Deepak V. Dutt - Vice President, Treasurer, Investor Relations Officer and Member of Disclosure Committee Dean A. Manson - Senior Vice President, Secretary, General Counsel and Member of Disclosure Committee Michael T. Dugan - Chief Executive Officer, President and Director David J.

Rayner - Chief Financial Officer, Executive Vice President and Treasurer Markus Wayne Jackson - President of EchoStar Technologies LLC Pradman P. Kaul - Chairman of the Board of Managers, Chief Executive Officer and President Anders N. Johnson - President.

Jason B. Bazinet - Citigroup Inc, Research Division Andrew Spinola - Wells Fargo Securities, LLC, Research Division Chris Quilty - Raymond James & Associates, Inc., Research Division Andrew DeGasperi - Macquarie Research.

Good morning. My name is Charice, and I will be your conference operator today. At this time, I would like to welcome everyone to the Q1 2014 Earnings Call for EchoStar Corporation. [Operator Instructions] I would now to turn the conference over to Deepak Dutt. Go ahead, Deepak..

Thank you, and good day, everyone. Welcome to EchoStar's first quarter 2014 earnings call.

I'm joined today by Mike Dugan, our CEO; Dave Rayner, CFO; Pradman Kaul, President of Hughes; Mark Jackson, President of EchoStar Technologies; Anders Johnson, President of EchoStar Satellite Services; Ken Carroll, Executive Vice President, Corporate and Business Development; Dean Manson, General Counsel; Grant Barber, CFO, Hughes; and Tom McElroy, Controller.

As you know, we invite media to participate in listen-only mode on the call and ask that you not identify participants or their firms in your reports. We also do not allow audio taping, which we ask that you request -- rather, you respect. Let me now turn this over the Dean Manson for the Safe Harbor clause.

Dean?.

Thanks, Deepak, and hello, everyone.

All statements we make during this call that are not statements of historical fact constitute forward-looking statements, which 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 such forward-looking statements.

For a list of those factors and risks, please refer to our Annual Report on Form 10-K and our quarterly report on Form 10-Q filed in connection with our earnings. All cautionary statements we make during this 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 report and should not place undue reliance on any forward-looking statements. We assume no responsibility for updating any forward-looking statements. I'll now turn the call over to Mike Dugan..

Thank you, Dean, and Deepak. First, I want to thank all you guys for joining us -- or guys and gals for joining us on the call today. I know you've got a ton of other companies to follow, and your interest in EchoStar is much appreciated. I'll first give you a brief overview of our progress for first quarter of '14, and then Mr.

Dave Rayner will follow up with some specifics about our financial results. Once again, we had another solid quarter, with $826 million of revenue compared to $795 million in the first quarter of '13. We also had another quarter of subscriber growth at our Hughes consumer business.

We are pleased to announce that we closed our satellite transaction with DISH that was discussed during last quarter's call. Finally, we closed on an agreement to expand our broadband consumer service to Brazil. Specifics on EchoStar Technology. We had previously made several exciting announcements relating to our set-top box and Sling product lines.

In the first quarter, we launched a product called Super Joey for DISH, which expands the already popular Hopper whole-home DVR system, or network, from a 3-tuner system to a 5-tuner system. Additionally, the Virtual Joey software application for certain models of LG smart TVs and the PlayStation 3 gaming console was launched in the first quarter.

This allows those devices to run off the Hopper as if it was a Joey. The whole-home experience includes live TV, recordings and navigation. And with the expansion to 5 tuners, it gives a dramatic improvement, along with Primetime Anytime.

These innovative enhancements offer flexibility and content access unlike any other product still in the marketplace. In addition, Channel Master introduced the EchoStar-designed DVR+, an ultraslim over-the-air DVR with an integrated guide for all content, the ability to host an external hard drive, and, of course, it's fully Sling compatible.

We also launched the Slingbox 350 for retail sales in Mexico with our distribution partner Eckhert, Crossroads at leading retailers, including Costco, Sony, Sears, Liverpool and others and directly via the online store. Turning to our Hughes Consumer Internet Service business. We had another solid quarter, with 54,000 net subscriber adds.

This growth came through contributions from all of our sales channels, including our wholesale side. Since the launch of our broadband Gen4 service on October 1, 2012, we've added a net of 319,000 subscribers, and we ended the first quarter of '14 with 914,000 subscribers.

