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):

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 ☒


	Successor			Successor			Predecessor			Successor			Successor			Predecessor			Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			2023			2022			2023			2022
Revenue	$	462.1		$	111.4		$	314.6		$	1,337.4		$	111.4		$	1,138.7		$	448.3		$	462.1		$	1,354.9		$	1,337.4

Costs and expenses
Cost of services and products, excluding items below		258.0			60.5			174.6			737.7			60.5			619.5			252.5			258.0			754.8			737.7
Selling, general and administrative, excluding items below		102.6			22.1			74.2			288.1			22.1			243.4			107.9			102.6			315.3			288.1
Depreciation and amortization		131.5			30.2			52.1			381.1			30.2			194.9			109.2			131.5			354.1			381.1
Loss on impairment of long-lived assets		2.7			—			—			2.7			—			—			—			2.7			—			2.7
Restructuring and severance related charges		0.5			—			0.3			1.8			—			1.2			0.7			0.5			2.1			1.8
Transaction and integration costs		3.5			—			51.5			10.1			—			54.8			—			3.5			0.1			10.1
Gain on sale of assets, net		—			—			(2.8	)		—			—			(2.8	)
Total operating costs and expenses		498.8			112.8			349.9			1,421.5			112.8			1,111.0			470.3			498.8			1,426.4			1,421.5
Operating (loss) income		(36.7	)		(1.4	)		(35.3	)		(84.1	)		(1.4	)		27.7
Operating loss																				(22.0	)		(36.7	)		(71.5	)		(84.1	)
Interest expense		24.3			6.4			23.2			59.2			6.4			89.1			43.3			24.3			120.0			59.2
Other components of pension and postretirement benefit plans (benefit) expense		(0.7	)		(1.1	)		2.1			(5.9	)		(1.1	)		6.4
Loss on extinguishment of debt		—			—			10.7			—			—			10.7
Other (income) expense, net		(25.7	)		(0.3	)		19.7			(14.3	)		(0.3	)		19.7
Other components of pension and postretirement benefit plans expense (benefit)																				0.1			(0.7	)		0.5			(5.9	)
Other income, net																				(14.6	)		(25.7	)		(38.6	)		(14.3	)
Loss before income taxes		(34.6	)		(6.4	)		(91.0	)		(123.1	)		(6.4	)		(98.2	)		(50.8	)		(34.6	)		(153.4	)		(123.1	)
Income tax benefit		(8.0	)		(1.4	)		(17.3	)		(28.5	)		(1.4	)		(16.9	)		(8.1	)		(8.0	)		(30.7	)		(28.5	)
Net loss		(26.6	)		(5.0	)		(73.7	)		(94.6	)		(5.0	)		(81.3	)	$	(42.7	)	$	(26.6	)	$	(122.7	)	$	(94.6	)
Preferred stock dividends		—			—			2.4			—			—			7.6
Net loss applicable to common shareowners	$	(26.6	)	$	(5.0	)	$	(76.1	)	$	(94.6	)	$	(5.0	)	$	(88.9	)

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

Successor

Successor

Predecessor

Successor

Successor

Predecessor

Three Months Ended September 30, 2022

September 8, 2021 to September 30, 2021

July 1, 2021 to September 7, 2021

Nine Months Ended
September 30, 2022

September 8, 2021 to September 30, 2021

January 1, 2021 to September 7, 2021

Net loss

$
(26.6
)

$
(5.0
)

$
(73.7
)

$
(94.6
)

$
(5.0
)

$
(81.3
)
Other comprehensive (loss) income, net of tax:

Foreign currency translation (loss) gain

(5.9
)

(1.2
)

(1.4
)

(7.2
)

(1.2
)

1.2

Cash flow hedges:

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

—

—

(0.6
)

—

—

(0.1
)
Reclassification adjustment for net losses included in net income, net of tax of $4.7, $5.8

—

—

16.2

—

—

19.7

Defined benefit plans:

Net (loss) gain arising from remeasurement during the period, net of tax of ($0.3), ($0.7), $1.8

(0.8
)

—

—

(2.1
)

—

6.0

Amortization of prior service benefits included in net income, net of tax of ($0.1), ($0.4)

—

—

(0.3
)

—

—

(1.3
)
Amortization of net actuarial loss included in net income, net of tax of $1.0, $3.6

—

—

3.1

—

—

12.0

Total other comprehensive (loss) income

(6.7
)

(1.2
)

17.0

(9.3
)

(1.2
)

37.5

Total comprehensive loss

$
(33.3
)

$
(6.2
)

$
(56.7
)

$
(103.9
)

$
(6.2
)

$
(43.8
)

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 Other
Comprehensive

Successor

Shares

Amount

Shares

Amount

Capital

Accumulated Deficit

Income (Loss)

Total

Balance at June 30, 2022

—

$
—

—

$
—

$
1,716.1

$
(95.2
)

$
(1.4
)

$
1,619.5

Net loss

—

—

—

—

—

(26.6
)

—

(26.6
)
Other comprehensive loss

—

—

—

—

—

—

(6.7
)

(6.7
)
Balance at September 30, 2022

—

$
—

—

$
—

$
1,716.1

$
(121.8
)

$
(8.1
)

$
1,586.2

Successor

Balance at September 8, 2021 (remeasured upon Merger)

—

$
—

—

$
—

$
—

$
—

$
—

$
—

Net loss

—

—

—

—

—

(5.0
)

—

(5.0
)
Other comprehensive loss

—

—

—

—

—

—

(1.2
)

(1.2
)
Capital contributions by Red Fiber Parent LLC

—

—

0.5

—

1,716.1

—

—

1,716.1

Balance at September 30, 2021

—

$
—

0.5

$
—

$
1,716.1

$
(5.0
)

$
(1.2
)

$
1,709.9

Predecessor

Balance at June 30, 2021

3.1

$
129.4

50.9

$
0.5

$
2,665.3

$
(2,839.2
)

$
(139.2
)

$
(183.2
)
Net loss

—

—

—

—

—

(73.7
)

—

(73.7
)
Other comprehensive income

—

—

—

—

—

—

17.0

17.0

Stock-based compensation

—

—

—

—

2.1

—

—

2.1

Equity-based award modification

—

—

—

—

(10.2
)

—

(10.2
)
Dividends on preferred stock

—

—

—

—

(2.4
)

—

—

(2.4
)
Balance at September 7, 2021

3.1

$
129.4

50.9

$
0.5

$
2,654.8

$
(2,912.9
)

$
(122.2
)

$
(250.4
)

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

—

$
—

—

$
—

$
1,716.1

$
(27.2
)

$
1.2

$
1,690.1

Net loss

—

—

—

—

—

(94.6
)

—

(94.6
)
Other comprehensive loss

—

—

—

—

—

—

(9.3
)

(9.3
)
Balance at September 30, 2022

—

$
—

—

$
—

$
1,716.1

$
(121.8
)

$
(8.1
)

$
1,586.2

Successor

Balance at September 8, 2021 (remeasured upon Merger)

—

$
—

—

$
—

$
—

$
—

$
—

$
—

Net loss

—

—

—

—

—

(5.0
)

—

(5.0
)
Other comprehensive loss

—

—

—

—

—

—

(1.2
)

(1.2
)
Capital contributions by Red Fiber Parent LLC

—

—

0.5

—

1,716.1

—

—

1,716.1

Balance at September 30, 2021

—

$
—

0.5

$
—

$
1,716.1

$
(5.0
)

$
(1.2
)

$
1,709.9

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

—

—

—

—

—

(81.3
)

—

(81.3
)
Other comprehensive income

—

—

—

—

—

—

37.5

37.5

Shares issued under employee plans

—

—

0.2

—

—

—

—

—

Shares purchased under employee plans and other

—

—

—

—

(2.0
)

—

—

(2.0
)
Stock-based compensation

—

—

—

—

4.3

—

—

4.3

Equity-based award modification

—

—

—

—

(10.2
)

—

—

(10.2
)
Dividends on preferred stock

—

—

—

—

(7.6
)

—

—

(7.6
)
Balance at September 7, 2021

3.1

$
129.4

50.9

$
0.5

$
2,654.8

$
(2,912.9
)

$
(122.2
)

$
(250.4
)

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

September 30, 2022

December 31, 2021

Assets

Current assets

Cash and cash equivalents

$
7.5

$
5.6

Receivables, less allowances of $9.4 and $3.6

391.7

450.2

Inventory, materials and supplies

78.7

57.1

Prepaid expenses

46.1

50.4

Other current assets

22.0

9.1

Total current assets

546.0

572.4

Property, plant and equipment, net

2,058.3

1,966.6

Operating lease right-of-use assets

75.1

44.3

Goodwill

719.0

646.3

Intangible assets, net

851.8

928.3

Deferred income tax assets

5.7

5.3

Other noncurrent assets

57.7

35.6

Total assets

$
4,313.6

$
4,198.8

Liabilities and Shareowners’ Equity

Current liabilities

Current portion of long-term debt

$
44.7

$
19.7

Accounts payable

432.4

399.2

Unearned revenue and customer deposits

66.1

83.2

Accrued taxes

23.8

25.3

Accrued interest

4.0

1.9

Accrued payroll and benefits

34.4

41.9

Other current liabilities

47.4

45.5

Total current liabilities

652.8

616.7

Long-term debt, less current portion

1,588.2

1,428.9

Operating lease liabilities

67.8

40.2

Pension and postretirement benefit obligations

177.4

141.1

Pole license agreement obligation

45.2

46.2

Deferred income tax liability

98.3

139.6

Other noncurrent liabilities

97.7

96.0

Total liabilities

2,727.4

2,508.7

Shareowners’ equity

Additional paid-in capital

1,716.1

1,716.1

Accumulated deficit

(121.8
)

(27.2
)
Accumulated other comprehensive (loss) income

(8.1
)

1.2

Total shareowners’ equity

1,586.2

1,690.1

Total liabilities and shareowners’ equity

$
4,313.6

$
4,198.8

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


	Successor			Successor			Predecessor			Nine Months Ended September 30,
	Nine Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			2023			2022
Cash flows from operating activities
Net loss	$	(94.6	)	$	(5.0	)	$	(81.3	)	$	(122.7	)	$	(94.6	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		381.1			30.2			194.9			354.1			381.1
Loss on impairment of long-lived assets		2.7			—			—			—			2.7
Loss on extinguishment of debt		—			—			10.7
Provision for loss on receivables		5.8			0.9			2.1			7.0			5.8
Unrealized gain on interest rate swaps		(14.8	)		—			—			(21.7	)		(14.8	)
Noncash portion of interest expense (income)		4.0			(0.3	)		4.0
Noncash portion of interest expense											5.4			4.0
Deferred income taxes		(33.5	)		(1.1	)		(21.1	)		(35.0	)		(33.5	)
Pension and other postretirement payments in excess of expense		(12.3	)		(1.9	)		(0.2	)		(5.8	)		(12.3	)
Stock-based compensation		—			—			4.3
Other, net		(1.4	)		(0.3	)		(5.2	)		(1.9	)		(1.4	)
Changes in operating assets and liabilities:
Decrease (increase) in receivables		48.6			(20.3	)		51.1
Decrease in receivables											62.3			48.6
Increase in inventory, materials, supplies, prepaid expenses and other current assets		(24.0	)		(3.2	)		(29.4	)		(34.0	)		(24.0	)
Increase (decrease) in accounts payable		10.0			(51.7	)		49.1
(Decrease) increase in accrued and other current liabilities		(23.9	)		(37.5	)		2.8
(Increase) decrease in other noncurrent assets		(9.1	)		(2.1	)		2.1
(Decrease) increase in other noncurrent liabilities		(3.6	)		29.9			8.8
Net cash provided by (used in) operating activities		235.0			(62.4	)		192.7
(Decrease) increase in accounts payable											(112.7	)		10.0
Decrease in accrued and other current liabilities											(30.6	)		(23.9	)
Decrease (increase) in other noncurrent assets											2.2			(9.1	)
Decrease in other noncurrent liabilities											(7.4	)		(3.6	)
Net cash provided by operating activities											59.2			235.0
Cash flows from investing activities
Capital expenditures		(341.6	)		(35.4	)		(165.2	)		(482.0	)		(341.6	)
Acquisition of business, net of cash acquired		(65.5	)		(1,620.7	)		—
Acquisition of Paniolo fiber assets		—			(1.3	)		(50.5	)
Proceeds from sale of assets		2.3			—			9.1
Acquisition of businesses, net of cash acquired											(3.2	)		(65.5	)
Acquisition of fiber assets											(8.6	)		—
Other, net		0.1			—			(0.1	)		(0.1	)		2.4
Net cash used in investing activities		(404.7	)		(1,657.4	)		(206.7	)		(493.9	)		(404.7	)
Cash flows from financing activities
Capital contributions by Red Fiber Parent LLC		—			1,716.1			—			400.0			—
Proceeds from issuance of long-term debt		—			150.0			23.0			206.0			—
Net increase (decrease) in corporate credit and receivables facilities with initial maturities less than 90 days		190.1			(108.7	)		9.0
Net (decrease) increase in corporate credit facility with initial maturities less than 90 days											(187.0	)		164.0
Proceeds from borrowings on receivables facilities											1,420.2			886.3
Payments on receivables facilities											(1,361.3	)		(860.2	)
Repayment of debt		(15.5	)		(1.4	)		(13.4	)		(41.7	)		(15.5	)
Debt issuance costs		(0.7	)		(42.0	)		(0.8	)
Dividends paid on preferred stock		—			—			(7.8	)
Other, net		—			—			(2.0	)
Payment of debt issuance costs											(3.8	)		(0.7	)
Net cash provided by financing activities		173.9			1,714.0			8.0			432.4			173.9
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(0.1	)		—			—			—			(0.1	)
Net increase (decrease) in cash, cash equivalents and restricted cash		4.1			(5.8	)		(6.0	)
Net (decrease) increase in cash, cash equivalents and restricted cash											(2.3	)		4.1
Cash, cash equivalents and restricted cash at beginning of period		6.1			11.2			17.2			12.9			6.1
Cash, cash equivalents and restricted cash at end of period	$	10.2		$	5.4		$	11.2		$	10.6		$	10.2
Noncash investing and financing transactions:
Acquisition of property by assuming debt and other noncurrent liabilities	$	8.1		$	3.8		$	3.8		$	3.7		$	8.1
Acquisition of property on account	$	78.2		$	46.3		$	54.9		$	76.6		$	78.2

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

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~~provides 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 had receivables with one customer, Verizon Communications Inc. (“Verizon”), which made up 2613% and 21% of the outstanding accounts receivable balance at September 30, 2023 and December 31, ~~2021.~~ No ~~customers exceeded 10% of outstanding accounts receivable at September 30, 2022.~~2022, respectively. Revenue derived from foreign operations was approximately 7%7% of consolidated revenue for the three and nine months ended September 30, 2023 and 2022. ~~Revenue derived from foreign operations~~

In August 2023, Red Fiber Parent LLC ("Parent") committed to make capital contributions of $600.0 million to the Company, of which $400.0 million was ~~approximately 6%~~received by the Company in the third quarter of ~~consolidated revenue for~~2023 and recorded to "Additional paid-in capital" on the ~~Successor period~~Condensed Consolidated Balance Sheets and ~~each~~$200.0 million will be received in the fourth quarter of 2024. The capital contribution received in the ~~Predecessor periods included within~~third quarter of 2023 was used to repay borrowings on the ~~three~~Company's Revolving Credit Facility due 2026, fund capital expenditures, and ~~nine months ended September 30, 2021.~~ fund working capital.

Basis of Presentation — The Condensed Consolidated Financial Statements of the Company have been prepared pursuant to the rules and regulations of the SEC and, in the opinion of management, include all adjustments necessary for a fair statement 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, ~~2021~~2022 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 ~~2021~~2022 Annual Report on Form 10-K.

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 items 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 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, ~~2021.~~2022.

Variable Interest Entity — The ~~Company’s accounting policies~~Company holds an interest in a limited liability company, Digital Access Ohio LLC (“DAO”), that is considered a variable interest entity ("VIE") in accordance with the guidance of ASC 810 “Consolidation.” As of September 30, 2023, operations of DAO are nominal in nature. DAO is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of DAO as it has the power over the activities that most significantly impact the economic performance of DAO and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to DAO. As a result, the Company consolidated DAO, and all significant intercompany accounts have been eliminated. Funding of DAO is provided in the ~~Successor Period are consistent~~form of cash contributions, debt issuance and grants that include a free standing warrant that allows the holder of the warrant at its option to convert the warrant into a class A-2 share of DAO at any time during the period commencing on the 2nd anniversary of the funding agreement and ending on the 10th anniversary of the funding agreement date. The Company has recorded the fair value associated with the ~~accounting policies in~~warrant to "Other noncurrent liabilities" on the ~~Predecessor Period.~~ Condensed Consolidated Balance Sheets. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting 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 as of September 30, 2023 and December 31, 2022 consists of funds held in an escrow account related to a cost method investment and funds ~~invested~~held by ~~Agile IWG Holdings, LLC (“Agile”) in a new entity that is expected to commence operations in the fourth quarter of 2022.~~DAO. 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)
September 30, 2022

December 31, 2021

Cash and cash equivalents
$
7.5

$
5.6

Restricted cash included in Other noncurrent assets

2.7

0.5

Cash, cash equivalents and restricted cash per Condensed Consolidated Statements of Cash Flows
$
10.2

$
6.1


(dollars in millions)	September 30, 2023		December 31, 2022
Cash and cash equivalents	$	7.7	$	9.4
Restricted cash included in Other noncurrent assets		2.9		3.5
Cash, cash equivalents and restricted cash per Condensed Consolidated Statements of Cash Flows	$	10.6	$	12.9

Goodwill — 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 and other perpetual licenses 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 Assets — Management reviews the carrying value of property, plant and equipment and other long-lived assets, including intangible assets with definite lives, when events or changes in circumstances indicate that the carrying amount of the assets 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 future years.

Accounting for Impacts of Involuntary Events and Contingencies — Assets destroyed or damaged as a result of involuntary events are written off or reduced in carrying value to their salvage value. When recovery of all or a portion of the amount of property damage loss or other covered expenses through insurance proceeds is demonstrated to be probable, a receivable is recorded and offsets the loss or expense up to the amount of the total loss or expense. Proceeds ultimately received from insurance claims for business interruption, direct expenditures and amounts for capital assets in excess of net book value will be recorded to results of operations when collected. No gain is recorded until all contingencies related to the insurance claim have been resolved.

