Basic and Diluted Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2024

Basic and Diluted Net Income (Loss) Per Share

Basic and Diluted Net Income (Loss) Per Share

3.Basic and Diluted Net Income (Loss) Per Share

We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to EchoStar” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if, our Existing DISH Convertible Notes and EchoStar Convertible Notes, as defined in Note 10, (together the “Convertible Notes,”) were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of our Class A common stock for the reporting period. The potential dilution from conversion of the Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of our Class A common stock issuable upon conversion of the Convertible Notes will be included in the calculation of diluted EPS assuming conversion of the Convertible Notes at the beginning of the reporting period (or at time of issuance, if later).

The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation.

	For the Years Ended December 31,
	2024		2023		2022
		(In thousands, except per share amounts)
Net income (loss)	$	(124,515)	$	(1,634,824)	$	2,536,892
Less: Net income (loss) attributable to noncontrolling interests, net of tax		(4,969)		67,233		59,172
Net income (loss) attributable to EchoStar - Basic		(119,546)		(1,702,057)		2,477,720
Interest on dilutive Convertible Notes, net of tax (1)(5)		—		—		—
Net income (loss) attributable to EchoStar - Diluted	$	(119,546)	$	(1,702,057)	$	2,477,720
Weighted-average common shares outstanding - Class A and B common stock:
Basic (2)		274,079		270,842		270,102
Dilutive impact of Convertible Notes (3)(4)(5)		—		—		37,550
Dilutive impact of stock awards outstanding (5)		—		—		81
Diluted		274,079		270,842		307,733
Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to EchoStar	$	(0.44)	$	(6.28)	$	9.17
Diluted net income (loss) per share attributable to EchoStar	$	(0.44)	$	(6.28)	$	8.05

(1) For the years ended December 31, 2023 and 2022, substantially all of our interest expense was capitalized. See Note 2 for further information.

(2) On November 12, 2024, as a result of the PIPE Investment (as defined below), we issued 14.265 million shares of our Class A Common Stock.

(3) We repurchased or redeemed the principal balance of our 2 3/8% Convertible Notes due 2024 as of March 15, 2024, the instrument’s maturity date.

(4) On November 12, 2024, we issued $1.906 billion aggregate principal amount of EchoStar Convertible Notes (as defined in Note 10), which includes the EchoStar Convertible Notes issued upon the closing of the EchoStar Exchange Offers (as defined in Note 10). Upon the closing of the EchoStar Exchange Offers the Existing DISH Convertible Notes (as defined in Note 10) with an aggregate principal amount of $183 million remain outstanding. Subsequent to November 12, 2024, the total outstanding aggregate principal amount of our Convertible Notes may be converted into 58 million shares.

(5) For both the years ended December 31, 2024 and 2023, the dilutive impact of 38 million weighted-average shares of Class A common stock were excluded from the computation of “Diluted net income (loss) per share attributable to EchoStar” because the effect would have been anti-dilutive as a result of the net loss attributable to EchoStar in the period.

Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warrants that we issued to certain option counterparties in connection with the Convertible Notes due 2026 are only exercisable at their expiration if the market price per share of our Class A common stock is greater than the strike price of the warrants, which is at price ranges of approximately $185.75 to $245.33 per share, subject to certain adjustments. As a consequence, the following are not included in the diluted EPS calculation.

	As of December 31,
	2024	2023	2022
	(In thousands)
Anti-dilutive stock awards	7,082	10,906	9,680
Performance/market based options	4,300	4,631	5,285
Restricted Performance Units/Awards	—	—	388
Common stock warrants	16,151	16,151	16,151
Total	27,533	31,688	31,504

PIPE Shares

On September 30, 2024, we entered into subscription agreements with certain accredited investors including CONX Corp. (an entity partially owned by Charles W. Ergen, our Chairman) (“CONX”), (the “PIPE Investors” and the subscription agreements, the “Subscription Agreements”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 14.265 million shares (the “PIPE Shares”) of our Class A Common Stock at a purchase price of $28.04 per share, for an aggregate cash purchase price of approximately $400 million (such investment, the “PIPE Investment”). The portion of the PIPE Investment represented by the CONX Subscription Agreement represented an agreement to purchase from us an aggregate of 1.551 million shares of our Class A Common Stock for an aggregate cash purchase price of approximately $43.5 million. The PIPE Shares were issued and settled on November 12, 2024.