UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-8519
CINCINNATI BELL INC.
Ohio
(State of Incorporation)
31-1056105
(I.R.S. Employer Identification No.)
221 East Fourth Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
(513) 397-9900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares ($0.01 par value)
Depository Shares, each representing 1/20 interest in a
Share of 6 3/4% Cumulative Convertible Preferred Stock,
without par value
CBB
CBB.PB
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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:
Large accelerated filer
Non-accelerated filer
Emerging growth company
☒
☐
☐
Accelerated filer
Smaller reporting company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of the voting common shares owned by non-affiliates of the registrant was $0.8 billion, computed by reference to the closing sale price
of the common stock on the New York Stock Exchange on June 30, 2020, the last trading day of the registrant’s most recently completed second fiscal quarter. The
Company has no non-voting common shares.
At January 31, 2021, there were 50,908,586 common shares outstanding.
Table of Contents
Form 10-K Part I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
TABLE OF CONTENTS
PART I
Cincinnati Bell Inc.
Page
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Properties
Legal Proceedings
Mine Safety Disclosures
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
PART II
Item 7A.
Quantitative and Qualitative Disclosure About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
PART III
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Signatures
This report contains trademarks, service marks and registered marks of Cincinnati Bell Inc., as indicated.
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Table of Contents
Form 10-K Part I
Item 1. Business
Overview and Strategy
Part I
Cincinnati Bell Inc.
Cincinnati Bell Inc. and its consolidated subsidiaries ("Cincinnati Bell," "we," "our," "us" or the "Company") provide integrated communications and IT solutions
that keep consumer and business customers connected with each other and with the world.
On December 21, 2019, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Brookfield Merger Agreement”) with
affiliates of the Brookfield Infrastructure Group (“Brookfield”), the infrastructure investment division of Brookfield Asset Management, which was subsequently
amended. Pursuant to the amended Brookfield Merger Agreement, the Company would be acquired by an affiliate of Brookfield for $14.50 per Common Share.
On March 13, 2020, the Company terminated the Brookfield Merger Agreement and entered into an Agreement and Plan of Merger (the “MIP Merger
Agreement”) pursuant to which the Company will be acquired by an affiliate of Macquarie Infrastructure Partners V (“MIP”), a fund managed by Macquarie
Infrastructure and Real Assets (the “MIP Merger”). At the effective time of the MIP Merger (the “Effective Time”), each of our issued and outstanding Common
Shares will be converted into the right to receive $15.50 in cash per Common Share, without interest, and the 6 3/4% Cumulative Convertible Preferred Shares will
remain issued and outstanding as 6 3/4% Cumulative Convertible Preferred Shares of the Company, without par value, following the Effective Time. The
consummation of the Merger is subject to customary closing conditions and is expected to close in the first half of 2021, although there can be no assurance that the
Merger will occur by that date. As a result of the Merger, the Company will cease to be a publicly traded company.
In connection with the termination of the Brookfield Merger Agreement, the Company paid an affiliate of Brookfield a termination fee of $24.8 million in the first
quarter of 2020 as required by the terms of the Brookfield Merger Agreement.
Through its Entertainment and Communications segment, the Company provides high-speed data, video, and voice solutions to consumers and businesses over an
expanding fiber network and a legacy copper network. During 2018, the Company acquired Hawaiian Telcom Holdco, Inc. ("Hawaiian Telcom"), the largest full
service provider of communication services on all of Hawaii's major islands. This acquisition added operational scale to our business by adding access to both
Honolulu, a well-developed, fiber-rich city, as well as the growing neighbor islands. After the acquisition, the Company's combined fiber networks are
approximately 17,800 fiber route miles.
Through its IT Services and Hardware segment, business customers across the U.S., Canada and Europe rely on the Company for the sale and service of efficient,
end-to-end communications and IT systems and solutions. During 2017, the Company expanded the geographic footprint of its IT Services and Hardware segment
as a result of the acquisitions of SunTel Services LLC ("SunTel") and OnX Holdings LLC ("OnX"), transforming the segment into a North American hybrid-cloud
services provider. In addition, the acquisition of Hawaiian Telcom in 2018 also expanded the IT Services and Hardware segment to Hawaii.
Our goal is to continue the transformation of Cincinnati Bell from a legacy copper-based telecommunications company into a technology company with state-of-
the-art fiber assets servicing customers with data, video, voice and IT solutions to meet their evolving needs. To this end, we believe that, by leveraging our past
and future investments, we have created a company with a healthy balance sheet, growing revenue, growing profitability and sustainable cash flows.
In an effort to achieve our objectives, we continue to focus on the following key initiatives:
•
•
expand our fiber network; and
grow our IT Services and Hardware segment.
Expand our fiber network
We invested $95.6 million of capital in the Entertainment and Communications segment in products that can be categorized as either Fioptics in Cincinnati or
Consumer/SMB Fiber in Hawaii (collectively, "Consumer/SMB Fiber") during 2020. Revenue from these high demand products totaled $446.4 million, up $6.0
million over the prior year partially mitigating the decline in legacy products. The primary focus of these investments is the expansion of high-speed internet
products which are designed to compete directly with the cable Multiple System Operators, such as Charter Communications, serving the Company’s operating
territories. Year-over-year revenue and subscribers for these products are outlined in the table below:
Cincinnati Operating Territory
Consumer / SMB Fiber Revenue (in millions):
Subscribers (in thousands):
High-speed internet
Video
Voice
2020
2019
2018
$
360.4 $
353.2 $
266.6
128.0
103.8
250.6
135.1
106.8
341.2
239.0
139.9
107.6
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Form 10-K Part I
Hawaii Operating Territory
Consumer / SMB Fiber Revenue (in millions):
Subscribers (in thousands):
High-speed internet
Video
Voice
Cincinnati Bell Inc.
2020
2019
2018
$
86.0 $
87.2 $
70.8
40.6
29.5
68.2
42.7
30.0
42.3
65.9
48.8
30.3
During the year, we passed an additional 13,600 addresses in the Greater Cincinnati area with Fioptics, which included a focus on Fiber to the Premise ("FTTP")
addresses as FTTP has become a more relevant solution for our customers. As of December 31, 2020, the Fioptics products are now available to approximately
637,000 customer locations or 75% of the Greater Cincinnati operating territory. During 2020, we passed an additional 7,900 addresses in Hawaii. The
Consumer/SMB Fiber products are now available to approximately 254,300 addresses, or 50% of the operating territory in Hawaii, including Oahu and the
neighbor islands.
In 2020, the Company also invested $25.0 million in Enterprise Fiber products, which includes fiber and IP-based core network technology. These investments
position the Company to meet increased business and carrier demand within Greater Cincinnati and in contiguous markets in the Midwest region. In Hawaii,
expenditures are for high-bandwidth data transport products, such as metro-ethernet, including the Southeast Asia to United States ("SEA-US") cable. We continue
to evolve and optimize network assets to support the migration of legacy products to new technology, and as of December 31, 2020, the Company has:
•
•
•
increased the total number of commercial addresses with fiber-based services (referred to as a lit address) to 30,200 in Greater Cincinnati and 21,200 in
Hawaii by connecting approximately 1,400 additional lit addresses in Greater Cincinnati and 900 additional lit addresses in Hawaii during the twelve months
ended December 31, 2020;
expanded the fiber network to span more than 12,900 route miles in Greater Cincinnati and 4,900 route miles in Hawaii; and
provided cell site back-haul services to approximately 90% of the 1,000 cell sites in the Greater Cincinnati market, of which approximately 97% of these sites
are lit with fiber, and 80% of the 1,100 cell sites in Hawaii, all of which are lit with fiber.
As a result of our investments, we generated year-over-year Entertainment and Communications revenue growth each year from 2013 through 2019. Revenue in
2020 was unfavorably impacted by the effects of COVID-19 and the Company’s participation in the Keep Americans Connected pledge (“Pledge”). However, the
Company continued to generate revenue growth in Consumer/SMB Data revenue in 2020 which has been the primary focus of our investments. In the fourth
quarter of 2020, the Company entered into a definitive purchase agreement to acquire inter-island submarine and middle-mile terrestrial fiber infrastructure assets
in Hawaii currently owned by the bankruptcy estate of the Paniolo Cable Company, LLC for $50.0 million. The transaction, which is subject to customary closing
conditions, including approval of the bankruptcy court and federal regulatory authorities, is expected to close in the second half of 2021. The Company's expanding
fiber assets allow us to support the ever-increasing demand for data, video and internet devices with speed, agility and security. We believe our fiber investments
are a long-term solution for our customers' bandwidth needs.
Grow our IT Services and Hardware Segment
Cincinnati Bell continues to grow the IT Services and Hardware segment by developing new products, as well as expanding its reach to new customers. As a result
of both organic and inorganic growth, our geographic footprint now extends across the U.S., Canada, Europe and India. We continue to diversify our customer
base, and expand our product portfolio. During 2018, the acquisition of Hawaiian Telcom helped to expand the segment even further across the U.S. to Hawaii. The
Company continues to develop high-demand products for business customers through our investments in unified communications and cloud services. Our ability to
be innovative and to react to the changing technology demands of our customers is important to the growth of our IT Services and Hardware segment. Our
offerings under the Infrastructure Solutions practice provide a platform for buyer engagement and an opportunity for connecting the customer to higher value
professional and managed services. In 2020, 2019 and 2018, the Company saw significant increases in revenue from Communications solutions, specifically
Unified Communications as a Service ("UCaaS"), Software-Defined Wide Area Network ("SD-WAN") and Network as a Service ("NaaS"), to customers that
historically have purchased our hardware offerings.
As a company with a long history of managing customers' network and technology needs, we combine the management of the network, whether owned or leased
from other carriers out of territory, with integrated voice and IT offerings. We supply the architecture and integration intelligence, labor and hardware as well as
any combination of these services. These projects can be established based on hourly billing rates, service-level driven agreements or utility-based managed service
models. Customers are attracted to our ability to combine our historic knowledge, unique assets and talented workforce in order to help them improve their
operational efficiency, mitigate risk and reduce costs.
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Form 10-K Part I
Operations
Cincinnati Bell Inc.
As of December 31, 2020, the Company operated two segments: Entertainment and Communications and IT Services and Hardware.
The Entertainment and Communications segment provides products and services that can be categorized as either Consumer/SMB Fiber, Enterprise Fiber or
Legacy. The table below demonstrates how our products and services are categorized:
Entertainment and Communications
Consumer / SMB Fiber
Enterprise Fiber
Legacy
Data
Voice
Video
Other
Ethernet (>10Mb)
Dedicated Internet Access
Wavelength
IRU
Small Cell
SONET (2)
Fiber to the Premise (“FTTP”)
Fiber to the Node (“FTTN”)
DSL (> 10 Mb) (1)
Voice (Fiber)
Television Service
DSL (< 10 Mb)
DS0 (3), DS1, DS3
TDM (4)
Ethernet (<10 Mb)
Traditional Voice
Consumer Long Distance
Switched Access
Digital Trunking
Maintenance
Information Services
Connect America Fund support
Directory Assistance
Advertising
Wireless Handsets and Accessories
Wireless Services
Wiring Projects
(1)
(2)
(3)
(4)
Digital Subscriber Line
Synchronous Optical Network
Digital Signal
Time Division Multiplexing
We classify the products and services of our IT Services and Hardware segment into four distinct practices: Consulting, Cloud, Communications and Infrastructure
Solutions. The table below demonstrates how our products and services are categorized:
IT Services and Hardware
Consulting
Cloud
Communications
Infrastructure Solutions
IT Staffing
Application Services
Virtual Data Centers
Storage
Backup
Network Management/Monitoring
Security
Data Center
Cloud Consulting
Unified Communications as a Services ("UCaaS")
Contact Center
Software Defined Wide Area Networking ("SD-WAN")
Networking Solutions
Multi-Protocol Label Switching ("MPLS")
Network as a Service ("NaaS")
Hardware
Software Licenses
Maintenance
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Table of Contents
Form 10-K Part I
Entertainment and Communications
Cincinnati Bell Inc.
The Entertainment and Communications segment provides products and services such as high-speed internet, data transport, local voice, video and other services.
Cincinnati Bell Telephone Company LLC ("CBT"), a subsidiary of the Company, is the incumbent local exchange carrier ("ILEC") for a geography that covers a
radius of approximately 25 miles around Cincinnati, Ohio, and includes parts of northern Kentucky and southeastern Indiana. CBT has operated in this territory for
over 145 years. Voice and data services in the Enterprise Fiber and Legacy categories that are delivered beyond the Company's ILEC territory, particularly in
Dayton and Mason, Ohio, are provided through the operations of Cincinnati Bell Extended Territories LLC ("CBET"), a subsidiary of CBT. Hawaiian Telcom, a
subsidiary of the Company, is the ILEC for the State of Hawaii and the largest full service provider of communications services and products in that state.
Originally incorporated in Hawaii in 1883 as Mutual Telephone Company, Hawaiian Telcom has a strong heritage of over 135 years as Hawaii’s communications
carrier. Its services are offered on all of Hawaii’s major islands, except its video service, which currently is only available on the island of Oahu. The key products
and services provided by the Entertainment and Communications segment include the following:
Data
The Company's data products include high-speed internet access, data transport and interconnection services. Consumer demand for increased internet speeds is
accelerating, and more customers are opting for higher bandwidth solutions. To address this demand, the Company is focused on building out FTTP addresses,
enabling these addresses to receive speeds up to one gigabit per second ("Gbps"). FTTP addresses now cover 61% of the market in Greater Cincinnati and 38% of
the market in Hawaii. The Company is now able to provide internet speeds of up to 30 megabits per second ("Mbps") or more to approximately 75% of Greater
Cincinnati and up to 20 Mbps or more to approximately 69% of homes and businesses on the island of Oahu, of which approximately 499,600 and 184,300
addresses are capable of receiving speeds up to one Gbps in Greater Cincinnati and Hawaii, respectively.
As business customers migrate from legacy products and copper-based technology, our metro-ethernet product becomes the access method of choice due to its
ability to support multiple applications on a single physical connection. We are also expanding our metro-ethernet platform to deliver services across a wider
geography to target business customers beyond our ILEC footprint. The Company’s regional network connects Greater Cincinnati, Columbus, and Dayton, Ohio, as
well as Indianapolis, Indiana, Chicago, Illinois, and Louisville, Kentucky.
As a result of the acquisition of Hawaiian Telcom, the Company gained access to the SEA-US trans-Pacific submarine cable system connecting Indonesia, the
Philippines, Guam, Hawaii and the mainland United States. The system provides an initial 20 Terabytes per second ("Tbps") of capacity using state-of-the-art 100
Gbps technology to accommodate the increase in data consumption.
Voice
Voice represents local service over both copper and fiber. It also includes consumer long distance, digital trunking, switched access and other value-added services
such as caller identification, voicemail, call waiting and call return.
The Company's voice access lines over copper continue to decrease as its customers have increasingly employed wireless technologies in lieu of wireline voice
services ("wireless substitution"), migrated to competitors, or migrated to VoIP services provided by the Company and others.
Customers purchasing traditional long distance service can choose from a variety of long distance plans, which include unlimited long distance for a flat fee,
purchase of minutes at a per-minute-of-use rate, or a fixed number of minutes for a flat fee. The Company's long distance lines and related minutes of use have
continued to decline as a result of wireless substitution.
Video
In the Greater Cincinnati territory, the Company launched Fioptics in 2009 and initially focused our fiber network investment on densely populated areas, such as
apartments and condominiums. Since that time, Fioptics has been deployed over a much broader base and is now available to approximately 75% of Greater
Cincinnati. As of December 31, 2020, we have 128,000 video subscribers in Greater Cincinnati. Our Fioptics customers enjoy access to over 400 entertainment
channels, including digital music, local, movie and sports programming with over 150 high-definition channels, parental controls, HD DVR and video On-Demand.
In Hawaii, the Company launched its next-generation television service on the island of Oahu in July 2011. The TV service is 100% digital with hundreds of local,
national, international and music channels, including high-definition, premium, pay-per-view channels and video on-demand service. TV service has been deployed
to 40,600 subscribers in Hawaii as of the end of 2020.
Other
Other revenue consists of revenue generated from wiring projects for business customers, Connect America Fund support (see “Regulatory Matters and
Competitive Trends” for further discussion of universal service), advertising, directory assistance, maintenance and information services.
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Table of Contents
Form 10-K Part I
IT Services and Hardware
Cincinnati Bell Inc.
The IT Services and Hardware segment provides a full range of managed IT solutions, telephony and IT equipment sales, and professional IT staffing services.
These services and products are provided through the Company's subsidiaries in various geographic areas throughout the U.S., Canada, Europe and India. By
offering a full range of Infrastructure Solutions in addition to Cloud, Communications and Consulting services, the IT Services and Hardware segment provides
end-to-end IT solutions designed to reduce cost and mitigate risk while optimizing performance for its customers.
The key products and services provided by the IT Services and Hardware segment include the following:
Consulting
The Company's consulting services offerings consist of IT staffing and project-based engagements, including engineering and installation of voice, connectivity and
IT technologies, development of digital application solutions and staff augmentation by highly skilled and industry-certified technical resources. Engagements can
be short-term IT implementation and project-based work as well as longer term staffing and permanent placement assignments. The Company utilizes a team of
experienced recruiting and hiring personnel to provide its customers with a wide range of skilled IT professionals.
Communications
The Company offers a complete portfolio of hosted solutions that include converged IP communications platforms of data, voice, video and mobility applications.
We offer our customers expert management for all hardware and software components, including maintenance contracts and service level agreement ("SLA") based
services. Fully hosted and managed, these voice platforms and applications can also be delivered as a service for a monthly utility fee allowing our customers to
scale without a large capital investment.
The solutions offered in the Communications practice include UCaaS, SD-WAN, NaaS, Contact Center and other Networking Solutions. UCaaS provides a
portfolio of solutions that includes VoIP, room-based video, mobile solutions, chat/presence, messaging, web conferencing, audio conferencing, social media,
contact center solutions, and more in order to serve a customer's collaboration needs. Cloud delivered SD-WAN is a revolutionary, agile platform to deploy,
manage and monitor hybrid public, private, wireline and wireless networks. NaaS is a fully managed networking solution with cloud integration, security,
switching, Wi-Fi, management, monitoring and SD-WAN. Our Contact Center offering features speech-enabled Interactive Voice Response ("IVR"), call-back
services, call analytics and surveys, speech analytics, alerts and notification, and improved customer satisfaction and productivity. Additionally, we manage the
maintenance of a large base of customers with traditional voice systems as well as converged VoIP systems under Networking Solutions.
Cloud
Virtual data center ("VDC") is a robust and scalable virtual infrastructure consisting of equipment, security, people and processes. This offering is provided in three
different models - private cloud, dedicated cloud or public cloud - and provides customers with either a long-term or a short-term flexible solution that is fully
managed by the Company and monitored around the clock from its Enterprise Network Operations Center ("ENOC").
Storage is a flexible, on-demand solution that enables businesses to eliminate capital expenditures and ongoing asset management with SLA-based services. The
Company offers Tier I, Tier II and Tier III storage to meet its customers' availability, accessibility, protection, performance and capacity needs.
Backup is a scalable solution that allows businesses to eliminate capital outlay and ongoing equipment management with SLA-based services and includes virtual
data center, hardware, software, monitoring and support.
The Company provides SLA-based monitoring and management services utilizing its ENOC. The ENOC includes highly certified engineers and operation experts
that proactively monitor and manage our customers’ technology environments and applications. Standalone monitoring services provide customers with scheduled
and automatic checks of customers' servers, routers, switches, load balancers and firewalls. We also provide customers with advance trouble shooting, repair and
changes of customers' servers, routers, switches, load balancers and other network devices from our ENOC. These services can be provided to customers with
equipment provided by the Company or customer-owned equipment and do not have geographical constraints. Services can be purchased individually or bundled
by combining multiple products, services, and assets into a utility or service model.
Infrastructure Solutions
The Company maintains premium resale relationships and certifications with a variety of branded technology vendors which allows it to competitively sell,
architect and install a wide array of telecommunications and IT infrastructure equipment to meet the needs of its customers.
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Form 10-K Part I
Sales and Distribution Channels
Cincinnati Bell Inc.
The Company’s Entertainment and Communications segment utilizes a number of distribution channels to acquire customers. As of December 31, 2020, the
Company operated eight retail stores in the Cincinnati operating territory to market and distribute our Fioptics suite of products. The Company works to locate
retail stores in high traffic but affordable areas, with a distance between each store that considers optimal returns per store and customer convenience. The
Company also offers fully-automated, end-to-end web-based sales of various other Company services and accessories for both the Cincinnati operating territory
and the Hawaii operating territory. In addition, the Company utilizes a call center, as well as a door-to-door sales force, to target the sale of our consumer products
to residents.
For both operating segments, we utilize a business-to-business sales force and a call center organization to reach business customers in our operating territories.
Larger business customers are supported by sales account representatives and solution architects located in our branch offices across the U.S., Canada and Europe
that understand the customer's technology needs and recommend Company-offered solutions. Smaller business customers are supported through a telemarketing
sales force, customer representatives and store locations.
The IT Services and Hardware segment utilizes an indirect distribution channel to sell services, primarily focused on Communications. Compensation to the
distributor is success-based and typically involves a residual payment based on revenue from customers.
Suppliers and Product Supply Chain
The Company generally subjects purchases to competitive bids and selects its vendors based on price, service level, delivery terms, quality of product and terms
and conditions.
The Entertainment and Communications segment's primary purchases are for video content, network equipment, software, fiber cable and contractors to maintain
and support the growth of the fiber network. The Company maintains facilities and operations for storing cable and other equipment, product distribution and
customer fulfillment.
The Company purchases some of its programming directly from the program networks by entering into affiliation agreements with the programming suppliers. The
Company also benefits from membership with the National Cable Television Cooperative (“NCTC”), which enables us to take advantage of volume discounts. As
of December 31, 2020, approximately 65% of CBET’s programming was sourced from the NCTC and approximately 55% of Hawaiian Telcom’s programming
was sourced from the NCTC.
The IT Services and Hardware segment primarily purchases IT and telephony equipment that is either sold to a customer or used to provide service to the customer.
The Company is a certified distributor of leading technology and software solutions including, but not limited to, Cisco, Hewlett-Packard, Dell and IBM. Most of
this equipment is shipped directly to the customer from vendor locations, but the Company does maintain warehouse facilities for replacement parts and equipment
testing and staging.
In addition, we have long-term commitments to outsource various services, such as certain information technology functions, cash remittance and accounts payable
functions, call center operations and maintenance services.
Competition
The telecommunications industry is very competitive, and the Company competes against larger, well-capitalized national providers.
The Entertainment and Communications segment faces competition from other local exchange carriers, wireless service providers, inter-exchange carriers, as well
as cable, broadband, and internet service providers. The Company has lost, and will likely continue to lose, access lines as a portion of the customer base migrates
to competitive wireline or wireless providers in lieu of the Company’s services. Wireless providers, particularly those that provide unlimited wireless service plans
with no additional fees for long distance, offer customers a substitution service for the Company’s local voice and long-distance services. The Company believes
wireless substitution and competition is the reason for the largest portion of the Company’s access line and long-distance line losses.
Our Consumer/SMB Fiber and Enterprise Fiber products also face intense competition from cable operators, other telecom companies and niche fiber companies.
Many of our competitors have lower operating costs and access to resources that provide economies of scale that allow them to more aggressively price products,
as well as provide products on a much broader scale given their expanded geographic operations. Our competitors continuously upgrade their service quality and
offerings which could substantially erode the competitive advantage we currently have with our fiber-based products. These competitive factors could limit the
Company's ability to grow revenue and cash flows despite the strategic initiatives implemented.
The Company's video product also faces competition from a number of different sources, including companies that deliver movies, television shows and other
video programming over broadband Internet connections. Increasingly, content owners are utilizing Internet-based delivery of content directly to consumers, some
without charging a fee for access to the content.
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Form 10-K Part I
Cincinnati Bell Inc.
Furthermore, due to consumer electronics innovations, consumers are able to watch such Internet-delivered content on television sets and mobile devices. Increased
customer migration to these non-traditional entertainment products could result in increased churn and decreased penetration for video; however, this trend could
also drive increased demand for our high-speed internet product.
The IT Services and Hardware segment competes against numerous information technology consulting, web-hosting, and computer system integration companies,
many of which are larger in scope and well-financed. The Company believes that participants in this market must grow rapidly and achieve significant scale to
compete effectively. Other competitors may consolidate with larger companies or acquire software application vendors or technology providers, enabling them to
more effectively compete. This consolidation could affect prices and other competitive factors in ways that could impede the ability of these businesses to compete
successfully in the market. In addition, as more customers migrate to the public cloud, we expect to see declines in the demand for Infrastructure Solutions.
However, this trend could provide an opportunity in Consulting, Communications and Cloud Services as the Company has IT professionals that can assist
customers through this migration to the public cloud.
Customers
The Company had no customers whose revenue comprised greater than 10% of total revenue in 2020, 2019 and 2018. As of December 31, 2020 and 2019, Verizon
Communications Inc. (“Verizon”) comprised 20% and 25% of consolidated accounts receivable, respectively. The accounts receivable with Verizon are significant
to the Company, but the associated revenue does not exceed 10% of total revenue as a result of the application of ASC 606 and management’s conclusion that for
hardware transactions we act as the agent, and as a result record revenue net of the cost of product.
Employees
At December 31, 2020, the Company had approximately 4,600 employees. Approximately 25% of its employees are covered by collective bargaining agreements.
Approximately 15% of total employees are covered by a collective bargaining agreement with the Communications Workers of America (“CWA”), which is
affiliated with the AFL-CIO, and approximately 10% of total employees are covered by a collective bargaining agreement with the International Brotherhood of
Electrical Workers (IBEW) Local 1357. The collective bargaining agreements with the CWA and IBEW are effective through the second quarter of 2021 and third
quarter of 2022, respectively.
In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees as well as the
communities in which we operate. These include having the vast majority of our employees work from home starting in March 2020 and implementing additional
safety measures for employees continuing critical work out in the field and at customer locations. We have also provided programs and resources to our employees
to assist with the transition and added several company-wide paid days off and caregiving support to help employees balance their work and life responsibilities.
Website Access and Other Information
The Company was incorporated under the laws of Ohio in 1983 with its headquarters at 221 East Fourth Street, Cincinnati, Ohio 45202 (telephone number (513)
397-9900 and website address http://www.cincinnatibell.com). The Company files annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC") under the Exchange Act of 1934 (the "Exchange Act"). The SEC maintains an internet site that contains
reports, proxy statements, and other information about issuers, like the Company, which file electronically with the SEC. The address of that site is
http://www.sec.gov. The Company makes available its reports on Forms 10-K, 10-Q, and 8-K (as well as all amendments to these reports), proxy statements and
other information, free of charge, at the Investor Relations section of its website.
Executive Officers
Refer to Part III, Item 10. "Directors, Executive Officers and Corporate Governance" of this Annual Report on Form 10-K for information regarding executive
officers of the registrant.
Business Segment Information
The amounts of revenue, intersegment revenue, operating income, expenditures for long-lived assets, and depreciation and amortization attributable to each of the
Company’s business segments for the years ended December 31, 2020, 2019, and 2018 and assets as of December 31, 2020 and 2019 are set forth in Note 17 to the
consolidated financial statements.
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Form 10-K Part I
Item 1A. Risk Factors
Cincinnati Bell Inc.
In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating us. Our business, financial
condition, liquidity or results of operations could be materially affected by any of these risks.
Risks Related to Our Business, Operations and Industry
The global outbreak of COVID-19 and related government, private sector and individual consumer responsive actions have adversely affected the Company’s
business operations, employee availability, financial performance, liquidity and cash flow and are expected to continue to do so for an unknown period of time.
On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, President Trump declared a national emergency
relating to the outbreak. The outbreak has spread globally and has, and continues to, adversely affect workforces, customers and consumer sentiment and, along
with a decrease in consumer spending, has led to an economic downturn in many markets. National, state and local authorities have recommended social distancing
measures and have imposed and continue to consider quarantine and isolation measures for large portions of the population, including mandatory business closures.
These measures, while intended to protect human life, have had, and are expected to continue to have, serious adverse impacts on domestic and foreign economies
of uncertain severity and duration. The effectiveness of economic stabilization efforts, including government payments to affected citizens and industries, is
uncertain.
In the United States and in other countries and regions where we have a significant employee presence, facilities or critical operations, the outbreak of COVID-19
has impacted our ability to manage day-to-day operations and service our customers. It has also increased our costs of operations and resulted in, among other
things, loss of revenue. For example, we have implemented corporate and personal travel restrictions for employees and vendors, cancelled events and enabled
work-from-home for many employees by equipping them to safely support customers remotely. We have also implemented additional safety measures for our retail
stores and field operations teams. Additionally, we have been required to temporarily close or reduce operations at some of our retail locations, facilities and
customer call centers. Retail locations inside malls were closed temporarily, but reopened in June 2020 as stay-at-home orders began to ease in Ohio. Retail
locations have remained open since June, but continue to have reduced hours of operation. Due to stay-at-home orders easing in the primary markets in which the
Company operates, day-to-day operations have normalized as of the date of this filing, but the Company may be required to temporarily close or reduce operations
at more of or all of its retail locations, facilities or call centers again if there is a resurgence of COVID-19 in the markets in which the Company operates. We
expect the foregoing effects, and other effects of COVID-19, to continue for an unknown period of time.
Our business has been, and is expected to continue to be, negatively impacted by the effects of, or precautions taken to avoid exposure to, COVID-19, such as
reduced travel or recommendations or mandates from governmental authorities to avoid large gatherings or to self-quarantine, and by the resulting disruptions to
economic conditions and financial markets. Such impacts include, but are not limited to:
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Disruptions to our third-party providers, including those who provide many of our information technology, call center functions, certain accounting
functions and other critical vendor services;
Reduced workforces caused by, among other things, the temporary inability of the workforce to work due to illness, quarantine, or government
mandates, or temporary unwillingness to work due to health concerns;
Reduced customer demand or customer payment of accounts receivables as a result of adverse economic conditions resulting from the COVID-19
pandemic;
Reduced availability of certain network equipment in the supply chain due to increased demand and certain suppliers who have had, or continue to have,
workforce constraints due to the COVID-19 pandemic; and
Reduced revenues as a result of our pledge to not terminate service to certain customers due to their inability to pay bills because of disruptions caused
by COVID-19 and to waive late fees for certain customers as a result of circumstances related to COVID-19.
Potential future impacts include, but are not limited to:
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Increased supply chain risks such as increased scrutiny or embargoing of goods produced in infected areas;
Increased health insurance and labor-related costs arising from illness, quarantine and the implementation of social distancing and work-from-home
measures;
Increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of sensitive personal information or
proprietary or confidential information about us, our customers or other third parties as a result of employees or third-party vendors’ employees working
remotely; and
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Cincinnati Bell Inc.
•
In the event of a natural disaster, power outage, connectivity issue or other event that impacts our employees’ ability to work remotely, it may be
difficult or, in certain cases, impossible, for us to continue to support our customers’ needs and respond to inquiries through call center operations or to
perform necessary repairs and maintenance.
The foregoing impacts, and other impacts of COVID-19 discussed elsewhere in these risk factors, are consistent with those generally affecting the economic,
financial, regulatory and political conditions in the United States and elsewhere in the world, and are generally applicable to the industries and markets in which the
Company and our subsidiaries operate. These impacts could materially increase our costs, negatively impact our consumer and business sales and damage the
Company’s financial condition, results of operations, cash flows and liquidity position, possibly to a significant degree. The severity and duration of any such
impacts cannot be predicted because of the rapidly evolving nature of the COVID-19 pandemic and related factors, including the severity and transmission rate of
the virus, the extent and effectiveness of containment actions, the distribution and effectiveness of vaccines and the impact of these and other factors on our
employees, customers and suppliers.
The Company operates in highly competitive industries, and customers may not continue to purchase products or services, which would result in reduced
revenue and loss of market share.
The telecommunications industry is very competitive, and the Company competes against larger, well-capitalized national providers. Competitors may reduce
pricing, create new bundled offerings, or develop new technologies, products or services that they can offer in expanded geographic regions. Our competitors are
expected to continuously upgrade their service quality and offerings. If the Company cannot continue to offer reliable, competitively priced, value-added services,
or if the Company does not keep pace with technological advances and upgrades, competitive forces could adversely affect it through a loss of market share or a
decrease in revenue and profit margins. The Company has lost access lines and expects to continue to lose them as part of the customer base migrates to
competitors or alternative products of the Company. These competitive factors could limit the Company's ability to grow revenue and cash flows despite the
strategic initiatives implemented.
The Entertainment and Communications segment faces competition from other local exchange carriers, wireless service providers, inter-exchange carriers, cable,
broadband and internet service providers, other telecom companies, niche fiber companies and companies that deliver movies, television shows and other video
programming over broadband Internet connections. Wireless providers, particularly those that provide unlimited wireless voice and data plans with no additional
fees for long distance, offer customers a substitution for the Company’s services. The Company believes wireless substitution accounts for the largest portion of its
access line losses. Also, cable competitors that have existing service relationships with the Company's customers in the Entertainment and Communications
segment offer substitution services, such as VoIP and long distance voice services in the Company's operating areas. As a result of wireless substitution and
increased competition, legacy voice lines decreased by 11% and 10% in Cincinnati and Hawaii, respectively, in 2020 compared to 2019.
In addition, our strategic products, particularly our fiber-based products, face competition from a number of different sources including cable operators, other
telecom companies, niche fiber companies, and companies that deliver movies, television shows and other video programming over broadband Internet
connections. Increasingly, content owners are utilizing Internet-based delivery of content directly to consumers, some without charging a fee for access to the
content. Furthermore, due to consumer electronics innovations, consumers are able to watch such Internet-delivered content on television sets and mobile
devices. Increased customer migration to these non-traditional entertainment products could result in increased churn and decreased penetration in our
Consumer/SMB Fiber products. If the Company is unable to effectively implement strategies to attract and retain video and high-speed internet subscribers, retain
access lines and long distance subscribers, or replace such customers with other sources of revenue, the Company's Entertainment and Communications segment
will be adversely affected.
The IT Services and Hardware segment competes against numerous other information technology consulting, web-hosting, and computer system integration
companies, many of which are large in scope and well-financed. Other competitors may consolidate with larger companies or acquire software application vendors
or technology providers, which may provide competitive advantages. The Company believes that many of the participants in this market must grow rapidly and
achieve significant scale to compete effectively. This consolidation could affect prices and other competitive factors in ways that could impede our ability to
compete successfully in the market. The competitive forces described above could adversely affect the Company’s IT Services and Hardware segment and have a
material adverse impact on the Company’s business, financial condition, results of operations and cash flows.
The Company may be unable to grow its revenues and cash flows despite the initiatives it has implemented.
We must produce adequate revenues and cash flows that, when combined with cash on hand and funds available under our revolving credit facilities, will be
sufficient to service our debt, fund our capital expenditures, fund our pension and other employee benefit obligations and pay preferred dividends pursuant to our
dividend policy. We have identified some potential areas of opportunity and implemented several growth initiatives. We cannot be assured that these opportunities
will be successful or that these initiatives will improve our financial position or our results of operations. The outbreak of COVID-19 has, and may continue to,
negatively impact these opportunities and require us to incur additional related costs such as overtime wages for employees that are working additional hours to
offset employees that are following quarantine protocol, personal protective equipment for field technicians and customer facing employees, and pandemic related
wages for certain employees, particularly if the effects of COVID-19 persist for a significant period of time.
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Cincinnati Bell Inc.
Failure to anticipate the need to introduce new products and services or to compete with new technologies may compromise the Company’s success in the
telecommunications industry.
The Company’s success depends, in part, on being able to anticipate the needs of current and future business, carrier and consumer customers. The Company seeks
to meet these needs through new product introductions, service quality and technological improvements. New products and services are important to the
Company’s success because our industry is technologically driven, such that new technologies can offer alternatives to the Company’s existing services. The
development of new technologies and products could accelerate the Company’s loss of access lines or limit the growth from our strategic products, which would
have a material adverse effect on the Company’s revenue, results of operations, financial condition and cash flows.
The Company’s access lines, which generate a significant portion of its cash flows and profits, are decreasing in number. If the Company continues to
experience access line losses similar to the past several years, its revenues, earnings and cash flows from operations may be adversely impacted.
The Company generates a substantial portion of its revenues by delivering voice and data services over access lines. The Company's local telecommunications
subsidiaries have experienced substantial access line losses over the past several years due to a number of factors, including wireless and broadband substitution
and increased competition. The Company expects access line losses to continue into the foreseeable future. Failure to retain access lines without replacing such
losses with an alternative source of revenue would adversely impact the Company's revenues, earnings and cash flow from operations.
The Company has provided alternative sources of revenue by way of its strategic products; however, these products may generate lower profit margins than its
traditional services. In addition, as a larger portion of our customer base has already migrated to these new product offerings, a decreased growth rate of strategic
products can be expected. Moreover, we cannot provide assurance that the revenues generated from our new offerings will mitigate revenue losses from the
reduced sales of our legacy products or that our new strategic offerings will be as successful as anticipated.
Negotiations with the providers of content for our video programming may not be successful, potentially resulting in our inability to carry certain programming
channels, which could result in the loss of subscribers. In addition, due to the influence of some content providers, we may be forced to pay higher rates for
some content, resulting in increased costs.
We must negotiate with the content owners of the programming that we carry. These content owners are the exclusive provider of the channels they offer. If we
are unable to reach a mutually-agreed upon contract with a content owner, our existing agreements to carry this content may not be renewed, resulting in the
blackout of these channels. The loss of content could result in our loss of customers who place a high value on the particular content that is lost. In addition, many
content providers own multiple channels. As a result, we typically have to negotiate the pricing for multiple channels rather than one, and carry and pay for content
with which customers do not associate much value, in order to have access to other content with which customers do associate value. Some of our competitors
have materially larger scale than we do and may, as a result, be better positioned than we are in such negotiations. As a result of these factors, the expense of
content may continue to increase and have a material adverse impact on the Company’s results of operations and cash flows.
The Company's failure to meet performance standards under its agreements could result in customers terminating their relationships with the Company or
customers being entitled to receive financial compensation, leading to reduced revenues and/or increased costs.
The Company’s agreements with its customers contain various requirements regarding performance and levels of service. If the Company fails to provide the levels
of service or performance required by its agreements, customers may be able to receive financial compensation or may be able to terminate their relationship with
the Company. In order to provide these levels of service, the Company is required to protect against human error, natural disasters, equipment failure, power
failure, sabotage and vandalism, and have disaster recovery plans available in the event of disruption of service. Additionally, in the event that a significant number
of our field technicians are affected by COVID-19, our ability to maintain our network could be reduced or could require significant overtime by unaffected field
technicians. The failure to address these or other events may result in a disruption of service. In addition, any inability to meet service level commitments or other
performance standards could reduce the confidence of customers. Decreased customer confidence could impair the Company’s ability to attract and retain
customers, which could adversely affect the Company’s ability to generate revenues and operating results.
The Company generates a substantial portion of revenue by serving a limited geographic area.
The Company generates a substantial portion of revenue by serving customers in Cincinnati, Ohio, Dayton, Ohio and the islands of Hawaii. An economic
downturn or natural disaster occurring in any of these limited operating territories would have a disproportionate effect on the Company’s 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.
Furthermore, because of Hawaii’s geographic isolation, the successful operation and growth of the business in Hawaii is dependent on favorable economic and
regulatory conditions in the state. The impact of COVID-19 on the Hawaiian Islands has been, and could continue to be, more significant than in other geographies
due to reliance on tourism by many businesses and reductions in tourism due to social distancing measures, self-quarantine requirements for visitors and
recommendations of federal, state and local governments.
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Cincinnati Bell Inc.
The customer base for telecommunications services in Hawaii is small and geographically concentrated. The population of Hawaii is approximately 1.4 million,
approximately 70% of whom live on the island of Oahu. Any adverse economic conditions affecting Oahu (including the outbreak of COVID-19), or Hawaii
generally, could materially impair our ability to operate our business. Labor shortages or increased labor costs in Hawaii could also have an adverse effect on our
business. In addition, we may be subject to increased costs for goods and services that we are unable to control or defray as a result of operating in this limited
territory. Increased expenses including, but not limited to, energy and health care could have an adverse effect on our business and results of operations.
One large customer accounts for a significant portion of the Company’s accounts receivable. The loss or significant reduction in business from this customer
would cause operating results to decline and could negatively impact profitability and cash flows.
As of December 31, 2020 and 2019, Verizon Communications Inc. (“Verizon”) comprised 20% and 25% of consolidated accounts receivable, respectively. As a
result of these concentrations, the Company's results of operations and financial condition could be materially affected if the Company lost this customer or if
products and services purchased were significantly reduced. In addition, if Verizon were to default on its accounts receivable obligations, the Company would be
exposed to potentially significant losses in excess of the provisions established. This would also negatively impact the available borrowing capacity under the
Company's accounts receivable securitization facility ("Receivables Facility").
Maintaining the Company's telecommunications networks requires significant capital expenditures, and the Company's inability or failure to maintain its
telecommunications networks could have a material impact on the Company’s market share and ability to generate revenue.
Over the past several years, the Company has improved its wireline network through increased capital expenditures for fiber optic cable in areas of its operating
network. The Company intends to continue its capital expenditures for fiber optic cable.
In order to provide appropriate levels of service to the Company's customers, the network infrastructure must be protected against damage from human error,
natural disasters, unexpected equipment failure, power loss or telecommunications failures, terrorism, sabotage or other intentional acts of vandalism. The
Company's networks may not address all of the problems that may be encountered in the event of a disaster or other unanticipated problems, which may result in
disruption of service to customers.
The Company may also incur significant additional capital expenditures as a result of unanticipated developments, regulatory changes and other events that impact
the business.
Increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers.
Video streaming services and peer-to-peer file sharing applications use significantly more bandwidth than traditional internet activity such as web browsing and
email. As utilization rates and availability of these services continue to grow, our high-speed internet customers may use much more bandwidth than in the past. If
this continues to occur and our existing network capacity becomes unable to handle the increased demand, we could be required to make significant capital
expenditures to increase network capacity in order to avoid service disruptions or reduced capacity for customers. We may not be able to recover the costs of the
necessary network investments. This could result in an adverse impact to our results of operations and financial condition.
We may be liable for the material that content providers distribute over our networks.
The law relating to the liability of private network operators for information carried on, stored or disseminated through their networks is still unsettled. As such, we
could be exposed to legal claims relating to content disseminated on our networks. Claims could challenge the accuracy of materials on our network or could
involve matters such as defamation, invasion of privacy or copyright infringement. If we need to take costly measures to reduce our exposure to these risks or are
required to defend ourselves against such claims, our financial results would be negatively affected.
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Form 10-K Part I
Cincinnati Bell Inc.
An IT and/or network security breach or cyber-attack may lead to unauthorized use or disabling of our network, theft of customer data or other sensitive data,
unauthorized use or publication of our confidential business information and could have a material adverse effect on our business.
Cyber-attacks or other breaches of network or information technology security may cause equipment failures or disruptions to our operations. Our inability to
operate our wireline networks as a result of such events, even for a limited period of time, may result in significant expenses and/or loss of market share. In
addition, the potential liabilities associated with these events could exceed the insurance coverage we maintain. Cyber-attacks, which include hacking, denial of
service, use of malware, including ransomware and advanced persistent threats (APTs), and other means of unauthorized access or disruption of services, have
increased in frequency, scope and potential harm in recent years. These risks may be further heightened as we expand our cloud-based and managed customer
support businesses and reliance on internet-based services. While, to date, we have not been subject to cyber-attacks or other cyber incidents which, individually or
in the aggregate, have been material to our operations or financial condition, the preventative actions we take to reduce the risk of cyber incidents and protect our
information technology, networks and data may be insufficient to repel a major cyber-attack in the future. Significant security failures could result in the
unauthorized use or disabling of our network elements. The costs associated with a major cyber-attack could include material incentives offered to existing
customers and business partners to retain their business, increased expenditures on cyber security measures, lost revenues from business interruption, litigation,
fines from regulatory authorities and damage to our reputation. If we fail to prevent the theft of valuable information such as customer records and other sensitive
information about the Company, including intellectual property, or if we fail to protect the privacy of customer and employee data against security breaches, it
could result in damage to our reputation, which could adversely impact customer and investor confidence. Any of these occurrences could result in a material
adverse effect on our results of operations and financial condition.
Weather conditions, natural disasters, terrorist acts or acts of war could cause damage to our infrastructure and result in significant disruptions to our
operations.
Our business operations are subject to interruption by natural disasters, power outages, terrorist attacks, other hostile acts and events beyond our control. Such
events could cause significant damage to our infrastructure resulting in degradation or disruption of service to our customers. The potential liabilities associated
with these events could exceed the insurance coverage we maintain. Our system redundancy may be ineffective or inadequate, and our disaster recovery planning
may not be sufficient for all eventualities. These events could also damage the infrastructure of suppliers that provide us with the equipment and services we need
to operate our business and provide products to our customers. A natural disaster or other event causing significant physical damage could cause us to experience
substantial losses resulting in significant recovery time and expenditures to resume operations. In addition, these occurrences could result in lost revenues from
business interruption as well as damage to our reputation.
In particular, from time to time, the islands of Hawaii experience severe weather conditions such as high winds and heavy rainfall and natural disasters such as
earthquakes, volcanic eruptions and tsunami, which can overwhelm our employees, disrupt our services and severely damage our property. Such disruptions in
service and damage to property could materially harm our business, financial condition, results of operations, liquidity and/or market price of our
securities. Moreover, it is impossible to predict the extent to which climate change could cause extreme weather conditions to become more frequent or more
extreme.
The Company depends on a number of third-party providers and the loss of or problems with one or more of these providers may impede the Company’s
growth, cause it to lose customers or materially and adversely impact its business, financial condition, and results of operations.
The Company depends on third-party providers to supply products and services. For example, many of the Company’s information technology, call center
functions and certain accounting functions are performed by third-party providers, some of which are located outside of the United States, and network equipment
is purchased from and maintained by vendors. Additionally, certain installation services sold by our IT Services and Hardware segment are performed by third-
party providers.
Governments, public institutions and other organizations in countries and regions where cases of COVID-19 have been detected have taken certain emergency
measures to combat its spread and impact, including implementation of travel bans, suspension of public transportation and closures of factories, schools, public
buildings, businesses and other institutions. As a result of such measures, our third-party off-shore call center was forced to reduce its hours of operation for several
weeks, resulting in longer than normal hold times during that period. The call centers that support the Cincinnati market returned to normal hours of operation on
April 28, 2020. The loss of, or further problems with, one or more of these third-party providers may result in an adverse effect on our ability to provide products
and services to our customers. While the full impact of the COVID-19 outbreak is not yet known, potential effects on our business include disruptions to or
restrictions on our third-party providers, suppliers and other vendors in our supply chain, including limitations on the ability of their employees to travel and
temporary closures or reductions in the hours of their facilities or customer call centers.
As a result of the COVID-19 pandemic and its effects on our suppliers around the world, we may experience shortages, price increases or delays to the delivery of
materials. We could be materially adversely impacted, including from any disruption to critical vendor services or losses of business, if any of our suppliers face
significant business disruptions as a result of COVID-19 or any similar outbreak.
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Cincinnati Bell Inc.
Moreover, certain policies and statements by President Trump and senior government officials have given rise to uncertainty about the status of certain
international trade agreements to which the United States is a party and the position of the United States with respect to international trade generally. The U.S.
government has recently increased tariffs and imposed new tariffs on a wide range of products imported from China. It remains unclear what additional actions, if
any, the current U.S. administration will take with respect to existing trade relationships. Additional trade restrictions, including tariffs, quotas, embargoes,
safeguards and customs restrictions, could increase the cost or reduce the supply of products available to us and to our suppliers based in the United States and may
require us to modify our supply chain organization or other current business practices, any of which could harm our business, financial condition, and results of
operations.
Cyber-attacks or security breaches at third parties providing critical services or with access to or possession of sensitive data could also adversely impact business
operations or result in regulatory actions, loss of customers, legal fees or increased costs, associated with incident response beyond current insurance limits. Cyber-
attacks of technology that is used in the organizations supply-chain to provide network and IT services or that are resold to customers could also have the same
adverse impacts.
A failure of back-office information technology systems could adversely affect the Company’s results of operations and financial condition.
