Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (“Form 10-Q”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The following important factors, along with the Risk Factors included in Part II, Item 1A of this Form 10-Q, could affect future results and cause those results to differ materially from those expressed in the forward-looking statements:
• natural disasters, public health crises, including the COVID-19 pandemic (the “Pandemic”), terrorist attacks or similar incidents;
• adverse economic, political or market conditions in the U.S. and international markets, including those caused by the Pandemic;
• competition, industry consolidation and changes in the market condition for wireless services;
• data loss or other security breaches;
• the scarcity and cost of additional wireless spectrum, and regulations relating to spectrum use;
• our inability to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture;
• our inability to take advantage of technological developments on a timely basis;
• system failures and business disruptions, allowing for unauthorized use of or interference with our network and other systems;
• the impacts of the actions we have taken and conditions we have agreed to in connection with the regulatory proceedings and approvals of the Transactions (as defined below), including the acquisition by DISH Network Corporation (“DISH”) of the prepaid wireless business operated under the Boost Mobile and Sprint prepaid brands (excluding the Assurance brand Lifeline customers and the prepaid wireless customers of Shenandoah Personal Communications Company LLC (“Shentel”) and Swiftel Communications, Inc.), including customer accounts, inventory, contracts, intellectual property and certain other specified assets (the “Prepaid Business”), and the assumption of certain related liabilities (the “Prepaid Transaction”), the complaint and proposed final judgment (the “Consent Decree”) agreed to by us, Deutsche Telekom AG (“DT”), Sprint Corporation (“Sprint”), SoftBank Group Corp. (“SoftBank”) and DISH with the U.S. District Court for the District of Columbia, which was approved by the Court on April 1, 2020, the proposed commitments filed with the Secretary of the Federal Communications Commission (“FCC”), which we announced on May 20, 2019, certain national security commitments and undertakings, and any other commitments or undertakings entered into, including but not limited to, those we have made to certain states and nongovernmental organizations (collectively, the “Government Commitments”), and the challenges in satisfying the Government Commitments in the required time frames and the significant cumulative cost incurred in tracking, monitoring and complying with them;
• our inability to manage the ongoing commercial and transition services arrangements that we entered into with DISH in connection with the Prepaid Transaction, which we completed on July 1, 2020 (collectively, the “Divestiture Transaction”), and known or unknown liabilities arising in connection therewith;
• the effects of any future acquisition, investment, or merger involving us;
• any disruption or failure of our third parties (including key suppliers) to provide products or services for the operation of our business;
• the occurrence of high fraud rates or volumes related to device financing, customer payment cards, third-party dealers, employees, subscriptions, identities or account takeover fraud;
• our substantial level of indebtedness and our inability to service our debt obligations in accordance with their terms or to comply with the restrictive covenants contained therein;
• adverse changes in the ratings of our debt securities or adverse conditions in the credit markets;
• the risk of future material weaknesses we may identify while we work to integrate and align policies, principles and practices of the two companies following the Merger (as defined below), or any other failure by us to maintain effective internal controls, and the resulting significant costs and reputational damage;
• any changes in regulations or in the regulatory framework under which we operate;
• laws and regulations relating to the handling of privacy and data protection;
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• unfavorable outcomes of existing or future legal proceedings;
• our offering of regulated financial services products and exposure to a wide variety of state and federal regulations;
• new or amended tax laws or regulations or administrative interpretations and judicial decisions affecting the scope or application of tax laws or regulations;
• the possibility that we may be unable to renew our spectrum leases on attractive terms or the possible revocation of our existing licenses in the event that we violate applicable laws;
• interests of our significant stockholders that may differ from the interests of other stockholders;
• future sales of our common stock by DT and SoftBank and our inability to attract additional equity financing outside the United States due to foreign ownership limitations by the FCC;
• the volatility of our stock price and our lack of plan to pay cash dividends in the foreseeable future;
• failure to realize the expected benefits and synergies of the merger (the “Merger”) with Sprint, pursuant to the Business Combination Agreement with Sprint and the other parties named therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) in the expected time frames or in the amounts anticipated;
• any delay and costs of, or difficulties in, integrating our business and Sprint’s business and operations, and unexpected additional operating costs, customer loss and business disruptions, including challenges in maintaining relationships with employees, customers, suppliers or vendors;
• unanticipated difficulties, disruption, or significant delays in our long-term strategy to migrate Sprint’s legacy customers onto T-Mobile’s existing billing platforms; and
• changes to existing or the issuance of new accounting standards by the Financial Accounting Standards Board or other regulatory agencies.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. In this Form 10-Q, unless the context indicates otherwise, references to “T-Mobile,” “our Company,” “the Company,” “we,” “our,” and “us” refer to T-Mobile US, Inc. as a stand-alone company prior to April 1, 2020, the date we completed the Merger with Sprint, and on and after April 1, 2020, refer to the combined company as a result of the Merger.
Investors and others should note that we announce material financial and operational information to our investors using our investor relations website, press releases, SEC filings and public conference calls and webcasts. We intend to also use certain social media accounts as means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD (the @TMobileIR Twitter account (https://twitter.com/TMobileIR) and the @MikeSievert Twitter account (https://twitter.com/MikeSievert), which Mr. Sievert also uses as a means for personal communications and observations). The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our Investor Relations website.
Overview
The objectives of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are to provide users of our condensed consolidated financial statements with the following:
• A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
• Context to the financial statements; and
• Information that allows assessment of the likelihood that past performance is indicative of future performance.
Our MD&A is performed on a consolidated basis and is inclusive of the results and operations of Sprint prospectively from the close of the Merger on April 1, 2020. The Merger enhanced our spectrum portfolio, increased our customer base, altered our product mix and created opportunities for synergies in our operations. We anticipate an initial increase in our combined operating costs, which we expect to decrease as we realize synergies. We expect the trends and results of operations of the combined company to be materially different than those of the standalone entities.
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Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2021, included in Part I, Item 1 of this Form 10-Q and audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2020. Except as expressly stated, the financial condition and results of operations discussed throughout our MD&A are those of T-Mobile US, Inc. and its consolidated subsidiaries.
Sprint Merger
Transaction Overview
On April 1, 2020, we completed the Merger with Sprint, a communications company offering a comprehensive range of wireless and wireline communications products and services. As a result, Sprint and its subsidiaries became wholly owned consolidated subsidiaries of T-Mobile.
The Merger has altered the size and scope of our operations, impacting our assets, liabilities, obligations, capital requirements and performance measures. We expect the trends and results of operations of the combined company to be materially different than those of the standalone entities. As a combined company, we have been able to enhance the breadth and depth of our nationwide 5G network, accelerate innovation, increase competition in the U.S. wireless and broadband industries and achieve significant synergies and cost reductions by eliminating redundancies within the combined network as well as other business processes and operations.
For more information regarding the Merger, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
Merger-Related Costs
Merger-related costs generally include:
• Integration costs to achieve efficiencies in network, retail, information technology and back office operations;
• Restructuring costs, including severance, store rationalization and network decommissioning; and
• Transaction costs, including legal and professional services related to the completion of the Merger and acquisitions of affiliates.
Transaction and restructuring costs are disclosed in Note 2 – Business Combinations and Note 12 - Restructuring Costs , respectively. Merger-related costs have been excluded from our calculations of Adjusted EBITDA and Core Adjusted EBITDA, which are non-GAAP financial measures, as we do not consider these costs to be reflective of our ongoing operating performance. See “Adjusted EBITDA and Core Adjusted EBITDA” in the “ Performance Measures ” section of this MD&A. Cash payments for Merger-related costs, including payments related to our restructuring plan, are included in Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows.
Merger-related costs during the three and six months ended June 30, 2021 and 2020, are presented below:
(in millions) Three Months Ended June 30, Change Six Months Ended
June 30, Change
2021 2020 $ % 2021 2020 $ %
Merger-related costs
Cost of services, exclusive of depreciation and amortization $ 273 $ 40 $ 233 583 % $ 409 $ 40 $ 369 923 %
Cost of equipment sales 87 — 87 NM 104 — 104 NM
Selling, general and administrative 251 758 (507) (67) % 396 901 (505) (56) %
Total Merger-related costs $ 611 $ 798 $ (187) (23) % $ 909 $ 941 $ (32) (3) %
Cash payments for Merger-related costs $ 190 $ 370 $ (180) (49) % $ 467 $ 531 $ (64) (12) %
NM - Not Meaningful
Merger-related costs will be impacted by restructuring and integration activities expected to occur over the next three years as we implement initiatives to realize cost efficiencies from the Merger. Transaction costs, including legal and professional service
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fees related to the completion of the Merger and acquisitions of affiliates, are expected to continue to decrease in periods subsequent to the close of the Merger.
Restructuring
Upon the close of the Merger, we began implementing restructuring initiatives to realize cost efficiencies from the Merger. The major activities associated with the restructuring initiatives to date include:
• Contract termination costs associated with rationalization of retail stores, distribution channels, duplicative network and backhaul services and other agreements;
• Severance costs associated with the reduction of redundant processes and functions; and
• The decommissioning of certain small cell sites and distributed antenna systems to achieve synergies in network costs.