In August 2023, wildfires ignited on Maui and Hawaii islands and spread rapidly due to extreme wind conditions caused in part by Hurricane Dora which traveled 800 miles offshore west of Maui. The fires caused widespread damage to Lahaina town on the ~~three months~~island of Maui and the surrounding area, including physical loss and damage to certain of the Company’s fiber and copper assets and Company owned equipment located on customer premises. The Company experienced the loss of business income immediately following the fires and is expected to continue to experience loss of business income for an unknown amount of time. The Company expects to file insurance claims for the physical loss and damages experienced in Lahaina and for business income losses resulting from the matter. As of September 30, 2023, no receivable associated with insurance proceeds has been recorded. Expenditures in the quarter ended September 30, ~~2022,~~2023 as a result of the fire have been primarily capital in nature. Additionally, due to the age of certain of the impacted assets, the net book value that was disposed in the quarter due to fire damage was nominal in nature.

In October 2023, attorneys filed a Second Amended Complaint in a proposed class action lawsuit filed in Hawaii state court, adding the Company ~~recorded a loss on impairment of long-lived assets of $2.7 million~~along with other telecommunications companies and private and public landowners. Legal expenses related to this matter are not material in the ~~impairment~~third quarter of ~~leasehold improvements at~~2023, but it is possible the Company’s headquarters. In addition, amortization of the remaining leasehold improvements at the Company’s headquarters will be accelerated to reflect the update to management’s estimate of the remaining useful life.Company may incur significant expenses in legal fees, damages awards, or settlements in future periods.

Income taxes — In accordance with 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~~Based on the estimated annual effective tax rate, the Company’s tax benefit ~~is higher~~was lower than the ~~U.S. federal~~period’s loss at the statutory rate, due primarily to federal and state ~~income taxes,~~valuation allowances recorded against deferred tax assets, offset in part by state income tax benefit. Discrete tax items in the ~~effect of permanent items such as~~reporting period, most notably a $2.6 million benefit for research and development tax credits, largely offset the ~~GILTI inclusion~~estimated annual effective tax rate adjustments. With the current year loss, net operating losses exceed deferred tax liabilities available for offset. Therefore, a $9.6 million partial federal and ~~entertainment expenses~~state valuation allowance has been recorded year-to-date on net operating losses that are ~~not fully deductible for tax.~~primarily non-expiring.

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) Income.~~other comprehensive income.” 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) Income"~~other comprehensive income" 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. All cash flows associated with the Company’s derivative instruments are classified as operating activities in the Condensed Consolidated Statements of Cash Flows.

Recently Issued Accounting Standards

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. Mergers and Acquisitions

~~Acquisition by Red Fiber Parent LLC~~

On 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 survived the Merger as a wholly owned ~~subsidiary of Parent.~~

Pursuant to the Merger Agreement, each of Cincinnati Bell’s issued and outstanding Common Shares was converted into the right to receive $15.50 per share in cash, without interest. Trading of the Company’s Common 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% Preferred Shares, at a redemption price of $50 per Depositary Share (equivalent to $1,000 per~~ ~~6 3/4% Preferred Stock), and the 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 inputs, as described in Note 7, as of the Merger Date. Transaction costs of the acquirer are not included as a component of consideration transferred but are accounted for as expenses in the period in which such costs are incurred, or, if related to the issuance of debt, capitalized as debt issuance costs. Acquisition-related transaction costs incurred as part of the Merger, primarily included advisory, legal and accounting fees. ~~Transaction costs were expensed as incurred and recorded to “Transaction and integration costs” on the Condensed Consolidated Statements of Operations.~~

~~The valuation~~Acquisition of the assets acquired and liabilities assumed was based on estimated fair values at the Merger Date. The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed reflect various fair value estimates and analyses, including work performed by third-party valuation specialists. The determination of the final purchase price allocation to specific assets acquired and liabilities assumed is complete at September 30, 2022. Bridgewired Fiber Assets

~~The purchase price for Cincinnati Bell Inc. consisted of the 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

~~Based on fair value estimates, the purchase price has been allocated to individual 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

1,950.8

Operating lease right-of-use assets

42.3

Goodwill

651.0

Intangible assets

969.6

Deferred tax assets

6.9

Other noncurrent assets

20.2

Total assets acquired

4,073.0

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

153.6

Other noncurrent liabilities

71.4

Total liabilities assumed

2,452.3

Net assets acquired

$
1,620.7

Measurement period adjustments recorded in the second quarter of 2022 were immaterial in nature and impacted “Property, plant and equipment,” “Goodwill,” and “Deferred income tax liability”. In the third quarter ~~an adjustment was recorded to reflect the Merger’s impact on state and local tax apportionment which resulted in an increase to “Deferred income tax liability” and to “Goodwill”~~ of ~~$4.3 million. Measurement period adjustments were applied retrospectively to the Merger Date.~~

In connection with this acquisition, the Company recorded goodwill attributable to increased access to a diversified 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 fair value of the most 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 significant assumptions with respect to revenue growth rates, customer attrition rate, discount rate and terminal growth rate in relation to the customer relationships and royalty rates and discount rate in relation to the trade names. ~~The fair values of the identifiable intangible assets acquired on the Merger Date were as follows:~~

(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

~~Acquisition of Paniolo Fiber Assets~~

~~On August 31, 2021,~~2023, the Company acquired ~~substantially all~~fiber network assets from Bridgewired, LLC ("Bridgewired") for an aggregate purchase price of ~~the operating assets~~$6.7 million, consisting of ~~Paniolo Cable Company, LLC (the “Paniolo Acquisition”), previously held by the bankruptcy estate of Paniolo, which include inter-island submarine~~$5.9 million in cash and ~~middle-mile terrestrial fiber infrastructure assets~~$0.8 million in ~~Hawaii as well as central offices and landing stations for the submarine fiber.~~contingent consideration. The Company accounted for the ~~Paniolo Acquisition~~Bridgewired fiber asset acquisition as an asset acquisition under ASC 805-10-55 “Business Combinations” because the assets acquired ~~from Paniolo~~ do not include an assembled workforce, and the gross value of the assets 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~~fiber network assets ~~augments~~will help to support and expand the ~~Company’s~~Company's existing ~~backbone network and increases the Company’s total submarine and terrestrial fiber footprint by more than 400 miles.~~

~~The aggregate purchase price paid upon closing of the Paniolo Acquisition after transactional costs was $52.3 million, consisting~~ ~~of $29.3 million in cash and $23.0 million in committed purchase money financing.~~network. The assets are recorded as network equipment ~~and buildings~~ in “Property, plant and equipment, net” on the Condensed Consolidated Balance Sheets. As

Acquisition of Ohio Transparent Telecom Inc.

On April 17, 2023 ("OTT Acquisition Date"), the Company acquired 100% of Ohio Transparent Telecom Inc. ("OTT"), a private company that provides network security, data connectivity, and unified communications solutions to commercial and enterprise customers across multiple sectors throughout Ohio and Michigan for an aggregate purchase price of $3.3 million, consisting of $3.2 million in cash and $0.1 million in contingent consideration. The services and solutions provided by OTT will complement the services offered by Agile (defined below), which the Company acquired in the second quarter of 2022.

The valuation of the assets acquired and liabilities assumed is based on estimated fair values at the OTT Acquisition Date and recorded to the Network segment. The Company considers the allocation and fair value estimates of property, plant and equipment, goodwill, other assets and other liabilities to be preliminary in nature as of September 30, ~~2022, $0.5 million and $21.9 million~~2023. The Company expects to continue to obtain information to assist in determining the fair value of the ~~committed~~net assets acquired as of the OTT Acquisition Date while the measurement period remains open. Measurement period adjustments related to the acquisition of OTT will be applied retrospectively to the OTT Acquisition Date.

In connection with this acquisition, the Company recorded goodwill of $1.1 million attributable to an acquired workforce with industry expertise in addition to other expected synergies with Agile. The Company is continuing to evaluate the amount of goodwill that is expected to be deductible for income tax purposes.

Acquisition of Lawrenceburg Fiber Assets

In the first quarter of 2023, the Company acquired fiber network assets from the City of Lawrenceburg for an aggregate purchase ~~money financing was~~price of $3.0 million consisting of $2.7 million in cash and $0.3 million in contingent consideration. The Company accounted for the Lawrenceburg fiber asset acquisition as an asset acquisition under ASC 805-10-55 “Business Combinations” because the assets acquired do not include an assembled workforce, and the gross value of the assets 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 fiber network assets will help to support and expand the Company's existing network. The assets are recorded as network equipment in ~~“Current portion of long-term debt”~~“Property, plant and ~~“Long-term debt, less current portion,” respectively,~~equipment, net” 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 Condensed Consolidated Balance Sheets.

Acquisition of Agile IWG Holdings, LLC

On May 2, 2022 (“Agile Acquisition Date”), the Company acquired Agile IWG Holdings, LLC ("Agile"), based in Canton, Ohio for total cash consideration of ~~$65.5~~$65.5 million. Agile delivers customers, primarily located in Ohio and Pennsylvania, with middle mile, last mile and campus connectivity services through hybrid fiber wireless networks that are designed, built and managed by Agile.

The ~~cash portion of the~~ purchase price was funded through borrowings under the Company's former Receivables Facility and the Revolving Credit Facility (see Note 5).

The valuation of the assets acquired and liabilities assumed iswas based on estimated fair values at the Agile Acquisition Date. The allocation ~~disclosed below is considered preliminary in nature due~~of consideration to the ~~ongoing work by management, with the assistance of third party experts, to refine the fair value estimates. The Company considers the allocation~~net tangible and intangible assets acquired and liabilities assumed reflects various fair value estimates ~~of property, plant~~ and ~~equipment, ROU Assets and Liabilities, Intangible Assets and Goodwill to be preliminary in nature as of September 30, 2022.~~analyses, including work performed by third-party valuation specialists. The ~~Company expects to continue to obtain information to assist in determining the fair value~~determination of the ~~net~~final purchase price allocation to specific assets acquired ~~as of the Agile Acquisition Date while the measurement period remains open.~~ and liabilities assumed is complete.~~Measurement period adjustments~~

No expenses related to the Agile acquisition ~~of Agile will be applied retrospectively~~were recorded in the three months ended September 30, 2023, and nominal expenses related to the Agile ~~Acquisition Date.~~

acquisition were recorded in the nine months ended September 30, 2023. The Company incurred ~~$1.9 million in~~ acquisition expenses related to the Agile acquisition of ~~which $0.3~~$0.3 million and ~~$1.9~~$1.9 million ~~was recorded~~ in the three and nine months ended September 30, 2022, respectively. ~~No expenses related to the Agile acquisition were recorded in the Predecessor period in 2021 or the Successor period in 2021.~~ These expenses are recorded in "Transaction and integration costs" on the Condensed Consolidated Statements of Operations.

Based on fair value estimates, the purchase price has been allocated ~~on a preliminary basis~~ to individual assets acquired and liabilities assumed as follows:


(dollars in millions)	Agile		Agile
Assets acquired
Receivables and other current assets	$	1.5	$	1.8
Property, plant and equipment		10.2		10.2
Operating lease right-of-use assets		27.8		27.8
Intangible assets		19.4		19.4
Goodwill		35.3		35.0
Total assets acquired		94.2		94.2
Liabilities assumed
Accrued expenses and other current liabilities		2.5		2.5
Operating lease liabilities		25.7		25.7
Other noncurrent liabilities		0.5		0.5
Total liabilities assumed		28.7		28.7
Net assets acquired	$	65.5	$	65.5

In connection with this acquisition, the Company recorded goodwill attributable to a diversified customer base and acquired workforce with industry expertise. The ~~Company is continuing to evaluate the~~ amount of goodwill ~~that~~related to this acquisition is ~~expected to be~~ deductible for income tax purposes.

~~During~~In the ~~third~~second quarter of ~~2022,~~2023, the Company recorded a measurement period ~~adjustments for Agile~~adjustment to reflect ~~refinements in~~the tax impact on the fair value ~~estimates~~of property, plant and equipment and intangible assets acquired which resulted in ~~addition~~a decrease to ~~a working capital adjustment~~"Deferred income tax liability" and to "Goodwill" of ~~$0.4 million that increased the purchase price to $65.5~~$4.4 million. ~~Most significant~~Measurement period adjustments ~~recorded were~~ related to the acquired operating leases included in Operating right-of-use assets” and Operating lease liabilities,” deferred tax liabilities included in “Other noncurrent liabilities” and “Intangible assets.” The offsetacquisition of Agile were applied retrospectively to ~~these adjustments were recorded as a net decrease to “Goodwill.”~~the Agile Acquisition Date.

Based on fair value estimates, the identifiable intangible assets acquired are as follows:


(dollars in millions)	Fair Value		Useful Lives
Customer relationships	$	16.0	15 years
Trade names		2.3	10 years
Technology		1.1	7 years
Total identifiable intangible assets	$	19.4

(dollars in millions)

Fair Value

Useful Lives
      Customer relationships

$
16.0

15 years
      Trade names

2.3

10 years
      Technology

1.1

7 years
Total identifiable intangible assets

$
19.4

The Network segment provides products and services to both residential and commercial customers that can be categorized as Fioptics, ~~previously referred to as “Consumer/SMB Fiber” in Hawaii and collectively with Fioptics in Cincinnati,~~ Enterprise Fiber or Legacy. The products and services within these three categories can be further categorized as either Data, Voice, Video or Other. Fioptics 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. Subsequent to the Company’s ~~acquisition~~acquisitions of Agile and OTT, services provided by Agile and OTT are also included in Enterprise Fiber.

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 aan initial 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 typically have a duration ranging from 15 to 25 ~~years.~~years.

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 September 30, ~~2022,~~2023, 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 ~~$183.5~~$194.6 million. 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 customer contracts is as follows:

The Company has identified four distinct performance obligations in the Network 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 Network segment can be categorized into three main categories that include 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 and business 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 Network segment. For Data, Video and Voice products in 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.

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 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.

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 Network 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 Cloud and Communications services in the IT Services and Hardware segment that require us to incur installation and provisioning expenses. The asset recognized for Cloud and 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 Cloud and Communications 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.

The following table presents the activity for the Company’s contract assets:


	Fulfillment Costs									Cost of Acquisition									Total 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			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
Balance as of December 31, 2022																												$	2.5		$	2.7		$	5.2		$	12.0		$	1.0		$	13.0		$	14.5		$	3.7		$	18.2
Additions		0.5			0.5			1.0			2.6			0.7			3.3			3.1			1.2			4.3			0.5			0.5			1.0			3.0			0.2			3.2			3.5			0.7			4.2
Amortization		(0.1	)		(0.1	)		(0.2	)		(0.4	)		(0.1	)		(0.5	)		(0.5	)		(0.2	)		(0.7	)		(0.2	)		(0.2	)		(0.4	)		(1.2	)		(0.2	)		(1.4	)		(1.4	)		(0.4	)		(1.8	)
Balance as of March 31, 2022		1.1			1.1			2.2			5.5			0.9			6.4			6.6			2.0			8.6
Balance as of March 31, 2023																													2.8			3.0			5.8			13.8			1.0			14.8			16.6			4.0			20.6
Additions		0.6			0.9			1.5			2.4			0.3			2.7			3.0			1.2			4.2			0.5			0.6			1.1			2.8			0.2			3.0			3.3			0.8			4.1
Amortization		(0.1	)		(0.1	)		(0.2	)		(0.4	)		(0.4	)		(0.8	)		(0.5	)		(0.5	)		(1.0	)		(0.2	)		(0.3	)		(0.5	)		(1.3	)		(0.2	)		(1.5	)		(1.5	)		(0.5	)		(2.0	)
Balance as of June 30, 2022		1.6			1.9			3.5			7.5			0.8			8.3			9.1			2.7			11.8
Balance as of June 30, 2023																													3.1			3.3			6.4			15.3			1.0			16.3			18.4			4.3			22.7
Additions		0.6			0.7			1.3			3.2			0.3			3.5			3.8			1.0			4.8			0.6			0.4			1.0			3.0			0.2			3.2			3.6			0.6			4.2
Amortization		(0.1	)		(0.2	)		(0.3	)		(0.8	)		(0.2	)		(1.0	)		(0.9	)		(0.4	)		(1.3	)		(0.2	)		(0.4	)		(0.6	)		(1.4	)		(0.2	)		(1.6	)		(1.6	)		(0.6	)		(2.2	)
Balance as of September 30, 2022	$	2.1		$	2.4		$	4.5		$	9.9		$	0.9		$	10.8		$	12.0		$	3.3		$	15.3
Balance as of September 30, 2023																												$	3.5		$	3.3		$	6.8		$	16.9		$	1.0		$	17.9		$	20.4		$	4.3		$	24.7

The Company recognizes a liability for cash received up-front for IRU contracts. At September 30, ~~2022~~2023 and December 31, ~~2021, $2.8~~2022, $3.9 million and ~~$2.2~~$3.2 million, respectively, of contract liabilities were included in "Other current liabilities." At September 30, ~~2022~~2023 and December 31, ~~2021, $55.3~~2022, $71.5 million and ~~$57.2~~$74.2 million, respectively, of contract liabilities were included in "Other noncurrent liabilities."

