<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-26176
ECHOSTAR COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0336997
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
90 INVERNESS CIRCLE EAST
ENGLEWOOD, COLORADO 80112
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(303) 799-8222
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
INDICATE BY CHECK MARK WHETHER 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 (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT
WAS REQUIRED TO FILE SUCH REPORTS), AND HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES __X__ NO ______
ON MAY 13, 1996, REGISTRANT'S OUTSTANDING VOTING COMMON STOCK CONSISTED
OF 10,637,965 SHARES OF CLASS A COMMON STOCK, 29,804,401 SHARES OF CLASS B
COMMON STOCK AND 1,616,681 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK,
EACH $0.01 PAR VALUE.
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Consolidated Financial Statements:
Balance Sheets as of December 31, 1995
and March 31, 1996 (Unaudited) . . . . . . . . . . . . 1
Statements of Income for the three months
ended March 31, 1995 and 1996 (Unaudited). . . . . . . 2
Statements of Cash Flows for the three months
ended March 31, 1995 and 1996 (Unaudited). . . . . . . 3
Condensed Notes to Financial Statements (Unaudited) . . . 5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations . . . 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 21
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . . 21
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 22
</TABLE>
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
December 31, March 31,
1995 1996
------------ -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . $ 21,754 $164,813
Marketable investment securities . . . . . . . . . . . . . . 15,670 212
Trade accounts receivable, net . . . . . . . . . . . . . . . 9,179 10,072
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . 38,769 27,298
Income tax receivable. . . . . . . . . . . . . . . . . . . . 3,554 4,806
Deferred tax assets. . . . . . . . . . . . . . . . . . . . . 1,779 3,973
Other current assets . . . . . . . . . . . . . . . . . . . . 13,037 15,468
-------- --------
Total current assets . . . . . . . . . . . . 103,742 226,642
RESTRICTED CASH AND MARKETABLE SECURITIES:
1994 Notes escrow . . . . . . . . . . . . . . . . . . . . . 73,291 63,617
1996 Notes escrow . . . . . . . . . . . . . . . . . . . . . -- 169,970
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 26,400 41,900
PROPERTY AND EQUIPMENT, net . . . . . . . . . . . . . . . . . . . 354,000 359,821
OTHER NONCURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . 65,658 102,721
-------- --------
Total assets . . . . . . . . . . . . . . . $623,091 $964,671
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable . . . . . . . . . . . . . . . . . . . $ 19,063 $ 13,599
Deferred programming revenue . . . . . . . . . . . . . . . . 5,563 7,416
Accrued expenses and other current liabilities . . . . . . . 21,335 7,072
Notes payable and current portion of long-term debt . . . . 4,782 4,783
-------- --------
Total current liabilities . . . . . . . . . 50,743 32,870
LONG-TERM DEFERRED PROGRAMMING REVENUE . . . . . . . . . . . . . -- 3,790
1994 NOTES, net . . . . . . . . . . . . . . . . . . . . . . . . . 382,218 395,333
1996 NOTES, net . . . . . . . . . . . . . . . . . . . . . . . . . -- 350,890
LONG-TERM MORTGAGE DEBT AND NOTE PAYABLE, excluding current
portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,444 32,421
-------- --------
Total liabilities . . . . . . . . . . . . . 466,405 815,304
-------- --------
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' EQUITY:
Preferred Stock, 20,000,000 shares authorized, 1,616,681
shares of Series A Cumulative Preferred Stock issued and
outstanding, including accrued dividends of $2,143,000 and
$2,444,000, respectively . . . . . . . . . . . . . . . . . 17,195 17,496
Class A Common Stock, $.01 par value, 200,000,000 shares
authorized, 10,535,003 and 10,621,116 shares issued and
outstanding, respectively. . . . . . . . . . . . . . . . . 105 106
Class B Common Stock, $.01 par value, 100,000,000 shares
authorized, 29,804,401 shares issued and outstanding . . . 298 298
Common Stock Purchase Warrants . . . . . . . . . . . . . . . 714 20
Class C Common Stock, 100,000,000 shares authorized, none
outstanding . . . . . . . . . . . . . . . . . . . . . . . -- --
Additional paid-in capital . . . . . . . . . . . . . . . . . 151,674 152,487
Unrealized holding gains on available-for-sale securities,
net of deferred taxes . . . . . . . . . . . . . . . . . . 239 21
Retained earnings (deficit) . . . . . . . . . . . . . . . . (13,539) (21,061)
-------- --------
Total stockholders' equity . . . . . . . . 156,686 149,367
-------- --------
Total liabilities and stockholders' equity . $623,091 $964,671
-------- --------
-------- --------
</TABLE>
The accompanying notes to consolidated financial
statements are an integral part of these balance sheets.
1
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1995 1996
---- ----
<S> <C> <C>
REVENUE:
DTH products and technical services . . . . . . . . . . . . . . . $36,277 $ 36,741
Programming . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,871 3,913
Loan origination and participation income . . . . . . . . . . . . 265 813
------- --------
Total revenue . . . . . . . . . . . . . . . . . . . . . . . 40,413 41,467
------- --------
EXPENSES:
DTH products and technical services . . . . . . . . . . . . . . . 29,445 32,750
Programming . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,432 3,283
Selling, general and administrative . . . . . . . . . . . . . . . 7,871 10,733
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . 363 3,330
------- --------
Total expenses . . . . . . . . . . . . . . . . . . . . . . 41,111 50,096
------- --------
OPERATING LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . (698) (8,629)
------- --------
OTHER INCOME (EXPENSE):
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . 3,638 2,677
Interest expense, net of amounts capitalized . . . . . . . . . . . (6,563) (6,043)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 (17)
------- --------
Total other income (expense) . . . . . . . . . . . . . . . (2,897) (3,383)
------- --------
NET LOSS BEFORE INCOME TAXES . . . . . . . . . . . . . . . . . . . . (3,595) (12,012)
BENEFIT FOR INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . 1,355 4,791
------- --------
NET LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(2,240) $ (7,221)
------- --------
------- --------
NET LOSS ATTRIBUTABLE TO COMMON SHARES . . . . . . . . . . . . . . . $(2,541) $ (7,522)
------- --------
------- --------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING . . . . . . . . . . . . . 33,544 40,376
------- --------
------- --------
LOSS PER COMMON AND COMMON EQUIVALENT SHARE . . . . . . . . . . . . . $ (0.08) $ (0.19)
------- --------
------- --------
</TABLE>
The accompanying notes to consolidated financial
statements are an integral part of these statements.
2
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
---------------------
1995 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (2,240) $ (7,221)
Adjustments to reconcile net loss to net cash flows from
operating activities --
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363 3,330
Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . 111 621
Benefit for deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . (2,493) (1,371)
Amortization of deferred debt issuance costs on 1994 Notes . . . . . . . . . 315 315
Amortization of discount on 1994 Notes, net of amounts capitalized . . . . . 6,131 4,189
Amortization of discount on 1996 Notes, net of amounts capitalized . . . . . -- 843
Equity in (earnings) losses of joint venture . . . . . . . . . . . . . . . . (15) 25
Change in reserve for excess and obsolete inventory . . . . . . . . . . . . . 233 227
Long-term deferred programming revenue . . . . . . . . . . . . . . . . . . . -- 3,790
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 (163)
Changes in working capital items --
Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . (728) (1,514)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,238) 11,244
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . -- (1,252)
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . (730) (2,431)
Liability under cash management program . . . . . . . . . . . . . . . . . (57) --
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . (1,061) (5,464)
Deferred programming revenue . . . . . . . . . . . . . . . . . . . . . . . (657) 1,853
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,221 97
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . 38 640
-------- ---------
Net cash flows from operating activities . . . . . . . . . . . . . . . . (3,781) 7,758
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable investment securities . . . . . . . . . . . . . . . . . (15,211) (2)
Sales of marketable investment securities . . . . . . . . . . . . . . . . . . . 27,777 15,479
Purchases of restricted marketable investment securities . . . . . . . . . . . . -- (15,500)
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . (538) (2,715)
Offering proceeds and investment earnings placed in escrow . . . . . . . . . . . (2,714) (178,452)
Funds released from escrow accounts . . . . . . . . . . . . . . . . . . . . . . 16,257 17,785
Investment in convertible subordinated debentures from DBSI . . . . . . . . . . -- (3,000)
Long-term note receivable from DBSC . . . . . . . . . . . . . . . . . . . . . . -- (7,500)
Expenditures for satellite systems under construction . . . . . . . . . . . . . (19,621) (13,292)
Deposit on FCC authorization . . . . . . . . . . . . . . . . . . . . . . . . . . -- (10,459)
Expenditures for FCC authorizations . . . . . . . . . . . . . . . . . . . . . . -- (3,177)
-------- ---------
Net cash flows from investing activities . . . . . . . . . . . . . . . . 5,950 (200,833)
-------- ---------
</TABLE>
The accompanying notes to consolidated financial
statements are an integral part of these statements.