Anticipated Impacts
Our restructuring activities are expected to occur over the next three years with substantially all costs incurred by the end of fiscal year 2023. We are evaluating additional restructuring initiatives which are dependent on consultations and negotiation with certain counterparties and the expected impact on our business operations, which could affect the amount or timing of the restructuring costs and related payments. We expect our principal sources of funding to be sufficient to meet our liquidity requirements and anticipated payments associated with the restructuring initiatives.
As a result of our ongoing restructuring activities, we expect to realize cost efficiencies by eliminating redundancies within our combined network as well as other business processes and operations. We expect these activities to result in a reduction of expenses within Cost of services and Selling, general and administrative in our Condensed Consolidated Statements of Comprehensive Income.
For more information regarding our restructuring activities, see Note 1 2 – Restructuring Costs of the Notes to the Condensed Consolidated Financial Statements.
COVID-19 Pandemic
The Pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide, and has caused significant volatility in the U.S. and international debt and equity markets. The impact of the Pandemic has been wide-ranging, including, but not limited to, the temporary closures of many businesses and schools, “shelter in place” orders, travel restrictions, social distancing guidelines and other governmental, business and individual actions taken in response to the Pandemic. These restrictions have impacted, and will continue to impact, our business, including the demand for our products and services and the ways in which our customers purchase and use them. In addition, the Pandemic has resulted in economic uncertainty and a significant increase in unemployment in the United States, which could affect our customers’ purchasing decisions and ability to make timely payments. Beginning in the first quarter of 2020, the Pandemic has peaked, subsided and seen a resurgence, leading to phased re-openings, as well as continuing or renewed containment measures. The availability of vaccines, as well as our continued social distancing measures and incremental cleaning efforts, have facilitated the continued operation of our retail stores, after certain closures during 2020. We will continue to monitor the Pandemic and its impacts and may adjust our actions as needed to continue to provide our products and services to our communities and employees.
As a critical communications infrastructure provider as designated by the government, our focus has been on providing crucial connectivity to our customers and impacted communities while ensuring the safety and well-being of our employees.
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Results of Operations
Set forth below is a summary of our consolidated financial results:
Three Months Ended June 30, Change Six Months Ended
June 30, Change
(in millions) 2021 2020 $ % 2021 2020 $ %
Revenues
Postpaid revenues $ 10,492 $ 9,959 $ 533 5 % $ 20,795 $ 15,846 $ 4,949 31 %
Prepaid revenues 2,427 2,311 116 5 % 4,778 4,684 94 2 %
Wholesale revenues 935 408 527 129 % 1,832 733 1,099 150 %
Other service revenues 638 552 86 16 % 1,279 813 466 57 %
Total service revenues 14,492 13,230 1,262 10 % 28,684 22,076 6,608 30 %
Equipment revenues 5,215 4,269 946 22 % 10,561 6,386 4,175 65 %
Other revenues 243 172 71 41 % 464 322 142 44 %
Total revenues 19,950 17,671 2,279 13 % 39,709 28,784 10,925 38 %
Operating expenses
Cost of services, exclusive of depreciation and amortization shown separately below 3,491 3,098 393 13 % 6,875 4,737 2,138 45 %
Cost of equipment sales, exclusive of depreciation and amortization shown separately below 5,453 3,667 1,786 49 % 10,595 6,196 4,399 71 %
Selling, general and administrative 4,823 5,604 (781) (14) % 9,628 9,292 336 4 %
Impairment expense — 418 (418) (100) % — 418 (418) (100) %
Depreciation and amortization 4,077 4,064 13 — % 8,366 5,782 2,584 45 %
Total operating expenses 17,844 16,851 993 6 % 35,464 26,425 9,039 34 %
Operating income 2,106 820 1,286 157 % 4,245 2,359 1,886 80 %
Other income (expense)
Interest expense (820) (776) (44) 6 % (1,612) (961) (651) 68 %
Interest expense to affiliates (32) (63) 31 (49) % (78) (162) 84 (52) %
Interest income 2 6 (4) (67) % 5 18 (13) (72) %
Other expense, net (1) (195) 194 (99) % (126) (205) 79 (39) %
Total other expense, net (851) (1,028) 177 (17) % (1,811) (1,310) (501) 38 %
Income (loss) from continuing operations before income taxes 1,255 (208) 1,463 (703) % 2,434 1,049 1,385 132 %
Income tax expense (277) (2) (275) NM (523) (308) (215) 70 %
Income (loss) from continuing operations 978 (210) 1,188 (566) % 1,911 741 1,170 158 %
Income from discontinued operations, net of tax — 320 (320) (100) % — 320 (320) (100) %
Net income $ 978 $ 110 $ 868 789 % $ 1,911 $ 1,061 $ 850 80 %
Statement of Cash Flows Data
Net cash provided by operating activities $ 3,779 $ 777 $ 3,002 386 % $ 7,440 $ 2,394 $ 5,046 211 %
Net cash used in investing activities (2,083) (6,356) 4,273 (67) % (13,322) (7,936) (5,386) 68 %
Net cash (used in) provided by financing activities (577) 15,628 (16,205) (104) % 3,297 15,175 (11,878) (78) %
Non-GAAP Financial Measures
Adjusted EBITDA 6,906 7,017 (111) (2) % 13,811 10,682 3,129 29 %
Core Adjusted EBITDA 5,992 5,596 396 7 % 11,856 9,096 2,760 30 %
Free Cash Flow, excluding gross payments for the settlement of interest rate swaps 1,671 1,441 230 16 % 2,975 2,173 802 37 %
NM - Not Meaningful
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The following discussion and analysis is for the three and six months ended June 30, 2021, compared to the same period in 2020 unless otherwise stated.
Total revenues increased $2.3 billion, or 13%, for the three months ended and increased $10.9 billion, or 38%, for the six months ended June 30, 2021. The components of these changes are discussed below.
Postpaid revenues increased $533 million, or 5%, for the three months ended and increased $4.9 billion, or 31%, for the six months ended June 30, 2021.
The increase for the three and six months ended June 30, 2021, was primarily from:
• Higher average postpaid accounts; and
• Higher postpaid ARPA. See “Postpaid ARPA” in the “ Performance Measures ” section of this MD&A.
Prepaid revenues increased $116 million, or 5%, for the three months ended and increased $94 million, or 2%, for the six months ended June 30, 2021, primarily from:
• Higher average prepaid customers; and
• Higher prepaid ARPU. See “Prepaid ARPU” in the “ Performance Measures ” section of this MD&A.
Wholesale revenues increased $527 million, or 129%, for the three months ended and increased $1.1 billion, or 150%, for the six months ended June 30, 2021, primarily from our Master Network Service Agreement with DISH, which went into effect on July 1, 2020, and the success of our other MVNO relationships.
Other service revenues increased $86 million, or 16%, for the three months ended and increased $466 million, or 57%, for the six months ended June 30, 2021.
The increase for the three months ended June 30, 2021, was primarily from higher advertising, roaming and Lifeline revenues.
The increase for the six months ended June 30, 2021, was primarily from:
• Inclusion of wireline operations acquired in the Merger;
• Higher Lifeline revenues, primarily due to operations acquired in the Merger; and
• Higher advertising revenues.
Equipment revenues increased $946 million, or 22%, for the three months ended and increased $4.2 billion, or 65%, for the six months ended June 30, 2021.
The increase for the three months ended June 30, 2021, was primarily from:
• An increase of $1.2 billion in device sales revenue, excluding purchased leased devices, primarily from:
• An increase in the number of devices sold due to increased retail store traffic due to closures arising from the Pandemic in the prior period; and
• Higher average revenue per device sold due to an increase in the high-end device mix;
• An increase of $150 million in sales of accessories, due to increased retail store traffic due to closures arising from the Pandemic in the prior period; and
• An increase of $97 million in liquidation revenues primarily due to a higher volume of returned devices; partially offset by
• A decrease of $507 million in lease revenues due to a lower number of customer devices under lease due to the continued planned shift in device financing from leasing to EIP.
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The increase for the six months ended June 30, 2021, was primarily from:
• An increase of $2.9 billion in device sales revenue, excluding purchased leased devices, primarily from:
• An increase in the number of devices sold due to increased retail store traffic due to closures arising from the Pandemic in the prior period and a larger customer base as a result of the Merger; and
• Higher average revenue per device sold due to an increase in the high-end device mix;
• An increase of $369 million in lease revenues due to a higher number of customer devices under lease, primarily from leases acquired in the Merger;
• An increase of $325 million in liquidation revenues primarily due to a higher volume of returned devices;
• An increase of $291 million in sales of accessories, due to increased retail store traffic due to closures arising from the Pandemic in the prior period and a larger customer base as a result of the Merger; and
• An increase of $227 million in sales of leased devices, primarily due to a larger base of leased devices as a result of the Merger.
Other revenues increased $71 million, or 41%, for the three months ended and increased $142 million, or 44%, for the six months ended June 30, 2021, primarily from:
• Higher interest income on our EIP receivables; and
• Higher revenue from our device recovery program.