Our Hughes Brazilian subsidiary entered into a 15-year contract with Eutelsat for use of the entire Ka-band capacity available for Brazil service on the upcoming EUTELSAT 65 West A satellite, scheduled to be launched in early 2016. The satellite will generate 24 gigabits of capacity and will cover a significant portion of the Brazilian population.

High-Throughput JUPITER Technology from Hughes will be deployed for the ground system and customer premise terminals. This project will be a springboard for us to provide broadband service to consumers across Brazil.

As many of you already know, our Brazilian Hughes subsidiary has been serving the enterprise market for many years, and this new consumer service will be a great complement to that service.

Hughes' non-consumer order input in the first quarter of '14 was again strong, with $190 million of new orders compared to $122 million in the first quarter 2013 for an increase of 56%.

Key orders were from Charlotte Russe, Xplornet, Yum Brands, GTECH and Saudi Ministry of Foreign Affairs, FCC, Baja, Nextel, Seduce [ph], Telemar, Elcos [ph], Data Bank of India, TRAI and Inmarsat. Strong order activity resulted in an order backlog of approximately $1.2 billion for our Hughes business at the end of the first quarter of '14.

That's a 15% increase over the backlog at the end of the first quarter '13. These backlog numbers do not include our consumer business. In the EFS business unit, we signed an agreement with Space Systems/Loral to build EchoStar XXIII, a high-power, flexible Ku-band satellite capable of providing service from any of 8 different orbital slots.

This satellite will use the existing bus from CMS's sat, which we placed on hold several years ago. Launch is planned in 2016. The EFS business development teams have also been busy with follow-up activities on this Solaris Mobile acquisition, which we closed in December. Solaris is a licensee of 2 15-megahertz blocks of S-band spectrum in the EU.

As a result of the Solaris acquisitions, we entered into an agreement with DISH to complete the buildout and purchase of the TerreStar-2 satellite to provide services to the EU market for voice and data communications. On March 1, we closed the previously announced transaction with DISH, in which we acquired 5 other satellites.

As a result of that transaction and other new sales, ESS contracted backlog was $2 billion at the end of the quarter. Dave Rayner will comment further on this transaction. I want to address, briefly, the matter relating to the lawsuit filed by our competitor, ViaSat, against Space Systems/Loral.

ViaSat alleged many other things that SS -- many -- among other things, that SSL infringed 3 patents and breached its contractual obligations through the use of this patented technology to manufacture EchoStar XVII, previously known as Jupiter 1.

A jury-topped trial was held in the case in March and April 2014, and the jury found that SSL directly infringed the patents and breached certain agreements with ViaSat. While we were not a party and are not a party to this case, we have been following it.

We understand SSL and Loral disagree with the verdict and intend to pursue all available avenues to have it overturned. SSL is currently building EchoStar XIX for us. We will not know whether EchoStar XIX will be impacted, and if so, how, until they are further developments in the case.

While I completely understand that, as investors, you have an interest in how these legal issues could affect our business operations, we hope that you understand that, at this time, we're really not able to offer further comment on the matter.

So as you can see, we've started to deliver on our commitment to invest for growth while also achieving our shorter-term financial goals. We're well positioned for a strong 2014. I'll now turn things over to the CFO, Dave Rayner, and let him talk through specific financial performance.

Dave?.

Thank you, Mike. I'll make a couple of comments on our financial performance, and then we'll open it up to questions. As Mike mentioned, EchoStar revenue in the first quarter was $826 million compared to $795 million in the first quarter of 2013.

This growth was a result of strong growth in ESS and Hughes revenue, partially offset by a decline in EchoStar Technology revenue.

EBITDA was $192 million in the first quarter of 2014, a 12% increase over the first quarter of 2013, with all 3 segments contributing to the growth, partially offset by a large onetime gain that we recorded last year as a result of a sale of certain investments. For the 3 operating segments, EBITDA increased 30% over the first quarter of 2013.

Net income attributable to EchoStar common stock was $12.7 million compared to $3.5 million in Q1 2013, and diluted earnings per share were $0.14 in Q1 this year compared to $0.04 last year. EchoStar's capital expenditures in the first quarter were $114 million compared to $72.6 million in the first quarter of 2013.

The majority of the spending was on satellite construction and Hughes consumer CPE, with the increase year-over-year being the result of spend -- primarily result of spending on EchoStar XIX. Cash and marketable securities at the end of the quarter were $1.7 billion, an increase of $87 million from the beginning of the year.