The efficient operation of the Company’s business depends on back-office information technology systems. The Company relies on back-office information
technology systems to effectively manage customer billing, business data, communications, supply chain, order entry and fulfillment and other business
processes. A failure of the Company’s information technology systems to perform as anticipated could disrupt the Company’s business and result in a failure to
collect accounts receivable, transaction errors, processing inefficiencies, and the loss of sales and customers, causing the Company’s reputation and results of
operations to suffer. In addition, information technology systems may be vulnerable to damage or interruption from circumstances beyond the Company’s control,
including fire, natural disasters, systems failures, security breaches and viruses. Any such damage or interruption could have a material adverse effect on the
Company’s business.
If the Company fails to extend or renegotiate its collective bargaining agreements with its labor unions when they expire, or if the Company’s unionized
employees were to engage in a strike or other work stoppage, the Company’s business and operating results could be materially harmed.
The Company is a party to collective bargaining agreements with its labor unions in both the Cincinnati and Hawaii operating territories, which represents
approximately 25% of the Company’s employees. No assurance can be given that the Company will be able to successfully extend or renegotiate its collective
bargaining agreements in the future. If the Company fails to extend or renegotiate its collective bargaining agreements, if disputes with its union arise, or if its
unionized workers engage in a strike or a work stoppage, the Company could experience a significant disruption of operations or incur higher ongoing labor costs,
either of which could have a material adverse effect on the business.
Risks Related to Our Indebtedness
The Company’s debt could limit its ability to fund operations, raise additional capital, and fulfill its obligations, which, in turn, would have a material adverse
effect on the Company’s businesses and prospects generally.
As of December 31, 2020, the Company and our subsidiaries had outstanding indebtedness of $1,971.7 million, on which it incurred $134.2 million of interest
expense in 2020 and had a total shareowners’ deficit of $191.1 million. In October 2017, the Company entered into a new Credit Agreement. The Credit Agreement
provides for (i) a five-year $200 million senior secured revolving credit facility including both a letter of credit subfacility of up to $30 million and a swingline loan
subfacility of up to $25 million (the "Revolving Credit Facility") and (ii) a seven-year $600 million senior secured term loan facility (the "Tranche B Term Loan
due 2024"). At December 31, 2020, the Company and our subsidiaries had $4.1 million of borrowing availability under the Receivables Facility and had the ability
to borrow up to an additional $133.0 million under the Revolving Credit Facility, subject to compliance with certain conditions.
The Company’s debt has important consequences, including the following:
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the Company is required to use a substantial portion of its cash flow from operations to pay principal and interest on our debt, thereby reducing the
availability of cash flow to fund working capital, capital expenditures, strategic acquisitions, investments and alliances, and other general corporate
requirements;
there is a variable interest rate on a portion of its debt which will increase if the market interest rates increase;
the Company’s debt increases its vulnerability to adverse changes in the credit markets, which adverse changes could increase the Company's borrowing
costs and limit the availability of financing;
the Company’s debt service obligations limit its flexibility to plan for or react to changes in its business and the industries in which it operates;
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Cincinnati Bell Inc.
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the Company’s level of debt and shareowners’ deficit may restrict it from raising additional financing on satisfactory terms to fund working capital,
capital expenditures, strategic acquisitions, investments and alliances, and other general corporate requirements; and
the Company’s debt instruments contain limitations on the Company and require the Company to comply with specified financial ratios and other
restrictive covenants. Failure to comply with these covenants, if not cured or waived, could limit availability to the cash required to fund the Company's
operations and general obligations and could result in the Company’s dissolution, bankruptcy, liquidation or reorganization.
In addition, certain of the Company’s variable rate debt, including debt under the Revolving Credit Facility and the Receivables Facility, uses LIBOR as one of the
benchmarks for establishing the rate of interest and may be hedged with LIBOR-based interest rate derivatives. LIBOR is the subject of recent regulatory guidance
and proposals for reform. On November 30, 2020, ICE Benchmark Administration (“IBA”), the administrator of LIBOR, with the support of the United States
Federal Reserve and the United Kingdom’s Financial Conduct Authority, announced plans to consult on ceasing publication of U.S. Dollar LIBOR on December
31, 2021 for only the one week and two month U.S. Dollar LIBOR tenors, and on June 30, 2023 for all other U.S. Dollar LIBOR tenors. While this announcement
extends the transition period to June 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop new U.S. Dollar LIBOR
issuances by the end of 2021. These reforms may cause LIBOR to cease to be used entirely, to be replaced with a new benchmark or to perform differently than in
the past. The consequences of these developments cannot be entirely predicted but could include an increase in the cost of the Company’s variable rate
indebtedness.
The Company’s creditors and preferred stockholders have claims that are superior to claims of the holders of the Company's common stock. Accordingly, in the
event of the Company’s dissolution, bankruptcy, liquidation, or reorganization, payment is first made on the claims of creditors of the Company and our
subsidiaries, then preferred stockholders, and finally, if amounts are available, to holders of the Company's common stock.
The Company’s credit agreement, the indenture governing the Company's notes due 2024, the indenture governing the Company's notes due 2025 and other
indebtedness impose significant restrictions on the Company.
The Company’s debt instruments impose, and the terms of any future debt may impose, operating and other restrictions on the Company. These restrictions affect,
and in many respects limit or prohibit, among other things, the Company’s ability to:
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incur additional indebtedness;
create liens;
make investments;
enter into transactions with affiliates;
sell assets;
guarantee indebtedness;
declare or pay dividends or make other distributions to shareholders;
repurchase equity interests;
enter into agreements that restrict dividends or other payments from subsidiaries;
issue or sell capital stock of certain of our subsidiaries;
consolidate, merge, or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis; and
change our fiscal year.
The agreements governing the Credit Agreement also require the Company to achieve and maintain compliance with specified financial ratios.
The restrictions contained in the terms of the Credit Agreement and our other debt instruments could:
•
•
limit the Company’s ability to plan for or react to market conditions or meet capital needs or otherwise restrict the Company’s activities or business
plans; and
adversely affect the Company’s ability to finance our operations, strategic acquisitions, investments or alliances, other capital needs, or to engage in
other business activities that would be in our interest.
16
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Form 10-K Part I
Cincinnati Bell Inc.
A breach of any of the debt's restrictive covenants or the Company’s inability to comply with the required financial ratios would result in a default under some or
all of the debt agreements. During the occurrence and continuance of a default, lenders may elect to declare all outstanding borrowings, together with accrued
interest and other fees, to be immediately due and payable. Additionally, under the Credit Agreement, the lenders may elect not to provide loans under the
Revolving Credit Facility until such default is cured or waived. The Company’s debt instruments also contain cross-acceleration provisions, which generally cause
each instrument to be subject to early repayment of outstanding principal and related interest upon a qualifying acceleration of any other debt instrument. Failure to
comply with these covenants, if not cured or waived, would limit the cash available to the Company required to fund operations and our general obligations and
could result in the Company’s dissolution, bankruptcy, liquidation or reorganization.
The Company depends on its revolving credit facility and receivables facility to provide for its short-term financing requirements in excess of amounts
generated by operations, and the availability of those funds may be reduced or limited.
The Company depends on the Revolving Credit Facility and its Receivables Facility to provide for short-term financing requirements in excess of amounts
generated by operations. The Revolving Credit Facility has a maturity date of October 2022. The Receivables Facility has a termination date of May 2023 and is
subject to renewal every 364 days, with the next renewal occurring in May 2021.
The Company's ability to borrow under its Revolving Credit Facility is subject to the Company's compliance with covenants, including covenants requiring
compliance with specified financial ratios. Failure to satisfy these covenants would constrain or prohibit our ability to borrow under these facilities.
As of December 31, 2020, the Company had $67.0 million of outstanding borrowings under the Revolving Credit Facility, leaving $133.0 million in additional
borrowing availability under this facility. The $200.0 million available under the Revolving Credit Facility is funded by various financial institutions. If one or
more of these banks is not able to fulfill its funding obligations, the Company’s financial condition could be adversely affected.
As of December 31, 2020, the Company had a total borrowing capacity of $200.0 million on a maximum borrowing capacity of $200.0 million on our Receivables
Facility. At that date, there were $182.0 million of outstanding borrowings and $13.9 million of outstanding letters of credit. The available borrowing capacity is
calculated monthly based on the amount and quality of outstanding accounts receivable and thus may be lower than the maximum borrowing limit. If the quality of
the Company’s accounts receivables deteriorates, this will negatively impact the available capacity under this facility. As of December 31, 2020, the Company had
$4.1 million of borrowing capacity remaining under its Receivables Facility.
The servicing of the Company’s indebtedness is dependent on its ability to generate cash, which could be impacted by many factors beyond the Company’s
control.
The Company’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors, including the effects of the
COVID-19 outbreak, many of which are beyond its control. The Company cannot provide assurance that its business will generate sufficient cash flow from
operations that additional sources of debt financing will be available or that future borrowings will be available under its Revolving Credit Facility or Receivables
Facility, in each case, in amounts sufficient to enable the Company to service its indebtedness or to fund other liquidity needs. If the Company cannot service its
indebtedness, the Company will have to take actions such as reducing or delaying capital expenditures, strategic acquisitions, investments and alliances, selling
assets, restructuring or refinancing indebtedness or seeking additional equity capital, which may adversely affect its shareholders, debt holders and customers. The
Company may not be able to negotiate remedies on commercially reasonable terms or at all. In addition, the terms of existing or future debt instruments may
restrict the Company from adopting any of these alternatives. The Company’s inability to generate the necessary cash flows could result in its dissolution,
bankruptcy, liquidation or reorganization.
The Company depends on the receipt of dividends or other intercompany transfers from its subsidiaries and investments.
Virtually all of the Company's operations are conducted through our subsidiaries and most of the Company's debt is held at the parent company. Certain of the
Company's material subsidiaries are subject to regulatory authority which may potentially limit the ability of such subsidiaries to distribute funds or assets. If any
of the Company's subsidiaries were to be prohibited from paying dividends or making distributions, the Company may not be able to make the scheduled interest
and principal repayments on our debt. This failure would have a material adverse effect on the Company's liquidity and the trading price of the Company's
common stock, preferred stock, and debt instruments, which could result in its dissolution, bankruptcy, liquidation or reorganization.
17
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Form 10-K Part I
Risks Related to Our Financial Condition
Cincinnati Bell Inc.
The uncertain economic environment, including uncertainty in the U.S. and world securities markets, could impact the Company's business and financial
condition.
The uncertain economic environment could have an adverse effect on the Company’s business and financial liquidity. The COVID-19 pandemic has resulted in an
economic downturn, including increased unemployment and a decrease in consumer and commercial activity that may continue for an extended period of time. The
Company’s primary source of cash is customer collections. As a result of current adverse economic conditions and uncertainty relating to the COVID-19 pandemic,
some customers have cancelled or requested discounts on future contracted services or have had difficulty paying their accounts receivable. Additional customers
may cancel or request discounts on future contracted services or have difficulty paying their accounts receivable, especially if economic conditions worsen. In
response to the negative economic impacts of the COVID-19 pandemic, the Company has pledged to not terminate service to any residential or small business
customers because of their inability to pay their bills due to the disruptions caused by COVID-19 and to waive any late fees that any residential or small business
customers would incur because of economic circumstances related to COVID-19 through June 30, 2020. This pledge has resulted and could continue to result in
lower revenues, and has resulted, and could continue to result, in increases in the allowance for doubtful accounts due to future collection risk, which has negatively
affected our results of operations and could continue to negatively affect our results of operations in the future. Furthermore, the sales cycle has been lengthened,
and could be further lengthened, due to business customers slowing spending and/or delaying decision-making on the Company’s products and services, which has
adversely affected, and could further adversely affect, revenues. Some competitors have lowered prices or offered promotions as a result of economic conditions,
and others may do so as well, which has exerted, and could further exert, pricing pressure on the Company. If the economies of the U.S. and the world continue to
deteriorate, this could have an adverse effect on the Company’s business, financial condition, results of operations and cash flows.
Adverse changes in the value of assets or obligations associated with the Company’s employee benefit plans could negatively impact shareowners’ deficit and
liquidity.
The Company sponsors noncontributory defined benefit pension plans for eligible management employees, non-management employees and certain former
executives. The Company also provides healthcare and group life insurance benefits for eligible retirees. The Company’s Consolidated Balance Sheets indirectly
reflect the value of all plan assets and benefit obligations under these plans. The accounting for employee benefit plans is complex as is the process of calculating
the benefit obligations under the plans. Adverse changes in interest rates or market conditions, among other assumptions and factors, could cause a significant
increase in the Company’s benefit obligations or a significant decrease of the asset values, without necessarily impacting the Company’s net income. In addition,
the Company’s benefit obligations could increase significantly if it needs to unfavorably revise the assumptions used to calculate the obligations. These adverse
changes could have a significant negative impact on the Company’s shareowners’ deficit. Additionally, the Company’s postretirement costs are adversely affected
by increases in medical and prescription drug costs. Further, if there are adverse changes to plan assets or if medical and prescription drug costs increase
significantly, the Company could be required to contribute additional material amounts of cash to the plans or to accelerate the timing of required payments.
The trading price of the Company's common stock may be volatile, and the value of an investment in the Company's common stock may decline.
The market price of the Company’s common stock has been volatile and could be subject to wide fluctuations in response to, among other things, the risk factors
described in this report and other factors beyond the Company’s control, such as volatility in equity markets and fluctuations in the valuation of companies
perceived by investors to be comparable to the Company. The Company’s recent stock price reflects the assumption that the MIP Merger, as defined below, will be
completed or a new offer will proceed to an agreement and an acquisition will be completed.
Equity markets have experienced price and volume fluctuations that have affected the Company’s stock price and the market prices of equity securities of many
other companies. These market and industry fluctuations, as well as general economic, political, and market conditions, may negatively affect the market price of
the Company’s stock.
The COVID-19 outbreak has also caused severe disruption in financial and equity markets in the United States and abroad. Uncertainty around the duration of
business disruptions and the extent of the spread of the virus could continue to adversely impact the national or global economy and may negatively affect the
market price of the Company’s stock.
Companies that have experienced volatility in the market price of common shares have periodically been subject to securities class action litigation. The Company
may be the target of this type of litigation in the future. Securities litigation could result in substantial costs and/or damages and divert management’s attention from
other business concerns.
18
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Form 10-K Part I
Cincinnati Bell Inc.
There are material uncertainties and risks associated with the MIP merger agreement and Transaction.
Risks Related to the Merger with Macquarie Infrastructure Partners
On March 13, 2020, the Company entered into an Agreement and Plan of Merger (the “MIP Merger Agreement”) pursuant to which the Company will be acquired
by an affiliate of Macquarie Infrastructure Partners V (“MIP”), a fund managed by Macquarie Infrastructure and Real Assets (the “MIP Merger”). Below are
material uncertainties and risks associated with the MIP Merger Agreement and the proposed MIP Merger. If any of the risks develop into actual events, then the
Company’s business, financial condition, results and ongoing operations, share price or prospects could be adversely affected.
•
•
•
•
•
•
•
•
The announcement or pendency of the MIP Merger may impede the Company’s ability to retain and hire key personnel (including senior management
team and key sales associates) and its ability to maintain relationships with its customers, suppliers and others with whom we do business or our
operating results and business generally;
The attention of the Company’s employees and management may be diverted due to activities related to the MIP Merger, which may affect the
Company’s business operations;
Matters relating to the transactions may require substantial commitments of time and resources by the Company’s management, which could harm the
Company’s relationships with its employees, customers, distributors, suppliers or other business partners, and may result in a loss of or a substantial
decrease in purchases by its customers;
The MIP Merger Agreement restricts the Company from engaging in certain actions without the approval of MIP, which could prevent the Company
from pursuing certain business opportunities outside the ordinary course of business that arise prior to the closing of the MIP Merger;
The MIP Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company;
The Company’s directors and executive officers have financial interests in the MIP Merger that may be different from, or in addition to, the interests of
the Company’s shareholders generally, which could have influenced their decisions to support or approve the MIP Merger;
Shareholder litigation in connection with the transactions contemplated by the MIP Merger Agreement may result in significant costs of defense,
indemnification and liability; and
The MIP Merger may materially limit the Company’s ability to utilize existing deferred tax assets related to federal and state net operating losses.
The Transaction may not be completed in a timely manner or at all.
Completion of the MIP Merger is subject to customary closing conditions, including (1) the absence of an order, injunction or law prohibiting the MIP Merger, (2)
the expiration or early termination of the waiting period (including any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, (3) approval of the MIP Merger by the Committee on Foreign Investment in the United States under Section 721 of the Defense Production Act of 1950,
as amended, and (4) certain FCC consents and state regulatory consents required in connection with the MIP Merger, including consent by the Committee, shall
have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any person to petition for agency reconsideration or judicial
review shall have expired.
At this time, it is not possible for the Company to predict the outcome of ongoing regulatory reviews at the federal and state levels, including whether regulatory
entities may condition approval of the MIP Merger on any specific mitigation arrangement or other conditions. Any such mitigation arrangement or condition may
result in additional compliance obligations that may affect the Company’s expenses and business operations in the future. In addition, the MIP Merger Agreement
may require the Company and MIP to comply with conditions imposed by regulatory entities, and neither company is required to take any action with respect to
obtaining any regulatory approval that, individually or in the aggregate, would be reasonably likely to have a material adverse effect on MIP and its affiliates (taken
as a whole) or the Company and our subsidiaries (taken as a whole). There can be no assurance that regulators will not impose conditions, terms, obligations or
restrictions and that such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the MIP Merger. There can be no assurance
that all of these required approvals and clearances will be obtained or will be obtained on a timely basis. The COVID-19 outbreak may also result in delays to the
receipt of certain regulatory approvals required to consummate the MIP Merger.
19
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Form 10-K Part I
Cincinnati Bell Inc.
The obligation of each of the Company and MIP to consummate the MIP Merger is also conditioned on, subject to certain materiality and other qualifiers, the
accuracy of the representations and warranties of the other party and the performance in all material respects by the other party of its obligations under the MIP
Merger Agreement. Competing offers or acquisition proposals for the Company may be made, resulting in delay of the MIP Merger or termination of the MIP
Merger Agreement. Lawsuits have been and may be filed against the Company relating to the MIP Merger and an adverse ruling in any such lawsuit may prevent
the MIP Merger from being completed in the time frame expected or at all. While the MIP Merger Agreement is not subject to any financing condition, if MIP fails
to obtain debt financing, the MIP Merger is unlikely to be consummated. Each of the Company and MIP has the right to terminate the MIP Merger Agreement
under certain circumstances, as described in the MIP Merger Agreement.
Failure to complete the Transaction could negatively impact the Company’s business, financial results and stock price.
If the MIP Merger is delayed or not completed, the Company’s ongoing businesses may be adversely affected and will be subject to several risks and consequences,
including the following:
•
•
•
•
decline in share price to the extent that the current price of Company common shares reflects an assumption that the MIP Merger will be completed;
negative publicity and a negative impression of the Company in the investment community;
loss of business opportunities and the ability to effectively respond to competitive pressures; and
the Company may be required, under certain circumstances, to pay MIP a termination fee and additional expenses.
The Company has incurred, and will incur, substantial direct and indirect costs as a result of the Transaction.
The Company has incurred, and will continue to incur, significant costs, expenses and fees for professional advisors, printing and other transaction costs in
connection with the MIP Merger, and some of these fees and costs are payable by the Company regardless of whether the MIP Merger is consummated.
The Company’s future cash flows could be adversely affected if it is unable to fully realize its deferred tax assets.
Intellectual Property, Tax, Regulatory, and Litigation Risks
As of December 31, 2020, the Company had deferred tax assets of $331.1 million, which are primarily composed of deferred tax assets associated with U.S. federal
net operating loss carryforwards of $197.5 million, and state and local net operating loss carryforwards of $42.4 million. The Company has recorded a valuation
allowance against deferred tax assets related to certain state and local net operating losses and other deferred tax assets due to the uncertainty of the Company’s
ability to utilize the assets within the statutory expiration period. The use of the Company’s deferred tax assets enables it to satisfy current and significant future
tax liabilities without the use of the Company’s cash resources. If the Company is unable for any reason to generate sufficient taxable income to fully realize its
deferred tax assets, or if the use of its net operating loss carryforwards is limited by Internal Revenue Code Section 382 or similar state statutes, the Company’s net
income, shareowners’ deficit and future cash flows would be adversely affected.
Changes in tax laws and regulations, and actions by federal, state and local taxing authorities related to the interpretation and application of such tax laws and
regulations, could have a negative impact on the Company's financial results and cash flows.
The Company calculates, collects and remits various federal, state, and local taxes, surcharges, and regulatory fees to numerous federal, state and local
governmental authorities, including but not limited to federal Universal Service Fund contributions, sales tax, regulatory fees and use tax on purchases of goods and
services used in our business. Tax laws are subject to change, and new interpretations of how various statutes and regulations should be adhered to are frequently
issued. In many cases, the application of tax laws are uncertain and subject to differing interpretations, especially when evaluated against the Company’s new and
evolving technologies and services. In the event that we have incorrectly calculated, assessed, or remitted amounts due to governmental authorities, or if revenue
and taxing authorities disagree with positions we have taken, we could be subject to additional taxes, fines, penalties, or other adverse actions. In the event that
federal, state, or local municipalities were to significantly increase taxes on goods and services used to construct and maintain our network, operations, or provision
of services, or seek to impose new taxes, there could be a material adverse impact on financial results.
20
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Form 10-K Part I
Cincinnati Bell Inc.
The regulation of the Company’s businesses by federal and state authorities may, among other things, place the Company at a competitive disadvantage,
restrict our ability to price our products and services competitively, and threaten our operating licenses.
Several of the Company’s subsidiaries are subject to regulatory oversight of varying degrees at both the state and federal levels, which may differ from the
regulatory scrutiny faced by the Company’s competitors. A significant portion of the Company’s revenue is derived from pricing plans that are subject to
regulatory review and approval. These regulated pricing plans limit the rates the Company can charge for some services while the competition has typically been
able to set rates for services with limited or no restriction. In the future, regulatory initiatives that would put the Company at a competitive disadvantage or mandate
lower rates for our services would result in lower profitability and cash flows for the Company. In addition, different regulatory interpretations of existing
regulations or guidelines may affect the Company’s revenues and expenses in future periods.
At the federal level, the Company’s telecommunications services are subject to the Communications Act of 1934 as amended by the Telecommunications Act of
1996, including rules adopted by the Federal Communications Commission (“FCC”). In addition, the Company’s submarine cable facilities and operations are also
subject to requirements imposed by the national security and law enforcement agencies (e.g., the Departments of Justice, Defense and Homeland Security). At the
state level, Cincinnati Bell Telephone Company LLC (“CBT”) operates as the incumbent local exchange carrier (“ILEC”) and carrier of last resort in portions of
Ohio, Kentucky, and Indiana, while Hawaiian Telcom, Inc. (“HTI”) serves as the ILEC and carrier of last resort in Hawaii. As the ILEC in those states, these
entities are subject to regulation by the Public Utilities Commissions in those states. Various regulatory decisions or initiatives at the federal or state level may from
time to time have a negative impact on CBT’s and HTI’s ability to compete in their respective markets. In addition, although less heavily regulated than the
Company’s ILEC operations, other subsidiaries are authorized to provide competitive local exchange service, long distance, and cable television service in various
states, and consequently are also subject to various state and federal telecommunications and cable regulations that could adversely impact their operations.
There are currently many regulatory actions under way and being contemplated by federal and state authorities regarding issues, including national security and law
enforcement matters that could result in significant changes to the business conditions in the telecommunications industry. On April 4, 2020, President Trump
issued Executive Order No. 13913 Establishing the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services
Sector (the “Committee”), which formalized the ad-hoc foreign investment review process (formerly referred to as “Team Telecom”) applicable to FCC licenses
and transactions. The Executive Order empowers the Committee to review FCC license and transfer applications involving foreign participation to determine
whether grant of the requested license or transfer approval may pose a risk to the national security or law enforcement interests of the United States, and to review
existing licenses to identify any additional or new risks to national security or law enforcement interests that did not exist when a license was first granted.
Following an investigation, the Committee may recommend that the FCC revoke or modify existing licenses or deny or condition approval of new licenses and
license transfers. It is not possible for the Company to determine whether it may be subject to a proceeding to revoke or modify our existing licenses or predict the
outcome of a review of new license or transfer applications by the Committee in the future. A review of existing licenses and/or a review of new licenses and
transfers by the Committee may result in additional compliance obligations that may affect the Company’s expenses and business operations in the future.
In addition, in connection with our internet access offerings, we could become subject to laws and regulations as they are adopted or applied to the internet. There
is currently only limited regulation applicable to these services although court decisions, legislative action and/or changes in regulatory policy could lead to greater
regulation of the internet (including internet access services). The Company cannot provide any assurances that changes in current or future regulations adopted by
the FCC or state regulators, or other legislative, administrative, or judicial initiatives relating to the telecommunications industry, will not have an adverse effect on
the Company’s business, financial condition, results of operations and cash flows.
From time to time, different regulatory agencies conduct audits to ensure that the Company is in compliance with the respective regulations. The Company could
be subject to fines and penalties if found to be out of compliance with these regulations, and these fines and penalties could be material to the Company’s financial
condition.
Third parties may claim that the Company is infringing upon their intellectual property, and the Company could suffer significant litigation or licensing
expenses or be prevented from selling products.
The Company may be unaware of intellectual property rights of others that may cover some of our technology, products or services. Any litigation growing out of
third-party patents or other intellectual property claims could be costly and time-consuming and would divert the Company’s management and key personnel from
our business operations. The complexity of the technology involved and the uncertainty of intellectual property litigation increases these risks. Resolution of
claims of intellectual property infringement might also require the Company to enter into costly license agreements. Likewise, the Company may not be able to
obtain license agreements on acceptable terms. The Company also may be subject to significant damages or injunctions against the development and sale of certain
of our products or services. Further, the Company often relies on licenses of third-party intellectual property for its businesses. The Company cannot ensure these
licenses will be available in the future on favorable terms or at all.
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Form 10-K Part I
Cincinnati Bell Inc.
Third parties may infringe upon the Company’s intellectual property, and the Company may expend significant resources enforcing its rights or suffer
competitive injury.
The Company’s success significantly depends on the competitive advantage it gains from our proprietary technology and other valuable intellectual property
assets. The Company relies on a combination of patents, copyrights, trademarks and trade secrets protections, confidentiality provisions and licensing
arrangements to establish and protect its intellectual property rights. If the Company fails to successfully enforce its intellectual property rights, its competitive
position could suffer, which could harm its operating results.
The Company may also be required to spend significant resources to monitor and police its intellectual property rights. The Company may not be able to detect
third-party infringements and its competitive position may be harmed before the Company does so. In addition, competitors may design around the Company’s
technology or develop competing technologies. Furthermore, some intellectual property rights are licensed to other companies, allowing them to compete with the
Company using that intellectual property.
The Company could be subject to a significant amount of litigation, which could require the Company to pay significant damages or settlements.
The industry that the Company operates in faces a substantial risk of litigation, including, from time to time, patent infringement lawsuits, antitrust class actions,
securities class actions, wage and hour class actions, personal injury claims and lawsuits relating to our advertising, sales, billing and collection processes.
Additionally, while preventative measures such as social distancing, frequent hand washing and wearing personal protective equipment including masks and gloves
are being taken by our field technicians, the risk of inadvertent transmission of COVID-19 through human interaction could still occur and result in litigation in
states in which we operate, with the exception of Ohio. We may incur significant expenses in defending these lawsuits. In addition, we may be required to pay
significant awards and settlements.
The Ohio legislature passed House Bill 606, which became effective December 16, 2020, providing for Qualified Civil Immunity due to COVID-19 from March 9,
2020, through September 30, 2021. The bill significantly limits legal exposure to Ohio businesses, which, absent a showing of reckless, intentional, or willful or
wanton misconduct, would not be liable to customers, employees, or others for actions or omissions resulting in the exposure to, or transmission or contraction of,
COVID-19. The bill also flatly bars class actions based in whole or in part on allegations that a health care provider, business, government entity, or person caused
exposure to, or the transmission or contraction of COVID-19.
The Company could incur significant costs resulting from complying with, or potential violations of, environmental, health and human safety laws.
The Company’s operations are subject to laws and regulations relating to the protection of the environment, health, and human safety, including those governing
the management and disposal of, and exposure to, hazardous materials and the clean-up of contamination, and the emission of radio frequencies. While the
Company believes its operations are in substantial compliance with environmental, health, and human safety laws and regulations, as an owner or operator of
property and in connection with the current and historical use of hazardous materials and other operations at its sites, the Company could incur significant costs
resulting from complying with or violations of such laws, the imposition of clean-up obligations and third-party suits. For instance, a number of the Company’s
sites formerly contained underground storage tanks for the storage of used oil and fuel for back-up generators and vehicles.
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Form 10-K Part I
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Cincinnati Bell Inc.
As of December 31, 2020, the Company owned or maintained properties throughout the U.S., Canada and India. Our headquarters is located in Cincinnati, Ohio
where we lease approximately 240,000 square feet for executive, administrative and business offices for the Company. In addition to the space in Cincinnati, we
own a building with approximately 465,000 square feet of office space in Honolulu, Hawaii for the Hawaiian Telcom operations. We lease office space in multiple
locations in Canada and India for operations to support our IT Services and Hardware segment.
Our properties include copper and fiber warehouses and associated equipment in each of our local operating markets. Each of the Company’s subsidiaries maintains
some investment in furniture and office equipment, computer equipment and associated operating system software, application system software, leasehold
improvements and other assets.
With regard to its Cincinnati Entertainment and Communications operations, the Company owns substantially all of the central office switching stations and the
land upon which they are situated. Some business and administrative offices are located in leased facilities, which are recorded as operating leases. The Company’s
network assets include a fiber network warehouse, internet protocol and circuit switches and integrated access terminal equipment. In addition, as of year-end, we
lease eight Company-run retail locations.
With regard to its Hawaii Entertainment and Communications operations, the Company has properties consisting of both owned and leased properties, including
our administrative facilities and facilities for call centers, customer service sites for the television business, switching equipment, fiber optic networks, cable
head‑end equipment, coaxial distribution networks, routers and servers used in our telecommunications business. Leased properties are recorded as operating
leases.
With regard to the IT Services and Hardware operations, the majority of business and administrative offices are located in leased facilities, which are recorded as
either finance or operating leases depending on respective terms.
For additional information about the Company’s properties, see Note 6 to the consolidated financial statements.
Item 3. Legal Proceedings
The Company is subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations in the normal course of business.
We believe that the liabilities accrued for legal contingencies in our consolidated financial statements, as prescribed by generally accepted accounting principles
("GAAP"), are adequate in light of those contingencies that are probable and able to be estimated. However, there can be no assurances that the actual amounts
required to satisfy alleged liabilities from various legal proceedings, claims, tax examinations, and other matters, and to comply with applicable laws and
regulations, will not exceed the amounts reflected in our consolidated financial statements. As such, costs, if any, that may be incurred in excess of those amounts
provided as of December 31, 2020, cannot be reasonably determined.
Based on information currently available, consultation with counsel, available insurance coverage and established reserves, management believes the eventual
outcome of all outstanding claims will not, individually or in the aggregate, have a material effect on the Company's financial position, results of operations or cash
flows.
Item 4. Mine Safety Disclosures
Not applicable.
23
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Form 10-K Part II
PART II
Cincinnati Bell Inc.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market Information
The Company’s common shares (symbol: CBB) are listed on the New York Stock Exchange.
(b) Holders
As of January 31, 2021, the Company had 4,635 holders of record of the 50,908,586 common shares outstanding and 155,250 shares outstanding of the 6 3/4%
Cumulative Convertible Preferred Stock.
(c) Dividends
In both 2020 and 2019, the Company paid $10.4 million of dividends on its 6 3/4% Cumulative Convertible Preferred Stock. In 2020 and 2019, the Company did
not pay any dividends on its common stock and does not intend to pay any common stock dividends in 2021.
(d) Stock Performance
The following graph compares Cincinnati Bell Inc.'s cumulative five-year total shareholder return on common stock with the cumulative total returns of the S&P
500 index and the S&P Integrated Telecommunication Services index. The graph tracks the performance of a $100 investment in our common stock and in each
index (with the reinvestment of all dividends) from December 31, 2015 to December 31, 2020.
Cincinnati Bell Inc.
S&P 500
S&P Integrated Telecommunication Services
Dec-15
Dec-16
Dec-17
Dec-18
Dec-19
Dec-20
$
$
$
100 $
100 $
100 $
124 $
112 $
124 $
116 $
136 $
124 $
43 $
130 $
115 $
58 $
171 $
148 $
85
203
131
Copyright © 2021 Standard & Poor's, a division of S&P Global. All rights reserved.
24
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Form 10-K Part II
(e) Issuer Purchases of Equity Securities
Cincinnati Bell Inc.
The following table provides information regarding the Company’s purchases of its common stock during the quarter ended December 31, 2020:
Period
10/1/2020 - 12/31/2020
Total Number of
Shares (or Units)
Purchased
Average Price Paid
per Share (or Unit)
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs *
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
Publicly Announced
Plans or Programs
(in millions)*
— $
—
— $
124.4
*
In February 2010, the Board of Directors approved an additional plan for the repurchase of the Company’s outstanding common stock in an amount up to
$150.0 million. This repurchase plan does not have a stated maturity.
Item 6. Selected Financial Data
ASU 2016-09, Compensation - Stock Compensation, was adopted effective January 1, 2017. As a result, cash flows related to excess tax benefits were reclassed
from "Cash flows from operating activities" to "Cash flows from financing activities." All periods presented in the following table have been recast to present the
impact of ASU 2016-09.
ASU 2014-09, Revenue from Contracts with Customers, was adopted effective January 1, 2018. As a result, there was a change to the treatment of hardware
revenue in the Infrastructure Solutions category from recording hardware revenue as a principal (gross) to recording revenue as an agent (net), and as such
recorded hardware sales net of the related cost of products. Additionally, contract assets related to fulfillment costs and costs of acquisition were recorded to
"Other noncurrent assets." The periods ending in 2017 and 2016 have been recast to present the impact of ASU 2014-09, respectively. See Note 3 of Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information regarding our adoption of Accounting
Standards Codification ("ASC") 606.
ASU 2017-07, Improving the Presentation of Net Period Pension Cost and Net Periodic Postretirement Benefit Cost, was adopted effective January 1, 2018. As a
result, expenses related to other components of net benefit cost were reclassed from "Cost of Services," "Selling, general and administrative" and "Other operating
costs and losses" to a new line below Operating income, "Other components of pension and postretirement benefit plans expense." All periods presented in the
following table have been recast to present the impact of ASU 2017-07.
ASU 2016-02, Leases, was adopted effective January 1, 2019. As a result, the Company recognized “operating lease right-of-use assets” and “operating lease
liabilities” in the Consolidated Balance Sheets for 2019. ASU 2016-02 was adopted using the modified retrospective transition method, which did not require the
Company to adjust comparative periods. Financial data for the periods ending in 2018, 2017 and 2016 have not been adjusted to reflect the adoption of ASU
2016-02. See Note 9 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information
regarding our adoption of ASC 842.
25
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Form 10-K Part II
Cincinnati Bell Inc.
The selected financial data should be read in conjunction with the consolidated financial statements and "Management’s Discussion and Analysis of Financial
Condition and Results of Operations" included in this document.
(dollars in millions, except per share amounts)
Operating Data
Revenue
Cost of services and products, selling, general and administrative,
depreciation and amortization expense
Other operating costs and losses (a)
Operating income
Interest expense
Loss on extinguishment of debt, net
Gain on sale of CyrusOne investment
(Loss) income from continuing operations
Income from discontinued operations, net of tax
Net (loss) income
Basic (loss) earnings per common share from continuing operations
Basic earnings per common share from discontinued operations
Basic (loss) earnings per common share
Diluted (loss) earnings per common share from continuing operations
Diluted earnings per common share from discontinued operations
Diluted (loss) earnings per common share
Dividends declared per common share
Weighted-average common shares outstanding
Basic
Diluted
Financial Position
Property, plant and equipment, net
Total assets
Total long-term obligations (b)
Other Data
Cash flow provided by operating activities
Cash flow used in investing activities
Cash flow provided by (used in) financing activities
Capital expenditures
2020
2019
2018 (c)
2017 (d)
2016
$
1,559.8 $
1,536.7 $
1,378.2 $
1,065.7 $
1,017.6
1,441.9
51.9
66.0
134.2
—
—
(81.1)
—
(55.6)
(1.30) $
— $
(1.30) $
(1.30) $
— $
(1.30) $
— $
1,443.9
19.7
73.1
139.6
—
—
(77.2)
—
(66.6)
(1.53) $
— $
(1.53) $
(1.53) $
— $
(1.53) $
— $
1,264.1
30.8
83.3
131.5
1.3
—
(60.4)
—
(69.8)
(1.73) $
— $
(1.73) $
(1.73) $
— $
(1.73) $
— $
959.1
51.2
55.4
85.2
3.2
(117.7)
66.7
—
40.0
0.70 $
— $
0.70 $
0.70 $
— $
0.70 $
— $
50.6
50.6
50.4
50.4
46.3
46.3
42.2
42.4
1,729.1 $
2,668.6
2,313.6
1,780.8 $
2,653.8
2,270.3
1,844.0 $
2,730.2
2,263.5
1,129.0 $
2,187.6
1,948.2
206.1 $
(226.4)
25.6
(223.6)
259.1 $
(223.3)
(39.6)
(223.8)
214.7 $
(437.4)
(158.1)
(220.6)
203.4 $
(236.8)
420.2
(210.5)
905.8
13.0
98.8
75.7
19.0
(157.0)
164.4
0.3
103.0
2.19
0.01
2.20
2.19
0.01
2.20
—
42.0
42.1
1,085.5
1,561.3
1,429.8
173.1
(95.5)
(75.3)
(286.4)
$
$
$
$
$
$
$
$
$
(a) Other operating costs and losses consist of restructuring and severance related charges (reversals), loss (gain) on disposal of assets – net and
transaction and integration costs.
(b) Total Long-term obligations are comprised of long-term debt, less current portion, operating lease liabilities, pension and postretirement benefit
obligations, pole license agreement obligation, deferred income tax liabilities and other noncurrent liabilities. See notes 1, 8, 9, 10, and 12 to the
consolidated financial statements for discussions related to 2020 and 2019.
(c) Operating data includes Hawaiian Telcom results beginning with the date of the acquisition in July 2018.
(d) Operating data includes OnX results beginning with the date of the acquisition in October 2017.
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Cincinnati Bell Inc.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Annual Report on Form 10-K 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. See "Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement" for further
information on forward-looking statements.
Pending Acquisition by MIP
On December 21, 2019, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Brookfield Merger Agreement”) with
affiliates of the Brookfield Infrastructure Group (“Brookfield”), the infrastructure investment division of Brookfield Asset Management, which was subsequently
amended. Pursuant to the amended Brookfield Merger Agreement, the Company would be acquired by an affiliate of Brookfield for $14.50 per Common Share.
On March 13, 2020, the Company terminated the Brookfield Merger Agreement and entered into an Agreement and Plan of Merger (the “MIP Merger
Agreement”) pursuant to which the Company will be acquired by an affiliate of Macquarie Infrastructure Partners V (“MIP”), a fund managed by Macquarie
Infrastructure and Real Assets (the “MIP Merger”). At the effective time of the MIP Merger (the “Effective Time”), each of our issued and outstanding Common
Shares will be converted into the right to receive $15.50 in cash per Common Share, without interest, and the 6 3/4% Cumulative Convertible Preferred Shares will
remain issued and outstanding as 6 3/4% Cumulative Convertible Preferred Shares of the Company, without par value, following the Effective Time.
In connection with the termination of the Brookfield Merger Agreement, the Company paid an affiliate of Brookfield a termination fee of $24.8 million in the first
quarter of 2020 as required by the terms of the Brookfield Merger Agreement.
The consummation of the MIP Merger is subject to customary closing conditions, including (i) the adoption of the MIP Merger Agreement by the affirmative vote
of the holders of at least two-thirds of all outstanding Common Shares and 6 3/4% Cumulative Convertible Preferred Shares, voting as a single class; (ii) the
expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the receipt of
any required consents or approvals from (a) the Committee on Foreign Investment in the United States, (b) the Federal Communications Commission, (c) state
public service and state public utility commissions and (d) local regulators in connection with the provision of telecommunications and media services; and (iv) the
absence of any legal restraint preventing the consummation of the MIP Merger. On May 7, 2020, the shareholders of the Company adopted the MIP Merger
Agreement at a virtual special meeting of shareholders.
The MIP Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature.
The MIP Merger is expected to close in the first half of 2021, although there can be no assurance that the MIP Merger will occur by that date. Upon the closing of
the MIP Merger, the Company will cease to be a publicly traded company.
Executive Summary
Segment results described in the Executive Summary and Consolidated Results of Operations section are net of intercompany and intersegment eliminations.
On July 2, 2018, the Company acquired Hawaiian Telcom Holdco, Inc. ("Hawaiian Telcom"). The Unified Communications as a Service ("UCaaS"), hardware, and
enterprise long distance products and services provided by the Hawaiian Telcom business are included within the IT Services and Hardware segment. The
Entertainment and Communications segment includes products delivered by Hawaiian Telcom such as high-speed internet access, digital subscriber lines, ethernet,
dedicated internet access, indefeasible right of use ("IRU"), video, voice lines, consumer long distance and digital trunking.
Consolidated revenue totaled $1,559.8 million for the year ended December 31, 2020, an increase of $23.1 million compared to the same period in 2019 as growth
in the IT Services and Hardware segment more than offset declines in the Entertainment and Communications segment. Entertainment and Communications
Legacy revenue decreased $35.0 million in 2020 compared to the prior year. Decline in Video revenue due to fewer video subscribers and lower nonrecurring
revenue due to participation in the Keep Americans Connected pledge (“Pledge”) also contributed to the decline year over year. IT Services and Hardware revenue
increased $47.3 million in 2020 compared to 2019. Revenue growth in the Consulting and Communications practices more than offset decreased revenue
contributed by the Cloud and Infrastructure Solutions practices. Cloud revenue declined in 2020 due to General Electric Company (“GE”) revenue related to
certain programs still included in the first quarter of 2019 that did not recur in 2020.
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Cincinnati Bell Inc.
Operating income in 2020 was $66.0 million, down $7.1 million compared to the same period in 2019. The decrease in operating income was primarily due to
higher transaction and integration charges, including the termination fee of $24.8 million paid to an affiliate of Brookfield in the first quarter of 2020, as well as
restructuring and severance related charges related to the voluntary severance program (“VSP”) finalized in the three months ended March 31, 2020. These
increased costs were partially offset by lower depreciation and amortization expense of $11.5 million and by cost savings in SG&A due to reduced travel and
entertainment and lower advertising and promotional expense compared to 2019.
Loss before income taxes totaled $81.1 million for the year ended December 31, 2020, resulting in an increase in the loss of $3.9 million as compared to the
comparable period in 2019. The increase in the loss primarily due to the factors impacting operating income was partially offset by a decrease in interest expense.
Impact of COVID-19 on Our Business
The COVID-19 pandemic has resulted, and is expected to continue to result, in significant economic disruption and has adversely affected, and is expected to
continue to adversely affect, our business. Significant uncertainty continues to exist concerning the magnitude of the impact, the duration of the COVID-19
pandemic and the macroeconomic effects even once the pandemic has subsided. On March 13, 2020, in response to the COVID-19 pandemic, the Federal
Communications Commission (“FCC”) called on broadband and telephone service providers to keep Americans connected as the country reacts to the serious
disruptions caused by the coronavirus outbreak. Cincinnati Bell, on behalf of all of its affiliates, including Hawaiian Telecom, signed on to the Pledge and
committed to waive late fees for, and not terminate service to, any of our consumer or small business customers who did not pay their bills timely due to an
inability to pay caused by the COVID-19 crisis. The Pledge expired on June 30, 2020, and the Company started to collect late payment fees and reactivation fees
starting in August 2020. In accordance with regulatory orders in Hawaii, the Pledge continues to be honored for certain regulated services. The Company
proactively worked with customers in an effort to avoid deactivations, but not all accounts could be cured and approximately 4,000 customer accounts in the
Cincinnati market were disconnected during the third and fourth quarters of 2020. Balances associated with accounts that have been disconnected are fully
reserved as of December 31, 2020 and are expected to be written off during the first quarter of 2021.
In response to the number of households that must provide remote schooling either full or part-time as a result of the COVID-19 pandemic, the Company partnered
with several community organizations to provide free internet to qualifying students through the “Connect our Students” program. As of December 31, 2020, the
Company has delivered internet to approximately 4,900 households through this program.
The majority of our operations have continued as usual as the services that we provide and the networks that we maintain are considered critical by local and state
authorities in the geographies in which we operate. The Company started executing its business continuity plan in March and transitioned employees who could
execute their work remotely to work from home with little disruption and has implemented additional safety protocols for customer facing employees. In states in
which employees are allowed to return to the office, the Company has implemented updated safety policies to ensure the safety of our employees and customers.
As of December 31, 2020, a significant portion of our workforce continues to work from home and are expected to continue to work from home for most of 2021.
With respect to liquidity, we continue to evaluate and take actions to reduce costs and spending across our organization. This includes reducing hiring activities,
adjusting pay programs, limiting discretionary spending, significantly reducing non-essential travel until further notice and re-evaluating the timing of capital
projects. Additionally, we have leveraged certain benefits included in the U.S. Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) that was
enacted on March 27, 2020, including deferral of 2020 required pension plan contributions to the fourth quarter of 2020 and deferral of employer social security tax
payments for wage payments subsequent to March 12, 2020 of approximately $5.0 million in the second, third and fourth quarters of 2020 to be paid equally in the
fourth quarters of 2021 and 2022.
We expect the ultimate significance of the impact on our financial condition, results of operations, or cash flows will be dictated by the length of time that such
circumstances continue, which will depend on the currently unknowable extent and duration of the COVID-19 pandemic, effectiveness of the vaccine and
timeliness that individuals receive the vaccine. COVID-19 also makes it more challenging for management to estimate future performance of our businesses,
particularly over the near term. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required
by federal, state or local authorities or that we determine are in the best interests of our employees, customers, suppliers and shareholders. The programs put in
place and efforts by employees to manage and reduce expenses have more than offset the negative impacts caused by COVID-19 since the start of the pandemic
due to revenue loss and incremental spend for personal protective equipment, employee compensation programs and bad debt expense. To reward employees for
their continued efforts during COVID-19, a one-time bonus was recorded in the third quarter of $5.7 million that was paid in the fourth quarter. While we are
unable to determine or predict the nature, duration or scope of the overall impact the COVID-19 pandemic will have on our business, results of operations, liquidity
or capital resources, we believe that it is important to share where we stand today, how our response to COVID-19 is progressing and how our operations and
financial condition may change as the fight against COVID-19 progresses.
28
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Form 10-K Part II
Consolidated Results of Operations
Revenue
(dollars in millions)
Revenue
2020
2019
Cincinnati Bell Inc.
$ Change
% Change
$ Change
2020 vs. 2019
% Change
2020 vs. 2019
2018
2019 vs. 2018 2019 vs. 2018
Entertainment and Communications
IT Services and Hardware
Total revenue
$
$
949.9 $
609.9
1,559.8 $
974.1 $
562.6
1,536.7 $
(24.2)
47.3
23.1
(2)% $
8%
2% $
831.1 $
547.1
1,378.2 $
143.0
15.5
158.5
17%
3%
12%
Entertainment and Communications revenue decreased in 2020 compared to the prior year primarily due to the decline in Legacy revenue. In addition to Legacy
revenue decline, Video revenue declined due to 7,100 fewer subscribers in Cincinnati and 2,100 fewer subscribers in Hawaii as well as decline of certain
nonrecurring revenue as a result of the Company suspending late payment fees and reactivation fees as part of the Pledge. Partially offsetting the revenue decline,
Consumer Data increased $18.2 million compared to 2019 with internet subscriber growth in both the Cincinnati and Hawaii markets. Entertainment and
Communications revenue increased in 2019 compared to 2018 due to the acquisition of Hawaiian Telcom, which contributed revenue of $306.6 million and $155.1
million in 2019 and 2018, respectively. In Cincinnati, Fioptics revenue was up 4% in 2019 compared to the comparable period in the prior year partially mitigating
the decline in Legacy revenue.
