10-Q

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 ☒

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

1. Description of Business and Accounting Policies

Description of Business — Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnati Bell," "we," "our," "us" or the "Company") provides diversified telecommunications and technology services. 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 21% of the outstanding accounts receivable balance at December 31, 2022. No customers exceeded 10% of outstanding accounts receivable at June 30, 2023. Revenue derived from foreign operations was approximately 8% of consolidated revenue for the three and six months ended June 30, 2023. Revenue derived from foreign operations was approximately 7% of consolidated revenue for the three and six months ended June 30, 2022.

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, 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 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, 2022.

Variable Interest Entity — The 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 June 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 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 warrant to "Other noncurrent liabilities" on the 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 June 30, 2023 and December 31, 2022 consists of funds held in an escrow account related to a cost method investment and funds held by 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)	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	5.6	$	9.4
Restricted cash included in Other noncurrent assets		6.2		3.5
Cash, cash equivalents and restricted cash per Condensed Consolidated Statements of Cash Flows	$	11.8	$	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.

Income and Operating Taxes

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 estimated annual effective tax rate benefit was lower than the period’s loss at the statutory rate, due primarily to a federal and state valuation allowance recorded against deferred tax assets. With the current year loss, net operating losses now exceed deferred tax liabilities available for offset. Therefore, a $2.4 million partial federal and state valuation allowance has been recorded on net operating losses that are 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 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 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.

3. Revenue

The Network segment provides products and services to both residential and commercial customers that can be categorized as Fioptics, 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 of Agile, services provided by Agile 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 an 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.

Performance Obligations

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

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

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

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

As of June 30, 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 $199.6 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:


(dollars in millions)
Six months ended December 31, 2023	$	10.2
2024		21.3
2025		21.2
2026		21.6
2027		21.8
Thereafter		103.5

Network

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.

IT Services and Hardware

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

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

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

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

Contract Balances

The Company recognizes incremental fulfillment costs as an asset when installation expenses are incurred as part of performing the agreement for Voice, Video and Data product offerings in the 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
(dollars in millions)	Network			IT Services and Hardware			Total Company			Network			IT Services and Hardware			Total Company			Network			IT Services and Hardware			Total Company
Balance as of December 31, 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			3.0			0.2			3.2			3.5			0.7			4.2
Amortization		(0.2	)		(0.2	)		(0.4	)		(1.2	)		(0.2	)		(1.4	)		(1.4	)		(0.4	)		(1.8	)
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		0.5			0.6			1.1			2.8			0.2			3.0			3.3			0.8			4.1
Amortization		(0.2	)		(0.3	)		(0.5	)		(1.3	)		(0.2	)		(1.5	)		(1.5	)		(0.5	)		(2.0	)
Balance as of June 30, 2023	$	3.1		$	3.3		$	6.4		$	15.3		$	1.0		$	16.3		$	18.4		$	4.3		$	22.7

The Company recognizes a liability for cash received up-front for IRU contracts. At June 30, 2023 and December 31, 2022, $3.7 million and $3.2 million, respectively, of contract liabilities were included in "Other current liabilities." At June 30, 2023 and December 31, 2022, $72.3 million and $74.2 million, respectively, of contract liabilities were included in "Other noncurrent liabilities."

Disaggregated Revenue

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


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in millions)	2023			2022			2023			2022
Data	$	138.2		$	129.5		$	274.4		$	255.6
Video		48.3			48.4			96.9			97.0
Voice		55.0			57.7			111.9			117.0
Other		9.4			11.4			17.5			20.9
Total Network		250.9			247.0			500.7			490.5
Consulting		89.0			83.5			173.7			166.9
Cloud		29.1			25.1			55.7			49.7
Communications		54.0			54.3			110.2			109.2
Infrastructure Solutions		40.8			36.1			78.3			72.0
Total IT Services and Hardware		212.9			199.0			417.9			397.8
Intersegment Revenue		(6.1	)		(6.5	)		(12.0	)		(13.0	)
Total Revenue	$	457.7		$	439.5		$	906.6		$	875.3

The following table presents revenues disaggregated by contract type:


	Three Months Ended June 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	$	6.5	$	6.1	$	44.3	$	38.1	$	—		$	—		$	50.8	$	44.2
Products and Services transferred over time		240.2		236.1		166.7		159.2		—			—			406.9		395.3
Intersegment revenue		4.2		4.8		1.9		1.7		(6.1	)		(6.5	)		—		—
Total revenue	$	250.9	$	247.0	$	212.9	$	199.0	$	(6.1	)	$	(6.5	)	$	457.7	$	439.5


	Six Months Ended June 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	$	12.1	$	13.5	$	85.4	$	76.6	$	—		$	—		$	97.5	$	90.1
Products and Services transferred over time		480.3		467.3		328.8		317.9		—			—			809.1		785.2
Intersegment revenue		8.3		9.7		3.7		3.3		(12.0	)		(13.0	)		—		—
Total revenue	$	500.7	$	490.5	$	417.9	$	397.8	$	(12.0	)	$	(13.0	)	$	906.6	$	875.3

4. Goodwill and Intangible Assets

Goodwill

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, 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		0.8		—			0.8
Goodwill, balance as of June 30, 2023	$	178.4	$	542.6		$	721.0

See Note 2 for further information related to the acquisitions of Agile and OTT. No impairment losses were recognized in goodwill for the three and six months ended June 30, 2023 and 2022.

