UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2021March 31, 2022

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to             

Commission File Number 1-8519

CINCINNATI BELL INC.

 

Ohio

 

31-1056105

(State of Incorporation)

 

(I.R.S. Employer Identification No.)

 

221 East Fourth Street, Cincinnati, Ohio 45202

(Address of principal executive offices) (Zip Code)

(513) 397-9900

(Registrant’s telephone number, including area code)

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on

Which Registered

Common Shares ($0.01 par value)

CBB

New York Stock Exchange

Depositary Shares, each representing 1/20

interest in a Share of 6 ¾% Cumulative
Convertible Preferred Stock, without par value

CBB.PB

New York Stock Exchange

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes       No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes       No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No  

Securities Registered Pursuant to Section 12(b) of the Act:

 

At June 30, 2021, there were 50,920,546 common shares outstanding.

 

 


 

 

TABLE OF CONTENTS

 

PART I. Financial Information

 

 

 

 

 

 

 

 

 

Description

 

 

 

Page

Item 1.

 

Financial Statements

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations (Unaudited) Three and Six Months Ended June 30, 2021 and 2020

 

1

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three and Six Months Ended June 30, 2021 and 2020

 

2

 

 

 

 

 

 

 

Condensed Consolidated Statements of Shareowners' DeficitEquity (Deficit) (Unaudited) Three and Six Months Ended June 30, 2021 and 2020

 

3

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets (Unaudited) June 30, 2021 and December 31, 2020

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2021 and 2020

 

5

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

6

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

2224

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

3836

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

3836

 

 

 

 

 

 

 

PART II. Other Information

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

3937

 

 

 

 

 

Item 1A.

 

Risk Factors

 

3937

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

3937

 

 

 

 

 

Item 3.

 

Default upon Senior Securities

 

3937

 

 

 

 

 

Item 4.

 

Mine Safety Disclosure

 

3937

 

 

 

 

 

Item 5.

 

Other Information

 

3937

 

 

 

 

 

Item 6.

 

Exhibits

 

4038

 

 

 

 

 

 

 

Signatures

 

4139

 

 


 

 

Cincinnati Bell Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions, except per share amounts)millions)

(Unaudited)

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

Successor

 

 

 

Predecessor

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

Revenue

 

$

414.2

 

 

$

380.0

 

 

$

824.1

 

 

$

760.0

 

 

$

435.8

 

 

 

$

409.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services and products, excluding items below

 

 

224.8

 

 

 

193.4

 

 

 

444.9

 

 

 

387.1

 

 

 

238.5

 

 

 

 

220.1

 

Selling, general and administrative, excluding items below

 

 

85.4

 

 

 

81.3

 

 

 

169.2

 

 

 

169.3

 

 

 

89.6

 

 

 

 

83.8

 

Depreciation and amortization

 

 

71.8

 

 

 

74.7

 

 

 

142.8

 

 

 

148.9

 

 

 

119.5

 

 

 

 

71.0

 

Restructuring and severance related charges

 

 

0.4

 

 

 

0.4

 

 

 

0.9

 

 

 

15.6

 

 

 

0.9

 

 

 

 

0.5

 

Transaction and integration costs

 

 

1.4

 

 

 

2.5

 

 

 

3.3

 

 

 

31.6

 

 

 

2.3

 

 

 

 

1.9

 

Total operating costs and expenses

 

 

383.8

 

 

 

352.3

 

 

 

761.1

 

 

 

752.5

 

 

 

450.8

 

 

 

 

377.3

 

Operating income

 

 

30.4

 

 

 

27.7

 

 

 

63.0

 

 

 

7.5

 

Operating (loss) income

 

 

(15.0

)

 

 

 

32.6

 

Interest expense

 

 

33.5

 

 

 

33.5

 

 

 

65.9

 

 

 

67.2

 

 

 

16.5

 

 

 

 

32.4

 

Other components of pension and postretirement benefit plans expense

 

 

1.7

 

 

 

3.8

 

 

 

4.3

 

 

 

6.4

 

Other income, net

 

 

(0.2

)

 

 

(0.2

)

 

 

0

 

 

 

(1.0

)

Other components of pension and postretirement benefit plans (benefit) expense

 

 

(2.6

)

 

 

 

2.6

 

Other (income) expense, net

 

 

(0.4

)

 

 

 

0.2

 

Loss before income taxes

 

 

(4.6

)

 

 

(9.4

)

 

 

(7.2

)

 

 

(65.1

)

 

 

(28.5

)

 

 

 

(2.6

)

Income tax (benefit) expense

 

 

0

 

 

 

(1.6

)

 

 

0.4

 

 

 

(23.3

)

 

 

(6.5

)

 

 

 

0.4

 

Net loss

 

 

(4.6

)

 

 

(7.8

)

 

 

(7.6

)

 

 

(41.8

)

 

 

(22.0

)

 

 

 

(3.0

)

Preferred stock dividends

 

 

2.6

 

 

 

2.6

 

 

 

5.2

 

 

 

5.2

 

 

 

0

 

 

 

 

2.6

 

Net loss applicable to common shareowners

 

$

(7.2

)

 

$

(10.4

)

 

$

(12.8

)

 

$

(47.0

)

 

$

(22.0

)

 

 

$

(5.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

 

$

(0.14

)

 

$

(0.21

)

 

$

(0.25

)

 

$

(0.93

)

 

The accompanying notes are an integral part of the condensed consolidated financial statements.


Cincinnati Bell Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in millions)

(Unaudited)

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net loss

 

$

(4.6

)

 

$

(7.8

)

 

$

(7.6

)

 

$

(41.8

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

1.6

 

 

 

2.8

 

 

 

2.6

 

 

 

(4.1

)

Cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized (loss) gain on cash flow hedges arising during the period, net of tax of $0.0, ($0.2), $0.2, ($3.2)

 

 

(0.1

)

 

 

(0.7

)

 

 

0.5

 

 

 

(10.8

)

Reclassification adjustment for net losses included in net income, net of tax of $0.6, $0.6, $1.1, $0.9

 

 

1.7

 

 

 

1.7

 

 

 

3.5

 

 

 

2.8

 

Defined benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gain (loss) arising from remeasurement during the period, net of tax of $1.8, ($4.4), $1.8, ($4.4)

 

 

6.0

 

 

 

(14.7

)

 

 

6.0

 

 

 

(14.7

)

Amortization of prior service benefits included in net income, net of tax of ($0.2), ($0.2), ($0.3), ($0.3)

 

 

(0.5

)

 

 

(0.5

)

 

 

(1.0

)

 

 

(1.0

)

Amortization of net actuarial loss included in net income, net of tax of $1.2, $1.2, $2.6, $2.2

 

 

4.0

 

 

 

3.7

 

 

 

8.9

 

 

 

7.4

 

Reclassification adjustment for pension settlement charges included in net income, net of tax of $0.2, $0.2

 

 

0

 

 

 

0.9

 

 

 

0

 

 

 

0.9

 

Total other comprehensive income (loss)

 

 

12.7

 

 

 

(6.8

)

 

 

20.5

 

 

 

(19.5

)

Total comprehensive income (loss)

 

$

8.1

 

 

$

(14.6

)

 

$

12.9

 

 

$

(61.3

)

 

 

Successor

 

 

 

Predecessor

 

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

Net loss

 

$

(22.0

)

 

 

$

(3.0

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

Foreign currency translation gain

 

 

1.8

 

 

 

 

1.0

 

Cash flow hedges:

 

 

 

 

 

 

 

 

 

Unrealized gain on cash flow hedges arising during the period, net of tax of $0.2

 

 

0

 

 

 

 

0.6

 

Reclassification adjustment for net losses included in net income, net of tax of $0.5

 

 

0

 

 

 

 

1.8

 

Defined benefit plans:

 

 

 

 

 

 

 

 

 

Amortization of prior service benefits included in net income, net of tax of ($0.1)

 

 

0

 

 

 

 

(0.5

)

Amortization of net actuarial loss included in net income, net of tax of $1.4

 

 

0

 

 

 

 

4.9

 

Total other comprehensive income

 

 

1.8

 

 

 

 

7.8

 

Total comprehensive (loss) income

 

$

(20.2

)

 

 

$

4.8

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.


Cincinnati Bell Inc.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREOWNERS' DEFICITEQUITY (DEFICIT)

(Dollars in millions)

(Unaudited)

 

 

6 3/4 % Cumulative

Convertible

Preferred Shares

 

 

Common Shares

 

 

Additional Paid-in

 

 

 

 

 

 

Accumulated Other

Comprehensive

 

 

 

 

 

Successor

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Accumulated Deficit

 

 

Income (Loss)

 

 

Total

 

Balance at December 31, 2021

 

 

0

 

 

$

0

 

 

 

0

 

 

$

0

 

 

$

1,716.1

 

 

$

(27.2

)

 

$

1.2

 

 

$

1,690.1

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22.0

)

 

 

 

 

 

(22.0

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.8

 

 

 

1.8

 

Balance at March 31, 2022

 

 

0

 

 

$

0

 

 

 

0

 

 

$

0

 

 

$

1,716.1

 

 

$

(49.2

)

 

$

3.0

 

 

$

1,669.9

 

 

6 3/4 % Cumulative

Convertible

Preferred Shares

 

 

Common Shares

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Accumulated

Other

Comprehensive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Loss

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2021

 

 

3.1

 

 

$

129.4

 

 

 

50.9

 

 

$

0.5

 

 

$

2,667.0

 

 

$

(2,834.6

)

 

$

(151.9

)

 

$

(189.6

)

Predecessor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

3.1

 

 

$

129.4

 

 

 

50.7

 

 

$

0.5

 

 

$

2,670.3

 

 

$

(2,831.6

)

 

$

(159.7

)

 

$

(191.1

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4.6

)

 

 

 

 

 

(4.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3.0

)

 

 

 

 

 

(3.0

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12.7

 

 

 

12.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.8

 

 

 

7.8

 

Shares issued under employee plans

 

 

 

 

 

 

 

 

0.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares purchased under employee plans and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.0

)

 

 

 

 

 

 

 

 

(2.0

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.9

 

 

 

 

 

 

 

 

 

0.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.3

 

 

 

 

 

 

 

 

 

1.3

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.6

)

 

 

 

 

 

 

 

 

(2.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.6

)

 

 

 

 

 

 

 

 

(2.6

)

Balance at June 30, 2021

 

 

3.1

 

 

$

129.4

 

 

 

50.9

 

 

$

0.5

 

 

$

2,665.3

 

 

$

(2,839.2

)

 

$

(139.2

)

 

$

(183.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2020

 

 

3.1

 

 

$

129.4

 

 

 

50.6

 

 

$

0.5

 

 

$

2,674.2

 

 

$

(2,810.0

)

 

$

(182.8

)

 

$

(188.7

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7.8

)

 

 

 

 

 

(7.8

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6.8

)

 

 

(6.8

)

Shares issued under employee plans

 

 

 

 

 

 

 

 

0.1

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.3

 

 

 

 

 

 

 

 

 

1.3

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.6

)

 

 

 

 

 

 

 

 

(2.6

)

Balance at June 30, 2020

 

 

3.1

 

 

$

129.4

 

 

 

50.7

 

 

$

0.5

 

 

$

2,672.9

 

 

$

(2,817.8

)

 

$

(189.6

)

 

$

(204.6

)

Balance at March 31, 2021

 

 

3.1

 

 

$

129.4

 

 

 

50.9

 

 

$

0.5

 

 

$

2,667.0

 

 

$

(2,834.6

)

 

$

(151.9

)

 

$

(189.6

)

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

6 3/4 % Cumulative

Convertible

Preferred Shares

 

 

Common Shares

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Accumulated

Other

Comprehensive

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Loss

 

 

Total

 

Balance at December 31, 2020

 

 

3.1

 

 

$

129.4

 

 

 

50.7

 

 

$

0.5

 

 

$

2,670.3

 

 

$

(2,831.6

)

 

$

(159.7

)

 

$

(191.1

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7.6

)

 

 

 

 

 

(7.6

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20.5

 

 

 

20.5

 

Shares issued under employee plans

 

 

 

 

 

 

 

 

0.2

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Shares purchased under employee plans and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.0

)

 

 

 

 

 

 

 

 

(2.0

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.2

 

 

 

 

 

 

 

 

 

2.2

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5.2

)

 

 

 

 

 

 

 

 

(5.2

)

Balance at June 30, 2021

 

 

3.1

 

 

$

129.4

 

 

 

50.9

 

 

$

0.5

 

 

$

2,665.3

 

 

$

(2,839.2

)

 

$

(139.2

)

 

$

(183.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

 

3.1

 

 

$

129.4

 

 

 

50.4

 

 

$

0.5

 

 

$

2,676.2

 

 

$

(2,776.0

)

 

$

(170.1

)

 

$

(140.0

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(41.8

)

 

 

 

 

 

(41.8

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19.5

)

 

 

(19.5

)

Shares issued under employee plans

 

 

 

 

 

 

 

 

0.3

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Shares purchased under employee plans and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.1

)

 

 

 

 

 

 

 

 

(1.1

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.0

 

 

 

 

 

 

 

 

 

3.0

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5.2

)

 

 

 

 

 

 

 

 

(5.2

)

Balance at June 30, 2020

 

 

3.1

 

 

$

129.4

 

 

 

50.7

 

 

$

0.5

 

 

$

2,672.9

 

 

$

(2,817.8

)

 

$

(189.6

)

 

$

(204.6

)


Cincinnati Bell Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except share amounts)

(Unaudited)

 

 

March 31, 2022

 

 

December 31, 2021

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4.8

 

 

$

5.6

 

Receivables, less allowances of $4.3 and $3.6

 

 

367.0

 

 

 

450.2

 

Inventory, materials and supplies

 

 

65.3

 

 

 

57.1

 

Prepaid expenses

 

 

51.2

 

 

 

50.4

 

Other current assets

 

 

10.6

 

 

 

9.1

 

Total current assets

 

 

498.9

 

 

 

572.4

 

Property, plant and equipment, net

 

 

1,963.2

 

 

 

1,966.6

 

Operating lease right-of-use assets

 

 

43.7

 

 

 

44.3

 

Goodwill

 

 

646.9

 

 

 

646.3

 

Intangible assets, net

 

 

899.6

 

 

 

928.3

 

Deferred income tax assets

 

 

6.9

 

 

 

5.3

 

Other noncurrent assets

 

 

39.4

 

 

 

35.6

 

Total assets

 

$

4,098.6

 

 

$

4,198.8

 

Liabilities and Shareowners’ Equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

19.7

 

 

$

19.7

 

Accounts payable

 

 

350.5

 

 

 

399.2

 

Unearned revenue and customer deposits

 

 

90.0

 

 

 

83.2

 

Accrued taxes

 

 

19.1

 

 

 

25.3

 

Accrued interest

 

 

2.5

 

 

 

1.9

 

Accrued payroll and benefits

 

 

29.3

 

 

 

41.9

 

Other current liabilities

 

 

42.2

 

 

 

45.5

 

Total current liabilities

 

 

553.3

 

 

 

616.7

 

Long-term debt, less current portion

 

 

1,426.7

 

 

 

1,428.9

 

Operating lease liabilities

 

 

39.6

 

 

 

40.2

 

Pension and postretirement benefit obligations

 

 

136.4

 

 

 

141.1

 

Pole license agreement obligation

 

 

45.6

 

 

 

46.2

 

Deferred income tax liability

 

 

133.3

 

 

 

139.6

 

Other noncurrent liabilities

 

 

93.8

 

 

 

96.0

 

Total liabilities

 

 

2,428.7

 

 

 

2,508.7

 

Shareowners’ equity

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

1,716.1

 

 

 

1,716.1

 

Accumulated deficit

 

 

(49.2

)

 

 

(27.2

)

Accumulated other comprehensive income

 

 

3.0

 

 

 

1.2

 

Total shareowners’ equity

 

 

1,669.9

 

 

 

1,690.1

 

Total liabilities and shareowners’ equity

 

$

4,098.6

 

 

$

4,198.8

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.


CONDENSED CONSOLIDATED BALANCE SHEETSCincinnati Bell Inc.

(Dollars in millions, except share amounts)

(Unaudited)

 

 

June 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3.5

 

 

$

12.2

 

Receivables, less allowances of $16.6 and $23.0

 

 

296.3

 

 

 

369.6

 

Inventory, materials and supplies

 

 

51.3

 

 

 

35.5

 

Prepaid expenses

 

 

37.5

 

 

 

33.5

 

Other current assets

 

 

6.7

 

 

 

8.3

 

Total current assets

 

 

395.3

 

 

 

459.1

 

Property, plant and equipment, net

 

 

1,733.8

 

 

 

1,729.1

 

Operating lease right-of-use assets

 

 

35.4

 

 

 

37.4

 

Goodwill

 

 

162.8

 

 

 

161.5

 

Intangible assets, net

 

 

142.1

 

 

 

148.1

 

Deferred income tax assets

 

 

78.5

 

 

 

82.5

 

Other noncurrent assets

 

 

52.5

 

 

 

50.9

 

Total assets

 

$

2,600.4

 

 

$

2,668.6

 

Liabilities and Shareowners’ Deficit

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

20.3

 

 

$

21.8

 

Accounts payable

 

 

339.5

 

 

 

299.2

 

Unearned revenue and customer deposits

 

 

48.5

 

 

 

68.9

 

Accrued taxes

 

 

21.6

 

 

 

28.1

 

Accrued interest

 

 

26.6

 

 

 

26.7

 

Accrued payroll and benefits

 

 

45.6

 

 

 

50.5

 

Other current liabilities

 

 

47.6

 

 

 

50.9

 

Total current liabilities

 

 

549.7

 

 

 

546.1

 

Long-term debt, less current portion

 

 

1,892.5

 

 

 

1,949.9

 

Operating lease liabilities

 

 

31.9

 

 

 

33.6

 

Pension and postretirement benefit obligations

 

 

181.5

 

 

 

200.2

 

Pole license agreement obligation

 

 

36.1

 

 

 

36.7

 

Deferred income tax liability

 

 

10.5

 

 

 

10.9

 

Other noncurrent liabilities

 

 

81.4

 

 

 

82.3

 

Total liabilities

 

 

2,783.6

 

 

 

2,859.7

 

Shareowners’ deficit

 

 

 

 

 

 

 

 

Preferred stock, 2,357,299 shares authorized, 155,250 shares (3,105,000 depositary shares) of 6 3/4% Cumulative Convertible Preferred Stock issued and outstanding at June 30, 2021 and December 31, 2020; liquidation preference $1,000 per share ($50 per depositary share)

 

 

129.4

 

 

 

129.4

 

Common shares, $.01 par value; 96,000,000 shares authorized; 50,920,546 and 50,680,605 shares issued and outstanding at June 30, 2021 and December 31, 2020

 

 

0.5

 

 

 

0.5

 

Additional paid-in capital

 

 

2,665.3

 

 

 

2,670.3

 

Accumulated deficit

 

 

(2,839.2

)

 

 

(2,831.6

)

Accumulated other comprehensive loss

 

 

(139.2

)

 

 

(159.7

)

Total shareowners’ deficit

 

 

(183.2

)

 

 

(191.1

)

Total liabilities and shareowners’ deficit

 

$

2,600.4

 

 

$

2,668.6

 

The accompanying notes are an integral part of the condensed consolidated financial statements.


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

(Unaudited)

 

 

Six Months Ended

June 30,

 

 

Successor

 

 

 

Predecessor

 

 

2021

 

 

2020

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(7.6

)

 

$

(41.8

)

 

$

(22.0

)

 

 

$

(3.0

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

142.8

 

 

 

148.9

 

 

 

119.5

 

 

 

 

71.0

 

Provision for loss on receivables

 

 

0.8

 

 

 

8.5

 

 

 

0.7

 

 

 

 

0

 

Noncash portion of interest expense

 

 

2.9

 

 

 

2.7

 

 

 

1.3

 

 

 

 

1.4

 

Deferred income taxes

 

 

(2.3

)

 

 

(23.1

)

 

 

(7.9

)

 

 

 

(0.9

)

Pension and other postretirement payments (in excess of) less than expense

 

 

(0.7

)

 

 

2.1

 

Pension and other postretirement payments in excess of expense

 

 

(4.7

)

 

 

 

(0.3

)

Stock-based compensation

 

 

2.2

 

 

 

3.0

 

 

 

0

 

 

 

 

1.3

 

Other, net

 

 

(0.3

)

 

 

(2.0

)

 

 

1.2

 

 

 

 

(0.3

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in receivables

 

 

75.2

 

 

 

7.9

 

 

 

83.7

 

 

 

 

61.5

 

(Increase) decrease in inventory, materials, supplies, prepaid expenses and other current assets

 

 

(20.2

)

 

 

4.7

 

Increase (decrease) in accounts payable

 

 

20.5

 

 

 

(21.8

)

Increase in inventory, materials, supplies, prepaid expenses and other current assets

 

 

(10.7

)

 

 

 

(9.0

)

Decrease in accounts payable

 

 

(50.8

)

 

 

 

(33.9

)

Decrease in accrued and other current liabilities

 

 

(35.6

)

 

 

(25.8

)

 

 

(14.4

)

 

 

 

(30.8

)

Decrease in other noncurrent assets

 

 

0.6

 

 

 

7.0

 

Increase in other noncurrent liabilities

 

 

1.8

 

 

 

3.3

 

(Increase) decrease in other noncurrent assets

 

 

(3.0

)

 

 

 

3.3

 

Decrease in other noncurrent liabilities

 

 

(3.8

)

 

 

 

(0.5

)

Net cash provided by operating activities

 

 

180.1

 

 

 

73.6

 

 

 

89.1

 

 

 

 

59.8

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(119.7

)

 

 

(99.4

)

 

 

(87.8

)

 

 

 

(60.7

)

Proceeds from sale of assets

 

 

2.1

 

 

 

 

0

 

Other, net

 

 

0.1

 

 

 

(1.7

)

 

 

0.3

 

 

 

 

0.1

 

Net cash used in investing activities

 

 

(119.6

)

 

 

(101.1

)

 

 

(85.4

)

 

 

 

(60.6

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in corporate credit and receivables facilities with initial maturities less than 90 days

 

 

(51.6

)

 

 

42.0

 

Net increase in corporate credit and receivables facilities with initial maturities less than 90 days

 

 

1.7

 

 

 

 

5.8

 

Repayment of debt

 

 

(9.6

)

 

 

(12.2

)

 

 

(5.9

)

 

 

 

(5.8

)

Debt issuance costs

 

 

(0.8

)

 

 

(0.3

)

Dividends paid on preferred stock

 

 

(5.2

)

 

 

(5.2

)

 

 

0

 

 

 

 

(2.6

)

Other, net

 

 

(2.0

)

 

 

(1.1

)

 

 

0

 

 

 

 

(2.0

)

Net cash (used in) provided by financing activities

 

 

(69.2

)

 

 

23.2

 

Net cash used in financing activities

 

 

(4.2

)

 

 

 

(4.6

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

0

 

 

 

(0.3

)

 

 

0

 

 

 

 

(0.1

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(8.7

)

 

 

(4.6

)

 

 

(0.5

)

 

 

 

(5.5

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

17.2

 

 

 

11.6

 

 

 

6.1

 

 

 

 

17.2

 

Cash, cash equivalents and restricted cash at end of period

 

$

8.5

 

 

$

7.0

 

 

$

5.6

 

 

 

$

11.7

 

Noncash investing and financing transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of property by assuming debt and other noncurrent liabilities

 

$

2.0

 

 

$

2.4

 

 

$

0.8

 

 

 

$

3.5

 

Acquisition of property on account

 

$

42.7

 

 

$

25.8

 

 

$

51.2

 

 

 

$

29.2

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.    Description of Business and Accounting Policies

Organization — On March 13, 2020, the Company (as defined below), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent (“Merger Sub”). On September 7, 2021 (the “Closing Date” or “Merger Date”), upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the Ohio General Corporation Law (the “OGCL”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned private subsidiary of Parent. As of the date of this filing, the Company has ceased to be a registrant, however due to contractual terms in certain indentures, the Company is required to voluntarily file with the U.S. Securities and Exchange Commission (“SEC”).