IT Services and Hardware revenue increased in 2020 compared to the prior year due to revenue growth in the Consulting and Communications practices. Cloud
revenue declined due to lower revenue resulting from GE insourcing certain cloud services. Lower Infrastructure Solutions revenue in 2020 compared to 2019 is
due to a decline in hardware sales partially due to the impacts of COVID-19 and customers migrating to managed services. IT Services and Hardware revenue
increased in 2019 compared to 2018 primarily due to the acquisition of Hawaiian Telcom which contributed revenue of $40.1 million and $19.9 million in 2019
and 2018, respectively. In addition to the impact of the acquisition, increased revenue from the Communications and Consulting practices was partially offset by
lower revenue in the Cloud and Infrastructure Solutions practices. Cloud revenue decline in 2019 is primarily due to lower revenue contributed by GE of $20.6
million compared to the prior year due to GE insourcing certain cloud services.
Operating costs
(dollars in millions)
Cost of services and products
Entertainment and Communications
IT Services and Hardware
Total cost of services and products
2020
2019
2020 vs. 2019
2018
2019 vs. 2018 2019 vs. 2018
$ Change
2020 vs. 2019
% Change
$ Change
% Change
$
$
420.2 $
381.8
802.0 $
445.0 $
339.6
784.6 $
(24.8)
42.2
17.4
(6)% $
12%
2% $
384.1 $
314.6
698.7 $
60.9
25.0
85.9
16%
8%
12%
Entertainment and Communications costs decreased in 2020 compared to the prior year primarily due to decreases in payroll related costs, video content costs,
operating taxes and contract services. Lower payroll related costs are due to headcount reductions made during restructuring initiatives that were executed in the
first quarter of 2020 and throughout 2019. In addition to restructuring initiatives, payroll related costs declined due to lower expense for healthcare and workers
compensation benefits in 2020 compared to 2019. Lower operating taxes are due to the release of a sales and use tax reserve in 2020 of $4.2 million due to
favorable audit results in addition to a decrease in general excise tax. The decrease in contract services is driven by a one-time project for $1.6 million recognized
in the fourth quarter of 2019.
Entertainment and Communications costs increased in 2019 compared to the same period in 2018 primarily due to the acquisition of Hawaiian Telcom which
contributed costs of $150.9 million and $80.1 million in 2019 and 2018, respectively. Excluding the impact associated with the acquisition, costs of services and
products decreased $9.9 million for the year ended December 31, 2019, as compared to the comparable period in the prior year. The decrease in 2019 compared to
2018 is due to lower contract services costs and lower payroll related costs due to headcount reductions made during restructuring initiatives that were executed in
2018.
IT Services and Hardware costs increased in 2020 and 2019 compared to the same periods in the prior year primarily due to increases in payroll related costs and
contractor costs associated with additional resources to support the growth in the Consulting and Communications practices. IT Services and Hardware costs also
increased in 2020 compared to 2019 due to increases in regulatory fees and software licensing costs. Higher software licenses costs were incurred to support the
revenue growth in the Communications practice. In addition, the increase in costs in 2019 compared to the same period in 2018 is partially due to the acquisition of
Hawaiian Telcom which contributed $21.9 million and $9.8 million to cost of services and products in 2019 and 2018, respectively.
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Form 10-K Part II
(dollars in millions)
Selling, general, and administrative
Entertainment and Communications
IT Services and Hardware
Corporate
Total selling, general and administrative
2020
2019
2020 vs. 2019
2018
2019 vs. 2018 2019 vs. 2018
$ Change
2020 vs. 2019
% Change
Cincinnati Bell Inc.
$ Change
% Change
$
$
175.0 $
148.5
23.0
346.5 $
179.1 $
153.3
22.0
354.4 $
(4.1)
(4.8)
1.0
(7.9)
(2)% $
(3)%
5%
(2)% $
148.0 $
151.1
14.3
313.4 $
31.1
2.2
7.7
41.0
21%
1%
54%
13%
SG&A costs decreased in both segments in 2020 compared to 2019 due to cost containment strategies taken in 2020 to reduce the negative impact of the COVID-
19 pandemic on the business. Decreases in both segments were partially offset by an increase in bad debt expense due to updating our estimate of the impact of the
economic downturn associated with the COVID-19 pandemic on the Company’s receivables and incremental bonus expense recorded in the third quarter of
2020. The decrease in Entertainment and Communications SG&A costs was also partially offset by an increase in contract services due to higher insurance costs.
Entertainment and Communications SG&A expenses were up in 2019 compared to the same period in the prior year primarily due to the acquisition of Hawaiian
Telcom. Hawaiian Telcom contributed SG&A expense of $64.2 million and $32.9 million in 2019 and 2018, respectively. SG&A costs also increased in 2019
compared to the prior year due to an increase in advertising expense and the bad debt reserve for certain receivables with a wholesale customer that filed for
bankruptcy in the first quarter of 2019 whose collectability was uncertain. These increases were partially offset as the segment continued to focus on cost
containment and realizing synergies with Hawaiian Telcom.
IT Services and Hardware SG&A costs increased in 2019 compared to the prior year due to additional expense contributed by Hawaiian Telcom. Hawaiian Telcom
contributed SG&A costs of $9.4 million and $5.4 million in 2019 and 2018, respectively. The increase in 2019 was partially offset by lower payroll costs resulting
from headcount reductions carried out in 2018.
Corporate SG&A costs increased in 2020 and 2019 driven largely by higher payroll related costs. Corporate SG&A costs in 2020 were also negatively impacted
due to the Company no longer qualifying for a payroll tax benefit that was received in 2019 and 2018.
(dollars in millions)
Depreciation and amortization expense
Entertainment and Communications
IT Services and Hardware
Corporate
$
Total depreciation and amortization expense
$
2020
2019
$ Change
2020 vs. 2019
% Change
2020 vs. 2019
2018
$ Change
2019 vs. 2018
% Change
2019 vs. 2018
252.7 $
40.6
0.1
293.4 $
255.8 $
48.9
0.2
304.9 $
(3.1)
(8.3)
(0.1)
(11.5)
(1)% $
(17)%
(50)%
(4)% $
210.8 $
41.0
0.2
252.0 $
45.0
7.9
—
52.9
21%
19%
0%
21%
Entertainment and Communications depreciation and amortization expense decreased in 2020 compared to the prior year primarily due to a decrease in assets
placed in service in connection with the expansion of our fiber network. The increase in 2019 compared to 2018 is due to the acquisition of Hawaiian Telcom and
the related increase in intangibles and property, plant and equipment.
IT Services and Hardware depreciation and amortization expense was impacted in 2020 and 2019 as compared to the same periods in the prior year due to
accelerated depreciation for certain network assets that were determined in the first quarter of 2019 to have a shorter useful life due to a change in customer
requirements and were fully depreciated as of December 31, 2019. Depreciation and amortization expense also decreased in 2020 compared to 2019 due to certain
property, plant and equipment reaching the end of its useful life in 2019. In addition, depreciation and amortization expense increased in 2019 compared to the
same period in the prior year due to Hawaiian Telcom contributing incremental depreciation expense of $3.8 million in 2019 as compared to 2018.
30
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Form 10-K Part II
(dollars in millions)
Restructuring and severance related charges
Entertainment and Communications
IT Services and Hardware
Corporate
$
Total restructuring and severance related charges $
2020
2019
$ Change
2020 vs. 2019
% Change
2020 vs. 2019
2018
Cincinnati Bell Inc.
$ Change
% Change
2019 vs. 2018 2019 vs. 2018
14.8 $
2.0
0.1
16.9 $
4.9 $
2.0
—
6.9 $
9.9
—
0.1
10.0
n/m
$
0%
n/m
n/m
$
3.1 $
4.9
0.3
8.3 $
1.8
(2.9)
(0.3)
(1.4)
58%
(59)%
n/m
(17)%
Restructuring and severance charges recorded in 2020 in the Entertainment and Communications segment are primarily related to a VSP for certain bargained and
management employees in an effort to reduce costs associated with our copper field and network operations. Restructuring and severance charges recorded in 2020
in the IT Services and Hardware segment are associated with initiatives to reduce and contain costs.
Restructuring and severance charges recorded in 2019 in the Entertainment and Communications segment are primarily related to a severance program for certain
management employees as the Company continued its efforts to streamline Cincinnati and Hawaii operations. The IT Services and Hardware segment also
recorded restructuring and severance charges in 2019 associated with initiatives to reduce and contain costs as well as headcount reductions as a result of
insourcing initiatives by one of our significant customers.
Restructuring and severance charges recorded in 2018 are primarily related to continued efforts to realize synergies following the acquisitions of Hawaiian Telcom
and OnX. In the fourth quarter of 2018, there was a VSP for certain management employees in the Entertainment and Communications segment, as well as
Corporate. In the second quarter of 2018, the Company incurred severance costs associated with initiatives to reduce costs in the IT Services and Hardware
segment. In addition, a restructuring charge associated with lease abandonment of $0.8 million was recorded in the second quarter of 2018 related to an office
space that will no longer be utilized.
(dollars in millions)
Other operating costs
2020
2019
$ Change
% Change
2020 vs. 2019 2020 vs. 2019
2018
$ Change
% Change
2019 vs. 2018 2019 vs. 2018
Transaction and integration costs
Total other operating costs
$
$
35.0 $
35.0 $
12.8 $
12.8 $
22.2
22.2
n/m $
n/m $
22.5 $
22.5 $
(9.7)
(9.7)
(43)%
(43)%
Transaction and integration costs incurred in 2020, recorded as a Corporate expense, are primarily due to $24.8 million paid to an affiliate of Brookfield to
terminate the Brookfield Merger Agreement in the first quarter of 2020. The Company also incurred transaction and integration costs in 2020 associated with the
MIP Merger Agreement. Transaction and integration costs incurred in 2019 are primarily due to the Brookfield Merger Agreement entered into in the fourth
quarter of 2019. Transaction and integration costs incurred in 2018 are due to the acquisition of Hawaiian Telcom that closed in the third quarter of 2018.
Non-operating expenses (income)
(dollars in millions)
Non-operating costs
Interest expense
Loss on extinguishment of debt, net
Other components of pension and
postretirement benefit plans expense
Other (income) expense, net
Income tax (benefit) expense
2020
2019
$ Change
% Change
2020 vs. 2019 2020 vs. 2019
2018
$ Change
% Change
2019 vs. 2018 2019 vs. 2018
$
134.2 $
—
139.6 $
—
14.1
(1.2)
(25.5)
11.2
(0.5)
(10.6)
(5.4)
—
2.9
(0.7)
(14.9)
(4)% $
n/m
131.5 $
1.3
26%
n/m
n/m
12.5
(1.6)
9.4
8.1
(1.3)
(1.3)
1.1
(20.0)
6%
n/m
(10)%
(69)%
n/m
Interest expense decreased in 2020 compared to the prior year due to the decrease in LIBOR rates. Interest expense increased in 2019 compared to the same period
in 2018 primarily due to interest incurred on the amounts outstanding on the Receivables Facility and the Revolving Credit Facility used to partially fund the cash
portion of the acquisition of Hawaiian Telcom.
Other components of pension and postretirement benefit plans expense increased in 2020 compared to 2019 primarily due to recording pension settlement charges
in 2020 of $2.3 million and $1.5 million for the Cincinnati Bell Management Pension Plan and the Hawaiian Telcom pension plans, respectively, as a result of
lump sum payments to the plan participants exceeding the sum of the service cost and the interest cost component of the net pension cost.
31
Table of Contents
Form 10-K Part II
Cincinnati Bell Inc.
Income tax expense fluctuates based on changes in income from continuing operations before income taxes, adjusted for non-deductible expenses, as well as rate
changes. In periods without material tax law changes, the Company expects its effective tax rate to exceed statutory rates due to non-deductible expenses. Non-
deductible transaction costs, related primarily to the MIP Merger and Brookfield Merger Agreement, were $33.3 and $11.1 million in 2020 and 2019,
respectively. In addition, changes in the valuation allowance impact income tax expense. In 2020, substantially all of the $16.6 million of valuation allowances
that were recorded as of December 31, 2019 on deferred tax assets relating to non-deductible interest were released. This was the result of a favorable tax provision
in the CARES Act, which was enacted in March 2020. Section 163(j) of the Internal Revenue Code was amended to increase the deduction limit for interest
expense. Valuation allowances on state NOLs decreased by $6.6 million in 2020 compared to 2019 due primarily to the expiration of the NOLs to which they
related.
Discussion of Operating Segment Results
The Company manages its business based upon product and service offerings. For the years ended December 31, 2020, 2019, and 2018, we operated two business
segments: Entertainment and Communications and IT Services and Hardware. Certain corporate administrative expenses have been allocated to our business
segments based upon the nature of the expense and the relative size of the segment. Intercompany transactions between segments have been eliminated.
32
Table of Contents
Form 10-K Part II
Entertainment and Communications
Cincinnati Bell Inc.
The Entertainment and Communications segment provides products and services that can be categorized as either Fioptics in Cincinnati or Consumer/SMB Fiber in
Hawaii (collectively, "Consumer/SMB Fiber"), Enterprise Fiber or Legacy. Cincinnati Bell Telephone Company LLC ("CBT"), a subsidiary of the Company, is
the incumbent local exchange carrier ("ILEC") for a geography that covers a radius of approximately 25 miles around Cincinnati, Ohio, and includes parts of
northern Kentucky and southeastern Indiana. CBT has operated in this territory for over 145 years. Voice and data services in the Enterprise Fiber and Legacy
categories that are delivered beyond the Company's ILEC territory, particularly in Dayton and Mason, Ohio, are provided through the operations of Cincinnati Bell
Extended Territories LLC ("CBET"), a subsidiary of CBT. On July 2, 2018, the Company acquired Hawaiian Telcom. Hawaiian Telcom is the ILEC for the State
of Hawaii and the largest full service provider of communications services and products in the state. Originally incorporated in Hawaii in 1883 as Mutual
Telephone Company, Hawaiian Telcom has a strong heritage of over 135 years as Hawaii’s communications carrier. Its services are offered on all of Hawaii’s
major islands, except its video service, which currently is only available on the island of Oahu.
Consumer/SMB Fiber products include high-speed internet access, voice lines and video. The Company is able to deliver speeds of up to 30 megabits or more to
approximately 75% of Greater Cincinnati and up to 20 megabits or more to approximately 50% 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
cells. Hawaiian Telcom Enterprise Fiber also includes revenue from the SEA-US cable. As enterprise customers migrate from legacy products and copper-based
technology, our metro-ethernet product becomes the preferred method of transport due to its ability to support multiple applications on a single physical
connection.
Legacy products include traditional voice lines, consumer long distance, switched access, digital trunking, DSL, DS0, DS1, DS3 and other value-added services
such as caller identification, voicemail, call waiting and call return.
(dollars in millions)
Revenue:
Data
Video
Voice
Other
Total Revenue
Operating costs and expenses:
Cost of services and products
Selling, general and administrative
Depreciation and amortization
Restructuring and severance charges
Total operating costs and expenses
Operating income
Operating margin
Capital expenditures
2020
2019
2020 vs. 2019 2020 vs. 2019
2018
2019 vs. 2018 2019 vs. 2018
$ Change
% Change
$ Change
% Change
$
$
$
479.4
193.8
262.8
33.6
969.6
427.4
175.0
252.7
14.8
869.9
99.7
$
$
475.0
203.0
284.9
32.8
995.7
450.4
179.1
255.8
4.9
890.2
105.5
$
$
4.4
(9.2)
(22.1)
0.8
(26.1)
(23.0)
(4.1)
(3.1)
9.9
(20.3)
(5.8)
1% $
(5)%
(8)%
2%
(3)%
(5)%
(2)%
(1)%
n/m
(2)%
(5)% $
402.6
183.3
244.9
22.6
853.4
388.2
148.0
210.8
3.1
750.1
103.3
$
$
72.4
19.7
40.0
10.2
142.3
62.2
31.1
45.0
1.8
140.1
2.2
18%
11%
16%
45%
17%
16%
21%
21%
58%
19%
2%
10.3%
$
200.0
10.6%
201.3
(0.3) pts
(1.3)
(1)% $
12.1%
194.0
(1.5) pts
7.3
4%
33
Table of Contents
Form 10-K Part II
Entertainment and Communications, continued
Metrics information (in thousands):
Cincinnati
Fioptics
Data
Internet FTTP*
Internet FTTN*
Total Fioptics Internet
Video
Video FTTP
Video FTTN
Total Fioptics Video
Voice
Fioptics Voice Lines
Fioptics Units Passed
Units passed FTTP
Units passed FTTN
Total Fioptics units passed
Enterprise Fiber
Data
Cincinnati Bell Inc.
2020
2019
Change
% Change
2020 vs. 2019 2020 vs. 2019
2018
Change
% Change
2019 vs. 2018 2019 vs. 2018
239.9
26.7
266.6
107.6
20.4
128.0
219.2
31.4
250.6
112.7
22.4
135.1
20.7
(4.7)
16.0
(5.1)
(2.0)
(7.1)
9%
(15)%
6%
(5)%
(9)%
(5)%
201.5
37.5
239.0
115.0
24.9
139.9
17.7
(6.1)
11.6
(2.3)
(2.5)
(4.8)
9%
(16)%
5%
(2)%
(10)%
(3)%
103.8
106.8
(3.0)
(3)%
107.6
(0.8)
(1)%
499.6
137.4
637.0
484.8
138.6
623.4
14.8
(1.2)
13.6
3%
(1)%
2%
472.3
138.7
611.0
12.5
(0.1)
12.4
3%
0%
2%
Ethernet Bandwidth (Gb)
6,566
5,228
1,338
26%
4,565
663
15%
Legacy
Data
DSL
Voice
61.9
64.0
(2.1)
(3)%
72.0
(8.0)
(11)%
Legacy Voice Lines
175.1
196.8
(21.7)
(11)%
226.2
(29.4)
(13)%
*Fiber to the Premise (FTTP), Fiber to the Node (FTTN)
34
Table of Contents
Form 10-K Part II
Entertainment and Communications, continued
Metrics information (in thousands):
Hawaii
Consumer / SMB Fiber
Data
Internet FTTP*
Internet FTTN*
Total Consumer / SMB Fiber Internet
Video
Video FTTP
Video FTTN
Total Consumer / SMB Fiber Video
Voice
Consumer / SMB Fiber Voice Lines
Consumer / SMB Fiber Units Passed **
Units passed FTTP
Units passed FTTN
Total Consumer / SMB Fiber units passed
Enterprise Fiber
Data
Cincinnati Bell Inc.
2020
2019
Change
% Change
2020 vs. 2019 2020 vs. 2019
2018
Change
% Change
2019 vs. 2018 2019 vs. 2018
59.8
11.0
70.8
30.2
10.4
40.6
55.4
12.8
68.2
30.6
12.1
42.7
4.4
(1.8)
2.6
(0.4)
(1.7)
(2.1)
8%
(14)%
4%
(1)%
(14)%
(5)%
51.6
14.3
65.9
33.8
15.0
48.8
3.8
(1.5)
2.3
(3.2)
(2.9)
(6.1)
29.5
30.0
(0.5)
(2)%
30.3
(0.3)
184.3
70.0
254.3
173.5
72.9
246.4
10.8
(2.9)
7.9
6%
(4)%
3%
167.0
73.5
240.5
6.5
(0.6)
5.9
7%
(10)%
3%
(9)%
(19)%
(13)%
(1)%
4%
(1)%
2%
Ethernet Bandwidth (Gb)
4,021
3,651
370
10%
2,091
1,560
75%
Legacy
Data
DSL
Voice
36.8
42.9
(6.1)
(14)%
48.7
(5.8)
(12)%
Legacy Voice Lines
160.1
177.1
(17.0)
(10)%
197.8
(20.7)
(10)%
*
**
Fiber to the Premise (FTTP), Fiber to the Node (FTTN)
Includes units passed for both consumer and business on Oahu and neighbor islands
35
Table of Contents
Form 10-K Part II
Entertainment and Communications, continued
Cincinnati Bell Inc.
(dollars in millions)
Revenue
Consumer / SMB Fiber *
Data
Video
Voice
Other
Total Consumer / SMB Fiber
Enterprise Fiber
Data
Legacy
Data
Voice
Other
Total Legacy
Total Entertainment and Communications
revenue
*Represents Fioptics in Cincinnati.
2020
Twelve Months Ended December 31,
2019
2018
Cincinnati Hawaii
Total
Cincinnati Hawaii
Total
Cincinnati Hawaii
Total
$
169.6 $
155.5
34.0
1.3
360.4
36.1 $
38.3
10.9
0.7
86.0
205.7 $
193.8
44.9
2.0
446.4
155.4 $
159.5
36.8
1.5
353.2
32.1 $
43.5
10.9
0.7
87.2
187.5 $
203.0
47.7
2.2
440.4
142.5 $
160.1
37.4
1.2
341.2
13.5 $
23.2
5.4
0.2
42.3
156.0
183.3
42.8
1.4
383.5
86.0
41.2
127.2
84.9
39.4
124.3
84.3
17.7
102.0
94.6
113.3
15.6
223.5
51.9
104.6
16.0
172.5
146.5
217.9
31.6
396.0
103.4
126.1
14.1
243.6
59.8
111.1
16.5
187.4
163.2
237.2
30.6
431.0
111.8
143.4
13.5
268.7
32.8
58.7
7.7
99.2
144.6
202.1
21.2
367.9
$
669.9 $
299.7 $
969.6 $
681.7 $
314.0 $
995.7 $
694.2 $
159.2 $
853.4
Cincinnati Fioptics and Hawaii Consumer/SMB Fiber (collectively, "Consumer/SMB Fiber")
Consumer/SMB Fiber revenue increased $6.0 million in 2020 compared to the same period in 2019 as the increase in the subscriber base for internet more than
offset the decline in video and voice subscribers. The internet subscriber base continues to increase as we focus our attention on growing the internet FTTP
subscriber base. Favorable churn in 2020 compared to 2019 has also contributed to the increased internet subscriber base. In addition, the Average Revenue Per
User (“ARPU”) for 2020 increased for internet in both Cincinnati and Hawaii by 3% and 9%, respectively, compared to 2019, primarily due to price increases for
internet. Revenue in 2020 was also negatively impacted by a decline in non-recurring revenue due to COVID-19 and the Company’s participation in the Pledge.
Consumer/SMB Fiber revenue increased by $56.9 million in 2019 compared to 2018 primarily due to increased revenue contributed by Hawaiian Telcom of $44.9
million. As of December 31, 2019, Hawaiian Telcom had added 42,700 video subscribers, 68,200 internet subscribers and 30,000 voice subscribers to the existing
base of subscribers. The increase was also a result of the 5% increase in the subscriber base for internet in Cincinnati as we have focused our attention on growing
the internet FTTP subscriber base. In addition, ARPU increased 4% for both internet and video in Cincinnati as compared to the prior year partially offsetting the
decline in video subscribers in Cincinnati. ARPU increases are related to price increases for internet and video as well as the change in the mix of subscribers for
video.
Enterprise Fiber
Enterprise Fiber revenue increased by $2.9 million in 2020 compared to 2019 as a result of customers migrating from legacy product offerings to higher bandwidth
fiber solutions, as evidenced by the 26% increase in Ethernet Bandwidth in Cincinnati in 2020 and 10% increase in Hawaii in 2020, compared to the prior
year. The increase to revenue from additional customers switching to fiber solutions is partially offset by pricing pressures to provide higher speeds for a lower
cost. Enterprise Fiber revenue increased by $22.3 million in 2019 compared to 2018 as a result of the same factors impacting 2020 as well as incremental revenue
contributed by Hawaiian Telcom of $21.7 million.
Legacy
Legacy revenue decreased in 2020 compared to 2019 due to the decline in voice lines and DSL subscribers. Voice lines declined 11% and 10% in Cincinnati and
Hawaii, respectively, as the traditional voice lines become less relevant. DSL subscribers decreased by 3% and 14% in Cincinnati and Hawaii, respectively, as
subscribers demand the higher speeds that can be provided by fiber. In addition, declines in DS1, DS3 and digital trunking have contributed to the revenue decline
for these products in 2020 compared to the prior year as customers migrate away from these solutions to fiber-based solutions.
36
Table of Contents
Form 10-K Part II
Entertainment and Communications, continued
Cincinnati Bell Inc.
Legacy revenue increased in 2019 compared to 2018 due to incremental revenue from Hawaiian Telcom of $88.2 million for the year ended December 31,
2019. Hawaiian Telcom added 42,900 DSL subscribers and 177,100 voice subscribers to the existing base of subscribers as of December 31, 2019. Increased
revenue generated by Hawaiian Telcom was partially offset due to declines in both voice lines and DSL subscribers in Cincinnati in 2019 compared to the prior
year. Voice lines and DSL subscribers in Cincinnati decreased by 13% and 11%, respectively, in 2019 compared to 2018. In addition, declines in DS0, DS1, DS3
and digital trunking contributed to the revenue decline in 2019.
Operating Costs and Expenses
Cost of services and products decreased $23.0 million in 2020 compared to 2019 due primarily to decreases in payroll related costs, video content costs, operating
taxes and contract services. Payroll related costs decreased $3.6 million in 2020 compared to the prior year due to reduced headcount as well as lower healthcare
and workers compensation benefits more than offsetting incremental bonus expense. Video content costs decreased by $5.9 million as a result of decreased
subscribers. Lower operating taxes are primarily due to favorable audit results that resulted in a nonrecurring benefit of $4.2 million in 2020 in addition to a
decrease in general excise tax. The decrease in contract services is driven by a one-time project recognized in the fourth quarter of 2019.
Cost of services and products increased in 2019 compared to 2018 primarily due to increased expense contributed by Hawaiian Telcom of $70.9 million. After
considering the impact of the acquisition, costs of services and products decreased by $8.7 million. This decrease in 2019 compared to 2018 is primarily due to
decreases in contract services and payroll costs. The decrease in contract services is driven by savings realized associated with the Company’s call center. Lower
payroll costs are due to reduced headcount and lower overtime. The reduced headcount is a result of the restructuring that took place in the prior two years. Lower
overtime is the result of lower video activations as well as the rollout of certain internet installations performed by the consumer.
SG&A expenses decreased $4.1 million in 2020 compared to the prior year primarily related to cost containment strategies taken in 2020 to reduce the negative
impact of the COVID-19 pandemic on the business. The decrease was partially offset by increases in contract services as a result of higher insurance costs, bad
debt expense due to updating our estimate of the impact of the economic downturn associated with the COVID-19 pandemic on the Company’s receivables and
incremental bonus expense of $1.9 million recorded in the third quarter of 2020 for a one-time employee award.
SG&A expenses increased $31.1 million in 2019 compared to 2018 primarily due to increased expense contributed by Hawaiian Telcom of $31.4 million. In
addition, bad debt expense increased related to a reserve for certain receivables with a wholesale customer that filed for bankruptcy in the first quarter of 2019, and
advertising expense increased due to additional media spending. These increases were offset as the segment focused on cost containment and realizing synergies
with Hawaiian Telcom.
Depreciation and amortization expenses decreased in 2020 compared to the prior year primarily due to a decrease in assets placed in service during 2020 in
connection with the expansion of our fiber network. Depreciation and amortization expenses were up in 2019 compared to 2018 due to increased expense
contributed by Hawaiian Telcom of $47.4 million. Excluding the increase associated with the acquisition, depreciation and amortization expense decreased $2.4
million due to certain property, plant and equipment reaching the end of its useful life.
Restructuring and severance charges recorded in 2020 are primarily related to a VSP for certain bargained and management employees in an effort to continue to
reduce costs associated with our copper field and network operations. Restructuring and severance charges recorded in 2019 are related to a severance program for
certain management employees as the Company continued its efforts to streamline operations between Cincinnati and Hawaii. Restructuring and severance charges
were recorded in the fourth quarter of 2018 related to a VSP for certain management employees in Cincinnati as the Company identified efficiencies that can be
achieved due to the acquisition of Hawaiian Telcom.
37
Table of Contents
Form 10-K Part II
Entertainment and Communications, continued
Capital Expenditures
(dollars in millions)
Consumer / SMB Fiber capital expenditures *
Construction
Installation
Other
Total Consumer / SMB Fiber
Enterprise Fiber
Other
Total Entertainment and Communications capital expenditures
Consumer / SMB Fiber capital expenditures *
Construction
Installation
Other
Total Consumer / SMB Fiber
Enterprise Fiber
Other
Total Entertainment and Communications capital expenditures
Consumer / SMB Fiber capital expenditures *
Construction
Installation
Other
Total Consumer / SMB Fiber
Enterprise Fiber
Other
Total Entertainment and Communications capital expenditures
*Represents Fioptics in Cincinnati
Cincinnati Bell Inc.
Cincinnati
Twelve Months Ended December 31, 2020
Hawaii
Total
21.9 $
32.9
10.7
65.5
14.0
35.3
114.8 $
14.5 $
14.7
0.9
30.1
11.0
44.1
85.2 $
Cincinnati
Twelve Months Ended December 31, 2019
Hawaii
Total
25.3 $
45.1
10.6
81.0
14.6
39.4
135.0 $
9.4 $
14.2
1.3
24.9
9.4
32.0
66.3 $
Cincinnati
Twelve Months Ended December 31, 2018
Hawaii
Total
39.1 $
47.8
12.2
99.1
14.9
37.3
151.3 $
5.1 $
12.4
1.5
19.0
10.2
13.5
42.7 $
36.4
47.6
11.6
95.6
25.0
79.4
200.0
34.7
59.3
11.9
105.9
24.0
71.4
201.3
44.2
60.2
13.7
118.1
25.1
50.8
194.0
$
$
$
$
$
$
Capital expenditures in Cincinnati are incurred to expand our Fioptics product suite, upgrade and increase capacity for our networks, and to extend the life of our
fiber and copper networks. The Company is focused on building FTTP addresses, and during 2020, we passed 14,800 FTTP addresses in Cincinnati. As of
December 31, 2020, the Company is able to deliver its Fioptics services with speeds up to 30 megabits or more to 637,000 residential and commercial addresses, or
75% of our operating territory in Cincinnati. Cincinnati construction capital expenditures decreased $3.4 million in 2020 compared to 2019 primarily due to the
timing of capital expenditures, which does not necessarily coincide with the timing of when addresses become available. Cincinnati installation capital
expenditures are primarily related to the timing of expenditures for customer premise equipment (“CPE”) utilized for installations. In 2020, Cincinnati installation
expenditures decreased $12.2 million compared to the prior year primarily due to lower volume of CPE purchased and to a lesser extent decreased labor hours due
to fewer video installations compared to 2019.
Cincinnati construction capital expenditures decreased $13.8 million in 2019 compared to 2018 due to passing fewer addresses and the timing of capital
expenditures. Cincinnati installation capital expenditures decreased $2.7 million in 2019 compared to the prior year due to the timing of CPE expenditures.
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 that we continue to grow our capacity and services within the network core. 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.
38
Table of Contents
Form 10-K Part II
Entertainment and Communications, continued
Cincinnati Bell Inc.
Hawaii construction capital expenditures increased $5.1 million and $4.3 million in 2020 and 2019, respectively, as compared to the same periods in the prior year
due to building out 7,900 and 5,900 new addresses in 2020 and 2019, respectively, primarily in rural areas and on the neighbor islands. In addition, construction
costs incurred for Connect America Fund (“CAF”) doors totaled $6.7 million in 2020 compared to $5.0 million in 2019. Hawaii installation capital expenditures
increased $0.5 million in 2020 compared to 2019 as a result of increased internet installations on the neighbor islands in addition to the timing of payments. Hawaii
installation capital expenditures increased $1.8 million in 2019 compared to 2018 which only includes six months of activity subsequent to the acquisition close
date. 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.
39
Table of Contents
Form 10-K Part II
IT Services and Hardware
Cincinnati Bell Inc.
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 and maintenance of major branded Telecom and IT hardware reported as Infrastructure
Solutions. These services and products are provided through the Company's subsidiaries in various geographic areas throughout the United States, Canada and
Europe. By offering a full range of equipment and strategic services in conjunction with the Company’s fiber and copper networks, the IT Services and Hardware
segment provides our customers personalized solutions designed to meet their business objectives.
Cloud services include the design, implementation and on-going management of the customer’s infrastructure. This includes on-premise, public cloud and private
cloud solutions. The Company assists customers with the risk assessment phase through an in-depth understanding of the customer’s business as well as building
and designing a solution, using either the customer's existing infrastructure or new cloud-based options that transform the way the customer does business.
Communications solutions help to transform the way our customers do business by connecting employees, customers and business partners. By upgrading legacy
technologies through customized build projects and reducing customer costs, the Company helps to transform the customer’s business. These services include
Unified Communications as a Service ("UCaaS"), Software-Defined Wide Area Network ("SD-WAN"), Network as a Service ("NaaS"), Contact Center and
Collaboration.
Using our experience and expertise, Infrastructure Solutions are tailored to our customers’ organizational goals. We offer a complete portfolio of services that
provide customers with efficient and optimized IT solutions that are agile and responsive to their business and are integrated, simplified and manageable. Through
consulting with customers, the Company will build a solution using standard manufacturer equipment to meet our customers’ specific requirements.
Consulting services help customers assess their business and technology needs and provide the talent needed to ensure success. The Company is a premier provider
of application services and IT staffing.
(dollars in millions)
Revenue:
Consulting
Cloud
Communications
Infrastructure Solutions
Total revenue
Operating costs and expenses:
Cost of services and products
Selling, general and administrative
Depreciation and amortization
Restructuring and severance related charges
Total operating costs and expenses
Operating income
Operating margin
Capital expenditures
2020
2019
$ Change
% Change
2020 vs. 2019 2020 vs. 2019
2018
$ Change
% Change
2019 vs. 2018 2019 vs. 2018
$
$
$
196.0
86.2
215.0
119.4
616.6
400.0
149.4
40.6
2.0
592.0
24.6
$
$
152.6
92.1
198.7
124.0
567.4
359.6
154.3
48.9
2.0
564.8
2.6
$
$
43.4
(5.9)
16.3
(4.6)
49.2
40.4
(4.9)
(8.3)
—
27.2
22.0
28% $
(6)%
8%
(4)%
9%
11%
(3)%
(17)%
0%
5%
$
n/m
4.0%
$
23.5
0.5%
$
22.4
3.5 pts
1.1
5% $
$
138.7
98.0
178.5
135.7
550.9
335.7
152.1
41.0
4.9
533.7
17.2
$
3.1%
$
26.4
13.9
(5.9)
20.2
(11.7)
16.5
23.9
2.2
7.9
(2.9)
31.1
(14.6)
10%
(6)%
11%
(9)%
3%
7%
1%
19%
(59)%
6%
(85)%
(2.6) pts
(4.0)
(15)%
Metrics information (in thousands):
Consulting
Billable Resources
Communications
NaaS Locations
SD - WAN Locations
Hosted UCaaS Profiles*
*Includes Hawaii Hosted UCaaS Profiles
2020
2019
Change
% Change
December 31,
1,665
1,034
631
5,691
3,191
281,000
4,047
2,197
274,654
1,644
994
6,346
61%
41%
45%
2%
40
Table of Contents
Form 10-K Part II
IT Services and Hardware, continued
Revenue
Cincinnati Bell Inc.
IT Services and Hardware revenue increased $49.2 million in 2020 compared to the same period in the prior year due to increased revenue in the Consulting and
Communications practices. Consulting revenue increased due to obtaining new projects throughout 2019 which continue to bill and grow in 2020.
Communications revenue increased as a result of customers migrating to newer technologies which has increased the Company’s Hosted UCaaS profiles, NaaS
locations and SD-WAN locations. In addition, Communications revenue was favorably impacted as certain customers required additional non-recurring services to
mitigate the issues caused by the COVID-19 pandemic on their businesses. The decline in legacy Communications revenue partially offset these
increases. Infrastructure Solutions revenue decreased $4.6 million in 2020 compared to the prior year primarily due to the decline in hardware sales partially due to
the impacts of COVID-19 and customers migrating to managed services. Cloud revenue decreased due to less revenue generated from one-time projects in
addition to lower revenue contributed by GE of $4.9 million in 2020 compared to 2019 due to GE insourcing certain cloud services.
IT Services and Hardware revenue increased $16.5 million in 2019 compared to 2018 due to increased revenue in the Consulting and Communications
practices. Consulting revenue increased compared to the prior year due to obtaining significant new customers and projects throughout 2018 that continued to bill
in 2019. Communications revenue increased primarily due to the acquisition of Hawaiian Telcom, which contributed incremental revenue of $12.4 million in 2019
compared to the prior year. In addition to Hawaiian Telcom revenue contribution, similar trends that impacted 2020 Communications revenue related to customer
migrations, one-time project spend and legacy decline also impacted 2019. Cloud revenue decreased compared to the prior year as increased revenue from one-time
projects was more than offset by lower revenue contributed by GE of $20.6 million. Infrastructure Solutions revenue also decreased due to a decline in one-time
projects and hardware sales.
Operating Costs and Expenses
IT Services and Hardware cost of services and products increased $40.4 million in 2020 compared to the same period in the prior year due to increases in payroll
related costs, contractor costs, software licensing costs and regulatory fees. The increase in payroll related costs and contractor costs is due to additional headcount
to support the growth in the Communications and Consulting practices as well as a one-time bonus to reward employees for their efforts during COVID-19. As a
result of the growth in consulting projects, billable resources increased by 631 compared to December 31, 2019. Higher software licensing costs were also incurred
to support the revenue growth in the Communications practice.
Cost of services and products increased $23.9 million in 2019 compared to the comparable period in 2018 primarily driven by the acquisition of Hawaiian Telcom
in addition to increased headcount and contract services costs to support the growth in the Consulting and Communications practices.
SG&A expenses decreased $4.9 million in 2020 compared to the prior year primarily due to cost containment strategies taken in 2020 to reduce the negative impact
of the COVID-19 pandemic on the business. This was partially offset by an increase in bad debt expense due to updating our estimate of the impact of the
economic downturn associated with the COVID-19 pandemic on the Company’s receivables and a one-time bonus awarded to employees in the third quarter of
2020. In addition, employee contract termination costs incurred in the first quarter of 2020 partially offset the decrease in 2020 compared to 2019.
SG&A expenses increased $2.2 million in 2019 compared to 2018 primarily driven by the acquisition of Hawaiian Telcom, which contributed $9.4 million in 2019
compared to $5.4 million in 2018. The increase in SG&A expenses related to the acquisition was partially offset by lower payroll related costs due to restructuring
initiatives executed in 2018.
Depreciation and amortization expense decreased in 2020 compared to the same period in 2019 due to accelerated depreciation for certain network assets that were
determined in the first quarter of 2019 to have a shorter useful life due to a change in customer requirements and were fully depreciated as of December 31,
2019. In addition, certain property, plant and equipment reaching the end of its useful life in 2019 also contributed to the decrease in 2020. Depreciation and
amortization expense increased in 2019 compared to 2018 as a result of accelerated depreciation for certain network assets. Hawaiian Telcom also contributed
incremental depreciation expense of $3.8 million in 2019 as compared to 2018.
Restructuring and severance charges recorded in 2020 and 2019 are associated with initiatives to reduce and contain costs. In addition, restructuring and severance
charges recorded in the second quarter of 2019 are related to insourcing initiatives by one of our significant customers. Restructuring and severance charges of
$4.1 million recorded in 2018 are related to costs incurred in order to recognize future synergies as the Company identified efficiencies with the integration of
OnX. A restructuring charge of $0.8 million was also recorded in the second quarter of 2018 associated with a lease abandonment related to an office space that
will no longer be utilized.
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Capital Expenditures
Cincinnati Bell Inc.
Capital expenditures are dependent on the timing of success-based projects. Capital expenditures in 2020 were primarily related to projects supporting the
Communications practice. In addition to success-based projects, the Company incurred $2.2 million in capital expenditures for implementation work associated
with internal software projects in 2020.
Corporate
Corporate is comprised primarily of general and administrative costs that have not been allocated to the business segments and transaction and integration costs
related to acquisition transactions. Corporate costs totaled $58.3 million in 2020, $35.0 million in 2019 and $37.2 million in 2018.
Corporate costs increased by $23.3 million in 2020 compared to the prior year primarily due to higher transaction and integration costs of $22.2 million in addition
to increased payroll related costs. Corporate costs decreased by $2.2 million in 2019 compared to 2018 as increases in payroll related costs and other general and
administrative costs were more than offset by lower transaction and integration costs of $9.7 million.
Financial Condition, Liquidity, and Capital Resources
Capital Investment, Resources and Liquidity
Short-term view
Our primary source of cash is generated by operations. In 2020, 2019 and 2018, we generated $206.1 million, $259.1 million and $214.7 million, respectively, of
cash flows from operations.
The Company’s primary uses of cash are for capital expenditures and debt service. To a lesser extent, cash is also used to fund our pension obligations, retiree
medical obligations, and pay preferred stock dividends. In the first quarter of 2020, as a result of terminating the Brookfield Merger Agreement, we paid an
affiliate of Brookfield a termination fee of $24.8 million. In 2018, cash was also utilized to fund merger and acquisition activity.
Capital expenditures decreased $0.2 million in 2020 compared to the same period in the prior year. The increase in expenditures in the IT Services and Hardware
segment was more than offset by the decrease in expenditures in the Entertainment and Communications segment due to timing of CPE utilized for installations as
well as deferring certain projects to 2021. Capital expenditures increased $3.2 million in 2019 compared to the prior year primarily due to incremental capital
expenditures contributed by Hawaiian Telcom of $69.3 million in 2019 compared to $43.8 million in 2018. The increase was partially offset by reductions in
expenditures in the Entertainment and Communications segment in Cincinnati of $16.3 million in 2019 compared to the comparable period in the prior year due to
lower construction costs and installation capital expenditures.
In July 2018, the Company completed the acquisition of Hawaiian Telcom. Net proceeds received from the $350 million 8% Senior Notes in the fourth quarter of
2017, combined with a draw on the Revolving Credit and Receivable Facilities in the third quarter of 2018, were utilized to finance in part the cash portion of the
merger agreement and the payoff of the Hawaiian Telcom debt of $314.7 million.
Interest payments were $125.5 million, $129.3 million and $131.7 million in 2020, 2019 and 2018, respectively. Interest payments decreased in 2020 compared to
the prior year primarily due to the decrease in interest rates. As a result of the decrease in the LIBOR rate in 2020, the Company’s variable-rate borrowings under
the Tranche B Term Loan and Receivables Facility are utilizing the LIBOR rate floor according to the terms of each agreement. Interest payments decreased in
2019 compared to 2018 primarily due to payments in 2018 which included $3.5 million of accrued interest related to Hawaiian Telcom. Our contractual debt
maturities in 2021, including finance lease obligations and other financing arrangements, are $21.8 million and associated contractual interest payments are
expected to be approximately $125 million.
As of December 31, 2020, we had $149.3 million of short-term liquidity, comprised of $12.2 million of cash and cash equivalents, $133.0 million of undrawn
capacity on our Revolving Credit Facility and $4.1 million available under the Receivables Facility. In the second half of 2021, the Company expects to use a
portion of this liquidity to fund the remaining cash consideration of $20.0 million associated with the pending acquisition of certain fiber assets currently held by
the bankruptcy estate of Paniolo Cable Company, LLC (“Paniolo”). In the fourth quarter of 2020, $5.0 million of the total purchase price of $50.0 million was
placed in escrow, and the remaining $25.0 million will be funded by committed purchase money financing.
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Cincinnati Bell Inc.
In the second quarter of 2020, the Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and
definitions to decrease the credit availability and renew the facility, which is subject to renewal every 364 days, until May 2021, and extend the facility’s
termination date to May 2023. Capacity on the Receivables Facility is calculated and will continue to be calculated based on the quantity and quality of
outstanding accounts receivables; therefore, if the Company experiences declines in revenue or extends discounts to customers, the capacity could be negatively
impacted and reduce our short term liquidity. While we expect to continue to renew the Receivables Facility, we would be required to use cash, our Revolving
Credit Facility, or other sources to repay any outstanding balance on the Receivables Facility if it was not renewed.
The Company believes that its cash on hand, cash generated from operations and available funding under its credit facilities will be adequate to meet its cash
requirements for the next 12 months.
Long-term view, including debt covenants
As of December 31, 2020, the Company had $2.0 billion of outstanding indebtedness and an accumulated deficit of $2.8 billion. In addition to the uses of cash
described in the Short-term view section above, the Company has to satisfy its long-term debt obligations. The Company has no significant debt maturities until
2024. In addition, we have ongoing obligations to fund our qualified pension plans. Funding requirements for future years are uncertain and will significantly
depend on changes in future actuarial assumptions. It is also possible that we will use a portion of our cash flows generated from operations for de-leveraging in the
future, including discretionary, opportunistic repurchases of debt prior to the scheduled maturities.
In the fourth quarter of 2017, the Company entered into a new Credit Agreement (the "Credit Agreement") and terminated the then-existing Corporate Credit
Agreement. The Credit Agreement has financial covenants that require the Company to maintain certain leverage and interest coverage ratios. As of December 31,
2020, these ratios and limitations include a maximum consolidated secured total leverage ratio of 3.50 to 1.00 and a minimum consolidated interest coverage ratio
of 1.50 to 1.00. See Note 8 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for
further details regarding our outstanding debt and other financing arrangements, including certain information about maturities, covenants and restrictions related to
such debt and financing arrangements. The agreements and instruments governing our debt and financing arrangements are complicated, and you should consult
such agreements and instruments which are filed with the SEC for more detailed information.
As of December 31, 2020, the Company was in compliance with the Credit Agreement covenants and ratios.
Certain of our variable-rate debt, including debt under the Revolving Credit Facility and the Receivables Facility, uses LIBOR as one of the benchmarks for
establishing the rate of interest and may be hedged with LIBOR-based interest rate derivatives. LIBOR is the subject of recent regulatory guidance and proposals
for reform. In November 2020, plans were announced to consult on ceasing publication of the one week and two month U.S. Dollar LIBOR tenors on December
31, 2021, and on June 30, 2023, cease publication for all other U.S. Dollar LIBOR tenors. This announcement extends the transition period to June 2023, at which
time we expect LIBOR to be replaced with a new benchmark. The consequences of these developments cannot be entirely predicted, but could include an increase
in the cost of our variable-rate indebtedness.
Indentures
The Company’s Senior Notes are governed by indentures which contain covenants that, among other things, limit the Company’s ability to incur additional debt or
liens, pay dividends or make other restricted payments, sell, transfer, lease, or dispose of assets and make investments or merge with another company. The
Company is in compliance with all of its debt indentures as of December 31, 2020.
Management believes that cash on hand, operating cash flows, its Revolving Credit Facility and its 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.
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Cash Flows
Cash flows from operating activities
Cincinnati Bell Inc.
Cash provided by operating activities during 2020 was $206.1 million, a decrease of $53.0 million compared to 2019. The decrease is due primarily to increased
transaction and termination costs and increased cash outflow due to working capital compared to the same period in the prior year. Increased cash outflow due to
working capital is partially due to $44.7 million of accounts receivables sold on the Receivables Facility as of December 31, 2019, and no outstanding balance of
accounts receivables sold as of December 31, 2020, as well as increased days sale outstanding in 2020 due to COVID-19 and the Pledge.
Cash provided by operating activities during 2019 was $259.1 million, an increase of $44.4 million compared to 2018. Hawaiian Telcom contributed operating cash
flow of approximately $92.0 million in 2019 compared to approximately $18.0 million in 2018. In addition, the increase was due to lower restructuring and
transaction and integration payments of $2.1 million and $33.9 million, respectively, compared to 2018. These increases were partially offset by lower tax refunds
of $13.2 million for AMT refundable tax credits in 2019 compared to 2018, lower contribution due to loss of GE cloud revenue in 2019 and unfavorable working
capital.
Cash flows from investing activities
Cash used by investing activities totaled $226.4 million in 2020, an increase of $3.1 million compared to the prior year primarily due to the purchase of wireless
spectrum licenses in 2020 for $6.4 million to further expand the Company’s broadband coverage across its operating footprint.
Cash used by investing activities totaled $223.3 million in 2019, a decrease of $214.1 million compared to the prior year, primarily due to the acquisition of
Hawaiian Telcom in 2018.
Cash flows from financing activities
Cash provided by financing activities was $25.6 million in 2020. In 2020, the Company borrowed $60.2 million on the Revolving Credit Facility and Receivables
Facility. The increase in cash flow was partially offset by debt repayments of $22.4 million related to finance leases and the Tranche B Term Loan due 2024.
Cash used in financing activities was $39.6 million in 2019. In 2019, the Company made debt repayments of $21.5 million related to finance leases and the
Tranche B Term Loan due 2024. Additionally, the Company made net debt repayments of $6.1 million related to the Revolving Credit and the Receivables
Facilities.