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


	Successor			Successor			Predecessor			Successor			Successor			Predecessor			Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in millions)	Three Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			2023			2022			2023			2022
Data	$	132.8		$	31.6		$	91.7		$	388.4		$	31.6		$	334.6		$	139.7		$	132.8		$	414.1		$	388.4
Video		47.8			12.2			35.3			144.8			12.2			131.8			47.8			47.8			144.7			144.8
Voice		58.2			15.8			46.8			175.2			15.8			177.3			53.3			58.2			165.2			175.2
Other		12.3			2.1			6.6			33.2			2.1			20.5			9.4			12.3			26.9			33.2
Total Network		251.1			61.7			180.4			741.6			61.7			664.2			250.2			251.1			750.9			741.6
Consulting		86.9			21.6			56.5			253.8			21.6			193.6			85.1			86.9			258.8			253.8
Cloud		25.1			6.6			18.7			74.8			6.6			66.4			30.6			25.1			86.3			74.8
Communications		56.1			14.2			40.1			165.3			14.2			149.1			56.2			56.1			166.4			165.3
Infrastructure Solutions		49.7			9.6			23.4			121.7			9.6			83.3			32.5			49.7			110.8			121.7
Total IT Services and Hardware		217.8			52.0			138.7			615.6			52.0			492.4			204.4			217.8			622.3			615.6
Intersegment revenue		(6.8	)		(2.3	)		(4.5	)		(19.8	)		(2.3	)		(17.9	)
Total revenue	$	462.1		$	111.4		$	314.6		$	1,337.4		$	111.4		$	1,138.7
Intersegment Revenue																				(6.3	)		(6.8	)		(18.3	)		(19.8	)
Total Revenue																			$	448.3		$	462.1		$	1,354.9		$	1,337.4

The following table presents revenues disaggregated by contract type:


	Three Months Ended September 30,
(dollars in millions)	Network				IT Services and Hardware				Intersegment revenue elimination						Total
	2023		2022		2023		2022		2023			2022			2023		2022
Products and Services transferred at a point in time	$	7.4	$	6.9	$	39.7	$	44.8	$	—		$	—		$	47.1	$	51.7
Products and Services transferred over time		238.8		239.4		162.4		171.0		—			—			401.2		410.4
Intersegment revenue		4.0		4.8		2.3		2.0		(6.3	)		(6.8	)		—		—
Total revenue	$	250.2	$	251.1	$	204.4	$	217.8	$	(6.3	)	$	(6.8	)	$	448.3	$	462.1


	Nine Months Ended September 30,
(dollars in millions)	Network				IT Services and Hardware				Intersegment revenue elimination						Total
	2023		2022		2023		2022		2023			2022			2023		2022
Products and Services transferred at a point in time	$	19.5	$	20.4	$	125.1	$	121.4	$	—		$	—		$	144.6	$	141.8
Products and Services transferred over time		719.1		706.7		491.2		488.9		—			—			1,210.3		1,195.6
Intersegment revenue		12.3		14.5		6.0		5.3		(18.3	)		(19.8	)		—		—
Total revenue	$	750.9	$	741.6	$	622.3	$	615.6	$	(18.3	)	$	(19.8	)	$	1,354.9	$	1,337.4

Successor

Three Months Ended September 30, 2022

(dollars in millions)

Network

IT Services and Hardware

Intersegment revenue
elimination

Total

Products and Services transferred at a point in time

$
6.9

$
44.8

$
—

$
51.7

Products and Services transferred over time

239.4

171.0

—

410.4

Intersegment revenue

4.8

2.0

(6.8
)

—

Total revenue

$
251.1

$
217.8

$
(6.8
)

$
462.1

Successor

September 8, 2021 to September 30, 2021

(dollars in millions)

Network

IT Services and Hardware

Intersegment revenue
elimination

Total

Products and Services transferred at a point in time

$
2.1

$
11.1

$
—

$
13.2

Products and Services transferred over time

58.0

40.2

—

98.2

Intersegment revenue

1.6

0.7

(2.3
)

—

Total revenue

$
61.7

$
52.0

$
(2.3
)

$
111.4

Predecessor

July 1, 2021 to September 7, 2021

(dollars in millions)

Network

IT Services and Hardware

Intersegment revenue
elimination

Total

Products and Services transferred at a point in time

$
4.1

$
25.1

$
—

$
29.2

Products and Services transferred over time

172.9

112.5

—

285.4

Intersegment revenue

3.4

1.1

(4.5
)

—

Total revenue

$
180.4

$
138.7

$
(4.5
)

$
314.6

Successor

Nine Months Ended September 30, 2022

(dollars in millions)

Network

IT Services and Hardware

Intersegment revenue
elimination

Total

Products and Services transferred at a point in time

$
20.4

$
121.4

$
—

$
141.8

Products and Services transferred over time

706.7

488.9

—

1,195.6

Intersegment revenue

14.5

5.3

(19.8
)

—

Total revenue

$
741.6

$
615.6

$
(19.8
)

$
1,337.4

Successor

September 8, 2021 to September 30, 2021

(dollars in millions)

Network

IT Services and Hardware

Intersegment revenue
elimination

Total

Products and Services transferred at a point in time

$
2.1

$
11.1

$
—

$
13.2

Products and Services transferred over time

58.0

40.2

—

98.2

Intersegment revenue

1.6

0.7

(2.3
)

—

Total revenue

$
61.7

$
52.0

$
(2.3
)

$
111.4

Predecessor

January 1, 2021 to September 7, 2021

(dollars in millions)

Network

IT Services and Hardware

Intersegment revenue
elimination

Total

Products and Services transferred at a point in time

$
15.8

$
90.1

$
—

$
105.9

Products and Services transferred over time

635.3

397.5

—

1,032.8

Intersegment revenue

13.1

4.8

(17.9
)

—

Total revenue

$
664.2

$
492.4

$
(17.9
)

$
1,138.7

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

(dollars in millions)

IT Services and
Hardware

Network

Total Company

Goodwill, balance as of December 31, 2021

$
157.4

$
488.9

$
646.3

Activity during the year:

Adjustments to prior year Merger

2.5

2.2

4.7

Acquisition of Agile

—

35.3

35.3

Adjustments to postretirement and other benefit obligations (Note 8)

19.6

15.4

35.0

Currency translations

(2.3
)

—

(2.3
)
Goodwill, balance as of September 30, 2022

$
177.2

$
541.8

$
719.0


(dollars in millions)	IT Services and Hardware		Network			Total Company
Goodwill, balance as of December 31, 2022	$	177.6	$	545.9		$	723.5
Activity during the year:
Adjustments to prior year acquisition of Agile		—		(4.4	)		(4.4	)
Acquisition of OTT		—		1.1			1.1
Currency translations		0.2		—			0.2
Goodwill, balance as of September 30, 2023	$	177.8	$	542.6		$	720.4

~~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 is complete at September 30, 2022. In addition, goodwill in the Network segment increased by $35.3 million due to the acquisition of Agile. See Note 2 for further information related to the acquisitions of Agile ~~acquisition.~~and OTT.

No impairment losses were recognized in goodwill for the three and nine months ended September 30, ~~2022, the Successor period in 2021~~2023 and ~~the Predecessor periods included within the three and nine months ended September 30, 2021~~2022..

Intangible Assets

The Company’s intangible assets consisted of the following:


	September 30, 2022							December 31, 2021							September 30, 2023							December 31, 2022
	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	$	861.4	$	(114.2	)	$	747.2	$	850.0	$	(36.2	)	$	813.8	$	862.4	$	(214.4	)	$	648.0	$	862.1	$	(140.7	)	$	721.4
Trade names		109.3		(16.9	)		92.4		108.0		(5.0	)		103.0		109.6		(32.3	)		77.3		109.5		(20.5	)		89.0
Technology		6.1		(0.8	)		5.3		5.0		(0.2	)		4.8		6.1		(1.7	)		4.4		6.0		(1.0	)		5.0
Total		976.8		(131.9	)		844.9		963.0		(41.4	)		921.6		978.1		(248.4	)		729.7		977.6		(162.2	)		815.4
Intangible assets not subject to amortization
FCC licenses and spectrum usage rights		6.9		—			6.9		6.7		—			6.7		7.1		—			7.1		6.9		—			6.9
Perpetual licenses																6.8		—			6.8		6.8		—			6.8
Total intangible assets	$	983.7	$	(131.9	)	$	851.8	$	969.7	$	(41.4	)	$	928.3	$	992.0	$	(248.4	)	$	743.6	$	991.3	$	(162.2	)	$	829.1

In connection with the Merger, the company recorded $963.0 million of finite-lived intangible assets and $6.6 million of indefinite-lived intangible assets representing the fair values at the Merger Date. As a result of the acquisition of ~~Agile,~~OTT, the Company recorded ~~$19.4 million of~~a nominal finite-lived intangible ~~assets~~asset representing the preliminary fair value at the ~~Agile~~OTT Acquisition ~~date.~~Date. See Note 2 for additional information regarding the ~~Merger and~~ acquisition of ~~Agile.~~ OTT. The change in gross carrying amounts for finite-lived intangible assets is also 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 ~~$31.2~~$28.7 million and ~~$91.2~~$86.1 million for the three and nine months ended September 30, 2023, respectively. Amortization expense for finite-lived intangible assets was $31.2 million and $91.2 million for the three and nine months ended September 30, 2022, respectively. Amortization expense for finite-lived intangible assets was $8.4 million in the Successor period in 2021. In the Predecessor periods included within the three and nine months ended September 30, 2021, amortization expense for finite-lived intangible assets was $2.7 million and $9.9 million, respectively. In addition to amortization expense, the changes in ~~finite-lived~~definite-lived intangible assets from December 31, ~~2021~~2022 to September 30, ~~2022~~2023 are due to foreign currency translation.NoNo impairment losses were recognized on intangible assets for the three and nine months ended September 30, ~~2022, the Successor period in 2021~~2023 and ~~the Predecessor periods included within the three and nine months ended September 30, 2021.~~2022.

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


Customer relationships		15 years
Trade names		3 to 10 years
Technology		7 years

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


(dollars in millions)
Three months ended December 31, 2023	$	28.7
2024		105.4
2025		93.7
2026		86.5
2027		79.3
Thereafter		336.1
Total	$	729.7

(dollars in millions)

Three months ended December 31, 2022

$
30.6

2023

115.1

2024

105.8

2025

93.6

2026

86.2

Thereafter

413.6

Total

$
844.9

5. Debt and Other Financing Arrangements

The Company’s debt consists of the following:


(dollars in millions)	September 30, 2022			December 31, 2021			September 30, 2023			December 31, 2022
Current portion of long-term debt:
Credit Agreement - Term B-1 Loans	$	5.0		$	5.0		$	5.0		$	5.0
Credit Agreement - Term B-2 Loans		6.5			6.5			6.5			6.5
7 1/4% Senior Notes due 2023 ⁽¹⁾		23.1			—
Credit Agreement - Term B-3 Loans								2.0			—
7 1/4% Notes due 2023 (1)								—			22.8
Paniolo Fiber Assets Financing Arrangement		0.5			0.5			0.4			0.5
Other financing arrangements		0.3			0.5			0.2			0.3
Finance lease liabilities		9.3			7.2			11.6			9.9
Current portion of long-term debt		44.7			19.7			25.7			45.0
Long-term debt, less current portion:
Receivables Facility		178.4			153.6			—			186.9
Network Receivables Facility								33.9			—
CBTS Receivables Facility								211.9			—
Credit Agreement - Revolving Credit Facility		164.0			—			36.0			223.0
Credit Agreement - Term B-1 Loans		491.3			495.0			486.3			490.0
Credit Agreement - Term B-2 Loans		638.6			643.5			632.1			637.0
7 1/4% Senior Notes due 2023 ⁽¹⁾		—			24.0
Credit Agreement - Term B-3 Loans								197.5			—
Various Cincinnati Bell Telephone notes ⁽¹⁾		96.6			97.5			95.4			96.4
Paniolo Fiber Assets Financing Arrangement		21.9			22.3			21.6			21.8
Digital Access Ohio Advance								3.7			0.9
Other financing arrangements		—			0.4			0.6			—
Finance lease liabilities		42.0			42.3			39.5			43.1
		1,632.8			1,478.6			1,758.5			1,699.1
Net unamortized discount		(4.5	)		(4.9	)		(5.7	)		(4.3	)
Unamortized note issuance costs		(40.1	)		(44.8	)		(36.2	)		(38.8	)
Long-term debt, less current portion		1,588.2			1,428.9			1,716.6			1,656.0
Total debt	$	1,632.9		$	1,448.6		$	1,742.3		$	1,701.0

(1)

As of September 30, 2023, the net carrying amount of the Various Cincinnati Bell Telephone notes included an unamortized fair value adjustment recorded on the Company's merger date, September 7, 2021, of $7.5 million. As of December 31, 2022, the net carrying amounts of the 7 ¼% Notes due 2023 and Various Cincinnati Bell Telephone notes included unamortized fair value adjustments recorded on the Company's merger date, September 7, 2021, of $0.5 million and $8.5 million, respectively. Each adjustment is amortized over the life of the respective notes and is recorded as a reduction of interest expense.

~~(1)~~

~~As of September 30, 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 $0.8 million and $8.7 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 ~~$164.0~~$36.0 million of outstanding borrowings on the Credit Agreement’s revolving credit facility, leaving ~~$236.0~~$364.0 million available for borrowings as of September 30, ~~2022.~~2023. The revolving credit facility matures in September 2026, and the Term B-1 Loans and Term B-2 loans under the Credit Agreement mature in November 2028.

In May 2023, the Company entered into an Incremental Amendment to the Credit Agreement (the "Incremental Amendment”) to provide for the incurrence of a new tranche of $200.0 million senior secured term loans (the “Term B-3 Loans”). The Term B-3 Loans will mature in November 2028 and will bear interest at a floating rate plus a margin equal to (x) 3.00% for Term B-3 Loans bearing interest based on the Base Rate (as defined in the Credit Agreement) and (y) 4.00% for Term B-3 Loans bearing interest based on Term SOFR. All other material terms, conditions and covenants of the Credit Agreement were unchanged by the Incremental Amendment.

One of the syndicated lenders of the Term B-1 Loans and Term B-3 Loans in the Credit Agreement is a cooperative bank owned by its customers. Annually, this bank distributes patronage in the form of cash and stock in the cooperative based on the Company’s average outstanding loan balance. The Company will recognize the patronage, generally as declared, in “Other (income) expense, net.” The stock component will be recognized at its stated cost basis.

Accounts Receivable Securitization Facility

On January 31, 2023, the Company, together with certain of its U.S. and Canadian subsidiaries, made certain amendments (the “Amendments”) to the Company’s accounts receivable securitization facility ("Receivables Facility"). The Amendments amend the Receivables Facility to, among other things: (i) increase the total maximum borrowing capacity to $280.0 million, (ii) separate the Receivables Facility into two separate facilities, with (A) the existing Receivables Facility (the “Network Receivables Facility”), as amended by the Amendments, covering receivables originated by certain U.S. subsidiaries of the Company including Cincinnati Bell Telephone Company LLC, Hawaiian Telcom Communications, Inc. and certain of their respective subsidiaries having a maximum borrowing capacity of $55.0 million and (B) a new facility (the “CBTS Receivables Facility”) covering receivables originated by certain U.S. and Canadian subsidiaries in the Company's IT Services and Hardware segment including CBTS Technology Solutions LLC and OnX Enterprise Solutions Ltd. having a maximum borrowing capacity of $225.0 million, (iii) move the receivables monetization arrangements from the Network Receivables Facility to the CBTS Receivables Facility, and (iv) make applicable technical and conforming changes thereto. In addition, the Amendments extend the renewal dates of each facility to January 2025 and the termination dates of each facility to January 2026.

As of September 30, ~~2022,~~2023, the Company had ~~$178.4~~$33.9 million in borrowings and ~~$21.0~~$16.2 million of letters of credit outstanding under the ~~accounts receivable securitization facility ("~~Network Receivables ~~Facility”),~~Facility, leaving ~~$14.6~~$1.4 million remaining availability on the total borrowing capacity of ~~$214.0~~$51.5 million. As of September 30, 2023, the Company had $211.9 million in borrowings and $0.5 million of letters of credit outstanding under the CBTS Receivables Facility, leaving $9.4 million remaining availability on the total borrowing capacity of $221.8 million. The maximum borrowing limit for loans and letters of credit under the Network Receivables Facility and the CBTS Receivables Facility is ~~$215.0~~$55.0 million and $225.0 million, respectively, in the aggregate. The available borrowing capacity on each facility is calculated monthly based on the quantity and quality of outstanding accounts receivable, and thus may be lower than the maximum borrowing limit. ~~The~~

Under the Network Receivables Facility ~~is subject to renewal in June 2023~~ and ~~has a termination date in June 2024. In~~ the ~~second quarter of 2022,~~ the Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions including the replacement of LIBOR with SOFR, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York.

~~Under the~~CBTS 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"), or CBTS Funding LLC (“CBTSF”), wholly-owned consolidated subsidiaries of the Company. Although CBF, CBFC and ~~CBFC~~CBTSF are wholly-owned consolidated subsidiaries of the Company, CBF, CBFC and ~~CBFC~~CBTSF 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, CBFC or ~~CBFC,~~CBTSF, such accounts receivable are legally assets of CBF, CBFC and ~~CBFC~~CBTSF and, as such, are not available to creditors of other subsidiaries or the parent company. ~~The~~As a result of the Amendments, the CBTS Receivables Facility includes an option for ~~CBF~~CBTSF to sell, rather than borrow against, certain receivables on a non-recourse basis. As of September 30, ~~2022,~~2023, the outstanding balance of certain accounts receivable sold, rather than borrowed against, was ~~$46.3~~$13.3 million.

Paniolo Fiber Assets Financing Arrangement

In the third quarter of 2023, the Company executed an amendment to the Paniolo fiber assets financing arrangement to replace LIBOR, the benchmark rate of interest, with Adjusted Term SOFR which is defined in the amendment as Term SOFR plus 0.1%. As a result of the amendment, borrowings under the Paniolo fiber assets financing arrangement bear interest at a rate per annum equal to Adjusted Term SOFR plus 3.0%. All other material terms and conditions of the Paniolo fiber assets financing arrangement were unchanged by the amendment.

Repayment of Notes

In the second quarter of 2023, the Company repaid the remaining $22.3 million outstanding principal amount of its 7 1/4% Notes due 2023 and related accrued and unpaid interest due upon the maturity date of the notes.

The Company primarily leases real estate for offices, retail stores and central offices, as well as equipment, cell towers, designated space on third party 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	September 30, 2023		December 31, 2022
Operating lease assets, net of amortization	Operating lease right-of-use assets	$	75.2	$	73.1
Finance lease assets, net of amortization	Property, plant and equipment, net		16.9		16.5
Operating lease liabilities:
Current operating lease liabilities	Other current liabilities		11.8		12.7
Noncurrent operating lease liabilities	Operating lease liabilities		68.9		66.1
Total operating lease liabilities			80.7		78.8
Finance lease liabilities:
Current finance lease liabilities	Current portion of long-term debt		11.6		9.9
Noncurrent finance lease liabilities	Long-term debt, less current portion		39.5		43.1
Total finance lease liabilities		$	51.1	$	53.0

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 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.

The Company uses non-designated cash flow hedges including interest rate swap agreements and interest rate cap agreements toto 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. Interest rate caps provide that the counterparty will pay the purchaser at the end of each contractual period in which the index interest rate exceeds the contractually agreed upon cap rate.