Operating expenses increased $993 million, or 6%, for the three months ended and increased $9.0 billion, or 34%, for the six months ended June 30, 2021. The components of this change are discussed below.
Cost of services , exclusive of depreciation and amortization, increased $393 million, or 13%, for the three months ended and increased $2.1 billion, or 45%, for the six months ended June 30, 2021.
The increase for the three months ended June 30, 2021, was primarily from:
• An increase of $233 million in Merger-related costs including incremental costs associated with network decommissioning and integration; and
• An increase in site costs related to network integration and the continued build-out of our nationwide 5G network.
The increase for the six months ended June 30, 2021, was primarily from:
• An increase in expenses associated with leases and backhaul agreements acquired in the Merger and the continued build-out of our nationwide 5G network;
• An increase of $369 million in Merger-related costs including incremental costs associated with network decommissioning and integration; and
• Higher employee-related and benefit-related costs primarily due to increased headcount as a result of the Merger.
Cost of equipment sales , exclusive of depreciation and amortization, increased $1.8 billion, or 49%, for the three months ended and increased $4.4 billion, or 71%, for the six months ended June 30, 2021.
The increase for the three months ended June 30, 2021, was primarily from:
• An increase of $1.7 billion in device cost of equipment sales, excluding purchased leased devices, primarily from:
• An increase in the number of devices sold due to increased retail store traffic due to closures arising from the Pandemic in the prior period; and
• Higher average costs per device sold due to an increase in the high-end device mix; and
• An increase in cost of accessories, due to increased retail store traffic due to closures arising from the Pandemic in the prior period.
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The increase for the six months ended June 30, 2021, was primarily from:
• An increase of $3.8 billion in device cost of equipment sales, excluding purchased leased devices, primarily from:
• An increase in the number of devices sold due to increased retail store traffic due to closures arising from the Pandemic in the prior period and a larger customer base as a result of the Merger; and
• Higher average costs per device sold due to an increase in the high-end device mix;
• An increase of $196 million in costs related to the liquidation of a higher volume of returned devices primarily driven by a larger customer base as a result of the Merger;
• An increase of $196 million in leased device cost of equipment sales, primarily due to a larger base of leased devices as a result of the Merger; and
• An increase of $129 million in cost of accessories, due to increased retail store traffic due to closures arising from the Pandemic in the prior period and a larger customer base as a result of the Merger.
Selling, general and administrative expenses decreased $781 million, or 14%, for the three months ended and increased $336 million, or 4%, for the six months ended June 30, 2021.
The decrease for the three months ended June 30, 2021, was primarily from:
• Merger-related costs of $251 million primarily related to integration and restructuring, compared to $758 million of Merger-related costs in the three months ended June 30, 2020; and
• Lower bad debt expense; partially offset by
• Higher employee-related costs due to increased staffing and distribution to support growth initiatives.
• Selling, general and administrative expenses for the three months ended June 30, 2020 included $341 million of supplemental employee payroll, third-party commissions and cleaning-related COVID-19 costs. There were insignificant COVID-19 costs for the three months ended June 30, 2021.
The increase for the six months ended June 30, 2021, was primarily from:
• Higher advertising, external labor and professional services and lease expense; and
• Higher employee-related costs due to an increase in the number of employees primarily from the Merger; partially offset by
• Lower bad debt expense.
• Merger-related costs of $396 million primarily related to integration and restructuring, compared to $901 million of Merger-related costs in the six months ended June 30, 2020.
• Selling, general and administrative expenses for the six months ended June 30, 2020 included $458 million of supplemental employee payroll, third-party commissions and cleaning-related COVID-19 costs. There were insignificant COVID-19 costs for the six months ended June 30, 2021.
Depreciation and amortization was essentially flat for the three months ended and increased $2.6 billion, or 45%, for the six months ended June 30, 2021.
Depreciation and amortization was essentially flat for the three months ended June 30, 2021, and was primarily impacted by:
• Higher depreciation expense, excluding leased devices, due to network expansion from the continued build-out of our nationwide 5G network; mostly offset by
• Lower depreciation expense on leased devices resulting from a lower number of total customer devices under lease;
• Lower amortization of customer relationship intangibles; and
• Certain 4G-related network assets becoming fully depreciated.
The increase for the six months ended June 30, 2021, was primarily from:
• Higher depreciation expense, excluding leased devices, due to network expansion from the continued build-out of our
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nationwide 5G network;
• Higher depreciation expense on leased devices resulting from a larger base of leased devices as a result of the Merger; and
• Higher amortization from intangible assets acquired in the Merger; partially offset by
• Certain 4G-related network assets becoming fully depreciated.
Operating income , the components of which are discussed above, increased $1.3 billion, or 157%, for the three months ended and increased $1.9 billion, or 80%, for the six months ended June 30, 2021.
Interest expense increased $44 million, or 6%, for the three months ended and increased $651 million, or 68%, for the six months ended June 30, 2021, primarily due to higher average debt outstanding, partially offset by lower interest rates.
Interest expense to affiliates decreased $31 million, or 49%, for the three months ended and decreased $84 million, or 52%, for the six months ended June 30, 2021, primarily from the redemption of an aggregate principal amount of $5.25 billion of Senior Notes to affiliates in 2020.
Other expense, net decreased $194 million, or 99%, for the three months ended and decreased $79 million, or 39%, for the six months ended June 30, 2021, primarily from lower losses on the extinguishment of debt.
Income (loss) from continuing operations before income taxes , the components of which are discussed above, was income of $1.3 billion and a loss of $208 million for the three months ended June 30, 2021 and 2020, respectively, and was income of $2.4 billion and $1.0 billion for the six months ended June 30, 2021 and 2020, respectively.
Income tax expense increased $275 million for the three months ended and increased $215 million, or 70%, for the six months ended June 30, 2021.
The increase for the three months ended June 30, 2021, was primarily from:
• Higher income from continuing operations before income taxes; partially offset by
• A reduction in expenses that were not deductible for tax purposes including our Layer3 goodwill impairment and certain merger-related costs in the prior year. The effective tax rate was 22.0% and (0.7)% for the three months ended June 30, 2021 and 2020, respectively.
The increase for the six months ended June 30, 2021, was primarily from:
• Higher income from continuing operations before income taxes; partially offset by
• A reduction in expenses that were not deductible for tax purposes including our Layer3 goodwill impairment and certain merger-related costs in the prior year and an increase in excess tax benefits on stock compensation in the current year. The effective tax rate was 21.5% and 29.4% for the six months ended June 30, 2021 and 2020, respectively.
Income (loss) from continuing operations was income of $978 million and a loss of $210 million for the three months ended June 30, 2021 and 2020, respectively, and was income of $1.9 billion and income of $741 million for the six months ended June 30, 2021 and 2020, respectively.
The increase for the three months ended June 30, 2021, was primarily from:
• Higher Operating income; and
• Lower Other expense, net; partially offset by
• Higher Income tax expense.
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The increase for the six months ended June 30, 2021, was primarily from:
• Higher Operating income; and
• Lower Other expense, net; partially offset by
• Higher Interest expense; and
• Higher Income tax expense.
Income from discontinued operations, net of tax, was $320 million for the three and six months ended June 30, 2020, and consisted of the results of the Prepaid Business that was divested on July 1, 2020. There were no discontinued operations for the three and six months ended June 30, 2021.
Net income , the components of which are discussed above, increased $868 million, or 789%, for the three months ended and increased $850 million, or 80%, for the six months ended June 30, 2021.
Net income for the three months ended June 30, 2021, included the following:
• Merger-related costs, net of tax, of $453 million for the three months ended June 30, 2021, compared to $635 million for the three months ended June 30, 2020.
• Impairment expense of $366 million, net of tax, for the three months ended June 30, 2020, compared to no impairment expense for the three months ended June 30, 2021.
• The negative impact of supplemental employee payroll, third-party commissions and cleaning-related COVID-19 costs, net of tax, of $253 million for the three months ended June 30, 2020, compared to no impact for the three months ended June 30, 2021.
Net income for the six months ended June 30, 2021, included the following:
• Merger-related costs, net of tax, of $673 million for the six months ended June 30, 2021, compared to $752 million for the six months ended June 30, 2020.
• Impairment expense of $366 million, net of tax, for the six months ended June 30, 2020, compared to no impairment expense for the six months ended June 30, 2021.
• The negative impact of supplemental employee payroll, third-party commissions and cleaning-related COVID-19 costs, net of tax, of $339 million for the six months ended June 30, 2020, compared to no impact for the six months ended June 30, 2021.
Guarantor Financial Information
On April 1, 2020, in connection with the closing of the Merger, we assumed certain registered debt to third parties issued by Sprint, Sprint Communications, Inc. and Sprint Capital Corporation (collectively, the “Sprint Issuers”). Amounts previously disclosed for the estimated values of certain acquired assets and liabilities assumed have been adjusted based on additional information arising subsequent to the initial valuation. These revisions to the estimated values did not have a significant impact on our summarized financial information for the consolidated obligor group.