Intangible Assets

The Company’s intangible assets consisted of the following:


	June 30, 2023							December 31, 2022
	Gross Carrying		Accumulated			Net		Gross Carrying		Accumulated			Net
(dollars in millions)	Amount		Amortization			Amount		Amount		Amortization			Amount
Intangible assets subject to amortization
Customer relationships	$	863.5	$	(190.1	)	$	673.4	$	862.1	$	(140.7	)	$	721.4
Trade names		109.8		(28.4	)		81.4		109.5		(20.5	)		89.0
Technology		6.1		(1.5	)		4.6		6.0		(1.0	)		5.0
Total		979.4		(220.0	)		759.4		977.6		(162.2	)		815.4
Intangible assets not subject to amortization
FCC licenses and spectrum usage rights		7.0		—			7.0		6.9		—			6.9
Perpetual licenses		6.8		—			6.8		6.8		—			6.8
Total intangible assets	$	993.2	$	(220.0	)	$	773.2	$	991.3	$	(162.2	)	$	829.1

As a result of the acquisition of OTT, the Company recorded a nominal finite-lived intangible asset representing the preliminary fair value at the OTT Acquisition Date. See Note 2 for additional information regarding the acquisition of 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 $28.7 million and $57.4 million for the three and six months ended June 30, 2023, respectively. Amortization expense for finite-lived intangible assets was $29.9 million and $60.0 million for the three and six months ended June 30, 2022, respectively. In addition to amortization expense, the changes in definite-lived intangible assets from December 31, 2022 to June 30, 2023 are due to foreign currency translation. No impairment losses were recognized on intangible assets for the three and six months ended June 30, 2023 and 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)
Six months ended December 31, 2023	$	57.4
2024		105.6
2025		93.8
2026		86.6
2027		79.4
Thereafter		336.6
Total	$	759.4

5. Debt and Other Financing Arrangements

The Company’s debt consists of the following:


(dollars in millions)	June 30, 2023			December 31, 2022
Current portion of long-term debt:
Credit Agreement - Term B-1 Loans	$	5.0		$	5.0
Credit Agreement - Term B-2 Loans		6.5			6.5
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
Other financing arrangements		0.1			0.3
Finance lease liabilities		11.5			9.9
Current portion of long-term debt		25.6			45.0
Long-term debt, less current portion:
Receivables Facility		—			186.9
Network Receivables Facility		36.2			—
CBTS Receivables Facility		206.4			—
Credit Agreement - Revolving Credit Facility		291.0			223.0
Credit Agreement - Term B-1 Loans		487.5			490.0
Credit Agreement - Term B-2 Loans		633.8			637.0
Credit Agreement - Term B-3 Loans		198.0			—
Various Cincinnati Bell Telephone notes (1)		95.7			96.4
Paniolo Fiber Assets Financing Arrangement		21.6			21.8
Digital Access Ohio Advance		3.7			0.9
Other financing arrangements		0.5			—
Finance lease liabilities		43.0			43.1
		2,017.4			1,699.1
Net unamortized discount		(5.9	)		(4.3	)
Unamortized note issuance costs		(38.0	)		(38.8	)
Long-term debt, less current portion		1,973.5			1,656.0
Total debt	$	1,999.1		$	1,701.0

(1)

As of June 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 $7.8 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.

Credit Agreement

The Company had $291.0 million of outstanding borrowings on the Credit Agreement’s revolving credit facility, leaving $109.0 million available for borrowings as of June 30, 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 June 30, 2023, the Company had $36.2 million in borrowings and $16.4 million of letters of credit outstanding under the Network Receivables Facility, leaving no remaining availability on the total borrowing capacity of $52.6 million. As of June 30, 2023, the Company had $206.4 million in borrowings and $0.5 million of letters of credit outstanding under the CBTS Receivables Facility, leaving $11.8 million remaining availability on the total borrowing capacity of $218.7 million. The maximum borrowing limit for loans and letters of credit under the Network Receivables Facility and the CBTS Receivables Facility is $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.

Under the Network Receivables Facility and 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”), Cincinnati Bell Funding Canada Ltd. ("CBFC"), or CBTS Funding LLC (“CBTSF”), wholly-owned consolidated subsidiaries of the Company. Although CBF, CBFC and CBTSF are wholly-owned consolidated subsidiaries of the Company, CBF, CBFC and 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 CBTSF, such accounts receivable are legally assets of CBF, CBFC and CBTSF and, as such, are not available to creditors of other subsidiaries or the parent company. As a result of the Amendments, the CBTS Receivables Facility includes an option for CBTSF to sell, rather than borrow against, certain receivables on a non-recourse basis. As of June 30, 2023, the outstanding balance of certain accounts receivable sold, rather than borrowed against, was $0.7 million.

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.

7. Financial Instruments and Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

Cash Flow Hedging

Cash Flow Hedges Not Designated as Hedging Instruments

The Company uses non-designated cash flow hedges including interest rate swap agreements and interest rate cap agreements to minimize its exposure to interest rate fluctuations on variable rate debt borrowings. Interest rate swaps involve the exchange of fixed and variable rate interest payments and do not represent an actual exchange of the underlying notional amounts between parties. 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 million, $115.0 million and $85.0 million resulting in interest payments based on an average fixed rate per swap of 2.9185%, 2.8520% and 2.8605%, respectively. The interest rate swaps expire in May 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% with notional amounts of $200.0 million and $175.0 million and deferred premiums of $6.7 million and $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, 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 June 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	June 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	$	15.4	$	—	$	15.4	$	—
Interest Rate Swap	Other noncurrent assets	$	6.1	$	—	$	6.1	$	—
Interest Rate Cap	Other current assets	$	5.5	$	—	$	5.5	$	—
Interest Rate Cap	Other noncurrent assets	$	0.1	$	—	$	0.1	$	—
Liabilities:
Interest Rate Swap	Other noncurrent liabilities	$	0.5	$	—	$	0.5	$	—
Interest Rate Cap	Other noncurrent liabilities	$	0.1	$	—	$	0.1	$	—