In the first quarter of 2023, the Company entered into three forward starting non-amortizing interest rate swaps to convert variable rate debt to fixed rate debt. The interest rate swaps have notional amounts of $150.0 million, $150.0 million and $100.0 million resulting in interest payments based on an average fixed rate per swap of 3.6875%, 3.6500% and 3.5095%, respectively. The interest rate swaps expire in March 2027.

In the second quarter of 2022, the Company entered into three forward starting non-amortizing interest rate swaps to convert variable rate debt to fixed rate debt. The interest rate swaps have notional amounts of ~~$175.0~~$175.0 million, ~~$115.0~~$115.0 million and ~~$85.0~~$85.0 million resulting in interest payments based on an average fixed rate per swap of ~~2.9185%~~2.9185%, ~~2.8520%~~2.8520% and ~~2.8605%~~2.8605%, ~~respectively, plus the applicable margin per the requirements in the Credit Agreement.~~respectively. The interest rate swaps expire in May ~~2026.~~2026.

In the second quarter of 2022, the Company entered into two interest rate cap agreements to limit exposure to interest rate risk on variable rate debt. The interest rate caps each have a cap rate of ~~3.0%~~3.0% with notional amounts of ~~$200.0~~$200.0 million and ~~$175.0~~$175.0 million and deferred premiums of ~~$6.7~~$6.7 million and ~~$5.3~~$5.3 million, respectively. The deferred premiums will be paid on a monthly basis over the term of the respective interest rate cap. The interest rate caps expire in May 2026.

The fair value of the Company's interest rate swaps and interest rate caps 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.

The Company does not apply hedge accounting to the interest rate swaps and interest rate caps and records all mark-to-market adjustments directly to “Other ~~(income) expense,~~income, net” in the Condensed Consolidated Statements of Operations. The fair values of the interest rate swaps and interest rate caps 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 September 30, 2023, the fair values of the interest rate swaps and interest rate caps are recorded in the Condensed Consolidated Balance Sheets as follows:


(dollars in millions)	Balance Sheet Location	September 30, 2023		Quoted Prices in active markets Level 1		Significant observable inputs Level 2		Significant unobservable inputs Level 3
Assets:
Interest Rate Swap	Other current assets	$	16.0	$	—	$	16.0	$	—
Interest Rate Swap	Other noncurrent assets	$	11.4	$	—	$	11.4	$	—
Interest Rate Cap	Other current assets	$	5.7	$	—	$	5.7	$	—
Interest Rate Cap	Other noncurrent assets	$	2.3	$	—	$	2.3	$	—

As of December 31, 2022, the fair values of the interest rate swaps and interest rate caps are recorded in the Condensed Consolidated Balance Sheets as follows:


(dollars in millions)	Balance Sheet Location	September 30, 2022		Quoted Prices in active markets Level 1		Significant observable inputs Level 2		Significant unobservable inputs Level 3		Balance Sheet Location	December 31, 2022		Quoted Prices in active markets Level 1		Significant observable inputs Level 2		Significant unobservable inputs Level 3
Assets:
Interest Rate Swap	Other current assets	$	5.0	$	—	$	5.0	$	—	Other current assets	$	7.2	$	—	$	7.2	$	—
Interest Rate Swap	Other noncurrent assets	$	8.3	$	—	$	8.3	$	—	Other noncurrent assets	$	5.1	$	—	$	5.1	$	—
Interest Rate Cap	Other current assets	$	1.5	$	—	$	1.5	$	—	Other current assets	$	3.8	$	—	$	3.8	$	—
Interest Rate Cap	Other noncurrent assets	$	0.2	$	—	$	0.2	$	—
Liabilities:
Interest Rate Cap	Other noncurrent liabilities	$	0.2	$	—	$	0.2	$	—	Other noncurrent liabilities	$	2.4	$	—	$	2.4	$	—

The following table summarizes the location of gains in the Condensed Consolidated Statements of Operations that were recognized during the three and nine months ended September 30, 2023 and 2022, in addition to the derivative contract type:

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 with an expiration date in June 2023. The interest rate swap resulted in interest payments based on an average fixed rate of 2.938% plus the applicable margin per the requirements in the Company’s former Corporate 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 with expiration dates in March 2024. The interest rate swaps resulted 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 Company’s former Corporate Credit Agreement.

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 was categorized as Level 2 in the fair value hierarchy as they were based on well-recognized financial principles and available market data.

The Company terminated four interest rate swaps in the Predecessor period of the third quarter of 2021 in connection with the repayment in full of the Term Loan B under the Company’s former Corporate Credit Agreement that occurred as part of the Merger Agreement.

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

The carrying values of the Company's financial instruments approximate the estimated fair values as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, except for the Company's long-term debt and other financing arrangements. The carrying and fair values of these items are as follows:


	September 30, 2023				December 31, 2022
(dollars in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion*	$	1,726.6	$	1,683.9	$	1,686.5	$	1,647.0
Other financing arrangements		47.3		40.1		50.1		45.3

September 30, 2022

December 31, 2021

(dollars in millions)

Carrying Value

Fair Value

Carrying Value

Fair Value

Long-term debt, including current portion*

$
1,621.4

$
1,559.9

$
1,443.0

$
1,443.0

Other financing arrangements

51.3

44.0

53.1

51.7

*Excludes finance leases, other financing arrangements and note issuance ~~costs.~~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 September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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 September 30, ~~2022,~~2023, the current borrowing rate was estimated by applying the Company's credit spread to the risk-free rate for a similar duration borrowing.

As of September 30, ~~2022,~~2023, the Company sponsors three 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 three and nine months ended September 30, 2022, Hawaiian ~~Telcom’s~~Telcom's pension plans made lump sum payments of ~~$1.4~~$1.4 million and ~~$6.8~~$6.8 million, respectively, resulting in a reduction of the benefit obligation of ~~$6.8~~$6.8 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 nine months ended September 30, 2022. In the periods July 1, 2021 to September 7, 2021 and January 1, 2021 to September 7, 2021, the Hawaii defined benefit plan for union employees made lump sum payments of $0.8 million and $7.4 million, respectively, resulting in a reduction of the benefit obligation of $7.4 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 period January 1, 2021 to September 7, 2021.

In the third quarter of 2022, the Company identified a correction related to the Hawaiian Telcom postretirement health and life insurance plans liability. The adjustment resulted in an increase to the ~~“Postretirement~~"Postretirement and Other Benefits ~~liability”~~liability" of ~~$45.9~~$45.9 million, an increase to ~~“Goodwill”~~"Goodwill" of ~~$35.0~~$35.0 million and reduction to ~~“Deferred~~"Deferred income tax ~~liabilities”~~liabilities" of ~~$10.9~~$10.9 million on the Condensed Consolidated Balance Sheets. The impact of the correction is immaterial to current and prior period financial statements.

In accordance with ASC 715, only the service cost component of net benefit cost is eligible for capitalization, which was immaterial for the nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022.

Pension and postretirement costs (benefits) ~~costs~~ are as follows:


	Pension Benefits									Postretirement and Other Benefits							Three Months Ended September 30,
	Successor			Successor			Predecessor			Successor		Successor		Predecessor			2023			2022			2023			2022
(dollars in millions)	Three Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2022		September 8, 2021 to September 30, 2021		July 1, 2021 to September 7, 2021			Pension Benefits						Postretirement and Other Benefits
Service cost	$	—		$	—		$	—		$	0.4	$	—	$	0.1		$	—		$	—		$	0.1		$	0.4
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		4.2			0.9			2.7			1.7		0.1		0.5			5.5			4.2			1.3			1.7
Expected return on plan assets		(6.6	)		(2.1	)		(5.2	)		—		—		—			(5.2	)		(6.6	)		—			—
Amortization of:
Prior service benefit		—			—			—			—		—		(0.4	)		—			—			(0.2	)		—
Actuarial loss		—			—			4.5			—		—		—
Pension / postretirement (benefit) cost	$	(2.4	)	$	(1.2	)	$	2.0		$	2.1	$	0.1	$	0.2
Actuarial gain																		(0.1	)		—			(1.2	)		—
Pension / postretirement cost (benefit)																	$	0.2		$	(2.4	)	$	—		$	2.1


	Nine Months Ended September 30,
	2023			2022			2023			2022
(dollars in millions)	Pension Benefits						Postretirement and Other Benefits
Service cost	$	—		$	—		$	0.3		$	0.6
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		16.5			11.9			3.9			3.1
Expected return on plan assets		(15.6	)		(20.9	)		—			—
Amortization of:
Prior service benefit		—			—			(0.6	)		—
Actuarial gain		(0.2	)		—			(3.5	)		—
Pension / postretirement cost (benefit)	$	0.7		$	(9.0	)	$	0.1		$	3.7

~~Amortizations~~Amortization of prior service benefit and actuarial ~~loss~~gain in the ~~Predecessor periods~~three and nine months ended September 30, 2023 represent reclassifications from accumulated other comprehensive income.

For the nine months ended September 30, 2023, contributions to the qualified pension plans were nominal, and contributions to the non-qualified pension plans were $1.5 million. For the nine months ended September 30, 2022, there were no contributions to the qualified pension plans, and contributions to the non-qualified pension plans were $1.6 million. Contributions to the qualified and non-qualified pension plans in the Predecessor period in 2021 were $0.9 million and $1.8 million, respectively. In the Successor period in 2021, there were no contributions to the qualified pension plans and contributions to the non-qualified pension plans were $0.2$1.6 million. Based on current assumptions, no contributions are expected to be ~~made~~nominal to the qualified pension plans in ~~2022.~~2023. Contributions to the non-qualified pension plans in ~~2022~~2023 are expected to be approximately $3$2 million.

For the nine months ended September 30, 2023 and 2022, contributions to our postretirement plans were ~~$5.3 million. For the Predecessor and Successor periods in 2021, contributions to our postretirement plans were $4.3~~$5.0 million and ~~$0.5~~$5.3 million, respectively. Management expects to make total cash payments of approximately ~~$8.0~~$7 million related to its postretirement health plans in ~~2022.~~2023.

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 September 30, 2022 and December 31, 2021, Parent is the sole shareholder of the Company’s 100 Common Shares.

9. Equity

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component were as follows:


(dollars in millions)	Unrecognized Net Periodic Pension and Postretirement Benefit (Cost)				Foreign Currency Translation Gain (Loss)			Total
Balance as of June 30, 2023	$	25.0			$	(5.2	)	$	19.8
Reclassifications, net		(1.2	)	(a)		—			(1.2	)
Foreign currency loss		—				(1.8	)		(1.8	)
Balance as of September 30, 2023	$	23.8			$	(7.0	)	$	16.8

Balance as of June 30, 2022	$	1.3			$	(2.7	)	$	(1.4	)
Remeasurement of benefit obligations		(0.8	)			—			(0.8	)
Foreign currency loss		—				(5.9	)		(5.9	)
Balance as of September 30, 2022	$	0.5			$	(8.6	)	$	(8.1	)


(dollars in millions)	Unrecognized Net Periodic Pension and Postretirement Benefit (Cost)				Foreign Currency Translation Gain (Loss)			Total
Balance as of December 31, 2022	$	27.1			$	(7.6	)	$	19.5
Reclassifications, net		(3.3	)	(a)		—			(3.3	)
Foreign currency gain		—				0.6			0.6
Balance as of September 30, 2023	$	23.8			$	(7.0	)	$	16.8

Balance as of December 31, 2021	$	2.6			$	(1.4	)	$	1.2
Remeasurement of benefit obligations		(2.1	)			—			(2.1	)
Foreign currency loss		—				(7.2	)		(7.2	)
Balance as of September 30, 2022	$	0.5			$	(8.6	)	$	(8.1	)

(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 June 30, 2022

$
1.3

$
—

$
(2.7
)

$
(1.4
)
Remeasurement of benefit obligations

(0.8
)

—

—

(0.8
)
Foreign currency loss

—

—

(5.9
)

(5.9
)
Balance as of September 30, 2022

$
0.5

$
—

$
(8.6
)

$
(8.1
)
Successor

Balance as of September 8, 2021 (remeasured upon Merger)

$
—

$
—

$
—

$
—

Foreign currency loss

—

—

(1.2
)

(1.2
)
Balance as of September 30, 2021

$
—

$
—

$
(1.2
)

$
(1.2
)

Predecessor

Balance as of June 30, 2021

$
(124.9
)

$
(15.7
)

$
1.4

$
(139.2
)
Reclassifications, net

2.8

(a)

16.2

(b)

—

19.0

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

—

(0.6
)
(c)

—

(0.6
)
Foreign currency loss

—

—

(1.4
)

(1.4
)
Balance as of September 7, 2021

$
(122.1
)

$
(0.1
)

$
—

$
(122.2
)
(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 gain, net of tax. The other components of net periodic pension and postretirement benefit plans expense are recorded in "Other components of pension and postretirement benefit plans expense (benefit)" on the Condensed Consolidated Statements of Operations. See Note 8 for further disclosures.

(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

$
—

$
(1.4
)

$
1.2

Remeasurement of benefit obligations

(2.1
)

—

—

(2.1
)
Foreign currency loss

—

—

(7.2
)

(7.2
)
Balance as of September 30, 2022

$
0.5

$
—

$
(8.6
)

$
(8.1
)
Successor

Balance as of September 8, 2021 (remeasured upon Merger)

$
—

$
—

$
—

$
—

Foreign currency loss

—

—

(1.2
)

(1.2
)
Balance as of September 30, 2021

$
—

$
—

$
(1.2
)

$
(1.2
)

Predecessor

Balance as of December 31, 2020

$
(138.8
)

$
(19.7
)

$
(1.2
)

$
(159.7
)
Remeasurement of benefit obligations

6.0

—

—

6.0

Reclassifications, net

10.7

(a)

19.7

(b)

—

30.4

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

—

(0.1
)
(c)

—

(0.1
)
Foreign currency gain

—

—

1.2

1.2

Balance as of September 7, 2021

$
(122.1
)

$
(0.1
)

$
—

$
(122.2
)

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 two business segments identified as (1) Network and (2) IT Services and Hardware.

The Network 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 and business 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 subsidized fiber build project revenue related to extending the Company’s fiber network in the Greater Cincinnati territory subsidized through our UniCity ~~program.~~program and in Hawaii subsidized through a customer contract. In May 2022, the Company acquired Agile and includes Agile’s financial results in the Network segment.

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:


	Successor			Successor			Predecessor			Successor			Successor			Predecessor			Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in millions)	Three Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			2023			2022			2023			2022
Revenue
Network	$	251.1		$	61.7		$	180.4		$	741.6		$	61.7		$	664.2		$	250.2		$	251.1		$	750.9		$	741.6
IT Services and Hardware		217.8			52.0			138.7			615.6			52.0			492.4			204.4			217.8			622.3			615.6
Intersegment		(6.8	)		(2.3	)		(4.5	)		(19.8	)		(2.3	)		(17.9	)		(6.3	)		(6.8	)		(18.3	)		(19.8	)
Total revenue	$	462.1		$	111.4		$	314.6		$	1,337.4		$	111.4		$	1,138.7		$	448.3		$	462.1		$	1,354.9		$	1,337.4
Intersegment revenue
Network	$	4.8		$	1.6		$	3.4		$	14.5		$	1.6		$	13.1		$	4.0		$	4.8		$	12.3		$	14.5
IT Services and Hardware		2.0			0.7			1.1			5.3			0.7			4.8			2.3			2.0			6.0			5.3
Total intersegment revenue	$	6.8		$	2.3		$	4.5		$	19.8		$	2.3		$	17.9		$	6.3		$	6.8		$	18.3		$	19.8
Operating (loss) income
Network	$	(27.2	)	$	(2.3	)	$	18.9		$	(49.2	)	$	(2.3	)	$	78.3		$	(7.0	)	$	(27.2	)	$	(39.8	)	$	(49.2	)
IT Services and Hardware		(0.7	)		1.7			9.0			(10.7	)		1.7			25.2			(9.4	)		(0.7	)		(14.4	)		(10.7	)
Corporate		(8.8	)		(0.8	)		(63.2	)		(24.2	)		(0.8	)		(75.8	)		(5.6	)		(8.8	)		(17.3	)		(24.2	)
Total operating (loss) income	$	(36.7	)	$	(1.4	)	$	(35.3	)	$	(84.1	)	$	(1.4	)	$	27.7
Total operating loss																			$	(22.0	)	$	(36.7	)	$	(71.5	)	$	(84.1	)
Expenditures for long-lived assets*
Network	$	131.7		$	33.4		$	92.0		$	384.3		$	33.4		$	199.8		$	179.4		$	131.7		$	474.5		$	384.3
IT Services and Hardware		9.3			3.3			4.0			22.7			3.3			15.9			5.4			9.3			19.1			22.7
Corporate		0.1			1,620.7			—			0.1			1,620.7			—			—			0.1			0.2			0.1
Total expenditures for long-lived assets	$	141.1		$	1,657.4		$	96.0		$	407.1		$	1,657.4		$	215.7		$	184.8		$	141.1		$	493.8		$	407.1
Depreciation and amortization
Network	$	104.7		$	24.3		$	44.5		$	301.5		$	24.3		$	166.9		$	84.3		$	104.7		$	279.5		$	301.5
IT Services and Hardware		26.8			5.8			7.6			79.4			5.8			27.9			24.8			26.8			74.3			79.4
Corporate		—			0.1			—			0.2			0.1			0.1			0.1			—			0.3			0.2
Total depreciation and amortization	$	131.5		$	30.2		$	52.1		$	381.1		$	30.2		$	194.9		$	109.2		$	131.5		$	354.1		$	381.1

*Includes cost of acquisitions


(dollars in millions)	September 30, 2023		December 31, 2022
Assets
Network	$	3,449.6	$	3,218.5
IT Services and Hardware		979.0		812.2
Corporate and eliminations		138.7		404.9
Total assets	$	4,567.3	$	4,435.6

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

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 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.

This Management’s Discussion and Analysis section provides an overview of Cincinnati Bell Inc.’s financial condition as of September 30, ~~2022~~2023 and the results of operations for the three and nine months ended September 30, ~~2022, January 1, 2021 through September 7, 2021, July 1, 2021 through September 7, 2021~~2023 and September 8, 2021 through September 30, 2021. References in this Quarterly Report to “Successor” refer to the Company on or after September 8, 2021 and references to “Predecessor” refer to the results prior to September 8, 2021.2022. 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, ~~2021.~~2022. Results for interim periods may not be indicative of results for the full year or any other interim period.