Cash used in financing activities was $158.1 million in 2018. In 2018, the Company borrowed $194.6 million on the Revolving Credit Facility and the Receivables
Facility. Proceeds were used to partially fund the cash portion of the acquisition of Hawaiian Telcom. This increase in cash flow was offset by the repayment of
debt of $328.7 million in 2018, which included the payoff of the Hawaiian Telcom debt of $314.7 million.
Dividends paid on the Company’s preferred stock totaled $10.4 million in each of 2020, 2019 and 2018.
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Future Operating Trends
Entertainment and Communications
Cincinnati Bell Inc.
We continue to mitigate the revenue decline experienced with our Legacy products with increases in revenue of our fiber-based products. In addition, the merger
with Hawaiian Telcom has allowed us to build scale and fiber density to help capitalize on the growing demands for internet speeds that only a fiber network can
provide. We expect the desire by customers for increased internet speeds will only continue as evidenced by the fact that more than 65% of Cincinnati’s internet
customers subscribe to speeds of 100 megabits or more, compared to two years ago when 40% subscribed to such speeds. As of December 31, 2020,
approximately 50% of internet customers in Hawaii subscribe to speeds of 100 megabits or more.
During 2021, we expect continued competition for internet, voice and video services as the cable competitor in the Cincinnati market continues to target areas
where we have copper and FTTN. Due to this competition, as well as customers migrating to obtaining video programming over broadband Internet connections,
we expect to continue to see a decline in video subscribers as well as FTTN and DSL internet subscribers. In the Hawaii market, we also expect continued
competition for internet, voice and video services as the cable competitor has increased advertising subsequent to the acquisition of Hawaiian Telcom. In 2021, we
plan to invest approximately $100 million for Consumer/SMB Fiber, including construction, installation and value-added services. Our focus for 2021 in both the
Cincinnati and Hawaii markets is to identify opportunities to expand our FTTP footprint to residential and commercial addresses with the highest return profile,
increase penetration, and drive operational efficiencies. We will take a FTTP internet-based focus due to the increased relevance of this product and the high return
profile that it provides. Furthermore, we will apply a similar strategy as we identify opportunities to expand our network footprint in areas outside the Greater
Cincinnati market.
In 2020, we purchased 56 Citizens Broadband Radio Service (“CBRS”) Priority Access Licenses (“PALs”) within our Cincinnati ILEC, Cincinnati CLEC and
Hawaiian Telcom operating footprints from the FCC. We intend to use the licenses to provide high-speed internet and voice services to consumer and business
customers in rural areas where building a fiber network is not financially feasible. Initial work to prepare the network will begin in 2021 with capital spend of
approximately $2.0 million and continued capital spend in subsequent years as additional subscribers are added to the network.
For our enterprise fiber customers, we expect to continue to see a migration from Legacy products and copper-based technology to higher bandwidth fiber solutions
as evidenced by the 26% and 10% increases in Ethernet Bandwidth in Cincinnati and Hawaii, respectively, in 2020 compared to 2019.
IT Services and Hardware
The Company's strategy for future growth is to diversify the geographies in which it operates. As a part of executing this strategy, in February 2017, the Company
completed the acquisition of SunTel, a regional provider of network security, data connectivity, and unified communications solutions based in Troy, Michigan,
and in October 2017 completed the acquisition of OnX, with locations throughout the U.S., Canada and Europe. The expectation is that these acquisitions will
continue to provide future growth opportunities in the IT Services and Hardware segment by providing additional geographies to operate within, and an expanded
customer base in which to sell our products and services. In addition, the acquisitions create synergies and opportunities for cost savings.
In 2021, the Company will continue to focus on expanding products and services to our customer base with our full stack of products from simple hardware sales
through managed voice and software defined network management, creating contractual recurring revenue streams. We expect budget constraints by certain
customers will continue to put pressure on our revenue and operating income in the future, increasing the need to diversify. In addition, as more customers migrate
to the public cloud, we will see declines in the demand for Infrastructure products. However, this trend can provide an opportunity in the form of consulting as we
have IT professionals that can develop the strategy to guide customers through this migration.
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Contractual Obligations
Cincinnati Bell Inc.
The following table summarizes our contractual obligations as of December 31, 2020:
(dollars in millions)
Long-term debt, excluding finance leases and other
financing arrangements (1)
Principal amount
Interest payments (2)
Finance leases (3)
Principal amount
Interest payments (2)
Non-cancellable operating lease obligations
Purchase obligations (4)
Pension and postretirement benefits obligations (5)
Unrecognized tax benefits (6)
Other liabilities (7)
Total
(1) Excludes net unamortized discounts and premiums.
Total
< 1 Year
Payments due by Period
1-3 Years
3-5 Years
Thereafter
$
$
1,920.7 $
473.6
66.0
18.7
54.7
376.0
30.4
19.2
132.4
3,091.7 $
6.0 $
119.3
13.5
4.0
11.7
376.0
14.1
—
21.0
565.6 $
283.3 $
228.8
15.7
6.2
16.0
—
5.1
—
31.1
586.2 $
1,543.5 $
108.9
11.3
4.5
9.8
—
4.4
—
14.0
1,696.4 $
87.9
16.6
25.5
4.0
17.2
—
6.8
19.2
66.3
243.5
(2) Assumes no early payment of debt in future periods. The interest rate applied on variable rate borrowings is the rate in effect as of December 31, 2020.
(3)
(4)
(5)
(6)
(7)
Includes finance lease obligations primarily related to vehicles, network equipment used in the deployment of our fiber network and to provide our IT
managed services, and wireless towers assumed from our discontinued operations.
Includes amounts under open purchase orders and open blanket purchase orders for purchases of network, IT and telephony equipment, video content, and
other goods; contractual obligations for services such as software maintenance and outsourced services; and other purchase commitments.
Includes payments for Cincinnati and Hawaii Pension and Postretirement Plans as well as other employee retirement agreements. Amounts for 2021 include
approximately $8 million expected to be contributed for postretirement benefits. Although the Company expects to continue operating the plans past 2021, its
contractual obligation related to postretirement obligations only extends through 2021. Amounts for 2021 through 2025 include approximately $3 million of
estimated cash contributions to the qualified pension plans. Expected qualified pension plan contributions are based on current plan design, legislation and
current actuarial assumptions. Any changes in plan design, legislation or actuarial assumptions may also affect the expected contribution amount.
Includes the portion of liabilities related to unrecognized tax benefits. If the timing of payments cannot be reasonably estimated for unrecognized tax
benefits, these liabilities are included in the "Thereafter" column of the table above.
Includes contractual obligations primarily related to restructuring and employee severance reserves, long-term disability obligations, workers compensation
liabilities, cash-settled awards, deferred employer payroll taxes arising from the CARES Act, asset removal obligations, liabilities related to the pole license
agreement obligation, a deferred vendor rebate, and other financing arrangements.
The amount of these obligations can be expected to change over time as new contracts are initiated and existing contracts are completed, terminated, or modified.
Contingencies
We are subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations in the normal course of business. We believe
that the amounts provided in our consolidated financial statements, as prescribed by generally accepted accounting principles, are adequate in light of those
contingencies that are probable and able to be estimated. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from
various legal proceedings, claims, tax examinations, and other matters, including the matters discussed below, and to comply with applicable laws and regulations,
will not exceed the amounts reflected in our consolidated financial statements. As such, costs, if any, that may be incurred in excess of those amounts provided as
of December 31, 2020, cannot be reasonably determined.
Based on information currently available, consultation with counsel, available insurance coverage and established reserves, management believes that the eventual
outcome of all outstanding claims will not, individually or in the aggregate, have a material effect on the Company's financial position, results of operations or cash
flows.
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Off-Balance Sheet Arrangements
Indemnifications
Cincinnati Bell Inc.
During the normal course of business, the Company makes certain indemnities, commitments, and guarantees under which it may be required to make payments in
relation to certain transactions. These include: (a) intellectual property indemnities to customers in connection with the use, sale, and/or license of products and
services, (b) indemnities to customers in connection with losses incurred while performing services on their premises, (c) indemnities to vendors and service
providers pertaining to claims based on negligence or willful misconduct, (d) indemnities involving the representations and warranties in certain contracts, and (e)
outstanding letters of credit which totaled $13.9 million as of December 31, 2020. In addition, the Company has made contractual commitments to several
employees providing for payments upon the occurrence of certain prescribed events. The majority of these indemnities, commitments, and guarantees do not
provide for any limitation on the maximum potential for future payments.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. Application of these
principles requires management to make estimates or judgments that affect the amounts reported in the financial statements and accompanying notes. These
estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could
reflect different estimates or judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, and, as such, have a greater
possibility of producing results that could be materially different than originally reported.
Our most significant accounting policies are presented in Note 1 to the consolidated financial statements. Management views critical accounting policies to be
those policies that are highly dependent on subjective or complex judgments, estimates or assumptions, and where changes in those estimates and assumptions
could have a significant impact on the consolidated financial statements. We have discussed our most critical accounting policies, judgments and estimates with
our Audit and Finance Committee.
The discussion below addresses major judgments used in:
•
•
•
reviewing the carrying values of goodwill;
accounting for income taxes; and
accounting for pension and postretirement obligations.
Reviewing the Carrying Values of Goodwill — The Company adheres to the guidance under ASC 350-20 in testing goodwill for impairment. Under this
guidance, the Company has the option of performing a qualitative assessment for impairment prior to performing the quantitative tests. A qualitative analysis was
performed utilizing Step 0 guidance in 2020. A quantitative analysis was performed in 2019 and 2018. The Company performs impairment testing of goodwill on
an annual basis or when events or changes in circumstances indicate that an asset may be impaired. We perform our annual impairment tests in the fourth quarter
when our five-year plan is updated based on the following steps:
Step 0 or Qualitative assessment - Evaluate qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its
carrying amount, including goodwill. The factors we consider include, but are not limited to, macroeconomic conditions, industry and market considerations, cost
factors, overall financial performance or events-specific to that reporting unit. If or when we determine it is more likely than not that the fair value of a reporting
unit is less than the carrying amount, including goodwill, we would move to Step 1 of the quantitative method.
Step 1 - Compare the fair value for each reporting unit to its carrying value, including goodwill. Fair value is determined based on a combination of valuation
methods, including both income-based and market-based methods. The income-based approach utilizes a discounted cash flow model using projected cash flows
derived from the five-year plan, adjusted to reflect market participants' assumptions. Expected future cash flows are discounted at the weighted average cost of
capital applying a market participant approach. The market-based approach utilizes earnings multiples from comparable publicly-traded companies. A goodwill
impairment charge is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount
of goodwill allocated to that reporting unit. If a reporting unit’s fair value exceeds the carrying value, no further work is performed and no impairment charge is
necessary.
No goodwill impairment losses were recognized in 2020, 2019 or 2018.
Changes in certain assumptions could have a significant impact on the impairment tests for goodwill. The most critical assumptions are projected future growth
rates, operating margins, capital expenditures, terminal values, and discount rate selection and market multiples. These assumptions are subject to change as the
Company's long-term plans and strategies are updated each year. As of December 31, 2020, each reporting unit was considered more likely than not to have a fair
value that exceeded its carrying value in the goodwill impairment test.
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Cincinnati Bell Inc.
IT Services and Hardware is our only reporting unit with material goodwill. At December 31, 2020 total goodwill in this reporting unit is $149.1 million. In 2019,
the estimated fair value of the reporting unit exceeded its carrying amount by approximately 23 percent using an income approach based on its expected future cash
flows and a market approach. The critical assumptions that factored into the valuation are the projected future revenues and EBITDA margins of the business as
well as the discount rate used to present value these future cash flows. In addition to reviewing relevant events and circumstances, these assumptions were all
assessed as part of the Step 0 analysis to determine if such assumptions are still appropriate to use. Management concluded that the qualitative indicators such as
observing a decrease in discount rate, realizing on plan performance in 2020 and projecting similar assumptions in the current year long range plan update support a
position that the fair value of the reporting unit has not significantly changed from the last valuation date.
Accounting for Income Taxes — The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as various foreign, state and
local jurisdictions. The Company’s previous tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires. With a
few exceptions, the Company is no longer subject to U.S. federal, state or local examinations for years prior to 2016.
The Company has net operating loss carryforwards at the federal, state and local levels. Federal net operating loss carryforwards are available to offset taxable
income in current and future periods. If unused, a tranche of Federal operating loss carryforwards totaling $125.6 million would expire in 2023. The ultimate
realization of the deferred income tax assets depends upon our ability to generate future taxable income during the periods in which basis differences and other
deductions become deductible and prior to the expiration of the net operating loss carryforwards. The Company assessed all available positive and negative
evidence to determine whether it expects that sufficient future taxable income will be generated to allow it to realize its existing deferred tax assets. Despite the
cumulative book loss incurred over the three-year period ended December 31, 2020, there is sufficient objectively verifiable income for management to conclude
that it is more likely than not that the Company will utilize available federal net operating loss carryforwards prior to their expiration. However, realization of
certain state, local and foreign net operating losses, as well as other deferred tax assets, is not certain. Changes in our current estimates due to such factors as
unanticipated market conditions and legislative developments could have a material effect on our ability to utilize deferred tax assets. A change in ownership, as
defined in Section 382 of the Internal Revenue Code, could limit the Company’s ability to fully utilize existing deferred tax assets related to federal and state net
operating losses.
Valuation allowances of $28.4 million and $49.3 million have been recognized as of December 31, 2020 and 2019, respectively. While the valuation allowances
are primarily against state and local net operating losses and state credits, another significant component of the 2019 valuation allowance was a $16.6 million
valuation allowance against deferred tax assets related to non-deductible interest, substantially all of which was reversed in 2020 due to taxpayer-favorable
amendments to Section 163(j) of the Internal Revenue Code brought about by the enactment of the CARES Act on March 27, 2020.
As of December 31, 2020 and 2019, the liability for unrecognized tax benefits was $19.2 million and $21.9 million, respectively. The liability is representative of
tax positions taken where tax authorities' interpretation of the appropriate tax treatment may differ from the position the Company has taken. As of December 31,
2020, the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $19.0 million. Accrued interest related to unrecognized tax
benefits is recognized in interest expense.
Accounting for Pension and Postretirement Obligations — In accounting for pension and postretirement expenses, we apply ASC 715, "Compensation —
Retirement Benefits." A liability has been recognized on the Consolidated Balance Sheets for the unfunded status of the pension and postretirement
plans. Actuarial gains (losses) and prior service costs (benefits) that arise during the period are recognized as a component of "Accumulated other comprehensive
loss" on the Consolidated Balance Sheets.
The Company sponsors noncontributory defined benefit pension plans for eligible management employees, non-management employees, and certain former senior
executives. We also provide healthcare and group life insurance benefits for eligible retirees. The measurement date for our pension and postretirement obligations
is as of December 31. When changes to the plans occur during interim periods, management reviews the changes and determines if a remeasurement is
necessary. No amendments to the plan were made during 2020 or 2019.
The measurement of our pension and postretirement projected benefit obligations involves significant assumptions and estimates. Each time we remeasure our
projected benefit obligations, we reassess the significant assumptions and estimates. The actuarial assumptions attempt to anticipate future events and are used in
calculating the expenses and liabilities related to these plans. The most significant of these numerous assumptions, which are reviewed annually, include the
discount rate, rate of return and healthcare cost trend rates.
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Discount rate
Cincinnati Bell Inc.
A discount rate is used to measure the present value of projected benefit obligations. The discount rate for each plan is individually calculated based upon the
timing of expected future benefit payments. Our discount rates are derived based upon a yield curve developed to reflect yields available on high-quality corporate
bonds as of the measurement date. As of December 31, 2020 and 2019, the average discount rate used to value the Cincinnati pension plans was 2.40% and 3.10%,
respectively, while the average discount rate used to value the Cincinnati postretirement plans was 2.40% and 3.20%, respectively. As of December 31, 2020 and
2019, the average discount rate used to value the Hawaii pension plans was 2.30% and 3.10%, respectively, while the average rate used to value the Hawaii
postretirement plans was 2.60% and 3.30%, respectively. Lower rates of interest available on high-quality corporate bonds drove the decrease in the discount rates
in 2020.
Expected rate of return
The expected long-term rate of return on plan assets, developed using the building block approach, is based on the mix of investments held directly by the plans and
the current view of expected future returns, which is influenced by historical averages. The required use of an expected versus actual long-term rate of return on
plan assets may result in recognized pension expense or income that is greater or less than the actual returns of those plan assets in any given year. Over time,
however, the expected long-term returns are designed to approximate the actual long-term returns. For the year ended December 31, 2020 and 2019, the estimated
long-term rate of return for both the Cincinnati pension plan assets and Hawaii pension plan assets was 6.00% and 6.50%, respectively. The long-term rate of
return on the Cincinnati and Hawaii postretirement plan assets was estimated to be zero for the disclosed periods as these plans have minimal assets with a low rate
of return. Actual asset returns for the Cincinnati pension trusts were gains of 17.23% and 23.90% in 2020 and 2019, respectively. Actual asset returns for the
Hawaii pension trusts were gains of 16.80% and 18.32% in 2020 and 2019, respectively. In our pension calculations, we utilized the market-related value of plan
assets, which is a calculated asset value that recognizes changes in asset fair values in a systematic and consistent manner. Differences between actual and
expected returns are recognized in the market-related value of plan assets over five years.
Healthcare cost trend
Our healthcare cost trend rate is developed based on historical cost data, the near-term outlook and an assessment of likely long-term trends. As of both December
31, 2020 and 2019, the healthcare cost trend rate used to measure the Cincinnati postretirement health benefit obligations was 6.5%. As of December 31, 2020, the
healthcare cost trend rate for the Cincinnati plans is assumed to decrease gradually to 4.5% by the year 2025. As of both December 31, 2020 and 2019, the Hawaii
postretirement plans have exceeded the per capita cost caps, and therefore, the healthcare cost trend does not apply.
The actuarial assumptions used may differ materially from actual results due to the changing market and economic conditions and other changes. Revisions to and
variations from these estimates would impact liabilities, equity, cash flow and other components of pension and postretirement benefit plans expense.
The following table represents the sensitivity of changes in certain assumptions related to the Cincinnati pension and postretirement plans as of December 31, 2020:
(dollars in millions)
Discount rate
Expected return on assets
% Point
Change
+/- 0.5%
+/- 0.5%
Pension Benefits
(Decrease)/
Increase in
Obligation
($26.9)/$26.9
n/a
(Decrease)/
Increase in
Expense
($1.0)/$1.0
($1.6)/$1.6
Postretirement and Other Benefits
(Decrease)/
(Decrease)/
Increase in
Increase in
Expense
Obligation
($0)/$0
($3.6)/$3.9
($0)/$0
n/a
The following table represents the sensitivity of changes in certain assumptions related to the Hawaii pension and postretirement plans as of December 31, 2020:
(dollars in millions)
Discount rate
Expected return on assets
Pension Benefits
% Point
Change
+/- 0.5%
+/- 0.5%
(Decrease)/
Increase in
Obligation
($7.8)/$7.8
n/a
(Decrease)/
Increase in
Expense
($0.4)/$0.4
($0.8)/$0.8
Postretirement and Other Benefits
(Decrease)/
(Decrease)/
Increase in
Increase in
Expense
Obligation
($0.3)/$0.2
($2.1)/$2.3
n/a
n/a
49
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Form 10-K Part II
Cincinnati Bell Inc.
At December 31, 2020 and 2019, unrecognized actuarial net losses were $195.7 million and $215.3 million, respectively. The unrecognized net losses have been
primarily generated by differences between assumed and actual rates of return on invested assets, changes in discount rates and healthcare costs. Because gains and
losses reflect refinements in estimates, as well as real changes in economic values, and because some gains in one period may be offset by losses in another or vice
versa, we are not required to recognize these gains and losses in the periods that they occur. Instead, if the gains and losses exceed a 10% corridor defined in the
accounting literature, we amortize the excess over the average remaining service life of active employees for the Cincinnati pension plans (approximately 7-11
years) and Hawaii postretirement plans (approximately 7-8 years), average remaining life expectancy of retirees for the Cincinnati postretirement plans
(approximately 14-15 years) and average remaining life expectancy of participants for the Hawaii union pension plan (approximately 31 years). The accumulated
gains or losses associated with the nonunion Hawaii pension plan do not exceed the corridor requiring amortization.
Regulatory Matters and Competitive Trends
Federal - The Telecommunications Act of 1996 (the "1996 Act") was enacted with the goal of establishing a pro-competitive, deregulatory framework to promote
competition and investment in advanced telecommunications facilities and services to all Americans. From 1996 to 2008, federal regulators considered a multitude
of proceedings aimed at promoting competition and deregulation. Although the 1996 Act called for a deregulatory framework, the FCC continued to maintain
significant regulatory restraints on the traditional ILECs while increasing opportunities for new competitive entrants and new services by applying minimal
regulation. Since 2009, federal regulators have devoted considerable attention to initiatives aimed at promoting investment in, and adoption of, advanced
telecommunications services, particularly broadband Internet access services. Simultaneously, the FCC has been adopting measures that it believes would promote
competition, protect consumers, reform universal service, and enhance public safety and national security. Over the past four years, the FCC focused on
eliminating burdensome and unnecessary regulations that impede broadband investment. With the change of administration beginning in January 2021, we
anticipate an increased focus on measures to close the digital divide in both rural and urban areas and consumer protection. We will monitor the changing
regulatory environment for any potential impacts, particularly on the following proceedings.
COVID-19 Assistance
On March 13, 2020, in response to the COVID-19 pandemic, FCC Chairman Pai called on broadband and telephone service providers to keep Americans connected
as the country reacts to the serious disruptions caused by the coronavirus outbreak. To ensure that Americans do not lose their broadband or telephone connectivity
during this outbreak, he asked the service providers to take the Keep Americans Connected Pledge. Cincinnati Bell, on behalf of all of its affiliates, including
Hawaiian Telcom, signed on to the Pledge under which it committed that for the next 60 days, it would (1) not terminate service to any residential or small business
customers because of their inability to pay their bills due to the disruptions caused by the coronavirus pandemic; (2) waive any late fees that any residential or small
business customers incur because of their economic circumstances related to the coronavirus pandemic; and (3) open its Wi-Fi hotspots to any American who needs
them. Chairman Pai later called on companies to extend the pledge through June 30, 2020, which Cincinnati Bell and all of its affiliates agreed to do. In
accordance with regulatory orders in Hawaii, the Pledge has continued to be honored for residential customers subscribing to regulated intrastate wireline telecom
services at least through March 31, 2021. By participating in the Pledge, Cincinnati Bell suffered revenue loss versus the prior year due to not charging late
payment fees and re-activation fees, as well as incurring significant bad debt due to no-pay customers being allowed to maintain service during the Pledge but
ultimately not paying their past due balances.
On December 27, 2020, President Trump signed the Consolidated Appropriations Act, 2021 which established a $3.2 billion Emergency Broadband Connectivity
Fund and directed the FCC to establish an Emergency Broadband Benefit Program under which eligible households may receive a discount off the cost of
broadband service and certain connected devices during the COVID-19 pandemic. Participation by service providers is voluntary and participating providers are
eligible for reimbursement for discounts provided in accordance with the rules. The FCC is required to finalize the rules for this new program by the end of
February 2021.
Universal Service
The federal Universal Service Fund ("USF") is funded via an assessment on the interstate end-user revenue of all telecommunications carriers and interconnected
VoIP providers. The assessment is used to support high cost, low income, rural healthcare, and schools and libraries programs.
50
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Cincinnati Bell Inc.
In October 2011, the FCC adopted new rules aimed at controlling the size of the high-cost portion of the fund and transitioning it from supporting legacy circuit-
switched networks to broadband. These rules capped the high-cost fund and established a framework for transitioning support to the new Connect America Fund to
bring broadband to unserved areas. Phase I reforms froze existing high-cost support and provided a mechanism for distributing additional support for qualifying
price cap companies. Hawaiian Telcom received $1.4 million in Phase I support and has completed its Phase I buildout. Under Phase II, $1.8 billion of annual
support was made available to expand broadband in unserved areas served by price cap ILECs. In August 2015, price cap ILECs, which had the right of first
refusal, accepted over $1.5 billion of the annual Phase II support that was available to them. The Phase II support was distributed over a six-year period and
carriers were required to satisfy their buildout commitment by the end of 2020. Cincinnati Bell Telephone (“CBT”) accepted approximately $2 million in annual
Phase II support beginning in 2015 in exchange for a commitment to expand broadband to 6,339 Kentucky locations and 745 Ohio locations. Hawaiian Telcom
accepted $4.4 million to build to 11,081 locations in Hawaii over the six-year award period. On September 10, 2020, Hawaiian Telcom filed a Petition for Waiver
with the FCC requesting that the FCC modify its buildout obligation to account for the 523 locations destroyed or isolated by the Kilauea Volcano eruptions that
began in May 2018. The FCC has not yet ruled on this Petition for Waiver. On January 4, 2021, Hawaiian Telcom notified the FCC that it would likely fall short of
its 100% CAF II buildout milestone, however, CAF II carriers have until year-end 2021 to address any shortfalls before being subject to any financial penalties. In
a Report and Order adopted in January 2020, the FCC gave the price cap carriers receiving CAF II support the opportunity to elect to receive an additional year of
CAF II support in 2021 in exchange for a commitment to continue providing broadband service to the CAF II areas during that time. CBT and Hawaiian Telcom
accepted the seventh year of CAF II support, which will provide $2.2 million for CBT and $4.4 million for Hawaiian Telcom during 2021.
In August 2018, bidding concluded in the FCC’s Connect America Fund Phase II auction. Under this reverse auction, up to $2 billion in support over a 10-year
period was available to expand fixed broadband service into additional unserved high-cost areas of the country. There were 103 winning bidders and the total
amount of support that will be provided to these bidders over the 10-year term is $1.5 billion. Winning bidders must build out their broadband networks within the
winning geographic areas (specific census block groups covering 713,176 locations in 45 states) within the first six years of the support term. CBT and Hawaiian
Telcom were both winning bidders. As a result, CBT will receive $1.1 million to extend its broadband service to 342 unserved locations and Hawaiian Telcom will
receive $18.1 million to build to 3,936 unserved locations. CBT and Hawaiian Telcom auction support distributions began in May 2019 and will continue until
May 2029. The build out to all funded auction locations must be completed by December 31, 2025.
In January 2020, the FCC adopted a Report and Order establishing the Rural Digital Opportunity Fund (“RDOF”), which will be used to distribute $20.4 billion
over ten years to expand broadband in areas that remain unserved at the conclusion of the CAF II price cap support program. The funds will be awarded via two
reverse auctions. The Phase I auction (Auction 904) began on October 29, 2020 and concluded on November 25, 2020 with 180 winning bidders for a 10-year
support amount of $9.23 billion to serve over 5 million locations. The remaining $11 billion will be distributed via a second auction to be held at a later date when
more accurate broadband availability data becomes available. Cincinnati Bell was announced as the winning bidder for $26.9 million of support over the 10-year
period to reach 11,131 locations in Hawaii, Indiana, Kentucky and Ohio.
Intercarrier Compensation
In October 2011, in conjunction with its reform of the USF high cost support program, the FCC adopted comprehensive reforms to the switched access and
reciprocal compensation rules that govern the means by which carriers compensate one another for use of their networks. The end point of the reforms is a bill-
and-keep system under which all per-minute intercarrier charges are eliminated.
Terminating switched access and reciprocal compensation rates were phased out over a six-year period that concluded in 2018 for price cap carriers including CBT
and Hawaiian Telcom. The plan contains a mechanism that enables ILECs to recover some of the lost revenue from increased end-user charges, which CBT and
Hawaiian Telcom have utilized to the fullest extent possible. On October 9, 2020, the FCC released a Report and Order transitioning originating access charges for
toll free calls to bill and keep over a three-year period. The Order does not provide a specific recovery mechanism for price cap companies to replace this lost
revenue, finding instead that these companies can increase their existing Subscriber Line Charge or Access Recovery Charge to the extent they are otherwise able
to do so. CBT and Hawaiian Telcom will assess the impact of the reduction in toll free charges and determine whether they have the ability to recover the lost
revenue via existing mechanisms.
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Form 10-K Part II
Special Access/Business Data Services
Cincinnati Bell Inc.
In 2005, the FCC opened a proceeding to review its Special Access (aka Business Data Services or "BDS") pricing rules. Under the rules in effect at that time,
special access services were subject to price cap regulation with no earnings cap, and ILECs had pricing flexibility in certain metropolitan statistical areas served by
a sufficient number of competitors. During 2012, the FCC suspended the grant of any new pricing flexibility requests and issued a mandatory data
request. Responses to the data request were provided in the first quarter of 2015.
In April 2017, the FCC adopted a Report and Order finding that the market for all packet-based services, Ethernet services, TDM services above the DS3 level, and
DS1 and DS3 transport services is competitive in all geographic markets and should no longer be subject to price regulation. Price regulation of TDM services of
DS3 or below terminating to end users depends upon the competitive status of the county in which the service is provided. The FCC designated counties as
competitive or non-competitive for these TDM end user services based upon historical data submitted by providers and purchasers of BDS in response to a
mandatory data request issued in 2012 and supplemented with cable broadband deployment data submitted by providers in the FCC’s semi-annual broadband
deployment report. Price regulation will be eliminated for these TDM end user services in competitive counties. In non-competitive counties, price regulation will
continue, although carriers are permitted to offer contract tariffs and volume and term discounts. The Order required all price cap companies to remove all
competitive BDS services from their tariffs by August 2020. The list of competitive and non-competitive counties released by the FCC in May 2017 designated all
but two of the counties in the Company’s CBT ILEC territory as competitive, and in Hawaii, four of the five counties were deemed competitive. In November
2017, Hawaiian Telcom filed an application with the FCC to discontinue offering BDS services in Kalawao County (the non-competitive county). This application
was granted in January 2018 and Hawaiian Telcom subsequently filed to detariff all BDS services statewide except for special federal government services, which
were detariffed effective August 1, 2020. On August 1, 2020, CBT eliminated its tariffs for BDS services offered in its competitive counties which is nearly all of
its BDS revenue.
Unbundled Network Elements
Under rules adopted pursuant to the Telecommunications Act of 1996, ILECs were required to unbundle the components of their network and provide the
unbundled network elements ("UNE's") to requesting competitive local exchange carriers at cost-based rates set by state public utility commissions in the 1990’s.
The rules also required ILECs to resell their voice service to requesting competitive carriers at wholesale rates set by state regulators. Since 2019, the FCC has
taken significant steps to eliminate the ILEC unbundling obligations. On July 10, 2019, in response to a forbearance petition filed by USTelecom – The Broadband
Association (“USTelecom”), the FCC granted forbearance for unbundled DS1 and DS3 transport and on August 2, 2019, it granted forbearance from UNE loop and
resale requirements. Specifically, it granted forbearance from the unbundling requirements for DS1 and DS3 transport along routes where competitive fiber is
present within a half mile of the ILEC wire center endpoints that trigger the unbundling obligation. As it relates to UNE loops and resale, forbearance was granted
for analog voice-grade copper loops and the avoided-cost resale requirements. Finally, on October 27, 2020, the FCC adopted a Report and Order eliminating DS0
loops in densely populated areas, DS1 and DS3 loops in areas with sufficient competition, and dark fiber loops near competitive fiber networks. All of the orders
allow for a transition period during which existing UNES can be maintained and new UNEs can be ordered. While Cincinnati Bell’s ILECs may benefit from the
ability to charge competitive commercially negotiated prices for these facilities and services, the Company’s competitive carrier operations could see increased
prices for such facilities currently purchased from other ILECs. As a result, the Company is reviewing its current UNE purchases to determine where to transition
to commercial agreements for these facilities versus deploying its own facilities and will pursue the most cost effective solution in each market.
IP Transition
In late 2013, the FCC opened a proceeding to explore how to transition from the legacy circuit-switched TDM networks to Internet Protocol (“IP”)
networks. Examination of the myriad of technical, legal and policy issues surrounding the IP transition moved to the forefront during 2014, and during 2015 and
2016, the FCC adopted several orders imposing additional requirements on service providers seeking to transition their networks from copper to fiber. However,
during the second quarter of 2017, the FCC opened several proceedings aimed at removing barriers to wireline and wireless broadband deployment and proposed
reversing several of the additional requirements imposed in 2015 and 2016. Following this review, in November 2017, the FCC revised its rules to streamline the
ILEC copper retirement process and the approval process for discontinuing legacy TDM service to speed the transition from legacy copper-based TDM services to
IP services. It also reformed the pole attachment rules to make it easier for providers to attach equipment necessary for next-generation networks. In 2018, the
FCC adopted additional changes aimed at streamlining the pole attachment process and preempting state and local processes considered to be detrimental to
broadband deployment, particularly the small cells that will be used for 5G networks. The Company does not anticipate any significant financial impact due to
these proceedings.
Citizens Band Radio Service Spectrum Auction
The FCC conducted an auction of over 22,000 county-sized Priority Access Licenses (“PALs”) in the 3550-3650 MHz portion of the Citizens Band Radio Service
(“CBRS”) 3.5 GHz spectrum band. This auction (Auction 105), commenced on July 23, 2020 and ended on August 25, 2020. This auction offered up to seven
PALs in each county-based license area, for a total of 22,631 PALs nationwide. Each PAL consists of a 10-megahertz unpaired channel in the 3.55-3.65 GHz band.
Cincinnati Bell was the winning bidder for 56 PALs (23 in Ohio, 20 in Kentucky, and 13 in Hawaii) at a total cost of $6.2 million.
52
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Form 10-K Part II
Broadband Internet Access/Net Neutrality
Cincinnati Bell Inc.
In an order adopted in 2005, the FCC provided wireline carriers the option of offering broadband Internet access as a non-regulated information service
(comparable treatment to cable modem Internet access at that time) or as a regulated telecommunications service. In 2007, CBT and Hawaiian Telcom elected the
non-regulated information service designation for broadband Internet access service. The FCC also ruled that wireless broadband service was a non-regulated
information service, placing it on the same regulatory footing as other broadband services such as cable modem service and wireline DSL service.
In conjunction with the adoption of the 2005 wireline broadband Internet access order, the FCC adopted a policy statement intended to ensure that broadband
networks are widely deployed, open, affordable, and accessible to all consumers. In April 2010, the D.C. Circuit Court of Appeals issued an opinion finding that an
FCC enforcement action regarding Comcast's network management practices exceeded the FCC's authority, causing the FCC to reassess its approach to crafting net
neutrality rules. In December 2010, the FCC adopted net neutrality rules that required broadband providers to publicly disclose network management practices,
restricted them from blocking Internet content and applications, and prohibited fixed broadband providers from engaging in unreasonable discrimination in
transmitting traffic. In January 2014, the D.C. Circuit Court of Appeals vacated the net neutrality order’s anti-blocking and anti-discrimination requirements
finding that they were akin to common carrier regulation. However, the Court upheld the transparency and disclosure requirements and found that the FCC has
general authority under Section 706 of the Communications Act to promulgate rules to encourage broadband deployment. In response to the Court’s decision, the
FCC adopted new rules in February 2015 under which it reclassified broadband Internet access as a telecommunications service under Title II of the
Communications Act. Although these new rules were appealed by numerous parties, in June 2016, the D.C. Circuit Court of Appeals upheld the FCC’s new rules
in their entirety. In November 2016, the FCC adopted an order establishing broadband privacy and security requirements for Internet service providers using its
authority under Title II. The restrictive new privacy rules diverged from the Federal Trade Commission framework that had for years set the standard for
protecting Internet users’ privacy.
In March 2017, Congress adopted a resolution under the Congressional Review Act to invalidate the new broadband privacy and security rules approved by the
FCC in November 2016. In December 2017, the FCC issued a Declaratory Ruling restoring the information service classification of broadband Internet access
service that existed prior to 2015 and affirmed that broadband consumer protection authority resides with the Federal Trade Commission. In the accompanying
Restoring Internet Freedom Order, the FCC required that Internet service providers disclose information about their practices relative to blocking, throttling, paid
prioritization, or affiliated prioritization. Challenges to the Restoring Internet Freedom Order were largely rejected by the D.C. Circuit Court of Appeals. In
October 2020, the FCC adopted an Order on Remand reaffirming its decision on the three discrete issues that had been remanded to it by the Court.
We expect that demands for broadband Internet access service to be reclassified as a telecommunications service will resurface again in 2021 in light of the
outcome of the 2020 election.
Robocalls
During 2019, the FCC took several steps to mitigate the impact of illegal robocalls and spoofed calls on consumers and businesses, including the Chairman calling
on the largest voice service providers to “voluntarily” adopt the secure telephone identity revisited signature-based handling of asserted information using tokens
(“STIR/SHAKEN”) call authentication standards developed by the Alliance for Telecommunications Industry Standards (“ATIS”). In addition, in December 2019,
Congress passed and President Trump signed into law the Pallone-Thune Telephone Robocall Abuse Criminal Enforcement and Deterrence Act (“Pallone-Thune
TRACED Act”). Under the Pallone-Thune TRACED Act, within 18 months, all voice service providers must implement the STIR/SHAKEN framework in their IP
networks and take reasonable measures to implement an effective call authentication framework in their non-IP networks. During 2020, the FCC adopted several
Orders to implement the provisions of the TRACED Act that require voice service providers to take proactive steps to mitigate the origination of illegal robocalls
from their networks. The Company is taking the steps necessary to comply with the new requirements.
State - Ohio and Kentucky - CBT, the Company’s ILEC in Ohio and Kentucky, moved from rate of return regulation to alternative regulation plans for its local
services in 1994. These alternative regulation plans restricted CBT’s ability to increase the price of basic local service and related services, but eliminated any
earnings cap associated with traditional rate of return regulation. Under alternative regulation, price increases and enhanced flexibility for some services partially
offset the effect of fixed pricing for basic local service and reduced pricing for other, primarily wholesale services.
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Form 10-K Part II
Cincinnati Bell Inc.
In Ohio, statutory changes enacted by the Ohio General Assembly in 2005 gave the Public Utilities Commission of Ohio (“PUCO”) the authority to provide ILECs
with pricing flexibility for basic local rates upon a showing that consumers have sufficient competitive alternatives (House Bill 218). As a result of that legislation,
the Company received authority from the PUCO to increase its rates for basic local exchange service in eight of its Ohio exchanges. In September 2010, the Ohio
General Assembly passed Substitute Senate Bill 162, which revised state policy concerning the provision of telecommunications service, repealed Ohio's
alternative regulation legislation, and authorized additional pricing flexibility for ILEC basic local exchange service (“BLES” - a standalone access line not bundled
with other services) upon a competitive showing by the ILEC. CBT filed an application for pricing flexibility under the new rules and, in January 2011, received
authority to increase the monthly rate for a standalone local service line throughout its Ohio serving area by $1.25 annually. Nearly all other retail services were
removed from rate regulation, including local service lines bundled with other services. Substitute SB 162 also provided cost savings and revenue opportunities
resulting from revision of the PUCO's retail rules and service standards beginning in January 2011. In June 2015, House Bill 64 was enacted, which included
provisions that could relieve ILECs from their carrier of last resort obligations, pending the outcome of the FCC’s IP Transition proceeding. As part of the
provisions of HB 64, the PUCO is currently conducting a process that would assist in the identification of BLES customers that might not have a competitive
alternative should the ILEC withdraw BLES as part of its transitioning from a circuit-switched TDM network to an IP Network. The 2015 rules have the potential
to provide CBT with substantial regulatory relief in Ohio in the future; however, there is no impact in the near-term. Finally, in December 2018, the General
Assembly passed House Bill 402 giving ILECs the ability to increase the monthly BLES rate by $2.00 annually. Beginning in 2022, BLES rate regulation will
cease entirely in exchanges in which the ILEC demonstrates that it has lost more than 50% of its access lines. The 2018 legislation also limited the PUCO’s
authority over other aspects of telecom regulation, including eliminating the PUCO’s authority to review and approve mergers and acquisitions for telecom
companies.
In Kentucky, CBT entered into an alternative regulation plan in July 2006 under terms established by the Kentucky General Assembly in House Bill No.
337. Under this plan, BLES prices were capped in exchange for earnings freedom and pricing flexibility on other retail services. The caps on BLES prices expired
in July 2011 providing CBT with flexibility to increase rates for basic local exchange service. In March 2015, the General Assembly passed House Bill 152, which
removed the Public Service Commission's authority to regulate terms, conditions, rates or availability of any retail service in urban exchanges (greater than 15,000
Households) for a modifying utility. In March 2017, the General Assembly passed Senate Bill 10, which extended the same privileges as HB 152 to all exchanges,
thus providing CBT with nearly complete deregulation for all retail services in Kentucky.
Hawaii - In Hawaii, the legislature and the Hawaii Public Utilities Commission (“HPUC”) have taken steps over the last decade to reduce rate regulation of some of
the services of the Company’s Hawaiian Telcom subsidiaries.
In 2009 and 2010, the Hawaii State Legislature required the HPUC to treat all intrastate retail telecommunications services, including intrastate toll (i.e., inter
island), central exchange (Centrex), most residential and business local exchange services, integrated service digital network (ISDN) private lines and special
assemblies, and directory assistance, as “fully competitive” under the HPUC’s rules with certain qualifications. As a result, HPUC approval and cost support filings
were no longer required to establish or reduce rates or to bundle service offerings; however, all service offerings were required to be priced above the service’s long
run incremental cost and HPUC retained the ability to suspend and investigate any offering. In 2012, the Hawaii State Legislature passed legislation that gave
Hawaiian Telcom pricing flexibility to increase tariffed intrastate rates for any retail telecommunications service without approval from the HPUC, with the
exception of basic exchange service (i.e., single line residential and single line business services).
In May 2019, the Hawaii State Legislature granted nearly full pricing flexibility to telecommunications carriers, including Hawaiian Telcom, for intrastate
telecommunications services. Rate changes for retail telecommunications services no longer need to be filed with and approved by the HPUC except for any price
increase greater than $6.50 on an annual basis for basic exchange services in counties with a population of less than 500,000. In addition, the traditional cost-of-
service regulatory framework that required cost support for retail telecommunications service offerings and pricing above a service’s long run incremental cost are
no longer applicable; however, the HPUC retains the ability to investigate any offering. The legislation also eliminated the requirements for providers of fully
competitive retail telecommunications services to obtain HPUC approval for financing and the sale or encumbrance of regulated property and assets, except when
such sale or encumbrance occurs as part of a merger or consolidation with any other public utility. Additional relief was also granted on reporting affiliated
transactions and accidents. Based on these regulatory reforms, the Company can now compete more effectively in Hawaii by making decisions based on
marketplace dynamics and other economic information.
Cable Franchises - Ohio, Kentucky and Indiana - The states of Ohio and Indiana permit statewide video service authorization. The Company is now authorized by
Ohio and Indiana to provide service in its self-described territory with only 10-day notification to the local government entity and other providers. The
authorization can be amended to include additional territory upon notification to the state. A franchise agreement with each local franchising authority is required
in Kentucky. The Company has agreements with fifty-three franchising authorities in Kentucky.
Hawaii - In Hawaii, cable franchises must be approved by the Hawaii Department of Commerce and Consumer Affairs. Since 2011, the Company’s Hawaiian
Telcom Services Company, Inc. subsidiary has held a cable franchise authorizing it to provide video services throughout the island of Oahu.
Recently Issued Accounting Standards
Refer to Note 2 of the consolidated financial statements for further information on recently issued accounting standards.
54
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Form 10-K Part II
Cincinnati Bell Inc.
Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement
This Form 10-K contains "forward-looking" statements, as defined in federal securities laws including the Private Securities Litigation Reform Act of 1995, which
are based on our current expectations, estimates, forecasts and projections. Statements that are not historical facts, including statements concerning plans,
objectives, goals, strategies, future events, future revenues or performance, financing needs, plans or intentions relating to acquisitions and restructuring, business
trends, statements regarding the MIP Merger and the expected timetable for completing the merger, are forward-looking statements. Words such as “expects,”
“anticipates,” “predicts,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “will,” “may,” “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. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ
materially from the forward-looking statements contained in this report. The following important factors, among other things, could cause or contribute to actual
results being materially and adversely different from those described or implied by such forward-looking statements, including, but not limited to:
•
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the global outbreak of COVID-19 and related government, private sector and individual consumer responsive actions have adversely affected the
Company’s business operations, employee availability, financial performance, liquidity and cash flow and are expected to continue to do so for an
unknown period of time;
the Company operates in highly competitive industries, and customers may not continue to purchase products or services, which would result in reduced
revenue and loss of market share;
the Company may be unable to grow its revenues and cash flows despite the initiatives it has have implemented;
failure to anticipate the need to introduce new products and services or to compete with new technologies may compromise the Company’s success in
the telecommunications industry;
the Company’s access lines, which generate a significant portion of its cash flows and profits, are decreasing in number. If the Company continues to
experience access line losses similar to the past several years, its revenues, earnings and cash flows from operations may be adversely impacted;
negotiations with the providers of content for our video programming may not be successful, potentially resulting in our inability to carry certain
programming channels, which could result in the loss of subscribers. In addition, due to the influence of some content providers, we may be forced to
pay higher rates for some content, resulting in increased costs;
the Company's failure to meet performance standards under its agreements could result in customers terminating their relationships with the Company
or customers being entitled to receive financial compensation, leading to reduced revenues and/or increased costs;
the Company generates a substantial portion of revenue by serving a limited geographic area;
one large customer accounts for a significant portion of the Company’s accounts receivable. The loss or significant reduction in business from this
customer would cause operating results to decline and could negatively impact profitability and cash flows;
maintaining the Company's telecommunications networks requires significant capital expenditures, and the Company's inability or failure to maintain its
telecommunications networks could have a material impact on the Company’s market share and ability to generate revenue;
increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers;
we may be liable for the material that content providers distribute over our networks;
an IT and/or network security breach or cyber-attack may lead to unauthorized use or disabling of our network, theft of customer data or other sensitive
data, unauthorized use or publication of our confidential business information and could have a material adverse effect on our business;
weather conditions, natural disasters, terrorist acts or acts of war could cause damage to our infrastructure and result in significant disruptions to our
operations;
the Company depends on a number of third-party providers and the loss of or problems with one or more of these providers may impede the Company’s
growth, cause it to lose customers or materially and adversely impact its business, financial condition, and results of operations;
a failure of back-office information technology systems could adversely affect the Company’s results of operations and financial condition;
55
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Form 10-K Part II
Cincinnati Bell Inc.
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
if the Company fails to extend or renegotiate its collective bargaining agreements with its labor unions when they expire, or if the Company’s unionized
employees were to engage in a strike or other work stoppage, the Company’s business and operating results could be materially harmed;
the Company’s debt could limit its ability to fund operations, raise additional capital, and fulfill its obligations, which, in turn, would have a material
adverse effect on the Company’s businesses and prospects generally;
the Company’s credit agreement, the indenture governing the Company's notes due 2024, the indenture governing the Company's notes due 2025 and
other indebtedness impose significant restrictions on the Company;
the Company depends on its revolving credit facility and receivables facility to provide for its short-term financing requirements in excess of amounts
generated by operations, and the availability of those funds may be reduced or limited;
the servicing of the Company’s indebtedness is dependent on its ability to generate cash, which could be impacted by many factors beyond the
Company’s control;
the Company depends on the receipt of dividends or other intercompany transfers from its subsidiaries and investments;
the uncertain economic environment, including uncertainty in the U.S. and world securities markets, could impact the Company's business and financial
condition;
adverse changes in the value of assets or obligations associated with the Company’s employee benefit plans could negatively impact shareowners’
deficit and liquidity;
the trading price of the Company's common stock may be volatile, and the value of an investment in the Company's common stock may decline;
there are material uncertainties and risks associated with the MIP merger agreement and Transaction;
the transaction may not be completed in a timely manner or at all;
failure to complete the Transaction could negatively impact the Company’s business, financial results and stock price;
the Company has incurred, and will incur, substantial direct and indirect costs as a result of the Transaction;
the Company’s future cash flows could be adversely affected if it is unable to fully realize its deferred tax assets;
changes in tax laws and regulations, and actions by federal, state and local taxing authorities related to the interpretation and application of such tax
laws and regulations, could have a negative impact on the Company's financial results and cash flows;
the regulation of the Company’s businesses by federal and state authorities may, among other things, place the Company at a competitive disadvantage,
restrict our ability to price our products and services competitively, and threaten our operating licenses;
third parties may claim that the Company is infringing upon their intellectual property, and the Company could suffer significant litigation or licensing
expenses or be prevented from selling products;
third parties may infringe upon the Company’s intellectual property, and the Company may expend significant resources enforcing its rights or suffer
competitive injury;
the Company could be subject to a significant amount of litigation, which could require the Company to pay significant damages or settlements; and
the Company could incur significant costs resulting from complying with, or potential violations of, environmental, health and human safety laws.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company does not
undertake any obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
56
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Form 10-K Part II
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Cincinnati Bell Inc.