Pursuant to the applicable indentures and supplemental indentures, the Senior Notes to affiliates and third parties issued by T-Mobile USA, Inc. and the Sprint Issuers (collectively, the “Issuers”) are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by T-Mobile (“Parent”) and certain of Parent’s 100% owned subsidiaries (“Guarantor Subsidiaries”).
Pursuant to the applicable indentures and supplemental indentures, the Senior Secured Notes to third parties issued by T-Mobile USA, Inc. are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Parent and the Guarantor Subsidiaries, except for the Unsecured Guarantees of Sprint Corporation, Sprint Communications, Inc., and Sprint Capital Corporation, which are provided on a senior unsecured basis.
The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The indentures, supplemental indentures and credit agreements governing the long-term debt contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more
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debt, pay dividends and make distributions, make certain investments, repurchase stock, create liens or other encumbrances, enter into transactions with affiliates, enter into transactions that restrict dividends or distributions from subsidiaries, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. Certain provisions of each of the credit agreements, indentures and supplemental indentures relating to the long-term debt restrict the ability of the Issuers or borrowers to loan funds or make payments to Parent. However, the Issuers or borrowers and Guarantor Subsidiaries are allowed to make certain permitted payments to Parent under the terms of the indentures, supplemental indentures and credit agreements.
Basis of Presentation
The following tables include summarized financial information of the obligor groups of debt issued by T-Mobile USA, Inc., Sprint, Sprint Communications, Inc., and Sprint Capital Corporation. The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with U.S. GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.
The summarized balance sheet information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. is presented in the table below:
(in millions) June 30, 2021 December 31, 2020
Current assets $ 19,176 $ 22,638
Noncurrent assets 172,751 165,294
Current liabilities 20,202 19,982
Noncurrent liabilities 115,213 112,930
Due to non-guarantors 7,730 7,433
Due to related parties 4,830 4,873
Due from related parties 18 22
The summarized results of operations information for the consolidated obligor group of debt issued by T-Mobile USA, Inc. is presented in the table below:
Six Months Ended June 30, 2021
Year Ended December 31, 2020
(in millions)
Total revenues $ 39,018 $ 67,112
Operating income 2,789 4,335
Net income 673 1,148
Revenue from non-guarantors 802 1,496
Operating expenses to non-guarantors 1,324 2,127
Other expense to non-guarantors (72) (114)
The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint and Sprint Communications, Inc. is presented in the table below:
(in millions) June 30, 2021 December 31, 2020
Current assets $ 652 $ 2,646
Noncurrent assets 30,151 26,278
Current liabilities 6,949 4,209
Noncurrent liabilities 66,762 65,161
Due from non-guarantors 29,889 25,993
Due to related parties 4,796 4,786
The summarized results of operations information for the consolidated obligor group of debt issued by Sprint and Sprint Communications, Inc., since the acquisition of Sprint on April 1, 2020, is presented in the table below:
Six Months Ended June 30, 2021 Nine Months Ended December 31, 2020
(in millions)
Total revenues $ 1 $ 10
Operating loss (2) (15)
Net loss (646) (2,229)
Revenue from non-guarantors 2 6
Other income, net, from non-guarantors 1,045 1,084
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The summarized balance sheet information for the consolidated obligor group of debt issued by Sprint Capital Corporation is presented in the table below:
(in millions) June 30, 2021 December 31, 2020
Current assets $ 652 $ 2,646
Noncurrent assets 39,206 35,330
Current liabilities 7,021 4,281
Noncurrent liabilities 71,813 70,253
Due from non-guarantors 38,944 35,046
Due to related parties 4,796 4,786
The summarized results of operations information for the consolidated obligor group of debt issued by Sprint Capital Corporation, since the acquisition of Sprint on April 1, 2020, is presented in the table below:
Six Months Ended June 30, 2021 Nine Months Ended December 31, 2020
(in millions)
Total revenues $ 1 $ 10
Operating loss (2) (15)
Net loss (606) (2,165)
Revenue from non-guarantors 2 6
Other income, net, from non-guarantors 1,231 1,085
Affiliates Whose Securities Collateralize Securities Registered or Being Registered
For a description of the collateral arrangements relating to securities of affiliates that collateralize the Senior Secured Notes, please refer to the section entitled “Affiliates Whose Securities Collateralize the Notes and the Guarantees” in the Company’s Registration Statement on Form S-4/A filed with the SEC on April 21, 2021, which section is incorporated herein by reference.
The assets, liabilities and results of operations of the combined affiliates whose securities are pledged as Collateral are not materially different than the corresponding amounts presented in the condensed consolidated financial statements of the Company.
Performance Measures
In managing our business and assessing financial performance, we supplement the information provided by our financial statements with other operating or statistical data and non-GAAP financial measures. These operating and financial measures are utilized by our management to evaluate our operating performance and, in certain cases, our ability to meet liquidity requirements. Although companies in the wireless industry may not define each of these measures in precisely the same way, we believe that these measures facilitate comparisons with other companies in the wireless industry on key operating and financial measures.
The performance measures presented below include the impact of the Merger on a prospective basis from the close date of April 1, 2020. Historical results prior to April 1, 2020 have not been retroactively adjusted.
Customers
A customer is generally defined as a SIM number with a unique T-Mobile identifier which is associated with an account that generates revenue. Customers are qualified either for postpaid service utilizing phones, home internet, wearables, DIGITS or other connected devices, which include tablets and SyncUp products, where they generally pay after receiving service, or prepaid service, where they generally pay in advance of receiving service.
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The following table sets forth the number of ending customers:
As of June 30, Change
(in thousands) 2021 2020 # %
Customers, end of period
Postpaid phone customers (1)(2)
68,029 65,105 2,924 4 %
Postpaid other customers (1)(2)
15,819 12,648 3,171 25 %
Total postpaid customers 83,848 77,753 6,095 8 %
Prepaid customers (1)
20,941 20,574 367 2 %
Total customers 104,789 98,327 6,462 7 %
Acquired customers, net of base adjustments (2)
12 29,228 (29,216) NM
NM - Not Meaningful
(1) Includes customers acquired in connection with the Merger and certain customer base adjustments. See Customer Base Adjustments and Net Customer Additions tables below.
(2) In the first quarter of 2021, we acquired 11,000 postpaid phone customers and 1,000 postpaid other customers through our acquisition of an affiliate.
Total customers increased 6,462,000, or 7%, primarily from:
• Higher postpaid other customers, primarily due to growth in other connected devices, primarily related to public and educational sector customers and wearable products;
• Higher postpaid phone customers, primarily due to the success of new customer segments and rate plans and continued growth in existing and new markets, along with promotional activity and increased retail store traffic due to closures arising from the Pandemic in the prior period; and
• Higher prepaid customers, primarily due to the continued success of our prepaid business due to promotional activity and rate plan offers.
Customer Base Adjustments
Certain adjustments were made to align the customer reporting policies of T-Mobile and Sprint.
The adjustments made to the reported T-Mobile and Sprint ending customer base as of March 31, 2020, are presented below:
(in thousands) Postpaid phone customers Postpaid other customers Total postpaid customers Prepaid customers Total customers
Reconciliation to beginning customers
T-Mobile customers as reported, end of period March 31, 2020 40,797 7,014 47,811 20,732 68,543
Sprint customers as reported, end of period March 31, 2020 25,916 8,428 34,344 8,256 42,600
Total combined customers, end of period March 31, 2020 66,713 15,442 82,155 28,988 111,143
Adjustments
Reseller reclassification to wholesale customers (1)
(199) (2,872) (3,071) — (3,071)
EIP reclassification from postpaid to prepaid (2)
(963) — (963) 963 —
Divested prepaid customers (3)
— — — (9,207) (9,207)
Rate plan threshold (4)
(182) (918) (1,100) — (1,100)
Customers with non-phone devices (5)
(226) 226 — — —
Collection policy alignment (6)
(150) (46) (196) — (196)
Miscellaneous adjustments (7)
(141) (43) (184) (302) (486)
Total Adjustments (1,861) (3,653) (5,514) (8,546) (14,060)
Adjusted beginning customers as of April 1, 2020 64,852 11,789 76,641 20,442 97,083
(1) In connection with the closing of the Merger, we refined our definition of wholesale customers, resulting in the reclassification of certain postpaid and prepaid reseller customers to wholesale customers. Starting with the three months ended March 31, 2020, we discontinued reporting wholesale customers to focus on postpaid and prepaid customers and wholesale revenues, which we consider more relevant than the number of wholesale customers given the expansion of M2M and IoT products.
(2) Prepaid customers with a device installment billing plan historically included as Sprint postpaid customers have been reclassified to prepaid customers to align with T-Mobile policy.
(3) Customers associated with the Sprint wireless prepaid and Boost Mobile brands that were divested on July 1, 2020, have been excluded from our reported customers.
(4) Customers who have rate plans with monthly recurring charges which are considered insignificant have been excluded from our reported customers.
(5) Customers with postpaid phone rate plans without a phone (e.g., non-phone devices) have been reclassified from postpaid phone to postpaid other customers to align with T-Mobile policy.
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(6) Certain Sprint customers subject to collection activity for an extended period of time have been excluded from our reported customers to align with T-Mobile policy.
(7) Miscellaneous insignificant adjustments to align with T-Mobile policy.
