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Item 1A. RISK FACTORS
Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024 includes a detailed discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
In response toThe timing and closing of the uncertainty created by the FCC inquiries, we may take one or more significant actATT Transactions and SpaceX Transactions are not certain, and are subject to certain conditions in order to protect our interest in our Wireless Licenses and o, some of which we cannot control, which could result in ther assets, which a ATT Transactions or SpaceX Transactions could nega, respectively impact your investment.
In ord, not being completed or being completed later to prothan we expect our in, which could have a materest iial adverse impact on our Wireless Licensesexpected leverage and otheravailable cash-on-hand, assets we may take onell as costs and revenues, or more actionsotherwise reducing that may negatively impact the valuee anticipated benefits of your investment in our securities, including, under certain circumstancethe ATT Transactions and SpaceX Transactions, filing for relief under Chapter 11 of trespectively.
The United States Bankruptcy Code, if we determinetransaction agreements governing that such an e ATT Transaction is in the best interests of s and SpaceX Transactions (togethe Company and our stakeholders. Such a decisir, the Transaction could be driven by a range of strategicAgreements) are subject to certain closing consideraditions, including, but not limited to, t the uncertainty created by the FCC inquiries and effesatisfactive deploymenton of capital.
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Certain actions that we may take, including a potential voluntantitrust, FCC and other regulatory Chapter 11 bankruptcy filing couldapprovals, none of which have material adbeen satisfied yet. Goverse consequences, including, bunmental agencies might not limited to: (i) disruption of our relaapprove the ATT Transactionships with vendors, suppliers, employees and customers; (ii) limitations on our ability and/or the SpaceX Transactions or may impose conditions to access capitny such approval markets or otherwise obtain financing on favorablrequire changes to the terms or at all; (iii) limitaf such transactions on our ability to take advantage . Any such condition or change could have the effect of business opportunities; (iv) reputadelaying completion of the ATT Transactional harm; (v) potential delists and/or SpaceX Transactions, imposing of our securities from tradcosts on or otherwise reducing exchanges;the and (vi) significant administrative costs and diversionticipated benefits of management attenthe transactions. Furthermore, under the outcome of any of the acTransaction Agreements, each partys obligations that we may take, including a filing for relief under Chapter 11, is inherently uncertain to consummate the transactions are also subject to the accuracy of the representations and may result in a losswarranties of control by our principal stockholder or athe other party (subject to certain qualifications and exceptions) and the performance in all material reduction in spects of the value or change inother partys covenants under the relative priority of exiTransaction Agreements.
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Asting equity or debt secur a result of these condities.
Thereons, we can be no not provide assurance that any protective athe ATT Transactions we may take, including a restructuring or reorganizaand/or SpaceX Transaction process, whether pursued in or outside of bankruptcy, would be successful or would not ms will be completed on the terms or timeline currently contemplaterially adversely affect our business, financiald, or at all. If such condition, results of operations, liquidity or s are not fulfilled by the market value of our securities.
Tdeadlines in the FCCs review of our compliance with network build-out requirapplicable Transaction Agreements could lead to the loss or impairment of certain of our existing spectrum licenses.
As(including applicable extensions previously disclosed, on May 9, 2025, ovided under the FCC informed us that it had begun a review of our compliance with certain of our federal obligations to provide 5G service in the United States and raising certain questiTransaction Agreements), the Transaction Agreements may be terminated and the ATT Transactions regarding ouand/or September 2024 build-out extenspaceX Transaction and mobile-satellite service utilization in s may not be completed.
Because each of the 2 GHz bATT Transactions and. While we are currently working to address the concerns raise the SpaceX Transactions are independently reviewed by the FCC in a way that is acceptapplicable to us, there can be no assugovernment agencies, we cannot guarancetee that such a resolution will be reached.
Tany of the above risks are only subject to one of the transactions and not the FCC review has introducedother. Neither the ATT Transactions nor the possibility of reversSpaceX Transactions are conting prior FCC grants of authority to us. This uncertainty oveent on the other. Conditions, delays or our spectrum rights has effectively frozether changes placed on our ability tone transaction make decisions regarding our 5G networky only affect that transaction, build-out, hast nonetheless, materially adversely impacted our ability to implement and adjust our ovbusiness, financial condition, results of operall business plan and has retions, liquired us to re-edity or the market valuate the deployment oe of our resourcsecurities. In light of the continued uncertainty related tof completed, both the FCC inquiries, we elected not to make interest payments on a certain porATT Transactions and SpaceX Transaction of our long-term senior notes on theirs would result in significant cash being respective scheduled due dates. We subsequently made such payments, including intecognized by us and as a result, our future rest on theults and success defaulted interest, within the applicable 30-day grace periods to make pend on the completion of such interest payments.