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	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	$	7.2	$	—	$	7.2	$	—
Interest Rate Swap	Other noncurrent assets	$	5.1	$	—	$	5.1	$	—
Interest Rate Cap	Other current assets	$	3.8	$	—	$	3.8	$	—
Liabilities:
Interest Rate Cap	Other noncurrent liabilities	$	2.4	$	—	$	2.4	$	—

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


(dollars in millions)	Statement of Operations Location	Three Months Ended June 30,					Six Months Ended June 30,
		2023			2022		2023			2022
Interest Rate Swap	Other (income) expense, net	$	(19.4	)	$	1.9	$	(13.6	)	$	1.9
Interest Rate Cap	Other (income) expense, net	$	(8.3	)	$	10.3	$	(5.9	)	$	10.3

Disclosure on Financial Instruments

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


	June 30, 2023				December 31, 2022
(dollars in millions)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion*	$	1,982.0	$	1,899.9	$	1,686.5	$	1,647.0
Other financing arrangements		48.2		38.9		50.1		45.3

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

The fair value of our long-term debt was based on closing or estimated market prices of the Company’s debt at June 30, 2023 and December 31, 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 June 30, 2023, the current borrowing rate was estimated by applying the Company's credit spread to the risk-free rate for a similar duration borrowing.

8. Pension and Postretirement Plans

As of June 30, 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 six months ended June 30, 2022, the Hawaii defined benefit plan for union employees made lump sum payments of $5.4 million resulting in a reduction of the benefit obligation of $5.4 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 three months ended June 30, 2022.

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

Pension and postretirement costs (benefits) are as follows:


	Three Months Ended June 30,
	2023			2022			2023			2022
(dollars in millions)	Pension Benefits						Postretirement and Other Benefits
Service cost	$	—		$	—		$	0.1		$	0.1
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		5.5			3.8			1.3			0.7
Expected return on plan assets		(5.2	)		(7.1	)		—			—
Amortization of:
Prior service benefit		—			—			(0.2	)		—
Actuarial gain		—			—			(1.4	)		—
Pension / postretirement cost (benefit)	$	0.3		$	(3.3	)	$	(0.2	)	$	0.8


	Six Months Ended June 30,
	2023			2022			2023			2022
(dollars in millions)	Pension Benefits						Postretirement and Other Benefits
Service cost	$	—		$	—		$	0.2		$	0.2
Other components of pension and postretirement benefit plans expense:
Interest cost on projected benefit obligation		11.0			7.7			2.6			1.4
Expected return on plan assets		(10.4	)		(14.3	)		—			—
Amortization of:
Prior service benefit		—			—			(0.4	)		—
Actuarial gain		(0.1	)		—			(2.3	)		—
Pension / postretirement cost (benefit)	$	0.5		$	(6.6	)	$	0.1		$	1.6

Amortization of prior service benefit and actuarial gain in the three and six months ended June 30, 2023 represent reclassifications from accumulated other comprehensive income.

For the six months ended June 30, 2023, there were no contributions to the qualified pension plans, and contributions to the non-qualified pension plans were $0.8 million. For the six months ended June 30, 2022, there were no contributions to the qualified pension plans, and contributions to the non-qualified pension plans were $1.0 million. Based on current assumptions, contributions are expected to be nominal to the qualified pension plans in 2023. Contributions to the non-qualified pension plans in 2023 are expected to be approximately $2 million.

For the six months ended June 30, 2023 and 2022, contributions to our postretirement plans were $3.0 million and $3.2 million, respectively. Management expects to make total cash payments of approximately $7 million related to its postretirement health plans in 2023.

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 March 31, 2023	$	26.2			$	(7.6	)	$	18.6
Reclassifications, net		(1.2	)	(a)		—			(1.2	)
Foreign currency gain		—				2.4			2.4
Balance as of June 30, 2023	$	25.0			$	(5.2	)	$	19.8

Balance as of March 31, 2022	$	2.6			$	0.4		$	3.0
Remeasurement of benefit obligations		(1.3	)			—			(1.3	)
Foreign currency loss		—				(3.1	)		(3.1	)
Balance as of June 30, 2022	$	1.3			$	(2.7	)	$	(1.4	)


(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		(2.1	)	(a)		—			(2.1	)
Foreign currency gain		—				2.4			2.4
Balance as of June 30, 2023	$	25.0			$	(5.2	)	$	19.8

Balance as of December 31, 2021	$	2.6			$	(1.4	)	$	1.2
Remeasurement of benefit obligations		(1.3	)			—			(1.3	)
Foreign currency loss		—				(1.3	)		(1.3	)
Balance as of June 30, 2022	$	1.3			$	(2.7	)	$	(1.4	)

(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 (benefit) expense" on the Condensed Consolidated Statements of Operations. See Note 8 for further disclosures.