As a result of the Merger, for accounting purposes, Parent is the acquirer and Cincinnati Bell Inc. is the acquiree and accounting predecessor. The financial statement presentation includes the financial statements of historical Cincinnati Bell Inc. as “Predecessor” for periods prior to the Closing Date and of the Company as “Successor” for the periods after the Closing Date. In connection with the Merger and the related accounting determination, the Company has elected to apply push-down accounting and reflect in its financial statements the fair value of its assets and liabilities. The Condensed Consolidated Financial Statements and footnotes include a black line division between the columns titled "Predecessor" and "Successor" to signify that the amounts shown for the periods prior to and following the Merger are not comparable. The Company has elected to record all expenses that were contingent on the closing of the Merger in the Predecessor period. See Note 2 for additional information on the Merger.

Description of Business — Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnati Bell," "we," "our," "us" or the "Company") provide diversified telecommunications and technology services. For ease of reference, the terms “Cincinnati Bell,” “we,” “our Company,” “the Company,” “us,” or “our” as used in this report refer to both the Predecessor and the Successor and their respective subsidiaries.

The Company generates a large portion of its revenue by serving customers in Cincinnati, Ohio, Dayton, Ohio and the islands of Hawaii. An economic downturn or natural disaster occurring in these, or a portion of these, limited operating territories could have a disproportionate effect on our business, financial condition, results of operations and cash flows compared to similar companies of a national scope and similar companies operating in different geographic areas.

The Company has receivables with 2 customers, Verizon Communications Inc. (“Verizon”) and CVS Health Corporation (“CVS”), which make up 12%  and 11%, respectively, of the outstanding accounts receivable balance at March 31, 2022. The Company has receivables with 1 customer, Verizon, Communications Inc., which make up 11% and 20%26% of the outstanding accounts receivable balance at June 30, 2021 and December 31, 2020, respectively. Revenue derived from foreign operations was approximately 6% of consolidated revenue for the three and six months ended June 30, 2021. Revenue derived from foreign operations was approximately 5%7% and 6% of consolidated revenue for the three and six months ended June 30, 2020.March 31, 2022 and 2021, respectively.

Basis of Presentation — The Condensed Consolidated Financial Statements of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”)SEC and, in the opinion of management, include all adjustments necessary for a fair presentationstatement of the results of operations, other comprehensive income, financial position and cash flows for each period presented.

The adjustments referred to above are of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules and regulations for interim reporting.

The Company’s Condensed Consolidated Balance Sheet as of December 31, 20202021 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s 20202021 Annual Report on Form 10-K. Operating results

Business Combinations —In accounting for business combinations, we apply the accounting requirements of Accounting Standards Codification 805 (“ASC 805”), “Business Combinations,” which requires the recording of net assets of acquired businesses at fair value. In developing fair value estimates for acquired assets and assumed liabilities, management analyzes a variety of factors including market data, estimated future cash flows of the acquired operations, industry growth rates, current replacement cost for fixed assets, and market rate assumptions for contractual obligations. Such a valuation requires management to make significant estimates and assumptions, particularly with respect to the intangible assets. In addition, any contingent consideration is presented at fair value at the date of acquisition, and transaction costs are expensed as incurred. The Company reports in its Condensed Consolidated Financial Statements provisional amounts for the threeitems for which accounting is incomplete. Goodwill is adjusted for any changes to provisional amounts made within the measurement period. See Note 2 for disclosures related to mergers and six months ended June 30, 2021 are not necessarily indicative of the results expected for the full year or any other interim period.acquisitions.



Use of Estimates — Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. In the normal course of business, the Company is subject to various regulatory and tax proceedings, lawsuits, claims and other matters. The Company believes adequate provision has been made for all such asserted and unasserted claims in accordance with U.S. GAAP. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance.

Accounting Policies The complete summary of significant accounting policies is included in the notes to the consolidated financial statements as presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2021. The Company’s accounting policies in the Successor Period are consistent with the accounting policies in the Predecessor Period.  

Cash, Cash Equivalents and Restricted Cash — Cash consists of funds held in bank accounts. Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. Restricted cash consists of funds held in an escrow account associated with the pending transaction to acquire substantially all of the operating assets of Paniolo Cable Company, LLC (“Paniolo”). See Note 3 for further information related to this transaction.a cost method investment. Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Condensed Consolidated Statements of Cash Flows. A reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets follows:

 

(dollars in millions)

June 30, 2021

 

 

December 31, 2020

 

March 31, 2022

 

 

December 31, 2021

 

Cash and cash equivalents

$

3.5

 

 

$

12.2

 

$

4.8

 

 

$

5.6

 

Restricted cash included in Other noncurrent assets

 

5.0

 

 

 

5.0

 

 

0.8

 

 

 

0.5

 

Cash, cash equivalents and restricted cash per Condensed Consolidated Statements of Cash Flows

$

8.5

 

 

$

17.2

 

$

5.6

 

 

$

6.1

 

 

Restructuring LiabilityGoodwill —Goodwill represents the excess of the purchase price consideration over the fair value of net assets acquired and recorded in connection with business acquisitions. Goodwill is allocated at the business segment level. Goodwill is tested for impairment on an annual basis or when events or changes in circumstances indicate that such assets may be impaired. If the net book value of the reporting unit exceeds its fair value, an impairment loss is recognized. An impairment loss is measured as the excess of the carrying value of goodwill of a reporting unit over its fair value.

Indefinite-Lived Intangible Assets — Intangible assets represent purchased assets that lack physical substance but can be separately distinguished from goodwill because of contractual or legal rights, or because the asset is capable of being separately sold or exchanged. Federal Communications Commission ("FCC") licenses for wireless spectrum represent indefinite-lived intangible assets. The Company may renew the wireless licenses in a routine manner every ten years for a nominal fee, provided the Company continues to meet the service and geographic coverage provisions required by the FCC. Intangible assets not subject to amortization are tested for impairment annually, or when events or changes in circumstances indicate that the asset might be impaired.

Long-Lived AssetsAsManagement reviews the carrying value of June 30, 2021, restructuring liabilities have been established for employee separations. As of June 30, 2021property, plant and December 31, 2020, $0.1 millionequipment and $4.5 million, respectively,other long-lived assets, including intangible assets with definite lives, when events or changes in circumstances indicate that the carrying amount of the restructuring liabilities was includedassets may not be recoverable. An impairment loss is recognized when the estimated future undiscounted cash flows expected to result from the use of an asset (or group of assets) and its eventual disposition is less than its carrying amount. An impairment loss is measured as the amount by which the asset’s carrying value exceeds its estimated fair value. Long-lived intangible assets are amortized based on the estimated economic value generated by the asset in “Other current liabilities” in the Condensed Consolidated Balance Sheetsfuture years.  .



Income and Operating Taxes

Income taxes — In accordance with Accounting Standards Codification (“ASC”)ASC 740-270, the Company’s income tax provision for interim periods is determined through the use of an estimated annual effective tax rate applied to year-to-date ordinary income/loss plus or minus the tax effects of discrete items. The Company’s estimated annual effective tax rate benefit is lowerhigher than the U.S. federal statutory rates primarilyrate due to state income taxes, offset in part by the effect of a valuation allowance applied against the deferred tax assets related to disallowed interest expense, as well as permanent items such as portions of officers’ compensation and mealsthe GILTI inclusion and entertainment expenses that are not fully deductible for tax.

Operating taxes — Certain operating taxes such as property, sales, use, and gross receipts taxes are reported as expenses in operating income primarily within cost of services. These taxes are not included in income tax expense because the amounts to be paid are not dependent on our level of income. Liabilities for audit exposures are established based on management's assessment of the probability of payment. The provision for such liabilities is recognized as either property, plant and equipment, operating tax expense, or depreciation expense depending on the nature of the audit exposure. Upon resolution of an audit, any remaining liability not paid is released against the account in which it was originally recorded. Certain telecommunication taxes and surcharges that are collected from customers are also recorded as revenue; however, in accordance with ASC 606, revenue associated with these charges is excluded from the transaction price.

Derivative Financial Instruments — The Company accounts for derivative financial instruments by recognizing derivative instruments as either assets or liabilities in the Condensed Consolidated Balance Sheets at fair value and recognizing the resulting gains or losses as adjustments to the Condensed Consolidated Statements of Operations or "Accumulated Other Comprehensive Loss." The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is reported as a component of "Accumulated Other Comprehensive Loss" in stockholder's equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. Derivatives that do not qualify as hedges are adjusted to fair value through earnings in the current period.

Recently Issued Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. The ASU reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As compared with current U.S. GAAP, more convertible debt instruments will be reported as a single liability instrument, and the interest rate of more convertible debt instruments will be closer to the coupon interest rate. In addition, the ASU increases information related to disclosures for convertible instruments and aligns the consistency of diluted Earnings Per Share ("EPS") calculations for convertible instruments by requiring that (1) an entity use the if-converted method and (2) share settlement be included in the diluted EPS calculation for both convertible instruments and equity contracts when those contracts include an option of cash settlement or share settlement. The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance may have on its condensed consolidated financial statements and related disclosures and plans to adopt it for the fiscal year beginning January 1, 2022.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank


Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. These amendments are effective as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating our contracts and the optional expedients provided by the new standard.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within Income Taxes (740), and clarifies certain aspects of the current guidance to promote consistency among reporting entities, and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020. Most amendments within ASU 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company adoptedwill adopt the standard effective January 1, 2021. The Company has evaluatedwhen LIBOR is discontinued and does not expect the amendments that must be applied on a retrospective or modified retrospective basis and concluded that no adjustments are necessary. The Company has applied all other amendments on a prospective basis, and the changes did notstandard to have a material effect on its condensedour consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

 


 

2.    Earnings Per Common Share

Basic EPS is based upon the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that would occur upon issuance of common shares for awards under stock-based compensation plans or conversion of preferred stock, but only to the extent that they are considered dilutive.

The following table shows the computation of basic and diluted EPS:

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

(in millions, except per share amounts)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(4.6

)

 

$

(7.8

)

 

$

(7.6

)

 

$

(41.8

)

Preferred stock dividends

 

 

2.6

 

 

 

2.6

 

 

 

5.2

 

 

 

5.2

 

Net loss applicable to common shareowners - basic and diluted

 

$

(7.2

)

 

$

(10.4

)

 

$

(12.8

)

 

$

(47.0

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

 

50.9

 

 

 

50.6

 

 

 

50.9

 

 

 

50.6

 

Stock-based compensation arrangements

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Weighted average common shares outstanding - diluted

 

 

50.9

 

 

 

50.6

 

 

 

50.9

 

 

 

50.6

 

Basic and diluted net loss per common share

 

$

(0.14

)

 

$

(0.21

)

 

$

(0.25

)

 

$

(0.93

)

For the three and six months ended June 30, 2021 and 2020, the Company had a net loss available to common shareholders and, as a result, all common stock equivalents were excluded from the computation of diluted EPS as their inclusion would have been anti-dilutive. For all periods presented, preferred stock convertible into 0.9 million common shares was excluded as it was anti-dilutive.

3.    Mergers and Acquisitions

Pending Acquisition by MIPRed Fiber Parent LLC

On December 21, 2019,September 7, 2021, pursuant to the Merger Agreement and in accordance with the applicable provisions of the OGCL, Parent completed the acquisition of Cincinnati Bell in an all cash transaction valued at approximately $3.1 billion, including assumption of debt of $1,357.1 million. Upon the Effective Time, the separate existence of Merger Sub ceased and the Company entered into an Agreement and Plansurvived the Merger as a wholly owned subsidiary of Merger (as amended from time to time, the “Brookfield Merger Agreement”) with affiliates of the Brookfield Infrastructure Group (“Brookfield”), the infrastructure investment division of Brookfield Asset Management, which was subsequently amended. Parent.

Pursuant to the amended Brookfield Merger Agreement, the Company would be acquired by an affiliate of Brookfield for $14.50 per Common Share.

On March 13, 2020, the Company terminated the Brookfield Merger Agreement and entered into an Agreement and Plan of Merger (the “MIP Merger Agreement”) pursuant to which the Company will be acquired by an affiliate of Macquarie Infrastructure Partners V (“MIP”), a fund managed by Macquarie Infrastructure and Real Assets (the “MIP Merger”). At the effective time of the MIP Merger (the “Effective Time”), each of ourCincinnati Bell’s issued and outstanding Common Shares will bewas converted into the right to receive $15.50 per share in cash, perwithout interest. Trading of the Company’s Common Share, without interest,Shares was suspended on the New York Stock Exchange (“NYSE”) and the Common Shares were subsequently delisted from the NYSE. Additionally, the Company redeemed Depositary Shares simultaneously with the redemption of the 6 3/4% Cumulative Convertible Preferred Shares, will remain issuedat a redemption price of $50 per Depositary Share (equivalent to $1,000 per 6 3/4% Preferred Stock), and outstandingthe Depositary Shares were subsequently delisted from the NYSE.

The Company accounted for this transaction as a business combination in accordance with the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values, using primarily Level 3/4% Cumulative Convertible Preferred Shares inputs, as described in Note 7, as of the Company, without par value, following the Effective Time.  

In connection with the terminationMerger Date. Transaction costs of the Brookfield Merger Agreementacquirer are not included as a component of consideration transferred but are accounted for as expenses in the first quarterperiod in which such costs are incurred, or, if related to the issuance of 2020, the Company paid to an affiliate of Brookfield a termination fee of $24.8 milliondebt, capitalized as required by the termsdebt issuance costs. Acquisition-related transaction costs incurred as part of the Brookfield Merger, Agreement. The termination fee isprimarily included advisory, legal and accounting fees. Transaction costs were expensed as incurred and recorded into “Transaction and integration costs” on the Condensed Consolidated Statements of Operations.

The consummationvaluation of the MIPassets acquired and liabilities assumed was based on estimated fair values at the Merger isDate. The preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed reflect various preliminary fair value estimates and analyses, including preliminary work performed by third-party valuation specialists, which are subject to customary closing conditions, including (i)change within the adoptionmeasurement period as valuations are finalized. The determination of the MIP Merger Agreement by the affirmative votefinal purchase price allocation to specific assets acquired and liabilities assumed is incomplete at March 31, 2022. The primary areas of the holderspreliminary purchase price allocations that are not yet finalized relate to the fair values of at least two-thirdsproperty, plant and equipment, the valuation of all outstanding Common Sharesintangible assets acquired, income and 3/4% Cumulative Convertible Preferred Shares, voting as a single class; (ii)non-income based taxes and goodwill. The Company expects to continue to obtain information to assist in determining the expiration or early terminationfair value of the applicable waitingnet assets acquired as of the Merger Date during the measurement period.

Measurement period underadjustments will be applied retrospectively to the Hart-Scott-Rodino Antitrust Improvements ActMerger Date. We have not finalized the allocation of 1976 (“HSR Act”),the purchase price as amended, (iii) the receiptit requires extensive use of any required consents or approvals from (a) the Committee on Foreign Investmentaccounting estimates and valuation methodologies in the United States (“CFIUS”), (b)determination of such fair values. Any subsequent changes in the Federal Communications Commission, (c) state public service and state public utility commissions and (d) local regulators in connection withestimated fair values assumed upon the provisionfinalization of telecommunications and media services; and (iv)more detailed analysis within the absence of any legal restraint preventingmeasurement period will change the consummationallocation of the MIP Merger. On May 7, 2020,purchase price and will be adjusted during the shareholdersperiod in which the amounts are determined. The allocation of the Company adopted the MIP Merger Agreement at a virtual special meeting of shareholders. In the first quarter of 2021, the waiting period under the HSR Act expiredgoodwill to our Network reporting unit and the consummation of the MIP Merger was approved by CFIUS. AsIT Services and Hardware reporting unit is preliminary as of the date of this filing the Company has received all regulatory approvals required to consummate the MIP Merger other than approval by the California Public Utilities Commission. .

The MIP Merger Agreement contains representations and warranties and covenantspurchase price for Cincinnati Bell Inc. consisted of the parties customary for a transaction of this nature.following:

(dollars in millions)

 

 

 

Cash consideration for Cincinnati Bell Inc. common stock

$

807.3

 

Cash consideration for preferred stock

 

155.2

 

Cash consideration for debt repayment

 

658.2

 

Total purchase price

$

1,620.7

 



 

The MIP Merger is expectedBased on fair value estimates, the purchase price has been allocated on a preliminary basis to closeindividual assets acquired and liabilities assumed as follows:

(dollars in millions)

 

Cincinnati Bell Inc.

 

Assets acquired

 

 

 

 

Cash

 

$

11.2

 

Receivables

 

 

318.5

 

Inventory, materials and supplies

 

 

56.4

 

Prepaid expenses

 

 

5.6

 

Other current assets

 

 

40.5

 

Property, plant and equipment

 

 

1,950.7

 

Operating lease right-of-use assets

 

 

42.3

 

Goodwill

 

 

646.3

 

Intangible assets

 

 

969.6

 

Deferred tax assets

 

 

6.9

 

Other noncurrent assets

 

 

20.2

 

Total assets acquired

 

 

4,068.2

 

Liabilities assumed

 

 

 

 

Current portion of long-term debt

 

 

11.8

 

Accounts payable

 

 

381.1

 

Unearned revenue and customer deposits

 

 

51.2

 

Accrued taxes

 

 

24.6

 

Accrued interest

 

 

19.4

 

Accrued payroll and benefits

 

 

49.3

 

Other current liabilities

 

 

75.0

 

Long-term debt, less current portion

 

 

1,378.0

 

Operating lease liabilities

 

 

38.6

 

Pension and postretirement benefit obligations

 

 

151.6

 

Pole license agreement obligation

 

 

46.7

 

Deferred income tax liability

 

 

148.8

 

Other noncurrent liabilities

 

 

71.4

 

Total liabilities assumed

 

 

2,447.5

 

Net assets acquired

 

$

1,620.7

 

Given the size and complexity of the transaction, the entire purchase price allocation disclosed herein continues to be considered provisional at this time and subject to adjustment to reflect new information obtained about factors and circumstances that existed as of the Closing Date that if known would have affected the measurement of the amounts recognized as of that date, while the measurement period remains open. No measurement period adjustments were recorded in the thirdfirst quarter of 2021, although there can be no assurance that the MIP Merger will occur by that date. At the Effective Time,2022.

In connection with this acquisition, the Company will ceaserecorded goodwill attributable to beincreased access to a publicly traded company as a resultdiversified customer base, acquired workforce in the United States, Canada, United Kingdom and India with industry expertise and expected synergies. The goodwill related to this acquisition is not deductible for tax purposes.


The Company recorded definite-lived intangible assets related to the customer relationships, trade names and technology and an indefinite-lived intangible asset related to FCC licenses. The preliminary fair value of the completionmost significant identified intangible assets, customer relationships and trade names, were valued using the multi-period excess earnings method and relief from royalty method, under the income approach. The Company applied judgment which involved the use of the MIP Merger.

Consent Solicitation for 7.000% Senior Notes due 2024 and 8.000% Senior Notes due 2025

On June 15, 2020, the Company announced that it had commenced consent solicitations (the “Consent Solicitations”)significant assumptions with respect to certain proposed amendmentsrevenue growth rates, customer attrition rate, discount rate and terminal growth rate in relation to the change of control provisions containedcustomer relationships and royalty rates and discount rate in the (i) indenture, dated as of September 22, 2016 (as supplemented and amended, the “2024 Notes Indenture”) governing its 7.000% Senior Notes due 2024 (the “2024 Notes”) and (ii) indenture, dated as of October 6, 2017 (as supplemented and amended, the “2025 Notes Indenture,” and together with the 2024 Notes Indenture, the “Indentures”) governing its 8.000% Senior Notes due 2025 (the “2025 Notes,” and together with the 2024 Notes, the “Notes”).

Upon the terms and subjectrelation to the conditions described in the consent solicitation statement, dated June 15, 2020 (as supplemented and amended, the “Consent Solicitation Statement”), the Company solicited consents in order to (i) amend the definition of “Change of Control” in the Indentures so that the MIP Merger would not constitute a Change of Control and (ii) add a definition of, and designate certain persons, including MIP and its affiliates and Ares Management Corporation and its affiliates as, “Permitted Holders” (collectively, the “Proposed Amendments”).  

On July 2, 2020 (the “Effective Date”), following receipttrade names. The preliminary fair values of the requisite consents from holders of each series of Notes with respect toidentifiable intangible assets acquired on the Proposed Amendments pursuant to the Consent Solicitations, the Company, certain of the Company’s subsidiaries,Merger Date were as guarantors, and Regions Bank, as trustee, entered into a sixth supplemental indenture, dated as of July 2, 2020 (the “Sixth Supplemental Indenture”) to the 2024 Notes Indenture and a second supplemental indenture, dated as of July 2, 2020 to the 2025 Notes Indenture (the “Second Supplemental Indenture”, and together with the Sixth Supplemental Indenture, the “Supplemental Indentures”).follows:

Subject to the terms and conditions in the Consent Solicitation Statement (including the consummation of the MIP Merger), holders who validly delivered (and did not validly revoke) their consents on or prior to the Effective Date are eligible to receive (i) with respect to the 2024 Notes, an aggregate cash payment of $2,812,500, on a pro rata basis (based on aggregate principal amount of 2024 Notes for which consents have been validly delivered and not revoked), and (ii) with respect to the 2025 Notes, an aggregate cash payment of $1,050,000, on a pro rata basis (based on aggregate principal amount of 2025 Notes for which consents have been validly delivered and not revoked). The Company expects to make this cash payment substantially concurrently with the consummation of the MIP Merger.