Specifically, on each of the business segments, EchoStar Technologies revenue in Q1 was $406 million compared to $427 million in the first quarter of 2013. The decline was primarily due to lower equipment sales to our international customers. EBITDA in Q1 was $39 million, a growth of 30% over Q1 2013, driven primarily by lower expenses this year.

Hughes revenue in the first quarter of 2014 was $315 million, or a growth of 9% over the first quarter last year. This growth was primarily from increases in consumer service revenue.

Hughes EBITDA in the first quarter was $82 million, an increase of 28% over last year, primarily due to strong growth -- the strong revenue growth and improving margins in the consumer business. The consumer business had another strong quarter, as Mike mentioned, with 54,000 net adds, and we ended with a total of 914,000 subscribers.

EchoStar Satellite Services revenue was $101 million for the first quarter, a growth of $36 million over the first quarter of 2013, primarily a result of additional revenue from the 5 new satellites we acquired from DISH, effective March 1, and the revenue from the lease of Echo VIII, which started in the second quarter last year.

ESS EBITDA in the quarter was $85 million, a growth of 31% over last year, directly as a result of the increased revenue.

In our all other segment, where we report gains on sales, securities, eliminations for intersegment sales and other corporate transactions, EBITDA in Q1 was a negative $13.8 million, primarily due to the lease costs associated with the Echo XV satellite, which is used at the 45-degree slot for Brazil.

The EBITDA of $12.9 million last year was due primarily to large gain on the sale of certain investments.

As you are aware, on March 1, we completed our previously announced transaction with DISH, whereby we acquired 5 satellites from DISH in exchange for tracking stock issued by HSSC and EchoStar that tracks 80% of the assets and results of our Retail Consumer Broadband business, which we refer to as the Hughes Retail Group or HRG.

The result of this transaction is that tracking stock receives 80% of the economic benefit of HRG, while common shareholders receive the other 20% in addition to all the economic benefit of our Wholesale Consumer Broadband business, which includes wholesale economics in the HRG subs.

In addition, the 5 satellites generate significant cash flow from leasing them back to DISH. In our 10-Q filing, we have provided attributed financial information of the Hughes Retail Group as a separate exhibit in our filing. As you review this financial information, I would like you to note that the HRG tracking stock was issued on March 1, 2014.

As a result, the attributed financial information for HRG for the first quarter only includes 1 month of results under the new HRG policy statement, which provides the basis for the transaction between HRG and the rest of EchoStar.

The other 2 months of the first quarter, as well as prior periods, reflect actual costs incurred for certain items or are based on allocation of actual costs incurred to the shared resources.

An example of the differences this creates would be, as of March 1, HRG pays a wholesale charge per subscriber for the HughesNet service, whereas prior to March 1, HRG would have had an allocation of network operating costs and depreciation on asset, including satellites used in delivering the service.

This depreciation on the financial statement historically would have been included as cost of goods sold. Also, after March 1, there's an additional markup incurred by HRG on consumer premise equipment.

As a result of these differences, the attributable financial information prior to March 1, 2014, may not be directly comparable with the corresponding attributed information after March 1, 2014.

While I realize that this financial information may be difficult to understand because of the changes that occurred on March 1, therefore, later today, we will be posting additional information regarding HRG accounting transactions on our website that we hope will assist you in understanding the impact of the transactions.

We are now ready for the Q&A session. So let me turn it back over to the operator..

[Operator Instructions] Your first question comes from Jason Bazinet with Citi..

I have maybe an odd question to start off with. Regarding the transaction with DISH that you announced, you did a good job explaining the benefits to the companies on the last call.

And I was wondering if there might be one other benefit that you could comment on, and the hypothesis is that if we -- if DISH does go down the path of trying to merge with DirecTV, now that you have 5 additional satellites, would that put you in a position to offer wholesale video services in the U.S.

the way you do in Mexico to help facilitate a merger to the extent the government gets concerned about the monopoly position the pro forma entity would have on the noncable markets? And is there sort of anything that prevents you from playing that role legally or regulatorily?.

This is Mike Dugan. That is a very interesting question. However, most of the satellites acquired are currently fully leased back to DISH and currently provide service -- net service to DISH customers, either from the western arc or eastern arc.