3
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
---------------------
1995 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of mortgage indebtedness and note payable . . . . . . . . . . . . . . $ (57) $ (1,022)
Stock options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 113
Net proceeds from issuance of 1996 Notes . . . . . . . . . . . . . . . . . . . . -- 337,043
-------- ---------
Net cash flows from financing activities . . . . . . . . . . . . . . . . (57) 336,134
-------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . 2,112 143,059
CASH AND CASH EQUIVALENTS, beginning of period . . . . . . . . . . . . . . . . . . 17,506 21,754
-------- ---------
CASH AND CASH EQUIVALENTS, end of period . . . . . . . . . . . . . . . . . . . . . $ 19,618 $ 164,813
-------- ---------
-------- ---------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized . . . . . . . . . . . . . . . $ 106 $ 354
Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 --
Cumulative Series A Preferred Stock dividends . . . . . . . . . . . . . . . . . 301 301
Satellite launch payment for EchoStar II applied to EchoStar I launch . . . . . . -- 15,000
Employee incentives funded by issuance of Class A Common Stock . . . . . . . . . -- 7
</TABLE>
The accompanying notes to consolidated financial
statements are an integral part of these statements.
4
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND MARCH 31, 1996
(1) ORGANIZATION AND PRESENTATION OF FINANCIAL STATEMENTS
EchoStar Communications Corporation ("EchoStar") successfully launched its
first direct broadcast satellite ("DBS"), EchoStar I, in December 1995 and, on
March 4, 1996, began broadcasting its DBS programming (the "Dish Network-SM-")
to the entire continental United States. The Dish Network-SM- currently
includes over 100 channels of high quality digital video and audio programming
and will expand to approximately 200 digital video and audio channels
following the successful launch of a second DBS satellite, DirectSat I
("EchoStar II"), currently scheduled in the fall of 1996.
In addition to its DBS business, EchoStar is engaged in the design,
manufacture, distribution and installation of satellite direct to home
("DTH") products, domestic distribution of DTH programming and consumer
financing of EchoStar's domestic DTH products and services.
In January 1996, EchoStar formed a wholly owned subsidiary, EchoStar
Satellite Broadcasting Corporation ("ESB"), for the purpose of completing a
private offering (the "1996 Notes Offering"), pursuant to Rule 144A of the
Securities Act of 1933, as amended (the "Securities Act"), of 13 1/8% Senior
Secured Discount Notes due 2004 (the "1996 Notes"), resulting in net proceeds
of approximately $337.0 million. The 1996 Notes Offering was consummated in
March 1996. Proceeds from the 1996 Notes Offering will be used for: (i)
continued development, marketing and distribution of the Dish Network-SM-;
(ii) EchoStar's purchase of DBS frequencies at 148DEG. WL; (iii)
construction, launch and insurance of EchoStar III and EchoStar IV; (iv)
additional launch costs of EchoStar II; and (v) other general corporate
purposes. The additional frequencies were acquired by EchoStar at a public
auction held by the Federal Communications Commission ("FCC") in January 1996
(the "FCC Auction"). In connection with the 1996 Notes Offering, EchoStar
contributed all of the outstanding capital stock of its wholly owned
subsidiary, Dish, Ltd., to ESB. This transaction has been accounted for as a
reorganization of entities under common control whereby Dish, Ltd. has been
treated as the predecessor to ESB. ESB is subject to all, and EchoStar is
subject to certain of, the terms and conditions of the Indenture related to
the 1996 Notes (the "1996 Notes Indenture"). On April 24, 1996, ESB filed a
Registration Statement on Form S-1 under the Securities Act to exchange the
1996 Notes for publicly registered notes.
In June 1995, EchoStar completed an offering of its Class A Common Stock,
resulting in net proceeds of approximately $63.0 million (the "Equity
Offering"). Dish Ltd. owns the majority of EchoStar's operating subsidiaries.
In June 1994, Dish, Ltd. completed an offering of 12 7/8% Senior Secured
Discount Notes due 2004 (the "1994 Notes") and Warrants (collectively, the
"1994 Notes Offering"), resulting in net proceeds of approximately $323.3
million. Dish Ltd. and most of its subsidiaries are subject to the terms and
conditions of the Indenture related to the 1994 Notes (the "1994 Notes
Indenture").
Unless otherwise stated herein, or the context otherwise requires,
references herein to EchoStar shall include EchoStar and all of its direct and
indirect wholly owned subsidiaries.
The accompanying unaudited condensed Consolidated Financial Statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three month
period ended March 31, 1996 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1996. For further
information, refer to the Combined and Consolidated Financial Statements and
footnotes thereto included in EchoStar Communications
5
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995.
Certain prior year amounts have been reclassified to conform with the current
year presentation.
SIGNIFICANT RISKS AND UNCERTAINTIES
Execution of EchoStar's business strategy to launch and operate DBS
satellites has dramatically changed its operating results and financial
position. As of March 31, 1996, EchoStar expects to expend approximately an
additional $520 million through 1999 to build, launch and support its first
four satellites (Note 6), assuming receipt of all required FCC licenses and
permits. EchoStar consummated the 1994 Notes Offering, the 1996 Notes Offering
and the Equity Offering to satisfy these capital requirements. Annual interest
expense on the 1994 and 1996 Notes and depreciation of the investment in the
satellites and related assets will each be of a magnitude that exceeds
historical levels of income before taxes. Beginning in 1995 EchoStar reported
significant net losses and expects net losses to continue for the foreseeable
future. EchoStar's plans also include the construction and launch of two
fixed service satellites, additional DBS satellites and marketing campaigns
(including receiver subsidization if market conditions warrant) to promote its
DBS products and services. EchoStar may need to raise significant additional
funds for construction and launch of additional satellites, and there can be
no assurance that necessary funds will be available or, if available, that
they will be available on terms favorable to EchoStar. However, management
believes, but can give no assurance, that demand for its DBS products and
services will result in sufficient cash flow which, together with other
sources of capital, will be sufficient to satisfy future planned expenditures.
Significant delays or launch failures in EchoStar's satellite launch program
may have significant adverse consequences to EchoStar's operating results and
financial condition. The preparation of financial statements in conformity
with generally accepted accounting principles requires the use of management
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses for
each reporting period. Actual results could differ from those estimates.
(2) SUPPLEMENTAL ANALYSIS
CASH AND CASH EQUIVALENTS
EchoStar considers all liquid investments purchased with an original
maturity of ninety days or less to be cash equivalents. Cash equivalents as of
December 31, 1995, and March 31, 1996 consist of money market funds, corporate
notes and commercial paper stated at cost which equates to market value.
RESTRICTED CASH AND MARKETABLE SECURITIES
EchoStar classifies all marketable investment securities as available-for-
sale. Accordingly, these investments are reflected at market value based on
quoted market prices. Related unrealized gains and losses are reported as a
separate component of stockholders' equity, net of related deferred income
taxes. The specific identification method is used to determine cost in
computing realized gains and losses.
Restricted Cash and Marketable Securities in Escrow Accounts as reflected
on the accompanying balance sheets represent the remaining net proceeds
received from the 1994 Notes Offerings, and a portion of the proceeds from
the 1996 Notes Offering, plus interest earned, less amounts expended to date
in connection with the development, construction and launch of the Dish
Network-SM-. These proceeds are held in separate escrow accounts (the "1994
Escrow Account" and the "1996 Escrow Account", respectively) for the benefit
of the holders of the 1994 and 1996 Notes and are invested in certain debt
and other marketable securities, as permitted by the respective Indentures,
until disbursed for the express purposes identified in the 1994 Notes
Offering Prospectus and the 1996 Notes Offering Memorandum, as the case may
be.
6
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Other Restricted Cash includes $11.4 million to satisfy certain covenants
regarding launch insurance required by the 1994 Notes Indenture. EchoStar is
required to maintain launch insurance and Restricted Cash totalling $225.0
million for each of EchoStar I and EchoStar II. EchoStar has obtained $219.3
million of launch insurance on each satellite, and, together with the cash
segregated and reserved on the accompanying balance sheets, has satisfied its
insurance obligations under the 1994 Notes Indenture. In addition, as of March
31, 1996, $15.0 million was in an escrow account established pursuant to a DBS
satellite receiver manufacturing contract for payment to the manufacturer as
certain milestones are reached and $15.5 million was in an escrow account for
the purpose of cash collateralizing certain standby letters of credit (Note
4). The major components of Restricted Cash and Marketable Securities are as
follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1995 MARCH 31, 1996
-------------------------------------------- ------------------------------------
UNREALIZED UNREALIZED
AMORTIZED HOLDING MARKET AMORTIZED HOLDING MARKET
COST GAIN VALUE COST GAIN VALUE
---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Commercial paper . . . . . . . . $66,214 $ -- $66,214 $ 70,600 $ -- $ 70,600
Government bonds . . . . . . . . 32,904 420 33,324 204,411 49 204,460
Accrued interest . . . . . . . . 153 -- 153 427 -- 427
------- ---- ------- -------- ---- --------
$99,271 $420 $99,691 $275,438 $ 49 $275,487
------- ---- ------- -------- ---- --------
------- ---- ------- -------- ---- --------
</TABLE>
INVENTORIES
Inventories are stated at the lower of cost or market value. Cost is
determined using the first-in, first-out ("FIFO") method. Proprietary products
are manufactured by outside suppliers to EchoStar's specifications. EchoStar
also distributes non-proprietary products purchased from other manufacturers.