Our results of operations as reported in our Condensed Consolidated Financial Statements for these periods are prepared in accordance with GAAP. Although GAAP requires that we report on our results for the period from January 1, 2021 through September 7, 2021 and the period from September 8, 2021 through September 30, 2021 separately, management views the Company’s operating results for the nine months ended September 30, 2021 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods.

To enhance the analysis of our operating results for the periods presented, we have included a discussion of selected financial and operating data of the Predecessor and Successor on a combined basis for the three and nine months ended September 30, 2021. This presentation consists of the mathematical addition of selected financial and operating data of the Predecessor for the period from January 1, 2021 to September 7, 2021 plus the comparable financial and operating data of the Successor for the period from September 8, 2021 to September 30, 2021. There are no other adjustments made in the combined presentation. The mathematical combination of selected financial and operating data is included below under the heading "Three Months Ended September 30, 2021" and “Nine Months Ended September 30, 2021” and this data is a non-GAAP presentation. Management believes that this selected financial and operating data provides investors with useful information upon which to assess our operating performance because the results of operations for a three and nine-month period correspond to how we have reported our results in the past and how we will report our results in the future.

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 our IT Services business, which is branded as CBTS ~~or our Hawaiian Telcom business.~~

On March 13, 2020, the Company 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~~U.S. and Europe and OnX 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 subsidiary of Parent.Canada.

Upon completion of the Merger, Parent was deemed the accounting acquirer and Cincinnati Bell Inc. the accounting acquiree. Under the acquisition method of accounting, the assets and liabilities associated with Cincinnati Bell Inc. were recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill.

Segment results described in the Executive Summary are net of intercompany eliminations.

Cincinnati Bell Inc. and its consolidated subsidiaries ("altafiber," "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 our Network segment, ~~previously referred to as Entertainment and Communications,~~ 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 ~~$462.1 million and $1,337.4~~$448.3 million for the three months ended September 30, 2023 decreased $13.8 million compared to the same period in 2022 primarily due to the decrease in Infrastructure Solutions revenue which was impacted by declines in professional services projects and the sale of hardware. Fioptics revenue increased $8.0 million for the three months ended September 30, 2023 compared to the same period in the prior year as the Company's continued focus on high-speed internet activations was partially offset by lower subsidized fiber build revenue while Legacy revenue decreased $10.1 million compared to the comparable period in 2022.

Consolidated revenue totaling $1,354.9 million for the nine months ended September 30, ~~2022~~2023 increased ~~$36.1~~$17.5 million ~~and $87.3 million, respectively,~~ compared to the ~~combined Predecessor and Successor periods included within~~same period in the ~~three and nine months ended September 30, 2021~~prior year due to strategic revenue growth in both segments offsetting declines in Legacy revenue and Infrastructure Solutions revenue. ~~For~~Fioptics revenue increased $28.8 million for the ~~three and~~ nine months ended September 30, 2023 compared to the same period in 2022 ~~Fioptics~~due to similar trends that impacted the quarter while Legacy revenue ~~increased $14.4~~decreased $29.4 million ~~and $37.8 million, respectively,~~ compared to the comparable ~~combined Predecessor and Successor periods~~period in 2022. Additionally, Agile IWG Holdings, LLC ("Agile") contributed incremental revenue of $7.0 million for the nine months ended September 30, 2023 compared to the same period in the prior year as the Company continues to focus on high-speed internet activations while Legacy revenue decreased $10.5 million and $32.0 million, respectively, compared to the comparable combined Predecessor and Successor periods in 2021.year. IT Services and Hardware revenue growth was ~~impacted most significantly~~primarily due to services for existing customers which continue to bill and grow in the Consulting practice and the Infrastructure Solutions practice. For the three and nine months ended September 30, 2022, Consulting revenue increased 11% and 18%, respectively, and Infrastructure Solutions revenue increased 51% and 31%, respectively, compared to the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021.2023 partially offset by a decrease in professional services projects.

Operating loss for the three and nine months ended September 30, ~~2022~~2023 was ~~$36.7~~$22.0 million and ~~$84.1~~$71.5 million, respectively, compared to operating loss of $36.7 million ~~for the combined Predecessor~~ and Successor periods included within the three months ended September 30, 2021 and operating income of $26.3 million for the combined Predecessor and Successor periods included within the nine months ended September 30, 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. These increases were partially offset by the decrease in transaction and integration costs in the three and nine months ended September 30, 2022 compared to the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021.

~~Interest expense decreased $5.3 million and $36.3~~$84.1 million for the three and nine months ended September 30, 2022, ~~respectively, compared to the combined Predecessor and Successor periods included within~~respectively. Lower operating loss for the three and nine months ended September 30, ~~2021~~2023 compared to the comparable periods in the prior year is primarily due to ~~the extinguishment of the 7% Senior Notes due 2024~~lower depreciation and ~~8% Senior Notes due 2025~~amortization expenses, primarily in the ~~fourth quarter of~~Network segment, due to certain assets that were given a shorter useful life when recorded at fair value on the Company's merger date, September 7, 2021, and ~~the termination of interest rate swaps~~were fully depreciated by March 31, 2023, as well as declining amortization expense on certain intangibles. In addition, transaction and integration costs decreased in the ~~Predecessor period included within the~~ three and nine months ended September 30, ~~2021.~~2023 compared to the same periods in the prior year. These decreases in the three and nine months ended September 30, 2023 compared to the same periods in 2022 were partially offset by higher SG&A expenses to support strategic revenue growth. In addition, Corporate SG&A costs in the nine months ended September 30, 2023 include $3.1 million related to employee contract termination costs.

Interest expense increased $19.0 million and $60.8 million for the three and nine months ended September 30, 2023, respectively, compared to the comparable periods in the prior year. The increase is primarily due to higher interest rates on the Company's variable-rate borrowings in addition to interest expense incurred ~~related to the $350 million incremental increase to~~on the Term ~~B-1~~B-3 Loans ~~and issuance of the Term B-2 Loans~~entered into in the ~~fourth~~second quarter of ~~2021.~~2023 and increased borrowings on the Revolving Credit Facility due 2026 and accounts receivable securitization facilities.

Other components of pension and postretirement benefit plans expense ~~decreased~~increased for the three and nine months ended September 30, ~~2022~~2023 compared to the ~~comparable combined Predecessor and Successor~~same periods in ~~the prior year~~2022 due to ~~remeasuring~~the annual remeasurement of the pension and postretirement projected benefit obligations ~~actuarial~~that resulted in additional expense due to higher interest cost on projected benefit obligations and less benefit from expected return on plan assets.

Other income, net totaled income of $14.6 million and $38.6 million for the three and nine months ended September 30, 2023, respectively, primarily due to recording gains ~~(losses)~~associated with the Company's interest rate swap agreements and ~~prior service costs (benefits) as~~interest rate cap agreements of $14.1 million and $33.6 million in the three and nine months ended September 30, 2023, respectively. In addition, the Company recorded a patronage distribution of $5.0 million from one of the ~~Merger Date as well as favorable asset returns in 2021 also favorably impacting the annual remeasurement performed in December and the Merger Date remeasurement.~~

~~Loss on extinguishment of debt recorded~~syndicated lenders in the ~~Predecessor period included within~~Company's Credit Agreement in the nine months ended September 30, ~~2021 is due to the termination of the Company’s former Corporate Credit Agreement in connection with the Merger.~~2023.

Other ~~(income) expense,~~income, net totaled ~~income of~~ $25.7 million and $14.3 million for the three and nine months ended September 30, 2022, respectively, ~~primarily~~ due to recording gains associated with the ~~Company’s~~Company's interest rate swap agreements and interest rate cap agreements of $24.7 million and $12.5 million in the three and nine months ended September 30, 2022, ~~of $24.7 million and $12.5 million,~~ respectively. Other (income) expense, net totaled expense of $19.4 million for each of the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021 due to recording a loss on termination of interest rate swaps of $20.1 million in the Predecessor period included within the three months ended September 30, 2021.

Loss before income taxes totaled ~~$34.6~~$50.8 million for the three months ended September 30, ~~2022~~2023 resulting in ~~a decrease~~an increase in the loss of ~~$62.8~~$16.2 million compared to the ~~combined Predecessor~~same period in 2022 as the decrease in operating loss and ~~Successor periods included within the three months ended September 30, 2021 primarily due~~decrease to ~~recording~~ gains onassociated with interest rate ~~swaps~~swap agreements and interest rate ~~caps~~cap agreements were more than offset by higher interest expense in the three months ended September 30, ~~2022 and recording loss on extinguishment of debt and loss on termination of interest rate swaps~~2023 compared to the same period in the ~~Predecessor period included within the three months ended September 30, 2021.~~prior year.

Loss before income taxes totaled ~~$123.1~~$153.4 million for the nine months ended September 30, ~~2022~~2023 resulting in an increase in the loss of ~~$18.5~~$30.3 million compared to the ~~combined Predecessor~~comparable period in 2022. The decrease in operating loss and ~~Successor periods included within~~the increase in other income recorded in the nine months ~~ended~~ September 30, ~~2021 as~~2023 compared to the ~~decrease~~same period in ~~operating income~~the prior year was more than offset ~~similar trends that impacted the three months ended September 30, 2022 in addition to lower~~by higher interest expense ~~and lower pension and postretirement benefit plans expense.~~

The income tax provisions for the three and nine months ended September 30, 2022 were benefits of $8.0 million and $28.5 million, respectively, which were slightly higher than the periods’ income at the statutory rate, due primarily to state tax benefit. The income tax provisions for the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021 were benefits of $18.7 million and $18.3 million, respectively. The income tax benefit recorded in the three months ended September 30, 2022 was lower than the benefit recorded in the combined Predecessor and Successor periods included within the three months ended September 30, 2021 due to lower losses before taxes in the current period. The income tax benefit recorded in the nine months ended September 30, ~~2022~~2023 compared to the comparable period in the prior year.

The income tax provision for the three months ended September 30, 2023 was a benefit of $8.1 million and is lower than the period’s loss at the statutory rate due to additional valuation allowance recorded in the quarter, offset by discrete tax items recorded in the period, most notably a $2.6 million benefit for research and development tax credits, as well as the effect of state income taxes. The income tax benefit is slightly higher than the $8.0 million income tax benefit recorded in the comparable ~~combined Predecessor and Success periods~~period in 2022 due to a higher loss in the ~~prior year due to higher losses before taxes~~reporting period than in the ~~current~~comparable period, as well as the net favorable effect of discrete tax items recorded in the reporting period.

These were offset, in part, by the valuation allowance recorded in the reporting period.

~~Beginning in March 2020 and continuing through the first quarter of 2021, our business experienced the effects of t~~he 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 began to experience ~~logistics challenges in obtaining inventory in a timely manner due to demand exceeding the supply of certain inventory products. Logistics challenges continue to impact operations in~~The income tax provision for the nine months ended September 30, ~~2022.~~ ~~Additionally, access~~2023 was a benefit of $30.7 million and is lower than the period’s loss at the statutory rate due to ~~skilled employees~~the federal and ~~contractors may create delays or increased costs~~state valuation allowances recorded against deferred tax assets, offset by discrete tax items recorded in the ~~planned build-out~~period, most notably a $2.6 million benefit for research and development tax credits, as well as the effect of state income taxes. The income tax benefit is higher than the ~~fiber network~~$28.5 million benefit recorded in ~~both geographies.~~the comparable period in 2022 due to a greater loss in the reporting period than in the comparable period, as well as the net favorable effect of discrete tax items recorded in the reporting period. These were offset, in part, by the valuation allowance recorded in the reporting period.

The Network segment provides products and services that are categorized as Fioptics, ~~previously referred to as “Consumer/SMB Fiber” in Hawaii and collectively with Fioptics in Cincinnati,~~ 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 approximately 150 years. In 2022, the Company announced that we will be doing business as "altafiber" and started our network expansion outside of this territory to provide fiber services to adjacent markets. 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. ~~In March 2022, both CBT and CBET began doing business as “altafiber” as we continue to expand our geographic reach.~~ 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~~140 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. On May 2, 2022, the Company acquired Agile, ~~IWG Holdings, LLC (“Agile”),~~ based in Canton, Ohio. Agile leases wireless infrastructure assets to third parties and provides connectivity through hybrid fiber wireless data networks primarily to customers in Ohio and Pennsylvania. On April 17, 2023, the Company acquired Ohio Transparent Telecom Inc. ("OTT"). OTT provides network security, data connectivity, and unified communications solutions to commercial and enterprise customers across multiple sectors throughout Ohio and Michigan.

Fioptics products include high-speed internet access, categorized below as data, voice lines and 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.~~program and in Hawaii subsidized through a customer contract. The Company is able to deliver speeds of up to ~~30 megabits or more~~one gigabit per second to ~~more than~~approximately 85% of Greater Cincinnati and ~~up to 20 megabits or more to~~ approximately ~~65%~~50% of ~~Hawaii's~~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. Subsequent to the Company’s ~~acquisition,~~acquisitions of Agile in May 2022 and OTT in April 2023, Enterprise Fiber revenue also includes revenue from ~~Agile.~~Agile and OTT.

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.


	Successor			Successor			Predecessor			Non-GAAP Combined			Successor			Successor			Predecessor			Non-GAAP Combined			Three Months Ended September 30,												Nine Months Ended September 30,
(dollars in millions)	Three Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2021			2023			2022			Change			% Change			2023			2022			Change			% Change
Revenue:
Data	$	132.8		$	31.6		$	91.7		$	123.3		$	388.4		$	31.6		$	334.6		$	366.2		$	139.7		$	132.8		$	6.9			5	%	$	414.1		$	388.4		$	25.7			7	%
Video		47.8			12.2			35.3			47.5			144.8			12.2			131.8			144.0			47.8			47.8			—			0	%		144.7			144.8			(0.1	)		0	%
Voice		58.2			15.8			46.8			62.6			175.2			15.8			177.3			193.1			53.3			58.2			(4.9	)		(8	)%		165.2			175.2			(10.0	)		(6	)%
Other		12.3			2.1			6.6			8.7			33.2			2.1			20.5			22.6			9.4			12.3			(2.9	)		(24	)%		26.9			33.2			(6.3	)		(19	)%
Total Revenue		251.1			61.7			180.4			242.1			741.6			61.7			664.2			725.9			250.2			251.1			(0.9	)		0	%		750.9			741.6			9.3			1	%
Operating costs and expenses:
Cost of services and products		115.4			28.1			83.1			111.2			334.5			28.1			301.2			329.3			115.5			115.4			0.1			0	%		345.7			334.5			11.2			3	%
Selling, general and administrative		55.5			11.6			33.9			45.5			152.1			11.6			118.3			129.9			57.4			55.5			1.9			3	%		165.4			152.1			13.3			9	%
Depreciation and amortization		104.7			24.3			44.5			68.8			301.5			24.3			166.9			191.2			84.3			104.7			(20.4	)		(19	)%		279.5			301.5			(22.0	)		(7	)%
Loss on impairment of long-lived assets		2.7			—			—			—			2.7			—			—			—			—			2.7			(2.7	)	n/m				—			2.7			(2.7	)	n/m
Restructuring and severance charges		—			—			—			—			—			—			(0.5	)		(0.5	)
Transaction and integration costs																										—			—			—		n/m				0.1			—			0.1		n/m
Total operating costs and expenses		278.3			64.0			161.5			225.5			790.8			64.0			585.9			649.9			257.2			278.3			(21.1	)		(8	)%		790.7			790.8			(0.1	)		0	%
Operating (loss) income	$	(27.2	)	$	(2.3	)	$	18.9		$	16.6		$	(49.2	)	$	(2.3	)	$	78.3		$	76.0
Operating loss																									$	(7.0	)	$	(27.2	)	$	20.2			(74	)%	$	(39.8	)	$	(49.2	)	$	9.4			(19	)%
Operating margin		(10.8	)%		(3.7	)%		10.5	%		6.9	%		(6.6	)%		(3.7	)%		11.8	%		10.5	%		(2.8	)%		(10.8	)%				8.0 pts				(5.3	)%		(6.6	)%				1.3 pts
Capital expenditures	$	131.3		$	32.1		$	41.5		$	73.6		$	318.8		$	32.1		$	149.3		$	181.4		$	173.3		$	131.3		$	42.0			32	%	$	462.7		$	318.8		$	143.9			45	%


											September 30,
Metrics information (in thousands):	September 30, 2022		September 30, 2021		Change			% Change			2023		2022		Change			% Change
Cincinnati
Fioptics
Data
Internet FTTP*		287.4		255.4		32.0			13	%		332.0		287.4		44.6			16	%
Internet FTTN*		14.2		23.2		(9.0	)		(39	)%
Total Fioptics Internet		301.6		278.6		23.0			8	%
Video
Video FTTP*		110.7		106.5		4.2			4	%
Video FTTN*		12.0		18.3		(6.3	)		(34	)%
Total Fioptics Video		122.7		124.8		(2.1	)		(2	)%
Fioptics Video												122.9		122.7		0.2			0	%
Voice
Fioptics Voice Lines		100.9		102.0		(1.1	)		(1	)%		98.8		100.9		(2.1	)		(2	)%
Fioptics Units Passed
Units passed FTTP*		626.5		515.6		110.9			22	%		742.9		626.5		116.4			19	%
Units passed FTTN*		90.9		131.9		(41.0	)		(31	)%
Total Fioptics units passed		717.4		647.5		69.9			11	%
Enterprise Fiber
Data
Ethernet Bandwidth (Gb)		8,234		7,027		1,207			17	%		12,349		8,234		4,115			50	%
Legacy
Data
DSL		41.9		55.0		(13.1	)		(24	)%
DSL and FTTN**												33.2		56.1		(22.9	)		(41	)%
Voice
Legacy Voice Lines		140.4		160.5		(20.1	)		(13	)%		120.0		140.4		(20.4	)		(15	)%