Net Customer Additions
The following table sets forth the number of net customer additions:
Three Months Ended June 30, Change Six Months Ended
June 30, Change
(in thousands) 2021 2020 # % 2021 2020 # %
Net customer additions
Postpaid phone customers 627 253 374 148 % 1,400 705 695 99 %
Postpaid other customers 649 859 (210) (24) % 1,086 1,184 (98) (8) %
Total postpaid customers 1,276 1,112 164 15 % 2,486 1,889 597 32 %
Prepaid customers 76 133 (57) (43) % 227 5 222 NM
Total customers 1,352 1,245 107 9 % 2,713 1,894 819 43 %
Acquired customers, net of base adjustments — 29,228 (29,228) (100) % 12 29,228 (29,216) (100) %
NM - Not Meaningful
Total net customer additions increased 107,000, or 9%, for the three months ended and increased 819,000, or 43%, for the six months ended June 30, 2021.
The increase for the three months ended June 30, 2021, was primarily from:
• Higher postpaid phone net customer additions, primarily due to increased retail store traffic due to closures arising from the Pandemic in the prior period, as well as increased growth from T-Mobile for Business, partially offset by higher churn; partially offset by
• Lower postpaid other net customer additions, primarily due to elevated gross additions in the prior period related to the public and educational sector resulting from the Pandemic; and
• Lower prepaid net customer additions, primarily driven by higher migrations to postpaid plans, partially offset by lower churn.
The increase for the six months ended June 30, 2021, was primarily from:
• Higher postpaid phone net customer additions, primarily due to increased retail store traffic due to closures arising from the Pandemic in the prior period, partially offset by higher churn; and
• Higher prepaid net customer additions, primarily due to lower churn; partially offset by
• Lower postpaid other net customer additions, primarily due to higher disconnect volumes from an increased customer base.
Churn
Churn represents the number of customers whose service was disconnected as a percentage of the average number of customers during the specified period further divided by the number of months in the period. The number of customers whose service was disconnected is presented net of customers that subsequently have their service restored within a certain period of time. We believe that churn provides management, investors and analysts with useful information to evaluate customer retention and loyalty.
The following table sets forth the churn:
Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 2021 2020
Postpaid phone churn 0.87 % 0.80 % 7 bps 0.92 % 0.82 % 10 bps
Prepaid churn 2.62 % 2.81 % -19 bps 2.70 % 3.17 % -47 bps
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Postpaid phone churn increased 7 basis points for the three months ended and increased 10 basis points for the six months ended June 30, 2021.
The increase for the three months ended June 30, 2021, was primarily from:
• More normal switching activity relative to the muted Pandemic-driven conditions a year ago; partially offset by
• Better customer payment performance.
The increase for the six months ended June 30, 2021, was primarily from:
• More normal switching activity relative to the muted Pandemic-driven conditions a year ago; and
• Higher churn from customers acquired in the Merger; partially offset by
• Better customer payment performance.
Prepaid churn decreased 19 basis points for the three months ended and decreased 47 basis points for the six months ended June 30, 2021.
The decrease for the three months ended June 30, 2021, was primarily from:
• Improved quality of recently acquired customers; and
• Continued network improvement.
The decrease for the six months ended June 30, 2021, was primarily from:
• The impact of stimulus programs and accelerated tax refund timing;
• Improved quality of recently acquired customers; and
• Promotional activity.
Total Postpaid Accounts
A postpaid account is generally defined as a billing account number that generates revenue. Postpaid accounts are generally comprised of customers that are qualified for postpaid service utilizing phones, home internet, wearables, DIGITS or other connected devices which include tablets and SyncUp products, where they generally pay after receiving service.
As of June 30, 2021 Change
(in thousands) 2021 2020 # %
Accounts, end of period
Total postpaid customer accounts (1)
26,363 25,486 877 3 %
(1) Includes accounts acquired in connection with the Merger and certain account base adjustments. See Account Base Adjustments table below.
Total postpaid customer accounts increased 877,000, or 3%, primarily due to the success of new customer segments and rate plans, continued growth in existing and new markets, including our home internet product, along with promotional activity and increased retail store traffic due to closures arising from the Pandemic in the prior period.
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Account Base Adjustments
Certain adjustments were made to align the account reporting policies of T-Mobile and Sprint.
The adjustments made to the reported T-Mobile and Sprint ending account base as of March 31, 2020 are presented below:
(in thousands) Postpaid Accounts
Reconciliation to beginning accounts
T-Mobile accounts as reported, end of period March 31, 2020 15,244
Sprint accounts, end of period March 31, 2020 11,246
Total combined accounts, end of period March 31, 2020 26,490
Adjustments
Reseller reclassification to wholesale accounts (1)
(1)
EIP reclassification from postpaid to prepaid (2)
(963)
Rate plan threshold (3)
(18)
Collection policy alignment (4)
(76)
Miscellaneous adjustments (5)
(47)
Total Adjustments (1,105)
Adjusted beginning accounts as of April 1, 2020 25,385
(1) In connection with the closing of the Merger, we refined our definition of wholesale accounts resulting in the reclassification of certain postpaid and prepaid reseller accounts to wholesale accounts.
(2) Prepaid accounts with a customer with a device installment billing plan historically included as Sprint postpaid accounts have been reclassified to prepaid accounts to align with T-Mobile policy.
(3) Accounts with customers who have rate plans with monthly recurring charges which are considered insignificant have been excluded from our reported accounts.
(4) Certain Sprint accounts subject to collection activity for an extended period of time have been excluded from our reported accounts to align with T-Mobile policy.
(5) Miscellaneous insignificant adjustments to align with T-Mobile policy.
Average Revenue Per User
ARPU represents the average monthly service revenue earned from customers. We believe ARPU provides management, investors and analysts with useful information to assess and evaluate our service revenue per customer and assist in forecasting our future service revenues generated from our customer base. Postpaid phone ARPU excludes postpaid other customers and related revenues, which include home internet, wearables, DIGITS and other connected devices such as tablets and SyncUp products.
The following table illustrates the calculation of our operating measure ARPU and reconciles this measure to the related service revenues:
(in millions, except average number of customers and ARPU) Three Months Ended June 30, Change Six Months Ended
June 30, Change
2021 2020 $ % 2021 2020 $ %
Calculation of Postpaid Phone ARPU
Postpaid service revenues $ 10,492 $ 9,959 $ 533 5 % $ 20,795 $ 15,846 $ 4,949 31 %
Less: Postpaid other revenues (825) (618) (207) 33 % (1,645) (928) (717) 77 %
Postpaid phone service revenues 9,667 9,341 326 3 % 19,150 14,918 4,232 28 %
Divided by: Average number of postpaid phone customers (in thousands) and number of months in period 67,680 64,889 2,791 4 % 67,257 52,737 14,520 28 %
Postpaid phone ARPU $ 47.61 $ 47.99 $ (0.38) (1) % $ 47.45 $ 47.15 $ 0.30 1 %
Calculation of Prepaid ARPU
Prepaid service revenues $ 2,427 $ 2,311 $ 116 5 % $ 4,778 $ 4,684 $ 94 2 %
Divided by: Average number of prepaid customers (in thousands) and number of months in period 20,994 20,380 614 3 % 20,861 20,570 291 1 %
Prepaid ARPU $ 38.53 $ 37.80 $ 0.73 2 % $ 38.17 $ 37.95 $ 0.22 1 %
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Postpaid Phone ARPU
Postpaid phone ARPU decreased $0.38, or 1%, for the three months ended and increased $0.30, or 1%, for the six months ended June 30, 2021.
The decrease for the three months ended June 30, 2021, was primarily from:
• Promotional activity, including an increase in customers per account; and
• The impact of Sprint rate plan migrations; partially offset by
• Higher premium services, including Magenta MAX.
The increase for the six months ended June 30, 2021, was primarily from:
• The net impact of customers acquired in the Merger, which have higher ARPU (net of changes arising from the reduction in base due to policy adjustments and reclassification of certain ARPU components from the acquired customers being moved to other revenue lines); and
• Higher premium services, including Magenta MAX; partially offset by
• Promotional activity, including an increase in customers per account.
Prepaid ARPU
Prepaid ARPU increased $0.73, or 2%, for the three months ended and increased $0.22, or 1%, for the six months ended June 30, 2021.
The increase for the three months ended June 30, 2021, was primarily from:
• Higher revenues due to improved rate plan mix; and
• Higher premium services; partially offset by
• A reduction in certain non-recurring charges.
The increase for the six months ended June 30, 2021, was primarily from:
• The impacts of certain adjustments to our customer base in April 2020; and
• Higher premium services; partially offset by
• A reduction in certain non-recurring charges.
Average Revenue Per Account
Average Revenue per Account (“ARPA”) represents the average monthly postpaid service revenue earned per account. We believe postpaid ARPA provides management, investors and analysts with useful information to assess and evaluate our postpaid service revenue realization and assist in forecasting our future postpaid service revenues on a per account basis. We consider postpaid ARPA to be indicative of our revenue growth potential given the increase in the average number of postpaid phone customers per account and increases in postpaid other customers, including home internet, wearables, DIGITS or other connected devices, which include tablets and SyncUp products.