(dollars in millions)

 

Fair Value

 

 

Useful Lives

      Customer relationships

 

$

850.0

 

 

15 years

      Trade names

 

 

108.0

 

 

3 to 10 years

      Technology

 

 

5.0

 

 

7 years

      FCC licenses and spectrum usage rights

 

 

6.6

 

 

Indefinite

Total identifiable intangible assets

 

$

969.6

 

 

 

The Supplemental Indentures became effective upon execution thereof, but the Proposed Amendments will only become operative upon the occurrence of certain conditions described in the Supplemental Indentures, including payment of the consent fees pursuant to the Consent Solicitations. If the conditions described in the Supplemental Indentures are not satisfied, the Indentures will revert to the form in effect immediately prior to the Effective Date. In addition, subject to the terms and conditions described in the Consent Solicitation Statement and upon satisfaction or waiver of such conditions, including the consummation of the MIP Merger, the Company will secure the Notes and the related guarantees on a pari passu basis (subject to certain exceptions) with the new senior secured credit facilities expected to be entered into in connection with the MIP Merger (the “Collateral”). Any Collateral granted by the Company (but not its subsidiaries) to secure the Notes will also secure the 7.25% Senior Notes due 2023 and any Collateral granted by the Company’s subsidiary Cincinnati Bell Telephone Company LLC (“CBT”) to secure the Notes will also secure CBT’s 6.30% Senior Notes due 2028, in each case on an equal and ratable basis.   

Pending Acquisition of Paniolo Fiber Assets

On November 30, 2020,August 31, 2021, the Company entered into a definitive purchase agreement to acquireacquired substantially all of the operating assets of Paniolo Cable Company, LLC currently(the “Paniolo Acquisition”), previously held by the bankruptcy estate of Paniolo, which include inter-island submarine and middle-mile terrestrial fiber infrastructure assets in Hawaii.Hawaii as well as central offices and landing stations for the submarine fiber. The Company plans to accountaccounted for the Paniolo acquisitionAcquisition as an asset acquisition under ASC 805-10-55 “Business Combinations” because the assets to be acquired from Paniolo do not include an assembled workforce, and the gross value of the assets to be acquired meets the screen test in ASC 805-10-55-5A related to substantially all of the fair value being concentrated in a single asset or group of assets (i.e., the fiber infrastructure assets) and, thus, the assets are not considered a business. The acquisition of Paniolo’s assets will augmentaugments the Company’s existing backbone network and increaseincreases the Company’s total submarine and terrestrial fiber footprint by more than 400 miles.  

The aggregate purchase price to be paid upon closing of the Paniolo acquisition will be $50.0Acquisition after transactional costs was $52.3 million, consisting of $25.0$29.3 million in cash and $25.0$23.0 million in committed purchase money financing. As of December 31, 2020, the Company has funded $5.0 million to an escrow account to fund a portion of the purchase priceThe assets are recorded as network equipment and has entered into an agreement with Paniolo to maintain the Paniolo network prior to the close of the acquisition. This escrow amount is classified as restricted cashbuildings in “Property, plant and recorded in “Other noncurrent assets”equipment, net” on the Condensed Consolidated Balance Sheets. The transaction which is subject to customary closing conditions, including approvalAs of March 31, 2022, $0.5 million and $22.2 million of the bankruptcy courtcommitted purchase money financing was recorded in “Current portion of long-term debt” and federal regulatory authorities, is expected to close“Long-term debt, less current portion,” respectively, on the Condensed Consolidated Balance Sheets. As of December 31, 2021, $0.5 million and $22.3 million of the committed purchase money financing was recorded in “Current portion of long-term debt” and “Long-term debt, less current portion,” respectively, on the second half of 2021.  Condensed Consolidated Balance Sheets.



4.3.    Revenue

The Entertainment and CommunicationsNetwork segment provides products and services to both residential and commercial customers that can be categorized as eitherFioptics, previously referred to as “Consumer/SMB Fiber” in Hawaii and collectively with Fioptics in Cincinnati, or Consumer/SMB Fiber in Hawaii (collectively, "Consumer/SMB Fiber"), Enterprise Fiber or Legacy. The products and services within these three categories can be further categorized as either Data, Voice, Video or Other. Consumer/SMB FiberFioptics and Legacy revenue include both residential and commercial customers. Enterprise Fiber revenue includes ethernet and dedicated internet access services that are provided to enterprise customers, as well as revenue associated with the Southeast Asia to United States ("SEA-US") trans-Pacific submarine cable system.

Residential customers have implied month-to-month contracts. Commercial customers, with the exception of contracts associated with the SEA-US cable system, typically have contracts with a duration of one to five years and automatically renew on a month-to-month basis. Customers are invoiced on a monthly basis for services rendered. Contracts for projects that are included within the Other revenue stream are typically short in duration and less than one year. Contracts associated with the SEA-US cable system typically range from 15 to 25 years and payment is prepaid.

The IT Services and Hardware segment provides a full range of Information Technology ("IT") solutions, including Communications, Cloud and Consulting services. IT Services and Hardware customers enter into contracts that have a typical duration of one to five years, with varied renewal options at the end of the term. Customers are invoiced on a monthly basis for services rendered. The IT Services and Hardware segment also provides enterprise customers with Infrastructure Solutions, which includes the sale of hardware and maintenance contracts. These contracts are typically satisfied in less than twelve months and revenue is recognized at a point in time.

The Company has elected the practical expedient described in ASC 606-10-32-18 that allows an entity to not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects that the period of time between the transfer of a promised good or service to the customer and when the customer pays for such good or service will be one year or less. Customers are typically billed immediately upon the rendering of services or the delivery of products. Payment terms for customers are between 30 and 120 days. Subsequent to the acquisition of Hawaiian Telcom Holdco., Inc. ("Hawaiian Telcom"), the Company began recognizing a financing component associated with the up-front payments for services to be delivered under indefeasible right of use ("IRU") contracts for fiber circuit capacity. The IRU contracts are primarily associated with the SEA-US cable system. The IRU contracts typically have a duration ranging from 15 to 25 years.


Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, or a series of distinct goods or services, and is the unit of account defined in ASC Topic 606. The transaction price identified in the contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contract modifications for changes to services provided are routine throughout the term of our contracts. In most instances, contract modifications are for the addition or reduction of services that are distinct, and price changes are based on the stand-alone selling price of the service and, as such, are accounted for on a prospective basis as a new contract.

Goods and services are sold individually, or a contract may include multiple goods or services. For contracts with multiple goods and services, the transaction price identified in the contract is allocated to each performance obligation using the stand-alone selling price of each distinct good or service in the contract.

Certain customers of the Company may receive cash-based rebates based on volume of sales, which are accounted for as variable consideration. Potential rebates are considered at contract inception in our estimate of transaction price based on the estimated projection of sales volume. Estimates are reassessed quarterly.

Performance obligations are satisfied either over time as services are performed or at a point in time. Substantially all of our service revenue is recognized over time. For services transferred over time, the Company has elected the practical expedient to recognize revenue based on amounts invoiced to the customer as the Company has concluded that the invoice amount directly corresponds with the value of services provided to the customer. Management considers this a faithful depiction of the transfer of control as services are provided evenly over the month and are substantially the same over the life of the contract. As the Company has elected the practical expedients detailed at ASC 606-10-50-13, revenue for these unsatisfied performance obligations that will be billed in future periods has not been disclosed.



As of June 30, 2021,March 31, 2022, our estimated revenue, including a financing component, expected to be recognized in the future related to performance obligations associated with customer contracts that are unsatisfied (or partially unsatisfied) is $33.5$186.6 million. Approximately 80% of this revenue is related to IRU contracts associated with the SEA-US cable system. Certain IRU contracts extend for periods of up to 30 years and are invoiced at the beginning of the contract term. The revenue from such contracts is recognized over time as services are provided over the contract term. The expected revenue to be recognized for existing IRUcustomer contracts is as follows:

 

(dollars in millions)

 

 

 

 

 

 

 

 

Six months ended December 31, 2021

 

$

1.3

 

2022

 

 

2.6

 

Nine months ended December 31, 2022

 

$

10.2

 

2023

 

 

2.5

 

 

 

15.2

 

2024

 

 

2.6

 

 

 

16.9

 

2025

 

 

2.6

 

 

 

16.9

 

2026

 

 

17.0

 

Thereafter

 

 

21.9

 

 

 

110.4

 

 

Entertainment and CommunicationsNetwork

The Company has identified four distinct performance obligations in the Entertainment and CommunicationsNetwork segment, namely Data, Voice, Video and Other. For each of the Data, Voice and Video services, service is delivered to the customer continuously and in a substantially similar manner for each period of the agreement, the customer takes full control over the services as the service is delivered, and as such, Data, Voice and Video are identified to be a series of distinct services. Services provided by the Entertainment and CommunicationsNetwork segment can be categorized into three main categories that include Consumer/SMB Fiber,Fioptics, Enterprise Fiber and Legacy, each of which may include one or more of the aforementioned performance obligations. Data services include high-speed internet access, digital subscriber lines, ethernet, routed network services, SONET (Synchronous Optical Network), dedicated internet access, wavelength, digital signal and IRU revenue. Voice services include traditional and fiber voice lines, switched access, digital trunking and consumer long distance calling. Video services are offered through our fiber network to residential and commercial customers based on various standard plans with the opportunity to add premium channels. To receive video services, customers are required to use the Company's set top boxes that are billed as part of the monthly recurring service. Set top boxes are not considered a separate performance obligation from video because the equipment is necessary for the service to operate and the customer has no alternative use for the equipment.


Services and products not included in Data, Voice or Video are included in Other revenue and are comprised of wire care, time and materials projects, subsidized fiber build projects and advertising. Transfer of control of these services and products is evaluated on an individual project basis and can occur over time or at a point in time.

The Company uses multiple methods to determine stand-alone selling prices in the Entertainment and CommunicationsNetwork segment. For Data, Video and Voice products in Consumer/SMB Fiber,Fioptics, market rate is the primary method used to determine stand-alone selling prices. For Data performance obligations under the Enterprise Fiber category, and Voice, Data and Other performance obligations under the Legacy category, stand-alone selling prices are determined based on a list price, discount off of list price, a tariff rate, a margin percentage range, or a minimum margin percentage.

IT Services and Hardware

The Company has identified four distinct performance obligations in the IT Services and Hardware segment. These performance obligations are Communications, Cloud, Consulting and Infrastructure Solutions. Communications services are monthly services that include data and VoIP services, tailored solutions that include converged IP communications of data, voice, video and mobility applications, enterprise long distance, MPLS (Multi-Protocol Label Switching) and conferencing services. Cloud services include storage, backup, disaster recovery, SLA-based monitoring and management, cloud computing and cloud consulting. Consulting services provide customers with IT staffing, consulting and emerging technology solutions. Infrastructure Solutions includes the sale of hardware and maintenance contracts as well as installation projects.

For the sale of hardware, the Company evaluated whether it is the principal or the agent. The Company has concluded it acts as an agent because it does not control the inventory before it is transferred to customers, it does not have the ability to direct the product to anyone besides the purchasing customer, and it does not integrate the hardware with any of its own goods or services. Based on this assessment, the performance obligation is to arrange a sale of hardware between the vendor and the customer. In the instance where there is an issue with the hardware, the Company coordinates with the manufacturer to facilitate a return in accordance with the standard manufacturer warranty. Hardware returns are not significant to the Company.

Within the IT Services and Hardware segment, stand-alone selling prices for the four performance obligations are determined based on either a margin percentage range, minimum margin percentage or discount from standard price list.list if it is determined to be representative of stand-alone selling price.


For hardware sales, revenue is recognized net of the cost of product and is recognized when the hardware is either shipped or delivered in accordance with the terms of the contract. For certain projects within Communications and Consulting, revenue is recognized when the customer communicates acceptance of the services performed. For contracts with freight on board shipping terms, management has elected to account for shipping and handling as activities to fulfill the promise to transfer the good, and, therefore, has not evaluated whether shipping and handling activities are promised services to its customers.



Contract Balances 

The Company recognizes incremental fulfillment costs as an asset when installation expenses are incurred as part of performing the agreement for Voice, Video and Data product offerings in the Entertainment and CommunicationsNetwork segment in which the contract life is longer than one year. These fulfillment costs are amortized ratably over the expected life of the customer, which is representative of the expected period of benefit of the asset capitalized. The expected life of the customer is determined utilizing the average churn rate for each product. The Company calculates average churn based on the historical average customer life. We also recognize an asset for incremental fulfillment costs for certain Communications services in the IT Services and Hardware segment that require us to incur installation and provisioning expenses. The asset recognized for Communication services is amortized over the average contract life. Churn rates and average contract life are reviewed on an annual basis. Fulfillment costs are capitalized to “Other noncurrent assets.” The related amortization expense is recorded to “Cost of services and products.”

The Company recognizes an asset for the incremental costs of acquiring a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs related to Voice, Video, Data and certain Communications and Cloud services meet the requirements to be capitalized. The contract asset established for the costs of acquiring a contract is recorded to “Other noncurrent assets.” Sales incentives are amortized ratably over the period that services are delivered using either an average churn rate or average contract term, both representative of the expected period of benefit of the asset capitalized. Customer churn rates and average contract term assumptions are reviewed on an annual basis. The related amortization expense is recorded to “Selling, general and administrative.”

Management has elected to use the practical expedient detailed in ASC 340-40-25-4 to expense any costs to fulfill a contract and costs to obtain a contract as they are incurred when the amortization period would have been one year or less. This practical expedient has been applied to fulfillment costs that include installation costs associated with wiring projects and certain Cloud services. In addition, this practical expedient has been applied to acquisition costs associated with revenue from certain Communications projects.

At June 30, 2021 and December 31, 2020, $5.8 million and $7.4 million, respectively, of fulfillment costs were included in “Other noncurrent assets.” At June 30, 2021 and December 31, 2020, $19.1 million and $19.4 million, respectively, of costs of acquisition were included in “Other noncurrent assets.”The following table presents the activity for the Company’s contract assets:

 

 

Fulfillment Costs

 

 

Cost of Acquisition

 

 

Total Contract Assets

 

(dollars in millions)

 

Network

 

 

IT Services

and

Hardware

 

 

Total

Company

 

 

Network

 

 

IT Services

and

Hardware

 

 

Total

Company

 

 

Network

 

 

IT Services

and

Hardware

 

 

Total

Company

 

Balance as of December 31, 2021

 

$

0.7

 

 

$

0.7

 

 

$

1.4

 

 

$

3.3

 

 

$

0.3

 

 

$

3.6

 

 

$

4.0

 

 

$

1.0

 

 

$

5.0

 

Additions

 

 

0.5

 

 

 

0.5

 

 

 

1.0

 

 

 

2.6

 

 

 

0.7

 

 

 

3.3

 

 

 

3.1

 

 

 

1.2

 

 

 

4.3

 

Amortization

 

 

(0.1

)

 

 

(0.1

)

 

 

(0.2

)

 

 

(0.4

)

 

 

(0.1

)

 

 

(0.5

)

 

 

(0.5

)

 

 

(0.2

)

 

 

(0.7

)

Balance as of March 31, 2022

 

$

1.1

 

 

$

1.1

 

 

$

2.2

 

 

$

5.5

 

 

$

0.9

 

 

$

6.4

 

 

$

6.6

 

 

$

2.0

 

 

$

8.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company recognizes a liability for cash received upfrontup-front for IRU contracts. At June 30, 2021March 31, 2022 and December 31, 2020, $1.72021, $2.4 million and $1.6$2.2 million, respectively, of contract liabilities were included in "Other current liabilities." At June 30, 2021March 31, 2022 and December 31, 2020, $25.32021, $56.5 million and $26.2$57.2 million, respectively, of contract liabilities were included in "Other noncurrent liabilities."


Disaggregated Revenue

The following table presents revenues disaggregated by product and service lines:

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

(dollars in millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Data

 

$

121.6

 

 

$

119.7

 

 

$

242.9

 

 

$

239.0

 

Video

 

 

47.9

 

 

 

48.3

 

 

 

96.5

 

 

 

97.0

 

Voice

 

 

64.6

 

 

 

64.1

 

 

 

130.5

 

 

 

132.1

 

Other

 

 

6.9

 

 

 

7.6

 

 

 

13.9

 

 

 

15.4

 

Total Entertainment and Communications

 

 

241.0

 

 

 

239.7

 

 

 

483.8

 

 

 

483.5

 

Consulting

 

 

71.6

 

 

 

47.2

 

 

 

137.1

 

 

 

89.1

 

Cloud

 

 

24.3

 

 

 

20.4

 

 

 

47.7

 

 

 

41.9

 

Communications

 

 

55.0

 

 

 

55.2

 

 

 

109.0

 

 

 

106.4

 

Infrastructure Solutions

 

 

29.0

 

 

 

24.2

 

 

 

59.9

 

 

 

51.9

 

Total IT Services and Hardware

 

 

179.9

 

 

 

147.0

 

 

 

353.7

 

 

 

289.3

 

Intersegment revenue

 

 

(6.7

)

 

 

(6.7

)

 

 

(13.4

)

 

 

(12.8

)

Total revenue

 

$

414.2

 

 

$

380.0

 

 

$

824.1

 

 

$

760.0

 


 

 

Successor

 

 

 

Predecessor

 

(dollars in millions)

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

Data

 

$

126.1

 

 

 

$

121.3

 

Video

 

 

48.6

 

 

 

 

48.6

 

Voice

 

 

59.3

 

 

 

 

65.9

 

Other

 

 

9.5

 

 

 

 

7.0

 

Total Network

 

 

243.5

 

 

 

 

242.8

 

Consulting

 

 

83.4

 

 

 

 

65.5

 

Cloud

 

 

24.6

 

 

 

 

23.4

 

Communications

 

 

54.9

 

 

 

 

54.0

 

Infrastructure Solutions

 

 

35.9

 

 

 

 

30.9

 

Total IT Services and Hardware

 

 

198.8

 

 

 

 

173.8

 

Intersegment revenue

 

 

(6.5

)

 

 

 

(6.7

)

Total revenue

 

$

435.8

 

 

 

$

409.9

 

 

The following table presents revenues disaggregated by contract type:

 

 

 

Three Months Ended June 30,

 

(dollars in millions)

 

Entertainment and

Communications

 

 

IT Services and Hardware

 

 

Intersegment revenue

elimination

 

 

Total

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Products and Services transferred at a point in time

 

$

5.8

 

 

$

5.0

 

 

$

31.6

 

 

$

28.7

 

 

$

0

 

 

$

0

 

 

$

37.4

 

 

$

33.7

 

Products and Services transferred over time

 

 

230.3

 

 

 

229.7

 

 

 

146.5

 

 

 

116.6

 

 

 

0

 

 

 

0

 

 

 

376.8

 

 

 

346.3

 

Intersegment revenue

 

 

4.9

 

 

 

5.0

 

 

 

1.8

 

 

 

1.7

 

 

 

(6.7

)

 

 

(6.7

)

 

 

 

 

 

 

Total revenue

 

$

241.0

 

 

$

239.7

 

 

$

179.9

 

 

$

147.0

 

 

$

(6.7

)

 

$

(6.7

)

 

$

414.2

 

 

$

380.0

 

 

Successor

 

 

Six Months Ended June 30,

 

 

Three Months Ended March 31, 2022

 

(dollars in millions)

 

Entertainment and

Communications

 

 

IT Services and Hardware

 

 

Intersegment revenue

elimination

 

 

Total

 

 

Network

 

 

IT Services and Hardware

 

 

Intersegment revenue

elimination

 

 

Total

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Products and Services transferred at a point in time

 

$

11.7

 

 

$

12.5

 

 

$

65.0

 

 

$

59.1

 

 

$

0

 

 

$

0

 

 

$

76.7

 

 

$

71.6

 

 

$

7.4

 

 

$

38.5

 

 

$

0

 

 

$

45.9

 

Products and Services transferred over time

 

 

462.4

 

 

 

461.1

 

 

 

285.0

 

 

 

227.3

 

 

 

0

 

 

 

0

 

 

 

747.4

 

 

 

688.4

 

 

 

231.2

 

 

 

158.7

 

 

 

0

 

 

 

389.9

 

Intersegment revenue

 

 

9.7

 

 

 

9.9

 

 

 

3.7

 

 

 

2.9

 

 

 

(13.4

)

 

 

(12.8

)

 

 

 

 

 

 

 

 

4.9

 

 

 

1.6

 

 

 

(6.5

)

 

 

 

Total revenue

 

$

483.8

 

 

$

483.5

 

 

$

353.7

 

 

$

289.3

 

 

$

(13.4

)

 

$

(12.8

)

 

$

824.1

 

 

$

760.0

 

 

$

243.5

 

 

$

198.8

 

 

$

(6.5

)

 

$

435.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Predecessor

 

 

Three Months Ended March 31, 2021

 

(dollars in millions)

 

Network

 

 

IT Services and Hardware

 

 

Intersegment revenue

elimination

 

 

Total

 

Products and Services transferred at a point in time

 

$

5.9

 

 

$

33.4

 

 

$

0

 

 

$

39.3

 

Products and Services transferred over time

 

 

232.1

 

 

 

138.5

 

 

 

0

 

 

 

370.6

 

Intersegment revenue

 

 

4.8

 

 

 

1.9

 

 

 

(6.7

)

 

 

 

Total revenue

 

$

242.8

 

 

$

173.8

 

 

$

(6.7

)

 

$

409.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.


4.    Goodwill and Intangible Assets

Goodwill

The changes in the Company's goodwill consisted of the following:

 

(dollars in millions)

 

IT Services and

Hardware

 

 

Entertainment and

Communications

 

 

Total Company

 

 

IT Services and

Hardware

 

 

Network

 

 

Total Company

 

Goodwill, balance as of December 31, 2020

 

$

149.1

 

 

$

12.4

 

 

$

161.5

 

Goodwill, balance as of December 31, 2021

 

$

157.4

 

 

$

488.9

 

 

$

646.3

 

Activity during the year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translations

 

 

1.3

 

 

 

0

 

 

 

1.3

 

 

 

0.6

 

 

 

0

 

 

 

0.6

 

Goodwill, balance as of June 30, 2021

 

$

150.4

 

 

$

12.4

 

 

$

162.8

 

Goodwill, balance as of March 31, 2022

 

$

158.0

 

 

$

488.9

 

 

$

646.9

 

As mentioned in Note 2, in connection with the Merger, the Company’s assets and liabilities were measured at fair value as of the date of the Merger. The allocation of goodwill to our Network reporting unit and IT Services and Hardware reporting unit continues to be preliminary as of the date of this filing.

 

NaN impairment losses were recognized in goodwill for the three and six months ended June 30,March 31, 2022 and 2021 and 2020..