The Company borrows funds at a combination of fixed and variable rates. The Company has exposure to interest rate risk, primarily in the form of variable-rate
borrowings from its Revolving Credit Facility and Receivables Facility, as well as changes in current rates compared to that of its fixed rate debt. Certain of our
variable rate debt, including debt under the Credit Agreement and the Receivables Facility, uses LIBOR as one of the benchmarks for establishing the rate of
interest and may be hedged with LIBOR-based interest rate derivatives. LIBOR is the subject of recent regulatory guidance and proposals for reform. On
November 30, 2020, ICE Benchmark Administration (“IBA”), the administrator of LIBOR, with the support of the United States Federal Reserve and the United
Kingdom’s Financial Conduct Authority, announced plans to consult on ceasing publication of U.S. Dollar LIBOR on December 31, 2021, for only the one week
and two month U.S. Dollar LIBOR tenors, and on June 30, 2023, for all other U.S. Dollar LIBOR tenors. While this announcement extends the transition period to
June 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop new U.S. Dollar LIBOR issuances by the end of 2021.
The Company's management periodically employs interest rate hedge contracts, such as swaps, to manage exposure to interest rate risk. The use of these types of
instruments to hedge a portion of our exposure to changes in interest rates carries additional risks, such as counterparty credit risk and the legal enforceability of
hedging contracts.
The Company had $1,085.2 million principal amount of fixed rate debt outstanding as of December 31, 2020 and 2019, excluding debt with a variable rate that is
effectively fixed by related interest rate hedge contracts. The estimated aggregate fair market value of this debt was $1,137.9 million and $1,137.5 million as of
December 31, 2020 and 2019, respectively. At December 31, 2020, the weighted average interest rate on fixed-rate debt is 7.3%.
At December 31, 2020, the Company had variable-rate borrowings of $19.5 million under the Tranche B Term Loan due 2024 not protected by interest rate hedge
contracts, $182.0 million of borrowings under the Receivables Facility, and $67.0 million of borrowings under the Credit Agreement's Revolving Credit Facility.
The estimated aggregate fair market value of this debt was $268.5 million as of December 31, 2020. At December 31, 2019, the Company had variable-rate
borrowings of $25.5 million under the Tranche B Term Loan due 2024 not protected by interest rate hedge contracts, $131.5 million of borrowings under the
Receivables Facility, and $57.0 million of borrowings under the Credit Agreement's Revolving Credit Facility. The estimated aggregate fair market value of this
debt was $214.1 million as of December 31, 2019. At December 31, 2020, the weighted average interest rate on variable rate debt is 2.7%. Due to the decline in the
LIBOR rate during 2020 as a result of the COVID-19 pandemic, the Company’s variable-rate borrowings under the Tranche B Term Loan and Receivables Facility
are utilizing the LIBOR rate floor according to the terms of each agreement, and consequently, a hypothetical decrease in the LIBOR rate would have no impact on
our annual interest expense for those borrowings. A hypothetical decrease of one hundred basis points in the LIBOR rate would decrease our annual interest
expense associated with the Credit Agreement’s Revolving Credit Facility by $0.7 million. A hypothetical increase of one hundred basis points in the LIBOR rate
would increase our annual interest expense by $2.4 million.
At December 31, 2020 and 2019, the Company had $586.5 million and $592.5 million, respectively, of variable-rate debt outstanding under the Tranche B Term
Loan due 2024 with $567.0 million of related floating-to-fixed interest rate swaps. The interest rate swaps are comprised of one swap with a notional amount of
$300.0 million and three swaps with a notional amount $89.0 million each. These swaps effectively fix the underlying one-month LIBOR rate at a weighted
average rate of 2.938%, 2.275%, 2.244% and 2.328%, respectively, plus the applicable margin per the requirements in the Credit Agreement. If the underlying
LIBOR interest rate increases or decreases by 100 basis points, the aggregate fair market value of the swaps at December 31, 2020 would increase by $5.3 million
or decrease by $0.6 million. If the underlying LIBOR interest rate increased or decreased by 100 basis points, the aggregate fair market value of the swaps at
December 31, 2019 would increase by $18.5 million or decrease by $12.9 million. The $300.0 million swap expires in June 2023 and the three $89.0 million swaps
expire in March 2024. For further information, see Footnote 11 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial
Statements and Supplementary Data.”
Foreign Currency Risk
IT Services and Hardware currently has business operations in Canada, the U.K. and India, and foreign currency risk might arise in the future. We do not currently
employ forward contracts or other financial instruments to mitigate foreign currency risk.
Commodity Price Risk
Certain of our operating costs are subject to price fluctuations caused by the volatility of the underlying commodity prices, such as gas utilized primarily by our
field operations group, and network and building materials, such as steel, fiber and copper, used in the construction of our networks.
57
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Form 10-K Part II
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Consolidated Financial Statements:
Management’s Report on Internal Control over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Shareowners’ Deficit
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Financial Statement Schedule:
For each of the three years in the period ended December 31, 2020:
II — Valuation and Qualifying Accounts
Cincinnati Bell Inc.
Page
59
60
63
64
65
66
67
68
148
Financial statement schedules other than those listed above have been omitted because the required information is contained in the financial statements and notes
thereto, or because such schedules are not required or applicable.
58
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Form 10-K Part II
Cincinnati Bell Inc.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Cincinnati Bell Inc. and its subsidiaries (the "Company") is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is designed to produce reliable
financial statements in conformity with accounting principles generally accepted in the United States.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated
Framework (2013). Based on this assessment, management has concluded that, as of December 31, 2020, the Company’s internal control over financial reporting is
effective based on those criteria.
The effectiveness of the Company’s internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their report included herein.
February 25, 2021
/s/ Leigh R. Fox
Leigh R. Fox
Chief Executive Officer
/s/ Andrew R. Kaiser
Andrew R. Kaiser
Chief Financial Officer
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Form 10-K Part II
Cincinnati Bell Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareowners and Board of Directors of Cincinnati Bell Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Cincinnati Bell Inc. and subsidiaries (the “Company”) as of December 31, 2020, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria
established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial
statements and financial statement schedule as of and for the year ended December 31, 2020, of the Company and our report dated February 25, 2021, expressed an
unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 25, 2021
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Form 10-K Part II
Cincinnati Bell Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareowners and Board of Directors of Cincinnati Bell Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cincinnati Bell Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the
related consolidated statements of operations, comprehensive income, shareowners’ deficit and cash flows, for each of the three years in the period ended
December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the
United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2021, expressed an unqualified opinion on the Company's
internal control over financial reporting.
Change in Accounting Principles
As discussed in Note 2 to the financial statements, the Company changed its method of accounting for leases due to the adoption of Accounting Standards Update
2016-02, Leases (“ASU 2016-02”), during 2019.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be
communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Income Taxes – Valuation Allowance — Refer to Notes 1 and 14 to the financial statements
Critical Audit Matter Description
The Company recognizes deferred taxes (including Federal net operating loss carryforwards, or “NOL carryforwards”) for temporary differences between the
financial statement and income tax basis of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse.
In addition, valuation allowances are recorded to reduce deferred tax assets to amounts that are more likely than not to be realized. The ultimate realization of the
remaining Federal deferred tax assets depends upon the ability to generate future taxable income in an amount sufficient to utilize such deferred tax assets prior to
any applicable expiration periods.
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Form 10-K Part II
Cincinnati Bell Inc.
As of December 31, 2020, the Company had $940.4 million of federal net operating loss carryforwards with a deferred tax asset value of $197.5 million.
Approximately $125.6 million of the Federal NOL carryforwards expire in 2023. In addition, the Company has recognized cumulative pre-tax losses for financial
statement purposes over the previous three-year period ended December 31, 2020, requiring the Company’s projections of future taxable income to be based on
objectively verifiable historical results. Based on those projections, the Company expects to realize the unreserved Federal deferred tax assets (including all Federal
NOL carryforwards) prior to their expiration. While U.S. tax laws limit the annual utilization of tax loss carryforwards of acquired entities, the Company also
expects to fully utilize the tax carryforwards associated with their 2018 acquisition of Hawaiian Telcom Holdco, Inc.
We identified management's assertion that the unreserved Federal deferred income tax assets are more likely than not going to be realized as a critical audit matter
due to the significance of management's judgments and the inherent uncertainty in forecasting financial results, coupled with the specialized tax knowledge that is
necessary to accurately schedule future taxable income and deductions. A high degree of auditor judgment and the involvement of our tax specialists was required
when performing audit procedures to evaluate management's assertion.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to evaluate management’s assertion that the unreserved Federal deferred tax assets (including Federal NOL carryforwards) are more likely
than not realizable included the following:
•
•
•
•
•
•
We tested the effectiveness of the Company’s controls over income taxes, including those over the calculation of the valuation allowance and the
projections of future taxable income.
We evaluated management’s projections of future taxable income by:
•
•
Evaluating management’s ability to accurately project future reversals of temporary differences including the use of tax planning strategies
by comparing these projections to historical results, evaluation of current tax laws, and our understanding of anticipated future events.
Testing the reasonableness of management’s determination of the Company’s objectively verifiable income by testing management’s
calculation to verify:
•
•
•
Testing that applicable amounts agree to historical results
Testing the normalization for appropriate one-time items
Evaluating that non-deductible interest amounts are reasonable based on prior year historical results and current tax laws.
We evaluated management’s assessment that it is more likely than not that sufficient taxable income will be generated in the future to utilize the
unreserved Federal deferred tax assets.
We tested the mathematical accuracy of the Company’s valuation allowance analysis.
We evaluated whether the projections of future taxable income were consistent with evidence obtained in other areas of the audit.
We evaluated the sufficiency of the Company’s disclosures related to the realizability of deferred income tax assets and valuation allowances in the
financial statements.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 25, 2021
We have served as the Company's auditor since 2005.
62
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Form 10-K Part II
Assets
Current assets
Cash and cash equivalents
Receivables, less allowances of $23.0 and $14.3
Inventory, materials and supplies
Prepaid expenses
Other current assets
Total current assets
Property, plant and equipment, net
Operating lease right-of-use assets
Goodwill
Intangible assets, net
Deferred income tax assets
Other noncurrent assets
Total assets
Liabilities and Shareowners’ Deficit
Current liabilities
Current portion of long-term debt
Accounts payable
Unearned revenue and customer deposits
Accrued taxes
Accrued interest
Accrued payroll and benefits
Other current liabilities
Total current liabilities
Long-term debt, less current portion
Operating lease liabilities
Pension and postretirement benefit obligations
Pole license agreement obligation
Deferred income tax liabilities
Other noncurrent liabilities
Total liabilities
Shareowners’ deficit
Cincinnati Bell Inc.
CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except share amounts)
Cincinnati Bell Inc.
December 31,
2020
December 31,
2019
$
$
$
$
12.2 $
369.6
35.5
33.5
8.3
459.1
1,729.1
37.4
161.5
148.1
82.5
50.9
2,668.6 $
21.8 $
299.2
68.9
28.1
26.7
50.5
50.9
546.1
1,949.9
33.6
200.2
36.7
10.9
82.3
2,859.7
129.4
0.5
2,670.3
(2,831.6)
(159.7)
(191.1)
2,668.6 $
11.6
307.7
44.6
28.3
11.6
403.8
1,780.8
35.8
160.5
155.4
59.3
58.2
2,653.8
22.3
284.6
59.1
29.1
26.8
49.0
52.6
523.5
1,901.3
32.1
215.5
38.0
11.7
71.7
2,793.8
129.4
0.5
2,676.2
(2,776.0)
(170.1)
(140.0)
2,653.8
Preferred stock, 2,357,299 shares authorized; 155,250 shares (3,105,000 depositary shares) of 6 3/4%
Cumulative Convertible Preferred Stock issued and outstanding at December 31, 2020 and 2019;
liquidation preference $1,000 per share ($50 per depositary share)
Common shares, $.01 par value; 96,000,000 shares authorized; 50,680,605 and 50,420,700 shares issued
and outstanding at December 31, 2020 and 2019, respectively
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total shareowners’ deficit
Total liabilities and shareowners’ deficit
The accompanying notes are an integral part of the consolidated financial statements.
63
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Form 10-K Part II
Cincinnati Bell Inc.
Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts)
Revenue
Costs and expenses
Cost of services and products, excluding items below
Selling, general and administrative
Depreciation and amortization
Restructuring and severance related charges
Transaction and integration costs
Total operating costs and expenses
Operating income
Interest expense
Loss on extinguishment of debt, net
Other components of pension and postretirement benefit plans expense
Other income, net
Loss before income taxes
Income tax (benefit) expense
Net loss
Preferred stock dividends
Net loss applicable to common shareowners
Basic and diluted net loss per common share
Weighted-average common shares outstanding (millions)
Basic
Diluted
2020
Year Ended December 31,
2019
2018
$
1,559.8 $
1,536.7 $
1,378.2
802.0
346.5
293.4
16.9
35.0
1,493.8
66.0
134.2
—
14.1
(1.2)
(81.1)
(25.5)
(55.6)
10.4
(66.0) $
784.6
354.4
304.9
6.9
12.8
1,463.6
73.1
139.6
—
11.2
(0.5)
(77.2)
(10.6)
(66.6)
10.4
(77.0) $
698.7
313.4
252.0
8.3
22.5
1,294.9
83.3
131.5
1.3
12.5
(1.6)
(60.4)
9.4
(69.8)
10.4
(80.2)
(1.30) $
(1.53) $
(1.73)
50.6
50.6
50.4
50.4
46.3
46.3
$
$
The accompanying notes are an integral part of the consolidated financial statements.
64
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Form 10-K Part II
Cincinnati Bell Inc.
Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions)
Net loss
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)
Cash flow hedges:
2020
Year Ended December 31,
2019
2018
$
(55.6) $
(66.6) $
2.2
3.7
Unrealized loss on cash flow hedges arising during the period, net of tax of ($3.4), ($3.7),
($1.4)
Reclassification adjustment for net losses included in net income, net of tax of $2.0, $0.5,
$0.3
Defined benefit plans:
Net (loss) gain arising from remeasurement during the period, net of tax of ($0.8), $0.7,
($1.6)
Amortization of prior service benefits included in net income, net of tax of ($0.6), ($0.6),
($0.7)
Amortization of net actuarial loss included in net income, net of tax of $4.4, $3.6, $4.7
Reclassification adjustment for pension settlement charges included in net income, net of
tax of $0.9, $0.0
Total other comprehensive income (loss), net of tax
Total comprehensive loss
(11.4)
6.4
(2.7)
(1.9)
14.9
(12.5)
1.7
2.5
(1.9)
11.9
2.9
10.4
(45.2) $
—
5.4
(61.2) $
$
The accompanying notes are an integral part of the consolidated financial statements.
65
(69.8)
(6.5)
(4.8)
0.9
(5.5)
(2.4)
16.4
0.1
(1.8)
(71.6)
Table of Contents
Form 10-K Part II
Cincinnati Bell Inc.
Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF SHAREOWNERS' DEFICIT
(in millions)
Balance at December 31, 2017
Net loss
Other comprehensive loss
Shares issued under employee plans
Shares purchased under employee plans and other
Stock-based compensation
Dividends on preferred stock
Stock consideration for acquisition of Hawaiian
Telcom
Balance at December 31, 2018
Net loss
Other comprehensive income
Shares issued under employee plans
Shares purchased under employee plans and other
Stock-based compensation
Dividends on preferred stock
Balance at December 31, 2019
Net loss
Other comprehensive income
Shares issued under employee plans
Shares purchased under employee plans and other
Stock-based compensation
Dividends on preferred stock
Balance at December 31, 2020
6 3/4% Cumulative
Convertible
Preferred Shares
Common Shares
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
3.1
—
—
—
—
—
—
—
3.1
—
—
—
—
—
—
3.1 $
—
—
—
—
—
—
3.1 $
129.4
—
—
—
—
—
—
—
129.4
—
—
—
—
—
—
129.4
—
—
—
—
—
—
129.4
42.2
—
—
0.3
—
—
—
7.7
50.2
—
—
0.2
—
—
—
50.4 $
—
—
0.3
—
—
—
50.7 $
0.4
—
—
—
—
—
—
0.1
0.5
—
—
—
—
—
—
0.5 $
—
—
—
—
—
—
0.5 $
2,565.6
—
—
0.2
(2.1)
5.6
(10.4)
121.1
2,680.0
—
—
—
(0.8)
7.4
(10.4)
2,676.2 $
—
—
—
(1.1)
5.6
(10.4)
2,670.3 $
(2,639.6)
(69.8)
—
—
—
—
—
—
(2,709.4)
(66.6)
—
—
—
—
—
(2,776.0) $
(55.6)
—
—
—
—
—
(2,831.6) $
(173.7)
—
(1.8)
—
—
—
—
—
(175.5)
—
5.4
—
—
—
—
(170.1) $
—
10.4
—
—
—
—
(159.7) $
(117.9)
(69.8)
(1.8)
0.2
(2.1)
5.6
(10.4)
121.2
(75.0)
(66.6)
5.4
—
(0.8)
7.4
(10.4)
(140.0)
(55.6)
10.4
—
(1.1)
5.6
(10.4)
(191.1)
The accompanying notes are an integral part of the consolidated financial statements.
66
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Form 10-K Part II
Cincinnati Bell Inc.
Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
2020
Year Ended December 31,
2019
2018
$
(55.6) $
(66.6) $
Cash flows from operating activities
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
Loss on extinguishment of debt
Provision for loss on receivables
Noncash portion of interest expense
Deferred income taxes
Pension and other postretirement payments less than (in excess of) expense
Stock-based compensation
Other, net
Changes in operating assets and liabilities:
(Increase) decrease in receivables
Decrease in inventory, materials, supplies, prepaid expenses and other current assets
Increase (decrease) in accounts payable
Increase in accrued and other current liabilities
Decrease (increase) in other noncurrent assets
Increase (decrease) in other noncurrent liabilities
Net cash provided by operating activities
Cash flows from investing activities
Capital expenditures
Acquisitions of businesses, net of cash acquired
Wireless spectrum license purchase
Other, net
Net cash used in investing activities
Cash flows from financing activities
Net increase (decrease) in corporate credit and receivables facilities with initial maturities
less than 90 days
Repayment of debt
Debt issuance costs
Dividends paid on preferred stock
Other, net
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
$
293.4
—
14.7
5.5
(27.7)
1.0
5.6
0.4
(74.9)
5.0
15.8
6.8
13.7
2.4
206.1
(223.6)
—
(6.4)
3.6
(226.4)
60.2
(22.4)
(0.7)
(10.4)
(1.1)
25.6
0.3
5.6
11.6
17.2 $
304.9
—
12.5
6.2
(10.9)
(0.1)
7.4
(5.0)
27.6
5.0
(40.0)
13.0
9.3
(4.2)
259.1
(223.8)
—
—
0.5
(223.3)
(6.1)
(21.5)
(0.8)
(10.4)
(0.8)
(39.6)
—
(3.8)
15.4
11.6 $
(69.8)
252.0
1.3
8.4
5.4
6.9
(7.2)
5.6
(3.5)
(83.1)
2.2
95.1
10.5
(0.9)
(8.2)
214.7
(220.6)
(216.8)
—
—
(437.4)
194.6
(328.7)
(11.7)
(10.4)
(1.9)
(158.1)
(0.3)
(381.1)
396.5
15.4
The accompanying notes are an integral part of the consolidated financial statements.
67
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Form 10-K Part II
Cincinnati Bell Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cincinnati Bell Inc.
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.
As of December 31, 2020, we operate our business through the following segments: Entertainment and Communications and IT Services and Hardware.
The Company has approximately 4,600 employees as of December 31, 2020. Approximately 25% of total employees are covered by collective bargaining
agreements with the Communications Workers of America (“CWA”) and the International Brotherhood of Electrical Workers ("IBEW)" Local 1357. The effective
dates for collective bargaining agreements with the CWA and IBEW range through the second quarter of 2021 and third quarter of 2022, respectively.
Basis of Presentation — The consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission ("SEC") and, in the opinion of management, include all adjustments necessary for a fair presentation of the results of operations,
comprehensive income, financial position and cash flows for each period presented.
Basis of Consolidation — The consolidated financial statements include the consolidated accounts of Cincinnati Bell Inc. and its majority-owned subsidiaries over
which it exercises control. Intercompany accounts and transactions have been eliminated in the consolidated financial statements.
Use of Estimates — The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make
estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. Significant items subject to such estimates and
judgments include: the carrying value of property, plant and equipment; the valuation of allowances for receivables and deferred income taxes; reserves recorded
for income tax exposures; assets and liabilities related to employee benefits; the valuation of deferred costs under Accounting Standards Codification ("ASC") 606,
“Revenue Recognition”; purchase price allocation for acquired businesses; and the valuation of intangible assets and goodwill. In the normal course of business,
the Company is also 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 GAAP. Such matters are subject to many uncertainties and outcomes that are not predictable
with assurance. We periodically review our estimates in light of changes in circumstances, facts and experience. The effects of material revisions in estimates are
reflected in our financial statements prospectively from the date of the change in estimate.
Cash, Cash Equivalents and Restricted Cash — Cash consists of funds held in bank accounts. Cash equivalents consist of short-term, highly liquid investments
with original maturities of three months or less. Restricted cash consists of funds held in an escrow account associated with the pending transaction to acquire
substantially all of the operating assets of Paniolo Cable Company, LLC (“Paniolo”). See Note 4 for further information related to this
transaction. Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the
Consolidated Statements of Cash Flows. A reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet follows:
(dollars in millions)
Cash and cash equivalents
Restricted cash included in Other noncurrent assets
Cash, cash equivalents and restricted cash per Consolidated Statements of Cash Flows $
$
December 31, 2020
December 31, 2019
December 31, 2018
12.2 $
5.0
17.2 $
11.6 $
—
11.6 $
15.4
—
15.4
68
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Form 10-K Part II
Cincinnati Bell Inc.
Receivables — Receivables consist principally of trade receivables from customers and are generally unsecured and due within 21 - 90 days. The Company has
receivables with one customer, Verizon Communications Inc., which make up 20% and 25% of the outstanding accounts receivable balance at December 31, 2020
and 2019, respectively. Unbilled receivables arise from services rendered but not yet billed. As of December 31, 2020 and 2019, unbilled receivables totaled $41.0
million and $15.3 million, respectively. Expected credit losses related to trade receivables are recorded as an allowance for uncollectible accounts in the
Consolidated Balance Sheets. The Company establishes the allowances for uncollectible accounts using percentages of aged accounts receivable balances to reflect
the historical average of credit losses as well as specific provisions for certain identifiable, potentially uncollectible balances. When internal collection efforts on
accounts have been exhausted, the accounts are written off and the associated allowance for uncollectible accounts is reduced. In 2020, in response to the
pandemic, the Company participated in the Keep Americans Connected Pledge (“Pledge”), and as a result, we temporarily suspended involuntary account
terminations. The Company continued to record allowance for uncollectible accounts but write-offs were delayed until the expiration of the Pledge and past due
accounts could pass through the standard collection process. Due to this reduction of write-offs in 2020, the allowance for uncollectible accounts is $23.0 million
at December 31, 2020 compared to $14.3 million at December 31, 2019.
Factoring Arrangements — In the second quarter of 2018, the Company executed an amendment of its Receivables Facility that includes an option for Cincinnati
Bell Funding LLC (“CBF”) to sell certain receivables, on a non-recourse basis, directly to PNC Bank. The terms of the factoring arrangement provides for the
factoring of certain receivables, which are purchased at the face amount of the receivable discounted at the annual rate of LIBOR plus a bank determined spread on
the purchase date. Such sales of accounts receivable are reflected as a reduction of "Receivables, less allowances" in the Consolidated Balance Sheets as they meet
the applicable criteria in ASC 860, "Transfers and Servicing." The fees recorded in relation to such sales of accounts receivable were immaterial in 2020 and $0.7
million in 2019, and are included in "Selling, general, and administrative" in the Consolidated Statements of Operations. As of December 31, 2020, there was no
outstanding balance of receivables sold under the terms of the factoring agreement. As of December 31, 2019, the outstanding balance of receivables sold under
the terms of the factoring agreement was $44.7 million. See Note 8 for further information related to the Receivables Facility.
Inventory, Materials and Supplies — Inventory, materials and supplies consists of network components, various telephony and IT equipment to be sold to
customers, maintenance inventories, and other materials and supplies, which are carried at the lower of average cost or market.
Property, Plant and Equipment — Property, plant and equipment is stated at original cost and presented net of accumulated depreciation and impairment
losses. Property, plant and equipment acquired in conjunction with the acquisition of Hawaiian Telcom was stated at fair value in accordance with ASC 805,
“Business Combinations.” Maintenance and repairs are charged to expense as incurred while improvements, which extend an asset's useful life or increase its
functionality, are capitalized and depreciated over the asset's remaining life. The majority of the Entertainment and Communications network property, plant and
equipment used to generate its voice and data revenue is depreciated using the group method, which develops a depreciation rate annually based on the average
useful life of a specific group of assets rather than for each individual asset as would be utilized under the unit method. Provision for depreciation of other
property, plant and equipment, except for leasehold improvements, is based on the straight-line method over the estimated economic useful life. Depreciation of
leasehold improvements is based on a straight-line method over the lesser of the economic useful life of the asset or the term of the lease, including optional
renewal periods if renewal of the lease is reasonably assured.
Additions and improvements, including interest and certain labor costs incurred during the construction period, are capitalized. The Company records the fair value
of a legal liability for an asset retirement obligation in the period it is incurred. The estimated removal cost is initially capitalized and depreciated over the
remaining life of the underlying asset. The associated liability is accreted to its present value each period. Once the obligation is ultimately settled, any difference
between the final cost and the recorded liability is recognized as gain or loss on disposition.
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 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. Annual impairment test was not considered
necessary in 2020 due to transfer of the licenses occurring in the fourth quarter of 2020.
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Form 10-K Part II
Cincinnati Bell Inc.
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.
Cost Method Investments — Certain of our cost method investments do not have readily determinable fair values. The carrying value of these investments was
$6.9 million and $6.6 million as of December 31, 2020 and 2019, respectively, and was included in "Other noncurrent assets" in the Consolidated Balance
Sheets. Investments are reviewed annually to determine if changes in circumstances exist that would indicate the carrying value may not be recoverable. If
indicators are present then an analysis is performed to determine if carrying value exceeds the estimate fair value.
Leases — The Company adheres to lease accounting principles described in ASC 842, “Leases.” Under ASC 842, the Company determines if an arrangement is a
lease at inception based on the facts and circumstances present. In lease transactions where the Company acts as the lessor, the lease component is accounted for in
accordance with ASC 842, and the non-lease component is accounted for in accordance with ASC 606. Although separation of lease and non-lease components is
required, certain practical expedients are available that release the Company from this requirement. Adoption of the practical expedient allows the Company to
account for each lease component and the related non-lease component together as a single component provided that the timing and patterns of revenue recognition
for the components are the same and the combined, single unit of account would be classified as an operating lease. The Company's operating leases for certain
services that include Customer Premise Equipment, including handsets and set-top boxes, have lease and non-lease components. In these arrangements,
management has concluded that the non-lease components are the predominant characteristic, and, as a result, the Company has elected to account for these
arrangements as one single non-lease component recorded as "Revenue" in the Consolidated Statements of Operations in accordance with ASC 606.
Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising
from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease
term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.
The Company's lease terms include options to extend, terminate or buyout the lease when it is reasonably certain that we will exercise that option. Leases that have
contract prices based on variable factors, such as power usage, are recognized as variable lease expense in the period in which the obligation for those payments are
incurred. Lease expense for variable lease payments is recognized on a straight-line basis over the lease term.
Treasury Shares — The repurchase of common shares is recorded at purchase cost as treasury shares. Our policy is to retire, either formally or constructively,
treasury shares that management anticipates will not be reissued. Upon retirement, the purchase cost of the treasury shares that exceeds par value is recorded as a
reduction to “Additional paid-in capital” in the Consolidated Balance Sheets.
Revenue Recognition — The Company adheres to revenue recognition principles described in ASC 606. Under ASC 606, revenue is recognized when the
Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange
for those goods or services. A good or service is considered to be transferred when the customer obtains control.
Revenue derived from foreign operations is approximately 5%, 5% and 6% of consolidated revenue in 2020, 2019 and 2018, respectively.
Entertainment and Communications — Revenues from local telephone, special access, internet product and video services, which are billed monthly prior to
performance of service, are not recognized upon billing or cash receipt but rather are deferred until the service is provided. Consumer long distance, switched
access and other usage based charges are billed monthly in arrears. Entertainment and Communications bills service revenue in regular monthly cycles, which are
spread throughout the days of the month. As the last day of each billing cycle rarely coincides with the end of the reporting period for usage-based services such as
long distance and switched access, we must estimate service revenues earned but not yet billed. These estimates are based upon historical usage, and we adjust
these estimates during the period in which actual usage is determinable, typically in the following reporting period.
Pricing of local voice services is generally subject to oversight by both state and federal regulatory commissions. Such regulation also covers services, competition,
and other public policy issues. Various regulatory rulings and interpretations could result in increases or decreases to revenue in future periods.
For long-term indefeasible right of use, or IRU, contracts for fiber circuit capacity, the Company may receive up-front payments for services to be delivered for a
period of up to 25 years. In these situations, the Company defers the revenue and amortizes it on a straight-line basis to earnings over the term of the contract. See
Note 3 for further information.
70
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Form 10-K Part II
Cincinnati Bell Inc.
IT Services and Hardware — Revenue is generally recognized as the service is provided. Maintenance on telephony equipment is deferred and recognized ratably
over the term of the underlying customer contract, generally one to three years.
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. Installation service revenue is generally recognized when installation is complete. We sell equipment and installation services on both a
combined and standalone basis.
For the sale of hardware within the Infrastructure Solutions category, the Company evaluated whether it is the principal (in which case we report revenues on a
gross basis) or the agent (in which case we report revenues on a net basis). 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.
Advertising Expenses — Costs related to advertising are expensed as incurred. Advertising costs were $15.6 million, $18.6 million, and $14.2 million in 2020,
2019, and 2018, respectively.
Legal Expenses — In the normal course of business, the Company is involved in various claims and legal proceedings. Legal costs incurred in connection with
loss contingencies are expensed as incurred. Legal claim accruals are recorded once determined to be both probable and estimable.
Income, Operating, and Regulatory Taxes
Income taxes — The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as various foreign, state and local
jurisdictions. The provision for income taxes is based upon income in the consolidated financial statements, rather than amounts reported on the income tax
return. The income tax provision consists of an amount for taxes currently payable and an amount for tax consequences deferred to future periods. Deferred
income taxes are provided for temporary differences between financial statement and income tax assets and liabilities. Deferred income taxes are recalculated
annually at rates then in effect. Valuation allowances are recorded to reduce deferred tax assets to amounts that are more likely than not to be realized. The ultimate
realization of the deferred income tax assets depends upon the ability to generate future taxable income during the periods in which basis differences and other
deductions become deductible and prior to the expiration of the net operating loss carryforwards.
Previous tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires.
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.
Regulatory taxes — The Company incurs federal and state regulatory taxes on certain revenue producing transactions. We are permitted to recover certain of these
taxes by billing the customer; however, collections cannot exceed the amount due to the federal regulatory agency. These federal regulatory taxes are presented in
revenue and cost of services on a gross basis because, while the Company is required to pay the tax, it is not required to collect the tax from customers and, in fact,
does not collect the tax from customers in certain instances. The amounts recorded as revenue for 2020, 2019 and 2018 were $32.2 million, $29.2 million and
$22.2 million, respectively. The amounts reported as expense for 2020, 2019 and 2018 were $34.2 million, $32.5 million, and $23.4 million, respectively. We
record all other federal taxes collected from customers on a net basis.
Stock-Based Compensation — Compensation cost is recognized for all share-based awards to employees and non-employee directors. We value all share-based
awards to employees at fair value on the date of grant and expense this amount over the required service period, generally defined as the applicable vesting period.
For awards which contain a performance condition, compensation expense is recognized over the service period, when achievement of the performance condition is
deemed probable. The fair value of stock options and stock appreciation rights is determined using the Black-Scholes option-pricing model using assumptions such
as volatility, risk-free interest rate, holding period and dividends. The fair value of stock awards is based on the Company’s closing share price on the date of
grant. For all share-based payments, the Company accounts for forfeitures as they occur. Actual forfeiture activity reduces the total fair value of the awards to be
recognized as compensation expense. When an award is granted to an employee who is retirement eligible, the compensation cost is recognized over the service
period up to the date that the employee first becomes eligible to retire.
71
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Form 10-K Part II
Cincinnati Bell Inc.
Pension and Postretirement Benefit Plans — The Company maintains qualified and non-qualified defined benefit pension plans, and also provides postretirement
healthcare and life insurance benefits for eligible employees. We recognize the overfunded or underfunded status of the defined benefit pension and other
postretirement benefit plans as either an asset or liability. Changes in the funded status of these plans are recognized as a component of comprehensive income
(loss) in the year they occur. Pension and postretirement healthcare and life insurance benefits earned during the year and interest on the projected benefit
obligations are accrued and recognized currently in net periodic benefit cost. Prior service costs and credits are amortized over the average remaining life
expectancy of participants or remaining service period, based upon whether plan participants are mostly retirees or active employees. Net gains or losses resulting
from differences between actuarial estimates or from changes in actuarial assumptions are recognized as a component of annual net periodic benefit
cost. Unrecognized actuarial gains or losses that exceed 10% of the projected benefit obligation are amortized on a straight-line basis over the average remaining
service life of active employees for the Cincinnati pension plans (approximately 7-11 years) and Hawaii postretirement plans (approximately 7-8 years), average
remaining life expectancy of retirees for the Cincinnati postretirement plans (approximately 14-15 years) and average remaining life expectancy of participants for
the Hawaii union pension plan (approximately 31 years). The accumulated gains or losses associated with the nonunion Hawaii pension plan do not exceed the
corridor requiring amortization.
Derivative Financial Instruments — The Company accounts for derivative financial instruments by recognizing derivative instruments as either assets or
liabilities in the Consolidated Balance Sheets at fair value and recognizing the resulting gains or losses as adjustments to the Consolidated Statements of Operations
or "Accumulated Other Comprehensive Loss." The Company does not hold or issue derivative financial instruments for trading or speculative purposes.
For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated and qualify as cash flow hedges, the gain or loss
on the derivative instrument is reported as a component of "Accumulated Other Comprehensive Loss" in stockholder's equity and reclassified into earnings in the
same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in
offsetting changes to expected future cash flows on hedged transactions. Derivatives that do not qualify as hedges are adjusted to fair value through earnings in the
current period.
Business Combinations — In accounting for business combinations, we apply the accounting requirements of ASC 805, which requires the recording of net assets
of acquired businesses at fair value. The Company utilizes management estimates and an independent third-party valuation firm to assist in determining the fair
values of acquired assets and assumed liabilities. In developing estimates of the fair value of net assets, the Company 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.
Fair Value Measurements — Fair value of financial and non-financial assets and liabilities is defined as the price representing the amount that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is utilized to measure certain investments on a
recurring basis. Fair value measurements are also utilized to determine the initial value of assets and liabilities acquired in a business combination, to perform
impairment tests, and for disclosure purposes.
Management uses quoted market prices and observable inputs to the maximum extent possible when measuring fair value. In the absence of quoted market prices
or observable inputs, fair value is determined using valuation models that incorporate assumptions that a market participant would use in pricing the asset or
liability.
Fair value measurements are classified within one of three levels, which prioritize the inputs used in the methodologies of measuring fair value for assets and
liabilities, as follows:
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.
Foreign Currency Translation and Transactions — The financial position of foreign subsidiaries is translated at the exchange rates in effect at the end of the
period, while revenues and expenses are translated at average rates of exchange during the period. Gains or losses from translation of foreign operations where the
local currency is the functional currency are included as components of accumulated other comprehensive income. Gains and losses arising from foreign currency
transactions are recorded in "Other (income) expense, net" in the period incurred.
72
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Form 10-K Part II
2.
Recently Issued Accounting Standards
Cincinnati Bell Inc.
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-02, Leases, which represents a
wholesale change to lease accounting. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2016-02 but did not change the core
principal. The standard introduces a lessee model that brings most leases onto the balance sheet, as well as aligns certain underlying principles of the new lessor
model with those in ASC 606. The ASU is effective for public entities for fiscal years beginning after December 15, 2018. The Company adopted the standard and
all subsequent amendments effective January 1, 2019, using the modified retrospective transition method, which did not require the Company to adjust comparative
periods.
The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical
assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition to the package of practical expedients, the
Company elected the practical expedients of using hindsight in determining the lease term and in assessing impairment of the entity’s right-of-use assets as well as
not to assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842.
Upon adoption of this standard, the Company recognized operating lease right-of-use assets of $38.3 million and operating lease liabilities of $46.2 million in the
Consolidated Balance Sheets for 2019. The Company elected the practical expedient outlined in ASU 2018-11 allowing entities to initially apply the new lease
standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The adoption of
ASU 2016-02 had no impact to accumulated deficit.
The Company implemented internal controls and procured a third-party lease accounting software solution to facilitate the ongoing accounting and financial
reporting requirements of the ASU. The standard did not have a material impact on our Consolidated Statements of Operations for 2019. The most significant
impact was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially
unchanged. See Note 9 for required disclosures as a result of adopting ASC 842.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which replaces the incurred loss model with the current expected
credit loss (“CECL”) model to estimate credit losses for financial assets measured at amortized cost and certain off-balance sheet credit exposures. The CECL
model requires a company to estimate credit losses expected over the life of the financial assets based on all relevant information including historical information,
current conditions and reasonable and supportable forecasts that affect the collectability of the amounts. This standard is effective for public entities for fiscal years
beginning after December 15, 2019. The standard requires a modified retrospective approach by recording a cumulative-effect adjustment to retained earnings as of
the beginning of the first reporting period in which the guidance is effective. ASU 2016-13 was amended in November 2018 by the provisions of ASU 2018-19,
Codification Improvements to Topic 326, Financial Instruments – Credit Losses, in April 2019 by the provisions of ASU 2019-04, Codification Improvements to
Topic 326, Financial Instruments – Credit Losses, in May 2019 by the provisions of ASU 2019-05, Financial Instruments – Credit Loses (Topic 326), and in
November 2019 by the provisions of ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. The Company adopted this
ASU and all subsequent amendments effective January 1, 2020. The adoption of this standard, as amended, did not have a material effect on the Company’s
consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software, which aligns the accounting for implementation costs
incurred in a hosting arrangement that is a service contract with the requirements in ASC 350-40 for capitalizing implementation costs incurred to develop or obtain
internal-use software. The amendments in this ASU also require the entity to present the expense related to the capitalized implementation costs in the same line
item in the statement of income as the fees associated with the hosting element of the arrangement and classify payments for capitalized implementation costs in the
statement of cash flows in the same manner as payments made for fees associated with the hosting element. The amendments in this ASU are effective for public
business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments should be applied either
retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption is permitted in any interim period after issuance of
the update. The Company early adopted this standard prospectively effective January 1, 2019. The adoption of this standard did not have a material impact on the
Company’s consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for
income taxes, eliminates certain exceptions within Income Taxes (740), and clarifies certain aspects of the current guidance to promote consistency among
reporting entities, and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020. Most amendments within
ASU 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The
Company plans to adopt the standard effective January 1, 2021. The Company has evaluated the amendments that must be applied on a retrospective or modified
retrospective basis and concluded that no adjustments are necessary. The company will apply all other amendments on a prospective basis and does not expect the
changes to have a material effect on its consolidated financial statements.
73
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Form 10-K Part II
Cincinnati Bell Inc.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.
The ASU is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease
the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to
alternative reference rates. These amendments are effective as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020
and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The
Company is currently evaluating our contracts and the optional expedients provided by the new standard.
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in
Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. The ASU reduces the number of
accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As compared with current U.S. GAAP,
more convertible debt instruments will be reported as a single liability instrument and the interest rate of more convertible debt instruments will be closer to the
coupon interest rate. In addition, the ASU increases information related to disclosures for convertible instruments and aligns the consistency of diluted Earnings Per
Share ("EPS") calculations for convertible instruments by requiring that (1) an entity use the if-converted method and (2) share settlement be included in the diluted
EPS calculation for both convertible instruments and equity contracts when those contracts include an option of cash settlement or share settlement. The ASU is
effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than
fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact this guidance
may have on its consolidated financial statements and related disclosures and plans to adopt for the fiscal year beginning January 1, 2022.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not
expected to have a material impact on the Company’s consolidated financial statements upon adoption.
3.
Revenue
The Entertainment and Communications segment provides products and services to both consumer and enterprise customers that can be categorized as either
Fioptics in Cincinnati or Consumer/SMB Fiber in Hawaii (collectively, "Consumer/SMB Fiber"), Enterprise Fiber or Legacy. The products and services within
these three categories can be further categorized as either Data, Voice, Video or Other. Consumer/SMB Fiber and Legacy revenue include both consumer and
commercial customers. Enterprise Fiber revenue includes ethernet and dedicated internet access services that are provided to enterprise customers. Enterprise
Fiber also includes revenue associated with the Southeast Asia to United States ("SEA-US") trans-Pacific submarine cable system, which was acquired in
conjunction with the acquisition of Hawaiian Telcom in the third quarter of 2018, and connects Indonesia, the Philippines, Guam, Hawaii and the mainland United
States.
Residential customers have implied month-to-month contracts, while commercial customers, with the exception of contracts associated with the SEA-US cable
system, typically have contracts with a duration of one to five years and automatically renew on a month-to-month basis. Customers are invoiced on a monthly
basis for services rendered. Contracts for projects that are included within the Other revenue stream are typically short in duration and less than one
year. Contracts associated with the SEA-US cable system typically range from 15 to 25 years and payment is prepaid.
The IT Services and Hardware segment provides a full range of Information Technology ("IT") solutions, including Communications, Cloud and Consulting
services. IT Services and Hardware customers enter into contracts that have a typical duration of one to five years, with varied renewal options at the end of the
term. Customers are invoiced on a monthly basis for services rendered. The IT Services and Hardware segment also provides enterprise customers with
Infrastructure Solutions, which includes the sale of hardware and maintenance contracts. These contracts are typically satisfied in less than twelve months and
revenue is recognized at a point in time.
The Company has elected the practical expedient described in ASC 606-10-32-18 that allows an entity to not adjust the promised amount of consideration for the
effects of a significant financing component if the entity expects that the period of time between the transfer of a promised good or service to the customer and
when the customer pays for such good or service will be one year or less. Customers are typically billed immediately upon the rendering of services or the delivery
of products. Payment terms for customers are between 30 and 120 days. Subsequent to the acquisition of Hawaiian Telcom, the Company began recognizing a
financing component associated with the up-front payments for services to be delivered under indefeasible right of use ("IRU") contracts for fiber circuit capacity.
The IRU contracts are associated with the SEA-US cable system. The IRU contracts typically have a duration ranging from 15 to 25 years.
74
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Form 10-K Part II
Performance Obligations
Cincinnati Bell Inc.
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 contract
transaction price 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 projected volume of sales. 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 December 31, 2020, 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 $34.8 million. Approximately 80% of this revenue is related to IRU contracts
associated with the SEA-US cable system (see Note 10). 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 IRU contracts is as follows:
(dollars in millions)
2021
2022
2023
2024
2025
Thereafter
Entertainment and Communications
$
2.5
2.6
2.5
2.6
2.6
22.0
The Company has identified four distinct performance obligations in the Entertainment and Communications segment, namely Data, Voice, Video and Other. For
each of the Data, Voice and Video services, service is delivered to the customer continuously and in a substantially similar manner for each period of the
agreement, the customer takes full control over the services as the service is delivered, and as such, Data, Voice and Video are identified to be a series of distinct
services. Services provided by the Entertainment and Communications segment can be categorized into three main categories that include Consumer/SMB Fiber,
Enterprise Fiber and Legacy, each of which may include one or more of the aforementioned performance obligations. Data services include high-speed internet
access, digital subscriber lines, ethernet, routed network services, SONET (Synchronous Optical Network), dedicated internet access, wavelength, digital signal and
IRU revenue. Voice services include traditional and fiber voice lines, switched access, digital trunking and consumer long distance calling. Video services are
offered through our fiber network to residential and commercial customers based on various standard plans with the opportunity to add premium channels. To
receive video services, customers are required to use the Company's set top boxes that are billed as part of the monthly recurring service. Set top boxes are not
considered a separate performance obligation from video because the equipment is necessary for the service to operate and the customer has no alternative use for
the equipment.
Services and products not included in Data, Voice or Video are included in Other revenue and are comprised of wire care, wire time and materials projects and
advertising. Transfer of control of these services and products is evaluated on an individual project basis and can occur over time or at a point in time.
The Company uses multiple methods to determine stand-alone selling prices in the Entertainment and Communications segment. For Data, Video and Voice
products in Consumer/SMB Fiber, 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.
75
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Form 10-K Part II
IT Services and Hardware
Cincinnati Bell Inc.
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 standard price list.
For hardware sales, revenue is recognized net of the cost of product and is recognized when the hardware is shipped or delivered in accordance with the terms of
the contract. For certain projects within Communications and Consulting, revenue is recognized when the customer communicates acceptance of the services
performed. For contracts with freight on board shipping terms, management has elected to account for shipping and handling as activities to fulfill the promise to
transfer the good, and therefore, has not evaluated whether shipping and handling activities are promised services to its customers.
Contract Balances
The Company recognizes incremental fulfillment costs as an asset when installation expenses are incurred as part of performing the agreement for Voice, Video
and Data product offerings in the Entertainment and Communications segment in which the contract life is longer than one year. These fulfillment costs are
amortized ratably over the expected life of the customer, which is representative of the expected period of benefit of the asset capitalized. The expected life of the
customer is determined utilizing the average churn rate for each product. The Company calculates average churn based on the historical average customer life. We
also recognize an asset for incremental fulfillment costs for certain Communications services in the IT Services and Hardware segment that require us to incur
installation and provisioning expenses. The asset recognized for Communication services is amortized over the average contract life. Churn rates and average
contract life are reviewed on an annual basis. Fulfillment costs are capitalized to “Other noncurrent assets.” The related amortization expense is recorded to “Cost
of services and products.”
The Company recognizes an asset for the incremental costs of acquiring a contract with a customer if we expect the benefit of those costs to be longer than one
year. We have determined that certain sales incentive programs related to Voice, Video, Data and certain Communications and Cloud services meet the
requirements to be capitalized. The contract asset established for the costs of acquiring a contract is recorded to “Other noncurrent assets.” Sales incentives are
amortized ratably over the period that services are delivered using either an average churn rate or average contract term, both representative of the expected period
of benefit of the asset capitalized. Customer churn rates and average contract term assumptions are reviewed on an annual basis. The related amortization expense
is recorded to “Selling, general and administrative.”
Management has elected to use the practical expedient detailed in ASC 340-40-25-4 to expense any costs to fulfill a contract and costs to obtain a contract as they
are incurred when the amortization period would be 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:
(dollars in millions)
Balance as of December 31, 2017
Additions
Amortization
Balance as of December 31, 2018
Additions
Amortization
Balance as of December 31, 2019
Additions
Amortization
Balance as of December 31, 2020
Entertainment
and
Communications
$
17.5 $
9.9
(12.9)
14.5
3.6
(10.1)
8.0
3.6
(8.1)
3.5 $
$
Fulfillment Costs
IT Services
and
Hardware
Cost of Acquisition
Total Contract Assets
Total
Company
Entertainment
and
Communications
IT Services
and
Hardware
Total
Company
Entertainment
and
Communications
IT Services
and
Hardware
Total
Company
2.0 $
1.9
(1.4)
2.5
3.5
(1.9)
4.1
2.2
(2.4)
3.9 $
19.5 $
11.8
(14.3)
17.0
7.1
(12.0)
12.1
5.8
(10.5)
7.4 $
11.6 $
7.9
(6.5)
13.0
10.0
(8.2)
14.8
9.4
(8.4)
15.8 $
1.3 $
1.7
(1.0)
2.0
1.6
(1.3)
2.3
3.5
(2.2)
3.6 $
12.9 $
9.6
(7.5)
15.0
11.6
(9.5)
17.1
12.9
(10.6)
19.4 $
29.1 $
17.8
(19.4)
27.5
13.6
(18.3)
22.8
13.0
(16.5)
19.3 $
3.3 $
3.6
(2.4)
4.5
5.1
(3.2)
6.4
5.7
(4.6)
7.5 $
32.4
21.4
(21.8)
32.0
18.7
(21.5)
29.2
18.7
(21.1)
26.8
76
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Form 10-K Part II
Cincinnati Bell Inc.