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The following table illustrates the calculation of our operating measure ARPA and reconciles this measure to the related service revenues:
(in millions, except average number of accounts, ARPA) Three Months Ended June 30, Change Six Months Ended
June 30, Change
2021 2020 $ % 2021 2020 $ %
Calculation of Postpaid ARPA
Postpaid service revenues $ 10,492 $ 9,959 $ 533 5 % $ 20,795 $ 15,846 $ 4,949 31 %
Divided by: Average number of postpaid accounts (in thousands) and number of months in period 26,188 25,424 764 3 % 26,014 20,289 5,725 28 %
Postpaid ARPA $ 133.55 $ 130.57 $ 2.98 2 % $ 133.23 $ 130.16 $ 3.07 2 %
Postpaid ARPA
Postpaid ARPA increased $2.98, or 2%, for the three months ended and increased $3.07, or 2%, for the six months ended June 30, 2021, primarily due to:
• An increase in customers per account; and
• Higher premium services, including Magenta MAX; partially offset by
• Promotional activity.
Adjusted EBITDA and Core Adjusted EBITDA
Beginning in the first quarter of 2021, we began disclosing Core Adjusted EBITDA as a financial measure to improve comparability as we de-emphasize device leasing programs as part of our value proposition.
Adjusted EBITDA represents earnings before Interest expense, net of Interest income, Income tax expense, Depreciation and amortization, stock-based compensation and certain income and expenses not reflective of our ongoing operating performance. Core Adjusted EBITDA represents Adjusted EBITDA less device lease revenues. Adjusted EBITDA margin represents Adjusted EBITDA divided by Service revenues. Core Adjusted EBITDA margin represents Core Adjusted EBITDA divided by Service revenues.
Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin are non-GAAP financial measures utilized by our management to monitor the financial performance of our operations. We use Adjusted EBITDA internally as a measure to evaluate and compensate our personnel and management for their performance. We use Adjusted EBITDA and Core Adjusted EBITDA as benchmarks to evaluate our operating performance in comparison to our competitors. Management believes analysts and investors use Adjusted EBITDA and Core Adjusted EBITDA as supplemental measures to evaluate overall operating performance and facilitate comparisons with other wireless communications services companies because they are indicative of our ongoing operating performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, stock-based compensation, Merger-related costs including network decommissioning costs and incremental costs directly attributable to the Pandemic, as they are not indicative of our ongoing operating performance, as well as certain other nonrecurring income and expenses. Management believes analysts and investors use Core Adjusted EBITDA because it normalizes for the transition in the Company’s device financing strategy, by excluding the impact of device lease revenues from Adjusted EBITDA, to align with the exclusion of the related depreciation expense on leased devices from Adjusted EBITDA. Adjusted EBITDA, Adjusted EBITDA margin, Core Adjusted EBITDA and Core Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as substitutes for income from operations, net income or any other measure of financial performance reported in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).
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The following table illustrates the calculation of Adjusted EBITDA and Core Adjusted EBITDA and reconciles Adjusted EBITDA and Core Adjusted EBITDA to Net income, which we consider to be the most directly comparable GAAP financial measure:
Three Months Ended June 30, Change Six Months Ended
June 30, Change
(in millions) 2021 2020 $ % 2021 2020 $ %
Net income $ 978 $ 110 $ 868 789 % $ 1,911 $ 1,061 $ 850 80 %
Adjustments:
Income from discontinued operations, net of tax — (320) 320 (100) % — (320) 320 (100) %
Income from continuing operations 978 (210) 1,188 (566) % 1,911 741 1,170 158 %
Interest expense 820 776 44 6 % 1,612 961 651 68 %
Interest expense to affiliates 32 63 (31) (49) % 78 162 (84) (52) %
Interest income (2) (6) 4 (67) % (5) (18) 13 (72) %
Other expense, net 1 195 (194) (99) % 126 205 (79) (39) %
Income tax expense 277 2 275 NM 523 308 215 70 %
Operating income 2,106 820 1,286 157 % 4,245 2,359 1,886 80 %
Depreciation and amortization 4,077 4,064 13 — % 8,366 5,782 2,584 45 %
Operating income from discontinued operations (1)
— 432 (432) (100) % — 432 (432) (100) %
Stock-based compensation (1)
129 139 (10) (7) % 259 262 (3) (1) %
Merger-related costs 611 798 (187) (23) % 909 941 (32) (3) %
COVID-19-related costs — 341 (341) (100) % — 458 (458) (100) %
Impairment expense — 418 (418) (100) % — 418 (418) (100) %
Other, net (2)
(17) 5 (22) (440) % 32 30 2 7 %
Adjusted EBITDA 6,906 7,017 (111) (2) % 13,811 10,682 3,129 29 %
Lease revenues (914) (1,421) 507 (36) % (1,955) (1,586) (369) 23 %
Core Adjusted EBITDA
$ 5,992 $ 5,596 $ 396 7 % $ 11,856 $ 9,096 $ 2,760 30 %
Net income margin (Net income divided by Service revenues) 7 % 1 % 600 bps 7 % 5 % 200 bps
Adjusted EBITDA margin (Adjusted EBITDA divided by Service revenues) 48 % 53 % -500 bps 48 % 48 % — bps
Core Adjusted EBITDA margin (Core Adjusted EBITDA divided by Service revenues)
41 % 42 % -100 bps 41 % 41 % — bps
NM - Not Meaningful
(1) Stock-based compensation includes payroll tax impacts and may not agree with stock-based compensation expense in the condensed consolidated financial statements. Additionally, certain stock-based compensation expenses associated with the Transactions have been included in Merger-related costs.
(2) Other, net may not agree with the Condensed Consolidated Statements of Comprehensive Income primarily due to certain non-routine operating activities, such as other special items that would not be expected to reoccur or are not reflective of T-Mobile’s ongoing operating performance, and are therefore excluded from Adjusted EBITDA and Core Adjusted EBITDA.
Core Adjusted EBITDA increased $396 million, or 7%, for the three months ended and increased $2.8 billion, or 30%, for the six months ended June 30, 2021. The components comprising Core Adjusted EBITDA are discussed further above.
The increase for the three months ended June 30, 2021 was primarily due to:
• Higher Equipment revenues, excluding Lease revenues;
• Higher Total service revenues; and
• Lower Selling, general and administrative expenses, excluding Merger-related costs and supplemental employee payroll, third-party commissions and cleaning-related COVID-19 costs; partially offset by
• Higher Cost of equipment sales, excluding Merger-related costs; and
• Higher Cost of services, excluding Merger-related costs.
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The increase for the six months ended June 30, 2021, was primarily due to:
• Higher Total service revenues; and
• Higher Equipment revenues, excluding Lease revenues; partially offset by
• Higher Cost of equipment sales, excluding Merger-related costs;
• Higher Cost of services expenses, excluding Merger-related costs; and
• Higher Selling, general and administrative expenses, excluding Merger-related costs and supplemental employee payroll, third-party commissions and cleaning-related COVID-19 costs.
Adjusted EBITDA decreased $111 million, or 2%, for the three months ended and increased $3.1 billion, or 29%, for the six months ended June 30, 2021. The changes were primarily due to the fluctuations in Core Adjusted EBITDA, discussed above, including changes in Lease revenues. Lease revenues decreased $507 million for the three months ended and increased $369 million for the six months ended June 30, 2021.
Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations, proceeds from issuance of long-term debt and common stock, financing leases, the sale of certain receivables, financing arrangements of vendor payables which effectively extend payment terms and the Revolving Credit Facility (as defined below). Further, the incurrence of additional indebtedness may inhibit our ability to incur new debt under the terms governing our existing and future indebtedness, which may make it more difficult for us to incur new debt in the future to finance our business strategy.
Cash Flows
The following is a condensed schedule of our cash flows for the three and six months ended June 30, 2021 and 2020:
Three Months Ended June 30, Change Six Months Ended
June 30, Change
(in millions) 2021 2020 $ % 2021 2020 $ %
Net cash provided by operating activities $ 3,779 $ 777 $ 3,002 386 % $ 7,440 $ 2,394 $ 5,046 211 %
Net cash used in investing activities (2,083) (6,356) 4,273 (67) % (13,322) (7,936) (5,386) 68 %
Net cash (used in) provided by financing activities (577) 15,628 (16,205) NM 3,297 15,175 (11,878) (78) %
NM - Not meaningful
Operating Activities
Net cash provided by operating activities increased $3.0 billion, or 386%, for the three months ended and increased $5.0 billion, or 211%, for the six months ended June 30, 2021.
The increase for the three months ended June 30, 2021, was primarily from:
• A $2.9 billion decrease in net cash outflows from changes in working capital, primarily due to the one-time impact of $2.3 billion in gross payments for the settlement of interest rate swaps related to Merger financing for the three months ended June 30, 2020, included in the use of cash from Other current and long-term liabilities, as well as lower use of cash from Accounts payable and accrued liabilities and Inventories, partially offset by higher use of cash from Accounts receivable and Equipment installment plan receivables.
