EchoStar Corporation

Greetings and welcome to the Echostar Corporation Q2 2026 earnings conference call. At this time, all participants are in a listen-only mode. A question and answer session will follow a formal presentation. If anyone should require operator assistance, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce Jeff Blum. Acting Chief Legal Officer and Secretary. Thank you. You may begin.

Good afternoon. I'm here with Charlie Ergen, Paul Orban, our CFO, and John Swieringa, our COO. We will begin with opening remarks from Charlie, followed by a question and answer session. We ask that any participant producing a report not identify other participants or their firms in such reports. We also do not allow audio recordings. All statements we make during this call, other than statements of historical fact, constitute forward-looking statements made pursuant to the safe harbor provided by the Securities Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause our actual results to be materially different from historical results and from any future results expressed or implied by the forward-looking statements. For a list of those factors and risks, please refer to our annual report on Form 10-K for the fiscal year ended December 31, 2025, our 10-Q file today, and our subsequent filings made with the SEC. This information and supplement materials relating to today's call will be posted on our investor relations websites. All cautionary statements we make during the call should be understood as being applicable to any forward-looking statements we make wherever they appear. You should carefully consider the risks described in our reports and should not place any undue reliance on any forward-looking statements. We assume no responsibility for updating any forward-looking statements. We refer to OIBDA and free cash flow during this call. The comparable gap measure and a reconciliation for OIBDA is presented in our earnings release and in the case of free cash flow in our Form 10Q as filed today with the SEC. With that, I'll turn it over to Charlie. Thank you, Jeff.

We're just going to take questions, but before we take questions, I just want to give a few opening comments. As you all know, August 1st, we had a $1.5 billion bond maturity for Hughes Corporation. We had discussions with the bondholders, but weren't able to come up with a workable solution. So we filed Chapter 11 bankruptcy this morning for Hughes. I want to make just a couple points on that. One is this filing is strictly limited to the Hughes entities. It does not include Echo Star Corporation or other non-Hughes subsidiaries or even Hughes International entities. Second, we have first aid motions this afternoon in front of the court to ensure that Hughes continues to operate normal course of business. And that means we're paying our employees, we're delivering for customers and channel partners as usual. and we expect to fulfill all ongoing forward commitments to our vendors. And third, we don't know how long bankruptcy will take before we can emerge restructured. As a result of the litigation that is expected in this, we won't take questions on Hughes, but I would refer you in our, you are referred in our press release, there's a link to our filing that I think lays out the chapter and verse, the details there. So with that, we'll take questions.

Thank you. And at this time, we will conduct the question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. for participants using speaker equipment. It may be necessary to pick up your handset before pressing the star keys. And your first question comes from David Barden with New Street Research. Please state your question.

Hey, guys. Thanks so much for taking the questions. I guess I wanted to start with Charlie. No one probably knows better than you the discount to which Echo Star trades. to its, you know, remaining portfolio of assets and SpaceX. Now that you've got the AT&T money, it would seem a logical thing to start buying back stock. And if not, why not? And what would be the priority for that capital next? Thank you.

Yeah. Thanks, Dave, for the question. I think the way, first of all, you will see in the 10K portfolio 10Q, I guess, that we did increase the authorization. The board increased the authorization from up to $5 billion of buyback. So it's obviously one of the things that we look at based on our capital structure is one of the things that we look at. I would say first and foremost, we look at investing in our business. So we'd look at our existing businesses to invest in. and the opportunities there. And then, you know, Echo Star Capital now under the leadership of Tom Cullen. We look at other things we can look at, which could include our own company. And then after that, if we can't find anything there, then you get work all the way down to paying dividends. So we've been a good steward of capital for a lot of years, and I hope we'll continue to do that.

Appreciate that, Charlie. Thank you.

Your next question comes from Brent Penter with Raymond James. Please state your question.

Hey, guys. Thanks for taking the questions. A couple for me. First, I want to follow up on David's question. You mentioned Echo Star Capital, and that was folded under the corporate development arm. Does that represent any change in philosophy about how you're investing at Echo Star Capital and any change to the the list of kind of opportunities you gave back in November last year.

Yeah, Brent, no, really no change other than it's probably a little bit more efficient since we're kind of under one roof and probably move a little bit faster just because we're like literally in the same area in the company and obviously Tom comes with a wealth of experience in the long term with in the industry, not just at Echo Star.