10. Business Segment Information

The Company’s segments are strategic business units that offer distinct products and services and are aligned with the Company's internal management structure and reporting. The Company operates 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 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:


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in millions)	2023			2022			2023			2022
Revenue
Network	$	250.9		$	247.0		$	500.7		$	490.5
IT Services and Hardware		212.9			199.0			417.9			397.8
Intersegment		(6.1	)		(6.5	)		(12.0	)		(13.0	)
Total revenue	$	457.7		$	439.5		$	906.6		$	875.3
Intersegment revenue
Network	$	4.2		$	4.8		$	8.3		$	9.7
IT Services and Hardware		1.9			1.7			3.7			3.3
Total intersegment revenue	$	6.1		$	6.5		$	12.0		$	13.0
Operating (loss) income
Network	$	(3.7	)	$	(18.9	)	$	(32.8	)	$	(22.0	)
IT Services and Hardware		0.8			(5.1	)		(5.0	)		(10.0	)
Corporate		(3.4	)		(8.4	)		(11.7	)		(15.4	)
Total operating loss	$	(6.3	)	$	(32.4	)	$	(49.5	)	$	(47.4	)
Expenditures for long-lived assets*
Network	$	154.7		$	171.1		$	295.1		$	252.6
IT Services and Hardware		7.8			7.1			13.7			13.4
Corporate		0.1			—			0.2			—
Total expenditures for long-lived assets	$	162.6		$	178.2		$	309.0		$	266.0
Depreciation and amortization
Network	$	86.3		$	103.4		$	195.2		$	196.8
IT Services and Hardware		25.2			26.6			49.5			52.6
Corporate		0.1			0.1			0.2			0.2
Total depreciation and amortization	$	111.6		$	130.1		$	244.9		$	249.6

* Includes cost of acquisitions


(dollars in millions)	June 30, 2023		December 31, 2022
Assets
Network	$	3,359.6	$	3,218.5
IT Services and Hardware		1,047.8		812.2
Corporate and eliminations		131.6		404.9
Total assets	$	4,539.0	$	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 June 30, 2023 and the results of operations for the three and six months ended June 30, 2023 and 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, 2022. Results for interim periods may not be indicative of results for the full year or any other interim period.

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

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, 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 $457.7 million and $906.6 million for the three and six months ended June 30, 2023 increased $18.2 million and $31.3 million, respectively, compared to the same periods in 2022 due to strategic revenue growth in both segments offsetting declines in Legacy revenue. For the three and six months ended June 30, 2023, Fioptics revenue increased $10.7 million and $20.8 million, respectively, compared to the comparable periods in the prior year as the Company continues to focus on high-speed internet activations while Legacy revenue decreased $10.5 million and $19.3 million, respectively, compared to the comparable periods in 2022. IT Services and Hardware revenue growth in each of the comparable periods is primarily due to services for existing customers which continue to bill and grow in 2023 in addition to increased hardware sales.

Operating loss for the three months ended June 30, 2023 and 2022 was $6.3 million and $32.4 million, respectively. Revenue growth in both segments in addition to lower depreciation and amortization expenses, primarily in the 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 were fully depreciated by March 31, 2023, as well as declining amortization expense on certain intangibles were partially offset by higher SG&A expenses to support revenue growth. The decrease in operating loss is also due to the decrease in transaction and integration costs in the three months ended June 30, 2023 compared to the same period in the prior year.

Operating loss for the six months ended June 30, 2023 and 2022 was $49.5 million and $47.4 million, respectively. In addition to similar trends that impacted the three months ended June 30, 2023, Corporate SG&A costs in the six months ended June 30, 2023 include $3.1 million related to employee contract termination costs.

Interest expense increased $22.8 million and $41.8 million for the three and six months ended June 30, 2023, respectively, compared to the comparable periods in the prior year. The increase is primarily due to higher interest rates on the Term B-1 Loans, Term B-2 Loans and the Company's accounts receivable securitization facilities in addition to interest expense incurred on the Term B-3 Loans entered into in the second quarter of 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 increased for the three and six months ended June 30, 2023 compared to the same periods in 2022 due to the annual remeasurement of the pension and postretirement projected benefit obligations that resulted in additional expense due to higher interest costs and less benefit from expected return on plan assets.

Other (income) expense, net totaled income of $27.1 million and $24.0 million for the three and six months ended June 30, 2023, respectively, primarily due to recording gains associated with the Company's interest rate swap agreements and interest rate cap agreements of $27.7 million and $19.5 million in the three and six months ended June 30, 2023, respectively. In addition, the Company recorded a patronage distribution of $5.0 million from one of the syndicated lenders in the Company's Credit Agreement in the six months ended June 30, 2023.

Other (income) expense, net totaled expense of $11.8 million and $11.4 million for the three and six months ended June 30, 2022, respectively, due to recording losses of $12.2 million associated with the Company's interest rate swaps and interest rate caps in the three months ended June 30, 2022.

Loss before income taxes totaled $20.4 million for the three months ended June 30, 2023 resulting in a decrease in the loss of $39.6 million compared to the same period in the prior year as the decrease in operating loss in addition to other income recorded in the three months ended June 30, 2023 more than offset higher interest expense in the three months ended June 30, 2023 and other expense recorded in the three months ended June 30, 2022.

Loss before income taxes totaled $102.6 million for the six months ended June 30, 2023 resulting in an increase in the loss of $14.1 million compared to the comparable period in 2022 primarily due to the increase in interest expense which more than offset other income recorded in the six months ended June 30, 2023 compared to other expense recorded in the six months ended June 30, 2022.

The income tax provision for the three months ended June 30, 2023 was a benefit of $10.3 million and is significantly higher than the period’s loss at the statutory rate due to lower forecasted loss for 2023 resulting in the reversal of a portion of the valuation allowance that was recorded in the first quarter of 2023. Despite the effect of the reversal of the valuation allowance, the income tax benefit is lower than the $14.0 million income tax benefit recorded in the comparable period in 2022 due to a lower loss in the three months ended June 30, 2023 than in the comparable period.