• Net cash provided by operating activities includes $190 million and $370 million in payments for Merger-related costs for the three months ended June 30, 2021 and 2020, respectively.
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The increase for the six months ended June 30, 2021, was primarily from:
• A $2.6 billion increase in Net income, adjusted for non-cash income and expense; and
• A $2.5 billion decrease in net cash outflows from changes in working capital, primarily due to the one-time impact of $2.3 billion in gross payments for the settlement of interest rate swaps related to Merger financing for the six months ended June 30, 2020, included in the use of cash from Other current and long-term liabilities, as well as lower use of cash from Inventories and Accounts payable and accrued liabilities, partially offset by higher use of cash from Equipment installment plan receivables and Accounts receivable.
• Net cash provided by operating activities includes $467 million and $531 million in payments for Merger-related costs for the six months ended June 30, 2021 and 2020, respectively.
Investing Activities
Net cash used in investing activities decreased $4.3 billion, or 67%, for the three months ended and increased $5.4 billion, or 68%, for the six months ended June 30, 2021.
The use of cash for the three months ended June 30, 2021, was primarily from:
• $3.3 billion in Purchases of property and equipment, including capitalized interest, from network integration related to the Merger and the continued build-out of our nationwide 5G network; partially offset by
• $1.1 billion in Proceeds related to beneficial interests in securitization transactions.
The use of cash for the six months ended June 30, 2021, was primarily from:
• $8.9 billion in Purchases of spectrum licenses and other intangible assets, including deposits, primarily due to $8.9 billion paid for spectrum licenses won at the conclusion of Auction 107 in March 2021; and
• $6.5 billion in Purchases of property and equipment, including capitalized interest, from network integration related to the Merger and the continued build-out of our nationwide 5G network; partially offset by
• $2.0 billion in Proceeds related to beneficial interests in securitization transactions.
Financing Activities
Net cash (used in) provided by financing activities decreased $16.2 billion for the three months ended and decreased $11.9 billion for the six months ended June 30, 2021.
The use of cash for the three months ended June 30, 2021, was primarily from:
• $3.2 billion in Repayments of long-term debt driven by the redemption of $1.3 billion aggregate principal amount of our 6.000% Senior Notes due 2023, $1.0 billion aggregate principal amount of our 6.000% Senior Notes due 2024 and $500 million aggregate principal amount of our 5.125% Senior Notes due 2025, and repayments of $219 million aggregate principal amount of our 3.360% Senior Secured Series 2016-1 A-1 Notes due 2021 and $131 million aggregate principal amount of our 4.738% Senior Secured Series 2018-1 A-1 Notes due 2025; and
• $269 million in Repayments of financing lease obligations; partially offset by
• $3.0 billion in Proceeds from issuance of long-term debt, net of issuance costs.
The source of cash for the six months ended June 30, 2021, was primarily from:
• $9.8 billion in Proceeds from issuance of long-term debt, net of issuance costs; partially offset by
• $5.4 billion in Repayments of long-term debt driven by the redemption of $2.0 billion aggregate principal amount of our 6.500% Senior Notes due 2026, $1.3 billion aggregate principal amount of our 6.000% Senior Notes due 2023, $1.0 billion aggregate principal amount of our 6.000% Senior Notes due 2024 and $500 million aggregate principal amount of our 5.125% Senior Notes due 2025, and repayments of $438 million aggregate principal amount of our 3.360% Senior Secured Series 2016-1 A-1 Notes due 2021 and $131 million aggregate principal amount of our 4.738% Senior Secured Series 2018-1 A-1 Notes due 2025;
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• $556 million in Repayments of financing lease obligations; and
• $294 million in Tax withholdings on share-based awards.
Cash and Cash Equivalents
As of June 30, 2021, our Cash and cash equivalents were $7.8 billion compared to $10.4 billion at December 31, 2020.
Free Cash Flow
Free Cash Flow represents Net cash provided by operating activities less cash payments for Purchases of property and equipment, including Proceeds from sales of tower sites and Proceeds related to beneficial interests in securitization transactions, less Cash payments for debt prepayment or debt extinguishment. Free Cash Flow and Free Cash Flow, excluding gross payments for the settlement of interest rate swaps, are non-GAAP financial measures utilized by our management, investors and analysts of our financial information to evaluate cash available to pay debt and provide further investment in the business.
In 2021, we sold tower sites for proceeds of $31 million, which are included in Proceeds from sales of tower sites within Net
cash used in investing activities in our Condensed Consolidated Statements of Cash Flows. As these proceeds were from the sale of fixed assets and are used by management to assess cash available for capital expenditures during the year, we determined the proceeds are relevant for the calculation of Free Cash Flow and included them in the table below. Other proceeds from the sale of fixed assets for the periods presented are not significant. We have presented the impact of the sales in the table below, which reconciles Free Cash Flow and Free Cash Flow, excluding gross payments for the settlement of interest rate swaps, to Net cash provided by operating activities, which we consider to be the most directly comparable GAAP financial measure.
Three Months Ended June 30, Change Six Months Ended
June 30, Change
(in millions) 2021 2020 $ % 2021 2020 $ %
Net cash provided by operating activities $ 3,779 $ 777 $ 3,002 386 % $ 7,440 $ 2,394 $ 5,046 211 %
Cash purchases of property and equipment (3,270) (2,257) (1,013) 45 % (6,453) (4,010) (2,443) 61 %
Proceeds from sales of tower sites 31 — 31 NM 31 — 31 NM
Proceeds related to beneficial interests in securitization transactions 1,137 602 535 89 % 2,028 1,470 558 38 %
Cash payments for debt prepayment or debt extinguishment costs (6) (24) 18 (75) % (71) (24) (47) 196 %
Free Cash Flow 1,671 (902) 2,573 (285) % 2,975 (170) 3,145 NM
Gross cash paid for the settlement of interest rate swaps — 2,343 (2,343) (100) % — 2,343 (2,343) (100) %
Free Cash Flow, excluding gross payments for the settlement of interest rate swaps $ 1,671 $ 1,441 $ 230 16 % $ 2,975 $ 2,173 $ 802 37 %
NM - Not Meaningful
Free Cash Flow, excluding gross payments for the settlement of interest rate swaps, increased $230 million, or 16%, for the three months ended and increased $802 million, or 37%, for the six months ended June 30, 2021.
The increase for the three months ended June 30, 2021, was impacted by the following:
• Higher Net cash provided by operating activities, as described above; and
• Higher Proceeds related to beneficial interests in securitization transactions; partially offset by
• Higher Cash purchases of property and equipment, including capitalized interest of $57 million and $119 million for the three months ended June 30, 2021 and 2020, respectively, from network integration related to the Merger and the continued build-out of our nationwide 5G network.
• Free Cash Flow includes $190 million and $370 million in payments for Merger-related costs for the three months ended June 30, 2021 and 2020, respectively.
• The calculation of Free Cash Flow, excluding gross payments for the settlement of interest rate swaps, excludes the one-time impact of gross payments for the settlement of interest rate swaps related to Merger financing of $2.3 billion for the three months ended June 30, 2020.
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The increase for the six months ended June 30, 2021, was impacted by the following:
• Higher Net cash provided by operating activities, as described above; and
• Higher Proceeds related to beneficial interests in securitization transactions; partially offset by
• Higher Cash purchases of property and equipment, including capitalized interest of $141 million and $231 million for the six months ended June 30, 2021 and 2020, respectively, from network integration related to the Merger and the continued build-out of our nationwide 5G network.
• Free Cash Flow includes $467 million and $531 million in payments for Merger-related costs for the six months ended June 30, 2021 and 2020, respectively.
• The calculation of Free Cash Flow, excluding gross payments for the settlement of interest rate swaps, excludes the one-time impact of gross payments for the settlement of interest rate swaps related to Merger financing of $2.3 billion for the six months ended June 30, 2020.
Borrowing Capacity
We maintain a financing arrangement with Deutsche Bank AG, which allows for up to $108 million in borrowings. Under the financing arrangement, we can effectively extend payment terms for invoices payable to certain vendors. As of June 30, 2021, there were no outstanding balances under such financing arrangement.
We also maintain vendor financing arrangements primarily with our main network equipment suppliers. Under the respective agreements, we can obtain extended financing terms. During the three and six months ended June 30, 2021, we repaid $36 million and $91 million, respectively, associated with the vendor financing arrangements and other financial liabilities. These payments are included in Repayments of short-term debt for purchases of inventory, property and equipment and other financial liabilities, in our Condensed Consolidated Statements of Cash Flows. As of June 30, 2021 and December 31, 2020, the outstanding balance under the vendor financing arrangements and other financial liabilities was $148 million and $240 million, respectively, of which $77 million and $122 million, respectively, was assumed in connection with the closing of the Merger. As of June 30, 2021, the outstanding borrowings was $77 million under the vendor financing agreements.
We maintain a revolving credit facility (the “Revolving Credit Facility”) with an aggregate commitment amount of $5.5 billion. As of June 30, 2021, there was no outstanding balance under the Revolving Credit Facility.