The Company recognizes a liability for cash received upfront for IRU contracts. At December 31, 2020 and 2019, $1.6 million and $1.5 million, respectively, of
contract liabilities were included in "Other current liabilities." At December 31, 2020 and 2019, $26.2 million and $27.1 million, respectively, of contract liabilities
were included in "Other noncurrent liabilities."
Disaggregated Revenue
The following table presents revenues disaggregated by product and service lines:
(dollars in millions)
Data
Video
Voice
Other
Total Entertainment and Communications
Consulting
Cloud
Communications
Infrastructure Solutions
Total IT Services and Hardware
Intersegment revenue
Total revenue
2020
Year ended December 31,
2019
2018
$
$
479.4 $
193.8
262.8
33.6
969.6
196.0
86.2
215.0
119.4
616.6
(26.4)
1,559.8 $
475.0 $
203.0
284.9
32.8
995.7
152.6
92.1
198.7
124.0
567.4
(26.4)
1,536.7 $
402.6
183.3
244.9
22.6
853.4
138.7
98.0
178.5
135.7
550.9
(26.1)
1,378.2
In the first quarter of 2019, the Company determined that certain revenue in the IT Services and Hardware segment associated with nonrecurring projects is better
aligned with Infrastructure Solutions, rather than Consulting, where it was previously reported. As a result, the Company reclassed revenue of $26.6 million from
Consulting to Infrastructure Solutions for the twelve months ended December 31, 2018. This reclassification of revenue had no impact on the Consolidated
Statements of Operations.
(dollars in millions)
Entertainment and Communications
Products and services transferred at a point in time
Products and services transferred over time
Intersegment revenue
Total Entertainment and Communications
IT Services and Hardware
Products and services transferred at a point in time
Products and services transferred over time
Intersegment revenue
Total IT Services and Hardware
Total Revenue
Total products and services transferred at a point in time
Total products and services transferred over time
Total revenue
4. Mergers and Acquisitions
Acquisition of Hawaiian Telcom Holdco, Inc.
2020
Year ended December 31,
2019
2018
$
27.9 $
922.0
19.7
969.6
127.9
482.0
6.7
616.6
31.7 $
942.4
21.6
995.7
138.7
423.9
4.8
567.4
155.8
1,404.0
1,559.8 $
170.4
1,366.3
1,536.7 $
$
25.3
805.8
22.3
853.4
142.9
404.2
3.8
550.9
168.2
1,210.0
1,378.2
On July 2, 2018, the Company acquired Hawaiian Telcom Holdco, Inc. ("Hawaiian Telcom") for cash consideration of $218.3 million, stock consideration of
$121.2 million and debt repayments, including accrued interest, of $318.2 million. Hawaiian Telcom is the ILEC for the State of Hawaii and the largest full service
provider of communication services and products in the state. With the acquisition, the Company gains access to both Honolulu, a well-developed, fiber-rich city,
as well as the growing neighbor islands. The companies' combined fiber networks are nearly 17,800 fiber route miles.
The purchase price for Hawaiian Telcom consisted of the following:
(dollars in millions)
Cash consideration plus debt assumed
Cincinnati Bell Inc. stock issued
Debt repayment
Total purchase price
77
$
$
536.5
121.2
(318.2)
339.5
Table of Contents
Form 10-K Part II
Cincinnati Bell Inc.
In order to fund the acquisition, the Company utilized proceeds of $350.0 million from the 8% Senior Notes due 2025 ("8% Notes"), $16.5 million of the cash that
was previously restricted to fund interest payments on the 8% Notes, drew $35.0 million on the Revolving credit facility and $154.0 million on the accounts
receivable securitization facility (see Note 8). In conjunction with the acquisition, the Company issued 7.7 million Common Shares at a price of $15.70 per share
as stock consideration. The Company recorded a total of $28.1 million in acquisition expenses related to the acquisition of Hawaiian Telcom, of which $0.9
million and $19.2 million were recorded in 2019 and 2018, respectively. These expenses are recorded in "Transaction and integration costs" on the Consolidated
Statements of Operations.
Purchase Price Allocation and Other Items
The determination of the purchase price allocation to specific assets acquired and liabilities assumed is final for the Hawaiian Telcom transaction. The purchase
price for Hawaiian Telcom has been allocated to individual assets acquired and liabilities assumed as follows:
(dollars in millions)
Assets acquired
Cash
Receivables
Inventory, materials and supplies
Prepaid expenses and other current assets
Property, plant and equipment
Goodwill
Intangible assets
Deferred income tax asset
Other noncurrent assets
Total assets acquired
Liabilities assumed
Accounts payable
Current portion of long-term debt
Unearned revenue and customer deposits
Accrued expenses and other current liabilities
Long-term debt, less current portion
Pension and postretirement benefit obligations
Other noncurrent liabilities
Total liabilities assumed
Net assets acquired
Hawaiian Telcom
4.3
24.8
6.7
5.9
697.6
10.2
52.0
45.6
2.1
849.2
60.0
10.2
13.5
21.8
304.5
68.9
30.8
509.7
339.5
$
$
During 2019 and 2018, the Company recorded immaterial measurement period adjustments for Hawaiian Telcom. The offset of these adjustments were recorded as
an increase to "Goodwill."
The revenues and net income of Hawaiian Telcom included in the Consolidated Statements of Operations from the acquisition date through December 31, 2018
were $175.0 million and $0.7 million, respectively.
The estimated fair value of identifiable intangible assets and their estimated useful lives are as follows:
(dollars in millions)
Customer relationships
Trade name
Total identifiable intangible assets
Hawaiian Telcom
Fair Value
Useful Lives
$
$
26.0
26.0
52.0
15 years
15 years
The goodwill for Hawaiian Telcom is attributable to the acquired workforce in Honolulu and the neighbor islands, deep fiber infrastructures that include direct
access to the SEA-US cable linking the U.S. with Asia and increased access to a diversified customer base.
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Form 10-K Part II
Pro Forma Information (Unaudited)
Cincinnati Bell Inc.
The following table provides the unaudited pro forma results of operations for the year ended 2018 as if the acquisition of Hawaiian Telcom had taken place as of
the beginning of fiscal year 2017. These pro forma results include adjustments related to the financing of the acquisitions, an increase to depreciation and
amortization associated with the higher values of property, plant and equipment and intangible assets, an increase to interest expense for the additional debt
incurred to complete the acquisitions, and reflects the related income tax effect and change in tax status.
The pro forma information does not necessarily reflect the actual results of operations had the acquisitions been consummated at the beginning of the annual
reporting period indicated, nor is it necessarily indicative of future operating results. The pro forma information does not include any (i) potential revenue
enhancements, cost synergies or other operating efficiencies that could result from the acquisitions or (ii) transaction or integration costs relating to the acquisitions.
(dollars in millions, except per share amounts)
Revenue
Net loss applicable to common shareholders
Earnings per share:
Basic and diluted loss per common share
Pending Acquisition by MIP
Year Ended
December 31,
2018
$
1,556.5
(77.2)
(1.54)
On December 21, 2019, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “Brookfield Merger Agreement”) with
affiliates of the Brookfield Infrastructure Group (“Brookfield”), the infrastructure investment division of Brookfield Asset Management, which was subsequently
amended. Pursuant to the amended Brookfield Merger Agreement, the Company would be acquired by an affiliate of Brookfield for $14.50 per Common Share.
On March 13, 2020, the Company terminated the Brookfield Merger Agreement and entered into an Agreement and Plan of Merger (the “MIP Merger Agreement”)
pursuant to which the Company will be acquired by an affiliate of Macquarie Infrastructure Partners V (“MIP”), a fund managed by Macquarie Infrastructure and
Real Assets (the “MIP Merger”). At the effective time of the MIP Merger (the “Effective Time”), each of our issued and outstanding Common Shares will be
converted into the right to receive $15.50 in cash per Common Share, without interest, and the 6 3/4% Cumulative Convertible Preferred Shares will remain issued
and outstanding as 6 3/4% Cumulative Convertible Preferred Shares of the Company, without par value, following the Effective Time.
In connection with the termination of the Brookfield Merger Agreement in the first quarter of 2020, the Company paid to an affiliate of Brookfield a termination
fee of $24.8 million as required by the terms of the Brookfield Merger Agreement. The termination fee is recorded in “Transaction and integration costs” on the
Condensed Consolidated Statements of Operations.
The consummation of the MIP Merger is subject to customary closing conditions, including (i) the adoption of the MIP Merger Agreement by the affirmative vote
of the holders of at least two-thirds of all outstanding Common Shares and 6 3/4% Cumulative Convertible Preferred Shares, voting as a single class; (ii) the
expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the receipt of
any required consents or approvals from (a) the Committee on Foreign Investment in the United States, (b) the Federal Communications Commission, (c) state
public service and state public utility commissions and (d) local regulators in connection with the provision of telecommunications and media services; and (iv) the
absence of any legal restraint preventing the consummation of the MIP Merger. On May 7, 2020, the shareholders of the Company adopted the MIP Merger
Agreement at a virtual special meeting of shareholders.
The MIP Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature.
The MIP Merger is expected to close in the first half of 2021, although there can be no assurance that the MIP Merger will occur by that date. At the Effective
Time, the Company will cease to be a publicly traded company as a result of the completion of the MIP Merger.
Consent Solicitation for 7.000% Senior Notes due 2024 and 8.000% Senior Notes due 2025
On June 15, 2020, the Company announced that it had commenced consent solicitations (the “Consent Solicitations”) with respect to certain proposed amendments
to the change of control provisions contained in the (i) indenture, dated as of September 22, 2016 (as supplemented and amended, the “2024 Notes Indenture”)
governing its 7.000% Senior Notes due 2024 (the “2024 Notes”) and (ii) indenture, dated as of October 6, 2017 (as supplemented and amended, the “2025 Notes
Indenture,” and together with the 2024 Notes Indenture, the “Indentures”) governing its 8.000% Senior Notes due 2025 (the “2025 Notes,” and together with the
2024 Notes, the “Notes”).
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Form 10-K Part II
Cincinnati Bell Inc.
Upon the terms and subject to the conditions described in the consent solicitation statement, dated June 15, 2020 (as supplemented and amended, the “Consent
Solicitation Statement”), the Company solicited consents in order to (i) amend the definition of “Change of Control” in the Indentures so that the MIP Merger
would not constitute a Change of Control and (ii) add a definition of, and designate certain persons, including MIP and its affiliates and Ares Management
Corporation and its affiliates as, “Permitted Holders” (collectively, the “Proposed Amendments”).
On July 2, 2020 (the “Effective Date”), following receipt of the requisite consents from holders of each series of Notes with respect to the Proposed Amendments
pursuant to the Consent Solicitations, the Company, certain of the Company’s subsidiaries, as guarantors, and Regions Bank, as trustee, entered into a sixth
supplemental indenture, dated as of July 2, 2020 (the “Sixth Supplemental Indenture”) to the 2024 Notes Indenture and a second supplemental indenture, dated as
of July 2, 2020 to the 2025 Notes Indenture (the “Second Supplemental Indenture”, and together with the Sixth Supplemental Indenture, the “Supplemental
Indentures”).
Subject to the terms and conditions in the Consent Solicitation Statement (including the consummation of the MIP Merger), holders who validly delivered (and did
not validly revoke) their consents on or prior to the Effective Date are eligible to receive (i) with respect to the 2024 Notes, an aggregate cash payment of
$2,812,500, on a pro rata basis (based on aggregate principal amount of 2024 Notes for which consents have been validly delivered and not revoked), and (ii) with
respect to the 2025 Notes, an aggregate cash payment of $1,050,000, on a pro rata basis (based on aggregate principal amount of 2025 Notes for which consents
have been validly delivered and not revoked). The Company expects to make this cash payment substantially concurrently with the consummation of the MIP
Merger.
The Supplemental Indentures became effective upon execution thereof, but the Proposed Amendments will only become operative upon the occurrence of certain
conditions described in the Supplemental Indentures, including payment of the consent fees pursuant to the Consent Solicitations. If the conditions described in the
Supplemental Indentures are not satisfied, the Indentures will revert to the form in effect immediately prior to the Effective Date. In addition, subject to the terms
and conditions described in the Consent Solicitation Statement and upon satisfaction or waiver of such conditions, including the consummation of the MIP Merger,
the Company will secure the Notes and the related guarantees on a pari passu basis (subject to certain exceptions) with the new senior secured credit facilities
expected to be entered into in connection with the MIP Merger (the “Collateral”). Any Collateral granted by the Company (but not its subsidiaries) to secure the
Notes will also secure the 7.25% Senior Notes due 2023 and any Collateral granted by the Company’s subsidiary Cincinnati Bell Telephone Company LLC
(“CBT”) to secure the Notes will also secure CBT’s 6.30% Senior Notes due 2028, in each case on an equal and ratable basis.
Pending Acquisition of Paniolo Fiber Assets
On November 30, 2020, the Company entered into a definitive purchase agreement to acquire substantially all of the operating assets of Paniolo Cable Company,
LLC, currently held by the bankruptcy estate of Paniolo, which include inter-island submarine and middle-mile terrestrial fiber infrastructure assets. The Company
plans to account for the Paniolo acquisition as an asset acquisition under ASC 805-10-55 “Business Combinations” because the assets to be acquired from Paniolo
do not include an assembled workforce, and the gross value of the assets to be acquired meets the screen test in ASC 805-10-55-5A related to substantially all of
the fair value being concentrated in a single asset or group of assets (i.e., the fiber infrastructure assets) and, thus, the assets are not considered a business. The
acquisition of Paniolo’s assets will augment the Company’s existing backbone network and increase the Company’s total submarine and terrestrial fiber footprint
by more than 400 miles.
The aggregate purchase price to be paid upon closing of the Paniolo acquisition will be $50.0 million, consisting of $25.0 million in cash and $25.0 million in
committed purchase money financing. As of December 31, 2020, the Company has funded $5.0 million to an escrow account to fund a portion of the purchase
price, and has entered into an agreement with Paniolo to maintain the Paniolo network prior to the close of the acquisition. This escrow amount is classified as
restricted cash and recorded in “Other noncurrent assets” on the Condensed Consolidated Balance Sheets. The transaction which is subject to customary closing
conditions, including approval of the bankruptcy court and federal regulatory authorities, is expected to close in the second half of 2021.
5.
Earnings Per Common Share
Basic earnings per common share ("EPS") is based upon the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the
potential dilution that would occur upon issuance of common shares for awards under stock-based compensation plans, or conversion of preferred stock, but only to
the extent that they are considered dilutive.
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The following table shows the computation of basic and diluted EPS:
(in millions, except per share amounts)
Numerator:
Net loss
Preferred stock dividends
Net loss applicable to common shareowners - basic and diluted
Denominator:
Weighted-average common shares outstanding - basic
Stock-based compensation arrangements
Weighted-average common shares outstanding - diluted
Cincinnati Bell Inc.
2020
Year Ended December 31,
2019
2018
$
$
(55.6) $
10.4
(66.0) $
50.6
—
50.6
(66.6) $
10.4
(77.0) $
50.4
—
50.4
(69.8)
10.4
(80.2)
46.3
—
46.3
(1.73)
Basic and diluted net loss per common share
$
(1.30) $
(1.53) $
In conjunction with the acquisition of Hawaiian Telcom in the third quarter of 2018, the Company issued 7.7 million Common Shares as a part of the acquisition
consideration. In addition, the Company granted 0.1 million time-based restricted stock units to certain Hawaiian Telcom employees under the Hawaiian Telcom
2010 Equity Incentive Plan.
For the years ended December 31, 2020, 2019 and 2018, the Company had a net loss available to common shareholders and, as a result, all common stock
equivalents were excluded from the computation of diluted EPS as their inclusion would have been anti-dilutive. For all periods presented, preferred stock
convertible into 0.9 million common shares was excluded as it was anti-dilutive.
6. Property, Plant and Equipment
Property, plant and equipment is comprised of the following:
(dollars in millions)
Land and rights-of-way
Buildings and leasehold improvements
Network equipment
Office software, furniture, fixtures and vehicles
Construction in process
Gross value
Accumulated depreciation
Property, plant and equipment, net
December 31,
2020
2019
115.7 $
323.8
4,180.0
243.7
60.4
4,923.6
(3,194.5)
1,729.1 $
117.2
315.4
4,044.6
229.3
38.9
4,745.4
(2,964.6)
1,780.8
$
$
Depreciable
Lives (Years)
20 – Indefinite
5 – 40
2 – 50
2 – 14
n/a
Depreciation expense on property, plant and equipment, including assets accounted for as finance leases, totaled $279.0 million in 2020, $290.2 million in 2019 and
$239.6 million in 2018. The portion of depreciation expense associated with cost of providing services was 86%, 87% and 85% in 2020, 2019 and 2018,
respectively. There are numerous assets included within network equipment resulting in a range of depreciable lives between 2 and 50 years, the majority of which
fall within the range of 7 to 25 years.
No asset impairment losses were recognized in 2020, 2019 or 2018 on property, plant and equipment.
7.
Goodwill and Intangible Assets
Goodwill
The changes in the Company's goodwill consisted of the following:
(dollars in millions)
Goodwill, beginning balance
Activity during the year
IT Services and Hardware
December 31,
2020
December 31,
2019
Entertainment and Communications
December 31,
December 31,
2019
2020
Total Company
December 31,
2020
December 31,
2019
$
148.1 $
146.0 $
12.4 $
11.0 $
160.5 $
157.0
Adjustments to prior year acquisitions
Currency translations
Goodwill, ending balance
$
—
1.0
149.1 $
—
2.1
148.1 $
—
—
12.4 $
1.4
—
12.4 $
—
1.0
161.5 $
1.4
2.1
160.5
During 2019, the Company recorded immaterial measurement period adjustments for Hawaiian Telcom. For further information related to the acquisition, see Note
4.
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No impairment losses were recognized in goodwill for the years ended December 31, 2020, 2019 and 2018. During the annual review performed in the fourth
quarter of 2020, we completed a Step 0 or Qualitative assessment and determined it was more likely than not that the fair value of our reporting units exceeded their
carrying amounts, including goodwill and, therefore, goodwill was not impaired.
Intangible Assets
The Company’s intangible assets consisted of the following:
(dollars in millions)
Intangible assets subject to amortization
Customer relationships
Trade names
Technology
Total
Intangible assets not subject to amortization
FCC licenses and spectrum usage rights
Total intangible assets
December 31, 2020
December 31, 2019
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
$
141.6 $
41.7
9.9
193.2
(38.9) $
(9.4)
(3.2)
(51.5)
102.7 $
32.3
6.7
141.7
140.8 $
41.3
9.9
192.0
(28.4) $
(6.0)
(2.2)
(36.6)
112.4
35.3
7.7
155.4
6.4
199.6 $
$
—
(51.5) $
6.4
148.1 $
—
192.0 $
—
(36.6) $
—
155.4
During the third quarter of 2020, the Company participated in Auction 105 conducted by the FCC for Priority Access Licenses of the Citizens Band Radio Service
Spectrum (“CBRS”). The Company was the winning bidder of 56 wireless spectrum licenses in 17 Greater Cincinnati, Dayton and Hawaiian counties that allow the
Company to further expand broadband coverage across its operating footprint. The licenses were transferred to the Company in the fourth quarter of 2020.
The Company’s finite-lived intangible assets were established in connection with completed acquisitions. They are amortized over their useful lives based on a
number of assumptions including the estimated period of economic benefit and utilization. The change in gross carrying amounts for finite-lived intangible assets is
due to foreign currency translation on finite-lived intangible assets denominated in foreign currency.
The amortization expense for finite-lived intangible assets was $14.4 million, $14.7 million and $12.4 million in 2020, 2019 and 2018, respectively. No impairment
losses were recognized on intangible assets for the years ended December 31, 2020, 2019 and 2018.
The estimated useful lives for each finite-lived intangible asset class are as follows:
Customer relationships
Trade names
Technology
The annual estimated amortization expense for future years is as follows:
(dollars in millions)
Year ended December 31,
2021
2022
2023
2024
2025
Thereafter
Total
82
8 to 15 years
10 to 15 years
10 years
14.3
14.1
13.7
13.5
13.3
72.8
141.7
$
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Form 10-K Part II
8.
Debt and Other Financing Arrangements
The Company’s debt consists of the following:
(dollars in millions)
Current portion of long-term debt:
Credit Agreement - Tranche B Term Loan due 2024
Other financing arrangements
Finance lease liabilities
Current portion of long-term debt
Long-term debt, less current portion:
Receivables Facility
Credit Agreement - Revolving Credit Facility
Credit Agreement - Tranche B Term Loan due 2024
7 1/4% Senior Notes due 2023
7% Senior Notes due 2024
8% Senior Notes due 2025
Various Cincinnati Bell Telephone notes
Other financing arrangements
Finance lease liabilities
Net unamortized premium
Unamortized note issuance costs
Long-term debt, less current portion
Total debt
Credit Agreement
Cincinnati Bell Inc.
December 31,
2020
2019
$
$
6.0 $
1.9
13.9
21.8
182.0
67.0
580.5
22.3
625.0
350.0
87.9
0.9
52.1
1,967.7
1.1
(18.9)
1,949.9
1,971.7 $
6.0
2.0
14.3
22.3
131.5
57.0
586.5
22.3
625.0
350.0
87.9
3.2
59.5
1,922.9
1.3
(22.9)
1,901.3
1,923.6
In the fourth quarter of 2017, the Company entered into a new Credit Agreement (the "Credit Agreement") and terminated the existing Corporate Credit
Agreement. The Credit Agreement provides for (i) a five-year $200 million senior secured revolving credit facility including both a letter of credit subfacility of up
to $30 million and a swingline loan subfacility of up to $25 million) (the “Revolving Credit Facility”) and (ii) a seven-year $600 million senior secured term loan
facility (the “Tranche B Term Loan due 2024”). The Revolving Credit Facility expires in October 2022, and the Tranche B Term Loan due 2024 expires in October
2024. Borrowings under the Credit Agreement's Revolving Credit Facility are used to provide ongoing working capital as well as other general corporate cash flow
needs of the Company.
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Cincinnati Bell Inc.
Borrowings under the Credit Agreement bear interest, at the Company's election, at a rate per annum equal to (i) LIBOR plus the applicable margin or (ii) the base
rate plus the applicable margin. In the second quarter of 2018, the Company amended the Credit Agreement to reduce the applicable margin on the Revolving
Credit Facility and Tranche B Term Loan due 2024. The LIBOR applicable margin for advances under the Revolving Credit Facility and Tranche B Term Loan due
2024 was changed from the previous 3.75% per annum to 3.25% per annum. The base rate applicable margin for advances under the Revolving Credit Facility and
Tranche B Term Loan due 2024 was changed from 2.75% per annum to 2.25% per annum. Base rate is the higher of (i) the bank prime rate, (ii) the one-month
LIBOR rate plus 1.00% and (iii) the federal funds rate plus 0.5%. In the case of the Tranche B Term Loan due 2024, the LIBOR rate may not fall below 1.00%. In
addition, the Company will be required to pay a commitment fee on any unused portion of the Revolving Credit Facility at a rate of 0.50% per annum, or, if the
consolidated total leverage ratio of the Company and its restricted subsidiaries is equal to or less than 3.25 to 1.00, 0.375% per annum. The Company will also pay
customary letter of credit fees, including a fronting fee equal to 0.125% per annum of the dollar equivalent of the maximum amount available to be drawn under all
outstanding letters of credit, as well as customary issuance and administration fees. As a result of the amendment, the Company recorded a loss on extinguishment
of debt of $1.3 million in 2018. At December 31, 2020, borrowings under the Credit Agreement's Revolving Credit Facility were $67.0 million, leaving $133.0
million available.
The Revolving Credit Facility requires maintenance of a maximum consolidated secured leverage ratio of 3.50 to1.00 and a minimum consolidated interest
coverage ratio of 1.50 to 1.00. The Company may voluntarily repay and reborrow outstanding loans under the Revolving Credit Facility at any time without a
premium or a penalty, other than customary “breakage” costs with respect to LIBOR revolving loans.
In addition, certain of our variable rate debt, including debt under the Credit Agreement and the Receivables Facility, uses LIBOR as one of the benchmarks for
establishing the rate of interest and may be hedged with LIBOR-based interest rate derivatives. LIBOR is the subject of recent regulatory guidance and proposals
for reform. These reforms and other pressures may cause LIBOR to be replaced with a new benchmark in the future or to perform differently than in the past.
Recent announcements suggest that publication of U.S. Dollar LIBOR tenors will continue to be published until June 2023 with the exception of the one week and
two month U.S. Dollar LIBOR tenors which will cease publication in December 2021. The consequences of these developments cannot be entirely predicted, but
could include an increase in the cost of our variable rate indebtedness.
Guarantors and Security Interests, Credit Agreement
All existing and future subsidiaries of the Company (other than Cincinnati Bell Funding LLC (and any other similar special purpose receivables financing
subsidiary), the Company's joint ventures, subsidiaries prohibited by applicable law from becoming guarantors, unrestricted subsidiaries and foreign subsidiaries)
are required to guarantee borrowings under the Credit Agreement. Debt outstanding under the Credit Agreement is secured by perfected first priority pledges of and
security interests in (i) substantially all of the equity interests of the Company's U.S. subsidiaries (other than subsidiaries of non-guarantors of the Credit
Agreement) and 66% of the equity interests in certain first-tier foreign subsidiaries held by the Company and the guarantors under the Credit Agreement and (ii)
certain personal property and intellectual property of the Company and its subsidiaries (other than that of non-guarantors of the Credit Agreement and certain other
excluded property).
Accounts Receivable Securitization Facility
Cincinnati Bell Inc. and certain of its subsidiaries have an accounts receivable securitization facility ("Receivables Facility"). In the second quarter of 2020, the
Company executed amendments to its Receivables Facility, which replaced, amended and added certain provisions and definitions to decrease the credit
availability, renew the facility, which is subject to renewal every 364 days, until May 2021, and extend the facility’s termination date to May 2023. The maximum
borrowing limit for loans and letters of credit under the Receivables Facility was reduced from $225.0 million to $200.0 million in the aggregate. The available
borrowing capacity is calculated monthly based on the quantity and quality of outstanding accounts receivable and thus may be lower than the maximum borrowing
limit. The amendments also added provisions for a successor to LIBOR in the event LIBOR is no longer applicable and made technical changes to account for the
continued integration of the Company’s Hawaiian Telcom and OnX acquisitions into the facility. In addition, a provision was added that the LIBOR rate for the
Receivables Facility may not fall below 0.75%. At December 31, 2020, the available borrowing capacity was $200.0 million. Of the total borrowing capacity of
$200.0 million, there were $182.0 million of outstanding borrowings and $13.9 million of outstanding letters of credit, leaving $4.1 million available as of
December 31, 2020.
Interest on the Receivables Facility is based on the LIBOR rate plus 1.2%. The average interest rate on the Receivables Facility was 2.3% in 2020. The Company
pays letter of credit fees on letters of credit drawn under the securitization facility and also pays commitment fees on the unused portion of the total facility.
Under this agreement, certain U.S. and Canadian subsidiaries, as originators, sell their respective trade receivables on a continuous basis to Cincinnati Bell Funding
LLC (“CBF”) or Cincinnati Bell Funding Canada Ltd. ("CBFC"), wholly-owned consolidated subsidiaries of the Company. Although CBF and CBFC are wholly-
owned consolidated subsidiaries of the Company, CBF and CBFC are legally separate from the Company and each of the Company’s other subsidiaries. Upon and
after the sale or contribution of the accounts receivable to CBF or CBFC, such accounts receivable are legally assets of CBF and CBFC and, as such, are not
available to creditors of other subsidiaries or the parent company. The Receivables Facility includes an option for CBF to sell, rather than borrow against, certain
receivables on a non-recourse basis. As of December 31, 2020, there was no outstanding balance for accounts receivable sold.
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The transferors sell their respective trade receivables on a continuous basis to CBF or CBFC. In turn, CBF or CBFC grants, without recourse, a senior undivided
interest in the pooled receivables to various purchasers, including commercial paper conduits, in exchange for cash while maintaining a subordinated undivided
interest in the form of over-collateralization in the pooled receivables. The transferors have agreed to continue servicing the receivables for CBF and CBFC at
market rates; accordingly, no servicing asset or liability has been recorded.
For the purposes of consolidated financial reporting, the Receivables Facility is accounted for as secured financing. Because CBF and CBFC have the ability to
prepay the Receivables Facility at any time by making a cash payment and effectively repurchasing the receivables transferred pursuant to the facility, the transfers
do not qualify for "sale" treatment on a consolidated basis under ASC 860, "Transfers and Servicing."
7 1/4% Notes due 2023
In 1993, the Company issued $50.0 million of 7 1/4% Notes due 2023 ("7 1/4% Notes"). The indenture related to the 7 1/4% Notes does not subject the Company to
restrictive financial covenants, but it does contain a covenant providing that if the Company incurs certain liens on its property or assets, the Company must secure
the outstanding 7 1/4% Notes equally and ratably with the indebtedness or obligations secured by such liens. The liens under the Credit Agreement have resulted in
the debt outstanding under the 7 1/4% Notes being secured equally and ratably with the collateral granted by the Company (but not its subsidiaries) that secures the
obligations under the Credit Agreement. The Company expects to enter into new senior secured credit facilities upon the consummation of the MIP acquisition.
Upon such consummation, the 7 1/4% Notes will be equally and ratably secured with the collateral granted by the Company (but not its subsidiaries) to secure the
new senior secured credit facilities. Additionally, in connection with the 2024 Notes Consent Solicitation and the 2025 Notes Consent Solicitation described below,
the Company has agreed to secure the 7% Senior Notes and the 8% Senior Notes on a pari-passu basis with the new senior secured credit facilities upon the
consummation of the MIP acquisition, such that at such time, the 7% Senior Notes and the 8% Senior Notes will also become secured equally and ratably by the
collateral granted by the Company to secure the 7¼% Notes.
Interest on the 7 1/4% Notes is payable semi-annually on June 15 and December 15. The Company may not redeem the 7 1/4% Notes prior to maturity. The
indenture governing the 7 1/4% Notes provides for customary events of default, including for failure to make any payment when due and for one or more defaults
of any other existing debt instruments that exceeds $20.0 million, in the aggregate.
7% Senior Notes due 2024
In the third quarter of 2016, the Company issued in a private offering $425.0 million aggregate principal amount of 7% Senior Notes due 2024 ("7% Senior Notes")
at par. The Company issued an additional $200.0 million aggregate principal amount of 7% Senior Notes at a price of 105.000% in the fourth quarter of 2016. The
7% Senior Notes were issued pursuant to an indenture, dated as of September 22, 2016 (the “2024 Notes Indenture”), among the Issuer, the subsidiary guarantors
and Regions Bank, as trustee (the “Trustee”). Under the 2024 Notes Indenture, the 7% Senior Notes are senior unsecured obligations of the Company, which rank
equally in right of payment with all existing and future unsecured senior debt of the Company. The 7% Senior Notes are guaranteed on a joint and several basis by
certain of the Company’s existing and future domestic subsidiaries. Each such guarantee is currently a senior unsecured obligation of the applicable guarantor,
ranking equally with all existing and future unsecured senior debt of such guarantor and effectively subordinated to all existing and future secured indebtedness of
such guarantor to the extent of the value of the assets securing that indebtedness.
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The 7% Senior Notes bear interest at a rate of 7% per annum, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2017, to
persons who are registered holders of the 7% Senior Notes on the immediately preceding January 1 and July 1, respectively.
The 7% Senior Notes will mature on July 15, 2024. The Company may, at its option, redeem some or all of the 7% Senior Notes at any time at declining
redemption prices equal to (i) 103.500% through September 14, 2021, (ii) 101.750% beginning on September 15, 2021 and (iii) 100.000% beginning on September
15, 2022 and thereafter, plus, in each case, accrued and unpaid interest, if any, to the applicable redemption date.
The 2024 Notes Indenture contains covenants including but not limited to the following: limitations on dividends to shareowners and other restricted payments;
dividend and other payment restrictions affecting the Company’s subsidiaries such that the subsidiaries are generally not permitted to enter into an agreement that
would limit their ability to make dividend payments to the parent; issuance of indebtedness; asset dispositions; transactions with affiliates; liens; investments;
issuances and sales of capital stock of subsidiaries; and redemption of debt that is junior in right of payment. The 2024 Notes Indenture provides for customary
events of default, including a cross-default provision for both nonpayment at final maturity or acceleration due to a default of any other existing debt instrument
that equals or exceeds $35 million.
In June 2020, the Company solicited consents from the holders of the 7% Senior Notes (the “2024 Notes Consent Solicitation”) to amend the 2024 Notes Indenture
to (i) amend the definition of “Change of Control” so that MIP’s acquisition of the Company would not constitute a Change of Control and (ii) add a definition of,
and designate certain persons, including MIP and its affiliates and Ares Management Corporation and its affiliates as, “Permitted Holders” of the 7% Senior Notes.
On July 2, 2020, the Company received the requisite consents from the holders of the 7% Senior Notes, and accordingly, the Company, together with the subsidiary
guarantors, entered into the Sixth Supplemental Indenture with the Trustee to give effect to foregoing amendments effective concurrently with the consummation of
the MIP Acquisition. Also as part of the 2024 Notes Consent Solicitation, the Company, the subsidiary guarantors and the Trustee agreed to further amend the 2024
Notes Indenture effective concurrently with the consummation of the MIP Acquisition to: (i) secure the 7% Senior Notes and the related guarantees on a pari-
passu basis with the 8% Senior Notes and the senior secured credit facilities (subject to certain exceptions) expected to be entered into in connection with the MIP
acquisition, and (ii) add a covenant to the 2024 Notes Indenture that restricts the Company from redeeming all or part of the applicable series of 7% Senior Notes
under Section 3.07 of the 2024 Notes Indenture prior to September 15, 2021. These further provisions will only be operative upon consummation of the MIP
acquisition and subject to certain other conditions. Any collateral granted by the Company (but not its subsidiaries) to secure the 7% Senior Notes will also secure
the Issuer’s 7.25% Senior Notes due 2023 and any collateral granted by the Company’s subsidiary Cincinnati Bell Telephone Company LLC (“CBT”) to secure the
7% Senior Notes will also secure CBT’s 6.30% Senior Notes due 2028, in each case on an equal and ratable basis.
8% Senior Notes due 2025
In the fourth quarter of 2017, CB Escrow Corp. (the “Issuer”), an Ohio corporation and wholly owned subsidiary of Cincinnati Bell Inc., closed a private offering
of $350 million aggregate principal amount of 8% Senior Notes due 2025 (“8% Senior Notes”) at par. The 8% Senior Notes were issued pursuant to an indenture,
dated as of October 6, 2017 (the “2025 Notes Indenture”), between the Issuer and Regions Bank, as trustee.
At the closing of the acquisition of Hawaiian Telcom, the Issuer merged with and into the Company, and the Company assumed the obligations of the Issuer under
the 8% Senior Notes and the 2025 Notes Indenture.
Under the 2025 Notes Indenture, the 8% Senior Notes are senior unsecured obligations of the Company, which rank equally in right of payment with all existing
and future unsecured senior debt of the Company. The 8% Senior Notes are guaranteed on a joint and several basis by certain of the Company’s existing and future
domestic subsidiaries. Under the 2025 Notes Indenture, each such guarantee is a senior unsecured obligation of the applicable guarantor, ranking equally with all
existing and future unsecured senior debt of such guarantor and effectively subordinated to all existing and future secured indebtedness of such guarantor to the
extent of the value of the assets securing that indebtedness.
The 8% Senior Notes bear interest at a rate of 8.00% per annum, payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2018, to
persons who are registered holders of the 8% Senior Notes on the immediately preceding April 1 and October 1, respectively.
The 8% Senior Notes will mature on October 15, 2025. The Company may, at its option, redeem some or all of the 8% Senior Notes at any time at declining
redemption prices equal to (i) 106.000% through October 14, 2021, (ii) 104.000% beginning on October 15, 2021, (iii) 102.000% beginning on October 15, 2022
and (iv) 100.000% beginning on October 15, 2023 and thereafter, plus, in each case, accrued and unpaid interest, if any, to the applicable redemption date.
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Cincinnati Bell Inc.
In June 2020, contemporaneously with the 2024 Notes Consent Solicitation, the Company solicited consents from the holders of the 8% Senior Notes (the “2025
Notes Consent Solicitation”) to amend the 2025 Notes Indenture to (i) amend the definition of “Change of Control” so that MIP’s acquisition of the Company
would not constitute a Change of Control and (ii) add a definition of, and designate certain persons, including MIP and its affiliates and Ares Management
Corporation and its affiliates as, “Permitted Holders” of the 8% Senior Notes. On July 2, 2020, the Company received the requisite consents from the holders of the
8% Senior Notes, and accordingly, the Company together with its subsidiary guarantors entered into the Second Supplemental Indenture with the Trustee to give
effect to foregoing amendments effective concurrently with the consummation of the MIP Acquisition. Also as part of the 2025 Notes Consent Solicitation, the
Company, the subsidiary guarantors and the Trustee agreed to further amend the 2025 Notes Indenture effective concurrently with the consummation of the MIP
Acquisition to: (i) secure the 8% Senior Notes and the related guarantees on a pari-passu basis with the 7% Senior Notes and the senior secured credit facilities
(subject to certain exceptions) expected to be entered into in connection with the MIP acquisition, and (ii) add a covenant to the 2025 Notes Indenture that restricts
the Company from redeeming all or part of the applicable series of 8% Senior Notes under Section 3.07 of the 2025 Notes Indenture prior to October 15, 2021.
These further provisions will only be operative upon consummation of the MIP acquisition and subject to certain other conditions. Any collateral granted by the
Company (but not its subsidiaries) to secure the 8% Senior Notes will also secure the Issuer’s 7.25% Senior Notes due 2023 and any collateral granted by the
Company’s subsidiary CBT to secure the 8% Senior Notes will also secure CBT’s 6.30% Senior Notes due 2028, in each case on an equal and ratable basis.
Cincinnati Bell Telephone Notes
In 1998, CBT's predecessor issued $150.0 million in aggregate principal of 6.30% unsecured senior notes due 2028 (the "CBT Notes"), which are guaranteed on a
subordinated basis by the Company but not its subsidiaries. The indenture related to the CBT Notes does not subject the Company or CBT to restrictive financial
covenants, but it does contain a covenant providing that if CBT incurs certain liens on its property or assets, CBT must secure the outstanding CBT Notes equally
and ratably with the indebtedness or obligations secured by such liens. In 2017, CBT pledged its assets in support of the Company's debt under the Credit
Agreement, and as a result, the CBT Notes became equally and ratably secured with the collateral granted by CBT that secure the debt under the Credit Agreement.
The Company expects to enter into new senior secured credit facilities upon the consummation of the MIP acquisition, such that the new senior secured credit
facilities will be equally and ratably secured with the collateral granted by CBT to secure the CBT Notes. Additionally, in connection with the 2024 Notes Consent
Solicitation and the 2025 Notes Consent Solicitation, the Company has agreed to secure the 7% Senior Notes and the 8% Senior Notes on a pari-passu basis with
the new senior secured credit facilities upon the consummation of the MIP acquisition, such that at such time, the 7% Senior Notes and the 8% Senior Notes will
also become secured equally and ratably by the collateral granted by CBT to secure the CBT Notes.
The maturity date of the CBT notes is in 2028, and the CBT Notes may be redeemed at any time at a redemption price equal to the greater of 100% of the principal
amount of the CBT Notes to be redeemed or the sum of the present values of the remaining scheduled payments of principal and interest to maturity, plus accrued
interest to the redemption date. The indenture governing the CBT Notes provides for customary events of default, including for failure to make any payment when
due and for one or more defaults of any other existing debt instruments of the Company or CBT that exceeds $20.0 million, in the aggregate.
Finance Lease Liabilities
Finance lease liabilities represent our obligation for certain leased assets, including vehicles and various equipment. These leases generally contain renewal or
buyout options.
Debt Maturity Schedule
The following table summarizes our annual principal maturities of debt and other financing arrangements for the five years subsequent to December 31, 2020, and
thereafter:
(dollars in millions)
Year ended December 31,
2021
2022
2023
2024
2025
Thereafter
Net unamortized premium
Unamortized note issuance costs
Total debt
Debt
Other
financing
arrangements
$
$
6.0 $
73.0
210.3
1,193.5
350.0
87.9
1,920.7
1.1
(18.9)
1,902.9 $
1.9
0.5
0.4
—
—
—
2.8
—
—
2.8
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Deferred Financing Costs
Cincinnati Bell Inc.
Deferred financing costs are costs incurred in connection with obtaining long-term financing and renewing revolving credit agreements. Deferred financing costs
are amortized on the effective interest method. The Company incurred deferred financing costs of $0.4 million and $0.8 million in 2020 and 2019, respectively,
related to amending and renewing revolving credit agreements. The Company wrote-off deferred financing costs associated with the extinguishment of debt of $1.3
million in 2018.
The Company records costs incurred in connection with obtaining revolving credit agreements as an asset. As of December 31, 2020 and 2019, deferred financing
costs recorded to "Other non-current assets" totaled $2.0 million and $3.1 million, respectively. Amortization of deferred financing costs, included in "Interest
expense" in the Consolidated Statements of Operations, totaled $5.9 million in 2020, $6.4 million in 2019, and $5.7 million in 2018.
Debt Covenants
Credit Agreement
The Credit Agreement has financial covenants that require the Company to maintain certain leverage and interest coverage ratios. As of December 31, 2020, these
ratios and limitations include a maximum secured consolidated total leverage ratio of 3.50 to 1.00 and a minimum consolidated interest coverage ratio of 1.50 to
1.00. In addition, the Credit Agreement contains customary affirmative and negative covenants, including but not limited to, restrictions on Company's ability to
incur additional indebtedness, create liens, pay dividends, make certain investments, and prepay other indebtedness, sell, transfer, lease, or dispose of assets and
enter into, or undertake, certain liquidations, mergers, consolidations or acquisitions.
The Credit Agreement contains customary events of default (which are in some cases subject to certain exceptions, thresholds
and grace periods), including, but not limited to, nonpayment of principal or interest, failure to perform or observe covenants, breaches of representations and
warranties, cross-defaults with certain other indebtedness, certain bankruptcy-related events or proceedings, final monetary judgments or orders, ERISA defaults,
invalidity of loan documents or guarantees, and certain change of control events. If the Company were to violate any of its covenants and were unable to obtain a
waiver, it would be considered a default. If the Company were in default under the Credit Agreement, no additional borrowings under this facility would be
available until the default was waived or cured.
The Tranche B Term Loan due 2024 is subject to the same affirmative and negative covenants and events of default as the Revolving Credit Facility, except that a
breach of the financial covenants will not result in an event of default under the Tranche B Term Loan due 2024 unless and until the agent or a majority in interest
of the lenders under the Revolving Credit Facility have terminated their commitments under the Revolving Credit Facility and accelerated the loans then
outstanding under the Revolving Credit Facility in response to such breach in accordance with the terms and conditions of the Credit Agreement.
9. Leases
Lessee Disclosures
The Company primarily leases real estate for offices, retail stores and central offices, as well as equipment, cell towers and fleet vehicles. The Company leases its
real estate for terms between 1 and 55 years, its equipment for terms between 3 and 6 years, its cell towers for terms between 4 and 21 years and its vehicles for
terms of 5 years. Our leases have various expiration dates through 2066, some of which include options to extend the leases for up to 15 years.
Upon adoption of ASC 842 on January 1, 2019, the Company elected not to recognize leases with terms of one-year or less on the balance sheet. The Company's
leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease
liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal
to the lease payments on a collateralized basis over the term of the lease.
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Supplemental balance sheet information related to the Company's leases was as follows:
(dollars in millions)
Operating lease assets, net of amortization
Finance lease assets, net of amortization
Operating lease liabilities:
Current operating lease liabilities
Noncurrent operating lease liabilities
Total operating lease liabilities
Finance lease liabilities:
Current finance lease liabilities
Noncurrent finance lease liabilities
Total finance lease liabilities
The components of lease expense were as follows:
(dollars in millions)
Operating lease cost
Short-term lease cost
Variable lease cost
Finance lease cost:
Depreciation on leased assets
Interest on lease liabilities
Total lease cost
Cincinnati Bell Inc.
December 31,
2020
2019
Balance Sheet Location
Operating lease right-of-use assets
Property, plant and equipment, net
$
Other current liabilities
Operating lease liabilities
Current portion of long-term debt
Long-term debt, less current portion
$
37.4
28.0
9.6
33.6
43.2
13.9
52.1
66.0
$
$
35.8
33.2
10.9
32.1
43.0
14.3
59.5
73.8
13.2
0.3
2.1
8.3
5.1
29.0
Year Ended December 31,
2020
2019
$
$
13.0
0.3
2.6
7.0
4.5
27.4
$
$
Under ASC 840, the Company recorded lease expense of $18.4 million in 2018.
Other information related to leases was as follows:
(dollars in millions)
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases
Operating cash flows from operating leases
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for lease obligations:
New operating leases
New finance leases
Weighted Average Remaining Lease Term
Operating leases
Finance leases
Weighted Average Discount Rate
Operating leases
Finance leases
Future minimum lease payments under non-cancellable leases as of December 31, 2020 are as follows:
(dollars in millions)
Year ended December 31,
2021
2022
2023
2024
2025
Thereafter
Total future minimum lease payments
Less imputed interest
Total
Year Ended December 31,
2020
2019
4.4
12.1
16.6
12.6
7.7
$
$
$
$
$
7.35 years
6.88 years
5.42%
7.08%
5.1
11.0
14.4
7.5
14.5
7.93 years
7.20 years
6.94%
7.00%
Operating Leases
Finance Leases
11.7 $
8.7
7.3
5.5
4.3
17.2
54.7
(10.4)
44.3 $
17.5
12.7
9.2
8.4
7.4
29.5
84.7
(18.7)
66.0
$
$
$
$
$
$
$
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Form 10-K Part II
Cincinnati Bell Inc.
As of December 31, 2020, we have an additional operating lease for a building that has not yet commenced for $1.1 million. This operating lease will commence on
January 1, 2021 with a lease term of 10 years.
Sale-Leaseback Disclosures
On December 31, 2020, the Company, through its subsidiary Hawaiian Telcom, sold its real property in Wailuku, Hawaii to the County of Maui for $3.7 million.
Net proceeds received from the transaction were approximately $3.5 million after transactional costs. Concurrently with the sale, the Company entered into an
operating lease arrangement with the County of Maui for a portion of the building to maintain use of the location as a central office switching station. The
transaction qualified for sale-leaseback accounting in accordance with ASC 842, and the Company recognized a nominal loss associated with the sale in 2020. The
Company will record an operating lease right-of-use asset and liability of $1.1 million related to the leaseback agreement on January 1, 2021.
Lessor Disclosures
The Company has operating leases related to its dark fiber arrangements for terms between 1 and 30 years. Our leases have various expiration dates through 2048,
some of which include options to extend the lease. The Company recorded $2.9 million and $3.1 million in lease income related to operating lease payments in
2020 and 2019, respectively.
The Company owns the underlying assets associated with its operating leases and records them in "Property, plant and equipment, net" on the Consolidated
Balance Sheets.
Future minimum lease payments to be received under non-cancellable leases as of December 31, 2020 are as follows:
(dollars in millions)
Year ended December 31,
2021
2022
2023
2024
2025
Thereafter
Total future minimum lease payments
Less imputed interest
Total
10. Commitments and Contingencies
Other Installment Financing Arrangements
Operating Leases
2.4
1.9
1.8
1.8
1.7
15.4
25.0
(8.8)
16.2
$
$
Prior to the acquisition of Hawaiian Telcom in July 2018, Hawaiian Telcom had an open dispute related to jointly-owned utility poles. Each of the electric utilities
for the four counties in the State of Hawaii had separate agreements with Hawaiian Telcom for the joint ownership and maintenance of utility poles along with
other third parties, such as the State of Hawaii. The agreements set forth various circumstances requiring pole removal, installation and replacement and the sharing
of costs among the joint pole owners. The agreements allowed for the cost of work done by one joint pole owner to be shared by the other joint pole owners based
on the apportionment of costs in the agreements. Generally, the electric utilities had maintained, replaced and installed the majority of the jointly-owned poles and
had billed the other joint pole owners for their respective share of the costs. Hawaiian Telcom had a disagreement with the common owner of the utilities in three of
the counties in Hawaii regarding the amount the utilities were requesting for their share of the capitalized costs.