Intangible Assets

The Company’s intangible assets consisted of the following:

 

 

June 30, 2021

 

 

December 31, 2020

 

 

March 31, 2022

 

 

December 31, 2021

 

 

Gross Carrying

 

 

Accumulated

 

 

Net

 

 

Gross Carrying

 

 

Accumulated

 

 

Net

 

 

Gross Carrying

 

 

Accumulated

 

 

Net

 

 

Gross Carrying

 

 

Accumulated

 

 

Net

 

(dollars in millions)

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amount

 

 

Amortization

 

 

Amount

 

Intangible assets subject to amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

142.6

 

 

$

(44.2

)

 

$

98.4

 

 

$

141.6

 

 

$

(38.9

)

 

$

102.7

 

 

$

851.1

 

 

$

(62.2

)

 

$

788.9

 

 

$

850.0

 

 

$

(36.2

)

 

$

813.8

 

Trade names

 

 

42.1

 

 

 

(11.2

)

 

 

30.9

 

 

 

41.7

 

 

 

(9.4

)

 

 

32.3

 

 

 

108.3

 

 

 

(8.9

)

 

 

99.4

 

 

 

108.0

 

 

 

(5.0

)

 

 

103.0

 

Technology

 

 

10.1

 

 

 

(3.8

)

 

 

6.3

 

 

 

9.9

 

 

 

(3.2

)

 

 

6.7

 

 

 

5.0

 

 

 

(0.4

)

 

 

4.6

 

 

 

5.0

 

 

 

(0.2

)

 

 

4.8

 

Total

 

 

194.8

 

 

 

(59.2

)

 

 

135.6

 

 

 

193.2

 

 

 

(51.5

)

 

 

141.7

 

 

 

964.4

 

 

 

(71.5

)

 

 

892.9

 

 

 

963.0

 

 

 

(41.4

)

 

 

921.6

 

Intangible assets not subject to amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FCC licenses and spectrum usage rights

 

 

6.5

 

 

 

 

 

 

6.5

 

 

 

6.4

 

 

 

 

 

 

6.4

 

 

 

6.7

 

 

 

 

 

 

6.7

 

 

 

6.7

 

 

 

 

 

 

6.7

 

Total intangible assets

 

$

201.3

 

 

$

(59.2

)

 

$

142.1

 

 

$

199.6

 

 

$

(51.5

)

 

$

148.1

 

 

$

971.1

 

 

$

(71.5

)

 

$

899.6

 

 

$

969.7

 

 

$

(41.4

)

 

$

928.3

 

 

 



Amortization expense forIn connection with the Merger, the company recorded $963.0 million of finite-lived intangible assets was $3.6and $6.6 million and $7.2 millionof indefinite-lived intangible assets representing the fair values at the Merger Date. See Note 2 for additional information regarding the three and six months ended June 30, 2021 and 2020, respectively. Merger. The change in gross carrying amounts for finite-lived intangible assets is due to foreign currency translation on finite-lived intangible assets denominated in foreign currency. The finite-lived intangible assets are amortized over their useful lives based on a number of assumptions including the estimated period of economic benefit and utilization.

Amortization expense for finite-lived intangible assets was $30.1 million and $3.6 million for the three months ended March 31, 2022 and 2021, respectively.NaN impairment losses were recognized on intangible assets for the three and six months ended June 30, 2021March 31, 2022 and 2020.2021.

The estimated useful lives for each finite-lived intangible asset class are as follows:

 

Customer relationships

 

8 to 15 years

Trade names

 

103 to 1510 years

Technology

 

107 years

 

The annual estimated amortization expense for future years is as follows:

 

(dollars in millions)

 

 

 

 

 

 

 

 

Six months ended December 31, 2021

 

$

7.2

 

2022

 

 

14.2

 

Nine months ended December 31, 2022

 

$

90.1

 

2023

 

 

13.8

 

 

 

113.1

 

2024

 

 

13.6

 

 

 

103.9

 

2025

 

 

13.4

 

 

 

92.2

 

2026

 

 

85.1

 

Thereafter

 

 

73.4

 

 

 

408.5

 

Total

 

$

135.6

 

 

$

892.9

 


 

6.5.    Debt and Other Financing Arrangements

The Company’s debt consists of the following:

 

June 30,

 

 

December 31,

 

(dollars in millions)

 

2021

 

 

2020

 

 

March 31, 2022

 

 

December 31, 2021

 

Current portion of long-term debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit Agreement - Tranche B Term Loan due 2024

 

$

6.0

 

 

$

6.0

 

Credit Agreement - Term B-1 Loans

 

$

5.0

 

 

$

5.0

 

Credit Agreement - Term B-2 Loans

 

 

6.5

 

 

 

6.5

 

Paniolo Fiber Assets Financing Arrangement

 

 

0.5

 

 

 

0.5

 

Other financing arrangements

 

 

1.2

 

 

 

1.9

 

 

 

0.4

 

 

 

0.5

 

Finance lease liabilities

 

 

13.1

 

 

 

13.9

 

 

 

7.3

 

 

 

7.2

 

Current portion of long-term debt

 

 

20.3

 

 

 

21.8

 

 

 

19.7

 

 

 

19.7

 

Long-term debt, less current portion:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables Facility

 

 

173.7

 

 

 

182.0

 

 

 

155.7

 

 

 

153.6

 

Credit Agreement - Revolving Credit Facility

 

 

24.0

 

 

 

67.0

 

Credit Agreement - Tranche B Term Loan due 2024

 

 

577.5

 

 

 

580.5

 

7 1/4% Senior Notes due 2023

 

 

22.3

 

 

 

22.3

 

7% Senior Notes due 2024

 

 

625.0

 

 

 

625.0

 

8% Senior Notes due 2025

 

 

350.0

 

 

 

350.0

 

Various Cincinnati Bell Telephone notes

 

 

87.9

 

 

 

87.9

 

Credit Agreement - Term B-1 Loans

 

 

493.8

 

 

 

495.0

 

Credit Agreement - Term B-2 Loans

 

 

641.9

 

 

 

643.5

 

7 1/4% Senior Notes due 2023 (1)

 

 

23.7

 

 

 

24.0

 

Various Cincinnati Bell Telephone notes (1)

 

 

97.2

 

 

 

97.5

 

Paniolo Fiber Assets Financing Arrangement

 

 

22.2

 

 

 

22.3

 

Other financing arrangements

 

 

0.5

 

 

 

0.9

 

 

 

0

 

 

 

0.4

 

Finance lease liabilities

 

 

47.5

 

 

 

52.1

 

 

 

40.3

 

 

 

42.3

 

 

 

1,908.4

 

 

 

1,967.7

 

 

 

1,474.8

 

 

 

1,478.6

 

Net unamortized premium

 

 

0.9

 

 

 

1.1

 

Net unamortized discount

 

 

(4.8

)

 

 

(4.9

)

Unamortized note issuance costs

 

 

(16.8

)

 

 

(18.9

)

 

 

(43.3

)

 

 

(44.8

)

Long-term debt, less current portion

 

 

1,892.5

 

 

 

1,949.9

 

 

 

1,426.7

 

 

 

1,428.9

 

Total debt

 

$

1,912.8

 

 

$

1,971.7

 

 

$

1,446.4

 

 

$

1,448.6

 

(1)

As of March 31, 2022, the net carrying amounts of the 7 ¼% Senior Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments related to the Merger of $1.4 million and $9.3 million, respectively. As of December 31, 2021, the net carrying amounts of the 7 ¼% Senior Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments related to the Merger of $1.7 million and $9.6 million, respectively. Each adjustment is being amortized over the life of the respective notes and is recorded as a reduction of interest expense.    

 

Credit Agreement

The Company had $24.0 million ofThere were 0 outstanding borrowings on the Revolving Credit Facility,Agreement’s revolving credit facility, leaving $176.0$400.0 million available for borrowings as of June 30, 2021.March 31, 2022. The revolving credit facility matures in September 2026, and the Term B-1 Loans and Term B-2 loans under the Credit Agreement expiresmature in October 2022.November 2028.


Accounts Receivable Securitization Facility

As of June 30, 2021,March 31, 2022, the Company had $173.7$155.7 million in borrowings and $14.8$18.8 million of letters of credit outstanding under the accounts receivable securitization facility ("Receivables Facility”), leaving $19.1$40.5 million remaining availability on the total borrowing capacity of $207.6$215.0 million. In the second quarter of 2021, the Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions to increase the credit availability and renew the facility.The amendments extended the facility’s renewal date until June 2023 and the facility’s termination date to June 2024. The maximum borrowing limit for loans and letters of credit under the Receivables Facility was increased from $200.0 million tois $215.0 million in the aggregate. The available borrowing capacity is calculated monthly based on the quantity and quality of outstanding accounts receivable, and thus may be lower than the maximum borrowing limit. In addition, the amendments removed the provision that the LIBOR rate for theThe Receivables Facility may not fall below 0.75%.is subject to renewal in June 2023 and has a termination date in June 2024.

Under the Receivables Facility, certain U.S. and Canadian subsidiaries, as originators, sell their respective trade receivables on a continuous basis to Cincinnati Bell Funding LLC (“CBF”) or Cincinnati Bell Funding Canada Ltd. ("CBFC"), wholly-owned consolidated subsidiaries of the Company. Although CBF and CBFC are wholly-owned consolidated subsidiaries of the Company, CBF and CBFC are legally separate from the Company and each of the Company’s other subsidiaries. Upon and after the sale or contribution of the accounts receivable to CBF or CBFC, such accounts receivable are legally assets of CBF and CBFC and, as such, are not available to creditors of other subsidiaries or the parent company. The Receivables Facility includes an option for CBF to sell, rather than borrow against, certain receivables on a non-recourse basis. As of June 30, 2021, theMarch 31, 2022, there was 0 outstanding balance of certainfor accounts receivable sold, rather than borrowed against, was $19.2 million.sold.

 



 

7.6.    Leases

Lessee Disclosures

The Company primarily leases real estate for offices, retail stores and central offices, as well as equipment, cell towers and fleet vehicles. Upon adoption of ASC 842, the Company elected not to recognize leases with terms of one-year or less on the balance sheet.

Supplemental balance sheet information related to the Company's leases is as follows:

 

(dollars in millions)

 

Balance Sheet Location

 

June 30, 2021

 

 

December 31, 2020

 

 

Balance Sheet Location

 

March 31, 2022

 

 

December 31, 2021

 

Operating lease assets, net of amortization

 

Operating lease right-of-use assets

 

$

35.4

 

 

$

37.4

 

 

Operating lease right-of-use assets

 

$

43.7

 

 

$

44.3

 

Finance lease assets, net of amortization

 

Property, plant and equipment, net

 

 

21.8

 

 

 

28.0

 

 

Property, plant and equipment, net

 

 

9.1

 

 

 

10.7

 

Operating lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current operating lease liabilities

 

Other current liabilities

 

 

8.8

 

 

 

9.6

 

 

Other current liabilities

 

 

9.6

 

 

 

9.6

 

Noncurrent operating lease liabilities

 

Operating lease liabilities

 

 

31.9

 

 

 

33.6

 

 

Operating lease liabilities

 

 

39.6

 

 

 

40.2

 

Total operating lease liabilities

 

 

 

 

40.7

 

 

 

43.2

 

 

 

 

 

49.2

 

 

 

49.8

 

Finance lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current finance lease liabilities

 

Current portion of long-term debt

 

 

13.1

 

 

 

13.9

 

 

Current portion of long-term debt

 

 

7.3

 

 

 

7.2

 

Noncurrent finance lease liabilities

 

Long-term debt, less current portion

 

 

47.5

 

 

 

52.1

 

 

Long-term debt, less current portion

 

 

40.3

 

 

 

42.3

 

Total finance lease liabilities

 

 

 

$

60.6

 

 

$

66.0

 

 

 

 

$

47.6

 

 

$

49.5

 

 

.

Supplemental cash flow information related to leases is as follows:

 

 

Successor

 

 

 

Predecessor

 

(dollars in millions)

 

Six Months Ended

June 30, 2021

 

 

Six Months Ended

June 30, 2020

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

Supplemental Cash Flows Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows from finance leases

 

$

2.1

 

 

$

2.2

 

 

$

0.8

 

 

 

$

0.5

 

Operating cash flows from operating leases

 

$

5.5

 

 

$

5.5

 

 

$

2.5

 

 

 

$

2.5

 

Financing cash flows from finance leases

 

$

6.4

 

 

$

8.5

 

 

$

2.8

 

 

 

$

4.2

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New operating leases

 

$

2.9

 

 

$

5.4

 

 

$

1.9

 

 

 

$

1.7

 

New finance leases

 

$

2.0

 

 

$

2.4

 

 

$

0.8

 

 

 

$

3.5

 

 

 

 

8.

7.    Financial Instruments and Fair Value Measurements

Fair Value Measurements

The Company defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements, the Company uses a three-level hierarchy that prioritizes the use of observable inputs. The three levels are:

Level 1 — Quoted market prices for identical instruments in an active market;

Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and

Level 3 — Unobservable inputs that reflect management's determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including our own data.

The determination of where an asset or liability falls in the hierarchy requires significant judgment.


Interest Rate Swaps

The Company uses interest rate swap agreements to minimize its exposure to interest rate fluctuations on variable rate debt borrowings. Interest rate swaps involve the exchange of fixed and variable rate interest payments and do not represent an actual exchange of the underlying notional amounts between parties.

In the second quarter of 2018, the Company entered into one forward starting non-amortizing interest rate swap with a notional amount of $300.0 million to convert variable rate debt to fixed rate debt. The interest rate swap became effective in June 2018 and expires in June 2023. The interest rate swap results in interest payments based on an average fixed rate of 2.938% plus the applicable margin per the requirements in the Credit Agreement.

In the first quarter of 2019, the Company entered into three forward starting non-amortizing interest rate swaps, with a notional amount of $89.0 million each, to convert variable rate debt to fixed rate debt. The interest rate swaps became effective in March 2019 and expire in March 2024. The interest rate swaps result in interest payments based on an average fixed rate per swap of 2.275%, 2.244% and 2.328% plus the applicable margin per the requirements in the Credit Agreement.

During the next twelve months, the Company estimates that $9.3 million will be reclassified as an increase to interest expense.

The fair value of the Company's interest rate swaps are impacted by the credit risk of both the Company and its counterparties. The Company has agreements with its derivative financial instrument counterparties that contain provisions providing that if the Company defaults on the indebtedness associated with its derivative financial instruments, then the Company could also be declared in default on its derivative financial instruments obligations. In addition, the Company minimizes nonperformance risk on its derivative instruments by evaluating the creditworthiness of its counterparties, which are limited to major banks and financial institutions.

Upon inception, the interest rate swaps were designated as cash flow hedges under ASC 815, with gains and losses, net of tax, measured on an ongoing basis recorded in accumulated other comprehensive loss. The fair value of the interest rate swaps are categorized as Level 2 in the fair value hierarchy as they are based on well-recognized financial principles and available market data.

As of June 30, 2021, the fair value of the interest rate swap liability was $20.1 million and is recorded in the Condensed Consolidated Balance Sheets as follows:

(dollars in millions)

 

Balance Sheet Location

 

June 30,

2021

 

 

Quoted Prices in

active markets

Level 1

 

 

Significant

observable inputs

Level 2

 

 

Significant

unobservable inputs

Level 3

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swap

 

Other current liabilities

 

$

9.3

 

 

$

0

 

 

$

9.3

 

 

$

0

 

Interest Rate Swap

 

Other noncurrent liabilities

 

$

10.8

 

 

$

0

 

 

$

10.8

 

 

$

0

 

As of December 31, 2020, the fair value of the interest rate swap liability was $25.4 million and is recorded in the Condensed Consolidated Balance Sheets as follows:

(dollars in millions)

 

Balance Sheet Location

 

December 31,

2020

 

 

Quoted Prices in

active markets

Level 1

 

 

Significant

observable inputs

Level 2

 

 

Significant

unobservable inputs

Level 3

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swap

 

Other current liabilities

 

$

9.3

 

 

$

0

 

 

$

9.3

 

 

$

0

 

Interest Rate Swap

 

Other noncurrent liabilities

 

$

16.1

 

 

$

0

 

 

$

16.1

 

 

$

0

 

The amount of gains (losses) recognized in Accumulated Other Comprehensive Income ("AOCI") net of reclassifications into earnings is as follows:

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

(dollars in millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Interest Rate Swap

 

$

2.2

 

 

$

1.4

 

 

$

5.3

 

 

$

(10.3

)

The amount of losses reclassified from AOCI into earnings is as follows:

 

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

(dollars in millions)

 

Statement of Operations Location

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Interest Rate Swap

 

Interest expense

 

$

(2.3

)

 

$

(2.3

)

 

$

(4.6

)

 

$

(3.7

)


Disclosure on Financial Instruments

The carrying values of the Company's financial instruments approximate the estimated fair values as of June 30, 2021March 31, 2022 and December 31, 2020,2021, except for the Company's long-term debt and other financing arrangements. The carrying and fair values of these items are as follows:  

 

 

June 30, 2021

 

 

December 31, 2020

 

 

March 31, 2022

 

 

December 31, 2021

 

(dollars in millions)

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Long-term debt, including current portion*

 

$

1,867.3

 

 

$

1,911.2

 

 

$

1,921.8

 

 

$

1,973.4

 

 

$

1,441.7

 

 

$

1,413.4

 

 

$

1,443.0

 

 

$

1,443.0

 

Other financing arrangements

 

 

41.4

 

 

 

58.1

 

 

 

42.1

 

 

 

58.6

 

 

 

52.4

 

 

 

48.5

 

 

 

53.1

 

 

 

51.7

 

 

*Excludes finance leases, other financing arrangements and note issuance costs.

In connection with the Merger, the carrying values of the Company’s long-term debt and other financing arrangements include fair value adjustments as of the Merger Date. The fair value of our long-term debt was based on closing or estimated market prices of the Company’s debt at June 30, 2021March 31, 2022 and December 31, 2020,2021, which is considered Level 2 of the fair value hierarchy. The fair value of the other financing arrangements was calculated using a discounted cash flow model that incorporates current borrowing rates for obligations of similar duration, which is considered Level 3 of the fair value hierarchy. As of June 30, 2021,March 31, 2022, the current borrowing rate was estimated by applying the Company's credit spread to the risk-free rate for a similar duration borrowing.

9.8.    Pension and Postretirement Plans

As of June 30, 2021,March 31, 2022, the Company sponsors three3 noncontributory defined benefit plans and a postretirement health and life insurance plan in Cincinnati (collectively the "Cincinnati Plans"), and one noncontributory defined benefit plan for union employees, one cash balance pension plan for nonunion employees, and two postretirement health and life insurance plans for Hawaiian Telcom employees (collectively the "Hawaii Plans").

In the six months ended June 30, 2021, the Hawaii defined benefit plan for union employees made lump sum payments of $6.7 million resulting in a reduction of the benefit obligation of $6.7 million. The lump sum payments to the plan participants exceeded the sum of the service cost and the interest cost component of the net pension cost resulting in a nominal pension settlement cost for the three months ended June 30, 2021. In the six months ended June 30, 2020, the Hawaii defined benefit plan for union employees made lump sum payments of $7.4 million resulting in a reduction of the benefit obligation of $7.4 million. The Company recorded a pension settlement cost of $1.1 million in the three months ended June 30, 2020 as a result of the lump sum payments to the plan participants exceeding the sum of the service cost and the interest cost component of the net pension cost.

In accordance with ASC 715, only the service cost component of net benefit cost is eligible for capitalization, which was immaterial for the three and six months ended June 30, 2021March 31, 2022 and 2020.2021.



For the three and six months ended June 30, 2021 and 2020, pensionPension and postretirement (benefits) costs (benefits) wereare as follows:

 

 

Three Months Ended June 30,

 

 

Pension Benefits

 

 

Postretirement and

Other Benefits

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

Successor

 

 

 

Predecessor

 

 

 

Successor

 

 

 

Predecessor

 

(dollars in millions)

 

Pension Benefits

 

 

Postretirement and

Other Benefits

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

Service cost

 

$

0

 

 

$

0

 

 

$

0.1

 

 

$

0.1

 

 

$

0

 

 

 

$

0

 

 

$

0.1

 

 

 

$

0.1

 

Other components of pension and postretirement benefit plans expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost on projected benefit obligation

 

 

3.7

 

 

 

4.8

 

 

 

0.7

 

 

 

1.0

 

 

 

3.9

 

 

 

 

3.8

 

 

 

0.7

 

 

 

 

0.6

 

Expected return on plan assets

 

 

(7.2

)

 

 

(7.2

)

 

 

0

 

 

 

0

 

 

 

(7.2

)

 

 

 

(7.5

)

 

 

0

 

 

 

 

0

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service benefit

 

 

0

 

 

 

0

 

 

 

(0.7

)

 

 

(0.7

)

 

 

0

 

 

 

 

0

 

 

 

0

 

 

 

 

(0.6

)

Actuarial loss

 

 

5.2

 

 

 

4.5

 

 

 

0

 

 

 

0.4

 

 

 

0

 

 

 

 

6.3

 

 

 

0

 

 

 

 

0

 

Pension settlement charges

 

 

0

 

 

 

1.1

 

 

 

0

 

 

 

0

 

Pension / postretirement costs

 

$

1.7

 

 

$

3.2

 

 

$

0.1

 

 

$

0.8

 

Pension / postretirement (benefit) cost

 

$

(3.3

)

 

 

$

2.6

 

 

$

0.8

 

 

 

$

0.1

 

 

 

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

(dollars in millions)

 

Pension Benefits

 

 

Postretirement and

Other Benefits

 

Service cost

 

$

0

 

 

$

0

 

 

$

0.2

 

 

$

0.2

 

Other components of pension and postretirement benefit plans expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost on projected benefit obligation

 

 

7.5

 

 

 

9.6

 

 

 

1.3

 

 

 

1.9

 

Expected return on plan assets

 

 

(14.7

)

 

 

(14.5

)

 

 

0

 

 

 

0

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service benefit

 

 

0

 

 

 

0

 

 

 

(1.3

)

 

 

(1.3

)

Actuarial loss

 

 

11.5

 

 

 

9.0

 

 

 

0

 

 

 

0.6

 

Pension settlement charges

 

 

0

 

 

 

1.1

 

 

 

0

 

 

 

0

 

Pension / postretirement costs

 

$

4.3

 

 

$

5.2

 

 

$

0.2

 

 

$

1.4

 

 

Amortizations of prior service benefit and actuarial loss in the three months ended March 31, 2021 represent reclassifications from accumulated other comprehensive income.

For the sixthree months ended June 30,March 31, 2022, there were 0 contributions to the qualified pension plans, and contributions to the non-qualified pension plans were $0.6 million. For the three months ended March 31, 2021, contributions to theboth qualified and non-qualified pension plans were $0.8 million and $1.2 million, respectively. For the six months ended June 30, 2020, contributions to the qualified and non-qualified pension plans were $0.8 million and $1.1 million, respectively.$0.7 million. Based on current assumptions, nominal additional0 contributions are expected to be made to the qualified pension plans in 2021.2022. Contributions to the non-qualified pension plans in 20212022 are expected to be approximately $3$2 million.

For the sixthree months ended June 30,March 31, 2022 and 2021, and 2020, contributions to our postretirement plans were $3.1$1.5 million and $2.6$1.7 million, respectively. Management expects to make total cash payments of approximately $8$7 million related to its postretirement health plans in 2021.

2022.


 

 

10.

9.    Shareowners' DeficitEquity (Deficit)

Pursuant to the Merger Agreement, Parent acquired all of the equity interests in the Company. In connection with the consummation of the Merger Agreement, each of our issued and outstanding Common Shares was converted to $15.50 in cash per Common Share and paid to the shareholders.  