											September 30,
Metrics information (in thousands):	September 30, 2022		September 30, 2021		Change			% Change			2023		2022		Change			% Change
Hawaii
Fioptics
Data
Internet FTTP*		68.5		64.4		4.1			6	%		83.0		68.5		14.5			21	%
Internet FTTN*		7.6		9.1		(1.5	)		(16	)%
Total Fioptics Internet		76.1		73.5		2.6			4	%
Video
Video FTTP*		28.2		29.7		(1.5	)		(5	)%
Video FTTN*		7.5		8.4		(0.9	)		(11	)%
Total Fioptics Video		35.7		38.1		(2.4	)		(6	)%
Fioptics Video												34.4		35.7		(1.3	)		(4	)%
Voice
Fioptics Voice Lines		28.8		28.5		0.3			1	%		30.5		28.8		1.7			6	%
Fioptics Units Passed **
Units passed FTTP*		254.3		203.2		51.1			25	%
Units passed FTTN*		60.8		66.8		(6.0	)		(9	)%
Total Fioptics units passed		315.1		270.0		45.1			17	%
Fioptics Units Passed
Units passed FTTP**												325.5		254.3		71.2			28	%
Enterprise Fiber
Data
Ethernet Bandwidth (Gb)		4,211		4,225		(14	)		0	%		6,121		4,211		1,910			45	%
Legacy
Data
DSL		26.2		31.5		(5.3	)		(17	)%
DSL and FTTN***												31.0		33.8		(2.8	)		(8	)%
Voice
Legacy Voice Lines		126.0		140.8		(14.8	)		(11	)%		109.6		126.0		(16.4	)		(13	)%

	Successor						Successor						Predecessor						Non-GAAP Combined
	Three Months Ended September 30, 2022						September 8, 2021 to September 30, 2021						July 1, 2021 to September 7, 2021						Three Months Ended September 30, 2021						Three Months Ended September 30,
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		2023						2022
(dollars in millions)																									Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Revenue
Fioptics
Data	$	55.4	$	13.0	$	68.4	$	12.5	$	2.7	$	15.2	$	35.7	$	7.7	$	43.4	$	48.2	$	10.4	$	58.6	$	63.5	$	15.4	$	78.9	$	55.4	$	13.0	$	68.4
Video		39.0		8.8		47.8		9.9		2.3		12.2		28.7		6.6		35.3		38.6		8.9		47.5		39.4		8.4		47.8		39.0		8.8		47.8
Voice		8.8		2.8		11.6		2.1		0.7		2.8		6.5		2.1		8.6		8.6		2.8		11.4		8.6		3.0		11.6		8.8		2.8		11.6
Other		6.4		—		6.4		0.2		—		0.2		2.1		—		2.1		2.3		—		2.3		3.9		—		3.9		6.4		—		6.4
		109.6		24.6		134.2		24.7		5.7		30.4		73.0		16.4		89.4		97.7		22.1		119.8		115.4		26.8		142.2		109.6		24.6		134.2
Enterprise Fiber
Data		24.9		12.3		37.2		5.5		2.9		8.4		15.6		8.1		23.7		21.1		11.0		32.1		25.1		13.3		38.4		24.9		12.3		37.2
Legacy
Data		17.7		9.5		27.2		5.1		2.9		8.0		15.3		9.3		24.6		20.4		12.2		32.6		14.0		8.4		22.4		17.7		9.5		27.2
Voice		22.7		23.9		46.6		6.5		6.5		13.0		19.0		19.2		38.2		25.5		25.7		51.2		20.7		21.0		41.7		22.7		23.9		46.6
Other		3.1		2.8		5.9		1.0		0.9		1.9		2.1		2.4		4.5		3.1		3.3		6.4		1.6		3.9		5.5		3.1		2.8		5.9
		43.5		36.2		79.7		12.6		10.3		22.9		36.4		30.9		67.3		49.0		41.2		90.2		36.3		33.3		69.6		43.5		36.2		79.7
Total Network revenue	$	178.0	$	73.1	$	251.1	$	42.8	$	18.9	$	61.7	$	125.0	$	55.4	$	180.4	$	167.8	$	74.3	$	242.1	$	176.8	$	73.4	$	250.2	$	178.0	$	73.1	$	251.1

	Successor						Successor						Predecessor						Non-GAAP Combined
	Nine Months Ended September 30, 2022						September 8, 2021 to September 30, 2021						January 1, 2021 to September 7, 2021						Nine Months Ended September 30, 2021						Nine Months Ended September 30,
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		2023						2022
(dollars in millions)																									Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Revenue
Fioptics
Data	$	160.0	$	34.6	$	194.6	$	12.5	$	2.7	$	15.2	$	127.3	$	28.1	$	155.4	$	139.8	$	30.8	$	170.6	$	184.5	$	44.1	$	228.6	$	160.0	$	34.6	$	194.6
Video		117.8		27.0		144.8		9.9		2.3		12.2		106.9		24.9		131.8		116.8		27.2		144.0		118.9		25.8		144.7		117.8		27.0		144.8
Voice		25.8		8.5		34.3		2.1		0.7		2.8		23.7		7.9		31.6		25.8		8.6		34.4		25.6		9.0		34.6		25.8		8.5		34.3
Other		15.9		—		15.9		0.2		—		0.2		2.6		—		2.6		2.8		—		2.8		7.1		3.4		10.5		15.9		—		15.9
		319.5		70.1		389.6		24.7		5.7		30.4		260.5		60.9		321.4		285.2		66.6		351.8		336.1		82.3		418.4		319.5		70.1		389.6
Enterprise Fiber
Data		69.5		35.9		105.4		5.5		2.9		8.4		57.8		29.3		87.1		63.3		32.2		95.5		76.3		39.0		115.3		69.5		35.9		105.4
Legacy
Data		55.7		32.7		88.4		5.1		2.9		8.0		59.1		33.0		92.1		64.2		35.9		100.1		44.5		25.7		70.2		55.7		32.7		88.4
Voice		68.9		72.0		140.9		6.5		6.5		13.0		72.9		72.8		145.7		79.4		79.3		158.7		64.7		65.9		130.6		68.9		72.0		140.9
Other		9.6		7.7		17.3		1.0		0.9		1.9		9.0		8.9		17.9		10.0		9.8		19.8		6.0		10.4		16.4		9.6		7.7		17.3
		134.2		112.4		246.6		12.6		10.3		22.9		141.0		114.7		255.7		153.6		125.0		278.6		115.2		102.0		217.2		134.2		112.4		246.6
Total Network revenue	$	523.2	$	218.4	$	741.6	$	42.8	$	18.9	$	61.7	$	459.3	$	204.9	$	664.2	$	502.1	$	223.8	$	725.9	$	527.6	$	223.3	$	750.9	$	523.2	$	218.4	$	741.6

Fioptics revenue for the three and nine months ended September 30, ~~2022~~2023 increased ~~$14.4~~$8.0 million and ~~$37.8~~$28.8 million, respectively, compared to the ~~combined Predecessor and Successor~~same periods ~~included within the three and nine months ended September 30, 2021 as~~in 2022 primarily due to the increase in the subscriber base for ~~internet more than offset the decline in video and voice subscribers.~~ internet. The internet subscriber base continues to increase as we focus ~~our~~ attention on growing the internet FTTP subscriber ~~base. In addition,~~base and accelerating the pace of our fiber build which enabled us to pass 85,700 FTTP addresses in Cincinnati and 57,500 FTTP addresses in Hawaii during the nine months ended September 30, 2023. The Average Revenue Per User (“ARPU”) for the three and nine months ended September 30, ~~2022~~2023 increased for internet in both Cincinnati ~~by 7%~~ ~~in each period~~and in Hawaii ~~by 21% and 8%, respectively,~~ compared to the comparable ~~combined Predecessor and Successor~~ periods in ~~2021~~2022 primarily due to price increases and more customers subscribing to higher broadband tiers. ~~Video ARPU also increased~~Other revenue primarily consists of revenue from nonrecurring subsidized fiber build projects in Cincinnati and Hawaii and totaled $3.9 million and $10.4 million for the three and nine months ended September 30, ~~2022 in Cincinnati by 3% and 4%,~~2023, respectively, and ~~in Hawaii by 5%~~$6.4 million and ~~6%, respectively, compared to the~~ ~~combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021~~ ~~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. Other revenue increased~~$15.6 million for the three and nine months ended September 30, 2022, ~~compared to the comparable combined Predecessor and Successor periods in the prior year primarily due to revenue associated with fiber build projects in Cincinnati.~~respectively.

Enterprise Fiber revenue for the three and nine months ended September 30, ~~2022~~2023 increased ~~$5.1~~$1.2 million and $9.9 million, respectively, compared to the ~~combined Predecessor~~same periods in the prior year primarily due to increased revenue contributed by Agile of $1.0 million and ~~Successor periods included within~~$7.0 million for the three and nine months ended September 30, ~~2021.~~ ~~Increased~~2023, respectively, compared to the comparable periods in 2022. In addition, revenue increased as a result of customers migrating from legacy product offerings to higher bandwidth fiber solutions ~~more than~~as evidenced by the 50% and 45% increases in Ethernet Bandwidth in Cincinnati and Hawaii, respectively. During 2022, significant contracts were signed with large carriers in Cincinnati and Hawaii to upgrade Ethernet Bandwidth across their networks which continue to bill and grow in 2023. Increased revenue was partially offset by pricing pressures to provide higher speeds at a lower cost. ~~Ethernet Bandwidth increased in Cincinnati by 17% while Ethernet Bandwidth was nearly flat in Hawaii as compared to the~~ ~~prior year~~. Ethernet Bandwidth was nearly flat in Hawaii compared to the prior year as circuit activations in the nine months ended September 30, 2022 were offset by circuit disconnects. In addition, Agile contributed revenue of $3.2 million and $5.3 million in the three and nine months ended September 30, 2022, respectively.

Legacy revenue decreased ~~$10.5~~$10.1 million and ~~$32.0~~$29.4 million for the three and nine months ended September 30, ~~2022,~~2023, respectively, compared to the ~~combined Predecessor and Successor~~same periods ~~included within the three and nine months ended September 30, 2021~~in 2022 due to the decline in voice lines and DSL subscribers. Voice lines declined ~~13%~~15% and ~~11%~~13% in Cincinnati and Hawaii, respectively, as the traditional voice lines become less relevant. DSL subscribers ~~decreased by 24% and 17%~~continue to decrease in Cincinnati and Hawaii ~~respectively,~~ as subscribers demand the higher speeds that can be provided by fiber.

Cost of services and products increased ~~$4.2~~$0.1 million for the three months ended September 30, ~~2022~~2023 compared to the combined Predecessor and Successor periods included within the three months ended September 30, 2021. Operating and facilities expenses increased $2.0 million due to increased energy costs. Rent expense increased $1.4 million primarily due to expense contributed by Agile in the three months ended September 30, 2022. Operating materials increased $1.2 million primarily as a result of increased purchases associated with the expansion of our fiber network. Increased payroll related costs of $1.2 million are primarily due to additional headcount. Video content costs also increased $0.7 million. These costs were offset by a decrease in operating taxes of $1.6 million for the three months ended September 30, 2022 compared to the combined Predecessor and Successor periods included within the three months ended September 30, 2021 primarily due to lower regulatory fees. In addition, costs deferred in accordance with ASC 606 during the Predecessorsame period were remeasured as of the Merger Date resulting in a decrease to expense of $0.9 million in the three months ended September 30, 2022 compared to the comparable combined Predecessor and Successor periods in the prior ~~year.~~

~~Cost of~~year as increases in contract services and products increased $5.2 million for the nine months ended September 30, 2022 compared to the combined Predecessor and Successor periods included within the three months ended September 30, 2021 due to increased operating and facilities expenses of $4.9 million, operating materials costs of ~~$3.8~~$1.4 million, rent expense of ~~$2.1 million, contract services costs of $1.6 million, payroll related costs of $1.4~~$0.8 million and video content costs of ~~$0.6~~$0.4 million ~~primarily due to similar trends that impacted the three months ended September 30, 2022. The increase~~were offset by decreases in operating materials ~~purchases was also impacted by a significant wiring project completed in the first quarter~~ of ~~2022.~~$1.6 million and operating facilities expenses of $0.9 million. The increase in contract services costs is due to higher utilization of outside contractors on certain specialized projects including the expansion of our fiber ~~network.~~network while rent expense increased primarily due to increased expense contributed by Agile in the three months ended September 30, 2023. The decrease in operating materials is primarily due to decreased purchases associated with the expansion of our fiber network in the three months ended September 30, 2023 compared to the same period in 2022, and operating facilities expenses decreased due to lower energy costs.

Cost of services and products increased $11.2 million for the nine months ended September 30, 2023 compared to the same period in 2022. Increased rent expense of $3.8 million, video content costs of $3.6 million and contract services costs of $2.6 million are due to similar trends that impacted the quarter. In addition, operating taxes increased $2.6 million primarily due to higher regulatory fees. These increases were partially offset by the decrease in operating materials of $2.2 million due to decreased purchases associated with the expansion of our fiber network and a significant wiring project completed in the nine months ended September 30, 2022. Payroll related costs also decreased $0.4 million as increased wages due to higher headcount to support our fiber network expansion were more than offset by favorable payroll benefit costs in the nine months ended September 30, 2023 compared to the comparable period in the prior year.

SG&A expenses increased $1.9 million for the three months ended September 30, 2023 compared to the same period in 2022 primarily due to initiatives to support revenue growth in addition to increases in payroll related costs and software development costs. Payroll related costs increased $1.6 million due to additional headcount and higher employee commission expense that is deferred in accordance with ASC 606 and expensed over the average customer life or average contract term. The additional expense is the result of the contract asset increasing subsequent to purchase accounting adjustments recorded as of the Company's merger date, September 7, 2021 as well as increased subscriber counts. Software development costs increased $0.5 million due to internal projects. These increases were partially offset by decreased operating ~~taxes~~materials of ~~$5.0~~$0.8 million primarily due to ~~lower regulatory fees and ASC 606 related costs of $3.9 million.~~purchases associated with the Company's rebranding as altafiber in the three months ended September 30, 2022.

SG&A expenses increased ~~$10.0 million and $22.2~~$13.3 million for the ~~three and~~ nine months ended September 30, ~~2022, respectively,~~2023 compared to the ~~combined Predecessor~~comparable period in the prior year due to initiatives to support revenue growth as well as increases in payroll related costs, software development costs, bad debt expense, advertising costs and ~~Successor periods included within~~contract services costs. Payroll related costs and software development costs increased $5.9 million and $1.6 million, respectively, primarily due to similar trends that impacted the ~~three and~~quarter. In addition, payroll related costs were also impacted by incremental headcount associated with the acquisition of Agile which occurred during the second quarter of 2022. Bad debt expense increased $2.4 million primarily due to favorable collection efforts resulting in lower bad debt expense in the nine months ended September 30, ~~2021~~2022. The increase in advertising costs of $1.5 million is due to ~~increases in contract services costs, payroll related costs, advertising, bad debt expense, software development costs~~increased marketing campaigns and ~~operating materials costs.~~promotional events. Contract services costs increased ~~$2.8~~$0.8 million ~~and $7.8 million for the three and nine months ended September 30, 2022, respectively, compared to the comparable combined Predecessor and Successor periods in the prior year~~ primarily due to higher utilization of outside contractors on certain specialized projects and increased insurance expenses which more than offset a decrease in legal expense ~~incurred associated with~~due to a legal dispute in ~~Hawaii. For~~Hawaii resulting in higher expense incurred in the ~~three and~~ nine months ended September 30, ~~2022, payroll related costs increased $2.3~~2022.

Depreciation and amortization expense decreased $20.4 million and ~~$4.3 million, respectively, due to additional headcount including headcount associated with the Company’s acquisition of Agile. Advertising expenses increased $2.1 million and $4.3~~$22.0 million for the three and nine months ended September 30, ~~2022,~~2023, respectively, compared to the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021 due to increased marketing campaigns, including rebranding the business as altafiber, and promotional events. Bad debt expense increased $0.8 million and $2.2 million for the three and nine months ended September 30, 2022, respectively, compared to the comparable combined Predecessor and Successorsame periods in ~~2021~~2022 primarily due to ~~lower expense incurred~~certain assets that were given a shorter useful life when recorded at fair value on the Company's merger date, September 7, 2021, and were fully depreciated by March 31, 2023 in ~~the three and nine months ended September 30, 2021 as a result of focus on collection efforts for aged receivables of customers who did not pay their bills timely due~~addition 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. For the three and nine months ended September 30, 2022, software development costs increased $0.5 million and $1.5 million, respectively, compared to the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021 primarily due to internal projects. Operating materials costs increased $0.9 million and $1.4 million for the three and nine months ended September 30, 2022, respectively, compared to the comparable combined Predecessor and Successor periods in 2021 primarily due to purchases associated with the Company’s rebranding as altafiber and increased fuel costs.

~~Depreciation and~~declining amortization expense increased $35.9 million and $110.3 million for the three and nine months ended September 30, 2022, respectively, compared to the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021 ~~due to additional expense incurred subsequent to the Merger Date related to the increased value of property, plant and equipment and intangibles as a result of recording amounts at fair value.~~on certain intangibles.

~~Loss on impairment of long-lived assets recorded in the three months ended September 30, 2022 is related to the impairment of leasehold improvements at the Company’s headquarters.~~33

Restructuring and severance charge reversals recorded in the Predecessor period included within the nine months ended September 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.