The agreement approved by the Hawaii Public Utilities Commission in October 2018 provided for the transfer of Hawaiian Telcom’s ownership responsibility of
the poles to Hawaiian Electric Company (HEC) and Hawaiian Telcom to pay a fixed annual fee to HEC for continued use of the poles. The agreement, referred to
as the Pole License Agreement, has a duration of 10 years at a fixed rate with two renewal options each for five year terms. Due to the continuing involvement by
the Company, this transaction does not meet the requirements to be accounted for as a sale-leaseback, and therefore it has been treated as a financing
obligation. As of December 31, 2020, the Company has a liability recorded of $38.0 million related to the payments for the use of the poles, of which $1.3 million
is recognized within "Other current liabilities" in the Consolidated Balance Sheets. As of December 31, 2019, the Company had a liability recorded of $39.1
million related to the payments for the use of the poles, of which $1.1 million is recognized within “Other current liabilities” in the Consolidated Balance Sheets.
The IT Services and Hardware segment entered into an agreement in June 2018 for a building to use in its data center operations. Structural improvements were
made to the facility in excess of normal tenant improvements and, as such, we are deemed the accounting owner of the facility. The term of the agreement for the
building shell is a duration of 10 years with two renewal options each with a two-year term. As of December 31, 2020, the Company has a liability of $4.1 million
related to the financing arrangement, of which $0.4 million is recognized within “Other current liabilities” and $3.7 million is recognized within "Other noncurrent
liabilities" in the Consolidated Balance Sheets. As of December 31, 2019, the Company had a liability of $4.4 million related to the financing arrangement which
is recognized within "Other noncurrent liabilities" in the Consolidated Balance Sheets.
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Cincinnati Bell Inc.
The future minimum payments under the base agreements, as well as the renewal options for each lease which the Company expects to exercise, are as follows:
(dollars in millions)
Year ended December 31,
2021
2022
2023
2024
2025
Thereafter
Total future minimum financing obligation payments
Less imputed interest
Total
Trans-Pacific Submarine Cable
$
$
0.8
3.5
5.8
5.8
5.8
52.0
73.7
(33.5)
40.2
Commensurate to the acquisition of Hawaiian Telcom, the Company gained access to the SEA-US cable. In August 2014, Hawaiian Telcom joined several other
telecommunication companies to form a consortium to build and operate the SEA-US cable. The total system cost was $235.0 million and was primarily composed
of a supply contract with the lead contractor. The Company has a fractional ownership in the system and recognizes its fractional share at cost. In addition, the
Company constructed a cable landing station in Hawaii and provides cable landing services. The system was completed in August 2017. During 2020 and 2019, the
Company incurred costs of $0.7 million and $0.4 million, respectively, primarily to the cable contractor for construction, with all such costs capitalized.
The Company has excess capacity on its share of the SEA-US cable that it makes available to other carriers for a fee. The Company has contracted and expects to
enter into additional IRU agreements with other carriers for use of this excess fiber circuit capacity. The Company may receive up-front payments for services to be
delivered over a period of up to 25 years. The Company has a remaining obligation related to the sale of capacity and other services of $20.8 million and $21.3
million at December 31, 2020 and 2019, respectively, recorded in "Other noncurrent liabilities" and $1.3 million and $1.2 million at December 31, 2020 and 2019,
respectively, recorded to “Other current liabilities” in the Consolidated Balance Sheets, which was previously received in up-front payments. The Company is
recognizing revenue for the cable on a straight-line basis over the contract term. The Company recognizes a financing component in accordance with ASC 606
associated with the upfront payments as the contract terms range up to 25 years.
Asset Retirement Obligations
Asset retirement obligations exist for certain assets. In conjunction with the acquisition of Hawaiian Telcom, the Company recognized certain asset retirement
obligations related to underground tanks and environmental remediation that will occur prior to the retirement of certain assets. These obligations are recorded in
"Other noncurrent liabilities" in the Consolidated Balance Sheets. Additionally, the Company recognizes certain asset retirement obligations related to data center
leases which are recorded in "Accounts payable" in the Consolidated Balance Sheets.
The following table presents the activity for the Company’s asset retirement obligations:
(dollars in millions)
Balance, beginning of period
Hawaiian Telcom opening balance sheet adjustment
Liabilities incurred
Liabilities settled
Accretion expense
Balance, end of period
Indemnifications
December 31,
2020
2019
$
$
7.1 $
—
—
(0.6)
0.2
6.7 $
9.1
(3.2)
1.8
(0.7)
0.1
7.1
During the normal course of business, the Company makes certain indemnities, commitments, and guarantees under which it may be required to make payments in
relation to certain transactions. These include (a) intellectual property indemnities to customers in connection with the use, sale, and/or license of products and
services, (b) indemnities to customers in connection with losses incurred while performing services on their premises, (c) indemnities to vendors and service
providers pertaining to claims based on negligence or willful misconduct of the Company, (d) indemnities involving the representations and warranties in certain
contracts, and (e) outstanding letters of credit which totaled $13.9 million as of December 31, 2020. In addition, the Company has made contractual commitments
to several employees providing for payments upon the occurrence of certain prescribed events. The majority of these indemnities, commitments, and guarantees do
not provide for any limitation on the maximum potential for future payments that the Company could be obligated to make.
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Cincinnati Bell Inc.
As permitted under Ohio law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the
officer or director is, or was, serving at the Company's request in such capacity. The term of the indemnification period is for the lifetime of the officer or
director. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited;
however, the Company has a director and officer insurance policy that limits the Company's exposure and enables the Company to recover a portion of any future
amounts paid. As a result of the Company's insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is
minimal. The Company has no liabilities recorded for these agreements as of December 31, 2020 or 2019.
Purchase Commitments
The Company has purchase commitments and blanket purchase requisitions related to certain goods and services. These agreements typically range from one to
three years. As of December 31, 2020 and 2019, the minimum commitments associated with these arrangements that are noncancellable in nature, are not
considered significant. The Company generally has the right to cancel open purchase orders prior to delivery and to terminate the contracts without cause.
Litigation
Cincinnati Bell and its subsidiaries are subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations in the normal
course of business. We believe the liabilities accrued for legal contingencies in our consolidated financial statements, as prescribed by GAAP, are adequate in light
of the probable and estimable contingencies. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal
proceedings, claims, tax examinations, and other matters, and to comply with applicable laws and regulations, will not exceed the amounts reflected in our
consolidated financial statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of December 31, 2020, cannot be reasonably
determined.
11. Financial Instruments and Fair Value Measurements
Interest Rate Swaps
The Company uses interest rate swap agreements to minimize its exposure to interest rate fluctuations on variable rate debt borrowings. Interest rate swaps involve
the exchange of fixed and variable rate interest payments and do not represent an actual exchange of the underlying notional amounts between parties.
In the second quarter of 2018, the Company entered into one forward starting non-amortizing interest rate swap with a notional amount of $300.0 million to convert
variable rate debt to fixed rate debt. The interest rate swap became effective in June 2018 and expires in June 2023. The interest rate swap results in interest
payments based on an average fixed rate of 2.938% plus the applicable margin per the requirements in the Credit Agreement.
In the first quarter of 2019, the Company entered into three forward starting non-amortizing interest rate swaps, with a notional amount of $89.0 million each, to
convert variable rate debt to fixed rate debt. The interest rate swaps became effective in March 2019 and expire in March 2024. The interest rate swaps result in
interest payments based on an average fixed rate per swap of 2.275%, 2.244% and 2.328% plus the applicable margin per the requirements in the Credit
Agreement.
During the next twelve months, the Company estimates that $9.3 million will be reclassified as an increase to interest expense.
The fair value of the Company's interest rate swaps are impacted by the credit risk of both the Company and its counterparties. The Company has agreements with
its derivative financial instrument counterparties that contain provisions providing that if the Company defaults on the indebtedness associated with its derivative
financial instruments, then the Company could also be declared in default on its derivative financial instruments obligations. In addition, the Company minimizes
nonperformance risk on its derivative instruments by evaluating the creditworthiness of its counterparties, which are limited to major banks and financial
institutions.
Upon inception, the interest rate swaps were designated as cash flow hedges under ASC 815, with gains and losses, net of tax, measured on an ongoing basis
recorded in accumulated other comprehensive loss. The fair value of the interest rate swaps are categorized as Level 2 in the fair value hierarchy as they are based
on well-recognized financial principles and available market data.
As of December 31, 2020, the fair value of the interest rate swap liability was $25.4 million and is recorded in the Consolidated Balance Sheets as follows:
(dollars in millions)
Liabilities:
Interest Rate Swap
Interest Rate Swap
Balance Sheet Location
December 31,
2020
Quoted
Prices in
Active
Markets
Level 1
Significant
Observable
Inputs
Level 2
Significant
Unobservable
Inputs
Level 3
Other current liabilities
Other noncurrent liabilities
$
$
92
9.3 $
16.1 $
— $
— $
9.3 $
16.1 $
—
—
Table of Contents
Form 10-K Part II
Cincinnati Bell Inc.
As of December 31, 2019, the fair value of the interest rate swap liability was $19.0 million and is recorded in the Consolidated Balance Sheets as of December 31,
2019 as follows:
(dollars in millions)
Liabilities:
Interest Rate Swap
Interest Rate Swap
Balance Sheet Location
December 31,
2019
Quoted
Prices in
Active
Markets
Level 1
Significant
Observable
Inputs
Level 2
Significant
Unobservable
Inputs
Level 3
Other current liabilities
Other noncurrent liabilities
$
$
5.7 $
13.3 $
— $
— $
5.7 $
13.3 $
—
—
The amount of losses recognized in Accumulated Other Comprehensive Income ("AOCI") net of reclassifications into earnings is as follows:
(dollars in millions)
Interest Rate Swap
2020
$
The amount of losses reclassified from AOCI into earnings is as follows:
(dollars in millions)
Interest Rate Swap
Statement of Operations Location
Interest Expense
$
2020
Disclosure on Financial Instruments
Year Ended
December 31,
(6.4)
$
Year Ended
December 31,
(8.4)
$
2019
(14.0)
2019
(2.2)
The carrying values of the Company's financial instruments approximate the estimated fair values as of December 31, 2020 and December 31, 2019, except for the
Company's long-term debt and other financing arrangements. The carrying and fair values of these items are as follows:
(dollars in millions)
Long-term debt, including current portion*
Other financing arrangements
December 31, 2020
December 31, 2019
Carrying Value
Fair Value
Carrying Value
Fair Value
$
1,921.8 $
42.1
1,973.4 $
58.6
1,867.5 $
43.5
1,921.5
55.5
*
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 December 31, 2020 and December 31, 2019, which
is considered Level 2 of the fair value hierarchy. The fair value of 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 December 31, 2020, the
current borrowing rate was estimated by applying the Company's credit spread to the risk-free rate for a similar duration borrowing.
12. Pension and Postretirement Plans
Savings Plans
The Company sponsors several defined contribution plans covering substantially all employees. The Company's contributions to the plans are based on matching a
portion of the employee contributions. Both employer and employee contributions are invested in various investment funds at the direction of the
employee. Employer contributions to the defined contribution plans were $13.1 million, $12.9 million, and $11.3 million in 2020, 2019, and 2018, respectively.
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Pension and Postretirement Plans
Cincinnati Plans
Cincinnati Bell Inc.
The Company sponsors three noncontributory defined benefit pension plans: one for eligible management employees, one for non-management employees, and one
supplemental, nonqualified, unfunded plan for certain former senior executives (collectively the "Cincinnati Plans"). The management pension plan is a cash
balance plan in which the pension benefit is determined by a combination of compensation-based credits and annual guaranteed interest credits. The non-
management pension plan is also a cash balance plan in which the combination of service and job-classification-based credits and annual interest credits determine
the pension benefit. Benefits for the supplemental plan are based on eligible pay, adjusted for age and service upon retirement. We fund both the management and
non-management plans in an irrevocable trust through contributions, which are determined using the traditional unit credit cost method. We also use the traditional
unit credit cost method for determining pension cost for financial reporting purposes.
During 2020, the management pension plan made lump sum payments of $6.0 million resulting in a reduction of the plan benefit obligation of $6.0 million. The
Company recorded a pension settlement cost of $2.3 million in 2020 as a result of the lump sum payments to the plan participants exceeding the sum of the service
cost and the interest cost component of the net pension cost.
The Company also provides healthcare and group life insurance benefits for eligible retirees. We fund healthcare benefits and other group life insurance benefits
using Voluntary Employee Benefit Association ("VEBA") trusts. It is our practice to fund amounts as deemed appropriate from time to time. Contributions are
subject to Internal Revenue Service ("IRS") limitations developed using the traditional unit credit cost method. The actuarial expense calculation for our
postretirement health plan is based on numerous assumptions, estimates, and judgments including healthcare cost trend rates and cost sharing with retirees. Retiree
healthcare benefits were phased out as of December 31, 2018 for all employees, with the exception of a small group of grandfathered employees. The
postretirement health plan also includes liabilities associated with employees who have special death benefits only.
Hawaii Plans
The Company sponsors 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"). The
noncontributory defined benefit plan was frozen as of March 1, 2012, and the cash balance pension plan was frozen as of April 1, 2007.
During 2020, Hawaiian Telcom’s pension plans made lump sum payments of $15.1 million resulting in a reduction of plan benefit obligation of $15.1 million. The
Company recorded a pension settlement cost of $1.5 million in 2020 as a result of lump sum payments to the plan participants exceeding the sum of the service cost
and the interest cost component of the net pension cost. During 2019, Hawaiian Telcom’s pension plans made lump sum payments of $1.0 million resulting in a
reduction of plan benefit obligation of $1.0 million and a nominal pension settlement cost. During 2018, Hawaiian Telcom's pension plans made lump sum
payments of $3.6 million resulting in a reduction of plan benefit obligation of $3.6 million and a pension settlement cost of $0.1 million.
Components of Net Periodic Cost
The following information relates to noncontributory defined benefit pension plans, postretirement healthcare plans, and life insurance benefit plans at December
31, 2020, 2019 and 2018 for the Cincinnati Plans and the Hawaii Plans. Hawaii pension and postretirement costs recorded in 2018 are related to the six month
period subsequent to the July 2, 2018 acquisition date. In accordance with ASU 2017-07, only the service cost component of net benefit cost is eligible for
capitalization, which was immaterial for 2020, 2019 and 2018.
Pension and postretirement benefit costs for these plans were comprised of:
(dollars in millions)
Service cost
Interest cost on projected benefit obligation
Expected return on plan assets
Amortization of:
Prior service benefit
Actuarial loss
Pension settlement charges
Pension/postretirement cost
2020
Pension Benefits
2019
2018
Postretirement and Other Benefits
2019
2018
2020
— $
23.9
(30.7)
—
13.7
—
6.9 $
— $
20.0
(29.8)
—
17.0
0.1
7.3 $
0.4 $
3.7
—
(2.5)
1.2
—
2.8 $
0.6 $
5.0
—
(2.5)
1.8
—
4.9 $
0.6
4.2
—
(3.1)
4.1
—
5.8
$
$
— $
18.8
(29.0)
—
18.1
3.8
11.7 $
94
Table of Contents
Form 10-K Part II
Cincinnati Bell Inc.
The following are the weighted-average assumptions used in measuring the net periodic cost of the pension and postretirement benefits:
Cincinnati Plans
Discount rate
Expected long-term rate of return
Cash balance interest credit rate
Future compensation growth rate
Hawaii Plans
Discount rate
Expected long-term rate of return
Cash balance interest credit rate
Future compensation growth rate
2020
Pension Benefits
2019
2018
Postretirement and Other Benefits
2019
2018
2020
3.10%
6.00%
4.00%
—
4.20%
6.50%
4.00%
—
3.60%
7.00%
4.00%
—
3.20%
—
—
—
4.30%
—
—
—
2020
Pension Benefits
2019
2018
2020
Postretirement and
Other Benefits
2019
2018
2.80%
6.00%
2.00%
—
4.20%
6.50%
2.20%
—
4.10%
7.00%
3.10%
—
3.30%
—
—
—
4.40%
—
—
—
3.60%
—
—
—
4.20%
—
—
—
The expected long-term rate of return on plan assets, developed using the building block approach, for each of the plans is based on the mix of investments held
directly by the plans and the current view of expected future returns, which is influenced by historical averages. Changes in actual asset return experience and
discount rate assumptions can impact the Company’s operating results, financial position and cash flows.
The Company utilized the Pri-2012/MP-2020 and Pri-2012/MP-2019 mortality tables published by the Society of Actuaries to measure the benefit obligations as of
December 31, 2020 and 2019, respectively.
Benefit Obligation and Funded Status
Changes in the plans' benefit obligations and funded status are as follows:
(dollars in millions)
Change in benefit obligation:
Benefit obligation at January 1,
Service cost
Interest cost
Actuarial loss (gain) (a) (b)
Benefits paid
Retiree drug subsidy received
Settlements (c)
Other
Benefit obligation at December 31,
Change in plan assets:
Fair value of plan assets at January 1,
Actual return on plan assets
Employer contributions
Retiree drug subsidy received
Benefits paid
Settlements (c)
Fair value of plan assets at December 31,
Unfunded status
Pension Benefits
Postretirement and Other Benefits
2020
2019
2020
2019
$
$
$
$
652.9 $
—
18.8
62.8
(39.3)
—
(21.1)
—
674.1 $
538.8 $
84.5
7.7
—
(39.3)
(21.1)
570.6
(103.5) $
606.8 $
—
23.9
72.7
(49.5)
—
(1.0)
—
652.9 $
482.4 $
101.0
5.9
—
(49.5)
(1.0)
538.8
(114.1) $
116.3 $
0.4
3.7
(3.5)
(7.9)
0.1
—
0.5
109.6 $
4.3 $
0.1
6.5
0.1
(7.9)
—
3.1
(106.5) $
123.7
0.6
5.0
(5.1)
(8.6)
0.1
—
0.6
116.3
5.8
0.3
6.7
0.1
(8.6)
—
4.3
(112.0)
(a) The actuarial loss recorded during the periods ended December 31, 2020 and 2019 for the pension plans was primarily driven by changes in the discount
rate as well as gains or losses to record pension assets to fair value.
(b) The actuarial (gain) recorded for the period ending December 31, 2020 for the postretirement plans is primarily due to an updated participation
assumption for the Hawaii plans for terminated vested participants as a result of an experience study completed in 2020 partially offset by changes to
the discount rate for both plans. The actuarial (gain) recorded for the period ending December 31, 2019 is primarily due to updated participant
assumptions for the Hawaii plans partially offset by changes to the discount rate and updated mortality tables.
95
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Form 10-K Part II
Cincinnati Bell Inc.
(c) The increase in pension plan settlements in 2020 increased due to participant elections to take lump sum payments upon termination as result of the
voluntary severance program offered to employees in both Cincinnati and Hawaii. The extent of the funding exceeded the settlement accounting
threshold, and as such in the year ended December 31, 2020, these activities have been categorized as settlements.
The following are the weighted-average assumptions used in accounting for and measuring the projected benefit obligations:
Cincinnati Plans
Discount rate
Cash balance interest credit rate
Future compensation growth rate
Hawaii Plans
Discount rate
Cash balance interest credit rate
Future compensation growth rate
Pension Benefits
December 31,
Postretirement and Other Benefits
December 31,
2020
2019
2020
2019
2.40%
4.00%
—
3.10%
4.00%
—
2.40%
—
—
Pension Benefits
December 31,
Postretirement and
Other Benefits
December 31,
2020
2019
2020
2019
2.30%
1.20%
—
3.10%
2.30%
—
2.60%
—
—
3.20%
—
—
3.30%
—
—
6.5%
4.5%
2024
The assumed healthcare cost trend rate used to measure the postretirement health benefit obligation is shown below:
Cincinnati Plans
Healthcare cost trend
Rate to which the cost trend is assumed to decline (ultimate trend rate)
Year the rates reach the ultimate trend rate
December 31,
2020
2019
6.5%
4.5%
2025
The projected benefit obligation is recognized in the Consolidated Balance Sheets as follows:
(dollars in millions)
Accrued payroll and benefits (current liability)
Pension and postretirement benefit obligations (noncurrent liability)
Total
$
$
Pension Benefits
December 31,
Postretirement and Other Benefits
December 31,
2020
2019
2020
2019
2.1 $
101.4
103.5 $
2.1 $
112.0
114.1 $
8.5 $
98.0
106.5 $
9.5
102.5
112.0
Amounts recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets which have not yet been recognized in net pension costs
consisted of the following:
(dollars in millions)
Prior service (cost) benefit, net of tax of ($0.1), ($0.1), $3.4, $4.0
Actuarial loss, net of tax of ($39.0), ($42.4), ($4.3), ($5.4)
Total
Pension Benefits
December 31,
Postretirement and Other Benefits
December 31,
2020
2019
2020
2019
$
$
(0.1) $
(136.1)
(136.2) $
(0.1) $
(147.5)
(147.6) $
13.7 $
(16.3)
(2.6) $
15.6
(20.0)
(4.4)
Amounts recognized in "Accumulated other comprehensive loss" on the Consolidated Statements of Shareowners’ Deficit and the Consolidated Statements of
Comprehensive Income are shown below:
(dollars in millions)
Prior service cost recognized:
Reclassification adjustments
Actuarial (loss) gain recognized:
Reclassification adjustments
Actuarial (loss) gain arising during the period
Pension Benefits
Postretirement and Other Benefits
2020
2019
2020
2019
$
— $
— $
(2.5) $
21.9
(7.1)
13.7
(2.3)
1.2
3.6
(2.5)
1.8
5.5
96
Table of Contents
Form 10-K Part II
Plan Assets, Investment Policies and Strategies
Cincinnati and Hawaii Plans
Cincinnati Bell Inc.
The primary investment objective for the trusts holding the assets of the pension and postretirement plans is preservation of capital with a reasonable amount of
long-term growth and income without undue exposure to risk. The investment follows a glide path approach toward liability-driven investing that shifts a higher
portfolio weighting to fixed income as the plan’s funded status increases. The current target allocations for the pension plan assets are 50% equity securities and
50% investment grade fixed income securities. Equity securities are primarily held in the form of passively managed funds that seek to track the performance of a
benchmark index. Equity securities include investments in growth and value common stocks of companies located in the United States, which represents
approximately 50% of the equity securities held by the pension plans at December 31, 2020, as well as stock of international companies located in both developed
and emerging markets around the world. Fixed income securities primarily include holdings of funds, which generally invest in a variety of intermediate and long-
term investment grade corporate bonds from diversified industries and U.S. Treasuries. The postretirement plan assets held by the Cincinnati plan are currently
invested in a group insurance contract.
The fair values of the pension plan assets at December 31, 2020 and 2019 by asset category are as follows:
(dollars in millions)
Mutual funds
U.S. equity index funds
International equity index funds
Fixed income bond funds
Fixed income short-term money market funds
Group insurance contract
Total
(dollars in millions)
Mutual funds
U.S. equity index funds
International equity index funds
Fixed income bond funds
Fixed income short-term money market funds
Group insurance contract
Total
December 31,
2020
Quoted Prices
in active
markets
Level 1
Significant
observable
inputs
Level 2
Significant
unobservable
inputs
Level 3
151.2 $
152.4
265.0
2.0
3.1
573.7 $
151.2 $
152.4
265.0
2.0
—
570.6 $
— $
—
—
—
—
— $
December 31,
2019
Quoted Prices
in active
markets
Level 1
Significant
observable
inputs
Level 2
Significant
unobservable
inputs
Level 3
137.2 $
137.4
263.7
0.5
4.3
543.1 $
137.2 $
137.4
263.7
0.5
—
538.8 $
— $
—
—
—
—
— $
$
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
The fair values of Level 1 investments are based on quoted prices in active markets.
The group insurance contract is valued at contract value plus accrued interest and has not been included in the fair value hierarchy, but is included in the totals
above.
Contributions to our qualified pension plans were $5.5 million in 2020, $3.6 million in 2019, and $9.3 million in 2018. The 2018 contributions include a $5.0
million contribution to the Hawaii Plans that was required by the Public Utilities Commission of the State of Hawaii in order to complete the merger. Contributions
to our non-qualified pension plan were $2.2 million in 2020, $2.3 million in 2019, and $2.3 million in 2018.
Based on current assumptions, contributions are expected to be approximately $3 million to both the qualified and non-qualified plans in 2021. Management
expects to make cash payments of approximately $8 million related to its postretirement health plans in 2021.
97
Table of Contents
Form 10-K Part II
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next ten years:
Cincinnati Bell Inc.
(dollars in millions)
2021
2022
2023
2024
2025
Years 2026 - 2030
13. Shareowners’ Deficit
Common Shares
Pension
Benefits
$
Postretirement
and Other
Benefits
Medicare
Subsidy
Receipts
55.3 $
54.6
51.0
50.0
49.0
198.7
8.7 $
8.2
7.8
7.4
7.0
30.6
(0.2)
(0.2)
(0.1)
(0.1)
(0.1)
(0.4)
The par value of the Company’s common shares is $0.01 per share. At December 31, 2020 and 2019, common shares outstanding were 50,680,605 and
50,420,700, respectively.
In 2010, the Board of Directors approved a plan for repurchase of up to $150.0 million of the Company's common shares. In 2020, 2019 and 2018, no shares were
repurchased or retired under this plan. As of December 31, 2020, the Company had the authority to repurchase $124.4 million of its common stock.
On July 2, 2018, the Company completed its acquisition of Hawaiian Telcom. In conjunction with the acquisition, the Company issued 7.7 million common shares
as stock consideration, with a total value of $121.2 million.
Preferred Shares
The Company is authorized to issue 1,357,299 shares of voting preferred stock without par value and 1,000,000 shares of nonvoting preferred stock without par
value. The Company issued 155,250 voting shares of 6 3/4% cumulative convertible preferred stock at stated value. These shares were subsequently deposited
into a trust in which the underlying 155,250 shares are equivalent to 3,105,000 depositary shares. Shares of this preferred stock can be converted at any time at the
option of the holder into common stock of the Company at a conversion rate of 5.7676 shares of the Company common stock per one share of 6 3/4% cumulative
convertible preferred stock. Annual dividends of $67.50 per share (or $3.3752 per depositary share) on the outstanding 6 3/4% convertible preferred stock are
payable quarterly in arrears in cash, or in common stock in certain circumstances if cash payment is not legally permitted. The liquidation preference on the 6 3/4%
cumulative convertible preferred stock is $1,000 per share (or $50 per depositary share). The Company paid $10.4 million in preferred stock dividends in each of
2020, 2019, and 2018.
Accumulated Other Comprehensive Loss
Shareowners’ deficit includes an accumulated other comprehensive loss that is comprised of pension and postretirement unrecognized prior service cost and
unrecognized actuarial losses, unrealized loss on cash flow hedges arising during the period and foreign currency translation losses.
98
Table of Contents
Form 10-K Part II
Cincinnati Bell Inc.
For the years ended December 31, 2020 and 2019, the changes in accumulated other comprehensive loss by component were as follows:
(dollars in millions)
Balance as of December 31, 2018
Remeasurement of benefit obligations
Reclassifications, net
Unrealized loss on cash flow hedges arising during the period, net
Foreign currency gain
Balance as of December 31, 2019
Remeasurement of benefit obligations
Reclassifications, net
Unrealized loss on cash flow hedges arising during the period, net
Foreign currency gain
Balance as of December 31, 2020
$
$
$
Unrecognized
Net Periodic
Pension and
Postretirement
Benefit Cost
Unrealized
Loss on
Cash Flow
Hedges, Net
Foreign
Currency
Translation
Loss
Total
$
(164.5)
2.5
10.0 (a)
—
—
(152.0)
(2.7)
15.9 (a)
—
—
(138.8)
$
$
$
(3.9)
—
1.7 (b)
(12.5) (c)
—
(14.7)
—
6.4 (b)
(11.4) (c)
—
(19.7)
$
$
(7.1) $
—
—
—
3.7
(3.4) $
—
—
—
2.2
(1.2) $
(175.5)
2.5
11.7
(12.5)
3.7
(170.1)
(2.7)
22.3
(11.4)
2.2
(159.7)
(a) These reclassifications are included in the other components of net periodic pension and postretirement benefit plans expense and represent amortization
of prior service benefit and actuarial loss, net of tax and pension settlement charges, net of tax. The other components of net periodic pension and
postretirement benefit plans expense are recorded in "Other components of pension and postretirement benefit plans expense" on the Consolidated
Statements of Operations. See Note 12 for further disclosures.
(b) These reclassifications are reported within "Interest expense" on the Consolidated Statements of Operations when the hedged transactions impact
earnings.
(c) The unrealized loss on cash flow hedges represents the change in the fair value of the derivative instruments that occurred during the period, net of
tax. The unrealized loss on cash flow hedges is recorded in "Other current liabilities" and "Other noncurrent liabilities" on the Consolidated Balance
Sheets. See Note 11 for further disclosures.
14. Income Taxes
Income tax expense for continuing operations consisted of the following:
(dollars in millions)
Current:
Federal
State and local
Foreign
Total current
Deferred:
Federal
State and local
Foreign
Total deferred
Valuation allowance
Total
$
$
99
2020
Year Ended December 31,
2019
2018
(1.4) $
0.6
3.5
2.7
(13.8)
7.7
(1.3)
(7.4)
(20.8)
(25.5)
(1.4) $
—
0.5
(0.9)
(9.1)
(1.5)
0.4
(10.2)
0.5
$
(10.6)
$
(0.6)
0.9
1.6
1.9
(10.3)
5.7
(1.0)
(5.6)
13.1
9.4
Table of Contents
Form 10-K Part II
Cincinnati Bell Inc.
The following is a reconciliation of the statutory federal income tax rate with the effective tax rate for each year:
U.S. federal statutory rate
State and local income taxes, net of federal income tax
Transaction costs
Non-Deductible meals and entertainment
Equity compensation
Merger adjustments
State net operating loss adjustments
Change in valuation allowance, net of federal income tax
Change in uncertain tax positions
Other differences, net
Effective tax rate
2020
Year Ended December 31,
2019
2018
21.0%
1.4
(8.6)
(0.4)
—
—
(9.5)
25.7
2.5
(0.6)
31.5%
21.0%
2.1
(3.0)
(1.5)
(1.7)
(1.7)
(1.0)
(0.5)
—
—
13.7%
21.0%
1.4
(3.1)
(1.8)
0.3
—
(10.1)
(21.8)
—
(1.4)
(15.5)%
The income tax (benefit) provision was charged to continuing operations or accumulated other comprehensive income (loss) as follows:
(dollars in millions)
Income tax (benefit) provision related to:
Continuing operations
Accumulated other comprehensive income
The components of our deferred tax assets and liabilities were as follows:
2020
Year Ended December 31,
2019
2018
$
(25.5) $
2.4
(10.6) $
0.2
9.4
1.3
(dollars in millions)
Deferred tax assets:
Net operating loss carryforwards
Finance and operating lease obligations
Pension and postretirement benefits
Employee benefits
Interest limitation
State tax credit
Other
Total deferred tax assets
Valuation allowance
Total deferred tax assets, net of valuation allowance
Deferred tax liabilities:
Property, plant and equipment and intangibles
Other
Total deferred tax liabilities
Net deferred tax assets
100
December 31,
2020
2019
$
$
$
$
239.9 $
19.7
50.4
9.1
—
9.0
31.4
359.5
(28.4)
331.1 $
(250.9) $
(8.6)
(259.5)
71.6 $
210.2
29.1
54.3
6.1
16.6
9.2
29.0
354.5
(49.3)
305.2
(239.2)
(18.4)
(257.6)
47.6
Table of Contents
Form 10-K Part II
Cincinnati Bell Inc.
As of December 31, 2020, the Company had $940.4 million of federal net operating loss carryforwards with a deferred tax asset value of $197.5 million and $42.4
million in deferred tax assets related to state and local net operating loss carryforwards. Federal net operating loss carryforwards of $125.6 million will expire in
2023, if unused. U.S. tax laws limit the annual utilization of net operating loss carryforwards of acquired entities but the Company expects to fully utilize the net
operating loss carryforwards.
The Company assessed all available positive and negative evidence to determine whether it expects that sufficient future taxable income will be generated to allow
it to realize its existing deferred tax assets. Despite the cumulative book loss incurred over the three-year period ended December 31, 2020, there is sufficient
objectively verifiable income for management to conclude that it is more likely than not that the Company will utilize available federal net operating loss
carryforwards prior to their expiration.
In 2020, the CARES Act was enacted, which amended section 163(j) of the Internal Revenue Code to increase the deduction limit for interest expense. As a result
of the increased limit, the Company was able to release substantially all of its valuation allowances against deferred tax assets relating to previously-disallowed
interest expense, which were $16.6 million as of December 31, 2019.
As of December 31, 2020 and 2019, the Company has valuation allowances of $28.4 million and $32.7 million, respectively, recorded against other deferred tax
assets consisting primarily of state and local net operating loss carryforwards and state credits. Management has concluded that it is more likely than not that it will
realize all other deferred tax assets.
The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is $19.0 million and $21.7 million at December 31, 2020 and
December 31, 2019, respectively. Accrued interest and penalties on income tax uncertainties were immaterial as of December 31, 2020 and
2019.
A reconciliation of the unrecognized tax benefits is as follows:
(dollars in millions)
Balance, beginning of year
Change in tax positions for the current year
Change in tax positions for prior years
Balance, end of year
2020
Year Ended December 31,
2019
2018
$
$
21.9 $
(2.2)
(0.5)
19.2 $
22.0 $
0.2
(0.3)
21.9 $
22.2
—
(0.2)
22.0
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various foreign, state and local jurisdictions. With a few exceptions,
the Company is no longer subject to U.S. federal, state or local examinations for years before 2016.
The Company has not recorded deferred income taxes on the undistributed earnings of its foreign subsidiaries because of management’s intent to indefinitely
reinvest such earnings. Determination of the amount of any unrecognized deferred income tax liability on temporary differences arising from tax and financial
reporting basis differences has not been practicable.
15. Stock-Based and Deferred Compensation Plans
The Company may grant stock options, stock appreciation rights, performance-based awards, restricted stock units, and time-based restricted shares to officers and
key employees under the 2017 Long-Term Incentive Plan and stock options, restricted shares, and restricted stock units to directors under the 2017 Stock Plan for
Non-Employee Directors. The maximum number of shares authorized and available for award under the 2017 plans at December 31, 2020 was 1.1 million.
On July 2, 2018, the Company completed its acquisition of Hawaiian Telcom. In conjunction with the acquisition, the Company assumed responsibility for the
eventual payout of certain stock-based compensation awards that were previously granted to Hawaiian Telcom employees under the Hawaiian Telcom 2010 Equity
Incentive Plan. These awards were originally granted by Hawaiian Telcom in the first quarter of 2017 and in the first quarter of 2018, before the merger with
Cincinnati Bell was completed. Going forward, all stock-based compensation awards for Hawaiian Telcom employees will be granted under the 2017 Long-Term
Incentive Plan.
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Form 10-K Part II
Stock Options and Stock Appreciation Rights
Cincinnati Bell Inc.
Generally, the awards of stock options and stock appreciation rights fully vest three years from grant date and expire ten years from grant date. Beginning in 2012,
some of the stock options vested over a three year period based on the achievement of certain performance objectives. The Company generally issues new shares
when options to purchase common shares or stock appreciation rights are exercised. The following table summarizes stock options and stock appreciation rights
activity:
(in thousands, except per share amounts)
Outstanding at January 1,
Exercised
Forfeited
Expired
Outstanding and exercisable at December 31,
(dollars in millions)
Compensation expense for the year
Tax benefit related to compensation expense
Intrinsic value of awards exercised
Cash received from awards exercised
Grant date fair value of awards vested
2020
2019
2018
Weighted-
Average
Exercise
Price Per
Share
Shares
Weighted-
Average
Exercise
Price Per
Share
Shares
Shares
144 $
—
(1)
—
143 $
—
—
—
—
—
18.35
—
17.05
—
18.37
$
$
$
$
$
151 $
—
(7)
—
144 $
—
—
—
—
—
18.29
—
17.05
—
18.35
$
$
$
$
$
181 $
(19)
(9)
(2)
151 $
—
—
0.1
0.2
—
$
$
$
$
$
Weighted-
Average
Exercise
Price Per
Share
17.10
8.68
17.05
8.35
18.29
The following table summarizes our outstanding and exercisable awards at December 31, 2020:
(in thousands, except per share amounts)
Range of Grant Price
$ 17.05
$23.75 to $26.05
Total
Outstanding
Exercisable
Weighted-
Average
Exercise
Price Per
Share
Shares
Weighted-
Average
Exercise
Price Per
Share
Shares
115 $
28
143 $
17.05
23.83
18.37
115 $
28
143 $
17.05
23.83
18.37
As of December 31, 2020, the aggregate intrinsic value for awards outstanding and exercisable was zero. The weighted-average remaining contractual life for
awards outstanding and exercisable is approximately three years. As of December 31, 2020, there was no remaining unrecognized stock compensation expense
related to stock options or stock appreciation rights.
Performance-Based Restricted Awards
Awards granted generally vest over three years and upon the achievement of certain performance-based objectives. Performance-based awards are expensed based
on their grant date fair value if it is probable that the performance conditions will be achieved.
The following table summarizes our outstanding performance-based restricted award activity:
(in thousands, except per share amounts)
Non-vested at January 1,
Granted*
Vested
Forfeited
Non-vested at December 31,
(dollars in millions)
Compensation expense for the year
Tax benefit related to compensation expense
Grant date fair value of awards vested
2020
2019
2018
Weighted-
Average
Exercise
Price Per
Share
13.00
—
22.03
—
10.87
$
$
$
Shares
1,282 $
—
(245)
—
1,037 $
2.4
(0.5)
5.4
$
$
$
Shares
692 $
763
(160)
(13)
1,282 $
2.7
(0.6)
2.5
Weighted-
Average
Exercise
Price Per
Share
Shares
18.67
8.34
15.45
11.32
13.00
$
$
$
871 $
288
(308)
(159)
692 $
2.1
(0.5)
4.7
Weighted-
Average
Exercise
Price Per
Share
17.30
17.60
15.45
15.45
18.67
*
Assumes the maximum number of awards that can be earned if the performance conditions are achieved.
102
Table of Contents
Form 10-K Part II
Cincinnati Bell Inc.
As of December 31, 2020, unrecognized compensation expense related to performance-based awards was $2.2 million, assuming maximum performance
attainment, which is expected to be recognized over a weighted-average period of approximately one year.
Time-Based Restricted Awards
Awards granted to Cincinnati Bell employees in 2019 and 2018 vest at the end of a three year period. Awards granted to directors in 2020, 2019 and 2018 vest on
the first anniversary of the grant date.
As part of the terms of the acquisition of Hawaiian Telcom, certain stock-based compensation awards granted by Hawaiian Telcom before the merger date were
converted to time-based restricted stock units. The Company assumed responsibility for the eventual payout of these time-based restricted stock units as part of the
acquisition. These awards were originally granted by Hawaiian Telcom in the first quarter of 2017 and 2018, and vest in one-fourth increments over a period of
four years. One-fourth of the awards granted in the first quarter of 2017 vested and were distributed by Hawaiian Telcom prior to July 2, 2018. All remaining
awards that vest after July 2, 2018 will be distributed by Cincinnati Bell Inc.
The following table summarizes our time-based restricted award activity:
(in thousands, except per share amounts)
Non-vested at January 1,
Granted
Awards converted pursuant to Hawaiian Telcom acquisition
Vested
Forfeited
Non-vested at December 31,
(dollars in millions)
Compensation expense for the year
Tax benefit related to compensation expense
Grant date fair value of awards vested
2020
2019
2018
Weighted-
Average
Exercise
Price Per
Share
Shares
Shares
Weighted-
Average
Exercise
Price Per
Share
Shares
942 $
68
—
(216)
(2)
792 $
3.2
(0.7)
2.9
11.67
14.99
—
13.58
15.70
11.42
$
$
$
497 $
625
—
(167)
(13)
942 $
4.7
(1.1)
2.6
17.02
8.43
—
15.39
12.76
11.67
$
$
$
164 $
245
149
(61)
—
497 $
3.5
(0.8)
1.1
$
$
$
Weighted-
Average
Exercise
Price Per
Share
18.57
17.05
15.70
18.08
—
17.02
As of December 31, 2020, there was $2.2 million of unrecognized compensation expense related to these restricted stock awards, which is expected to be
recognized over a weighted-average period of approximately one year.
Cash-Settled Awards
For the year ended December 31, 2020, the Company granted officers and key employees cash-settled awards in place of performance-based restricted awards and
time-based restricted awards. These cash-settled awards vest at the end of a three year period. Employees generally must be actively employed on the vesting date
in order to receive the award payout.
No cash-settled awards were issued in 2019 or 2018. The Company granted cash-settled awards of $10.5 million in 2020. For the year ended December 31, 2020,
expense incurred for cash-payment awards was $3.2 million and is recorded to “Other noncurrent liabilities” on the Consolidated Balance Sheets. At December 31,
2020, there was $7.3 million remaining unrecognized compensation expense for cash-settled awards, which will be recognized ratably over the remaining two years
of the award.
103
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Form 10-K Part II
16. Restructuring and Severance
Cincinnati Bell Inc.
Liabilities have been established for employee separations, lease abandonment and contract terminations. A summary of activity in the restructuring and severance
liability is shown below:
(dollars in millions)
Balance as of December 31, 2017
Charges
Hawaiian Telcom opening balance sheet adjustment
Utilizations
Balance as of December 31, 2018
Charges
Hawaiian Telcom opening balance sheet adjustment
Utilizations
Balance as of December 31, 2019
Charges
Utilizations
Balance as of December 31, 2020
Employee
Separation
Lease
Abandonment
Total
$
$
14.4 $
7.5
3.8
(16.2)
9.5
6.9
0.1
(13.9)
2.6
16.9
(15.0)
4.5 $
0.1 $
0.8
—
(0.2)
0.7
—
—
(0.4)
0.3
—
(0.3)
— $
14.5
8.3
3.8
(16.4)
10.2
6.9
0.1
(14.3)
2.9
16.9
(15.3)
4.5
Restructuring and severance charges recorded in 2020 in the IT Services and Hardware segment are associated with initiatives to reduce and contain costs. In the
first quarter of 2020, the Company finalized a voluntary severance program (“VSP”) in Cincinnati and Hawaii for certain bargained and management employees in
an effort to continue to reduce costs associated with our copper field and network operations. As a result, a severance charge of $14.5 million was recorded in the
Entertainment and Communications segment.
Restructuring and severance charges recorded in 2019 in the Entertainment and Communications segment are related to a severance program for certain
management employees as the Company continued its efforts to streamline operations between Cincinnati and Hawaii. Restructuring and severance charges
recorded in the IT Services and Hardware segment in 2019 are associated with initiatives to reduce and contain costs as well as headcount reductions as a result of
insourcing initiatives by one of our significant customers.
In 2018, an opening balance sheet adjustment of $3.8 million was recorded for certain employees who received severance due to the change of control clause
within their employment agreements that was triggered at the time of the acquisition of Hawaiian Telcom. Restructuring and severance charges recorded in 2018
are primarily related to a VSP for certain management employees in the Entertainment and Communications segment, as well as Corporate. The VSP that took
place in the fourth quarter of 2018 related to the Company's continued efforts to realize synergies that can be achieved due to the acquisition of Hawaiian Telcom.
The Company also incurred employee severance costs in 2018 associated with initiatives to reduce costs and recognize future synergies in the IT Services and
Hardware segment as a result of the acquisition of, and integration with, OnX. In addition, a restructuring charge associated with lease abandonment of $0.8
million was recorded in the second quarter of 2018 related to an office space that will no longer be utilized.
Lease abandonment costs represent future minimum lease obligations, net of expected sublease income, for abandoned facilities. Lease payments on abandoned
facilities were completed in the third quarter 2020.
A summary of restructuring activity by business segment is presented below:
(dollars in millions)
Balance as of December 31, 2017
Charges
Hawaiian Telcom opening balance sheet adjustment
Utilizations
Balance as of December 31, 2018
Charges
Hawaiian Telcom opening balance sheet adjustment
Utilizations
Balance as of December 31, 2019
Charges
Utilizations
Balance as of December 31, 2020
Entertainment and
Communications
IT Services
and Hardware
Corporate
Total
12.3 $
3.1
3.8
(10.6)
8.6
4.9
0.1
(11.2)
2.4
14.8
(12.8)
4.4 $
2.2 $
4.9
—
(5.8)
1.3
2.0
—
(2.8)
0.5
2.0
(2.5)
— $
— $
0.3
—
—
0.3
—
—
(0.3)
—
0.1
—
0.1 $
14.5
8.3
3.8
(16.4)
10.2
6.9
0.1
(14.3)
2.9
16.9
(15.3)
4.5
$
$
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Table of Contents
Form 10-K Part II
Cincinnati Bell Inc.
At December 31, 2020 and 2019, $4.5 million and $2.9 million, respectively, of the restructuring liabilities were included in “Other current liabilities.”
17. Business Segment Information
For the years ended December 31, 2020, 2019, and 2018, we operated two business segments: Entertainment and Communications and IT Services and Hardware.
Effective January 1, 2019, we adopted the requirement of ASU 2016-02, Leases. The standard was adopted using the modified retrospective transition method,
which did not require the Company to adjust comparative period amounts.
In July 2018, the Company acquired Hawaiian Telcom. Based on the nature of the products and services offered, financial results are presented in either the
Entertainment and Communications segment or the IT Services and Hardware segment.
The Entertainment and Communications segment provides products and services that can be categorized as either Fioptics in Cincinnati or Consumer/SMB Fiber in
Hawaii (collectively, "Consumer/SMB Fiber"), Enterprise Fiber or Legacy. Cincinnati Bell Telephone Company LLC ("CBT"), a subsidiary of the Company, is
the incumbent local exchange carrier ("ILEC") for a geography that covers a radius of approximately 25 miles around Cincinnati, Ohio, and includes parts of
northern Kentucky and southeastern Indiana. 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. Capital expenditures in the Entertainment and Communications segment are incurred to expand our
Consumer/SMB Fiber product suite, upgrade and increase capacity for our internet and data networks, and to maintain our wireline network.
The IT Services and Hardware segment provides end-to-end solutions from consulting to implementation to ongoing optimization to customers in the U.S., Canada
and the U.K. These solutions include Cloud, Communications and Consulting services along with the sale and maintenance of major branded hardware reported as
Infrastructure Solutions. In July 2018, the Company completed the acquisition of Hawaiian Telcom, and products such as UCaaS, hardware and enterprise long
distance delivered by Hawaiian Telcom are included in the IT Services and Hardware segment.
Total assets for the Company increased $14.8 million as of December 31, 2020 as compared to December 31, 2019. Entertainment and Communications assets
decreased $36.7 million due to a decrease in property, plant and equipment primarily as a result of depreciation exceeding capital expenditures. IT Services and
Hardware assets decreased by $23.5 million primarily due to amortization of intangible assets during the twelve months ended December 31, 2020 as well as higher
inventory on hand associated with customer sales at December 31, 2019. Corporate assets increased $75.0 million primarily due to increased receivables. The
increase in receivables is due to $44.7 million of accounts receivables sold on the Receivables Facility as of December 31, 2019, and no outstanding balance of
accounts receivables sold as of December 31, 2020, as well as deterioration in the aging of receivables in 2020 due to COVID-19. Deferred tax assets and
liabilities totaled $82.5 million and $10.9 million as of December 31, 2020, respectively. Deferred tax assets and liabilities totaled $59.3 million and $11.7 million
as of December 31, 2019, respectively. The increase in deferred tax assets in 2020, as compared to 2019, is primarily due to the release of substantially all of its
valuation allowances against deferred tax assets relating to previously-disallowed interest expense, which were $16.6 million as of December 31, 2019 as well as
increased net operating losses in 2020.