So I wouldn't attribute those additional satellites to giving us capability for wholesale distribution, but it is true that Anders and the EFS group continue to expand their service out of the EFS business unit for non-DISH-type uses.

But I wouldn't directly attribute the 5 satellites to any -- to preparation for any kind of merger by any companies, to be honest with you. Dave Rayner, I don't know if you've got any other comments to add, but I think that's the right answer..

No. I think you are correct that the satellites that we acquired are fully leased back to DISH. There is no excess capacity, nor frequency license that we could use for any sort of alternate wholesale service off of those satellites..

Yes. I hope we answered your question..

Your next question comes from Andrew Spinola with Wells Fargo..

I have a question about the Brazilian video business and maybe where you stand on that right now.

Does the announcement that you're going to pursue a broadband business in Brazil lead us to assume that you will go forward with the video business, either alone or in a partnership? Or are these 2 opportunities completely separate?.

Well, they are certainly not separate. I mean, we were pursuing broadband in Brazil, actually, prior to the pursuit of a slot in the DBS business. So we find Brazil a very interesting market, as a lot of people do.

The reason we decided not to comment very much on the DTH process in Brazil is we -- we're going to say the same thing we've said the last 2 conference calls, which is we don't have a partner. We're working on it.

We have put a lot of continued effort this quarter into locating the ability to uplink out of Brazil, which we think will be a requirement for any kind of service launch. So a lot of the infrastructure work and, actually, the development work for set-top box and so on continues on pace.

But I don't have anything exciting to announce from a partnership standpoint at this time. But it's certainly still on the radar. Hard at work across the organization, just not much to communicate..

Got it. And then on your CapEx guidance, you previously had said $800 million to $825 million, excluding Brazil. And I'm wondering, you came in lower than I would've thought this quarter.

And then also, does Eutelsat 65 count or not count because it's Brazil? And how does XXIII fit into this? Where do you stand with your CapEx guidance right now?.

Yes. I....

Dave, why don't -- why don't you talk about that?.

Yes. I didn't update it, Andrew, because frankly, there was nothing to update. We're still comfortable with that range. The Eutelsat satellite is not part of the exclusion for Brazil. But when I say not including Brazil, that's not including the DTH projects.

But as I look at our CapEx for the year, I still think it's going to be in that same range, probably more likely towards the lower end of the range. But that $800 million to $825 million, I think, is still a good number as we sit here today..

Great. And then just one last one for me. After the HRG transaction, I guess we sort of assumed that maybe there was something in the works. And so I'm just wondering if -- was there a transaction that maybe didn't work out? Or are you still looking and/or negotiating other transactions..

Well, I think, first of all, no. There wasn't a transaction that didn't work out, okay? So -- but certainly, the transaction is based on preparing us for bigger and better things.

And part of the reason we have a business development organization under Ken is because his mission is to go out and look at a number of different opportunities for us to invest our capital. And we think that transaction definitely gave us a leg up to be able to look at bigger things, and we're excited to continue that work.

But I don't have anything to announce today..

Your next question comes from Chris Quilty with Raymond James..

I wanted to dig into a little bit in the international opportunity. It looks like the numbers, at least, equipment going into Dish Mexico continue to decline. Down, I think, from like $15 million to $8 million in the quarter.

Do you expect -- still expect to see a lift in that business from the restrictions that the government listed about broadcast content and their ability to provide local channels?.

We're still excited about Dish Mexico. I think I'll let Mark talk about it. I think we had a seasonality issue on the set-top boxes, rather than a major reduction.

But Mark, do you want to talk about that?.

Yes. I think the big thing is our ability to put local channels up. I mean, we had tremendous growth when we launched the platform, but our big handicap is we had no local content. It's like the equivalent of having no ABC or CBS on your platform in Mexico.

So with the rules and regulations change, we were able to launch some of those channels, and we have seen some good growth since we've done that. Our next horizon will have to be high-def -- yes, we expanded the high-def. We tried to go upmarket in some of our customer base in Mexico.

And the team in Mexico is working very hard on that, and they're doing a pretty good job. So we continue to expect some growth in there, mainly because of the local spread..

And do you have the right satellite capacity on orbit for take -- increasing HD services and other potential services?.

Well, we certainly have some capacity for growth plans in Mexico. There's certainly a limit to that over time. But as the business grows, I'm sure that we'll be able to find some capacity or at least some capacity from some other slots to help expand the business over time..