	Successor						Successor						Predecessor						Non-GAAP Combined
	Three Months Ended September 30, 2022						September 8, 2021 to September 30, 2021						July 1, 2021 to September 7, 2021						Three Months Ended September 30, 2021						Three Months Ended September 30,
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		2023						2022
Fioptics capital expenditures
(dollars in millions)																									Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Fioptics Capital Expenditures
Construction	$	45.1	$	12.6	$	57.7	$	8.2	$	2.1	$	10.3	$	8.6	$	5.6	$	14.2	$	16.8	$	7.7	$	24.5	$	57.1	$	23.5	$	80.6	$	45.1	$	12.6	$	57.7
Installation		24.5		5.4		29.9		4.7		2.6		7.3		7.3		2.9		10.2		12.0		5.5		17.5		21.2		11.9		33.1		24.5		5.4		29.9
Other		3.9		0.7		4.6		1.0		0.2		1.2		0.8		—		0.8		1.8		0.2		2.0		2.3		3.0		5.3		3.9		0.7		4.6
Total Fioptics		73.5		18.7		92.2		13.9		4.9		18.8		16.7		8.5		25.2		30.6		13.4		44.0		80.6		38.4		119.0		73.5		18.7		92.2
Enterprise Fiber		4.8		6.7		11.5		2.4		1.4		3.8		1.6		2.1		3.7		4.0		3.5		7.5		9.9		6.8		16.7		4.8		6.7		11.5
Other		15.7		11.9		27.6		5.4		4.1		9.5		6.3		6.3		12.6		11.7		10.4		22.1		18.1		19.5		37.6		15.7		11.9		27.6
Total Network capital expenditures	$	94.0	$	37.3	$	131.3	$	21.7	$	10.4	$	32.1	$	24.6	$	16.9	$	41.5	$	46.3	$	27.3	$	73.6
Total Network Capital Expenditures																									$	108.6	$	64.7	$	173.3	$	94.0	$	37.3	$	131.3

	Successor						Successor						Predecessor						Non-GAAP Combined
	Nine Months Ended September 30, 2022						September 8, 2021 to September 30, 2021						January 1, 2021 to September 7, 2021						Nine Months Ended September 30, 2021						Nine Months Ended September 30,
	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total		2023						2022
Fioptics capital expenditures
(dollars in millions)																									Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Fioptics Capital Expenditures
Construction	$	100.6	$	32.5	$	133.1	$	8.2	$	2.1	$	10.3	$	22.3	$	16.7	$	39.0	$	30.5	$	18.8	$	49.3	$	148.0	$	57.3	$	205.3	$	100.6	$	32.5	$	133.1
Installation		53.0		15.7		68.7		4.7		2.6		7.3		30.6		9.5		40.1		35.3		12.1		47.4		64.5		28.6		93.1		53.0		15.7		68.7
Other		7.6		1.3		8.9		1.0		0.2		1.2		3.3		0.4		3.7		4.3		0.6		4.9		12.4		4.5		16.9		7.6		1.3		8.9
Total Fioptics		161.2		49.5		210.7		13.9		4.9		18.8		56.2		26.6		82.8		70.1		31.5		101.6		224.9		90.4		315.3		161.2		49.5		210.7
Enterprise Fiber		12.0		14.9		26.9		2.4		1.4		3.8		14.5		9.6		24.1		16.9		11.0		27.9		24.5		20.9		45.4		12.0		14.9		26.9
Other		35.0		46.2		81.2		5.4		4.1		9.5		19.4		23.0		42.4		24.8		27.1		51.9		48.3		53.7		102.0		35.0		46.2		81.2
Total Network capital expenditures	$	208.2	$	110.6	$	318.8	$	21.7	$	10.4	$	32.1	$	90.1	$	59.2	$	149.3	$	111.8	$	69.6	$	181.4
Total Network Capital Expenditures																									$	297.7	$	165.0	$	462.7	$	208.2	$	110.6	$	318.8

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~~maintain our fiber and copper networks. The Company is focused on ~~expanding our~~building FTTP ~~footprint,~~addresses, and induring the ~~third quarter of 2022,~~three and nine months ended September 30, 2023, we passed ~~an additional 36,500~~30,600 and 85,700 FTTP ~~sellable~~ addressesin ~~Cincinnati.~~Cincinnati, respectively. As of September 30, ~~2022,~~2023, the Company is able to deliver its Fioptics services with speeds up to ~~30 megabits~~one gigabit or more to ~~approximately 717,400~~742,900 residential and commercial addresses, or ~~more than~~approximately 85% of our operating territory in Cincinnati.

Cincinnati construction capital expenditures for the three and nine months ended September 30, ~~2022~~2023 increased ~~$28.3~~$12.0 million and ~~$70.1~~$47.4 million, respectively, compared to the ~~combined Predecessor and Successor~~same periods ~~included within the three and nine months ended September 30, 2021 due to passing more addresses~~ in 2022 ~~and~~due to the timing of capital expenditures, which does not necessarily coincide with the timing of when addresses become ~~available. In~~available, as well as higher costs to pass addresses. Cincinnati installation capital expenditures decreased $3.3 million for the three ~~and nine~~ months ended September 30, ~~2022, Cincinnati installation capital expenditures increased $12.5 million and $17.7 million, respectively,~~2023 compared to the ~~comparable combined Predecessor and Successor periods~~same period in the prior year primarily due to ~~increased labor and purchases of materials associated with the expansion of our fiber network. Cincinnati installation capital expenditures were also impacted by~~ the timing of expenditures for customer premise equipment (“CPE”) utilized for installations. In the nine months ended September 30, 2023, Cincinnati installation capital expenditures increased $11.5 million compared to the comparable period in 2022 primarily due to increased activations.

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 ~~$0.8~~$5.1 million and $12.5 million in the three and nine months ended September 30, ~~2022~~2023, respectively, compared to the ~~combined Predecessor and Success~~same periods ~~included within the three months ended September 30, 2021~~in 2022 primarily due to increased capital expenditures contributed by Agile of ~~$0.8 million. Cincinnati Enterprise Fiber capital expenditures decreased $4.9~~$5.2 million inand $10.2 million for the three and nine months ended September 30, ~~2022~~2023, respectively, compared to the comparable ~~combined Predecessor and Successor~~ periods in the prior ~~year primarily due to expenditures incurred in the nine months ended September 30, 2021 associated with a scheduled network refresh project.~~year. 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.

Hawaii construction capital expenditures for the three and nine months ended September 30, ~~2022~~2023 increased ~~$4.9~~$10.9 million and ~~$13.7~~$24.8 million, respectively, compared to the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021 due to building out 15,400 new sellable addresses in the third quarter of 2022, primarily in rural areas and on the neighbor islands, and 35,800 new sellable addresses in the nine months ended September 30, 2022. Hawaii installation capital expenditures increased $3.6 million for the nine months ended September 30, 2022 compared to the comparable combined Predecessor and Successorsame periods in the prior year ~~primarily~~ due to ~~increased internet installations on the neighbor islands. Hawaii installation capital expenditures were also impacted by the timing of expenditures for CPE utilized for installations~~building out 20,100 and 57,500 FTTP addresses in the three and nine months ended September 30, ~~2022.~~2023, respectively. Hawaii installation capital expenditures increased $6.5 million and $12.9 million for the three and nine months ended September 30, 2023, respectively, compared to the comparable periods in 2022 primarily due to increased internet installations and expenditures for CPE. Enterprise ~~fiber~~Fiber capital in Hawaii is primarily driven by new ethernet ~~customers.~~customers as well as upgrades to Ethernet Bandwidth for a large carrier across the network due to a significant contract signed in 2022. Hawaii capital expenditures classified as Other include IT projects, real estate projects, road jobs or plant damage projects, and network upgrades or optimization projects.

The IT Services and Hardware segment provides end-to-end solutions ranging from consulting to implementation to ongoing 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~~CBTS brand in various geographic areas throughout the United States ~~Canada~~ and ~~Europe.~~Europe and through the OnX brand in Canada. 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 designing and building a solution, using either the customer's existing infrastructure or new cloud based options that transform 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~~builds solutions 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.


	Successor			Successor			Predecessor			Non-GAAP Combined			Successor			Successor			Predecessor			Non-GAAP Combined			Three Months Ended September 30,												Nine Months Ended September 30,
(dollars in millions)	Three Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			July 1, 2021 to September 7, 2021			Three Months Ended September 30, 2021			Nine Months Ended September 30, 2022			September 8, 2021 to September 30, 2021			January 1, 2021 to September 7, 2021			Nine Months Ended September 30, 2021			2023			2022			Change			% Change			2023			2022			Change			% Change
Revenue:
Consulting	$	86.9		$	21.6		$	56.5		$	78.1		$	253.8		$	21.6		$	193.6		$	215.2		$	85.1		$	86.9		$	(1.8	)		(2	)%	$	258.8		$	253.8		$	5.0			2	%
Cloud		25.1			6.6			18.7			25.3			74.8			6.6			66.4			73.0			30.6			25.1			5.5			22	%		86.3			74.8			11.5			15	%
Communications		56.1			14.2			40.1			54.3			165.3			14.2			149.1			163.3			56.2			56.1			0.1			0	%		166.4			165.3			1.1			1	%
Infrastructure Solutions		49.7			9.6			23.4			33.0			121.7			9.6			83.3			92.9			32.5			49.7			(17.2	)		(35	)%		110.8			121.7			(10.9	)		(9	)%
Total revenue		217.8			52.0			138.7			190.7			615.6			52.0			492.4			544.4			204.4			217.8			(13.4	)		(6	)%		622.3			615.6			6.7			1	%
Operating costs and expenses:
Cost of services and products		149.1			34.6			95.8			130.4			422.3			34.6			335.6			370.2			143.1			149.1			(6.0	)		(4	)%		426.9			422.3			4.6			1	%
Selling, general and administrative		42.1			9.9			28.8			38.7			122.8			9.9			104.8			114.7			45.2			42.1			3.1			7	%		133.4			122.8			10.6			9	%
Depreciation and amortization		26.8			5.8			7.6			13.4			79.4			5.8			27.9			33.7			24.8			26.8			(2.0	)		(7	)%		74.3			79.4			(5.1	)		(6	)%
Restructuring and severance related charges		0.5			—			0.3			0.3			1.8			—			1.7			1.7			0.7			0.5			0.2			40	%		2.1			1.8			0.3			17	%
Gain on sale of assets, net		—			—			(2.8	)		(2.8	)		—			—			(2.8	)		(2.8	)
Total operating costs and expenses		218.5			50.3			129.7			180.0			626.3			50.3			467.2			517.5			213.8			218.5			(4.7	)		(2	)%		636.7			626.3			10.4			2	%
Operating loss (income)	$	(0.7	)	$	1.7		$	9.0		$	10.7		$	(10.7	)	$	1.7		$	25.2		$	26.9
Operating loss																									$	(9.4	)	$	(0.7	)	$	(8.7	)	n/m			$	(14.4	)	$	(10.7	)	$	(3.7	)		35	%
Operating margin		(0.3	)%		3.3	%		6.5	%		5.6	%		(1.7	)%		3.3	%		5.1	%		4.9	%		(4.6	)%		(0.3	)%				(4.3) pts				(2.3	)%		(1.7	)%				(0.6) pts
Capital expenditures	$	9.3		$	3.3		$	4.0		$	7.3		$	22.7		$	3.3		$	15.9		$	19.2		$	5.4		$	9.3		$	(3.9	)		(42	)%	$	19.1		$	22.7		$	(3.6	)		(16	)%

IT Services and Hardware segment revenue ~~increased $27.1 million and $71.2~~decreased $13.4 million for the three ~~and nine~~ months ended September 30, ~~2022, respectively,~~2023 compared to the ~~combined Predecessor~~same period in the prior year primarily due to decreased Consulting revenue and ~~Successor periods included within~~Infrastructure Solutions revenue partially offset by increased Cloud revenue. Cloud revenue increased $5.5 million for the three ~~and nine~~ months ended September 30, ~~2021. Consulting revenue increased $8.8 million and $38.6 million in the three and nine months ended September 30, 2022, respectively,~~2023 compared to the ~~comparable combined Predecessor and Successor periods~~same period in ~~the prior year~~2022 primarily due to ~~existing~~providing ongoing monitoring and management services, and to a lesser extent, increased public cloud services as well as increased cloud computing services related to significant customer ~~projects~~contracts obtained in prior years which continue to bill and grow in ~~2022. Cloud~~2023. Communications revenue increased ~~$1.8~~$0.1 million ~~for the nine months ended September 30, 2022~~ compared to the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 primarily due to increased revenue from providing ongoing public cloud services to new customers obtained in 2021 that continues to bill and grow in 2022 which was partially offset by a decrease in virtual data center revenue of $1.9 million as a result of a customer’s insourcing initiatives. Communications revenue increased $1.8 million and $2.0 million in the three and nine months ended September 30, 2022, respectively, compared to the combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021 prior year as a result of customers migrating to newer technologies which has increased the Company’s ~~Hosted UCaaS profiles,~~ NaaS locations and SD-WAN locations. These increases were ~~partially~~ offset by the decline in legacy communications ~~revenue.~~revenue and professional services projects. Additionally, Hosted UCaaS profiles decreased from the prior year due to a shift in sales focus to certain other strategic products in the Communications practice. Consulting revenue decreased $1.8 million as projects that continue to bill and grow in 2023 were more than offset by a reduction in billable resources for two significant consulting projects. Infrastructure Solutions revenue decreased $17.2 million due to decreases in professional services projects and the sale of hardware.

IT Services and Hardware segment revenue increased ~~$16.7~~$6.7 million for the nine months ended September 30, 2023 compared to the same period in the prior year as increases in Consulting, Cloud and Communications revenue more than offset the decrease in Infrastructure Solutions revenue. Consulting revenue increased $5.0 million primarily due to existing projects which continue to bill and grow in 2023 partially offset by a reduction in billable resources for two significant consulting projects in the third quarter of 2023. Cloud and Communications revenue increased $11.5 million and ~~$28.8~~$1.1 million for the nine months ended September 30, 2023, respectively, compared to the same period in 2022 primarily due to similar trends that impacted the quarter. Infrastructure Solutions revenue decreased $10.9 million primarily due to a decrease in professional services projects.

IT Services and Hardware cost of services and products decreased $6.0 million for the three months ended September 30, 2023 compared to the same period in 2022 primarily due to a decrease in contractor costs partially offset by increases in payroll related costs, network related costs and software licensing fees. Contractor costs decreased $10.6 million due to 107 fewer billable resources compared to September 30, 2022 as a result of consulting projects that were reduced in 2023. Payroll related costs increased $3.3 million due to additional headcount to support the growth in the Cloud practice. Network related costs increased $1.0 million primarily due to rate increases and increased ASC 606 related costs. Higher software licensing costs were incurred to support strategic revenue growth in the Communications practice.

Cost of services and products increased $4.6 million for the nine months ended September 30, 2023 compared to the same period in the prior year due to increases in payroll related costs of $5.7 million, software licensing costs of $1.9 million and network related costs of $1.0 million partially offset by decreased contractor costs of $5.8 million due to similar trends that impacted the quarter. In addition, operating taxes increased $1.6 million for the nine months ended September 30, 2023 compared to the same period in 2022 due to an increase in general excise tax.

SG&A expenses increased $3.1 million and $10.6 million for the three and nine months ended September 30, ~~2022,~~2023, respectively, compared to the ~~comparable combined Predecessor and Successor~~same periods in the prior year primarily ~~due~~ to support revenue ~~associated with professional services projects~~growth, and to a lesser extent, fill roles and implement software that the ~~sale~~Company strategically determined will no longer be carried out by shared resources for each of ~~hardware. A decrease in~~ the ~~sale of maintenance services partially offset the~~segments. Payroll related costs increased ~~revenue in the three and nine months ended September 30, 2022.~~

~~IT Services and Hardware cost of services and products increased $18.7~~$2.3 million and ~~$52.1~~$7.1 million for the three and nine months ended September 30, ~~2022,~~2023, respectively, compared to the ~~combined Predecessor~~same periods in 2022 due to increased headcount and ~~Successor periods included within~~employee commissions. For the three and nine months ended September 30, ~~2021~~ ~~primarily~~2023, software development costs increased $1.8 million and $4.0 million, respectively, compared to the same periods in the prior year due to ~~increases in payroll related costs and contractor costs, and to a lesser extent,~~internal software projects. In addition, non-employee commissions increased ~~software licensing costs. In~~$1.4 million for the ~~three and~~ nine months ended September 30, ~~2022, payroll related costs increased by $2.7 million and $9.7 million, respectively, and contractor costs increased by $16.6 million and $46.4 million, respectively,~~2023 compared to the ~~combined Predecessor and Successor periods included within the three and nine months ended September 30, 2021~~ due to additional headcount to support revenue growth in the segment, most significantly in the Consulting practice. Billable resources increased by 179 persons compared to September 30, 2021 primarily as a result of existing consulting projects that continue to growsame period in 2022. ~~Higher software licensing costs were incurred to support the revenue growth~~The increase in ~~the Communications practice.~~ ~~These increases were partially offset by lower regulatory fees and network related costs~~SG&A expenses for the three and nine months ended September 30, ~~2022~~2023 compared to the ~~combined Predecessor~~same periods in 2022 was partially offset by a decrease in bad debt expense of $1.0 million and ~~Successor periods included within~~$1.2 million, respectively, primarily due to the favorable resolution of reserved balances.

Depreciation and amortization expense decreased $2.0 million and $5.1 million for the three and nine months ended September 30, ~~2021. The decrease in network related costs is due to Legacy revenue decline in the Communications practice.~~

SG&A expenses increased $3.4 million for the three months ended September 30, 2022, compared to the combined Predecessor and Successor periods included within the three months ended September 30, 2021 primarily due to increases in payroll related costs and contract services costs in addition to employee contract termination costs of $0.4 million incurred in the third quarter of 2022. Payroll related costs increased $1.3 million primarily due to higher employee commissions. Increased contract services costs of $0.5 million are due to increased contractors used for special projects in addition to higher insurance expenses.

SG&A expenses increased $8.1 million for the nine months ended September 30, 2022 compared to the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 due to increases in payroll related costs, contract services costs, employee contract termination costs, software development costs, employee related costs and bad debt expense. Increased payroll related costs and contract services costs of $2.9 million and $1.7 million, respectively, are due to similar trends that impacted the quarter. Software development costs increased $0.7 million due to internal software projects. Employee related costs increased $0.7 million as travel and entertainment activity continued to be low in the Predecessor period of 2021 as a result of the pandemic. Bad debt expense increased $0.6 million ~~primarily due to lower expense recorded in the second quarter of 2021 as a result of favorable resolution of reserved balances.~~

~~Depreciation and amortization expense increased $13.4 million and $45.7 million~~ ~~for the three~~ ~~and nine months ended September 30, 2022,~~2023, respectively, compared to the ~~combined Predecessor and Successor~~same periods ~~included within the three and nine months ended September 30, 2021~~in 2022. The decrease is due to ~~additional expense incurred subsequent to the Merger Date related to the increased value of property, plant and equipment and intangibles as~~certain assets that were given a ~~result of recording amounts~~shorter useful life when recorded at fair ~~value.~~value on the Company's merger date, September 7, 2021, and were fully depreciated by December 31, 2022 in addition to declining amortization expense on certain intangibles.

Restructuring and severance related charges recorded in the three and nine months ended September 30, ~~2022~~2023 and ~~the Predecessor periods of 2021~~2022 are associated with initiatives to reduce and contain costs.