On October 30, 2020, we entered into a $5.0 billion senior secured term loan commitment with certain financial institutions. On January 14, 2021, we issued an aggregate of $3.0 billion of senior notes. The senior secured term loan commitment was reduced by an amount equal to the aggregate gross proceeds of the Senior Notes, which reduced the commitment to $2.0 billion. On March 23, 2021, we issued an aggregate of $3.8 billion of Senior Notes. The senior secured term loan commitment was terminated upon the issuance of the $3.8 billion of Senior Notes.
Debt Financing
As of June 30, 2021, our total debt and financing lease liabilities were $77.7 billion, excluding our tower obligations, of which $68.4 billion was classified as long-term debt and $1.4 billion was classified as long-term financing lease liabilities.
During the six months ended June 30, 2021, we issued long-term debt for net proceeds of $9.8 billion and redeemed and repaid short- and long-term debt with an aggregate principal amount of $5.5 billion.
For more information regarding our debt financing transactions, see Note 7 - Debt of the Notes to the Condensed Consolidated Financial Statements.
Spectrum Auction
In March 2021, the FCC announced that we were the winning bidder of 142 licenses in Auction 107 (C-band spectrum) for an aggregate purchase price of $9.3 billion, excluding relocation costs. At the inception of Auction 107 in October 2020, we deposited $438 million. Upon conclusion of Auction 107 in March 2021, we paid the FCC the remaining $8.9 billion for the licenses won in the auction. We expect to incur an additional $1.2 billion in relocation costs which will be paid through 2024.
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For more information regarding our spectrum licenses, see Note 5 - Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements.
Off-Balance Sheet Arrangements
We have arrangements, as amended from time to time, to sell certain EIP accounts receivable and service accounts receivable on a revolving basis as a source of liquidity. As of June 30, 2021, we derecognized net receivables of $2.5 billion upon sale through these arrangements.
For more information regarding these off-balance sheet arrangements, see Note 4 – Sales of Certain Receivables of the Notes to the Condensed Consolidated Financial Statements.
Future Sources and Uses of Liquidity
We may seek additional sources of liquidity, including through the issuance of additional long-term debt in 2021, to continue to opportunistically acquire spectrum licenses or other assets in private party transactions or for the refinancing of existing long-term debt on an opportunistic basis. Excluding liquidity that could be needed for spectrum acquisitions, or for other assets, we expect our principal sources of funding to be sufficient to meet our anticipated liquidity needs for business operations for the next 12 months as well as our longer-term liquidity needs. Our intended use of any such funds is for general corporate purposes, including for capital expenditures, spectrum purchases, opportunistic investments and acquisitions, redemption of high yield callable debt, tower obligations, potential shareholder returns and the execution of our integration plan.
We determine future liquidity requirements, for both operations and capital expenditures, based in large part upon projected financial and operating performance, and opportunities to acquire additional spectrum. We regularly review and update these projections for changes in current and projected financial and operating results, general economic conditions, the competitive landscape and other factors. We have incurred, and will incur, substantial expenses to comply with the Government Commitments, and we are also expected to incur substantial restructuring expenses in connection with integrating and coordinating T-Mobile’s and Sprint’s businesses, operations, policies and procedures. While we have assumed that a certain level of Merger-related expenses will be incurred, factors beyond our control, including required consultation and negotiation with certain counterparties, could affect the total amount or the timing of these expenses. These expenses could exceed the costs historically borne by us and adversely affect our financial condition and results of operations. There are a number of additional risks and uncertainties, including those due to the impact of the Pandemic, that could cause our financial and operating results and capital requirements to differ materially from our projections, which could cause future liquidity to differ materially from our assessment.
The indentures, supplemental indentures and credit agreements governing our long-term debt to affiliates and third parties, excluding financing leases, contain covenants that, among other things, limit the ability of the Issuers or borrowers and the Guarantor Subsidiaries to incur more debt, pay dividends and make distributions on our common stock, make certain investments, repurchase stock, create liens or other encumbrances, enter into transactions with affiliates, enter into transactions that restrict dividends or distributions from subsidiaries, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. Certain provisions of each of the credit agreements, indentures and supplemental indentures relating to the long-term debt to affiliates and third parties restrict the ability of the Issuers or borrowers to loan funds or make payments to Parent. However, the Issuers or borrowers are allowed to make certain permitted payments to Parent under the terms of each of the credit agreements, indentures and supplemental indentures relating to the long-term debt to affiliates and third parties. We were in compliance with all restrictive debt covenants as of June 30, 2021.
Shentel Wireless Assets Acquisition
Subsequent to June 30, 2021, on July 1, 2021, we closed on the acquisition of the Wireless Assets (as defined in Note 2 - Business Combinations of the Notes to the Condensed Consolidated Financial Statements) for a cash purchase price of approximately $1.9 billion. For more information regarding the acquisition of the Wireless Assets, see Note 2 – Business Combinations of the Notes to the Condensed Consolidated Financial Statements.
Financing Lease Facilities
We have entered into uncommitted financing lease facilities with certain partners that provide us with the ability to enter into financing leases for network equipment and services. As of June 30, 2021, we have committed to $5.6 billion of financing leases under these financing lease facilities, of which $362 million and $470 million was executed during the three and six
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months ended June 30, 2021, respectively. We expect to enter into up to an additional $730 million in financing lease commitments during the year ending December 31, 2021.
Capital Expenditures
Our liquidity requirements have been driven primarily by capital expenditures for spectrum licenses, the construction, expansion and upgrading of our network infrastructure and the integration of the networks, spectrum, technology, personnel, customer base and business practices of T-Mobile and Sprint. Property and equipment capital expenditures primarily relate to the integration of our spectrum licenses, including the pending acquisition of C-band licenses won in Auction 107, acquired Sprint 2.5 GHz spectrum licenses and existing 600 MHz spectrum licenses as we build out our nationwide 5G network. We expect the majority of our remaining capital expenditures related to these efforts to occur in 2021 and 2022, after which we expect a reduction in capital expenditure requirements.
For more information regarding our spectrum licenses, see Note 5 - Goodwill, Spectrum License Transactions and Other Intangible Assets of the Notes to the Condensed Consolidated Financial Statements.
Dividends
We have never paid or declared any cash dividends on our common stock, and we do not intend to declare or pay any cash dividends on our common stock in the foreseeable future. Our credit facilities and the indentures and supplemental indentures governing our long-term debt to affiliates and third parties, excluding financing leases, contain covenants that, among other things, restrict our ability to declare or pay dividends on our common stock.
Related Party Transactions
We have related party transactions associated with DT, SoftBank or their affiliates in the ordinary course of business, including intercompany servicing and licensing.
Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act of 1934, as amended (“Exchange Act”). Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.
As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the three months ended June 30, 2021, that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to affiliates that we do not control and that are our affiliates solely due to their common control with either DT or SoftBank. We have relied upon DT and SoftBank for information regarding their respective activities, transactions and dealings.
DT, through certain of its non-U.S. subsidiaries, is party to roaming and interconnect agreements with the following mobile and fixed line telecommunication providers in Iran, some of which are or may be government-controlled entities: Irancell Telecommunications Services Company, Telecommunication Kish Company, Mobile Telecommunication Company of Iran, and Telecommunication Infrastructure Company of Iran. In addition, during the three months ended June 30, 2021, DT, through certain of its non-U.S. subsidiaries, provided basic telecommunications services to two customers in Germany identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control: Bank Melli and Europäisch-Iranische Handelsbank. These services have been terminated or are in the process of being terminated. For the three months ended June 30, 2021, gross revenues of all DT affiliates generated by roaming and interconnection traffic and telecommunications services with the Iranian parties identified herein were less than $0.1 million, and the estimated net profits were less than $0.1 million.
In addition, DT, through certain of its non-U.S. subsidiaries that operate a fixed-line network in their respective European home countries (in particular Germany), provides telecommunications services in the ordinary course of business to the Embassy of Iran in those European countries. Gross revenues and net profits recorded from these activities for the three months ended June 30, 2021 were less than $0.1 million. We understand that DT intends to continue these activities.
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Separately, SoftBank, through one of its non-U.S. subsidiaries, provides roaming services in Iran through Irancell Telecommunications Services Company. During the three months ended June 30, 2021, SoftBank had no gross revenues from such services and no net profit was generated. We understand that the SoftBank subsidiary intends to continue such services. This subsidiary also provides telecommunications services in the ordinary course of business to accounts affiliated with the Embassy of Iran in Japan. During the three months ended June 30, 2021, SoftBank estimates that gross revenues and net profit generated by such services were both under $0.1 million. We understand that the SoftBank subsidiary is obligated under contract and intends to continue such services.
In addition, SoftBank, through one of its non-U.S. indirect subsidiaries, provides office supplies to the Embassy of Iran in Japan. SoftBank estimates that gross revenue and net profit generated by such services during the three months ended June 30, 2021, were both under $0.1 million. We understand that the SoftBank subsidiary intends to continue such activities.
Critical Accounting Policies and Estimates
Preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2020, and which are hereby incorporated by reference herein.
Accounting Pronouncements Not Yet Adopted
For information regarding recently issued accounting standards, see Note 1 – Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the interest rate risk as previously disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2020.