Okay.

And the CMBStar, the -- I guess, the reengineering of that satellite into Echo XXIII, would that satellite have the ability to fill into the slot for Brazil and replace Echo XV?.

Well, as you know, we've built a ton of satellites to date from EchoStar I to what we're building now. We've learned, because of the eastern, western arc requirements, because of the diversity of all the satellites up there, to make satellites capable of going to a diversity of locations.

And that's done with developed technology by Loral and adjustable reflector, so on and so forth. And so there's a ton of flexibility on XXIII. I do believe one of those 8 locations could be allocated to Brazil. But we actually just started construction of the satellite, so everything's not finalized at this moment..

Okay. And with regard to Echo XIX, in light of the court judgment.

Does it make sense at this point to just begin implementing some kind of a workaround to the IP issues at issue?.

Chris, you said the IP issues?.

The -- there is 3 patents involved, and....

Right..

The question is, does it make sense to go into Echo XIX now and begin designing around those patents, or do you just continue on the same path?.

Well, the -- as you know, EchoStar's had a lot of historic experience with patent issues, from TiVo to other areas. The fluidity of this situation is quite different because we're not directly involved. So we're really not able to comment further on this point.

As always, however, if and when we have something material to report, we certainly will do that. But because of the -- because it's with a vendor and not with us directly, it's almost impossible for us to comment further. And I'm not trying to duck the question. I'm just being honest here. So I'm sorry..

Okay.

And finally, on the Hughes business, were you happy with the subs, the net adds here in the quarter? Were you seeing any particular issues with churn or direct competition? And just as a catch-up here, Q1 is typically your strongest quarter of the year, so we should probably expect sequential down going into Q2?.

Oh, I'm sure if you talk to the Hughes team, they'd tell you I'm never happy. And so to say that I'm totally happy with the number of subs we've added, sure, I would have liked to have done more. I think -- I'm not sure about the historical Q1.

Pradman, do you want to talk to that at all? I think we were pretty much on target, but there's areas to improve, and we're going to continue to do that..

Yes. I think -- Mike, this is Pradman. We're definitely on target. And Chris, you're right. Q1 is traditionally our strongest quarter and followed by Q2, which is traditionally our slowest quarter. So we certainly expect that trend to continue this year. But all in all, we were very pleased with our Q1 numbers..

And can you comment on -- with regard to the shift between wholesale or retail business? It looks like your equipment sales for wholesale were down going into the quarter here..

Yes. That sort of varies quarter-to-quarter depending on the amount of inventory that DISH has in a particular thing. So the number of units they take may not directly be proportional to the number of subs we actually sign up that quarter. It's also a function of the inventory they have at any particular time, so I wouldn't read too much into that..

[Operator Instructions] And I'm not showing any further questions -- no. We have some coming in now. Our next question comes from Amy Yong with Macquarie Capital..

It's Andrew for Amy. So I wanted to ask you on -- do you have any timing around offering services in Europe through Solaris? And secondly, the EUTELSAT 65 satellite is using some of the technology you're using on Jupiter 1 and, I guess, the future Jupiter 2.

I was wondering if there's any potential risk from the current or future litigation that ViaSat is undertaking with SSL and if you can comment on that?.

Well, I guess, Ken, you could talk about -- I really don't think we have any specifics to share on Solaris customer availability. But Ken or Anders, if you've got any update you want to give, feel free..

Well, there's certain regulatory milestones that the European Commission will hold Solaris accountable to. Those milestones basically relate to the establishment of the satellite infrastructure and then the commencement of the offering of services.

I mean, at a very high level, 2016 will be the year in which the infrastructure is established and the commencement of services will occur. Right now, we're on a trajectory to satisfy those milestones, so that's our expectation as well..

I don't know on the Eutelsat -- I don't know if we have anything specific to say about that, Pradman, as far as the patents and so on. I assume we don't..

No, I don't think so. I think our answer is similar to what you just mentioned on Jupiter 2 or Echo XIX. The same issues have to be resolved over the next few months..

[Operator Instructions].

If there's no more questions, I guess, we can end the call, Deepak. It's up to you..

Yes. I think that is correct.

Operator?.

Yes, sir..

We'll end the call now since there are no more questions. And let me just close by thanking everybody for signing on to our conference call today, and good day..

Ladies and gentlemen, thank you for joining today's conference. Thank you for your participation. You may now disconnect..