Okay, got it. And then on the SpaceX transactions, given where the SpaceX market cap is today compared to the $400 billion valuation it was when you signed the deals, the implied value is obviously much higher. How do you size the expected tax payment today? And then are you doing any hedging on that or have you all had any discussions with SpaceX about alternative ways that you could structure those deals to reduce or delay those taxes?

Yeah, Brent, those are all good questions. I guess the way I try to answer the question is we still are of mind that the cost of of finalizing the liquid, the termination of our wireless network and our tax liabilities in that $5 to $7 billion range. We don't know the answer on where we're going to be there. It could be a little higher, a little lower than that. A, obviously, there's litigation on the termination of the network. And there, obviously, we don't know. where SpaceX will be in the future. But we know that there's things like 1033 exchanges and things that can reduce tax liability. So we're in that $5 to $7 billion range in terms of what we think it's going to be. But that includes our wireless network termination. Again, we're a good steward of capital, so we're looking at everything and how we can make sure that we take care of capital the best way.

Okay, got it. And then how are you all thinking about Boost Mobile strategically? And if you wanted to engage in any kind of M&A or partnerships in that business, how restrictive are the NSA and MNSA contracts with T-Mobile and AT&T and changing control provisions there?

Well, I can't get into the actual contracts, but I talk about Boost in general. One is we haven't, as management, we haven't cracked the code on how to be successful to the level we'd like to in the wireless business. In general, we've treaded water for four years now. We were slightly cash positive in the quarter, but we did lose subscribers. But having said that, we have new leadership with Bob Rupczynski who joined us four or five months ago and he's certainly taken a fresh approach. We think we have some strategic initiatives going forward that will reinvigorate that part of our business. In general, all of our businesses have to run at a profit. long-term, and they have to have a right to exist because everybody's only as good as their last quarter. We like the business. We're disappointed that we haven't done better in it. It's a great challenge for us, but it's strategically important for us, and we do have a fair amount of flexibility contractually to whether it be M&A or partnering with people. And, you know, we'll continue to see if we can figure out how to be productive there.

All right. Great. Thanks, Charlie.

Your next question comes from Sebastiano Petty with J.B. Morgan. Please state your question.

Hi, thanks for taking the question. Charlie, just maybe going back to David Barton's question, just, I mean, why increase the buyback from $2 to $3 billion but yet be out of the market? I mean, is there anything, like, that is precluding Echostar from buying back stock currently in the market? And then maybe just a follow-up, thinking about the remaining assets, particularly AWS3, I mean, how are you thinking about that now on the other side of the auction space? and perhaps maybe Timeline. And I think, would there be any debt that would need to be paid off from the sale of the AWS3 spectrum at this point? Thank you.

Yeah. We do have some restrictions on buying back stock in our bond indentures. So I don't know how public those are, but we do have some restrictions. The way I would look at Echo Star, or the way I look at it, or I think the way we look at it is, that having closed the AT&T transaction, right, and putting $2.4 billion into an escrow for the closing down of our network that is mandated by the FCC, right? and put that $2.4 billion aside. We have about, when you look at the total company, we have about $14 or $15 billion in cash. We have that $5 to $7 billion liability, in our opinion, going forward, which includes the $2.4 billion. And then we... We have Boost, which we haven't shown. It's certainly a valuable company or potentially a valuable company. And we have our traditional video business, which continues to go off cash. And then in addition to that, we have 261.8 million shares of SpaceX. And obviously, you can figure out, at least publicly, what the value of that is. and then we have spectrum, still a solid spectrum position of AWS3, CBRS, 700 megahertz, et cetera, that you could take a stab at in terms of valuation. And we have excluding Hughes, which is obviously in the restructuring process today and which will ultimately get sorted out. We have about $5 billion of cash, I mean of debt, and we have another, almost $8 billion of debt that SpaceX transaction will pay at closing. And then we have $1.9 billion of convert debt that at this point is in the money would convert. So you end up with a company that's cash rich, not much debt. We're pretty easy to look at the value and then obviously the conglomerate discount that people give to the marketplace or the lack of confidence in management or whatever the discount rate is, that's how you value the company. And then going forward, we're going to, as we always have, look for opportunity and manage the business in a respectable fashion. This year is interesting because we're, unfortunately, a lot of focus is really just cleaning up the network shutdown and now cleaning some of that up through the courts just because we had no other choice but to do that. And then getting into the position to focus our company on moving forward with all the opportunities that we have. And then in addition to that, that pivot to an asset, a cash-rich company. There's a pivot. Every company is going through the pivot to AI and how it affects your business. And, you know, our company wasn't built for AI. We didn't know anything about it years ago. And so we have to pivot. And in a funny sort of way, there's a restructuring going on within Echo Star to say how do we take advantage of that paradigm shift of how AI changes businesses and the way businesses operate. and I think a lot of our success in the future will be dependent on how well we do with that and it's certainly way too early to tell how we're going to do with that, but culturally our team's excited about it and very focused on it.