Manufactured inventories include materials, labor and manufacturing overhead.
Cost of other inventories includes parts, contract manufacturers' delivered
price, assembly and testing labor, and related overhead, including handling
and storage costs. The major components of inventory were as follows (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ ---------
<S> <C> <C>
Finished goods . . . . . . . . . . . . . . . . . . . . $20,458 $17,957
DBS receiver components . . . . . . . . . . . . . . . 9,615 9,728
Competitor DBS Receivers . . . . . . . . . . . . . . . 9,404 559
Spare parts . . . . . . . . . . . . . . . . . . . . . . 2,089 2,078
Reserve for excess and obsolete inventory . . . . . . . (2,797) (3,024)
------- -------
$38,769 $27,298
------- -------
------- -------
</TABLE>
7
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The composition of accrued expenses and other current liabilities is as
follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ ---------
<S> <C> <C>
Accrued EchoStar I launch costs . . . . . . . . . . . $15,000 $ --
Accrued expenses . . . . . . . . . . . . . . . . . . . 3,850 3,947
Reserve for warranty costs . . . . . . . . . . . . . . 1,013 1,013
Other . . . . . . . . . . . . . . . . . . . . . . . . 1,472 2,112
------- ------
$21,335 $7,072
------- ------
------- ------
</TABLE>
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation.
Cost includes interest capitalized on the EchoStar DBS System during
construction at EchoStar's effective borrowing rate. The major components of
property and equipment were as follows (in thousands):
<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIFE DECEMBER 31, MARCH 31,
(IN YEARS) 1995 1996
----------- ------------ ---------
<S> <C> <C> <C>
Construction in progress . . . . . . . . . -- $303,174 $107,912
EchoStar I satellite . . . . . . . . . . . 10 -- 198,143
Furniture, fixtures and equipment . . . . 2-12 17,163 21,329
Buildings and improvements . . . . . . . . 7-40 21,006 21,109
Tooling and other . . . . . . . . . . . . 2 2,039 3,470
Land . . . . . . . . . . . . . . . . . . . -- 1,613 1,613
Vehicles . . . . . . . . . . . . . . . . . 7 1,310 1,325
Furniture and equipment held for sale . . 17,062 17,614
Computer equipment held for sale . . . . . 902 885
-------- --------
Total property and equipment . . . 364,269 373,400
Less-Accumulated depreciation . . . . . . (10,269) (13,579)
-------- --------
Net property and equipment . . . . $354,000 $359,821
-------- --------
-------- --------
</TABLE>
Construction in progress includes capitalized costs related to the
construction and launch of EchoStar II, which is scheduled for launch in the
fall of 1996 and DBSC I ("EchoStar III") which is scheduled for launch prior
to the end of 1997.
8
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Construction in progress consisted of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ ---------
<S> <C> <C>
Progress amounts for satellite construction, launch,
launch insurance, capitalized interest, launch and
in-orbit tracking, telemetry and control services:
EchoStar I . . . . . . . . . . . . . . . . . . $193,629 $ --
EchoStar II . . . . . . . . . . . . . . . . . . 88,634 81,133
EchoStar III launch . . . . . . . . . . . . . . 20,801 5,058
EchoStar IV launch . . . . . . . . . . . . . . -- 21,532
Other . . . . . . . . . . . . . . . . . . . . . 110 189
-------- --------
$303,174 $107,912
-------- --------
-------- --------
</TABLE>
OTHER NONCURRENT ASSETS
The major components of other noncurrent assets were as follows (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ ---------
<S> <C> <C>
Long-term note receivable from DBSC . . . . . . . . $16,000 $ 23,500
FCC authorizations, net of amortization . . . . . . 11,309 15,288
1996 Notes deferred debt issuance costs,
net of amortization . . . . . . . . . . . . . . . -- 13,004
1994 Notes deferred debt issuance costs . . . . . . 10,622 10,307
Deferred tax assets, net . . . . . . . . . . . . . 12,109 11,420
Deposit on FCC authorization . . . . . . . . . . . -- 10,459
SSET convertible subordinated debentures and
accrued interest . . . . . . . . . . . . . . . . . 9,610 9,758
Investment in DBSC . . . . . . . . . . . . . . . . 4,111 4,086
DBSI convertible subordinated debentures . . . . . 1,000 4,000
Other, net . . . . . . . . . . . . . . . . . . . . 897 899
------- --------
$65,658 $102,721
------- --------
------- --------
</TABLE>
EchoStar presently owns approximately 40% of the outstanding common stock
of Direct Broadcasting Satellite Corporation ("DBSC"). DBSC's principal assets
include an FCC conditional satellite construction permit and specific orbital
slot assignments for eleven DBS frequencies at 61.5DEG. WL and eleven DBS
frequencies at 175DEG. WL (the "DBS Rights"). EchoStar intends to merge DBSC
with Direct Broadcasting Satellite Corporation ("New DBSC"), a wholly owned
subsidiary of EchoStar (the "DBSC Merger"). The DBSC Merger has been approved
by DBSC shareholders but will not be consummated until the FCC has approved
the DBSC Merger. Although no assurances can be given, EchoStar expects the FCC
to issue an order with respect to the DBSC Merger in the near future.
Assuming FCC approval of the DBSC Merger, EchoStar will hold, through New
DBSC, DBSC's DBS Rights. On April 16, 1996, EchoStar filed a Registration
Statement on Form S-4 under the Securities Act covering 658,000 shares of
EchoStar Class A Common Stock that are intended to be issued in connection
with the DBSC Merger.
9
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
EARNINGS PER SHARE
Earnings per share have been calculated based on the weighted average
number of shares of common stock issued and outstanding and, if dilutive,
common stock equivalents (warrants and employee stock options) during the
three months ended March 31, 1995 and 1996. Net loss has been adjusted for
cumulative dividends on the 8% Series A Cumulative Preferred Stock.
(3) LONG-TERM DEBT
1994 NOTES
On June 7, 1994, Dish, Ltd. completed the 1994 Notes Offering of 624,000
units consisting of $624.0 million aggregate principal amount of the 1994
Notes and 3,744,000 Warrants. The 1994 Notes Offering resulted in net proceeds
to Dish, Ltd. of approximately $323.3 million. Interest on the 1994 Notes
currently is not payable in cash but accrues through June 1, 1999, with the
1994 Notes accreting to $624.0 million by that date. Thereafter, interest on
the 1994 Notes will be payable in cash semi-annually on June 1 and December 1
of each year, commencing December 1, 1999. At March 31, 1996, the 1994 Notes
were reflected in the accompanying financial statements at $395.3 million, net
of unamortized discount of $228.7 million.
1996 NOTES
On March 25, 1996, ESB completed the 1996 Notes Offering consisting of
$580.0 million aggregate principal amount of the 1996 Notes. The 1996 Notes
Offering resulted in net proceeds to ESB of approximately $337.0 million.
Interest on the 1996 Notes currently is not payable in cash but accrues
through March 15, 2000, with the 1996 Notes accreting to $580.0 million by
that date. Thereafter, interest on the 1996 Notes will be payable in cash
semi-annually on March 15 and September 15 of each year, commencing September
15, 2000. At March 31, 1996, the 1996 Notes were reflected in the accompanying
financial statements at $350.9 million, net of unamortized discount of $229.1
million.
(4) BANK CREDIT FACILITY AND LETTERS OF CREDIT
On May 6, 1994, the principal subsidiaries of EchoStar, except EchoStar
Satellite Corporation ("ESC") (the "Borrowers"), entered into an agreement
with Bank of America Illinois, to provide a revolving credit
facility (the "Credit Facility") for working capital advances and for letters
of credit necessary for inventory purchases and satellite construction
payments. The Credit Facility expired in May 1996 and EchoStar does not
currently intend to arrange a new credit facility. Instead, EchoStar is using
available cash to collateralize its letter of credit obligations, which have
historically been the only significant use of the Credit Facility. At March
31, 1996, EchoStar had cash collateralized $15.5 million of certain standby
letters of credit for trade purchases which is included in restricted cash and
marketable securities in the accompanying financial statements (Note 2).
10
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(5) INCOME TAXES
The components of the benefit for income taxes were as follows (in
thousands):
THREE MONTHS ENDED
MARCH 31,
------------------
1995 1996
---- ----
Current (provision) benefit
Federal . . . . . . . . . . . . . . $ (767) $3,202
State . . . . . . . . . . . . . . . (194) 340
Foreign . . . . . . . . . . . . . . (177) (122)
------- ------
(1,138) 3,420
------- ------
Deferred benefit
Federal . . . . . . . . . . . . . . 2,050 1,281
State . . . . . . . . . . . . . . . 443 90
------- ------
2,493 1,371
------- ------
Total benefit . . . . . . . . . $ 1,355 $4,791
------- ------
------- ------
EchoStar's deferred tax assets (approximately $15.4 million at March 31,
1996) relate principally to temporary differences for amortization of original
issue discount on the 1994 and 1996 Notes and various accrued expenses which
are not deductible until paid. No valuation allowance has been provided
because EchoStar currently believes it is more likely than not that these
deferred assets will ultimately be realized. If future operating results
differ materially and adversely from EchoStar's current expectations, its
judgment regarding the need for a valuation allowance may change.