The income tax provision for the six months ended June 30, 2023 was a benefit of $22.6 million and is higher than the period’s loss at the statutory rate due to state income tax benefit, offset in part by federal and state valuation allowances recorded against deferred tax assets. The income tax benefit is higher than the $20.5 million benefit recorded in the comparable period in 2022 due to a greater loss in the six months ended June 30, 2023 than in the comparable period.

The Network segment provides products and services that are categorized as Fioptics, 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. 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 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 and in Hawaii subsidized through a customer contract. The Company is able to deliver speeds of up to one gigabit per second to more than 85% of Greater Cincinnati and more than 45% of Hawaii’s total addressable market.

Enterprise Fiber products include metro-ethernet, dedicated internet access, wavelength, IRU contracts, and wireless backhaul to macro-towers and small cell. Hawaiian Telcom Enterprise Fiber revenue also includes revenue from the SEA-US cable. As enterprise customers migrate from legacy products and copper-based technology, our metro-ethernet product becomes the preferred method of transport due to its ability to support multiple applications on a single physical connection. Subsequent to the Company’s acquisitions of Agile in May 2022 and OTT in April 2023, Enterprise Fiber revenue also includes revenue from 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.

**Internet speeds of less than 100mbps including Legacy DSL and Fiber-to-the-Node (FTTN) previously included in Fioptics Data

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

***Internet speeds of less than 100mbps including Legacy DSL and Fiber-to-the-Node (FTTN) previously included in Fioptics Data

Fioptics revenue for the three and six months ended June 30, 2023 increased $10.7 million and $20.8 million, respectively, compared to the same periods in 2022 primarily due to the increase in the subscriber base for internet. The internet subscriber base continues to increase as we focus attention on growing the internet FTTP subscriber base and accelerating the pace of our fiber build which enabled us to pass 55,100 FTTP addresses in Cincinnati and 37,400 FTTP addresses in Hawaii during the six months ended June 30, 2023. The Average Revenue Per User (“ARPU”) for the three and six months ended June 30, 2023 increased for internet in both Cincinnati and Hawaii compared to the comparable periods in 2022 primarily due to price increases and more customers subscribing to higher broadband tiers. Video ARPU also increased 2% in Hawaii in each of the three and six months ended June 30, 2023 compared to the same periods in 2022 which partially offset the decline in subscribers. Video ARPU increases are related to price increases as well as the change in the mix of subscribers. Other revenue primarily consists of revenue from nonrecurring subsidized fiber build projects in Cincinnati and Hawaii and totaled $4.5 million and $6.5 million for the three and six months ended June 30, 2023, respectively, and $5.9 million and $9.2 million for the three and six months ended June 30, 2022, respectively.

Enterprise Fiber revenue for the three and six months ended June 30, 2023 increased $3.7 million and $8.7 million, respectively, compared to the same periods in the prior year primarily due to increased revenue contributed by Agile of $2.3 million and $5.9 million for the three and six months ended June 30, 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 as evidenced by the 60% and 47% 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.

Legacy revenue decreased $10.5 million and $19.3 million for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022 due to the decline in voice lines and DSL subscribers. Voice lines declined 14% and 12% in Cincinnati and Hawaii, respectively, as the traditional voice lines become less relevant. DSL subscribers continue to decrease in Cincinnati and Hawaii as subscribers demand the higher speeds that can be provided by fiber.

Cost of services and products increased $2.2 million for the three months ended June 30, 2023 compared to the same period in the prior year due to increased video content costs of $1.3 million due to rate increases as well as increases in operating taxes and rent expense. Operating taxes increased $1.3 million primarily due to increased regulatory fees, and higher rent expense of $1.2 million is primarily due to increased expense contributed by Agile in the three months ended June 30, 2023. These increases were partially offset by a decrease in payroll related costs of $1.0 million as a result of favorable payroll benefit costs which more than offset increased wages associated with higher headcount to support our fiber network expansion.

Cost of services and products increased $11.1 million for the six months ended June 30, 2023 compared to the comparable period in the prior year due to increases in video content costs of $3.2 million, operating taxes of $3.1 million and rent expense of $3.0 million primarily due to similar trends that impacted the quarter. In addition, contract services increased $1.2 million due to higher utilization of outside contractors on certain specialized projects including the expansion of our fiber network.

SG&A expenses increased $3.5 million for the three months ended June 30, 2023 compared to the same period in 2022. Increased costs are primarily due to initiatives to support revenue growth in addition to increases in bad debt expense, payroll related costs and software development costs. Bad debt expense increased $1.0 million primarily due to favorable collection efforts resulting in lower bad debt expense in the three months ended June 30, 2022. Payroll related costs increased $0.8 million primarily due to additional headcount. Software development costs increased $0.5 million due to internal projects.

SG&A expenses increased $11.4 million for the six months ended June 30, 2023 compared to the comparable period in the prior year due to initiatives to support revenue growth as well as increases in payroll related costs of $4.3 million, bad debt expense of $2.5 million and software development costs of $1.1 million primarily due to similar trends that impacted the quarter. The increase in payroll related costs in the six months ended June 30, 2023 compared to the same period in 2022 was also impacted by additional headcount, including incremental headcount associated with the acquisition of Agile which occurred during the second quarter of 2022. In addition, advertising costs increased $1.1 million due to increased marketing campaigns and promotional events.

Depreciation and amortization expense decreased $17.1 million and $1.6 million for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022 primarily 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 were fully depreciated by March 31, 2023 in addition to declining amortization expense on certain intangibles.