Capital expenditures are dependent on the timing of success-based projects. Capital expenditures for the nine months ended September 30, ~~2022~~2023 were primarily related to projects supporting the Cloud and Communications practices. In addition to success-based projects, the Company incurred ~~$3.7~~$4.0 million for implementation work associated with internal software projects in the nine months ended September 30, ~~2022.~~2023.

As of September 30, ~~2022,~~2023, the Company had an accumulated deficit of ~~$121.8~~$280.8 million and ~~$1,632.9~~$1,742.3 million of outstanding indebtedness.

The Company’s primary source of cash is generated by operations. The Company generated $59.2 million and $235.0 million of cash flows from operations during the nine months ended September 30, 2023 and 2022, ~~and $130.3 million of cash flows from operations in the combined Predecessor and Successor periods included within the nine months ended September 30, 2021.~~respectively. As of September 30, ~~2022,~~2023, the Company had ~~$258.1~~$382.5 million of short-term liquidity, comprised of ~~$7.5~~$7.7 million of cash and cash equivalents, ~~$236.0~~$364.0 million of undrawn capacity on our Revolving Credit Facility ~~and $14.6~~due 2026, $9.4 million available under the ~~Receivables Facility.~~

~~The~~CBTS Receivables Facility ~~permits~~(defined below) and $1.4 million available under the Network Receivables Facility (defined below).

In August 2023, Red Fiber Parent LLC ("Parent") committed to make capital contributions of $600.0 million to the Company, of which $400.0 million was received in the third quarter of 2023 and $200.0 million will be received in the fourth quarter of 2024. The capital contribution received was used to repay borrowings on the Company's Revolving Credit Facility due 2026, fund capital expenditures, and fund working capital.

One of the syndicated lenders of the Term B-1 Loans and Term B-3 Loans in the Credit Agreement is a cooperative bank owned by its customers. Annually, this bank distributes patronage in the form of cash and stock in the cooperative based on the Company’s average outstanding loan balance. The Company will recognize the patronage, generally as declared, in “Other income, net.” The stock component will be recognized at its stated cost basis. The Company received $5.0 million in patronage dividends in the nine months ended September 30, 2023.

On January 31, 2023, the Company, together with certain of its U.S. and Canadian subsidiaries, made certain amendments (the “Amendments”) to the Company’s accounts receivable securitization facility ("Receivables Facility"). The Amendments amend the Receivables Facility to, among other things: (i) increase the total maximum ~~borrowings~~borrowing capacity to $280.0 million, (ii) separate the Receivables Facility into two separate facilities, with (A) the existing Receivables Facility (the “Network Receivables Facility”), as amended by the Amendments, covering receivables originated by certain U.S. subsidiaries of upthe Company including Cincinnati Bell Telephone Company LLC, Hawaiian Telcom Communications, Inc. and certain of their respective subsidiaries having a maximum borrowing capacity of $55.0 million and (B) a new facility (the “CBTS Receivables Facility”) covering receivables originated by certain U.S. and Canadian subsidiaries in the Company's IT Services and Hardware segment including CBTS Technology Solutions LLC and OnX Enterprise Solutions Ltd. having a maximum borrowing capacity of $225.0 million, (iii) move the receivables monetization arrangements from the Network Receivables Facility to ~~$215.0 million.~~ the CBTS Receivables Facility, and (iv) make applicable technical and conforming changes thereto. In addition, the Amendments extend the renewal dates of each facility to January 2025 and the termination dates of each facility to January 2026.

As of September 30, ~~2022,~~2023, the Company had borrowings of ~~$178.4~~$33.9 million and ~~$21.0~~$16.2 million of letters of credit outstanding under the Network Receivables Facility on a borrowing capacity of ~~$214.0~~$51.5 million. As of September 30, 2023, the Company had borrowings of $211.9 million and $0.5 million of letters of credit outstanding under the CBTS Receivables Facility on a borrowing capacity of $221.8 million.

Capacity on the Network Receivables Facility and the CBTS Receivables 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. While we expect to continue to renew ~~this facility,~~the Network Receivables Facility and CBTS Receivables Facility, we would be required to use cash, our Revolving Credit Facility due 2026, or other sources to repay any outstanding ~~balance~~balances on the ~~Receivables Facility~~facilities if ~~it was~~they were 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. The Company believes that ~~its~~ cash on hand, operating cash ~~generated from operations,~~flows, its Revolving Credit Facility due 2026, its Network Receivables Facility and ~~available funding under its credit facilities~~CBTS Receivables Facility, and the expectation that the Company will ~~be adequate~~continue to have access to capital markets to refinance debt and other obligations as they mature and come due, should allow the Company to meet its cash requirements for the ~~next twelve months.~~

In the second quarter of 2022, the Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions including the replacement of LIBOR with SOFR, a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York. Capacity on the Receivables 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.~~foreseeable future.

As of September 30, ~~2022,~~2023, the Company was in compliance with the Credit Agreement covenants and ratios.

Cash provided by operating activities during the nine months ended September 30, ~~2022~~2023 totaled ~~$235.0~~$59.2 million, ~~an increase~~a decrease of ~~$104.7~~$175.8 million compared to the ~~combined Predecessor and Successor periods included within~~same period in the prior year. The decrease is due to higher interest payments of $63.6 million for the nine months ended September 30, ~~2021. The increase in the nine months ended September 30, 2022~~2023 compared to the ~~comparable combined Predecessor and Successor periods~~same period in ~~the prior year is~~2022 due to ~~decreased transaction~~higher interest rates and ~~integration costs of $42.2 million, lower interest payments of $39.1 million, loss~~increased borrowings on ~~termination of interest rate swaps of $20.1 million incurred in~~ the ~~Predecessor period in 2021 and~~Company's credit facilities as well as $46.3 million of accounts receivable sold on the Company's former Receivables Facility as of September 30, 2022 compared to ~~$3.9~~$13.3 million of accounts receivable sold on the CBTS Receivables Facility as of September 30, ~~2021. Cash receipt~~2023. In addition, increased cash outflow is due to increased working capital associated with the IT Services and Hardware segment as well as increased inventory by the Network segment to support the accelerated build strategy compared to the same period in the ~~third quarter of 2021 for a long term revenue contract that was paid in advance partially offset the increase in the nine months ended September 30, 2022.~~prior year.

Cash ~~flows~~ used in investing activities during the nine months ended September 30, ~~2022 and~~2023 totaled $493.9 million, an increase of $89.2 million compared to the ~~combined Predecessor and Successor periods included within~~same period in the prior year due to the increase in capital expenditures along with acquisitions of fiber assets primarily associated with extending the Company's fiber network. The increase was partially offset by cash payments totaling $65.5 million for the acquisition of Agile in 2022.

Cash provided by financing activities during the nine months ended September 30, ~~2021~~2023 totaled ~~$404.7~~$432.4 million primarily due to a capital contribution from Parent of $400.0 million, the issuance of $200.0 million of Term B-3 Loans and net borrowings on the receivables facilities of $58.9 million. These increases were partially offset by net payments on the Revolving Credit Facility due 2026 of $187.0 million and ~~$1,864.1~~the repayment of the remaining $22.3 million ~~respectively. In~~outstanding principal amount of its 7 1/4% Notes due 2023 upon the ~~nine months ended September 30, 2022, capital expenditures increased $141.0 million compared to~~maturity date of the ~~comparable combined Predecessor and Successor periods~~notes in the ~~prior year as a result~~second quarter of increasing the number of addresses passed with our fiber-to-the-premise product. In addition, cash payments for the acquisition of Agile totaled $65.5 million in the nine months ended September 30, 2022. 2023. Cash flows used in investing activities in the Successor period in 2021 include $1,620.7 million related to consideration transferred associated with the Merger Agreement. Consideration transferred includes payments to Common Shareholders, payments to Preferred Shareholders, and the extinguishment of existing debt and accrued interest under the Corporate Credit Agreement. Cash flows used in investing activities for the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 also include the acquisition of fiber assets from Paniolo Cable Company, LLC for $51.8 million.

~~Cash flows~~ provided by financing activities during the nine months ended September 30, 2022 ~~and the combined Predecessor and Successor periods included within the nine months ended September 30, 2021~~ totaled $173.9 million primarily due to net borrowings on the Revolving Credit Facility due 2026 and ~~$1,722.0 million, respectively. During~~ the ~~nine months ended September 30, 2022, the Company borrowed~~Company's former Receivables Facility of $164.0 million and $26.1 million, ~~on the Revolving Credit Facility and Receivables Facility,~~ respectively.Cash flows provided by financing activities during the combined Predecessor and Successor periods included within the nine months ended September 30, 2021 are primarily related to the Merger and capital contributions by Red Fiber Parent LLC. The issuance of the Term Loan due 2028 and issuance of the Paniolo fiber assets financing also contributed financing cash inflows of $173.0 million. These increases were partially offset by debt issuance costs associated with the Term Loan due 2028 and payments on the Receivables Facility of $106.7 million.

During the October 2023 FCC meeting, the Commission proposed a net neutrality framework which would reclassify broadband Internet access as a Title II telecommunications service. Although the proposal suggests forbearing from applying certain telecommunications regulations to broadband Internet access, it would subject broadband to significant regulation relative to its current unregulated status. Most notable are the proposals regarding privacy, security and outage reporting. Although outright ex ante price regulation is not proposed, the proposal clearly suggests that the Commission has the right under sections 201 and 202 of the Communications Act to determine in a subsequent period if broadband rates are just and reasonable. The FCC will accept public input on the proposal through January 2024 and it is possible that final rules will be adopted by the end of 2024. The effective date of any rules eventually adopted is uncertain and will depend upon the outcome of any appeals that will inevitably be filed and the 2024 Presidential election. The Company continues to monitor this proceeding very closely to assess the potential impact that any final rules may have on its operations.

On November 15, 2021, President Biden signed the $1 trillion Infrastructure Investment and Jobs Act (Public Law No. 117-58) (“IIJA”), which contains $65 billion for various broadband initiatives.

Broadband Equity, Access, and Deployment (“BEAD”) Program: The IIJA includes $42.5 billion which will be distributed by the National Telecommunications and Information Administration (“NTIA”) to states for awards to public and private entities to expand broadband deployment to currently unserved or underserved areas. In June 2023, the NTIA announced its allocation of funds that will be made available to each state based upon the determination of unserved and underserved areas from the FCC’s broadband map released in June 2023. The NTIA is still finalizing its rules for the BEAD grants and the individual state broadband offices are developing their plans for awarding funds within their respective states. The Company is closely monitoring the federal and state procedural rules drafting processes and continues to evaluate initiatives that will lay the foundation for potential participation within each state and will pursue opportunities for funding where it deems it to be beneficial.

Middle Mile Grants (“MMG”) Program: The IIJA appropriated $1 billion for the MMG Program to be used to “encourage the expansion and extension of middle mile infrastructure to reduce the cost of connecting unserved and underserved areas to the backbone of the internet” and to “promote broadband connection resiliency through the creation of alternative network connection paths that can be designed to prevent single points of failure on a broadband network.” The NTIA accepted middle-mile applications through November 1, 2022 and on June 15, 2023 announced that $930 million was awarded for projects covering 35 states and Puerto Rico. Hawaiian Telcom applied for $37.4 million to partially fund an economically and environmentally sustainable open access middle mile infrastructure to benefit unserved and underserved communities and improve the resiliency of existing broadband services in the state of Hawaii by building new terrestrial and undersea fiber routes in the state. The NTIA awarded Hawaiian Telcom $37.4 million for the project.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for a complete description of regulatory matters.

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.

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 our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

~~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 ~~three and~~ nine months ended September 30, ~~2022.~~2023. Furthermore, 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.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for a description of the Company's market risks.

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.

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 third quarter of ~~2022~~2023 and have concluded that there were no changes to Cincinnati Bell Inc.’s internal control over financial reporting during the third quarter of ~~2022~~ 2023 that materially affect, or are reasonably likely to materially affect, Cincinnati Bell Inc.’s internal control over financial reporting.

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.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for a comprehensive listing of the Company’s risk factors. ~~There~~With the exception of the below described risks, there are no material changes for the nine months ended September 30, ~~2022.~~2023.

Damaging wildfires occurring on the Hawaiian islands of Maui and Hawaii have caused damage to our infrastructure and adversely affected, and could continue to adversely affect, our operations.

Beginning on August 8 and 9, 2023, wildfires ignited on Maui and Hawaii islands. The fires caused damage to Lahaina town on the island of Maui and the surrounding area, including physical loss and damage to certain of the Company’s fiber and copper assets and Company owned equipment located on customer premises. The Company experienced the loss of business income immediately following the fires and is expected to continue to experience loss of income for an unknown amount of time.

It is also likely that the Maui economy will be adversely impacted by the damage caused by the fires in Lahaina and will likely have a negative impact on the tourism industry in west Maui. The Company continues to evaluate the extent of the damage to its property and equipment and expects to initiate claims with its insurance carriers. There can be no assurance that the Company’s insurance coverage will fully compensate the Company for its losses incurred in connection with the fire and related devastation, including the replacement cost of the equipment lost in the fire or the loss in revenue from the households that have been impacted by the fires. The Company could experience losses in excess of our insured limits, and further, claims for certain losses could be denied or subject to deductibles or exclusions under our insurance policies.

The Company has been named in litigation associated with the wildfires occurring on the Hawaiian island of Maui, which could require the Company to pay significant amounts in legal expenses, damages, or settlements.

On October 13, 2023, attorneys filed a Second Amended Complaint in a proposed class action lawsuit filed in Hawaii state court, adding the Company along with other telecommunications companies and private and public landowners. The Company was served on October 24, 2023. We may incur significant expenses in legal fees,damages awards, or settlements.

The Company's historical reports on Form 10-K, 10-Q, and 8-K are available free of charge inat the ~~Investor Relations section of the Company's~~following website: http://~~www.cincinnatibell.com.~~ www.altafiber.com. The Company has ceased to be a registrant ~~subsequent to September 7, 2021~~ but continues to voluntarily file annual, quarterly and certain other information with the SEC due to contractual provisions included in certain indentures.

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.


Ohio		31-1056105
(State of Incorporation)		(I.R.S. Employer Identification No.)




Description		Page
Item 1.	Financial Statements

	Condensed Consolidated Statements of Operations (Unaudited)	1

	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	2

	Condensed Consolidated Statements of ~~Shareowners'~~ Equity (Deficit) (Unaudited)	3

	Condensed Consolidated Balance Sheets (Unaudited)	54

	Condensed Consolidated Statements of Cash Flows (Unaudited)	65

	Notes to Condensed Consolidated Financial Statements (Unaudited)	76

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3326

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5141

Item 4.	Controls and Procedures	5141

	PART II. Other Information

Item 1.	Legal Proceedings	5242

Item 1A.	Risk Factors	5242

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5242

Item 3.	Default upon Senior Securities	5242

Item 4.	Mine Safety Disclosure	5242

Item 5.	Other Information	5242

Item 6.	Exhibits	5343

	Signatures	5444


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


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


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☐

	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 June 30, 2022		—	$	—		—	$	—	$	1,716.1		$	(95.2	)	$	(1.4	)	$	1,619.5
Net loss		—		—		—		—		—			(26.6	)		—			(26.6	)
Other comprehensive loss		—		—		—		—		—			—			(6.7	)		(6.7	)
Balance at September 30, 2022		—	$	—		—	$	—	$	1,716.1		$	(121.8	)	$	(8.1	)	$	1,586.2
Successor
Balance at September 8, 2021 (remeasured upon Merger)		—	$	—		—	$	—	$	—		$	—		$	—		$	—
Net loss		—		—		—		—		—			(5.0	)		—			(5.0	)
Other comprehensive loss		—		—		—		—		—			—			(1.2	)		(1.2	)
Capital contributions by Red Fiber Parent LLC		—		—		0.5		—		1,716.1			—			—			1,716.1
Balance at September 30, 2021		—	$	—		0.5	$	—	$	1,716.1		$	(5.0	)	$	(1.2	)	$	1,709.9


Predecessor
Balance at June 30, 2021		3.1	$	129.4		50.9	$	0.5	$	2,665.3		$	(2,839.2	)	$	(139.2	)	$	(183.2	)
Net loss		—		—		—		—		—			(73.7	)		—			(73.7	)
Other comprehensive income		—		—		—		—		—			—			17.0			17.0
Stock-based compensation		—		—		—		—		2.1			—			—			2.1
Equity-based award modification		—		—		—		—		(10.2	)		—						(10.2	)
Dividends on preferred stock		—		—		—		—		(2.4	)		—			—			(2.4	)
Balance at September 7, 2021		3.1	$	129.4		50.9	$	0.5	$	2,654.8		$	(2,912.9	)	$	(122.2	)	$	(250.4	)

(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

(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		1,950.8
Operating lease right-of-use assets		42.3
Goodwill		651.0
Intangible assets		969.6
Deferred tax assets		6.9
Other noncurrent assets		20.2
Total assets acquired		4,073.0
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		153.6
Other noncurrent liabilities		71.4
Total liabilities assumed		2,452.3
Net assets acquired	$	1,620.7


(dollars in millions)
Three months ended December 31, 2022	$	3.7
2023		15.2
Three months ended December 31, 2023			$	5.5
2024		16.9		21.4
2025		16.9		21.1
2026		17.0		21.3
2027				21.6
Thereafter		113.8		103.7

(dollars in millions)	September 30, 2022		December 31, 2021
Assets
Network	$	3,153.7	$	2,949.2
IT Services and Hardware		800.6		842.0
Corporate and eliminations		359.3		407.6
Total assets	$	4,313.6	$	4,198.8


Metrics information:	September 30, 2022		September 30, 2021		Change		% Change			September 30, 2023		September 30, 2022		Change			% Change
Consulting
Billable Resources		2,411		2,232		179		8	%		2,304		2,411		(107	)		(4	)%

Communications
NaaS Locations		11,738		10,407		1,331		13	%		12,789		11,738		1,051			9	%
SD - WAN Locations		8,555		6,321		2,234		35	%		9,310		8,555		755			9	%
Hosted UCaaS Profiles*		314,698		301,715		12,983		4	%		313,434		314,698		(1,264	)		0	%


			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 September 30, 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).


		Cincinnati Bell Inc.

Date:	November ~~3, 2022~~6, 2023	/s/ Joshua T. Duckworth
		Joshua T. Duckworth
		Chief Financial Officer

Date:	November ~~3, 2022~~6, 2023	/s/ Suzanne E. Maratta
		Suzanne E. Maratta
		Chief Accounting Officer