(6) OTHER COMMITMENTS AND CONTINGENCIES
SATELLITE CONTRACTS
EchoStar has contracted with Martin Marietta Corporation ("Martin
Marietta") for the construction and delivery of high powered DBS satellites
and for related services. Penalties are payable by Martin Marietta as a result
of delays in the delivery of EchoStar I by Martin Marietta and may be payable
with respect to EchoStar II or EchoStar III. As of November 19, 1995, the date
that EchoStar I was delivered by Martin Marietta to China, those penalties
totaled approximately $3.2 million with respect to EchoStar I. Penalties of
$2.0 million are payable by Martin Marietta in the event that EchoStar II is
not delivered by May 15, 1996. Thereafter, delays in the delivery of EchoStar
II would result in per diem additional penalties up to a maximum of $5.0
million in the aggregate. Beginning August 1, 1997, a per diem penalty of
$3,333, to a maximum of $100,000, is payable if EchoStar III is not delivered
by July 31, 1997. Beginning September 1, 1997, additional delays in the
delivery of EchoStar III would result in additional per diem penalties of
$33,333, up to a maximum of $5.0 million in the aggregate.
11
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
EchoStar has entered into a contract with Arianespace, Inc. ("Arianespace")
to launch EchoStar II from Korou, French Guiana in the fall of 1996 (the
"Arianespace Contract"). The launch is scheduled to be performed on a
dedicated Ariane 42P launch vehicle. The Arianespace Contract provides the
potential for the EchoStar launch to occur before the fall of 1996 if earlier
scheduled launches are accelerated or delayed. The Arianespace Contract
contains provisions entitling either party to delay the launch in limited
circumstances, subject to the payment of penalties in some cases. As of March
31, 1996, EchoStar has paid Arianespace approximately $4.4 pursuant to the
Arianespace Contract. All remaining payments are payable monthly and will be
due prior to the launch.
EchoStar II was previously scheduled to be launched by the same launch
provider as EchoStar I, China Great Wall Industry Corporation ("Great Wall").
EchoStar I was successfully launched by Great Wall in December 1995. EchoStar
notified Great Wall of its decision to terminate the launch of EchoStar II
with Great Wall. EchoStar applied $15.0 million previously paid Great Wall in
connection with this launch to the final $15.0 million owed Great Wall related
to the launch of EchoStar I. In May 1996, EchoStar received a refund of the
remaining $4.5 million previously paid Great Wall in connection with the
second launch.
EchoStar has entered into a contract for launch services with Lockheed
Martin Commercial Launch Services, Inc. ("Lockheed") for the launch of
EchoStar III from Cape Canaveral Air Station, Florida during the fall of 1997,
subject to delay or acceleration in certain circumstances (the "Lockheed
Contract"). The Lockheed Contract provides for launch of the satellite
utilizing an Atlas IIAS launch vehicle. EchoStar has made an initial payment
to Lockheed of $5.0 million and the remaining cost is payable in installments
in accordance with the payment schedule set forth in the Lockheed Contract,
which requires that substantially all payments be made to Lockheed prior to
the launch.
EchoStar has contracted with Lockheed-Khrunichev-Energia-International,
Inc. ("LKE") for the launch of EchoStar IV during 1998 from the Kazakh
Republic, a territory of the former Soviet Union, utilizing a Proton launch
vehicle (the "LKE Contract"). Either party may request a delay in the relevant
launch period, subject to the payment of penalties based on the length of the
delay and the proximity of the request to the launch date. EchoStar has paid
LKE $20.0 million pursuant to the LKE Contract. No additional payments are
currently required to be made to LKE until 1997.
PURCHASE COMMITMENTS
EchoStar has entered into agreements with various manufacturers to purchase
DBS satellite receivers and related components manufactured based on
EchoStar's supplied specifications. As of March 31, 1996 the remaining
commitments total as much as $622.2 million. At March 31, 1996, the total of
all outstanding purchase order commitments with domestic and foreign suppliers
was as much as $641.3 million. All but approximately $85.9 million of the
purchases related to these commitments are expected to be made during 1996 and
the remainder is expected to be made during 1997. EchoStar expects to finance
these purchases from available cash, marketable investment securities and
sales of inventory, including the sale of EchoStar Receiver Systems and related
products.
OTHER RISKS AND CONTINGENCIES
EchoStar is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect
the financial position or results of operations of EchoStar.
12
<PAGE>
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(7) SUMMARY FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS
The 1994 Notes are fully, unconditionally and jointly and severally
guaranteed by all subsidiaries of Dish, Ltd., except for certain de minimis
domestic and foreign subsidiaries (collectively, the "1994 Notes Guarantors").
The 1996 Notes are initially guaranteed by EchoStar on a subordinated
basis. On and after the Dish Guarantee Date (as defined in the 1996 Notes
Indenture), the 1996 Notes will be guaranteed by Dish, Ltd., which guarantee
will rank PARI PASSU with all senior unsecured indebtedness of Dish, Ltd. On
and after the date upon which the DBSC Merger is consummated, the 1996 Notes
will be guaranteed by New DBSC, which guarantee will rank PARI PASSU with all
senior unsecured indebtedness of New DBSC. If the DBSC Merger is not
consummated, New DBSC will not be required to guarantee the 1996 Notes. There
can be no assurance that the DBSC Merger will be approved by the FCC or that
it will be consummated.
The net assets of Dish, Ltd. exceed the net assets of the 1994 Notes
Guarantors by approximately $277,000 and $223,000 as of December 31, 1995 and
March 31, 1996, respectively. Summarized consolidated financial information
for Dish, Ltd. is as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1995 1996
---- ----
<S> <C> <C>
Income Statement Data --
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,413 $ 41,026
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,111 49,934
-------- --------
Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . (698) (8,908)
Other income (expense), net . . . . . . . . . . . . . . . . . . . (2,897) (3,234)
-------- --------
Net loss before income taxes . . . . . . . . . . . . . . . . . . . (3,595) (12,142)
Benefit for income taxes . . . . . . . . . . . . . . . . . . . . . 1,355 4,852
-------- --------
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (2,240) $ (7,290)
-------- --------
-------- --------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
------------ ---------
<S> <C> <C>
Balance Sheet Data --
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . $ 81,858 $ 64,144
Property and equipment, net . . . . . . . . . . . . . . . . . . . 333,199 333,231
Other noncurrent assets . . . . . . . . . . . . . . . . . . . . . 144,238 150,659
-------- --------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . $559,295 $548,034
-------- --------
-------- --------
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . $ 50,743 $ 31,167
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . 415,662 431,544
Stockholder's equity . . . . . . . . . . . . . . . . . . . . . . . 92,890 85,323
-------- --------
Total liabilities and stockholder's equity . . . . . . . . . . $559,295 $548,034
-------- --------
-------- --------
</TABLE>
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
EchoStar currently operates four related businesses: (i) operation of the
DISH Network-SM-and continued development of the EchoStar DBS System; (ii)
design, manufacture, marketing, installation and distribution of DTH products
worldwide; (iii) domestic distribution of DTH programming; and (iv) consumer
financing of EchoStar's domestic products and services. The growth of DBS
service and equipment sales has had and will continue to have a material
negative impact on EchoStar's domestic sales of C-band DTH products. On March
4, 1996 EchoStar began broadcasting and selling programming packages available
on the Dish Network-SM- service. EchoStar expects to derive its revenue
principally from monthly fees from subscribers for Dish Network-SM-programming
and, to a lesser extent, from the sale of EchoStar Receiver Systems. As sales
of EchoStar DBS programming and receivers increase, EchoStar expects the
decline in its sales of domestic C-band DTH products to continue at an
accelerated rate.
EchoStar will generally bill for Dish Network-SM- programming periodically
in advance and will recognize revenue as service is provided. Revenue will be
a function of the number of subscribers, the mix of programming packages
selected and the rates charged, and transaction fees for ancillary programming
and transponder leasing activities. From time to time EchoStar may engage in
promotional activities that include discounted rates for limited periods,
which will result in lower average revenue per subscriber for the applicable
periods. DBS programming costs will generally be based upon the number of
subscribers to each programming offering. Since the Dish Network-SM- did not
commence operations until March 1996, its operating activities had a minimal
effect on EchoStar's results of operations for the three month period ended
March 31, 1996.