If we fail to reach an acceptable resolutransactions. Any delay in completion withof the FCC, one or more of our wireless spectrum licenses could be cancelled or modifiATT Transactions and SpaceX Transactions, material conditions imposed and/or our build-out requiremther events could be accelerated, any of or condition which would have a materialnegatively impacts those transactions may adverse effely impact on our business, financial condition, results of operations and financial con, liquidition. Duringy or the pendencymarket value of the FCC review, our ability to make decisions with respect to our 5G network build-out and impleour securities.
We do not expect approval of the ATT Transactions or SpaceX Transactions during a government our business plans willshutdown, and the continue to beation of a government shutdown may materially adversely impacted,delay our ability to consummate the attenATT Transaction of our management will continue to be dis and/or SpaceX Transactions. Any delay in approval may adverted to this matter, and we willsely impact our business, financial continue to evaluate dition, results of operations, liquidity or the deployment market value of our resources and consider all strategic options. securities.
Changes in trade policies, including, but not limited to, tariffs and other restrictions, could increase, among other things, our costs, disrupt our supply chain and negatively affect our business, operations and financial condition.
We depend on suppliers, including suppliers with manufacturing in China and other countries, for various materials in our 5G Network, satellite and related infrastructure, Pay-TV and Wireless businesses. Changes in U.S. or foreign trade policies, including, but not limited to, new or increased tariffs, export controls, trade restrictions or sanctions, have resulted, and may continue to result, in higher costs for the wireless devices and other equipment we procure.
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Supply chain disruptions, customs delays, new compliance requirements and other challenges may cause delays in deploying network infrastructure and customer equipment, increase our operational expenses, and impact our ability to meet customer demand. Although we attempt to mitigate these risks through alternative sourcing and operational efficiencies, these efforts may not be successful or sufficient.
If we are unable to pass increased costs to customers without negatively impacting demand, or offset them through other measures, our business, financial condition and results of operations could be materially adversely affected.
We curre, and certain of our subsidiaries, currently do not have the necessary cash on hand, projected future cash flows, or committed financing to fund our obligations over the next twelve months, which raises substantial doubt about our abi, and certain of our subsidiaries, ability to continue as a going concern.
As of the date of this report, we curreand certain of our subsidiaries, currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund our anticipated working capital needs, capital expenditures, interest payments a, debt maturities and other contractual obligations over the next twelve months. These conditions raise substantial doubt about our ability to continue as a going concern and, as a result, a going concern disclosure appears in the Notes to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
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We expect comong opletion of either things, our business and financial condiof the ATT Transaction is negatively ims or Spacted by upcoming debt maturities and inteeX Transactions to fully rest payments which may further olve our going constrain available liquidity. In addicern qualification, oexcept for our cash flow from opeHughes Satellite Systems Corporations is negative and may continue and/or accelerate. If we are unable to improve our operating performance, raise addi subsidiary. However, failure to complete the transactions or a significant reductional capital, negotiate with debt holders or o in consideration from therwise secure adequate sources of liquidity, we transactions may be unable to achieve our business objectives and may be forced to delay, curtail or forego strategic initiresult in the continuation of our going concern qualificativeson.
The presence of a going concern uncertainty may also adversely impact the price of our securities, harm our current, future and potential relationships with suppliers, vendors, customers, employees and creditors, and may limit our ability to access additional financing on acceptable terms or at all. There can be no assurance that managements plans to mitigate these risks will be successful on a timely basis or at all. If we are unable to secure adequate liquidity on an acceptable timeline or at all, we may not be able to continue as a going concern, which could result in a total loss of your investment. In addition, as our cash and cash equivalents balance declines, the risks described above may continue, increase or accelerate at any time and with or without notice. We cannot gua
In the event that the going concern qualification continues after the completion or non-completion of the ATT Transactions and SpaceX Trantee the timing or outcome of sactions, we may take additional actions to protect our interest in our Wireless Licenses and other assets that may negatively impact the value of your investment in our securities, including, under certain circumstances, filing for relief under Chapter 11 of Title 11 of the United States Code, if we determine that such an action is in the best interests of the Company resolutand our stakeholders.
In addition, even if we complete the ATT Transactions and SpaceX Transactions, due to government action and any resolution we creditor claims, our RAN-related infrastructure subsidiary, DISH Wireless L.L.C. (DWLLC), may not be able to operate as a going concern.
Certain actions that we, or certain of our subsidiaries, may negotiate may take, including a potential voluntary Chapter 11 bankruptcy filing could have materially adversely impact our b consequences to us and such subsidiaries, including, but not limited to: (i) disruption of relationships with vendors, suppliers, employees and customers; (ii) limitations on the ability to access capital markets or otherwise obtain financing on favorable terms or at all; (iii) limitations on the ability to take advantage of business, financial opportunities; (iv) reputational harm; (v) potential delisting of securities from trading exchanges; and (vi) significant administrative conditsts and diversion of management attention and/. Furthermore, the outcome of any of the actions that we, or certain of our subsidiaries, may take, including a filing for operations.
109relief under Chapter 11, is inherently uncertain and may result in a loss of control by our principal stockholder or a material reduction in the value or change in the relative priority of existing equity or debt securities.