Capital expenditures in Cincinnati are incurred to expand our Fioptics product suite, upgrade and increase capacity for our networks, and to maintain our fiber and copper networks. The Company is focused on building FTTP addresses and has accelerated the pace of our build, and during the three and six months ended June 30, 2023, we passed 33,300 and 55,100 FTTP addresses in Cincinnati, respectively. As of June 30, 2023, the Company is able to deliver its Fioptics services with speeds up to one gigabit or more to 712,300 residential and commercial addresses, or more than 85% of our operating territory in Cincinnati.

Cincinnati construction capital expenditures for the three and six months ended June 30, 2023 increased $20.8 million and $35.4 million, respectively, compared to the same periods in 2022 due to the timing of capital expenditures, which does not necessarily coincide with the timing of when addresses become available. In the three and six months ended June 30, 2023, Cincinnati installation capital expenditures increased $4.3 million and $14.8 million, respectively, compared to the comparable periods in the prior year primarily due to increased activations. Cincinnati installation capital expenditures were also impacted by the timing of expenditures for customer premise equipment (“CPE”) utilized for installations.

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 $4.7 million and $7.4 million in the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022 primarily due to increased capital expenditures contributed by Agile of $3.3 million and $4.9 million for the three and six months ended June 30, 2023, respectively, compared to the comparable periods in the prior 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 six months ended June 30, 2023 increased $8.0 million and $13.9 million, respectively, compared to the same periods in the prior year due to building out 21,000 and 37,400 FTTP addresses in the three and six months ended June 30, 2023, respectively. Hawaii installation capital expenditures increased $2.6 million and $6.4 million for the three and six months ended June 30, 2023, respectively, compared to the comparable periods in 2022 primarily due to increased internet installations, and to a lesser extent, timing of expenditures for CPE. Enterprise Fiber capital in Hawaii is primarily driven by new ethernet customers. Hawaii capital expenditures classified as Other include IT projects, real estate projects, road jobs or plant damage projects, and network upgrades or optimization projects.

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 CBTS brand in various geographic areas throughout the United States and 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 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.

IT Services and Hardware segment revenue increased $13.9 million and $20.1 million for the three and six months ended June 30, 2023, respectively, compared to the same periods in the prior year. Consulting revenue increased $5.5 million and $6.8 million for the three and six months ended June 30, 2023, respectively, compared to the comparable periods in 2022 primarily due to existing projects which continue to bill and grow in 2023. Cloud revenue increased $4.0 million and $6.0 million for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022 primarily due to providing ongoing monitoring and management services, and to a lesser extent, cloud computing services related to significant customer contracts obtained in prior years which continue to bill and grow in 2023. Communications revenue increased $1.0 million for the six months ended June 30, 2023 compared to the same period in the 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. The increase in Infrastructure Solutions revenue in the three and six months ended June 30, 2023 compared to the comparable periods in 2022 is due primarily to the sale of hardware. The increase in the three months ended June 30, 2023 compared to the same period in 2022 was partially offset by a decrease in professional services projects while the increase in the six months ended June 30, 2023 compared to the same period in 2022 was partially offset by a decrease in the sale of maintenance services.

IT Services and Hardware cost of services and products increased $5.2 million and $10.6 million for the three and six months ended June 30, 2023, respectively, compared to the comparable periods in 2022 primarily due to increases in payroll related costs, contractor costs, operating taxes, and to a lesser extent, increased software licensing costs. For the three and six months ended June 30, 2023, payroll related costs increased $0.9 million and $2.4 million, respectively, and contractor costs increased $2.5 million and $4.7 million, respectively, compared to the same periods in the prior year due to additional headcount to support the growth in the Cloud and Consulting practices. Primarily as a result of existing consulting projects that continue to grow, billable resources increased by 49 persons compared to June 30, 2022. Operating taxes increased $0.7 million and $2.1 million for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022 due to increases in general excise tax and regulatory fees. Higher software licensing costs were incurred to support strategic revenue growth in the Communications practice.

SG&A expenses increased $3.4 million and $7.5 million for the three and six months ended June 30, 2023, respectively, compared to the comparable periods in the prior year primarily to support revenue growth, and to a lesser extent, fill roles and implement software that the Company strategically determined will no longer be carried out by a shared resource for each of the segments. Payroll related costs increased $3.2 million and $4.8 million for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022 due to increased headcount and employee commissions. For the three and six months ended June 30, 2023, software development costs increased $1.0 million and $2.1 million, respectively, compared to the same periods in the prior year due to internal software projects. The increase in SG&A expenses for the three months ended June 30, 2023 compared to the comparable period in 2022 was partially offset by a decrease in bad debt expense of $0.8 million primarily due to the favorable resolution of reserved balances.

Depreciation and amortization expense decreased $1.4 million and $3.1 million for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decrease is 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 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 six months ended June 30, 2023 and 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 six months ended June 30, 2023 were primarily related to projects supporting the Cloud and Communications practices. In addition to success-based projects, the Company incurred $2.2 million for implementation work associated with internal software projects in the six months ended June 30, 2023.

As of June 30, 2023, the Company had an accumulated deficit of $238.1 million and $1,999.1 million of outstanding indebtedness.

The Company’s primary source of cash is generated by operations. The Company generated $16.6 million and $176.2 million of cash flows from operations during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had $126.4 million of short-term liquidity, comprised of $5.6 million of cash and cash equivalents, $109.0 million of undrawn capacity on our Revolving Credit Facility due 2026 and $11.8 million available under the CBTS Receivables Facility (defined below).