Thanks.

Your next question comes from Walter Pajacek with LightShed. Please, your question.

Thanks. Just a question on the DBS prepackaged proceedings. I know bidders could still obviously potentially emerge during this process, but assuming that you end up being the kind of stalking horse bidder and the winner of those assets, just thoughts on what you do with the radios. Has there been any appetite in the market for the redeployment of those radios for a wholesale fourth network? and any other assets that you might end up, you know, effectively still owning at the end of that reorg.

It would be, well, it would be, it'd be way premature to speculate on that. I mean, I think that the, you can see our stocking horse bid I think was potentially $300 million, somewhat less than that because of cash on hand.

So you can,

hypothesize that there's not, at least in our opinion, there's not a lot of liquidation value there. So I think it's relatively immaterial in the scheme of things when you look at the other assets that we have. Got it. I think, and Walt, if I could cut you off there, I think the more important thing, the way I would look at it, is that we're a unique company in the sense that we have mobility through Boost. You know, we have a lot of broadband relationships, not the least of which is through SpaceX, and we have video. And so we know connectivity pretty well, and connectivity is going to take a lot of different shapes for customers, but most customers are going to need Wi-Fi, broadband, whether that be through a cable or satellite, maybe some people with both. People still have video needs, and we're uniquely positioned to do that because it looks to me like in terms of an actual network, the big three network have done a good job of building a pretty big moat. around their businesses. And we kind of play with one foot in that business as well. So the real key is the knowledge base we have, the fact that we play in a lot of different places in the connectivity field, I think will be helpful for us going forward. We have to prove it, of course.

You bid also in the reauction of the DE stuff. Do you have plans to bid in the upcoming CBAN auction or does any deal that you have with the FCC where obviously you've committed to sell your existing Spectrum, does that prohibit you from bidding in upcoming auctions or even secondary market transactions for Spectrum?

Yeah. The auction rules aren't out for the C-band auction, but we would anticipate that we would not be prevented from participating. And we've participated, I think, in every auction since the first one. Actually, the first one was a satellite auction we participated, but the first terrestrial one we did not participate in, but we participated in ones after that. I don't think we'll be prevented. Whether it would make any sense for us to participate given where we are, that's a whole different question and we certainly haven't analyzed that. Secondary market transactions, if there was something that we thought was strategic important that would enhance the value of our company, we would look at it.

Just one last question. You know, this EcoStar Capital, the last time this topic was discussed, I think The way Hamid at the time had answered it made it seem like the top priority was like finding new investments and taking all this capital that you're getting from the spectrum sales and finding new stuff. It sounds a little different in terms of the tone where, you know, you're saying obviously invest in what you already have, right? And then share repurchase and dividends. And I know it was mentioned kind of new initiatives, but is that kind of deprioritized? in terms of the use of capital when all this cash starts flowing in from the spectrum sales?

No, I think I would say it a different way. I think obviously investing in our core businesses today where we have opportunities. But secondarily, the second thing we would look at is the opportunities that Hamid has already identified. He identified quite a few and quite a few relationships, some of which we already had. So I think we would look at returns there. And then as part of that, as a subset of that, you would look at your own company, right? It just depends on how you would evaluate those opportunities. And I guess I'd say a cautionary note, we're going to be patient. I mean, the market is pretty frothy. We're not going to rush out to do something and overpay for something just because we have money. I can only tell you from playing poker, you can win a few big hands and you're still going to bet the same way. I'm playing the odds. It's pretty frothy right now. We probably are more cautious than some

Okay, thank you.

Your next question comes from Michael Rollins with Citi.

Please go ahead with your question.

Thanks and good afternoon. I'm just curious, Charlie, if I could ask a follow-up to that and then a second question. So the follow-up, when you discuss being more cautious than some, does that also apply to the value of Echo Star or is that specifically relating to other investments or new investment opportunities? And then secondly, just if you're able to clarify, did I read correctly that you're still waiting on an on a waiver from the FCC with respect to holding on your spectrum without a network. And is there any outstanding risk that the FCC could take back remaining licenses that you still control and own that may preclude you from monetizing the spectrum you discussed earlier, the AWS3, the CBRS, the 700 megahertz? Thanks. Okay.