RESULTS OF OPERATIONS
THREE MONTH PERIOD ENDED MARCH 31, 1996 COMPARED TO THREE MONTH PERIOD ENDED
MARCH 31, 1995
REVENUE. Total revenue for the three month period ended March 31, 1996 was
$41.5 million, an increase of $1.1 million, or 3%, as compared to the same
period in 1995 of $40.4 million. Revenue from domestic sales of DTH products
for the three month period ended March 31, 1996 was $24.0 million, an
increase of $3.4 million, or 17%, as compared to the same period in 1995. The
increase in domestic revenue was primarily due to $8.2 million in revenue
from the sale of EchoStar Receiver Systems during the three month period
ended March 31, 1996. There were no EchoStar Receiver System sales during
the comparable period in 1995. Approximately $922,000 of the increase in
domestic revenue for the three month period ended March 31, 1996 was due to
an increase in the number of satellite receivers sold for a competitor's DBS
system ("Competitor DBS Receivers"). Revenue from Competitor DBS Receiver
sales was $7.7 million for the three month period ended March 31, 1996, as
compared to $6.8 million for the same period in 1995. The increases in
domestic revenue were principally offset by a decrease of $4.7 million, or
47%, in revenue from sales of C-band satellite receivers and related
accessories, during the three month period ended March 31, 1996, as compared
to the same period in 1995. The increases in domestic revenue were also
partially offset by a decrease of $1.2 million, or 42%, in revenue from sales
of non-proprietary descrambler modules, during the three month period ended
March 31, 1996, as compared to the same period in 1995. The domestic market
for C-band DTH products continued to decline during the three month period
ended March 31, 1996, and this decline will continue with the growth of DBS
service and equipment sales. This decline had been expected by EchoStar as
described below.
14
<PAGE>
Domestically, EchoStar sold approximately 45,000 satellite receivers in the
three month period ended March 31, 1996, an increase of 67% as compared to
approximately 27,000 receivers for the same period in 1995. Although there
was an increase in the number of satellite receivers sold in 1996 as compared
to 1995, overall revenue did not increase proportionately as a result of a
substantial shift in product mix to lower priced DBS receivers and related
accessories, and an approximate 23% reduction in the average selling price of
C-band receivers. Included in the number of satellite receivers sold for the
three month period ended March 31, 1996 are approximately 17,000 EchoStar
Receiver Systems. EchoStar Receiver System revenue represented approximately
20% of total revenue for the three month period ended March 31, 1996.
Also included in the number of satellite receivers sold for the three month
period ended March 31, 1996 are approximately 18,000 Competitor DBS Receivers
as compared to 11,000 for the same period in 1995. During the three month
period ended March 31, 1996, the Competitor DBS Receivers were sold at an
approximate 30% reduction in the average selling price as compared to the same
period in 1995. Competitor DBS Receiver revenue was 19% of total revenue for
the three month period ended March 31, 1996. EchoStar's agreement to
distribute Competitor DBS Receiver systems terminated on December 31, 1995 and
during the first quarter of 1996, EchoStar sold the majority of its existing
inventory of Competitor DBS Receivers. The elimination of Competitor DBS
Receiver inventory will be offset by a substantial increase in inventory of
EchoStar Receiver Systems and related components, the sale of which is
expected to offset the elimination of revenue derived from the sale of
Competitor DBS Receivers.
EchoStar markets its current C-band DTH products by offering competitive
pricing and consumer financing in order to minimize the decline in domestic
C-band DTH sales resulting from the increased popularity of DBS equipment and
programming. Additionally, during all of 1995 and through the first quarter of
1996, EchoStar sold Competitor DBS Receivers which partially offset the
decline in domestic C-band sales in 1995. During the three month period ended
March 31, 1996 the decline in sales of C-band DTH products was more than
offset by sales of Competitor DBS Receivers and EchoStar Receiver Systems.
With the elimination of Competitor DBS Receiver inventory, domestic DTH
product revenue in subsequent quarters will be substantially derived from the
sale of EchoStar Receiver Systems which, although no assurances can be given,
should accelerate in the second quarter as demand for Dish Network-SM-
programming increases as a result of heightened advertising and marketing
efforts.
Loan origination and participation income for the three month period ended
March 31, 1996 was $813,000, an increase of $548,000, or 207%, compared to the
same period in 1995. The increase in loan origination and participation
income for the three month period ended March 31, 1996 was primarily due to
increased finance volume, including the financing of EchoStar Receiver
Systems. Additionally, subsequent to the first quarter of 1995 EchoStar
entered into agreements with two national finance groups permitting EchoStar
to offer more comprehensive financing terms.
Programming revenue for the three month period ended March 31, 1996 was
$3.9 million, an increase of $42,000, or 1%, as compared to the same period in
1995. The increase was primarily due to Dish Network-SM- consumer and
commercial programming revenue of $464,000 generated during the three month
period ended March 31, 1996. The increase in revenue derived from the sale of
Dish Network-SM- programming was offset by a decrease in C-band DTH
programming revenue. The industry-wide decline in domestic C-band equipment
sales has resulted, and is expected to continue to result, in a decline in
C-band DTH programming revenue. EchoStar believes that the expected decline in
C-band DTH programming revenue in 1996 will be more than offset by sales of
Dish Network-SM- programming.
15
<PAGE>
Revenue from international sales of DTH products for the three month period
ended March 31, 1996 was $12.8 million, a decrease of $3.0 million, or 19%, as
compared to the same period in 1995. This decrease during the three month
period ended March 31, 1996, resulted principally from reduced sales to the
Middle East where EchoStar's largest international DTH customer is based, and
an approximate 20% reduction in the average selling price of analog satellite
receivers. This decline was partially offset by increased sales in Africa.
Revenue from sales of DTH products in the Middle East suffered beginning in
August 1995 as a result of restrictions against imports, and may not return to
historic analog levels even as import restrictions are eased. Historic analog
sales levels may not be reached because of new digital service planned for the
Middle East which is currently expected to begin in the third quarter of 1996.
Overall, EchoStar's international markets for analog DTH products declined
during the three month period ended March 31, 1996 as anticipation for new
digital services increased. Also, the decrease discussed above was partially
offset by an increase in other DTH product revenue. Internationally, EchoStar
sold approximately 76,000 analog satellite receivers during the three month
period ended March 31, 1996, a decrease of 11%, compared to approximately
85,000 units sold during the same period in 1995. The decrease was
principally due to international anticipation of new digital services as
discussed above. EchoStar is currently negotiating with digital service
providers to distribute their proprietary receivers in EchoStar's
international markets.
OPERATING EXPENSES. Costs of DTH products sold were $32.8 million for the
three month period ended March 31, 1996, an increase of $3.3 million, or 11%,
as compared to the same period in 1995. The increase in DTH operating
expenses for 1996 resulted primarily from the increase in sales of DTH
products. Operating expenses for DTH products as a percentage of DTH product
revenue were 89% and 81% for the three month period ended March 31, 1996 and
1995, respectively. The increase was principally the result of declining sales
prices of C-band DTH products and Competitor DBS Receivers as described above,
during the three month period ended March 31, 1996 as compared to the same
period in 1995.
Operating expenses for programming were $3.3 million for the three month
period ended March 31, 1996, a decrease of $149,000, or 4%, as compared to the
same period in 1995. Operating expenses for programming as a percentage of
programming revenue for the three month period ended March 31, 1996 were 84%
as compared to 89% for the same period in 1995. The decrease in operating
expenses for programming as a percentage of programming revenue for the three
month period ended March 31, 1996 was primarily a result of higher margins
earned on Dish Network-SM- programming partially offset by declining margins
on C-band programming.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $10.7 million for the three month period ended
March 31, 1996, an increase of $2.9 million, or 36%, as compared to the same
period in 1995. Selling, general and administrative expenses as a percentage
of total revenue increased to 26% for the three month period ended March 31,
1996 as compared to 19% for the same period in 1995. This increase was
principally due to: (i) marketing and advertising prior to and in conjunction
with the introduction of Dish Network-SM- service; (ii) increased personnel in
all areas of the organization to support the Dish Network-SM-; and (iii) costs
related to the Digital Broadcast Center, which commenced operations in the
third quarter of 1995.
Research and development costs totaled $1.2 million for the three month
period ended March 31, 1996, as compared to $1.3 million for the same period
in 1995. The decrease was principally due to the reduction in research
necessary to provide C-band receivers to domestic and international markets,
partially offset by increased research and development costs related to
digital DBS satellite receivers.
EBITDA. EBITDA for the three month period ended March 31, 1996 was a
negative $5.3 million, a decrease of $5.0 million compared to the same period
in 1995. The decrease resulted from the factors affecting revenue and expenses
discussed above. EBITDA represents earnings before interest income, interest
expense net of other income, income taxes, depreciation and amortization.
EBITDA is commonly used in the telecommunications industry to analyze
companies on the basis of operating performance, leverage and liquidity.
EBITDA is not intended to represent cash flows for the period, nor has it been
presented as an alternative to operating income as an indicator of operating
performance and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with generally accepted
accounting principles.
16
<PAGE>
DEPRECIATION. Depreciation for the three month period ended March 31, 1996
was $3.3 million, an increase of $3.0 million, or 817%, as compared to the
same period in 1995. The overall increase primarily resulted from depreciation
on the Digital Broadcast Center and EchoStar I which were placed in service
during the fourth quarter of 1995 and the first quarter of 1996, respectively.
OTHER INCOME AND EXPENSE. Other expense for the three month period ended
March 31, 1996 was $3.4 million, an increase of $486,000, or 17% as compared
to the same period in 1995. The increase in other expense for the three month
period ending March 31, 1996 resulted primarily from a reduction in interest
income due to an overall decrease for the period in the 1994 Notes Escrow
Account, cash and marketable investment securities. This was partially offset
by a decrease in interest expense resulting from additional capitalized
interest in 1996 as compared to the same period in 1995.