As of June 30, 2023, the Company had borrowings of $36.2 million and $16.4 million of letters of credit outstanding under the Network Receivables Facility on a borrowing capacity of $52.6 million. As of June 30, 2023, the Company had borrowings of $206.4 million and $0.5 million of letters of credit outstanding under the CBTS Receivables Facility on a borrowing capacity of $218.7 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 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 balances on the facilities if 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 cash on hand, operating cash flows, its Revolving Credit Facility due 2026, its Network Receivables Facility and CBTS Receivables Facility, and the expectation that the Company will 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 foreseeable future.

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

Cash provided by operating activities during the six months ended June 30, 2023 totaled $16.6 million, a decrease of $159.6 million compared to the same period in the prior year. The decrease is due to higher interest payments of $43.4 million for the six months ended June 30, 2023 compared to the comparable period in 2022 due to higher interest rates and increased borrowings on the Company's credit facilities as well as $32.3 million of accounts receivable sold on the Company's former Receivables Facility as of June 30, 2022 compared to $0.7 million of accounts receivable sold on the CBTS Receivables Facility as of June 30, 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 prior year.

Cash used in investing activities during the six months ended June 30, 2023 totaled $309.2 million, an increase of $45.8 million compared to the same period in the prior year due to the increase in capital expenditures primarily associated with extending the Company's fiber network. The increase was partially offset by cash payments totaling $65.1 million for the acquisition of Agile in the second quarter of 2022.

Cash provided by financing activities during the six months ended June 30, 2023 totaled $291.5 million primarily due to the issuance of $200.0 million of Term B-3 Loans and net borrowings on the Revolving Credit Facility due 2026 and receivables facilities of $68.0 million and $55.5 million, respectively. These increases were partially offset by the repayment of the remaining $22.3 million outstanding principal amount of its 7 1/4% Notes due 2023 upon the maturity date of the notes in the second quarter of 2023. Cash provided by financing activities during the six months ended June 30, 2022 totaled $88.6 million primarily due to net borrowings on the Revolving Credit Facility due 2026 and the Company's former Receivables Facility of $77.0 million and $23.0 million, respectively.

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, 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, 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 six months ended June 30, 2023.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 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 second quarter of 2023 and have concluded that there were no changes to Cincinnati Bell Inc.’s internal control over financial reporting during the second quarter of 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, 2022 for a comprehensive listing of the Company’s risk factors. There are no material changes for the six months ended June 30, 2023.

The Company's historical reports on Form 10-K, 10-Q, and 8-K are available free of charge at the following website: http://www.altafiber.com. The Company has ceased to be a registrant 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 Equity (Deficit) (Unaudited)	3

	Condensed Consolidated Balance Sheets (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42

Item 4.	Controls and Procedures	42

	PART II. Other Information

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Default upon Senior Securities	43

Item 4.	Mine Safety Disclosure	43

Item 5.	Other Information	43

Item 6.	Exhibits	44

	Signatures	45


	Additional Paid-in					Accumulated Other Comprehensive
	Capital		Accumulated Deficit			Income (Loss)			Total
Balance at March 31, 2023	$	1,716.1	$	(228.0	)	$	18.6		$	1,506.7
Net loss		—		(10.1	)		—			(10.1	)
Other comprehensive income		—		—			1.2			1.2
Balance at June 30, 2023	$	1,716.1	$	(238.1	)	$	19.8		$	1,497.8

Balance at March 31, 2022	$	1,716.1	$	(49.2	)	$	3.0		$	1,669.9
Net loss		—		(46.0	)		—			(46.0	)
Other comprehensive loss		—		—			(4.4	)		(4.4	)
Balance at June 30, 2022	$	1,716.1	$	(95.2	)	$	(1.4	)	$	1,619.5

	Additional Paid-in					Accumulated Other Comprehensive
	Capital		Accumulated Deficit			Income (Loss)			Total
Balance at December 31, 2022	$	1,716.1	$	(158.1	)	$	19.5		$	1,577.5
Net loss		—		(80.0	)		—			(80.0	)
Other comprehensive income		—		—			0.3			0.3
Balance at June 30, 2023	$	1,716.1	$	(238.1	)	$	19.8		$	1,497.8

Balance at December 31, 2021	$	1,716.1	$	(27.2	)	$	1.2		$	1,690.1
Net loss		—		(68.0	)		—			(68.0	)
Other comprehensive loss		—		—			(2.6	)		(2.6	)
Balance at June 30, 2022	$	1,716.1	$	(95.2	)	$	(1.4	)	$	1,619.5


	June 30, 2023			December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	5.6		$	9.4
Receivables, less allowances of $17.4 and $12.0		445.5			447.8
Inventory, materials and supplies		96.1			103.4
Prepaid expenses		52.3			45.7
Other current assets		37.7			25.7
Total current assets		637.2			632.0
Property, plant and equipment, net		2,257.9			2,116.8
Operating lease right-of-use assets		75.5			73.1
Goodwill		721.0			723.5
Intangible assets, net		773.2			829.1
Deferred income tax assets		2.0			2.2
Other noncurrent assets		72.2			58.9
Total assets	$	4,539.0		$	4,435.6
Liabilities and Shareowners’ Equity
Current liabilities
Current portion of long-term debt	$	25.6		$	45.0
Accounts payable		426.3			492.5
Unearned revenue and customer deposits		65.5			81.6
Accrued taxes		12.6			14.5
Accrued interest		3.1			2.0
Accrued payroll and benefits		50.7			52.5
Other current liabilities		47.2			47.8
Total current liabilities		631.0			735.9
Long-term debt, less current portion		1,973.5			1,656.0
Operating lease liabilities		68.8			66.1
Pension and postretirement benefit obligations		138.0			138.9
Pole license agreement obligation		42.2			43.6
Deferred income tax liability		67.5			98.2
Other noncurrent liabilities		120.2			119.4
Total liabilities		3,041.2			2,858.1
Shareowners’ equity
Additional paid-in capital		1,716.1			1,716.1
Accumulated deficit		(238.1	)		(158.1	)
Accumulated other comprehensive income		19.8			19.5
Total shareowners' equity		1,497.8			1,577.5
Total liabilities and shareowners’ equity	$	4,539.0		$	4,435.6