I'll take the first part, and then Jeff will take the second part. We're cautious about everything. That includes Echo Star. We're just cautious on the marketplace in terms of a lot of our value is based on SpaceX. So we're just cautious. We're not pessimistic. We're just cautious because things are at historical highs on almost every metric. that's all you know that may be stupid that may be smart we don't know.

In terms of spectrum so in September as you know the FCC from the chairman confirmed that we admit our build-outs we admit our commitments so that is sort of like the last official statement from the FCC as you mentioned we have filed a waiver for our remaining spectrum licenses to sell those for fair value you know in exchange for an extension of building out the network. We're awaiting that. It makes sense now that we don't have a network any longer for that to be granted. So we hope the FCC will roll on that in the near term.

Thank you.

Your next question comes from Brian Craft with Deutsche Bank. Please state your question.

Hi, thank you. I have a few, if I could, mostly follow-ups. I guess first, just going back to the buybacks, will you be seeking an amendment to the covenant that's restricting the share repurchases? And then also related to that, would you consider buying back the converts in the open market, which I don't believe would need an authorization? And then on the investing side, I was just wondering if you could elaborate on the change in strategic direction that was alluded to in the 8K announcing Hamid's resignation and what that really meant. And then, you know, just going to the topic of DBS consolidation, which obviously there's a carve out for in the covenants and the prepack. One of the worries that investors have is that DISH could end up being the buyer in that scenario. I know the last time obviously DirecTV was the buyer. So just curious how you're thinking about at this point if there were going to be a combination. I know that's not a guarantee. Is it more likely that it would be similar to the September 2024 merger agreement where DirecTV was the buyer or would you be open to being the buyer? and then just the last one, I just wanted to sort of do a reality check with you and just maybe what the risk is on the timeline for the DISH Wireless and DISH DBS bankruptcies just given the opposition from the infrastructure companies.

Thank you. I'll take that last one, the timeline of DISH Wireless first. I think our confirmation hearing, it's a confirmation hearing, is set for October 13th. So I think our expectation today is that this wireless bankruptcy could be wrapped up in the fourth quarter this year. Now I'll go back to your first question, buybacks. I mean, we do have some restrictions on buyback. And to the extent we ever wanted to buy something back, we'd look at and many more. We look at everything, right? The converts, it's my understanding that we don't have any restrictions on buying converts, but whether that would make sense for us is a whole other question. Exchange in investing, Ameet had done a lot of work on that side, and again a lot of things that he put in place he's kind of handed off to Tom and I don't see a change in that strategy other than you know we we forced other than other than we because we're all kind of out of one place now we're all kind of a daily conversation so that just communication is a little bit better I think we look at our core businesses first a little and and Tom is heavily involved in that so he he has he had additional things going on that Hamid didn't have going on now that's all combined and and so the priorities are still pretty much the same look at our business look at other opportunities And if we can't find anything, use our capital, whether it be stock buybacks or dividends. So, you know, good management is going to find opportunity. You know, but because things are frothy, I think opportunities are a little bit harder because there's a lot of cash in the sidelines and some pretty interesting valuations out there.

Am I hearing it correctly?

Oh, DirecTV. You know, I've always said it's inevitable to put the companies together. We've probably squandered some opportunity to do that because obviously the synergies, there's still synergies there, but they're obviously not as high as they would have been before. But I think... We would look at it. We have no preconceived notions if there was a willingness on DirecTV's part to do something with the companies and what that might look like. Buyer, seller, joint, we have no preconceived notions of that. The question would be, is there something at the right value? We're playing a little bit longer term game at DISH. We're investing in that business. We're investing in how we approach the customer and the customer relationships. In the short term, that's kind of a negative to EBITDA. You could have a shorter term approach and make those numbers go up and We have to look at it from a holistic perspective and say we know the business well, we know the industry well, and I think we have pretty good ideas of valuations. If there's something where people could agree on valuations or agree on incentives going forward, then that would be – when I say invest in our businesses, that's one of those things where you would invest in it. But if somebody made the right offer, it's not a critical component of what we have to have going forward.

But we like that business. And just on the buyback, I mean, Charlie, it sounds like you don't have any real plan to buy back stock. And maybe you're even a little cautious on the valuation of Echo Star because of the valuation of SpaceX, even though your stock is trading at like a 50% discount to NAV. and you're increasing the authorization to $5 billion, I think we're all kind of struggling to understand what the real message is here and why you increase the authorization while you sound like you don't really have any plans to buy back stock. Is there something that we're missing here or can you maybe shed a little more light on that?