PROVISION FOR INCOME TAXES. Income tax benefit for the three month period
ended March 31, 1996 was $4.8 million compared to $1.4 million during the
same period in 1995. This increase is principally the result of changes in
components of income and expenses discussed above during the three month
period ended March 31, 1996. EchoStar's deferred tax assets (approximately
$15.4 million at March 31, 1996) relate principally to temporary differences
for amortization of original issue discount on the 1994 and 1996 Notes and
various accrued expenses which are not deductible until paid. No valuation
allowance has been provided because EchoStar currently believes it is more
likely than not that these deferred assets will ultimately be realized. If
future operating results differ materially and adversely from EchoStar's
current expectations, its judgment regarding the need for a valuation
allowance may change.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows provided by operations were $7.8 million for the three month
period ended March 31, 1996 as compared to $3.8 million used by operations for
the same period in 1995. Cash provided by operations for the three month
period ended March 31, 1996 was mainly a result of deferred programming
revenue received related to the Dish Network-SM- and the sale of the majority
of Competitor DBS Receiver inventory. EchoStar expects any declines in
inventory to be offset by substantial increases in EchoStar Receiver System
inventory and related components. The anticipated increase in inventory is
expected to negatively affect cash flow in the short term. However, as
EchoStar builds its Dish Network-SM- subscriber base, the negative affect on
cash flow should be offset by an increase in revenue attributable to sales of
EchoStar Receiver Systems and Dish Network-SM- programming. In the event
subscriptions to Dish Network-SM- programming do not meet anticipated levels,
the negative affect on cash flow will continue.
Certain subsidiaries of EchoStar are parties to a credit facility (the
"Credit Facility") with Bank of America Illinois. The Credit Facility
expired in May 1996 and EchoStar does not currently intend to arrange a
replacement credit facility. Instead, EchoStar is using available cash to
collateralize its letter of credit obligations, which historically was the
only significant use of the Credit Facility. At March 31, 1996, EchoStar had
cash collateralized $15.5 million of certain standby letters of credit for
trade purchases which is included in restricted cash and marketable
securities in the accompanying balance sheet.
During June 1994, EchoStar issued 624,000 units consisting of $624.0
million principal amount of the 1994 Notes and 3,744,000 Warrants
(representing 2,808,000 shares of EchoStar Class A Common Stock) for aggregate
net proceeds of approximately $323.3 million, which were placed in the 1994
Escrow Account. Through March 31, 1996, $276.8 million had been withdrawn from
the 1994 Escrow Account. Of that amount, $28.3 million was to reimburse
EchoStar for monies expended for the construction and launch of EchoStar I and
EchoStar II prior to June 7, 1994, and will be reinvested in development of
the EchoStar DBS System. At March 31, 1996, approximately $251.9 million of
these proceeds had been applied to development and construction of the
EchoStar DBS System and approximately $24.9 million had been applied to other
permitted uses. As of March 31, 1996, approximately $63.6 million remained in
the 1994 Escrow Account, which included investment earnings.
17
<PAGE>
In March 1996, ESB consummated a private placement of the 1996 Notes. ESB
was formed in January 1996 for the purpose of the 1996 Notes Offering.
EchoStar has contributed all of the outstanding capital stock of its wholly
owned subsidiary, Dish, Ltd., to ESB. ESB issued 580,000 notes consisting of
$580.0 million principal amount of the 1996 Notes for aggregate net proceeds
of approximately $337.0 million of which $177.3 million was placed in the 1996
Escrow Account and the remaining $159.7 million is included in cash and cash
equivalents in the accompanying balance sheet at March 31, 1996. Through March
31, 1996, $7.5 million had been withdrawn from the 1996 Escrow Account for
development and construction of the EchoStar DBS System. As of March 31, 1996,
approximately $170.0 million remained in the 1996 Escrow Account, which
included investment earnings. Total cash on hand and marketable investment
securities at March 31, 1996 were approximately $165.0 million.
Based upon existing cash resources and expected revenue and expenses,
exclusive of Dish Network-SM- marketing expenses, EchoStar anticipates
requiring an additional $40.0 million in working capital in 1996 related to
operations and the development of the EchoStar DBS System. This cash
requirement could increase if subscribers are not added as planned or
expenses, including subsidization of EchoStar Receiver Systems, exceed
present estimates. Additionally, in 1996, EchoStar has expended or expects
to expend: (i) approximately $125.3 million in connection with the launch of
EchoStar II and EchoStar III; (ii) approximately $46.7 million for launch
insurance on EchoStar II and EchoStar III; (iii) approximately $52.5 million
for construction of EchoStar III and EchoStar IV; (iv) approximately $8.0
million for in-orbit payments to Martin Marietta on EchoStar I and EchoStar
II; (v) approximately $52.3 million for the purchase of DBS frequencies at
148DEG. WL; (vi) $10.4 million for other 1994 Escrow related expenditures
related to development of the EchoStar DBS System; and (vii) up to $95.0
million for the introduction, product marketing and other operating expenses
for the Dish Network-SM-. Funds for these expenditures, as well as proposed
expenditures beyond 1996 related to costs expected to be incurred in connection
with the construction and launch of EchoStar's first four satellites, in an
approximate amount of $235.0 million, are expected to come from the 1996
Notes Escrow Account, the 1994 Notes Escrow Account and available cash and
marketable investment securities. However, in order to continue development
of the third and fourth satellites beyond the third quarter in 1997,
additional capital will be required. There are no assurances that additional
capital will be available, or, if available, that it will be available on
terms favorable to EchoStar.
In addition to the commitments described above, EchoStar has entered into
agreements to purchase DBS satellite receivers and related components for the
EchoStar DBS System. As of March 31, 1996 those purchase order commitments
totaled as much as $622.2 million. At March 31, 1996, the total of all
outstanding purchase order commitments with domestic and foreign suppliers was
as much as $641.3 million. All but approximately $85.9 million of the
purchases related to these commitments are expected to be made during 1996 and
the remainder is expected to be made during 1997. EchoStar expects to finance
these commitments from available cash, marketable investment securities and
sales of inventory, including the sale of EchoStar Receiver Systems and
related products.
In the event price and marketing competition intensifies among DBS and
other "small dish" operators, EchoStar may be at a competitive disadvantage as
a result of its limited financial resources, and would be required to raise
additional capital during 1996 if DBS hardware subsidizations increase
significantly. EchoStar had outstanding $415.7 million and $778.6 million of
long-term debt (including the 1994 and 1996 Notes, deferred satellite contract
payments on EchoStar I and mortgage debt) as of December 31, 1995 and March
31, 1996, respectively. In addition, because interest on the 1994 Notes is not
payable currently in cash but accretes through June 1, 1999, the 1994 Notes
will increase by $241.8 million through that date. Also, because interest on
the 1996 Notes is not payable in cash but accretes through March 15, 2000, the
1996 Notes will increase by $230.0 million through that date. Contractor
financing of $28.0 million is available for EchoStar II. Interest on the
contractor financing is at the prime rate and principal payments are payable
in equal monthly installments over five years following the launch of the
satellite.
18
<PAGE>
AVAILABILITY OF OPERATING CASH FLOW TO ECHOSTAR
The 1994 and 1996 Notes Indentures impose various restrictions on the
transfer of funds among EchoStar and its subsidiaries. Although the 1996 Notes
are collateralized by the stock of Dish, Ltd., various assets expected to form
an integral part of the EchoStar DBS System (and not otherwise encumbered by
the 1994 Notes Indenture), and guarantees of EchoStar and certain of its other
subsidiaries, ESB's ability to fund interest and principal payments on the
1996 Notes will depend on successful operation of the Dish Network-SM- and ESB
having access to available cash flows generated by the Dish Network-SM-. If
cash available to ESB is not sufficient to service the 1996 Notes, EchoStar
would be required to obtain cash from other sources such as asset sales,
issuance of equity securities, or new borrowings. There can be no assurance
that those alternative sources would be available, or available on favorable
terms, or sufficient to meet debt service requirements on the 1996 Notes.
ASSETS OF PRINCIPAL GUARANTORS
EchoStar guarantees the 1996 Notes on a subordinated basis. EchoStar's
Equity Offering resulted in net proceeds of approximately $63.0 million.
EchoStar's assets at March 31, 1996 included assets purchased with those
proceeds and cash remaining from the Equity Offering. Substantially all of the
proceeds from the Equity Offering were used: (i) to secure launches for a
third and fourth satellite; (ii) to support, through loans to DBSC,
construction of a third satellite; (iii) to purchase, for $4.0 million,
convertible subordinated secured debentures from DBS Industries, Inc.; and
(iv) for general corporate purposes, including the down payment, for DBS
frequencies purchased at 148DEG. WL at the FCC Auction in January 1996, which
will be reimbursed with the proceeds of the 1996 Notes Offering.
OTHER
1994 AND 1996 NOTES
EchoStar I was successfully launched by Great Wall in December 1995. In
the event of a launch failure of EchoStar II, Dish, Ltd. would first be
required under the 1994 Notes Indenture to make an offer to repurchase
one-half of the then accreted value of the 1994 Notes. In the event that
EchoStar does not have the right to use orbital slot authorizations granted by
the FCC covering a minimum of 21 transponders at a single full CONUS orbital
slot, ESB and Dish, Ltd. will be required to make an offer to repurchase all
or a portion of the outstanding 1996 Notes and 1994 Notes, respectively.