Additionally, the Company redeemed each of our issued and outstanding Depositary Shares simultaneously with the redemption of the 6 ¾% Preferred Shares at a redemption price of $50 per Depositary Share (equivalent to $1,000 per 6 ¾% Preferred Share).     

Effective October 18, 2021, Parent amended and restated the Articles of Incorporation of Cincinnati Bell to reduce the number of authorized shares from 96,000,000 Common Shares to 100 Common Shares, each with $0.01 par value. As of both March 31, 2022 and December 31, 2021, Parent is the sole shareholder of the Company’s 100 Common Shares.

Accumulated Other Comprehensive LossIncome (Loss)

For the three and six months ended June 30, 2021 and 2020, theThe changes in accumulated other comprehensive lossincome (loss) by component were as follows:

 

(dollars in millions)

 

Unrecognized

Net Periodic

Pension and

Postretirement

Benefit Cost

 

 

 

Unrealized Loss on Cash Flow

Hedges, Net

 

 

 

Foreign

Currency

Translation Gain (Loss)

 

 

Total

 

Balance as of March 31, 2021

 

$

(134.4

)

 

 

$

(17.3

)

 

 

$

(0.2

)

 

$

(151.9

)

Remeasurement of benefit obligations

 

 

6.0

 

 

 

 

0

 

 

 

 

0

 

 

 

6.0

 

Reclassifications, net

 

 

3.5

 

(a)

 

 

1.7

 

(b)

 

 

0

 

 

 

5.2

 

Unrealized loss on cash flow hedges arising during the period, net

 

 

0

 

 

 

 

(0.1

)

(c)

 

 

0

 

 

 

(0.1

)

Foreign currency gain

 

 

0

 

 

 

 

0

 

 

 

 

1.6

 

 

 

1.6

 

Balance as of June 30, 2021

 

$

(124.9

)

 

 

$

(15.7

)

 

 

$

1.4

 

 

$

(139.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2020

 

$

(148.8

)

 

 

$

(23.7

)

 

 

$

(10.3

)

 

$

(182.8

)

Remeasurement of benefit obligations

 

 

(14.7

)

 

 

 

0

 

 

 

 

0

 

 

 

(14.7

)

Reclassifications, net

 

 

4.1

 

(a)

 

 

1.7

 

(b)

 

 

0

 

 

 

5.8

 

Unrealized loss on cash flow hedges arising during the period, net

 

 

0

 

 

 

 

(0.7

)

(c)

 

 

0

 

 

 

(0.7

)

Foreign currency gain

 

 

0

 

 

 

 

0

 

 

 

 

2.8

 

 

 

2.8

 

Balance as of June 30, 2020

 

$

(159.4

)

 

 

$

(22.7

)

 

 

$

(7.5

)

 

$

(189.6

)

(dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Successor

 

Unrecognized

Net Periodic

Pension and

Postretirement

Benefit (Cost)

 

 

 

Unrealized Loss on Cash Flow

Hedges, Net

 

 

 

Foreign

Currency

Translation Gain (Loss)

 

 

Total

 

Balance as of December 31, 2021

 

$

2.6

 

 

 

$

0

 

 

 

$

(1.4

)

 

$

1.2

 

Foreign currency gain

 

 

0

 

 

 

 

0

 

 

 

 

1.8

 

 

 

1.8

 

Balance as of March 31, 2022

 

$

2.6

 

 

 

$

0

 

 

 

$

0.4

 

 

$

3.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Predecessor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2020

 

$

(138.8

)

 

 

$

(19.7

)

 

 

$

(1.2

)

 

$

(159.7

)

Reclassifications, net

 

 

4.4

 

(a)

 

 

1.8

 

(b)

 

 

0

 

 

 

6.2

 

Unrealized gain on cash flow hedges arising during the period, net

 

 

0

 

 

 

 

0.6

 

(c)

 

 

0

 

 

 

0.6

 

Foreign currency gain

 

 

0

 

 

 

 

0

 

 

 

 

1.0

 

 

 

1.0

 

Balance as of March 31, 2021

 

$

(134.4

)

 

 

$

(17.3

)

 

 

$

(0.2

)

 

$

(151.9

)

 

(dollars in millions)

 

Unrecognized

Net Periodic

Pension and

Postretirement

Benefit Cost

 

 

 

Unrealized Loss on Cash Flow

Hedges, Net

 

 

 

Foreign

Currency

Translation Gain (Loss)

 

 

Total

 

Balance as of December 31, 2020

 

$

(138.8

)

 

 

$

(19.7

)

 

 

$

(1.2

)

 

$

(159.7

)

Remeasurement of benefit obligations

 

 

6.0

 

 

 

 

0

 

 

 

 

0

 

 

 

6.0

 

Reclassifications, net

 

 

7.9

 

(a)

 

 

3.5

 

(b)

 

 

0

 

 

 

11.4

 

Unrealized gain on cash flow hedges arising during the period, net

 

 

0

 

 

 

 

0.5

 

(c)

 

 

0

 

 

 

0.5

 

Foreign currency gain

 

 

0

 

 

 

 

0

 

 

 

 

2.6

 

 

 

2.6

 

Balance as of June 30, 2021

 

$

(124.9

)

 

 

$

(15.7

)

 

 

$

1.4

 

 

$

(139.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2019

 

$

(152.0

)

 

 

$

(14.7

)

 

 

$

(3.4

)

 

$

(170.1

)

Remeasurement of benefit obligations

 

 

(14.7

)

 

 

 

0

 

 

 

 

0

 

 

 

(14.7

)

Reclassifications, net

 

 

7.3

 

(a)

 

 

2.8

 

(b)

 

 

0

 

 

 

10.1

 

Unrealized loss on cash flow hedges arising during the period, net

 

 

0

 

 

 

 

(10.8

)

(c)

 

 

0

 

 

 

(10.8

)

Foreign currency loss

 

 

0

 

 

 

 

0

 

 

 

 

(4.1

)

 

 

(4.1

)

Balance as of June 30, 2020

 

$

(159.4

)

 

 

$

(22.7

)

 

 

$

(7.5

)

 

$

(189.6

)

 

 

(a)

These reclassifications are included in the other components of net periodic pension and postretirement benefit plans expense and represent amortization of prior service benefit and actuarial loss, net of tax and pension settlement charges, net of tax.tax. The other components of net periodic pension and postretirement benefit plans expense are recorded in "Other"Other components of pension and postretirement benefit plans expense"(benefit) expense" on the Condensed Consolidated Statements of Operations. See Note 98 for further disclosures.

 

 

(b)

These reclassifications are reported within "Interest expense" on the Condensed Consolidated Statements of Operations when the hedged transactions impact earnings.

 

 

(c)

The unrealized (loss) gain, net on cash flow hedges represents the change in the fair value of the derivative instruments that occurred during the period, net of tax. The unrealized loss on cash flow hedges is recorded in "Other current liabilities" and "Other noncurrent liabilities" on the Condensed Consolidated Balance Sheets. See Note 8 for further disclosures.

 


 

11.10.    Business Segment Information

The Company’s segments are strategic business units that offer distinct products and services and are aligned with the Company's internal management structure and reporting. The Company operates 2 business segments identified as Entertainment and CommunicationsNetwork and IT Services and Hardware.

The Entertainment and CommunicationsNetwork segment provides products and services that can be categorized as Data, Video, Voice or Other. Data products include high-speed internet access, digital subscriber lines, ethernet, SONET, dedicated internet access, wavelength, digital signal and IRU. Video services provide our customers access to over 400 entertainment channels, over 150 high-definition channels, parental controls, HD DVR, Video On-Demand and access to a live TV streaming application. Voice represents traditional voice lines as well as fiber voice lines, consumer long distance, switched access and digital trunking. Other services consist of revenue generated from wiring projects for enterprise customers, advertising, directory assistance, maintenance, information services and information services.subsidized fiber build project revenue related to extending the Company’s fiber network in the Greater Cincinnati territory subsidized through our UniCity program.

The IT Services and Hardware segment provides end-to-end solutions from consulting to implementation to ongoing optimization. These solutions include Cloud, Communications and Consulting services along with the sale, installation and maintenance of major branded Telecom and IT hardware reported as Infrastructure Solutions.

Certain corporate administrative expenses have been allocated to the segments based upon the nature of the expense and the relative size of the segment. Intercompany transactions between segments have been eliminated.

Selected financial data for the Company’s business segment information is as follows:

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

Successor

 

 

 

Predecessor

 

(dollars in millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Entertainment and Communications

 

$

241.0

 

 

$

239.7

 

 

$

483.8

 

 

$

483.5

 

Network

 

$

243.5

 

 

 

$

242.8

 

IT Services and Hardware

 

 

179.9

 

 

 

147.0

 

 

 

353.7

 

 

 

289.3

 

 

 

198.8

 

 

 

 

173.8

 

Intersegment

 

 

(6.7

)

 

 

(6.7

)

 

 

(13.4

)

 

 

(12.8

)

 

 

(6.5

)

 

 

 

(6.7

)

Total revenue

 

$

414.2

 

 

$

380.0

 

 

$

824.1

 

 

$

760.0

 

 

$

435.8

 

 

 

$

409.9

 

Intersegment revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Entertainment and Communications

 

$

4.9

 

 

$

5.0

 

 

$

9.7

 

 

$

9.9

 

Network

 

$

4.9

 

 

 

$

4.8

 

IT Services and Hardware

 

 

1.8

 

 

 

1.7

 

 

 

3.7

 

 

 

2.9

 

 

 

1.6

 

 

 

 

1.9

 

Total intersegment revenue

 

$

6.7

 

 

$

6.7

 

 

$

13.4

 

 

$

12.8

 

 

$

6.5

 

 

 

$

6.7

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Entertainment and Communications

 

$

28.1

 

 

$

30.5

 

 

$

59.4

 

 

$

42.6

 

Operating (loss) income

 

 

 

 

 

 

 

 

 

Network

 

$

(3.1

)

 

 

$

31.3

 

IT Services and Hardware

 

 

7.6

 

 

 

5.2

 

 

 

16.2

 

 

 

6.9

 

 

 

(4.9

)

 

 

 

8.6

 

Corporate

 

 

(5.3

)

 

 

(8.0

)

 

 

(12.6

)

 

 

(42.0

)

 

 

(7.0

)

 

 

 

(7.3

)

Total operating income

 

$

30.4

 

 

$

27.7

 

 

$

63.0

 

 

$

7.5

 

Total operating (loss) income

 

$

(15.0

)

 

 

$

32.6

 

Expenditures for long-lived assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Entertainment and Communications

 

$

52.8

 

 

$

42.2

 

 

$

107.8

 

 

$

86.6

 

Network

 

$

81.5

 

 

 

$

55.0

 

IT Services and Hardware

 

 

6.2

 

 

 

6.3

 

 

 

11.9

 

 

 

12.8

 

 

 

6.3

 

 

 

 

5.7

 

Total expenditures for long-lived assets

 

$

59.0

 

 

$

48.5

 

 

$

119.7

 

 

$

99.4

 

 

$

87.8

 

 

 

$

60.7

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Entertainment and Communications

 

$

61.6

 

 

$

64.5

 

 

$

122.4

 

 

$

128.4

 

Network

 

$

93.4

 

 

 

$

60.8

 

IT Services and Hardware

 

 

10.2

 

 

 

10.2

 

 

 

20.3

 

 

 

20.5

 

 

 

26.0

 

 

 

 

10.1

 

Corporate

 

 

0

 

 

 

0

 

 

 

0.1

 

 

 

0

 

 

 

0.1

 

 

 

 

0.1

 

Total depreciation and amortization

 

$

71.8

 

 

$

74.7

 

 

$

142.8

 

 

$

148.9

 

 

$

119.5

 

 

 

$

71.0

 

 

 

 

 

 

 

 

 

 

 

(dollars in millions)

 

June 30,

2021

 

 

December 31,

2020

 

Assets

 

 

 

 

 

 

 

 

Entertainment and Communications

 

$

1,801.9

 

 

$

1,803.3

 

IT Services and Hardware

 

 

454.6

 

 

 

477.2

 

Corporate and eliminations

 

 

343.9

 

 

 

388.1

 

Total assets

 

$

2,600.4

 

 

$

2,668.6

 

 


(dollars in millions)

 

March 31,

2022

 

 

December 31,

2021

 

Assets

 

 

 

 

 

 

 

 

Network

 

$

2,943.9

 

 

$

2,949.2

 

IT Services and Hardware

 

 

819.8

 

 

 

842.0

 

Corporate and eliminations

 

 

334.9

 

 

 

407.6

 

Total assets

 

$

4,098.6

 

 

$

4,198.8

 

11.    Subsequent Events

On May 2, 2022, the Company acquired Agile Networks LLC, based in Canton, Ohio, for approximately $65 million. Agile Networks LLC provides internet, co-location and data transport services primarily to customers in Ohio and Pennsylvania. We are currently in the process of assessing the accounting for this transaction and will disclose our preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed in the second quarter ended June 30, 2022.


 

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated by reference herein contain forward-looking statements regarding future events and results that are subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “predicts,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may,” “will,” “proposes,” “potential,” “could,” “should,” “outlook” or variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of future financial performance, anticipated growth and trends in businesses, and other characterizations of future events or circumstances including but not limited to, the possible impacts of the current adverse economic conditions associated with the COVID-19 global health pandemic, are forward-looking statements. Readers are cautioned these forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q and, in particular, the risks discussed under the caption “Risk Factors” in Part II, Item 1A, and those discussed in other documents the Company filed with the Securities and Exchange Commission (“SEC”). Actual results may differ materially and adversely from those expressed in any forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements for any reason.

Introduction

This Management’s Discussion and Analysis section provides an overview of Cincinnati Bell Inc.'s’s financial condition as of June 30, 2021March 31, 2022 and the results of operations for the three and six months ended June 30,March 31, 2022 and 2021. References in this Quarterly Report to “Successor” refer to the Company on or after September 8, 2021 and 2020.references to “Predecessor” refer to the results prior to September 8, 2021. This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and accompanying notes as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021. Results for interim periods may not be indicative of results for the full year or any other interim period.

altafiber Brand

Pending In March 2022, the Company announced that we will begin doing business as “altafiber” in Ohio, Kentucky and Indiana as we continue to expand our geographic reach and invest in our fiber network that delivers broadband connectivity. The branding change will not impact our Hawaiian Telcom business or IT Services business, which is branded as CBTS.

Acquisition by MIPRed Fiber Parent LLC

 

On December 21, 2019,March 13, 2020, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Brookfield Merger(the “Merger Agreement”) with affiliatesRed Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of the Brookfield Infrastructure GroupParent (“Brookfield”Merger Sub”). On September 7, 2021 (the “Closing Date” or “Merger Date”), upon the infrastructure investment division of Brookfield Asset Management, which was subsequently amended. Pursuantterms and subject to the amended Brookfield Merger Agreement,conditions set forth in the Company would be acquired by an affiliate of Brookfield for $14.50 per Common Share.

On March 13, 2020, the Company terminated the Brookfield Merger Agreement and enteredin accordance with the applicable provisions of the Ohio General Corporation Law (the “OGCL”), Merger Sub merged with and into an Agreement and Plan of Merger (the “MIP Merger Agreement”) pursuant to which the Company, will be acquired by an affiliate of Macquarie Infrastructure Partners V (“MIP”), a fund managed by Macquarie Infrastructure and Real Assets (with the “MIP Merger”Company continuing as the surviving corporation (the “Merger”). At the effective time of the MIP Merger (the “Effective Time”), eachthe separate corporate existence of our issued and outstanding Common Shares will be converted into the right to receive $15.50 in cash per Common Share, without interest,Merger Sub ceased, and the 3/4% Cumulative Convertible Preferred Shares will remain issued and outstandingCompany survived the Merger as 3/4% Cumulative Convertible Preferred Sharesa wholly owned subsidiary of Parent.

Upon completion of the Company, without par value, followingMerger, Parent was deemed the Effective Time.

In connectionaccounting acquirer and Cincinnati Bell Inc. the accounting acquiree. Under the acquisition method of accounting, the assets and liabilities associated with the terminationCincinnati Bell Inc. were recorded at their fair values measured as of the Brookfield Merger Agreement, the Company paid an affiliate of Brookfield a termination fee of $24.8 million in the first quarter of 2020 as required by the termsacquisition date. The excess of the Brookfield Merger Agreement.

The consummationpurchase price over the estimated fair values of the MIP Merger is subject to customary closing conditions, including (i) the adoption of the MIP Merger Agreement by the affirmative vote of the holders of at least two-thirds of all outstanding Common Shares and 6 3/4% Cumulative Convertible Preferred Shares, votingnet assets acquired was recorded as a single class; (ii) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the receipt of any required consents or approvals from (a) the Committee on Foreign Investment in the United States, (b) the Federal Communications Commission, (c) state public service and state public utility commissions and (d) local regulators in connection with the provision of telecommunications and media services; and (iv) the absence of any legal restraint preventing the consummation of the MIP Merger. On May 7, 2020, the shareholders of the Company adopted the MIP Merger Agreement at a virtual special meeting of shareholders. In the first quarter of 2021, the waiting period under the HSR Act expired and the consummation of the MIP Merger was approved by CFIUS. As of the date of this filing, the Company has received all regulatory approvals required to consummate the MIP Merger other than approval by the California Public Utilities Commission.goodwill.

The MIP Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature. 

The MIP Merger is expected to close in the third quarter of 2021, although there can be no assurance that the MIP Merger will occur by that date. Upon the closing of the MIP Merger, the Company will cease to be a publicly traded company.


Executive Summary

Segment results described in the Executive Summary and Consolidated Results of Operations sections are net of intercompany eliminations.

Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnatialtafiber," "Cincinnati Bell," "we," "our," "us" or the "Company") provide integrated communications and IT solutions that keep consumer and enterprise customers connected with each other and with the world. Through itsour Network segment, previously referred to as Entertainment and Communications, segment, the Company provides Data, Video, and Voice solutions to consumer and enterprise customers over an expanding fiber network and a legacy copper network. In addition, enterprise customers across the United States, Canada and Europe rely on the IT Services and Hardware segment for the sale and service of efficient, end-to-end communications and IT systems and solutions.


Consolidated revenue totaling $414.2 million and $824.1$435.8 million for the three months and six months ended June 30, 2021March 31, 2022 increased $34.2$25.9 million and $64.1 million, respectively, as compared to the same periodsperiod in 2020the prior year due to strategic revenue growth in both segments offsetting declines in Legacy revenue.

For the three and six months ended June 30, 2021, Consumer/SMB FiberMarch 31, 2022, Fioptics revenue increased $6.7$10.0 million and $12.0 million, respectively, as compared to the same periodsperiod in the prior year2021 as the Company continues to focus on high-speed internet activations while Legacy revenue decreased $5.5$10.9 million and $11.8 million, respectively, as compared to the comparable periodsperiod in 2020.the prior year. IT Services and Hardware experienced revenue growth in all practices, for the three months and six months ended June 30, 2021, with the exception of the Communications practice that decreased by $0.2 million in the three months ended June 30, 2021 compared to the three months end June 30, 2020, due to significant nonrecurring revenue recognized in the second quarter of 2020. The increase in IT Services and Hardware revenue in both comparable periods is due most significantly toin the Consulting practice in which revenue increased 52% and 54% for the three and six months ended June 30, 2021, respectively, as compared to the same periods in the prior year.

Operating income was $30.4 million27% for the three months ended June 30, 2021, up $2.7 millionMarch 31, 2022 compared to the same period in the prior year. The increase in operating income is due to revenue growth in addition to lower depreciation and amortization expense and transaction and integration charges

Operating loss for the three months ended June 30,March 31, 2022 was $15.0 million compared to operating income of $32.6 million in the three months ended March 31, 2021. Revenue growth in both segments was more than offset due most significantly to higher depreciation and amortization expenses related to the increased value of property, plant and equipment and intangibles as a result of fair value adjustments recorded as of the Merger Date in addition to increases in cost of services and products and SG&A expenses to support revenue growth.

Interest expense decreased $15.9 million for the three months ended March 31, 2022 compared to the same period in 2021 primarily due to the extinguishment of the 7% Senior Notes due 2024 and 8% Senior Notes due 2025 in the fourth quarter of 2021 and the termination of the interest rate swaps in the Predecessor period of 2021. These decreases were partially offset by interest expense incurred related to the $350 million incremental increase to the Term B-1 Loans and issuance of the Term B-2 Loans in the fourth quarter of 2021.

Other components of pension and postretirement benefit plans expense decreased for the three months ended March 31, 2022 compared to the comparable period in 2020. These increasesthe prior year due to operatingremeasuring the pension and postretirement projected benefit obligations, actuarial gains (losses) and prior service costs (benefits) as of the Merger Date as well as favorable asset returns in 2021 also favorably impacting the annual remeasurement performed in December as well as the Merger Date remeasurement.

Loss before income were partially offset by increased SG&A expense intaxes totaled $28.5million for the three months ended June 30, 2021 resulting from higher payroll related costs and savings realizedMarch 31, 2022, an increase in the three months ended June 30, 2020 due to cost containment strategies to reduce the negative impactloss of the COVID-19 pandemic on the business that were no longer in place in the second quarter of 2021.

Operating income was $63.0 million for the six months ended June 30, 2021, up $55.5$25.9 million compared to the same period in the prior year. In addition to revenue growth in both segments, the increase in operating income was primarily due to lower transaction and integration charges, restructuring and severance related charges, and depreciation and amortization expense. Transaction and integration charges recorded in the six months ended June 30, 2020 include a termination fee of $24.8 million paid to an affiliate of Brookfield in the first quarter of 2020.2021. Lower restructuring and severance related charges are due to the voluntary severance program (“VSP”) finalized in the three months ended March 31, 2020.

Loss before income taxes totaled $4.6million for the three months ended June 30, 2021, resulting in a decrease in the loss as compared to the comparable period in 2020 primarily due to the increase in operating income in addition to lower pension and postretirement benefit plans expense. Loss before income taxes totaled $7.2 million for the six months ended June 30, 2021, lower than the prior year primarily due to the factors impacting operating income as well as lower interest expense and pension and postretirement benefit plans expense.