Yeah, I mean, yes, you're missing the fact that A, Good management gets themselves in position to have flexibility. So obviously a larger buyback doesn't requires to buy anything back. But should the marketplace be displaced or we see an opportunity because we don't have other opportunities, then we're positioned to do something if we want to. I think also missing that I know you got to write reports and you got to analyze things. but again, this is a company that's got a 46-year track record of managing capital and running a relatively successful business despite massive changes sometimes in our future over those 46 years. I don't think we fit into the normal box of professional management, multiple of EBITDA, come to conferences and talk about how great you're going to do and get to the end of the quarter and do unhealthy long-term things to make a particular number. I mean, we think about it long-term. We think about growing value for our shareholders long-term, and we try to make the best decisions. We're making decisions that an owner would make. an owner that believes in building long-term value and it doesn't fit into the normal box of what you might do. So as a result of that, I'm not trying to be evasive. We don't know what we'll do with our capital other than we believe that with our capital it will be prudent. And we probably have some mix of risk in terms of some things we take Relative risk on and some places were conservative, but we're generally conservative as a company, right? It's rare that we take, you know, a big risk. We've had to do it a few times. Most of the time it's turned out successful, but we're generally a conservative company.

I certainly appreciate that and thank you for the answer. I do think there's a big opportunity to create long-term value, though, because of that NAV discount.

That was more the nature of the question, but thank you. I think it's Captain Obvious.

Thank you. And a reminder to the audience, if you'd like to ask a question, press star 1 on your phone. To remove yourself from the queue, press star 2. Your next question comes from Mark Dunbar with JP Morgan. Please state your question.

Hi, Charlie. I appreciate you taking the question.

Just given all the various lawsuits and machinations over the past year, just wondering how you think about access to the capital markets going forward. obviously have a lot of cash. I would like to just get your thoughts on that.

Well, A, I don't think we need access to the capital markets today, so we're not really thinking about that. But I do think it's important to try to work with our bondholders to get to a good solution. And I include vendors in that. I mean, the tower companies did a good job for us. but on the other hand, they made a lot of money on us and they're going to lease out their capacity to others and so, you know, the way I look at it, I look at it to do things professionally and realistically and unemotionally and That's what we'll try to do. I've said this many times. It's unfortunate that particularly the tower companies instituted litigation because it stopped the communication. I have lawyers on both sides. Lawyers make money by litigating. They have no incentive to try to get clients together, and you end up going through attorneys, and it takes a while. It takes much longer to get to the right answers. which normally ordinary people who are realistic and want to get to a solution that's better than not having a solution, it just takes longer time. So it's unfortunate that the litigation happened, but I knew as soon as that started getting litigated that that was going to lead to a much longer procedure. We have a third party, which is a judge in bankruptcy, and the third party is going to make decisions for us, which one side or the other may like or not like. My experience has been I'd rather make that decision myself in negotiation, but it takes two to tango. Okay.

Makes sense. Thanks.

And your next question comes from Michael Abate-Marco with and Helix Partners, please state your question.

Hey Charlie, thanks for taking the call and the questions. I just was wondering if you'd be able to clarify the five to seven billion liability as relates to the SpaceX taxes. Does that also include the kind of appreciation and value in SpaceX and does that include any kind of 1033 dynamics?

It really, the answer is is, it's taken all those variables into account. And again, it's our best guess. But it could be, you know, it could be a little higher, a little lower. It's just, we're trying to give you some indication of where it might be. So, you know, if you took a, take the high end of that, took $7 billion and said, here's where we think it's going to be, you probably got a, You probably got a model that's realistic for what we know today. So we're trying to give you some guidance, but we don't normally give guidance. And I guess don't even take this guidance as guidance. But it's our best guess. And what makes it difficult is there are a lot of variables because there could be 1033s. There could be other things that affect. We have litigation that's going to affect the shutdown cost of the network. We have, so, you know, obviously it could be higher given where the power companies think things should go. So, but, you know, as of today, and we'll let you know if things change, but as of today, we still see things in that range. It's up to us as management. It's going to take some work to get it to that range. We're certainly not there yet.

All right. Thank you very much. Have a good day.

Thank you.

Thank you. Once again, to ask a question, press star 1 on your phone. We'll pause for a few moments while we pull for questions.

Thank you. Once again, press star one to ask a question. Press star two to remove yourself from the queue. All right, I'll now turn and pan the floor back to management. One moment, please.

and with that we will conclude today's call at Pardsman Disconnect. Have a good day.