	Six Months Ended June 30,
	2023			2022
Cash flows from operating activities
Net loss	$	(80.0	)	$	(68.0	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		244.9			249.6
Provision for loss on receivables		5.0			2.6
Unrealized (gain) loss on interest rate swaps		(12.8	)		11.4
Noncash portion of interest expense		3.3			2.6
Deferred income taxes		(25.7	)		(23.7	)
Pension and other postretirement payments in excess of expense		(3.6	)		(9.2	)
Other, net		(0.5	)		(0.2	)
Changes in operating assets and liabilities:
(Increase) decrease in receivables		(1.5	)		69.3
Increase in inventory, materials, supplies, prepaid expenses and other current assets		(1.4	)		(6.5	)
Decrease in accounts payable		(84.8	)		(45.5	)
(Decrease) increase in accrued and other current liabilities		(20.7	)		4.5
Increase in other noncurrent assets		(1.8	)		(6.2	)
Decrease in other noncurrent liabilities		(3.8	)		(4.5	)
Net cash provided by operating activities		16.6			176.2
Cash flows from investing activities
Capital expenditures		(303.3	)		(200.9	)
Acquisition of businesses, net of cash acquired		(3.0	)		(65.1	)
Other, net		(2.9	)		2.6
Net cash used in investing activities		(309.2	)		(263.4	)
Cash flows from financing activities
Proceeds from issuance of long-term debt		205.2			—
Net increase in corporate credit facility with initial maturities less than 90 days		68.0			77.0
Proceeds from borrowings on receivables facilities		1,110.6			575.6
Payments on receivables facilities		(1,055.1	)		(552.6	)
Repayment of debt		(33.9	)		(10.7	)
Payment of debt issuance costs		(3.3	)		(0.7	)
Net cash provided by financing activities		291.5			88.6
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			—
Net (decrease) increase in cash, cash equivalents and restricted cash		(1.1	)		1.4
Cash, cash equivalents and restricted cash at beginning of period		12.9			6.1
Cash, cash equivalents and restricted cash at end of period	$	11.8		$	7.5
Noncash investing and financing transactions:
Acquisition of property by assuming debt and other noncurrent liabilities	$	3.4		$	2.1
Acquisition of property on account	$	95.6		$	65.6


☒	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	☐


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


(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


	June 30,
Metrics information (in thousands):	2023		2022		Change			% Change
Cincinnati
Fioptics
Data
Internet FTTP*		319.1		274.3		44.8			16	%
Video
Fioptics Video		121.5		121.7		(0.2	)		0	%
Voice
Fioptics Voice Lines		98.9		100.9		(2.0	)		(2	)%
Fioptics Units Passed
Units passed FTTP*		712.3		590.0		122.3			21	%
Enterprise Fiber
Data
Ethernet Bandwidth (Gb)		11,992		7,480		4,512			60	%
Legacy
Data
DSL and FTTN**		38.4		63.2		(24.8	)		(39	)%
Voice
Legacy Voice Lines		125.5		145.9		(20.4	)		(14	)%


Metrics information:	June 30, 2023		June 30, 2022		Change		% Change
Consulting
Billable Resources		2,374		2,325		49		2	%

Communications
NaaS Locations		12,476		11,354		1,122		10	%
SD - WAN Locations		9,144		8,188		956		12	%
Hosted UCaaS Profiles*		316,852		310,309		6,543		2	%


			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
10.1	Incremental Amendment to Credit Agreement dated as of May 3, 2023, by and among the Cincinnati Bell Inc., as Borrower, Red Fiber Parent LLC, as Holdings, the Guarantors party thereto, Goldman Sachs Bank USA, as Administrative Agent, and CoBank ACB, as the Term B-3 Lender.	8-K	5/8/2023	10.1	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 June 30, 2023 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 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:	August 10, 2023	/s/ Joshua T. Duckworth
		Joshua T. Duckworth
		Chief Financial Officer

Date:	August 10, 2023	/s/ Suzanne E. Maratta
		Suzanne E. Maratta
		Chief Accounting Officer


	Six Months Ended June 30,
	2023						2022
(dollars in millions)	Cincinnati		Hawaii		Total		Cincinnati		Hawaii		Total
Fioptics Capital Expenditures
Construction	$	90.9	$	33.8	$	124.7	$	55.5	$	19.9	$	75.4
Installation		43.3		16.7		60.0		28.5		10.3		38.8
Other		10.1		1.5		11.6		3.7		0.6		4.3
Total Fioptics		144.3		52.0		196.3		87.7		30.8		118.5
Enterprise Fiber		14.6		14.1		28.7		7.2		8.2		15.4
Other		30.2		34.2		64.4		19.3		34.3		53.6
Total Network Capital Expenditures	$	189.1	$	100.3	$	289.4	$	114.2	$	73.3	$	187.5