Impact of COVID-19 on Our Business

The COVID-19 pandemic has resulted, and is likely to continue to result,expense in significant economic disruption. As of the date of this filing, significant uncertainty continues to exist concerning the magnitude of the impact and duration of the COVID-19 pandemic. While most of the country has started to reopen and normal activities begin to resume, the current rise in cases due to a variant of the virus may result in restrictions being reinstated. On March 13, 2020, in response to the COVID-19 pandemic, the Federal Communications Commission (“FCC”) called on broadband and telephone service providers to keep Americans connected as the country reacts to the serious disruptions caused by the coronavirus outbreak. Cincinnati Bell, on behalf of all of its affiliates, including Hawaiian Telecom, signed on to the Keep Americans Connected Pledge (the “Pledge”) and committed to waive late fees for, and not terminate service to, any of our consumer or small business customers who did not pay their bills timely due to an inability to pay caused by the COVID-19 crisis. The impacts to revenue as a result of these commitments during the three months ended June 30, 2020 included a decline in revenue related to late payment fees and certain other one-time fees. The impacts to revenue as a result of these commitments were limited in the six months ended June 30, 2021 and the three months ended March 31, 2020. The Pledge expired on June 30, 2020, and customer accounts in the Cincinnati market that were not cured were disconnected during the third and fourth quarters of 2020. Balances associated with accounts that have been disconnected were fully reserved as of December 31, 2020 and were written off during the first quarter of 2021. In accordance with regulatory orders in Hawaii, the Pledge continues to be honored for certain regulated services.



We expect the ultimate significance of the impact on our financial condition, results of operations, or cash flows will be dictated by the length of time that such circumstances continue, which will depend on the currently unknowable extent and duration of the COVID-19 pandemic, effectiveness of the vaccine and timeliness that individuals receive the vaccine. COVID-19 also makes it more challenging for management to estimate future performance of our businesses, particularly over the near term. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, suppliers and shareholders.

Consolidated Results of Operations

Revenue

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(dollars in millions)

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Entertainment and Communications

 

$

236.1

 

 

$

234.7

 

 

$

1.4

 

 

 

1

%

 

$

474.1

 

 

$

473.6

 

 

$

0.5

 

 

 

0

%

IT Services and Hardware

 

 

178.1

 

 

 

145.3

 

 

 

32.8

 

 

 

23

%

 

 

350.0

 

 

 

286.4

 

 

 

63.6

 

 

 

22

%

Total revenue

 

$

414.2

 

 

$

380.0

 

 

$

34.2

 

 

 

9

%

 

$

824.1

 

 

$

760.0

 

 

$

64.1

 

 

 

8

%

Entertainment and Communications revenue increased for the three and six months ended June 30, 2021 compared to the same periods in 2020 primarily due revenue growth associated with our Consumer/SMB Fiber products as well as revenue from late payment fees and other one-time charges that were temporarily suspended in the second quarter of 2020 more than offsetting Legacy decline.  

IT Services and Hardware revenue increased for the three and six months ended June 30, 2021 compared to the comparable periods in the prior year most significantly due to the contribution from the Consulting practice which increased revenue by $24.4 million and $48.0 million in the three and six months ended June 30, 2021, respectively, as compared to the same periods in 2020.

Operating Costs

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(dollars in millions)

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Cost of services and products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Entertainment and Communications

 

$

106.3

 

 

$

102.3

 

 

$

4.0

 

 

 

4

%

 

$

214.4

 

 

$

208.9

 

 

$

5.5

 

 

 

3

%

IT Services and Hardware

 

 

118.5

 

 

 

91.1

 

 

 

27.4

 

 

 

30

%

 

 

230.5

 

 

 

178.2

 

 

 

52.3

 

 

 

29

%

Total cost of services and products

 

$

224.8

 

 

$

193.4

 

 

$

31.4

 

 

 

16

%

 

$

444.9

 

 

$

387.1

 

 

$

57.8

 

 

 

15

%

Entertainment and Communications costs increased for the three and six months ended June 30, 2021 compared to the same periods in the prior year primarily due to increases in operating taxes, contract services and payroll benefits expense. The increase in operating taxes is due to increased regulatory fees in addition to lower operating taxes in 2020 due to favorable audit results that resulted in a nonrecurring benefit of $1.9 million and $4.2 million in the three and six months ended June 30, 2020, respectively. Contract services increased $0.5 million and $2.2 million for the three and six months ended June 30, 2021, respectively, compared to the same periods in the prior year primarily due to a project completed in the prior year to outsource certain functions as well as a significant general liability insurance claim incurred in the first quarter of 2021. Payroll benefits expense increased due to higher healthcare and workers compensation costs incurred compared to the same periods in the prior year. These increases were partially offset by a decrease in payroll expense due to fewer headcount as a result of the restructuring activities executed in prior years.

IT Services and Hardware costs increased for the three and six months ended June 30, 2021 compared to the same periods in the prior year due to increases in payroll related costs, contractor costs, software licensing costs and regulatory fees. Payroll related costs increased $5.6 million and $10.3 million in the three and six months ended June 30, 2021, respectively, and contractor costs increased $20.2 million and $37.9 million in the three and six months ended June 30, 2021, respectively, as compared to the same periods in the prior year. These costs increased due to additional headcount to support the growth in the Communications and Consulting practices. Higher software licensing costs were also incurred to support the revenue growth in the Communications practice.



 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(dollars in millions)

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Selling, general and administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Entertainment and Communications

 

$

43.7

 

 

$

40.8

 

 

$

2.9

 

 

 

7

%

 

$

84.3

 

 

$

85.8

 

 

$

(1.5

)

 

 

(2

)%

IT Services and Hardware

 

 

37.7

 

 

 

35.2

 

 

 

2.5

 

 

 

7

%

 

 

75.6

 

 

 

73.3

 

 

 

2.3

 

 

 

3

%

Corporate

 

 

4.0

 

 

 

5.3

 

 

 

(1.3

)

 

 

(25

)%

 

 

9.3

 

 

 

10.2

 

 

 

(0.9

)

 

 

(9

)%

Total selling, general and administrative

 

$

85.4

 

 

$

81.3

 

 

$

4.1

 

 

 

5

%

 

$

169.2

 

 

$

169.3

 

 

$

(0.1

)

 

 

0

%

SG&A costs increased $4.1 million in the three months ended June 30, 2021 as2022 compared to the same period in the prior year primarily due to cost containment strategies taken in 2020 to reduce the negative impact of the COVID-19 pandemic on the business that were no longer in place for the second quarter of 2021. Higher payroll related costs, increased advertising expense and increased travel expenses contributed to the increase of SG&A costs in both segments. These increases were partiallywas more than offset by a decrease in bad debt expense due to updating our estimate of the impact of the economic downturn associated with the COVID-19 pandemic on the Company’s receivables in the three months ended June 30, 2020.

For the six months ended June 30, 2021, SG&A costs are nearly flat as compared to the same period in the prior year primarily due to decreased bad debt expense of $6.4 million in the Entertainment and Communications segment partially offsetting increased expenses as a result of similar trends impacting the quarter in both segments. Corporate SG&A decreased in both comparable periods in 2021 due to certain expenses that are no longer expected to be incurred as a result of the pending MIP Merger Agreement.

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(dollars in millions)

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Depreciation and amortization expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Entertainment and Communications

 

$

61.6

 

 

$

64.5

 

 

$

(2.9

)

 

 

(4

)%

 

$

122.4

 

 

$

128.4

 

 

$

(6.0

)

 

 

(5

)%

IT Services and Hardware

 

 

10.2

 

 

 

10.2

 

 

 

 

 

 

0

%

 

 

20.3

 

 

 

20.5

 

 

 

(0.2

)

 

 

(1

)%

Corporate

 

 

 

 

 

 

 

 

 

 

n/m

 

 

 

0.1

 

 

 

 

 

 

0.1

 

 

n/m

 

Total depreciation and amortization expense

 

$

71.8

 

 

$

74.7

 

 

$

(2.9

)

 

 

(4

)%

 

$

142.8

 

 

$

148.9

 

 

$

(6.1

)

 

 

(4

)%

Depreciation and amortization expense decreased in the three and six months ended June 30, 2021 compared to the same periods in 2020 primarily due to fewer assets placed in service in connection with the expansion of our fiber network.

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(dollars in millions)

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Other operating costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring and severance related charges

 

$

0.4

 

 

$

0.4

 

 

$

 

 

 

0

%

 

$

0.9

 

 

$

15.6

 

 

$

(14.7

)

 

 

(94

)%

Transaction and integration costs

 

 

1.4

 

 

 

2.5

 

 

 

(1.1

)

 

 

(44

)%

 

 

3.3

 

 

 

31.6

 

 

 

(28.3

)

 

 

(90

)%

Total other operating costs

 

$

1.8

 

 

$

2.9

 

 

$

(1.1

)

 

 

(38

)%

 

$

4.2

 

 

$

47.2

 

 

$

(43.0

)

 

 

(91

)%

Restructuring and severance charges recorded in the three and six months ended June 30, 2021 and 2020 are primarily due to initiatives to reduce and contain costs in the IT Services and Hardware segment. Restructuring and severance charges recorded in the six months ended June 30, 2020 are primarily related to a VSP for certain bargained and management employees in an effort to reduce costs associated with our copper field and network operations in the Entertainment and Communications segment.

Transaction and integration costs incurred in 2021, recorded as a Corporate expense, are primarily associated with the MIP Merger Agreement. Transaction and integration costs incurred in 2020, recorded as a Corporate expense, are primarily due to the termination fee of $24.8 million paid to an affiliate of Brookfield to terminate the Brookfield Merger Agreement in the first quarter of 2020. The Company also incurred transaction and integration costs in the three and six months ended June 30, 2020 associated with the MIP Merger Agreement.



Non-operating Costs

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(dollars in millions)

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Non-operating costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

33.5

 

 

$

33.5

 

 

$

 

 

 

0

%

 

$

65.9

 

 

$

67.2

 

 

$

(1.3

)

 

 

(2

)%

Other components of pension and postretirement benefit plans expense

 

 

1.7

 

 

 

3.8

 

 

 

(2.1

)

 

 

(55

)%

 

 

4.3

 

 

 

6.4

 

 

 

(2.1

)

 

 

(33

)%

Other income, net

 

 

(0.2

)

 

 

(0.2

)

 

 

0.0

 

 

 

 

 

 

 

 

 

(1.0

)

 

 

1.0

 

 

n/m

 

Income tax (benefit) expense

 

 

 

 

 

(1.6

)

 

 

1.6

 

 

n/m

 

 

 

0.4

 

 

 

(23.3

)

 

 

23.7

 

 

n/m

 

Interest expense decreased for the six months ended June 30, 2021 compared to the same period in the prior year due to the decrease in LIBOR rates.operating income.

The income tax provision for the three and six months ended June 30, 2021March 31, 2022 was a benefit of $6.5 million, which is slightly higher than the period’s income at the statutory rate, due primarily to state tax benefit. The income tax provision for the comparable period was an expense while a larger income tax benefitof $0.4 million which was recorded inlower than the comparable period. The difference iscurrent period due to a decrease in thesmaller loss before income taxes a lower estimated annual effective tax rate, and the net effect of discrete items recorded in the current and comparable periods. Most notably, a valuation allowance was recorded in the current period against deferred tax assets related to interest expense that is disallowed for 2021. In the comparable period and a valuation allowance on previously-disallowed interest was released due to favorable temporary provisions of the CARES Act. Thelow estimated annual effective tax rate applied into that loss as the second quarterresult of 2021 is lower than the statutory rate due most notably to the effect of thea valuation allowance applied toon deferred tax assets related to disallowed interest expense.

 


Impact of COVID-19 on Our Business - Update

Beginning in March 2020 and continuing through the first quarter of 2021, our business experienced the effects of the COVID-19 pandemic most significantly due to increased bad debt expense and reduced revenue in certain of our revenue streams. Subsequent to the first quarter of 2021, bad debt expense has returned to pre-pandemic levels and strategic revenue trends are normalized and improving. Starting in 2021 we started to experience logistics challenges in obtaining inventory in a timely manner due to demand exceeding the supply of certain inventory products which continues to impact operations in the first quarter of 2022. Additionally, access to skilled employees and contractors may create delays or increased costs in the planned build-out of the fiber network in both geographies.


 

Entertainment and CommunicationsNetwork

The Entertainment and CommunicationsNetwork segment provides products and services that can beare categorized as eitherFioptics, previously referred to as “Consumer/SMB Fiber” in Hawaii and collectively with Fioptics in Cincinnati, or Consumer/SMB Fiber in Hawaii (collectively, "Consumer/SMB Fiber"), Enterprise Fiber or Legacy. Cincinnati Bell Telephone Company LLC ("CBT"), a subsidiary of the Company, is the incumbent local exchange carrier ("ILEC") for a geography that covers a radius of approximately 25 miles around Cincinnati, Ohio, and includes parts of northern Kentucky and southeastern Indiana. CBT has operated in this territory for over 145approximately 150 years. Voice and data services in the Enterprise Fiber and Legacy categories that are delivered beyond the Company's ILEC territory, particularly in Dayton and Mason, Ohio, are provided through the operations of Cincinnati Bell Extended Territories LLC ("CBET"), a subsidiary of CBT. On July 2, 2018, the Company acquired Hawaiian Telcom. Hawaiian Telcom is the ILEC for the State of Hawaii and the largest full-service provider of communications services and products in the state. Originally incorporated in Hawaii in 1883 as Mutual Telephone Company, Hawaiian Telcom has a strong heritage of over 135 years as Hawaii’s communications carrier. Its services are offered on all of Hawaii’s major islands, except its video service, which currently is only available on the island of Oahu.

Consumer/SMB FiberFioptics products include high-speed internet access, categorized below as data, voice lines and video.video as well as subsidized fiber build project revenue included in Other related to extending the Company’s fiber network in the Greater Cincinnati territory subsidized through our UniCity program. The Company is able to deliver speeds of up to 30 megabits or more to approximately 75%80% of Greater Cincinnati and up to 20 megabits or more to approximately 50%55% of Hawaii's total addressable market.

Enterprise Fiber products include metro-ethernet, dedicated internet access, wavelength, IRU contracts, and wireless backhaul to macro-towers and small cell. Hawaiian Telcom Enterprise Fiber revenue also includes revenue from the SEA-US cable. As enterprise customers migrate from legacy products and copper-based technology, our metro-ethernet product becomes the preferred method of transport due to its ability to support multiple applications on a single physical connection.

Legacy products include traditional voice lines, consumer long distance, switched access, digital trunking, DSL, DS0, DS1, DS3 and other value-added services such as caller identification, voicemail, call waiting and call return.

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

 

 

(dollars in millions)

 

2021

 

 

2020

 

 

Change

 

 

% Change

 

 

2021

 

 

2020

 

 

Change

 

 

% Change

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

 

Change

 

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

$

121.6

 

 

$

119.7

 

 

$

1.9

 

 

 

2

%

 

$

242.9

 

 

$

239.0

 

 

$

3.9

 

 

 

2

%

 

$

126.1

 

 

 

$

121.3

 

 

$

4.8

 

 

 

4

%

Video

 

 

47.9

 

 

 

48.3

 

 

 

(0.4

)

 

 

(1

)%

 

 

96.5

 

 

 

97.0

 

 

 

(0.5

)

 

 

(1

)%

 

 

48.6

 

 

 

 

48.6

 

 

 

0.0

 

 

 

0

%

Voice

 

 

64.6

 

 

 

64.1

 

 

 

0.5

 

 

 

1

%

 

 

130.5

 

 

 

132.1

 

 

 

(1.6

)

 

 

(1

)%

 

 

59.3

 

 

 

 

65.9

 

 

 

(6.6

)

 

 

(10

)%

Other

 

 

6.9

 

 

 

7.6

 

 

 

(0.7

)

 

 

(9

)%

 

 

13.9

 

 

 

15.4

 

 

 

(1.5

)

 

 

(10

)%

 

 

9.5

 

 

 

 

7.0

 

 

 

2.5

 

 

 

36

%

Total Revenue

 

 

241.0

 

 

 

239.7

 

 

 

1.3

 

 

 

1

%

 

 

483.8

 

 

 

483.5

 

 

 

0.3

 

 

 

0

%

 

 

243.5

 

 

 

 

242.8

 

 

 

0.7

 

 

 

0

%

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services and products

 

 

108.0

 

 

 

103.9

 

 

 

4.1

 

 

 

4

%

 

 

218.1

 

 

 

211.9

 

 

 

6.2

 

 

 

3

%

 

 

108.0

 

 

 

 

110.1

 

 

 

(2.1

)

 

 

(2

)%

Selling, general and administrative

 

 

43.8

 

 

 

40.8

 

 

 

3.0

 

 

 

7

%

 

 

84.4

 

 

 

85.8

 

 

 

(1.4

)

 

 

(2

)%

 

 

45.2

 

 

 

 

40.6

 

 

 

4.6

 

 

 

11

%

Depreciation and amortization

 

 

61.6

 

 

 

64.5

 

 

 

(2.9

)

 

 

(4

)%

 

 

122.4

 

 

 

128.4

 

 

 

(6.0

)

 

 

(5

)%

 

 

93.4

 

 

 

 

60.8

 

 

 

32.6

 

 

 

54

%

Restructuring and severance charges

 

 

(0.5

)

 

 

 

 

 

(0.5

)

 

n/m

 

 

 

(0.5

)

 

 

14.8

 

 

 

(15.3

)

 

n/m

 

Total operating costs and expenses

 

 

212.9

 

 

 

209.2

 

 

 

3.7

 

 

 

2

%

 

 

424.4

 

 

 

440.9

 

 

 

(16.5

)

 

 

(4

)%

 

 

246.6

 

 

 

 

211.5

 

 

 

35.1

 

 

 

17

%

Operating income

 

$

28.1

 

 

$

30.5

 

 

$

(2.4

)

 

 

(8

)%

 

$

59.4

 

 

$

42.6

 

 

$

16.8

 

 

 

39

%

Operating (loss) income

 

$

(3.1

)

 

 

$

31.3

 

 

$

(34.4

)

 

n/m

 

Operating margin

 

 

11.7

%

 

 

12.7

%

 

 

 

 

 

(1.0) pts

 

 

 

12.3

%

 

 

8.8

%

 

 

 

 

 

3.5 pts

 

 

 

(1.3

)%

 

 

 

12.9

%

 

 

 

 

 

(14.2) pts

 

Capital expenditures

 

$

52.8

 

 

$

42.2

 

 

 

10.6

 

 

 

25

%

 

$

107.8

 

 

$

86.6

 

 

 

21.2

 

 

 

24

%

 

$

81.5

 

 

 

$

55.0

 

 

$

26.5

 

 

 

48

%


 

Entertainment and Communications,Network, continued

 

June 30,

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

 

 

Metrics information (in thousands):

 

2021

 

 

2020

 

 

Change

 

 

% Change

 

 

March 31, 2022

 

 

 

March 31, 2021

 

 

Change

 

 

% Change

 

Cincinnati

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fioptics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Internet FTTP*

 

 

249.7

 

 

 

230.6

 

 

 

19.1

 

 

 

8

%

 

 

267.5

 

 

 

 

244.4

 

 

 

23.1

 

 

 

9

%

Internet FTTN*

 

 

24.6

 

 

 

28.9

 

 

 

(4.3

)

 

 

(15

)%

 

 

19.9

 

 

 

 

25.8

 

 

 

(5.9

)

 

 

(23

)%

Total Fioptics Internet

 

 

274.3

 

 

 

259.5

 

 

 

14.8

 

 

 

6

%

 

 

287.4

 

 

 

 

270.2

 

 

 

17.2

 

 

 

6

%

Video

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Video FTTP*

 

 

106.1

 

 

 

109.7

 

 

 

(3.6

)

 

 

(3

)%

 

 

105.4

 

 

 

 

106.0

 

 

 

(0.6

)

 

 

(1

)%

Video FTTN*

 

 

19.3

 

 

 

21.4

 

 

 

(2.1

)

 

 

(10

)%

 

 

16.1

 

 

 

 

19.9

 

 

 

(3.8

)

 

 

(19

)%

Total Fioptics Video

 

 

125.4

 

 

 

131.1

 

 

 

(5.7

)

 

 

(4

)%

 

 

121.5

 

 

 

 

125.9

 

 

 

(4.4

)

 

 

(3

)%

Voice

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fioptics Voice Lines

 

 

102.4

 

 

 

105.3

 

 

 

(2.9

)

 

 

(3

)%

 

 

100.7

 

 

 

 

102.6

 

 

 

(1.9

)

 

 

(2

)%

Fioptics Units Passed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Units passed FTTP*

 

 

502.7

 

 

 

489.6

 

 

 

13.1

 

 

 

3

%

 

 

554.3

 

 

 

 

503.0

 

 

 

51.3

 

 

 

10

%

Units passed FTTN*

 

 

135.4

 

 

 

138.6

 

 

 

(3.2

)

 

 

(2

)%

 

 

122.1

 

 

 

 

137.6

 

 

 

(15.5

)

 

 

(11

)%

Total Fioptics units passed

 

 

638.1

 

 

 

628.2

 

 

 

9.9

 

 

 

2

%

 

 

676.4

 

 

 

 

640.6

 

 

 

35.8

 

 

 

6

%

Enterprise Fiber

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ethernet Bandwidth (Gb)

 

 

7,075

 

 

 

5,756

 

 

 

1,319

 

 

 

23

%

 

 

7,233

 

 

 

 

6,797

 

 

 

436

 

 

 

6

%

Legacy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DSL

 

 

58.0

 

 

 

62.7

 

 

 

(4.7

)

 

 

(7

)%

 

 

49.1

 

 

 

 

60.8

 

 

 

(11.7

)

 

 

(19

)%

Voice

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legacy Voice Lines

 

 

165.2

 

 

 

186.4

 

 

 

(21.2

)

 

 

(11

)%

 

 

150.0

 

 

 

 

170.5

 

 

 

(20.5

)

 

 

(12

)%

 

*

Fiber-to-the-Premise (FTTP), Fiber-to-the-Node (FTTN)


 

Entertainment and Communications,Network, continued

 

 

June 30,

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

 

 

Metrics information (in thousands):

 

2021

 

 

2020

 

 

Change

 

 

% Change

 

 

March 31, 2022

 

 

 

March 31, 2021

 

 

Change

 

 

% Change

 

Hawaii

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer / SMB Fiber

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fioptics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Internet FTTP*

 

 

62.6

 

 

 

57.4

 

 

 

5.2

 

 

 

9

%

 

 

66.2

 

 

 

 

61.4

 

 

 

4.8

 

 

 

8

%

Internet FTTN*

 

 

9.6

 

 

 

12.1

 

 

 

(2.5

)

 

 

(21

)%

 

 

8.1

 

 

 

 

10.3

 

 

 

(2.2

)

 

 

(21

)%

Total Consumer / SMB Fiber Internet

 

 

72.2

 

 

 

69.5

 

 

 

2.7

 

 

 

4

%

Total Fioptics Internet

 

 

74.3

 

 

 

 

71.7

 

 

 

2.6

 

 

 

4

%

Video

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Video FTTP*

 

 

29.5

 

 

 

31.0

 

 

 

(1.5

)

 

 

(5

)%

 

 

28.8

 

 

 

 

30.0

 

 

 

(1.2

)

 

 

(4

)%

Video FTTN*

 

 

8.9

 

 

 

11.8

 

 

 

(2.9

)

 

 

(25

)%

 

 

7.9

 

 

 

 

9.8

 

 

 

(1.9

)

 

 

(19

)%

Total Consumer / SMB Fiber Video

 

 

38.4

 

 

 

42.8

 

 

 

(4.4

)

 

 

(10

)%

Total Fioptics Video

 

 

36.7

 

 

 

 

39.8

 

 

 

(3.1

)

 

 

(8

)%

Voice

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer / SMB Fiber Voice Lines

 

 

28.7

 

 

 

29.9

 

 

 

(1.2

)

 

 

(4

)%

Consumer / SMB Fiber Units Passed **

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fioptics Voice Lines

 

 

28.6

 

 

 

 

29.4

 

 

 

(0.8

)

 

 

(3

)%

Fioptics Units Passed **

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Units passed FTTP*

 

 

195.0

 

 

 

176.2

 

 

 

18.8

 

 

 

11

%

 

 

224.2

 

 

 

 

189.3

 

 

 

34.9

 

 

 

18

%

Units passed FTTN*

 

 

68.3

 

 

 

72.5

 

 

 

(4.2

)

 

 

(6

)%

 

 

62.7

 

 

 

 

69.3

 

 

 

(6.6

)

 

 

(10

)%

Total Consumer / SMB Fiber units passed

 

 

263.3

 

 

 

248.7

 

 

 

14.6

 

 

 

6

%

Total Fioptics units passed

 

 

286.9

 

 

 

 

258.6

 

 

 

28.3

 

 

 

11

%

Enterprise Fiber

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ethernet Bandwidth (Gb)

 

 

4,027

 

 

 

3,691

 

 

 

336

 

 

 

9

%

 

 

4,270

 

 

 

 

3,978

 

 

 

292

 

 

 

7

%

Legacy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DSL

 

 

33.3

 

 

 

40.3

 

 

 

(7.0

)

 

 

(17

)%

 

 

28.7

 

 

 

 

34.9

 

 

 

(6.2

)

 

 

(18

)%

Voice

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legacy Voice Lines

 

 

150.4

 

 

 

165.1

 

 

 

(14.7

)

 

 

(9

)%

 

 

134.3

 

 

 

 

155.6

 

 

 

(21.3

)

 

 

(14

)%

 

*

Fiber-to-the-Premise (FTTP), Fiber-to-the-Node (FTTN)

**

Includes units passed for both consumer and business on Oahu and neighboring islands.