Additionally, in the event that EchoStar DBS Corporation, a wholly owned
subsidiary of EchoStar, fails to obtain authorization from the FCC for
frequencies purchased at the FCC Auction in January 1996, or in the event that
such authorization is revoked or rescinded, ESB will be required under the
1996 Notes Indenture to repurchase the maximum principal amount of the 1996
Notes that may be purchased with the proceeds of any refund received from the
FCC.
If the DBSC Merger or similar transaction does not occur on or before March
1, 1997, ESB will be required to repurchase at least $83.0 million principal
amount of the 1996 Notes. Further, in the event that EchoStar incurs more than
$7.8 million in expenses (as defined in the 1996 Notes Indenture) in
connection with the DBSC Merger, ESB will be required to apply an amount equal
to such expenses minus $7.8 million to an offer to repurchase the maximum
principal amount of the 1996 Notes that may be purchased out of such proceeds.
If any of the above described events were to occur, EchoStar's plan of
operations, including its liquidity, would be adversely affected and its
current business plan could not be fully implemented. Further, EchoStar's
short-term liquidity would be adversely affected in the event of: (i)
significant delay in the delivery of certain products and equipment necessary
for operation of the EchoStar DBS System; (ii) shortfalls in estimated levels
of operating cash flows; or (iii) unanticipated expenses in connection with
development of the EchoStar DBS System.
19
<PAGE>
RECEIVER MANUFACTURERS
EchoStar has agreements with two manufacturers to supply the receiver
component of EchoStar Receiver Systems. To date, one of the manufacturers has
produced a receiver acceptable to EchoStar, and that manufacturer is presently
manufacturing receivers in quantities sufficient to meet expected demand. No
assurances can be given that EchoStar's other manufacturer will be able to
produce an acceptable receiver in the future. In the event the other
manufacturer is unable to produce a receiver acceptable to EchoStar, EchoStar
could be dependent on one manufacturing source for its receivers. To date,
EchoStar has paid this manufacturer $10.0 million and has an additional $15.0
million in an escrow account as security for EchoStar's payment obligations
under the contract.
EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 121, "Accounting for Impairment Of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS No.
121"). EchoStar has adopted SFAS No. 121 in the first quarter of 1996 and its
adoption has not had a material impact on EchoStar's financial position,
results of operations or cash flows.
Statement of Financial Accounting Standards No. 123 "Accounting for
Stock-Based Compensation" ("SFAS No. 123"), issued by FASB in October 1995 and
effective for fiscal years beginning after December 15, 1995, encourages, but
does not require, a fair value based method of accounting for employee stock
options or similar equity instruments. It also allows an entity to elect to
continue to measure compensation cost under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"), but
requires pro forma disclosures of net income and earnings per share as if the
fair value based method of accounting had been applied. EchoStar has adopted
SFAS No. 123 in the first quarter of 1996 and has elected to continue to
measure compensation cost under APB No. 25 and to comply with the pro forma
disclosure requirements. Therefore, this statement has had no impact on
EchoStar's results of operations.
IMPACT OF INFLATION; BACKLOG
Inflation has not materially affected EchoStar's operations during the past
three years. EchoStar believes that its ability to increase charges for
products and services in future periods will depend primarily on competitive
pressures. EchoStar does not have any material backlog of its products.
20
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
EchoStar is a party to certain legal proceedings arising in the ordinary
course of its business. EchoStar does not believe that any of these
proceedings will have a material adverse affect on EchoStar's financial
position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 6, 1996, EchoStar held its 1996 Annual Meeting of Shareholders. The
following items were voted upon and the results of such votes were as follows:
ELECTION OF DIRECTORS
The following individuals were elected to serve as Directors of EchoStar:
Number of Votes
--------------------------------
Name For Against Withheld
------------------ ----------- ------ --------
Charles W. Ergen 320,813,197 - 63,660
James DeFranco 320,813,197 - 63,660
R. Scott Zimmer 320,813,137 - 63,720
Raymond L. Friedlob 320,812,635 - 64,222
Alan M. Angelich 320,813,167 - 63,690
PROPOSAL TO APPROVE THE 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The votes were cast as follows:
Number of Votes
----------------------------------
For Against Withheld
----------- ------- --------
320,255,090 616,644 5,123
PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT
PUBLIC ACCOUNTANTS OF ECHOSTAR FOR THE YEAR ENDING DECEMBER 31, 1996
The votes were cast as follows:
Number of Votes
----------------------------------
For Against Withheld
----------- ------- --------
320,874,050 980 1,827
21
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
2.1* Amended and Restated Agreement for Exchange of Stock and Merger, dated as of May
31, 1995, by and among EchoStar Communications Corporation, a Nevada corporation
formed in April 1995 ("EchoStar"), Charles W. Ergen and EchoStar (incorporated
herein by reference to Exhibit 2.2 to the Registration Statement Form S-1,
Registration No. 33-91276).
2.2* Agreement regarding purchase of debentures between Dish, Ltd. (formerly EchoStar
Communications Corporation, a Nevada corporation formed in December 1993
("Dish")), SSE Telecom, Inc. ("SSET"), dated March 14, 1994, including Plan and
Agreement of Merger, by and among Dish, DirectSat Merger Corporation, DirectSat
Corporation and SSET (incorporated herein by reference to Exhibit 2.2 to the
Registration Statement on Form S-1, Registration No. 33-76450).
3.1(a)* Amended and Restated Articles of Incorporation of EchoStar (incorporated herein by
reference to Exhibit 3.1(a) to the Registration Statement on Form S-1,
Registration No. 33-91276).
3.1(b)* Bylaws of EchoStar (incorporated herein by reference to Exhibit 3.1(b) to the
Registration Statement on Form S-1, Registration No. 33-91276).
4.1* Indenture of Trust between Dish and First Trust National Association ("First
Trust"), as Trustee (incorporated herein by reference to the Registration
Statement on Form S-1 of Dish, Registration No. 33-76450).
4.2* Warrant Agreement between EchoStar and First Trust, as Warrant Agent (incorporated
herein by reference to the Registration Statement on Form S-1 of Dish,
Registration No. 33-76450).
4.3* Security Agreement in favor of First Trust, as Trustee under the Indenture filed
as Exhibit 4.1 (incorporated herein by reference to the Registration Statement on
Form S-1 of Dish, Registration No. 33-76450).
4.4* Escrow and Disbursement Agreement between Dish and First Trust (incorporated
herein by reference to the Registration Statement on Form S-1 of Dish, Registration No. 33-76450).
4.5* Pledge Agreement in favor of First Trust, as Trustee under the Indenture filed as
Exhibit 4.1 herein (incorporated herein by reference to the Registration Statement
on Form S-1 of Dish, Registration No. 33-76450).
4.6* Intercreditor Agreement among First Trust, Continental Bank, N.A. and Martin
Marietta Corporation ("Martin Marietta") (incorporated herein by reference to the
Registration Statement on Form S-1 of Dish, Registration No. 33-76450).
4.7* Series A Preferred Stock Certificate of Designation of EchoStar (incorporated
herein by reference to Exhibit 4.7 to the Registration Statement on Form S-1 of
EchoStar, Registration No. 33-91276).
4.8* Registration Rights Agreement by and between EchoStar and Charles W. Ergen
(incorporated herein by reference to Exhibit 4.8 to the Registration Statement on
Form S-1 of EchoStar, Registration No. 33-91276).
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.9* Indenture of Trust between ESB and First Trust, as Trustee (incorporated herein by
reference to Exhibit 4.9 to the Annual Report on Form 10-K of EchoStar, Commission
File No. 0-26176).
4.10* Security Agreement of ESB in favor of First Trust, as Trustee under the Indenture
filed as Exhibit 4.9 (incorporated herein by reference to Exhibit 4.10 to the
Annual Report on Form 10-K of Echostar. Commission File No. 0-26176).
4.11* Escrow and Disbursement Agreement between ESB and First Trust (incorporated herein
by reference to Exhibit 4.11 to the Annual Report on Form 10-K of EchoStar.
Commission File No. 0-26176).
4.12* Pledge Agreement of ESB in favor of First Trust, as Trustee under the Indenture
filed as Exhibit 4.9 (incorporated herein by reference to Exhibit 4.12 to the
Annual Report on Form 10-K of EchoStar, Commission File No. 0-26176).
4.13* Pledge Agreement of EchoStar in favor of First Trust, as Trustee under the
Indenture filed as Exhibit 4.9 (incorporated herein by reference to Exhibit 4.13
to the Annual Report on Form 10-K of EchoStar, Commission File No. 0-26176).
4.14* Registration Rights Agreement by and between the Issuer, EchoStar, Dish, New DBSC
and Donald, Lufkin & Jenrette Securities Corporation (incorporated herein by
reference to Exhibit 4.14 to the Annual Report on Form 10-K of EchoStar,
Commission File No. 0-26176).
