the periods the assets are expected to contribute to our cash flows.  For the years ended December 31, 2015, 2014 and 2013, amortization expense was $19.6 million, $24.2 million and $30.2 million, respectively.

 

Note 5.         Income Taxes

 

We establish a provision 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 the Hughes Retail Group was a stand-alone entity.  Deferred tax assets and liabilities are recorded for the estimated future tax effects of differences that exist between the financial reporting carrying amount and tax bases of assets and liabilities.  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.

 

In accordance with the Policy Statement, all income tax obligations and benefits that arose prior to March 1, 2014, except for deferred income taxes related to differences between the financial reporting carrying amounts and tax bases of the Hughes Retail Group assets and liabilities, are attributable to the HSSC Group.  Because no arrangements for inter-group settlement of income taxes existed prior to March 1, 2014, no inter-group receivables or payables were recognized for attributed income tax expenses or benefits related to operations for periods prior to March 1, 2014.

 

We have accounted for income taxes for the Hughes Retail Group in the accompanying attributed financial information in a manner similar to a stand-alone company. To the extent this methodology differs from our tax sharing policy, differences have been reflected in the attributed net assets of the groups.

 

The components of the benefit (provision) for income taxes for the Hughes Retail Group are as follows:

 

 

 

For the Years Ended December 31,

 

 

 

2015

 

2014

 

2013

 

 

 

(In thousands)

 

Current:

 

 

 

 

 

 

 

Federal

 

$

(9,125

)

$

(13,788

)

$

(6,809

)

State and local

 

(1,972

)

(2,982

)

(1,475

)

Total current benefit (provision)

 

(11,097

)

(16,770

)

(8,284

)

Deferred:

 

 

 

 

 

 

 

Federal

 

21,364

 

27,954

 

9,550

 

State and local

 

2,790

 

3,652

 

1,250

 

Income tax benefit (provision)

 

24,154

 

31,606

 

10,800

 

Total income tax benefit (provision) , net

 

$

13,057

 

$

14,836

 

$

2,516

 

 

8



 

NOTES TO CONDENSED ATTRIBUTED FINANCIAL INFORMATION - Continued

(Unaudited)

 

The actual tax provisions for the Hughes Retail Group for the years ended December 31, 2015, 2014 and 2013 reconcile to the amounts computed by applying the statutory federal tax rate to income (loss) before income taxes as shown below:

 

 

 

For the Years Ended December 31,

 

 

 

2015

 

2014

 

2013

 

Statutory rate

 

35.0

%

35.0

%

35.0

%

State income taxes, net of federal effect

 

4.6

%

4.6

%

4.6

%

Total effective tax rate

 

39.6

%

39.6

%

39.6

%

 

The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities for the Hughes Retail Group are presented below:

 

 

 

As of December 31,

 

 

 

2015

 

2014

 

 

 

(In thousands)

 

Deferred tax assets

 

 

 

 

 

Accrued expense

 

$

5,875

 

$

4,982

 

Deferred revenue

 

1,019

 

 

Depreciation and amortization

 

12,791

 

1,208

 

Total deferred tax assets

 

19,685

 

6,190

 

Deferred tax liabilities

 

 

 

 

 

Depreciation and amortization

 

 

(10,665

)

Total deferred tax liabilities

 

 

(10,665

)

Net deferred tax asset (liability)

 

$

19,685

 

$

(4,475

)

 

 

 

 

 

 

Current portion of net deferred tax asset (liability) (1)

 

$

 

$

4,982

 

Noncurrent portion of net deferred tax asset (liability)

 

19,685

 

(9,457

)

Net deferred tax asset (liability)

 

$

19,685

 

$

(4,475

)

 


(1)         In 2015, we early adopted ASU 2015-17 (see Note 2), which resulted in the classification of all of our deferred taxes as noncurrent as of December 31, 2015.  We did not retrospectively reclassify our current deferred tax balances as of December 31, 2014.

 

Note 6.         Equity/ Attributed Net Assets

 

The reported amounts of equity/attributed net assets for the Hughes Retail Group and the HSSC Group represent the excess of attributed assets over attributed liabilities for the respective Groups. The HSSC Group equity reflects EchoStar’s aggregate 71.89% economic interest in the net assets of the Hughes Retail Group, which comprises DISH Network’s 51.89% economic interest in the Hughes Retail Group represented by EchoStar Tracking Stock and EchoStar’s 20.0% retained interest in the Hughes Retail Group.

 

The Hughes Retail Group equity/attributed net assets consisted of attributed paid-in capital and accumulated earnings as follows:

 

 

 

As of December 31,

 

 

 

2015

 

2014

 

 

 

(In thousands)

 

Attributed paid-in-capital

 

$

456,122

 

$

456,122

 

Attributed accumulated earnings (deficit):

 

 

 

 

 

Periods prior to March 1, 2014

 

33,395

 

33,395

 

Periods beginning March 1, 2014

 

(43,819

)

(23,886

)

Total

 

(10,424

)

9,509

 

Total equity/ attributed net assets

 

$

445,698

 

$

465,631

 

 

9