 

Entertainment and Communications,Network, continued

Revenue

 

 

 

Three Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer / SMB Fiber *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

$

46.6

 

 

$

10.2

 

 

$

56.8

 

 

$

42.1

 

 

$

8.9

 

 

$

51.0

 

Video

 

 

38.8

 

 

 

9.1

 

 

 

47.9

 

 

 

38.8

 

 

 

9.5

 

 

 

48.3

 

Voice

 

 

8.6

 

 

 

2.9

 

 

 

11.5

 

 

 

7.2

 

 

 

2.7

 

 

 

9.9

 

Other

 

 

0.3

 

 

 

 

 

 

0.3

 

 

 

0.4

 

 

 

0.2

 

 

 

0.6

 

 

 

 

94.3

 

 

 

22.2

 

 

 

116.5

 

 

 

88.5

 

 

 

21.3

 

 

 

109.8

 

Enterprise Fiber

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

21.1

 

 

 

10.7

 

 

 

31.8

 

 

 

21.7

 

 

 

10.0

 

 

 

31.7

 

Legacy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

21.3

 

 

 

11.7

 

 

 

33.0

 

 

 

23.8

 

 

 

13.2

 

 

 

37.0

 

Voice

 

 

26.5

 

 

 

26.6

 

 

 

53.1

 

 

 

28.3

 

 

 

25.9

 

 

 

54.2

 

Other

 

 

3.3

 

 

 

3.3

 

 

 

6.6

 

 

 

3.0

 

 

 

4.0

 

 

 

7.0

 

 

 

 

51.1

 

 

 

41.6

 

 

 

92.7

 

 

 

55.1

 

 

 

43.1

 

 

 

98.2

 

Total Entertainment and Communications revenue

 

$

166.5

 

 

$

74.5

 

 

$

241.0

 

 

$

165.3

 

 

$

74.4

 

 

$

239.7

 

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer / SMB Fiber *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

$

91.6

 

 

$

20.4

 

 

$

112.0

 

 

$

83.0

 

 

$

17.4

 

 

$

100.4

 

Video

 

 

78.2

 

 

 

18.3

 

 

 

96.5

 

 

 

77.6

 

 

 

19.4

 

 

 

97.0

 

Voice

 

 

17.2

 

 

 

5.8

 

 

 

23.0

 

 

 

16.1

 

 

 

5.4

 

 

 

21.5

 

Other

 

 

0.5

 

 

 

 

 

 

0.5

 

 

 

0.7

 

 

 

0.4

 

 

 

1.1

 

 

 

 

187.5

 

 

 

44.5

 

 

 

232.0

 

 

 

177.4

 

 

 

42.6

 

 

 

220.0

 

Enterprise Fiber

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

42.2

 

 

 

21.2

 

 

 

63.4

 

 

 

42.9

 

 

 

20.4

 

 

 

63.3

 

Legacy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

43.8

 

 

 

23.7

 

 

 

67.5

 

 

 

48.2

 

 

 

27.1

 

 

 

75.3

 

Voice

 

 

53.9

 

 

 

53.6

 

 

 

107.5

 

 

 

57.8

 

 

 

52.8

 

 

 

110.6

 

Other

 

 

6.9

 

 

 

6.5

 

 

 

13.4

 

 

 

6.2

 

 

 

8.1

 

 

 

14.3

 

 

 

 

104.6

 

 

 

83.8

 

 

 

188.4

 

 

 

112.2

 

 

 

88.0

 

 

 

200.2

 

Total Entertainment and Communications revenue

 

$

334.3

 

 

$

149.5

 

 

$

483.8

 

 

$

332.5

 

 

$

151.0

 

 

$

483.5

 

*

Represents Fioptics in Cincinnati


 

 

Successor

 

 

 

Predecessor

 

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fioptics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

$

51.3

 

 

$

10.8

 

 

$

62.1

 

 

 

$

45.0

 

 

$

10.2

 

 

$

55.2

 

Video

 

 

39.5

 

 

 

9.1

 

 

 

48.6

 

 

 

 

39.4

 

 

 

9.2

 

 

 

48.6

 

Voice

 

 

8.5

 

 

 

2.8

 

 

 

11.3

 

 

 

 

8.6

 

 

 

2.9

 

 

 

11.5

 

Other

 

 

3.5

 

 

 

 

 

 

3.5

 

 

 

 

0.2

 

 

 

 

 

 

0.2

 

 

 

 

102.8

 

 

 

22.7

 

 

 

125.5

 

 

 

 

93.2

 

 

 

22.3

 

 

 

115.5

 

Enterprise Fiber

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

21.5

 

 

 

11.7

 

 

 

33.2

 

 

 

 

21.1

 

 

 

10.5

 

 

 

31.6

 

Legacy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Data

 

 

19.3

 

 

 

11.5

 

 

 

30.8

 

 

 

 

22.5

 

 

 

12.0

 

 

 

34.5

 

Voice

 

 

23.7

 

 

 

24.3

 

 

 

48.0

 

 

 

 

27.4

 

 

 

27.0

 

 

 

54.4

 

Other

 

 

3.8

 

 

 

2.2

 

 

 

6.0

 

 

 

 

3.6

 

 

 

3.2

 

 

 

6.8

 

 

 

 

46.8

 

 

 

38.0

 

 

 

84.8

 

 

 

 

53.5

 

 

 

42.2

 

 

 

95.7

 

Total Network revenue

 

$

171.1

 

 

$

72.4

 

 

$

243.5

 

 

 

$

167.8

 

 

$

75.0

 

 

$

242.8

 

 

Entertainment and Communications, continuedFioptics

Cincinnati Fioptics and Hawaii Consumer/SMB Fiber (collectively, "Consumer/SMB Fiber")

Consumer/SMB Fiber revenue increased $6.7 million and $12.0 million for the three and six months ended June 30, 2021 asMarch 31, 2022 increased $10.0 million compared to the same periodsperiod in the prior year as the increase in the subscriber base for internet more than offset the decline in video and voice subscribers. The internet subscriber base continues to increase as we focus our attention on growing the internet FTTP subscriber base. In addition, the Average Revenue Per User (“ARPU”) for the three months and six months ended June 30, 2021March 31, 2022 increased for internet in both Cincinnati by 8% and nominally in Hawaii compared to the same periodsperiod in 20202021 primarily due to price increases and more customers subscribing to higher broadband tiers. Voice revenueVideo ARPU also increased primarily due to revenue associated with customer surcharges related to increased regulatory fees which more than offset the decline in voice subscribers. In Cincinnati, Video ARPU increased 5% and 6% in the three and six months ended June 30, 2021,March 31, 2022 in Cincinnati and Hawaii by 4% and 5%, respectively, as compared to the comparable periodsperiod in the prior year which offset the decline in video subscribers. Video ARPU increases are related to price increases as well as the change in the mix of subscribers. Consumer/SMB FiberOther revenue was also unfavorably impacted inincreased for the three months ended June 30, 2020March 31, 2022 compared to the same period in 2021 primarily due to a declinerevenue associated with fiber build projects in certain nonrecurring revenue as a result of the Company’s participation in the Pledge.Cincinnati.

Enterprise Fiber

Enterprise Fiber revenue was nearly flatfor the three and six months ended June 30, 2021 asMarch 31, 2022 increased $1.6 million compared to the same periodscomparable period in 2020. the prior year. Increased revenue as a result of customers migrating from legacy product offerings to higher bandwidth fiber solutions, as evidenced by the 23%6% and 9%7% increases in Ethernet Bandwidth in Cincinnati and Hawaii, respectively, was offset by pricing pressures to provide higher speeds at a lower cost.

Legacy

Legacy revenue decreased $10.9 million for the three and six months ended June 30, 2021 asMarch 31, 2022 compared to the same periodsperiod in the prior year2021 due to the decline in voice lines and DSL subscribers. Voice lines declined 11%12% and 9%14% in Cincinnati and Hawaii, respectively, as the traditional voice lines become less relevant. DSL subscribers decreased by 7%19% and 17%18% in Cincinnati and Hawaii, respectively, as subscribers demand the higher speeds that can be provided by fiber. In addition, declines in DS1, DS3 and digital trunking have contributed to the revenue decline for these products in 2021 compared to the same period in the prior year as customers migrate away from these solutions to fiber-based solutions.


Network, continued

Operating Costs and Expenses

Cost of services and products increased $4.1 million and $6.2 million for the three and six months ended June 30, 2021, respectively, asMarch 31, 2022 decreased $2.1 million compared to the same periodscomparable period in the prior year2021 primarily due to increasesdecreases in payroll related costs, operating taxes and contract services and payroll benefits expense which were partially offset by a decrease in payroll related costs. Thean increase in operating taxes is due to increased regulatory fees as well as lower operating taxes in the prior year due to favorable audit results that resulted in a nonrecurring benefit of $1.9materials. Payroll related costs decreased $1.0 million and $4.2 million in the three and six months ended June 30, 2020, respectively. Contract services increased $0.5 million and $2.2 million in the three and six months ended June 30, 2021, respectively, compared to the same periods in the prior year primarily due to outsourcing certain functions in the prior year as well as a significant general liability insurance claim incurred in the first quarter of 2021. Payroll benefits expense increased due to higherlower healthcare expense and workers compensation expense in each of the comparable periods.costs. The decrease in payroll related costs isoperating taxes of $1.4 million was due to lower regulatory fees. Contract services decreased headcount as a result of restructuring activities executed in prior years.

SG&A expenses increased $3.0$0.8 million for the three months ended June 30, 2021 as compared to the same period in 2020 due to decreased bad debt expense of $2.3 million compared the three months ended June 30, 2020 which was more than offset by increased payroll related costs as a result of additional headcount and higher healthcare costs of $1.9 million, increased advertising of $1.6 million as the Company delayed certain marketing campaigns and promotional events in 2020 and other nonrecurring savings realized in the three months ended June 30, 2020 as a result of cost containment strategies implemented to reduce the negative impact of the COVID-19 pandemic on the business. The decrease in bad debt expense is a result of updating our estimate of the impact of the economic downturn associated with the COVID-19 pandemic on the Company’s receivables in the three months ended June 30, 2020 as well as increased focus on collection efforts.

SG&A expenses decreased $1.4 million for the six months ended June 30, 2021 asMarch 31, 2022 compared to the same period in the prior year primarily due to decreased bad debt expense of $6.4 million compared to the six months ended June 30, 2020 as a result of updating our estimate in the second quarter of 2020 as well as focus on collection efforts and favorable resolution of reserved balancessignificant general insurance liability claim incurred in the first quarter of 2021. For the three months ended March 31, 2022, operating materials increased $1.9 million compared to the same period in 2021 as a result of increased purchases associated with a significant wiring project and the expansion of our fiber network.

SG&A expenses increased $4.6 million for the three months ended March 31, 2022 compared to the same period in 2021 due primarily to increases in contract services, advertising and bad debt expense. Increased contract services of $1.6 million is due to higher utilization of outside contractors on certain specialized projects, legal expense incurred in the first quarter of 2022 related to regulatory matters associated with the fiber network build as well as expense associated with a legal dispute in Hawaii. The increase in advertising costs of $1.0 million is due to increased marketing campaigns and promotional events. Bad debt expense increased $0.8 million for the three months ended March 31, 2022 compared to the same period in the prior year primarily due to lower expense in the first quarter of 2021 as a result of focus on collection efforts for aged receivables of customers who did not pay their bills timely due to an inability to pay caused by the COVID-19 pandemic and favorable resolution in the first quarter of 2021 of reserved balances associated with a customer that filed for bankruptcy in a prior period. The decrease in bad debt expense was partially offset by increases resulting from similar trends impacting the three months ended June 30, 2021.

Depreciation and amortization expense decreased inincreased $32.6 million for the three and six months ended June 30, 2021March 31, 2022 compared to the same periodscomparable period in the prior year primarily due to fewer assets placed in service in connection withadditional expense incurred subsequent to the expansionMerger Date related to the increased value of our fiber network.property, plant and equipment and intangibles as a result of recording amounts at fair value.



 

Entertainment and Communications,Network, continued

Restructuring and severance charge reversals recorded in the three months ended June 30, 2021 are due to employees that transitioned to new positions in the Company and were previously included in the VSP offered in the first quarter of 2020. Restructuring and severance charges recorded in the six months ended June 30, 2020 are primarily related to a VSP for certain bargained and management employees in an effort to continue to reduce costs associated with our copper field and network operations.

Capital Expenditures

 

 

Three Months Ended June 30,

 

 

Successor

 

 

 

Predecessor

 

 

2021

 

 

2020

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

Consumer / SMB Fiber capital expenditures *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fioptics capital expenditures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

7.2

 

 

$

6.3

 

 

$

13.5

 

 

$

4.7

 

 

$

2.6

 

 

$

7.3

 

 

$

25.1

 

 

$

9.5

 

 

$

34.6

 

 

 

$

6.5

 

 

$

4.8

 

 

$

11.3

 

Installation

 

 

12.1

 

 

 

3.5

 

 

 

15.6

 

 

 

7.8

 

 

 

3.5

 

 

 

11.3

 

 

 

10.9

 

 

 

5.1

 

 

 

16.0

 

 

 

 

11.2

 

 

 

3.1

 

 

 

14.3

 

Other

 

 

0.8

 

 

 

0.3

 

 

 

1.1

 

 

 

3.4

 

 

 

 

 

 

3.4

 

 

 

2.0

 

 

 

0.3

 

 

 

2.3

 

 

 

 

1.7

 

 

 

0.1

 

 

 

1.8

 

Total Consumer / SMB Fiber

 

 

20.1

 

 

 

10.1

 

 

 

30.2

 

 

 

15.9

 

 

 

6.1

 

 

 

22.0

 

Total Fioptics

 

 

38.0

 

 

 

14.9

 

 

 

52.9

 

 

 

 

19.4

 

 

 

8.0

 

 

 

27.4

 

Enterprise Fiber

 

 

4.0

 

 

 

3.8

 

 

 

7.8

 

 

 

1.8

 

 

 

2.8

 

 

 

4.6

 

 

 

2.7

 

 

 

3.6

 

 

 

6.3

 

 

 

 

8.9

 

 

 

3.7

 

 

 

12.6

 

Other

 

 

6.7

 

 

 

8.1

 

 

 

14.8

 

 

 

9.1

 

 

 

6.5

 

 

 

15.6

 

 

 

9.5

 

 

 

12.8

 

 

 

22.3

 

 

 

 

6.4

 

 

 

8.6

 

 

 

15.0

 

Total Entertainment and Communications capital expenditures

 

$

30.8

 

 

$

22.0

 

 

$

52.8

 

 

$

26.8

 

 

$

15.4

 

 

$

42.2

 

Total Network capital expenditures

 

$

50.2

 

 

$

31.3

 

 

$

81.5

 

 

 

$

34.7

 

 

$

20.3

 

 

$

55.0

 

 

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

 

Cincinnati

 

 

Hawaii

 

 

Total

 

Consumer / SMB Fiber capital expenditures *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

13.7

 

 

$

11.1

 

 

$

24.8

 

 

$

8.0

 

 

$

5.4

 

 

$

13.4

 

Installation

 

 

23.3

 

 

 

6.6

 

 

 

29.9

 

 

 

16.7

 

 

 

7.2

 

 

 

23.9

 

Other

 

 

2.5

 

 

 

0.4

 

 

 

2.9

 

 

 

4.5

 

 

 

0.1

 

 

 

4.6

 

Total Consumer / SMB Fiber

 

 

39.5

 

 

 

18.1

 

 

 

57.6

 

 

 

29.2

 

 

 

12.7

 

 

 

41.9

 

Enterprise Fiber

 

 

12.9

 

 

 

7.5

 

 

 

20.4

 

 

 

4.4

 

 

 

5.5

 

 

 

9.9

 

Other

 

 

13.1

 

 

 

16.7

 

 

 

29.8

 

 

 

17.0

 

 

 

17.8

 

 

 

34.8

 

Total Entertainment and Communications capital expenditures

 

$

65.5

 

 

$

42.3

 

 

$

107.8

 

 

$

50.6

 

 

$

36.0

 

 

$

86.6

 

*

Represents Fioptics in Cincinnati

Capital expenditures in Cincinnati are incurred to expand our Fioptics product suite, upgrade and increase capacity for our networks, and to extend the life of our fiber and copper networks. The Company is focused on expanding our FTTP footprint, and in the first quarter of 2022, we passed an additional 23,500 FTTP addresses in Cincinnati. As of June 30, 2021,March 31, 2022, the Company is able to deliver its Fioptics services with speeds up to 30 megabits or more to approximately 638,100676,400 residential and commercial addresses, or 75%80% of our operating territory in Cincinnati. Cincinnati construction capital expenditures increased $2.5 million and $5.7 million infor the three and six months ended June 30, 2021, respectively, asMarch 31, 2022 increased $18.6 million compared to the same periodsperiod in 20202021 due to passing more addresses in 20212022 and the timing of capital expenditures, which does not necessarily coincide with the timing of when addresses become available. The increase in Consumer/SMB Fiber units passed in 2021 was partially offset due to decommissioning a legacy video platform, thereby disqualifying 13,000 addresses and resulting in sequential decline compared to March 31, 2021. Cincinnati installation capital expenditures are primarily related to the timing of expenditures for customer premise equipment (“CPE”) utilized for installations. In the three and six months ended June 30, 2021,March 31, 2022, Cincinnati installation capital expenditures increased $4.3 million and $6.6decreased $0.3 million compared to the same periodscomparable period in 20202021 primarily due to higher volume ofless CPE purchased.

Enterprise Fiber capital expenditures in Cincinnati are related to success-based fiber builds, including associated equipment, for enterprise and carrier projects to provide ethernet services as well as network refresh projects that ensure we continue to grow our capacity and services within the network core. Cincinnati Enterprise Fiber capital expenditures increased $2.2 million and $8.5decreased $6.2 million in the three and six months ended June 30, 2021, respectively, asMarch 31, 2022 compared to the same periodsperiod in the prior year primarily due to increased spendexpenditures incurred in the first quarter of 2021 associated with a scheduled network refresh project. Other capital expenditures are related to IT projects, cable and equipment maintenance and capacity additions, real estate upgrades and maintenance, plus other minor capital purchases.



Entertainment and Communications, continued

Hawaii construction capital expenditures increased $3.7 million and $5.7 million for the three and six months ended June 30, 2021, respectively, asMarch 31, 2022 increased $4.7 million compared to the same periodsperiod in the prior year due to building out 4,7007,600 new addresses in the secondfirst quarter of 2021,2022, primarily in rural areas and on the neighbor islands, and 9,000 new addresses in the six months ended June 30, 2021.islands. Hawaii installation capital expenditures decreased $0.6increased $2.0 million in the sixthree months ended June 30, 2021 asMarch 31, 2022 compared to the comparable period in 20202021 primarily due to lower volume of CPE purchased and less video installations.increased internet installations on the neighbor islands. Enterprise fiber capital in Hawaii is primarily driven by new ethernet customers. Hawaii capital expenditures classified as Other include IT projects, real estate projects, road jobs or plant damage projects, and network upgrades or optimization projects.



IT Services and Hardware

The IT Services and Hardware segment provides end-to-end IT solutions ranging from consulting to implementation to ongoing optimization of existing technology.optimization. These solutions include Cloud, Communications and Consulting services along with the sale and maintenance of major branded Telecom and IT hardware reported as Infrastructure Solutions. These services and products are provided through the Company's subsidiaries in various geographic areas throughout the United States, Canada and Europe. By offering a full range of equipment and strategic services in conjunction with the Company’s fiber and copper networks, the IT Services and Hardware segment provides our customers personalized solutions designed to meet their business objectives.

Cloud services include the design, implementation and on-going management of the customer’s infrastructure. This includes on-premise, public cloud and private cloud solutions. The Company assists customers with the risk assessment phase through an in-depth understanding of the customer’s business as well as buildingdesigning and designingbuilding a solution, using either the customer's existing infrastructure or new cloud based options that transformstransform the way that the customer does business.

Communications solutions help to transform the way our customers do business by connecting employees, customers, and business partners. By upgrading legacy technologies through customized build projects and reducing customer costs, the Company helps to transform the customer’s business. These services include Unified Communications as a Service ("UCaaS"), Software-Defined Wide Area Network ("SD-WAN"), Network as a Service ("NaaS"), Contact Center and Collaboration.

Using our experience and expertise, Infrastructure Solutions are tailored to our customers’ organizational goals. We offer a complete portfolio of services that provide customers with efficient and optimized IT solutions that are agile and responsive to their business and are integrated, simplified and manageable. Through consulting with customers, the Company will build a solution using standard manufacturer equipment to meet our customers’ specific requirements.

Consulting services help customers assess their business and technology needs and provide the talent needed to ensure success. The Company is a premier provider of application services and IT staffing.