10.1(a)* Satellite Construction Contract, dated as of February 6, 1990, between EchoStar
Satellite Corporation ("ESC") and Martin Marietta Corporation as successor to
General Electric EchoStar, Astro-Space Division ("General Electric") (incorporated
herein by reference to the Registration Statement on Form S-1 of Dish,
Registration No. 33-76450).
10.1(b)* First Amendment to the Satellite Construction Contract, dated as of October 2,
1992, between ESC and Martin Marietta as successor to General Electric
(incorporated herein by reference to the Registration Statement on Form S-1 of
Dish, Ltd. Registration No. 33-76450).
10.1(c)* Second Amendment to the Satellite Construction Contract, dated as of October 30,
1992, between ESC and Martin Marietta as successor to General Electric
(incorporated herein by reference to the Registration Statement on Form S-1 of
Dish, Ltd. Registration No. 33-76450).
10.1(d)* Third Amendment to the Satellite Construction Contract, dated as of April 1, 1993,
between ESC and Martin Marietta (incorporated herein by reference to the
Registration Statement on Form S-1 of Dish, Ltd. Registration No. 33-76450).
10.1(e)* Fourth Amendment to the Satellite Construction Contract, dated as of August 19,
1993, between ESC and Martin Marietta (incorporated herein by reference to the
Registration Statement on Form S-1 of Dish, Ltd. Registration No. 33-76450).
10.1(f)* Form of Fifth Amendment to the Satellite Construction Contract, between ESC and
Martin Marietta (incorporated herein by reference to the Registration Statement on
Form S-8 of EchoStar, Registration No. 33-81234).
10.1(g)* Sixth Amendment to the Satellite Construction Contract, dated as of June 7, 1994,
between ESC and Martin Marietta (incorporated herein by reference to the
Registration Statement on Form S-8 of EchoStar, Registration No. 33-81234).
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
10.2* Satellite Launch Contract, dated as of September 27, 1993, between ESC and the
China Great Wall Industry Corporation (incorporated herein by reference to the
Registration Statement on Form S-1 of Dish, Ltd. Registration No. 33-76450).
10.3* Distributor Agreement, dated as of July 30, 1993, between Echosphere Corporation
("Echosphere") and Thomson Consumer Electronics, Inc. (incorporated herein by
reference to the Registration Statement on Form S-1 of Dish, Ltd. Registration No.
33-76450).
10.4* Master Purchase and License Agreement, dated as of August 12, 1986, between
Houston Tracker Systems, Inc. ("HTS") and Cable/Home Communications Corp. (a
subsidiary of General Instruments Corporation) (incorporated herein by reference
to the Registration Statement on Form S-1 of Dish, Ltd. Registration No. 33-76450).
10.5* Master Purchase and License Agreement, dated as of June 18, 1986, between
Echosphere and Cable/Home Communications Corp. (a subsidiary of General
Instruments Corporation) (incorporated herein by reference to the Registration
Statement on Form S-1 of Dish, Ltd. Registration No. 33-76450).
10.6* Merchandising Financing Agreement, dated as of June 29, 1989, between Echo
Acceptance Corporation ("EAC") and Household Retail Services, Inc. (incorporated
herein by reference to the Registration Statement on Form S-1 of Dish, Ltd.
Registration No. 33-76450).
10.7* Key Employee Bonus Plan, dated as of January 1, 1994 (incorporated herein by
reference to the Registration Statement on Form S-1 of Dish, Ltd. Registration
No. 33-76450).
10.8* Consulting Agreement, dated as of February 17, 1994, between ESC and Telesat
Canada (incorporated herein by reference to the Registration Statement on Form S-1
of Dish, Ltd. Registration No. 33-76450).
10.9* Form of Satellite Launch Insurance Declarations (incorporated herein by reference
to the Registration Statement on Form S-1 of Dish, Ltd. Registration No. 33-76450).
10.10* Dish, Ltd. 1994 Stock Incentive Plan (incorporated herein by reference to the
Registration Statement on Form S-1 of Dish, Ltd., Registration No. 33-76450).
10.11* Form of Tracking, Telemetry and Control Contract between AT&T Corp. and ESC
(incorporated herein by reference to the Registration Statement on Form S-8 of
EchoStar, Registration No. 33-81234).
10.12* Manufacturing Agreement, dated as of March 22, 1995, between HTS and SCI
Technology (incorporated herein by reference to Exhibit 10.12 to the Registration
Statement as Form S-1 of Dish, Ltd., Commission File No. 33-81234).
10.13* Manufacturing Agreement dated as of April 14, 1995 by and between ESC and Sagem
Group (incorporated herein by reference to Exhibit 10.13 to the Registration
Statement on Form S-1 of EchoStar, Registration No. 33-91276).
10.14* Statement of Work, dated January 31, 1995 from EchoStar Satellite Corporation Inc.
to Divicom Inc. (incorporated herein by reference to Exhibit 10.14 to the
Registration Statement on Form S-1, Registration No. 33-91276).
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
10.15* Launch Services Contract, dated as of June 2, 1995, by and between EchoStar
Satellite Corporation and Lockheed-Khrunichev-Energia International, Inc.
(incorporated herein by reference to Exhibit 10.15 to the Registration Statement
on Form S-1, Registration No. 33-91276).
10.16* EchoStar 1995 Stock Incentive Plan (incorporated herein by reference to Exhibit
10.16 to the Registration Statement on Form S-1, Registration No. 33-91276).
11 Computation of Earnings Per Share for the three months ended March 31, 1996.
27 Financial Data Schedule
</TABLE>
- ------------------------
* Incorporated by reference pursuant to Rule 12D-32 under the Securities and
Exchange Act of 1934, as amended.
(b) REPORTS ON FORM 8-K.
No current reports on Form 8-K were filed by EchoStar during the period
covered by this Quarterly Report on Form 10-Q.
25
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
EchoStar Communications Corporation
Date: May 13, 1996 /s/ Steven B. Schaver
-------------------------------
Steven B. Schaver
Vice President and Chief Financial Officer
/s/ Steven B. Schaver
-------------------------------
Steven B. Schaver
Principal Financial Officer
26
<PAGE>
EXHIBIT 11
PAGE 1 OF 2
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
PRIMARY EARNINGS PER SHARE CALCULATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
INCOME DATA: 1995 1996
---- ----
<S> <C> <C>
Net loss $(2,240) $(7,221)
Preferred stock dividends (301) (301)
------- -------
Net loss applicable to common shares $(2,541) $(7,522)
------- -------
------- -------
COMMON AND COMMON EQUIVALENT SHARES:
Weighted average common shares 33,544 40,376
Equivalent common shares from warrants -- (a) -- (a)
Equivalent common shares from stock options -- (a) -- (a)
------- -------
Common and common equivalent shares 33,544 40,376
------- -------
------- -------
EARNINGS PER COMMON SHARE:
Net loss per common and common
equivalent shares $ (0.08) $ (0.19)
------- -------
------- -------
</TABLE>
(a) Excludes common stock equivalents which are antidilutive.
<PAGE>
EXHIBIT 11
PAGE 2 OF 2
ECHOSTAR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
FULLY DILUTED EARNINGS PER SHARE CALCULATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
INCOME DATA: 1995 1996
---- ----
<S> <C> <C>
Net loss applicable to common shares $(2,541) $(7,522)
------- -------
------- -------
COMMON AND COMMON EQUIVALENT SHARES:
Weighted average common shares 33,544 40,376
Equivalent common shares from warrants -- (a) -- (a)
Equivalent common shares from stock options -- (a) -- (a)
Weighted average common shares from
conversion of preferred stock -- (a) -- (a)
------- -------
Common and common equivalent shares 33,544 40,376
------- -------
------- -------
EARNINGS PER COMMON SHARE:
Net loss per common and common
equivalent shares $ (0.08) $ (0.19)
------- -------
------- -------
</TABLE>
(a) Excludes common stock equivalents and convertible preferred stock which
are antidilutive.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
accompanying consolidated balance sheet of Echostar Communications Corporation
and Subsidiaries as of March 31, 1996 and the related consolidated statements of
income and cash flows for the three months ended March 31, 1996 and is qualified
in its entirety by reference to those financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 164,813
<SECURITIES> 212
<RECEIVABLES> 11,688
<ALLOWANCES> (1,616)
<INVENTORY> 27,298
<CURRENT-ASSETS> 226,642
<PP&E> 373,400
<DEPRECIATION> (13,579)
<TOTAL-ASSETS> 964,671
<CURRENT-LIABILITIES> 32,870
<BONDS> 783,427
17,496
0
<COMMON> 404
<OTHER-SE> 131,467
<TOTAL-LIABILITY-AND-EQUITY> 964,671
<SALES> 40,654<F1>
<TOTAL-REVENUES> 41,467
<CGS> 36,033<F2>
<TOTAL-COSTS> 50,096
<OTHER-EXPENSES> 3,383
<LOSS-PROVISION> 621
<INTEREST-EXPENSE> 6,043
<INCOME-PRETAX> (12,012)
<INCOME-TAX> 4,791
<INCOME-CONTINUING> (7,221)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,221)
<EPS-PRIMARY> (.19)
<EPS-DILUTED> (.19)
<FN>
<F1>Includes sales of programming.
<F2>Includes the cost of providing programming.
</FN>
</TABLE>