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

 

 

(dollars in millions)

 

2021

 

 

2020

 

 

Change

 

 

% Change

 

 

2021

 

 

2020

 

 

Change

 

 

% Change

 

 

Three Months Ended March 31, 2022

 

 

 

Three Months Ended March 31, 2021

 

 

Change

 

 

% Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting

 

$

71.6

 

 

$

47.2

 

 

$

24.4

 

 

 

52

%

 

$

137.1

 

 

$

89.1

 

 

$

48.0

 

 

 

54

%

 

$

83.4

 

 

 

$

65.5

 

 

$

17.9

 

 

 

27

%

Cloud

 

 

24.3

 

 

 

20.4

 

 

 

3.9

 

 

 

19

%

 

 

47.7

 

 

 

41.9

 

 

 

5.8

 

 

 

14

%

 

 

24.6

 

 

 

 

23.4

 

 

 

1.2

 

 

 

5

%

Communications

 

 

55.0

 

 

 

55.2

 

 

 

(0.2

)

 

 

0

%

 

 

109.0

 

 

 

106.4

 

 

 

2.6

 

 

 

2

%

 

 

54.9

 

 

 

 

54.0

 

 

 

0.9

 

 

 

2

%

Infrastructure Solutions

 

 

29.0

 

 

 

24.2

 

 

 

4.8

 

 

 

20

%

 

 

59.9

 

 

 

51.9

 

 

 

8.0

 

 

 

15

%

 

 

35.9

 

 

 

 

30.9

 

 

 

5.0

 

 

 

16

%

Total revenue

 

 

179.9

 

 

 

147.0

 

 

 

32.9

 

 

 

22

%

 

 

353.7

 

 

 

289.3

 

 

 

64.4

 

 

 

22

%

 

 

198.8

 

 

 

 

173.8

 

 

 

25.0

 

 

 

14

%

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services and products

 

 

123.3

 

 

 

95.9

 

 

 

27.4

 

 

 

29

%

 

 

239.8

 

 

 

187.5

 

 

 

52.3

 

 

 

28

%

 

 

136.8

 

 

 

 

116.5

 

 

 

20.3

 

 

 

17

%

Selling, general and administrative

 

 

37.9

 

 

 

35.4

 

 

 

2.5

 

 

 

7

%

 

 

76.0

 

 

 

73.7

 

 

 

2.3

 

 

 

3

%

 

 

40.0

 

 

 

 

38.1

 

 

 

1.9

 

 

 

5

%

Depreciation and amortization

 

 

10.2

 

 

 

10.2

 

 

 

 

 

 

0

%

 

 

20.3

 

 

 

20.5

 

 

 

(0.2

)

 

 

(1

)%

 

 

26.0

 

 

 

 

10.1

 

 

 

15.9

 

 

n/m

 

Restructuring and severance related charges

 

 

0.9

 

 

 

0.3

 

 

 

0.6

 

 

n/m

 

 

 

1.4

 

 

 

0.7

 

 

 

0.7

 

 

n/m

 

 

 

0.9

 

 

 

 

0.5

 

 

 

0.4

 

 

 

80

%

Total operating costs and expenses

 

 

172.3

 

 

 

141.8

 

 

 

30.5

 

 

 

22

%

 

 

337.5

 

 

 

282.4

 

 

 

55.1

 

 

 

20

%

 

 

203.7

 

 

 

 

165.2

 

 

 

38.5

 

 

 

23

%

Operating income

 

$

7.6

 

 

$

5.2

 

 

$

2.4

 

 

 

46

%

 

$

16.2

 

 

$

6.9

 

 

$

9.3

 

 

n/m

 

Operating loss (income)

 

$

(4.9

)

 

 

$

8.6

 

 

$

(13.5

)

 

n/m

 

Operating margin

 

 

4.2

%

 

 

3.5

%

 

 

 

 

 

0.7 pts

 

 

 

4.6

%

 

 

2.4

%

 

 

 

 

 

2.2 pts

 

 

 

(2.5

)%

 

 

 

4.9

%

 

 

 

 

 

(7.4) pts

 

Capital expenditures

 

$

6.2

 

 

$

6.3

 

 

$

(0.1

)

 

 

(2

)%

 

$

11.9

 

 

$

12.8

 

 

$

(0.9

)

 

 

(7

)%

 

$

6.3

 

 

 

$

5.7

 

 

$

0.6

 

 

 

11

%

 

 

 

June 30,

 

Metrics information (in thousands):

 

2021

 

 

2020

 

 

Change

 

 

% Change

 

Consulting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Billable Resources

 

 

2,028

 

 

 

1,305

 

 

 

723

 

 

 

55

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Communications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NaaS Locations

 

 

7,024

 

 

 

5,048

 

 

 

1,976

 

 

 

39

%

SD - WAN Locations

 

 

4,650

 

 

 

2,575

 

 

 

2,075

 

 

 

81

%

Hosted UCaaS Profiles*

 

 

292,266

 

 

 

276,360

 

 

 

15,906

 

 

 

6

%

*

Includes Hawaii Hosted UCaaS Profiles



 

IT Services and Hardware, continued

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

 

 

Metrics information:

 

Three months ended March 31, 2022

 

 

 

Three months ended March 31, 2021

 

 

Change

 

 

% Change

 

Consulting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Billable Resources

 

 

2,289

 

 

 

 

1,867

 

 

 

422

 

 

 

23

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Communications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NaaS Locations

 

 

10,855

 

 

 

 

5,979

 

 

 

4,876

 

 

 

82

%

SD - WAN Locations

 

 

7,924

 

 

 

 

3,534

 

 

 

4,390

 

 

n/m

 

Hosted UCaaS Profiles*

 

 

305,443

 

 

 

 

286,046

 

 

 

19,397

 

 

 

7

%

* Includes Hawaii Hosted UCaaS Profiles

Revenue

IT Services and Hardware segment revenue increased $32.9 million and $64.4 million for the three and six months ended June 30, 2021, respectively, asMarch 31, 2022 increased $25.0 million compared to the same periodscomparable period in the prior year.year due to growth in each of the practices. Consulting revenue is the most significant contributor in which revenue increased $17.9 million in the three months ended March 31, 2022 compared to the revenue increasesame period in 2021 primarily due to obtaining newexisting customer projects throughout 2020 which continue to bill and grow in 2021. Communications2022. Cloud revenue decreased $0.2increased $1.2 million for the three months ended June 30,March 31, 2022 compared to the comparable period in 2021 asdue to providing ongoing public cloud services to new customers obtained in 2021 that continue to bill in 2022 in addition to an increase in professional services projects. Communications revenue increased $0.9 million for the three months ended March 31, 2022 compared to the same period in 2020. Thethe prior year as the increase in revenue as a result of customers migrating to newer technologies, which has increased the Company’s Hosted UCaaS profiles, NaaS locations and SD-WAN locations, was more thanpartially offset by the decline in legacy communications revenue and nonrecurring revenue recognized in the second quarter of 2020 associated with customers requiring additional services to mitigate the issues caused by the COVID-19 pandemic on their businesses. Communications revenue increased $2.6 million for the six months ended June 30, 2021 as compared to the comparable period in 2020 as strategic revenue growth more than offset declines in legacy communications revenue and nonrecurring revenue associated with customers mitigating the impact of the COVID-19 pandemic. Cloud revenue increased $3.9 million and $5.8 million in the three and six months ended June 30, 2021, respectively, as compared to the same periods in the prior year due to providing ongoing monitoring and management services to new customers obtained in 2020 that continue to bill in 2021.revenue. The increase in Infrastructure Solutions revenue is due primarily to lower hardware sales in the second quarter of 2020 due to the impacts of COVID-19. In addition, Infrastructure Solutionsincreased revenue associated with professional services projects increased inand the three and six months ended June 30, 2021 as compared to the same periods in the prior year.sale of maintenance.

Operating Costs and Expenses

IT Services and Hardware cost of services and products increased $27.4 million and $52.3$20.3 million for the three and six months ended June 30, 2021, respectively, asMarch 31, 2022 compared to the same periodsperiod in the prior year2021 due to increases in payroll related costs, contractor costs and software licensing costs andwhich were partially offset by lower regulatory fees. The increaseIn the three months ended March 31, 2022, the increases in payroll related costs of $5.6$3.6 million and $10.3 million in three and six months ended June 30, 2021, respectively, and increased contractor costs of $20.2$18.2 million and $37.9 million in the three and six months ended June 30, 2021, respectively, compared to the same periodsperiod in the prior year isare due to additional headcount to support the growth in the Communications and Consulting practices. AsPrimarily as a result of theexisting consulting projects obtained in 2020,that continue to grow, billable resources increased by 723422 persons compared to June 30, 2020.March 31, 2021. Higher software licensing costs were also incurred to support the revenue growth in the Communications practice.

SG&A expenses increased $2.5$1.9 million for the three months ended June 30, 2021 asMarch 31, 2022 compared to the comparable period in 20202021 primarily due to an increase in payroll related costs as a result of additional headcount, non-employee commissions related to contractors and employee related costs partially offset by lower bad debtexpenses as travel and entertainment activity continued to be low in the first quarter of 2021 as a result of the pandemic.

Depreciation and amortization expense and savings realized inincreased $15.9 million for the three months ended June 30, 2020 as a result of cost containment strategies implemented to reduce the negative impact of the COVID-19 pandemic on the business. The decrease in bad debt expense is due to updating our estimate of the expected impact of the economic downturn associated with the COVID-19 pandemic on the Company’s receivables in the second quarter of 2020. The increase in employee related costs is due to restrictions in certain geographies being eased and employees starting to travel in the second quarter of 2021.

SG&A expenses increased $2.3 million for the six months ended June 30, 2021 asMarch 31, 2022 compared to the same period in the prior year primarily2021 due to an increase in payroll related costs partially offset by lower bad debtadditional expense decreased employee related expense as well as employee contract termination costs incurred in the first quarter of 2020 that did not recur in 2021. Employee related and travel activities increased in the second quarter of 2021 as restrictions eased, however activity continued to be limited in the first quarter of 2021 resulting in a decrease of $0.6 million for the six months ended June 30, 2021 comparedsubsequent to the same period in 2020. Similar trends that impacted bad debt expense forMerger Date related to the quarter also impacted the six months ended June 30, 2021.increased value of property, plant and equipment and intangibles as a result of recording amounts at fair value.

Restructuring and severance related charges recorded in the three and six months ended June 30,March 31, 2022 and 2021 and 2020 are associated with initiatives to reduce and contain costs.


IT Services and Hardware, continued

Capital Expenditures

Capital expenditures are dependent on the timing of success-based projects. Capital expenditures for the three and six months ended June 30, 2021,March 31, 2022 were primarily related to projects supporting the Cloud and Communications practices. In addition to success-based projects, the Company incurred $1.4$0.8 million for implementation work associated with internal software projects in the sixthree months ended June 30, 2021.



March 31, 2022.

Financial Condition, Liquidity, and Capital Resources

As of June 30, 2021,March 31, 2022, the Company had $1,912.8 million of outstanding indebtedness and an accumulated deficit of $2,839.2 million. A significant amount$49.2 million and $1,446.4 million of the Company's accumulated deficit resulted from the purchase and operation of a national broadband business, which was sold in 2003.outstanding indebtedness.

The Company’s primary source of cash is generated by operations. The Company generated $180.1$89.1 million and $73.6$59.8 million of cash flows from operations during the sixthree months ended June 30,March 31, 2022 and 2021, and 2020, respectively. As of June 30, 2021,March 31, 2022, the Company had $198.6$445.3 million of short-term liquidity, comprised of $3.5$4.8 million of cash and cash equivalents, $176.0$400.0 million of undrawn capacity on our Revolving Credit Facility, and $19.1$40.5 million available under the Receivables Facility.

The Receivables Facility permits maximum borrowings of up to $215.0 million. As of June 30, 2021,March 31, 2022, the Company had borrowings of $173.7$155.7 million and $14.8$18.8 million of letters of credit outstanding under the Receivables Facility on a borrowing capacity of $207.6$215.0 million. While we expect to continue to renew this facility, we would be required to use cash, our Revolving Credit Facility, or other sources to repay any outstanding balance on the Receivables Facility if it was not renewed.

The Company’s primary uses of cash are for capital expenditures and debt service and, to a lesser extent, to fund pension and retiree medical obligations and preferred stock dividends. In the first quarter of 2020, as a result of terminating the Brookfield Merger Agreement, we paid an affiliate of Brookfield a termination fee of $24.8 million on March 13, 2020.obligations. The Company believes that its cash on hand, cash generated from operations, and available funding under its credit facilities will be adequate to meet its cash requirements for the next twelve months.

In the second quarter of 2021, the Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions to increase the credit availability and renew the facility. The amendments extended the facility’s renewal date until June 2023 and the facility’s termination date to June 2024. The maximum borrowing limit for loans and letters of credit under the Receivables Facility was increased from $200.0 million to $215.0 million in the aggregate. In addition, the amendments removed the provision that the LIBOR rate for the Receivables Facility may not fall below 0.75%. Capacity on the AR facility is calculated and will continue to be calculated based on the quantity and quality of outstanding accounts receivables. Therefore if the Company experiences declines in revenue or extends discounts to customers, the capacity could be negatively impacted and reduce our short term liquidity. Management is continuously monitoring liquidity to ensure sufficient cash is available. 

As of June 30, 2021,March 31, 2022, the Company was in compliance with the Credit Agreement covenants and ratios.

While the Company is no longer a SEC registrant or issuer following the merger transaction, certain covenants included in the 7 ¼% Notes due 2023 and the Cincinnati Bell Telephone Notes due 2028 require the Company to make ongoing voluntary filings with the SEC. Subsequent to September 30, 2021, the Company filed an extension with the SEC to extend the filing deadline for our periodic report on Form 10-Q from November 15, 2021, the required filing date for a non-accelerated filer, to November 22, 2021. On March 28, 2022, the Company submitted a notification of late filing to the SEC for our annual report on Form 10-K. Due to the auditor transition, complexities of purchase accounting and reporting Predecessor and Successor periods, the Company's periodic report on the Form 10-Q and annual report on Form 10-K were not filed timely causing the Company to no longer be in compliance with these reporting requirements. The Company subsequently filed the Form 10-Q for the period ended September 30, 2021 and Form 10-K for the year ended December 31, 2021 on May 13, 2022 and May 19, 2022, respectively. As of the date of this filing, the Company is current with the reporting requirements.

Cash Flows

Cash provided by operating activities during the sixthree months ended June 30, 2021March 31, 2022 totaled $180.1$89.1 million, an increase of $106.5$29.3 million compared to the same period in 2020. The increase is due primarily to decreased transaction and termination costs, lower restructuring and severance payments and improved working capital compared to the same period in the prior year. The increase in working capital is primarily due to improved collectionlower interest payments of receivables which was unfavorably impacted$18.1 million for the three months ended March 31, 2022 compared to the comparable period in 2021 primarily due to the extinguishment of the 7% Senior Notes due 2024 and 8% Senior Notes due 2025 in the six months ended June 30, 2020 due to COVID-19fourth quarter of 2021 and the Company’s participationtermination of the interest rate swaps in the Pledge.Predecessor period of 2021 in addition to improved working capital.

Cash flows used in investing activities during the sixthree months ended June 30, 2021March 31, 2022 totaled $119.6$85.4 million, an increase of $18.5$24.8 million compared to the same period in 2020the prior year due to the increase in capital expenditures.

Cash flows used in financing activities during the sixthree months ended June 30, 2021March 31, 2022 totaled $69.2$4.2 million, asa decrease of $0.4 million compared to cash provided by financing activities of $23.2 million during the samecomparable period in 2021. During the prior year. In the sixthree months ended June 30,March 31, 2022, the Company borrowed $1.7 million on the Receivables Facility. During the three months ended March 31, 2021, the Company utilized cash for payments of $43.0borrowed $1.8 million and $8.6$4.0 million on the Receivables Facility and the Company’s former Revolving Credit Facility, and Receivables Facility, respectively. In the six months ended June 30, 2020, the Company borrowed $8.0 million and $34.0 millionrespectively, in addition to paying dividends on the Revolving Credit Facility and Receivables Facility, respectively.

Indentures

The Company’s Senior Notes are governed by indentures which contain covenants that, among other things, limit the Company’s ability to incur additional debt or liens, pay dividends or make other restricted payments, sell, transfer, lease or disposepreferred stock of assets and make investments or merge with another company. The Company is in compliance with all of its debt indentures as of June 30, 2021.

Share Repurchase Plan

In 2010, the Board of Directors approved a plan for the repurchase of the Company's outstanding common stock in an amount up to $150.0$2.6 million. In prior years, the Company repurchased and retired a total of 1.7 million shares at a total cost of $25.6 million dollars. As of June 30, 2021, the Company has the authority to repurchase its common stock with a value of up to $124.4 million under the plan approved by its Board of Directors, subject to satisfaction of the requirements under its bond indentures.



 

Regulatory Matters

Refer to the Company’s Annual Report on Form 10-K for the year ended 2020December 31, 2021 for a complete description of regulatory matters.

Contingencies

In the normal course of business, the Company is subject to various regulatory and tax proceedings, lawsuits, claims and other matters. The Company believes adequate provision has been made for all such asserted and unasserted claims in accordance with accounting principles generally accepted in the United States. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance.

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Application of these principles requires management to make estimates or judgments that affect the amounts reported in the accompanying Condensed Consolidated Financial Statements and information available as of the date of the financial statements. As this information changes, the financial statements could reflect different estimates or judgments.

The Company’s most critical accounting policies and estimates are described in itsour Annual Report on Form 10-K for the year ended December 31, 2020.2021.

Recently Issued Accounting Standards

Refer to Note 1 of the Condensed Consolidated Financial Statements for further information on recently issued accounting standards. The adoption of new accounting standards did not have a material impact on the Company’s financial results for the sixthree months ended June 30, 2021.March 31, 2022.


Item 3.     Quantitative and Qualitative Disclosures About Market Risk

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 20202021 for a description of the Company's market risks.

Item 4.     Controls and Procedures

 

(a)

Evaluation of disclosure controls and procedures.

Cincinnati Bell Inc.’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in SEC Rule 13a-15(e)) as of the end of the period covered by this report. Based on this evaluation, Cincinnati Bell Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, such controls and procedures were effective.

 

(b)

Changes in internal control over financial reporting.

Cincinnati Bell Inc.’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated any changes in the Company’s internal control over financial reporting that occurred during the secondfirst quarter of 20212022 and have concluded that there were no changes to Cincinnati Bell Inc.’sInc’s internal control over financial reporting during the secondfirst quarter of 20212022 that materially affect, or are reasonably likely to materially affect, Cincinnati Bell Inc.’sInc’s internal control over financial reporting. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact to their design and operating effectiveness.


PART II. OTHER INFORMATION

Cincinnati Bell and its subsidiaries are involved in a number of legal proceedings. Liabilities are established for legal claims when losses associated with the claims are judged to be probable and the loss can be reasonably estimated. In many lawsuits and arbitrations, including most class action lawsuits, it is not possible to determine whether a liability has been incurred or to estimate the amount of the liability until the case is close to resolution, in which case a liability will not be recognized until that time. Based on information currently available, consultation with counsel, available insurance coverage and recognized liabilities, the Company believes that the eventual outcome of all claims will not, individually or in the aggregate, have a material effect on the Company’s financial position or results of operations.

Item 1A.     Risk Factors

 

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 20202021 for a comprehensive listing of the Company’s risk factors. There are no material changes for the sixthree months ended June 30, 2021.March 31, 2022.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

During the six month period ended June 30, 2021, the Company had no unregistered sales of equity securities. The Company also had no purchases of its common stock for the six months ended June 30, 2021.None.

Item 3.     Defaults upon Senior Securities

None.

Item 4.     Mine Safety Disclosure

None.

Item 5.     Other Information

No reportable items.


Item 6.     Exhibits

 

 

 

 

Incorporated by Reference

 

 

Exhibit

Number

 

Exhibit Description

 

Form

 

Filing Date

 

Exhibit No.

 

SEC File No.

Filed

Herewith

 

 

 

 

 

 

 

2.1

Agreement and Plan of Merger, dated as of March 13, 2020, by and among Cincinnati Bell Inc., Red Fiber Parent LLC and RF Merger Sub Inc.

 

8-K

3/13/2020

2.1

1-8519

 

3.1

Amended and Restated Articles of Incorporation of Cincinnati Bell Inc.

 

8-K

4/30/2008

3.1

1-8519

 

3.2

Amendment to the Amended and Restated Articles of Incorporation of Cincinnati Bell Inc.

 

8-K

10/5/2016

3.1

1-8519

 

3.3

Amended and Restated Regulations of Cincinnati Bell Inc.

 

10-Q

8/8/2018

3.3

1-8519

 

10.1

Third Amendment to the Receivables Purchase Agreement, dated as of April 9, 2021, by and among Cincinnati Bell Funding LLC as Seller, Cincinnati Bell Inc. as Servicer, and PNC Bank, National Association, as Buyer.

 

8-K

4/13/2021

99.1

1-8519

 

10.2

Fourth Amendment to the Receivables Financing Agreement, dated as of April 9, 2021, by and among Cincinnati Bell Funding LLC and Cincinnati Bell Funding Canada Ltd., as Borrowers, Cincinnati Bell Inc. and OnX Enterprise Solutions Ltd., as Servicers, the Lenders, Letter of Credit Participants and Group Agents from time to time party thereto, PNC Bank Canada Branch as issuer of Letters of Credit and Lender, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets, as Structuring Agent.

 

8-K

4/13/2021

99.2

1-8519

 

31.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

+

31.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

+

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

+

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

+

101

The following financial statements from Cincinnati Bell Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 were formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Shareholders’ Deficit, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

 

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

 

 

Incorporated by Reference

 

 

Exhibit

Number

 

Exhibit Description

 

Form

 

Filing Date

 

Exhibit No.

 

SEC File No.

Filed

Herewith

 

 

 

 

 

 

 

3.1

Second Amended Articles of Incorporation of Cincinnati Bell Inc.

 

10-K

5/19/2022

3.1

1-8519

 

3.2

Second Amended and Restated Regulations of Cincinnati Bell Inc.

 

8-K

9/7/2021

3.1

1-8519

 

31.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

+

31.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

+

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

+

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

+

101

The following financial statements from Cincinnati Bell Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 were formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Shareholders’ Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

 

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

 

 

The Company's historical reports on Form 10-K, 10-Q, and 8-K are available free of charge in the Investor Relations section of the Company's website: http://www.cincinnatibell.com. The Company will furnish anyhas ceased to be a registrant subsequent to the Merger Date but continues to voluntarily file annual, quarterly and certain other exhibit at cost.information with the SEC due to contractual provisions included in certain indentures.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

Cincinnati Bell Inc.

 

 

 

 

Date:

July 29, 2021May 26, 2022

 

/s/ Andrew R. KaiserJoshua T. Duckworth

 

 

 

Andrew R. KaiserJoshua T. Duckworth

 

 

 

Chief Financial Officer

 

 

 

 

Date:

July 29, 2021May 26, 2022

 

/s/ Suzanne E. Maratta

 

 

 

Suzanne E. Maratta

 

 

 

Chief Accounting Officer

 

4139