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Form 10-K Part II
Our business segment information is as follows:
(dollars in millions)
Revenue
Entertainment and Communications
IT Services and Hardware
Intersegment
Total revenue
Intersegment revenue
Entertainment and Communications
IT Services and Hardware
Total intersegment revenue
Operating income
Entertainment and Communications
IT Services and Hardware
Corporate
Total operating income
Expenditures for long-lived assets*
Entertainment and Communications
IT Services and Hardware
Corporate
Total expenditures for long-lived assets
Depreciation and amortization
Entertainment and Communications
IT Services and Hardware
Corporate
Total depreciation and amortization
*Includes cost of acquisitions and purchase of wireless spectrum assets
(dollars in millions)
Assets
Entertainment and Communications
IT Services and Hardware
Corporate and eliminations
Total assets
106
Cincinnati Bell Inc.
$
$
$
$
$
$
$
$
$
$
2020
Year Ended December 31,
2019
2018
969.6 $
616.6
(26.4)
1,559.8 $
995.7 $
567.4
(26.4)
1,536.7 $
853.4
550.9
(26.1)
1,378.2
19.7 $
6.7
26.4 $
99.7 $
24.6
(58.3)
66.0 $
206.4 $
23.5
0.1
230.0 $
252.7 $
40.6
0.1
293.4 $
21.6 $
4.8
26.4 $
105.5 $
2.6
(35.0)
73.1 $
201.3 $
22.4
0.1
223.8 $
255.8 $
48.9
0.2
304.9 $
22.3
3.8
26.1
103.3
17.2
(37.2)
83.3
408.0
29.2
0.2
437.4
210.8
41.0
0.2
252.0
As of December 31,
2020
2019
$
$
1,803.3 $
477.2
388.1
2,668.6 $
1,840.0
500.7
313.1
2,653.8
Table of Contents
Form 10-K Part II
18. Quarterly Financial Information (Unaudited)
(in millions, except per common share amounts)
Revenue
Operating (loss) income
Net loss
Basic and diluted loss per common share
(in millions, except per common share amounts)
Revenue
Operating income
Net loss
Basic and diluted loss per common share
Cincinnati Bell Inc.
First
Quarter
Second
Quarter
2020
Third
Quarter
Fourth
Quarter
380.0 $
(20.2)
(34.0)
(0.72) $
$
380.0
27.7
(7.8)
(0.21) $
$
389.5
24.7
(8.2)
(0.21) $
410.3 $
33.8
(5.6)
(0.16) $
First
Quarter
Second
Quarter
2019
Third
Quarter
Fourth
Quarter
379.6 $
10.1
(26.9)
(0.59) $
384.2 $
24.9
(5.5)
(0.16) $
382.5 $
22.8
(13.6)
(0.32) $
390.4 $
15.3
(20.6)
(0.46) $
$
$
$
$
Total
1,559.8
66.0
(55.6)
(1.30)
Total
1,536.7
73.1
(66.6)
(1.53)
The effects of assumed common share conversions are determined independently for each respective quarter and year and may not be dilutive during every period
due to variations in operating results. Therefore, the sum of quarterly per share results will not necessarily equal the per share results for the full year.
Restructuring and employee severance charges totaled $15.2 million, $0.4 million, $0.8 million and $0.5 million in the first, second, third and fourth quarters of
2020, respectively. Restructuring and employee severance charges totaled $3.3 million, $1.8 million, $1.3 million, and $0.5 million in the first, second, third and
fourth quarters of 2019, respectively.
Transaction and integration costs totaled $29.1 million, $2.5 million, $2.2 million and $1.2 million in the first, second, third and fourth quarters of 2020,
respectively. These costs were primarily related to the pending acquisition by MIP entered into in the first quarter of 2020. First quarter 2020 transaction charges
also include a termination fee of $24.8 million paid to an affiliate of Brookfield as required by the terms of the Brookfield Merger Agreement. Transaction and
integration costs totaled $3.0 million, $0.6 million, $0.2 million and $9.0 million in the first, second, third and fourth quarters of 2019, respectively. These costs
were primarily related to the pending acquisition by Brookfield entered into in the fourth quarter of 2019.
Interest expense totaled $134.2 million in 2020 compared to $139.6 million in 2019. This decrease is due to the decrease in LIBOR rates.
19. Supplemental Cash Flow Information
(dollars in millions)
Capitalized interest expense
Cash paid/(received) for:
Interest
Income taxes, net of refunds
Noncash investing and financing activities:
Stock consideration for acquisition of Hawaiian Telcom
Acquisition of property by assuming debt and other financing arrangements
Acquisition of property on account
2020
Year Ended December 31,
2019
2018
$
1.3 $
1.7 $
125.5
0.5
—
7.7
24.3
129.3
0.5
—
14.5
26.0
1.0
131.7
(13.8)
121.2
51.5
35.8
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Form 10-K Part II
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
No reportable information under this item.
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Cincinnati Bell Inc.
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. Employees
continue to primarily work remotely in response to the COVID-19 pandemic, and management has concluded that this transition to remote working did
not result in changes to Cincinnati Bell Inc.’s internal control over financial reporting that materially affect, or are reasonably likely to materially affect,
Cincinnati Bell Inc.’s internal control over financial reporting. Based on this evaluation, Cincinnati Bell Inc.’s Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of the period covered by this report, such controls and procedures were effective.
(b) Management's annual report on internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in
Part II, Item 8 of this Annual Report on Form 10-K.
(c) Changes in internal control over financial reporting.
There were no changes to Cincinnati Bell Inc.'s internal control over financial reporting during the fourth quarter of 2020 that materially affect, or are
reasonably likely to materially affect, Cincinnati Bell Inc.’s internal control over financial reporting.
Cincinnati Bell Inc.’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated any changes in the
Company’s internal control over financial reporting that occurred during the fourth quarter of 2020, including the continuation of employees working
remotely that started in mid-March in response to the COVID-19 pandemic. Management has concluded that there were no changes to Cincinnati Bell
Inc.’s internal control over financial reporting during the fourth quarter of 2020 that materially affect, or are reasonably likely to materially affect,
Cincinnati Bell Inc.’s internal control over financial reporting. We are continually monitoring and assessing the COVID-19 situation on our internal
controls to minimize the impact to their design and operating effectiveness
Item 9B. Other Information
No reportable information under this item.
108
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Form 10-K Part III
Item 10. Directors, Executive Officers and Corporate Governance
Role of the Board
PART III
Cincinnati Bell Inc.
The Board’s primary role is to oversee the Company’s long-term business strategy of creating value for its shareholders. To effectively execute its responsibilities,
members of the Board actively participate in Board and Committee meetings, engage in discussions with the Chief Executive Officer, other Company officers and
shareholders, and stay abreast of trends impacting our industry and businesses in general. The Board also ensures that it is a well-functioning, diverse group of
individuals who possess strong business acumen and integrity to properly represent the best interests of shareholders in overseeing the management of the
Company.
The Board is committed to good corporate governance practices and continues to make progress against key benchmarks of importance to our investors. Some of
these actions include affording proxy access rights to shareholders, offering an annual advisory vote on say on pay for executive compensation, evaluating the
performance of the Board, its Committees, the Chief Executive Officer and other key executive officers and properly planning for the succession of key positions.
Board Composition and Refreshment
The size of the Board is ten persons.
The Company’s Board refreshment process (whose aim is to add directors with new perspectives and knowledge about the Company's industries/businesses and
other industry and Board experience) has already resulted in the addition of four new independent directors in the last six years.
The Company has a long-standing policy that the positions of Chairman of the Board (currently held by Ms. Lynn A. Wentworth) and Chief Executive Officer
(currently held by Mr. Leigh R. Fox) should be held by separate persons, as set forth in its Corporate Governance Guidelines. The Company continues to believe
that this structure is in the best interest of its shareholders because it facilitates the Board’s oversight of management, allows the independent directors to be more
actively involved in setting agendas and establishing priorities for the work of the Board, and is consistent with the principles of good corporate governance.
Directors are elected each year at the Annual Meeting of Shareholders to hold office until the next annual meeting and until their respective successors are elected
and qualified.
Required Characteristics
The Board and the Governance and Nominating Committee expect every Director to be a person of high integrity with an established leadership reputation in his or
her field and to be able to devote the time and effort necessary to properly fulfill their Board and Committee responsibilities. Directors must also demonstrate
ethical behavior, a respect for diverse individuals and cultures, good business judgment, innovative thinking, adherence to corporate governance requirements, and
a commitment to responsibly addressing environmental and social issues.
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Form 10-K Part III
Directors
The following are brief biographies of each person serving as a director of the Company as of December 31, 2020.
Cincinnati Bell Inc.
Ms. Ching is currently Executive Vice President of External Affairs at Alexander & Baldwin ("A&B"). Since joining
A&B in 1982, Ms. Ching has held a number of positions of increasing responsibility. Ms. Ching also serves on the board
of Matson Navigation Company, Inc. Director since 2018. Age 64.
Ms. Ching served as a director and member of the Audit and Compensation committees of Hawaiian Telcom's Board prior
to the merger with Cincinnati Bell Inc. in July 2018. An active member of the community, she has served on numerous
non-profit boards with current board service including the Kapiolani Health Foundation, Hawaii Ag and Culinary
Alliance and A&B Sugar Museum. She has also been appointed to several government boards and commissions including
the State Commission on Water Resource Management, State Board of Agriculture, Honolulu Charter Commission and
the Governor’s Task Force on the Department of Environmental Protection. Her corporate and community service
experience make Ms. Ching a valuable asset to the Board and in her role as a member of the Compensation Committee.
Meredith J. Ching
Walter A. Dods, Jr.
Mr. Dods is retired. He served as Director of Hawaiian Telcom’s Board prior to the merger with Cincinnati Bell Inc. in
July 2018, including serving as Chairman of the Board from 2008 to 2010. He held positions as Chief Executive Officer
and Chairman of the Board of First Hawaiian Bank, Chairman of Alexander & Baldwin, and Chairman of Matson, Inc.
He currently serves on the boards of First Hawaiian Bank, Pacific Guardian Life Insurance Co. Ltd., Par Pacific Holdings,
Inc., Pohaku Pa’a, LLC, and Servco Pacific Inc. He also serves on several civic and community boards throughout the
state of Hawaii. Director since 2018. Age 79.
With over 50 years of experience in the banking and financial services industry as well as service on numerous public
company and non-profit boards, Mr. Dods brings a unique perspective to the Board. This experience makes him a
valuable asset to the Board as Chairman of the Governance and Nominating Committee and as a member of the
Compensation Committee and Executive Committee.
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Form 10-K Part III
John W. Eck
Leigh R. Fox
Cincinnati Bell Inc.
Mr. Eck is currently President and CEO of Mattress Firm, the nation's largest specialty retailer of bedding products. Mr.
Eck previously served as the Chief Local Media Officer at Univision Communications, Inc. ("Univision"), the leading
Hispanic media company in the United States. Prior to joining Univision in 2011, Mr. Eck worked at NBC Universal
(“NBCU”) for 18 years, most recently serving as President of the NBC Television Network. While with NBCU, he also
led MediaWorks, NBCU’s technology and operations division. Prior to joining NBCU, Mr. Eck held various other
executive and financial positions at General Electric Company ("GE"). Director since 2014. Age 61.
With over 35 years of media, operating, finance and technology experience at Univision, GE/NBCU and now Mattress
Firm, Mr. Eck brings a significant leadership background and relevant industry experience. This experience makes him a
valuable asset to the Board as a member of the Audit and Finance Committee and the Governance and Nominating
Committee.
Mr. Fox has served as President and Chief Executive Officer of Cincinnati Bell Inc. since June 1, 2017. Mr. Fox joined
Cincinnati Bell in 2001 and held several positions, including President and Chief Operating Officer from September 2016
to June 2017; Chief Financial Officer from October 2013 to September 2016; Chief Administrative Officer from July
2013 to October 2013; Senior Vice President of Finance and Operations from December 2012 to July 2013; and Vice
President of Finance at Cincinnati Bell Technology Solutions Inc. from October 2008 to December 2012. Director since
2018. Age 48.
Mr. Fox is on the boards of the Cincinnati USA Regional Chamber, American Red Cross, Anthony Munoz Foundation,
University of Cincinnati Foundation, and ArtsWave. Mr. Fox brings to the Board valuable public-company financial
experience, a keen understanding of the communications and information technology industries, and vast knowledge of
the Company’s business.
Ms. Haussler has served as Chairman of Opus Capital Group (a registered investment advisory firm) since 1996 and she
also served as Chief Executive Officer from 1996 to June 2019. She is a director of Morgan Stanley Funds and Service
Corporation International. She is a former director of Capvest Venture Fund, LP, Adena Ventures, LP (a venture capital
fund), Blue Chip Venture Company (a venture capital fund) and The Victory Funds. Director since 2008. Age 63.
With more than 30 years of experience in the financial services industry, including her years of entrepreneurial and
managerial experience in the development and growth of Opus Capital Group, Ms. Haussler brings a valuable perspective
to the Company’s Board. Through her role at Opus Capital and her service as a director of several venture capital funds
and other boards, Ms. Haussler has gained valuable experience dealing with accounting principles and evaluating
financial results of large corporations. She is a certified public accountant (inactive), an attorney in the State of Ohio
(inactive), and an audit committee financial expert under SEC regulations. This experience, coupled with her educational
background, makes her a valuable asset to the Board as Chair of the Audit and Finance Committee and as a member of
the Executive Committee and Governance and Nominating Committee.
Jakki L. Haussler
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Form 10-K Part III
Craig F. Maier
Russel P. Mayer
Cincinnati Bell Inc.
Mr. Maier is retired. He was President and Chief Executive Officer of Frisch’s Restaurants, Inc. ("Frisch's"), an operator
of family style restaurants and a former publicly-traded company, a position he held from 1989 to 2015. He was also a
director of Frisch’s from 1984 to 2015. Director since 2008. Age 71.
With over 20 years of experience as the chief executive officer of a large, publicly-traded company, Mr. Maier brings to
the Board demonstrated management and leadership ability. In addition, Mr. Maier has valuable experience dealing with
accounting principles, financial reporting regulations and evaluating financial results of large companies. This experience
makes him a valuable asset to the Board as Chairman of the Compensation Committee and as a member of the Audit and
Finance Committee and Executive Committee.
Mr. Mayer is retired and is now working part time with a large consulting company in information technology and digital
and business transformation. He also was the chair of the Emerging Manufacturing IT and Digital Technologies Advisory
Board for the CEO of a large software and services company for 5 years after retirement. Prior to joining the Board, Mr.
Mayer held several executive-level information technology and business process re-engineering positions at General
Electric Company ("GE"). Most recently, he was Executive Vice President, CIO, and Quality Leader at GE Healthcare
from 2009 to 2012. Prior to that, he was Executive Vice President and CIO at GE Healthcare from 2005 to 2008; Vice
President and CIO at GE Aircraft Engines and later to include GE Transportation from 2000 to 2005; and CIO and Chief
Quality Officer at NBC from 1998 to 2000. He held various other information technology and business process
improvement positions at GE from 1986 to 1998. Prior to that, he held multiple leadership positions at Chiquita Brands
International, Republic Steel Corporation and Enduro Stainless Corporation. Director since 2013. Age 67.
With over 40 years of information technology and business process transformation experience at large, global
organizations, Mr. Mayer brings relevant industry experience from the customer’s perspective. This experience makes
him a valuable asset to the Board as a member of the Audit and Finance Committee and the Governance and Nominating
Committee. He also serves as a valuable resource to the Company’s management team.
Mr. Torbeck retired as Chief Executive Officer of Cincinnati Bell Inc. effective May 31, 2017. Prior to his retirement, he
also served as President from January 31, 2013 until September 1, 2016. He joined Cincinnati Bell in 2010 as President
and General Manager of Cincinnati Bell Communications Group. Prior to joining Cincinnati Bell, Mr. Torbeck was Chief
Executive Officer of the Freedom Group, Inc. and also worked for 28 years for the General Electric Company (“GE”),
where he served as the Vice President of Operations for GE Industrial Business, President and CEO of GE’s Rail Services
business and Vice President of Global Supply Chain for GE Aviation. He is a director of Americraft Manufacturing,
Inc. He serves on the boards of CTI Clinical Trial & Consulting and Triumph Signs & Consulting, Inc., as well as several
non-profit boards. Director since January 2013. Age 64.
Mr. Torbeck brings to the Board critical knowledge and understanding of the products and services offered by the
Company and a strong understanding of the telecommunications industry. Mr. Torbeck’s prior business and management
experience also provides the Board with a valuable perspective on managing a successful business. He also serves as a
member of the Executive Committee.
Theodore H. Torbeck
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Form 10-K Part III
Lynn A. Wentworth
Cincinnati Bell Inc.
Ms. Wentworth is the former Senior Vice President, Chief Financial Officer and Treasurer of BlueLinx Holdings Inc.
("BlueLinx"), a building products distributor, from 2007 to 2008. Prior to joining BlueLinx, she was Vice President and
Chief Financial Officer for BellSouth Corporation’s Communications Group ("BellSouth") and held various other
positions at BellSouth from 1985 to 2007. She is a certified public accountant licensed in the State of Georgia. She is a
director, chair of the Audit Committee and member of the Nominating & Governance Committee of Graphic Packaging
Holding Company. She is also a director, chair of the Audit and Finance Committee, a member of the Compensation
Committee and a member of the Transaction Committee of CyrusOne Inc. Director since 2008. Age 62.
Ms. Wentworth’s experience as Chief Financial Officer and Treasurer of BlueLinx as well as her 22 years of
telecommunications industry experience at BellSouth makes her a valuable asset as Chairman of the Board and as a
member of the Audit and Finance Committee, the Compensation Committee, the Governance and Nominating Committee
and the Executive Committee. Ms. Wentworth qualifies as an audit committee financial expert under applicable SEC
regulations. Ms. Wentworth’s prior experience has provided her with a wealth of knowledge in dealing with complex
financial and accounting matters affecting large corporations in the telecommunications industry.
Mr. Yudkovitz is retired. He was head of The Walt Disney Company’s ("Disney") Strategic Innovation Group (2010
through 2015). He also served as the Senior Vice President for Corporate Strategy and Business Development at Disney
(2005-2010) and as President of TiVo Inc. (2003-2005). Previously, Mr. Yudkovitz was President of two divisions at
NBC and a key member of the teams that developed and launched the CNBC and MSNBC networks. Mr. Yudkovitz
recently served as Chairman of the FCC Advisory SubCommittee on Rural Deployment of Broadband. Director since
2015. Age 66.
With over 30 years of experience in both traditional and digital media, Mr. Yudkovitz brings to the Board relevant
industry experience, which makes him a valuable asset to the Board as a member of the Compensation Committee. In
addition, Mr. Yudkovitz's previous experience leading large strategic business innovation initiatives at both NBC and
Disney makes him a valuable advisor to the Company’s management team on key areas of growth.
Martin J. Yudkovitz
Audit and Finance Committee
The Audit and Finance Committee currently consists of five persons, none of whom is an executive officer of the Company and all of which are independent
directors. The Audit and Finance Committee held five meetings during 2020. Members of the Audit and Finance Committee are Mr. Eck, Ms. Haussler, Mr.
Maier, Mr. Mayer and Ms. Wentworth. The purpose of the Audit and Finance Committee is, among other things, to assist the Board in its oversight of (i) the
integrity of the financial statements of the Company, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independence and
qualifications of the independent registered public accounting firm ("Independent Registered Public Accounting Firm"), (iv) the Company’s risk assessment and
risk management policies, and (v) the performance of the Company’s internal audit function and Independent Registered Public Accounting Firm. To this end, the
Audit and Finance Committee meets in executive session with its own members and may also meet separately with the Independent Registered Public Accounting
Firm, the Company’s internal auditors, General Counsel or members of management. The Audit and Finance Committee Charter provides a more detailed
description of the responsibilities and duties of the Audit and Finance Committee.
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Cincinnati Bell Inc.
While the Board has ultimate responsibility for risk oversight, it delegates many of these functions to the Audit and Finance Committee. The Audit and Finance
Committee receives regular updates on the Company’s existing and emerging risks from the Company’s Internal Audit department. The updates are based upon
interviews with senior management of the Company as well as other key employees. The updates include risk rankings and a general description of risk mitigation
activities pertaining to each item. In addition, the Audit and Finance Committee receives regular updates from the Company’s Chief Security Officer on cyber
security risks and the actions being taken by his department to monitor and mitigate those risks. The Audit and Finance Committee also oversees the Company’s
Security Breach Response and Notification Plan, which sets forth the Company’s plan for notifying affected persons and other stakeholders in the event a security
breach involving personally identifiable information or protected health information triggers notification requirements under applicable law. The Audit and
Finance Committee provides periodic updates to the full Board on risk oversight and cyber security matters.
In performing its duties, the Audit and Finance Committee meets as often as necessary and at least once each calendar quarter with members of management, the
Company’s internal audit staff and the Independent Registered Public Accounting Firm. An agenda for each such meeting is provided in advance to the members
of the Audit and Finance Committee.
The Board determined that each member of the Audit and Finance Committee satisfies the independence requirements of the rules and regulations of the Securities
and Exchange Commission (the “SEC”) and the independence and other requirements of the rules and listing standards of the New York Stock Exchange
(“NYSE”). No member of the Audit and Finance Committee serves on the audit committees of more than three public companies. In addition, the Board
determined that Ms. Haussler, Ms. Wentworth and Mr. Eck are audit committee financial experts as defined in the regulations of the SEC and that each member of
the Audit and Finance Committee is financially literate as defined by the rules and listing standards of the NYSE.
Code of Ethics:
The Company’s Code of Ethics for Senior Financial Officers that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer is
posted on the Company’s website at http://www.cincinnatibell.com. Within the time period required by the SEC and the New York Stock Exchange ("NYSE"), the
Company will post on its website any amendment to the Code of Ethics for Senior Financial Officers and any waiver of such code relating to such senior executive
officers of the Company.
In addition to the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of
2002 and filed as exhibits to this Annual Report on Form 10-K, in September 2020, the Company’s Chief Executive Officer submitted to the NYSE the
certification regarding compliance with the NYSE’s corporate governance listing standards required by Section 303 A.12 of the NYSE Listed Company Manual.
Executive Officers of the Registrant:
The names, ages and positions of the executive officers of the Company as of February 25, 2021 are as follows:
Name
Leigh R Fox
Andrew R Kaiser
Christi H. Cornette
Thomas E. Simpson
Christopher J. Wilson
Joshua T. Duckworth
Suzanne E. Maratta
Age
48
52
65
48
55
42
38
Title
President and Chief Executive Officer
Chief Financial Officer
Chief Culture Officer
Chief Operating Officer
Vice President and General Counsel
Vice President of Treasury, Corporate Finance and Investor Relations
Vice President and Corporate Controller
Officers are elected annually but are removable at the discretion of the Board of Directors.
LEIGH R. FOX, President and Chief Executive Officer since May 31, 2017; President and Chief Operating Officer of the Company from September 2016 to May
2017; Chief Financial Officer of the Company from October 2013 to September 2016; Chief Administrative Officer of the Company from July 2013 to October
2013; Senior Vice President of Finance and Operations from December 2012 to July 2013; Vice President of Finance at Cincinnati Bell Technology Solutions Inc.
(CBTS) from October 2008 to December 2012.
ANDREW R. KAISER, Chief Financial Officer of the Company since September 2016; Vice President, Consumer Marketing and Data Analytics of the Company
from December 2015 to September 2016; Vice President, Corporate Finance of the Company from January 2014 to December 2015; Partner at Howard Roark
Consulting, LLC from 2005 to January 2014.
CHRISTI H. CORNETTE, Chief Culture Officer of the Company since June 2017; Senior Vice President, Marketing of the Company from August 2013 to June
2017; Vice President, Marketing of the Company from October 2008 to August 2013; Director of CBTS Marketing from October 2002 to October 2008.
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Cincinnati Bell Inc.
THOMAS E. SIMPSON, Chief Operating Officer since June 2017, Senior Vice President and Chief Technology Officer of the Company from January 2015 to
June 2017; Vice President and Chief Technology Officer at Cincinnati Bell Technology Solutions (CBTS) from 2014 to 2015; Vice President, Research and
Development at CBTS from 2010 to 2014; Director, Technical Operations at CBTS from 2008 to 2010.
CHRISTOPHER J. WILSON, Vice President and General Counsel of the Company since August 2003.
JOSHUA T. DUCKWORTH, Vice President of Treasury, Corporate Finance and Investor Relations since October 2017; Vice President, Investor Relations and
Controller of the Company from July 2013 to October 2017; Assistant Treasurer and Director of Investor Relations for Cincinnati Bell Inc. from August 2012 to
July 2013; Assistant Controller for Cincinnati Bell Inc. from August 2010 to August 2012; Deloitte & Touche LLP's audit practice from October 2004 to August
2010.
SUZANNE E MARATTA, Vice President and Corporate Controller of the Company since May 2019; Assistant Corporate Controller of the Company from
August 2017 to May 2019; Senior Financial Reporting Manager of the Company from May 2014 to August 2017; Auditor at PricewaterhouseCoopers from January
2007 to May 2014.
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Item 11. Executive Compensation
Compensation Discussion and Analysis
Named Executive Officers
Cincinnati Bell Inc.
The Company's 2020 named executive officers (“NEOs”) were:
Leigh R. Fox
Andrew R. Kaiser
Thomas E. Simpson
Christi H. Cornette
Christopher J. Wilson
President and Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Culture Officer
Vice President and General Counsel
This Compensation Discussion and Analysis (the “CD&A”) discusses the elements of our executive compensation program and the reasons why the Compensation
Committee selected those particular elements, the performance metrics and goals under certain of those elements, the compensation that the executives might earn,
and how each element encourages the Company's achievement of its business objectives and strategy.
The Company utilizes certain non-GAAP financial measures, Adjusted EBITDA (“EBITDA”) and Adjusted Unlevered Operating Cash Flow (“Adjusted OCF”), in
order to compensate NEOs. The Company defines Adjusted EBITDA as GAAP operating income plus depreciation, amortization, stock-based compensation,
restructuring and severance related charges, (gain) loss on sale or disposal of assets, transaction and integration costs, transaction related employee retention
agreements, asset impairments, and other special items. The Company defines Adjusted OCF as cash flows from operating activities (as defined by GAAP)
adjusted to exclude (1) cash paid for interest on (a) all long-term debt, (b) capital lease obligations, and (c) other financing arrangements for the period (computed
on the basis of the Company’s interest expense for purposes of the Company’s applicable income statements as determined in accordance with GAAP, less non-
cash items); and (2) cash paid for transaction and integration costs.
The reconciliation of Non-GAAP Adjusted EBITDA and Adjusted OCF to the most directly comparable GAAP measure is presented in the following tables.
Certain other adjustments may be made for items not contemplated as part of the target goals, such as the results associated with the acquisition of Hawaiian
Telcom. All adjustments are approved by the Board.
(dollars in millions)
Net loss (GAAP)
Add:
Income tax benefit
Interest expense
Other income, net
Other components of pension and postretirement benefit plans expense
Operating Income (GAAP)
Add:
Depreciation and Amortization
Restructuring and severance related charges
Transaction and integrations costs
Employee contract termination costs
Transaction related employee retention agreements
Stock-based compensation
Adjusted EBITDA
(dollars in millions)
Operating cash flow (GAAP)
Add:
Cash paid for interest
Transaction and integrations payments
Adjusted Unlevered Operating Cash Flow
116
Year ended
December 31,
2020
Year ended
December 31,
2020
(55.6)
(25.5)
134.2
(1.2)
14.1
66.0
293.4
16.9
35.0
1.1
3.2
5.6
421.2
206.1
125.5
43.1
374.7
$
$
$
$
$
Table of Contents
Form 10-K Part III
Executive Summary
Cincinnati Bell Inc.
Our goal is to link the executive compensation program to the Company’s strategic plan and the long-term interests of its shareholders. The Company’s long-term
strategy is to become a leading technology company with state-of-the-art fiber assets providing end-to-end communications services (high speed data, video and
voice solutions) and IT infrastructure and solutions. The Company’s strategic goals are to:
•
•
expand our fiber network; and
grow our IT services and hardware segment.
Consequently, the Company’s executive compensation program ties a significant portion of an executive’s realized annual compensation to the Company’s
achievement of financial and strategic goals. For 2020, the key financial measures utilized to assess annual performance are revenue and Adjusted EBITDA. For
the 2018-2020 and 2019-2021 awards, the key financial measures utilized to assess long-term performance include a combination of operating cash flow and total
shareholder return ("TSR"). See Elements of Compensation below for a detailed discussion of the payments made under the annual and long-term incentive plans
for 2020 performance.
For 2020, the Company achieved the following financial and operational results:
•
•
•
•
•
•
•
•
•
•
Revenue totaled $1,560 million, an increase of $23 million compared to the prior year
Adjusted EBITDA totaled $421 million, an increase of $16 million compared to the prior year
Operating income totaled $66 million, down $7 million compared to the prior year
Entertainment and Communications revenue totaled $970 million, down 3% compared to the prior year
Entertainment and Communications Adjusted EBITDA totaled $368 million, up $1 million compared to the prior year
IT Services and Hardware revenue totaled $617 million, generating Adjusted EBITDA of $68 million, up 9% and 27%, respectively, compared to the
prior year
Cash provided by operating activities totaled $206 million, down $53 million as compared to the prior year
Free cash flow totaled $31 million, down $15 million year-over-year
Fiber-to-the-premise (“FTTP”) internet subscribers increased by approximately 20,700 in Cincinnati and 4,400 in Hawaii compared to the prior year
Continued construction of its fiber network and passed an additional 14,800 addresses with FTTP in Cincinnati, which is now available to
approximately 60% of Cincinnati’s addressable market and 10,800 addresses with FTTP in Hawaii, which is now available to approximately 35% of
Hawaii’s total addressable market
As a result of the above achievements, the NEOs earned their annual incentives above target and their long-term performance incentives below target for the 2018-
2020 long-term incentive awards. The NEOs earned their annual incentives and their long-term performance incentives above target for the 2019-2021 long-term
incentive awards.
We believe that our 2020 results confirm that the Company’s executive compensation program effectively focuses our executive talent on achieving our key
financial goals over multiple years and aligns executive long-term incentive rewards with the interests of shareholders. The mix of base pay (the “fixed cost” of the
program) and both annual and long-term incentive plans promote achievement of current-year goals and longer-term business strategies while driving appropriate
business behavior without inducing executives to take undue business risks.
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Cincinnati Bell Inc.
The following chart summarizes the key elements of our compensation program, which are discussed in more detail later in the CD&A.
Component
Base Salary
Purpose
Key Characteristics
2020 Key Actions
• Allows Company to attract and retain
executives
• Fixed annual cash compensation
• Recognizes individual performance
through merit increases
• Increases primarily driven by
individual performance and by market
positioning
• Recognizes individual work
experience and level of responsibility
• Used to calculate other components of
compensation
• While the Company reviews salary
market data for all non-union
employees on an annual basis, it
follows a practice of only providing
merit increases on an 18-24 month
basis.
• The NEOs received a one-time lump
sum payment equivalent to 3% of their
base salary in 2020.
• The revenue and Adjusted EBITDA
performance metrics, which affect 80%
of incentive payout, were attained at
100.8% and 103.4%, respectively, of
target. Together with the individual
performance portion, NEO total annual
incentive payouts were 125.5% of
target.
• Annual incentives for NEOs are set as
a percentage of base salary. Since the
NEOs received no base salary increases
in 2020, their annual incentive targets
for 2020 did not change.
Annual Incentives
• Motivate achievement of Company
annual financial goals and strategic
objectives
• Motivate achievement of individual
annual performance goals
• Performance-based annual cash
incentive compensation
• Annual incentive target set as a
percentage of base salary
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Performance-Based
and Time-Based
Restricted Stock Unit
Awards
• Motivate achievement of Company
long-term financial goals and strategic
objectives
• Facilitate executive equity ownership
thereby further aligning executive and
shareholder interests
• Retain key executives
Restricted Cash
Awards
• Motivate achievement of Company
long-term financial goals and strategic
objectives
• Retain key executives
Cincinnati Bell Inc.
• No performance-based or time-based
restricted stock unit awards were
granted to any NEO in 2020.
• All NEOs received a restricted cash
award in 2020.
• Performance-based stock unit awards
provide performance-based long-term
equity incentive compensation (with
vesting based on both continued service
and achievement of performance goals)
• Performance-based stock unit awards
are granted annually with three-year
performance cycles
• Restricted stock units are time-based
and vest on the 3rd anniversary of the
grant date
• Restricted cash awards are time-based
and vest 25% upon the closing of the
pending MIP Merger (defined in 2020
Say-on-Pay Vote and Shareholder
Outreach on page 120), 25% six
months following the close and 50%
eighteen months following the close.
• If the MIP merger is not
consummated, the awards will fully
vest on the third anniversary of the
grant date.
The Company also provides certain retirement benefits and post-termination compensation to the NEOs, as described in more detail later in this CD&A.
Compensation Practices
The Company reviews and modifies its executive compensation program and practices regularly to address changes in the Company's short- and long-term business
objectives and strategies, new regulatory standards and to implement evolving best practices. Listed below are compensation practices that the Company has
adopted in support of its compensation philosophy:
•
•
•
•
•
Performance-Based Compensation. The Company believes that a significant percentage of each NEO's total compensation should be performance-
based or “at-risk.” Base salary was only 15% of the Chief Executive Officer's 2020 target compensation and 31% of the other NEOs' 2020 target
compensation.
Stock Ownership Guidelines. The Company believes that equity ownership creates alignment between executive and shareholder interests. In support
of this objective, we maintain stock ownership guidelines under which our NEOs are expected to accumulate specified ownership stakes over time. See
Other Compensation Policies for a more detailed discussion.
Compensation Risk Assessment. The Company conducts annual compensation risk assessments to ensure that our policies and programs do not
unintentionally encourage inappropriate behaviors or lead to excessive risk taking. We have concluded that our compensation plans, policies and
practices do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company.
Repricing Prohibition. We maintain prohibitions against the repricing of underwater stock options in the absence of shareholder approval. The
definition of a repricing includes cash buyouts of underwater stock options and stock appreciation rights. This change applies to all grants, including
existing grants.
Double-Trigger Equity Vesting. The Cincinnati Bell Inc. 2007 Long Term Incentive Plan and the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan
provide that, in the event of a change in control ("CIC"), an employee must be involuntarily terminated without cause by the Company during the 24-
month period following a CIC for previously granted equity awards that are continued, assumed or substituted to vest.
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Cincinnati Bell Inc.
•
•
•
•
•
•
Executive Compensation Benchmarking. The Company (i) uses the general industry peer group as the primary source of market data for competitive
assessments of executive pay, (ii) uses a peer group consisting of 19 telecommunications and IT services companies (the “Telecommunications Peer
Group”), filed as Exhibit 99.1 to this Annual Report on Form 10-K, as a secondary reference for assessing market pay and industry compensation
practices, and (iii) each year reviews and modifies, if necessary, the Telecommunications Peer Group to make certain that it is an appropriate peer group
for comparisons to Cincinnati Bell. We target each pay component and total pay at the 50th percentile.
Hedging and Pledging Policy. The Company's Insider Trading Policy expressly prohibits ownership of derivative financial instruments or participation
in investment strategies that hedge the economic risk of owning the Company's common stock and prohibits officers and directors from pledging
Company securities as collateral for loans.
Clawback Policy. The Company has a clawback policy that allows it to recover incentive payments to or realized by executive officers in the event that
the incentive compensation was based on the achievement of financial results that are subsequently restated to correct any accounting error due to
material noncompliance with any financial reporting requirement under the federal securities laws, and such restatement results in a lower payment or
award.
Independent Compensation Committee. Each member of the Compensation Committee is independent as defined in the corporate governance listing
standards of the NYSE, and the Company's director independence standards mirror those of the NYSE.
Independent Compensation Consultant. The Compensation Committee utilizes the services of an outside independent compensation consultant to assist
in its duties. The Compensation Committee's consultant performs no other services for the Company or its management.
Elimination of Gross-Ups. The Compensation Committee has a policy in place that any new or materially amended employment agreement with any
NEO will not contain any excise tax gross-up provisions with respect to payments contingent on a CIC. In addition, no current employment agreements
contain any excise tax gross-up provisions.
2020 Say-on-Pay Vote and Shareholder Outreach
On March 13, 2020, the Company entered into an Agreement and Plan of Merger (the “MIP Merger Agreement”) pursuant to which the Company will be acquired
by an affiliate of Macquarie Infrastructure Partners V (“MIP”), a fund managed by Macquarie Infrastructure and Real Assets (the “MIP Merger”). On May 7, 2020,
the shareholders of the Company adopted the MIP Merger agreement at a virtual special meeting of shareholders.
While the Compensation Committee believes aligning executives' compensation with shareholder return is key to a balanced approach, the long-term incentive
compensation plan awards for executives were replaced with restricted cash awards in 2020 to ensure continued focus on managing the business while taking the
necessary action to close the MIP Merger in a timely fashion.
Given the pending MIP Merger and the approximately 98% favorable vote of the shares voted with respect to the Company's say-on-pay proposal in 2020, the
Company’s shareholder outreach program was suspended for 2020.
Compensation Program Objectives
The executive compensation program's primary objectives are:
•
•
•
To attract and retain high-quality executives by offering competitive compensation packages;
To motivate and reward executives for the attainment of financial and strategic goals, both short-term and long-term, thereby increasing the Company's
value while at the same time discouraging unnecessary or excessive risk-taking; and
To align the interests of the executives and the shareholders by attributing a significant portion of total executive compensation to the achievement of
specific short-term and long-term performance goals set by the Compensation Committee.
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Elements of Compensation
Base Salary
Cincinnati Bell Inc.
Base salaries are provided to the Company's NEOs for performing their day-to-day responsibilities. The base salaries of our NEOs are based on a review of the
competitive market median for comparable executive positions, assessment by the Chief Executive Officer (or in the case of the Chief Executive Officer's base
salary, by the Compensation Committee and entire Board) of the executive's performance as compared to his or her individual job responsibilities, the salary level
required to attract and retain the executive and such other factors as the Chief Executive Officer or the Compensation Committee deems relevant for such
executive. Generally, no one factor is given more weight than another, nor does the Company and the Compensation Committee use a formulaic approach in
setting executive pay. Additionally, while the Company looks at 50th percentile total compensation, it also considers the executive’s individual performance as
well in determining salary adjustments.
While the Company reviews salary market data for all non-union employees on an annual basis, it follows a practice of providing merit increases on an 18-24
month basis. In lieu of a merit increase, the NEOs each received a one-time lump sum payment in 2020 equal to 3% of their base salary.
Annual Incentives
Annual incentives are intended to motivate and reward senior executives for achieving the short-term business objectives of the Company. Annual incentives are
payable for the achievement of annual financial performance goals established by the Compensation Committee and for individual performance. For the NEOs,
financial performance goals represent 80% of the annual incentive determination and the individual performance evaluation represents 20%. Payouts, if any, can
range from 0% to 150% of the total target annual incentive, depending on the level of achievement of financial goals between threshold and superior levels of
performance and evaluations of individual performance and contributions for the year. The Board and Compensation Committee approve financial goals annually
which reflect their belief that achievement of these goals drives the Company's strategic success.
The Company used the following goals having the indicated weights in 2020:
•
•
•
60% on Adjusted EBITDA;
20% on revenue; and
20% on individual performance.
The Company has selected Adjusted EBITDA and revenue as its performance measures. Investors have identified these metrics as key indicators of current
financial performance and the Company's ability to execute on its strategy of creating a technology company with state-of-the-art fiber assets servicing customers
with data, video, voice and IT solutions to meet their evolving needs. Adjusted EBITDA is given a significantly higher weighting than revenue and individual
performance because it is a key measure of profitability of the Company that eliminates the effects of accounting and financing decisions. In addition, investors
view it as an effective barometer of how well a company can service its debt.
The Board and Compensation Committee review and approve the annual incentive attainment percentages for both Adjusted EBITDA and revenue. In conjunction
with such review, they may adjust the actual result or goal amount to reflect a change in business strategy, reallocation of Company resources or an unanticipated
event.
The Adjusted EBITDA and revenue goals are assessed independently of each other and are scaled above and below their respective targets. The scale for 2020
targets is set forth below:
Percentage of Criterion Achieved
Below 95%
95%
100%
110%
120% or greater
Adjusted EBITDA Goal
Revenue Goal
Percentage
of Target
Incentive
Goal
Percentage of
Total Annual
Incentive
Paid
Percentage
of Target
Incentive
Goal
Percentage of
Total Annual
Incentive
Paid
0%
50%
100%
125%
150%
0%
30%
60%
75%
90%
0%
50%
100%
125%
150%
0%
10%
20%
25%
30%
The 2020 target annual incentives for each of the NEOs at year-end are set forth below:
Named Executive Officer
Leigh R. Fox
Andrew R. Kaiser
Thomas E. Simpson
Christi H. Cornette
Christopher J. Wilson
Target Annual Incentive
as a Percentage of Base Salary
100%
100%
100%
100%
100%
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Cincinnati Bell Inc.
In 2020, for annual incentive purposes, the chart below sets out the Adjusted EBITDA and revenue target goals and actual results, adjusted for items not
contemplated as part of the target goals. These results produced a weighted-average payout for the financial portion of approximately 86% of target:
Financial Objective
Adjusted EBITDA
Revenue
2020
Threshold
Performance
Level
95%
95%
2020 Adjusted
Target
411M
1.548B
$
$
2020 Superior
Performance
Level
120%
120%
2020 Actual
Results
425M
1.560B
$
$
The Chief Executive Officer provides the Compensation Committee with his assessment of each other executive officer's individual performance. The Chief
Executive Officer reviews, for each executive officer, the performance of the executive's department, the quality of the executive's advice and counsel on matters
within the executive's purview, qualitative peer feedback and the effectiveness of the executive's communication with the organization and with the Chief
Executive Officer on matters of topical concern. These factors are evaluated subjectively and are not assigned specific individual weights. The Chief Executive
Officer then recommends an award for the individual performance-based portion for each of the other NEO's annual incentive, which can range from 0% to 200%
of the target award for such portion.
The Compensation Committee meets in executive session to consider the Chief Executive Officer's individual performance. The Compensation Committee
evaluates the information obtained from the other directors concerning the Chief Executive Officer's individual performance, based on a discussion led by the
Chairman of the Board. Factors considered include: operational and financial performance, succession planning, development of the Company leadership team,
development of business opportunities and community involvement/relationships. The Compensation Committee has discretion in evaluating the Chief Executive
Officer's performance and may recommend to the full Board a discretionary increase or decrease to the Chief Executive Officer's final annual incentive award as
the Compensation Committee believes is warranted.
The table below shows the percentage of target annual incentive earned by each NEO for 2020 for each performance measure and in total as well as the actual
award payment:
Named Executive Officer
Leigh R. Fox
Andrew R. Kaiser
Thomas E. Simpson
Christi H. Cornette
Christopher J. Wilson
Long-Term Incentives
Total
Company
Adjusted
EBITDA
103%
103%
103%
103%
103%
Total
Company
Revenue
101%
101%
101%
101%
101%
Individual
Performance
200%
200%
200%
200%
200%
Total Annual
Incentive Award
126%
126%
126%
126%
126%
$
$
$
$
$
Total Annual
Incentive Award
Payment
840,850
517,060
581,693
491,207
475,695
NEOs received restricted cash awards in lieu of long-term incentive grants in 2020.
Stock Options/SARs
No stock options or stock appreciation rights ("SARs") were granted to NEOs in 2020.
Performance-Based and Time-Based Restricted Stock Unit Awards
No performance-based or time-based stock unit awards were granted to NEOs in 2020
Restricted stock units from the 2018 and 2019 grants will be paid in common shares at the end of a three-year vesting period.
As was the practice in 2018, the performance-based stock units granted in 2019 are structured to be paid in common shares, equal to the fair market value of
common shares at the end of a three-year performance period and are based on the achievement of specific Company quantitative goals over such three-year
performance period. Such awards were granted during the first quarter of each calendar year following finalization and approval by the Board of the financial goals
for the next three-year performance period. For the 2018 awards, performance goal attainment will be based on the achievement of the specific Company
quantitative goals on a cumulative basis for each of the performance periods (2018, 2018-2019 and 2018-2020) as approved by the Board, with a single payout at
the end of the three-year performance period. For the 2019 awards, performance goal attainment will be based on the achievement of the specific Company
quantitative goals for each of the performance periods (2019, 2019-2020 and 2019-2021) as approved by the Board, with a single payout at the end of the three-year
performance period.
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Cincinnati Bell Inc.
For each of the 2018 performance periods (2018, 2018-2019 and 2018-2020) within the three-year performance cycle ending December 31, 2020, and each of the
2019 performance periods (2019, 2019-2020 and 2019-2021) within the three-year performance cycle ending December 31, 2021, 70% of the award payout is
based on Adjusted Unlevered Operating Cash Flow ("Adjusted OCF"), with the remaining 30% based on the Company's TSR for each of the 2018 performance
periods and 2019 performance periods compared to the Telecommunications Peer Group approved by the Compensation Committee as in effect on the last day of
the respective performance period. For Adjusted OCF, achievement must be at least 95% of the target goal in order to generate a threshold level payment equal to
50% of this component of the target award for each executive. With respect to the TSR component of the award, the Company's TSR for the respective
performance period must be at least in the 20th percentile when compared to the Telecommunications Peer Group in order to generate a threshold level payout
equal to 25% of this component of the target award for each NEO (achievement above the 30th percentile is based on a sliding scale, with achievement of the 50th
percentile generating a payout at 100% and achievement of the 90th percentile or greater generating payout at 150% of this component of the target award for each
NEO).
The threshold, target and superior performance levels are the same for each of the NEOs. For the 2018-2020 long-term incentive awards, each of the NEOs
received 86.1% of their target awards based on the results of the three-year performance cycle ending December 31, 2020 as shown in the table below, adjusted for
the TSR results.
2018-2020
Performance
Cycle
Adjusted Unlevered Cash Flow
Telecom Peer Group TSR
Threshold
Performance
Level
95.0%
20th Percentile
Target
100.0%
50th Percentile
Superior
Performance
Level
120.0%
90th Percentile
Actual Results (a)
2018
106.9%
n/a
2018-2019
106.2%
n/a
2018-2020
103.9%
43.0%
(a)
The maximum payout for the full 3-year performance cycle is 150%.
Business Value Program
On May 1, 2018, the Board approved a new management incentive program (the "Business Value Award Program") intended to reward key management of the
Company for growing, and creating significant enterprise value through such growth, in the IT Services and Hardware business of the Company (“IT
Segment”). The Business Value Award Program has been implemented through an award of Business Value Award “points.” A “point” is a measure used to
determine the amount of cash, if any, that could be distributed to a participating employee who receives such an award upon the occurrence of certain events. A
form of Business Value Award Agreement (the “BVAP Agreement”) for the award of such points was approved by the Committee on May 1, 2018. A maximum
of 1,000 total points may be awarded to all employees participating in this Business Value Award Program.
The BVAP Agreement provides for a specified cash payment to the participating employee in the event that (i) the employee is continuously employed for a two-
year period after the date of grant, (ii) a qualifying transaction (as described below) involving the IT Segment is consummated before May 1, 2023, and (iii) the
qualifying transaction generates a Net Value Created by the IT Segment (as described below). The value of an award granted to a participating employee is equal
to the number of points awarded to such employee multiplied by 0.001 multiplied by the Award Pool Amount (as described below). For purposes of determining
the amount of an award payable: (i) a “qualifying transaction” means a transaction that would result in the Company selling or transferring (including through an
initial public offering) and ceasing to own at least 51% of the fair market value of the assets or equity of the IT Segment; (ii) the “Net Value Created by the IT
Segment” means the total consideration received by the Company in a qualifying transaction less the cost of acquisitions and investments made by the Company to
inorganically grow the IT Segment (including the OnX Holdings acquisition); and (iii) the “Award Pool Amount” means an amount equal to 10% of the Net Value
Created by the IT Segment. If a qualifying transaction does not occur before May 1, 2023, unless such date is extended because a qualifying transaction is in
progress but has not yet closed, the Agreement terminates with no payment to the participating employee. Moreover, if the participating employee’s employment is
terminated for any reason (other than a termination for the Employee’s retirement, death or disability), prior to the consummation of a qualifying transaction, then
the employee will not receive any payment under the BVAP Agreement. In addition, if the qualifying transaction is a result of a “change in control” as defined in
the Cincinnati Bell Inc. 2017 Long-Term Incentive Plan (the “2017 LTIP”), the amount of any award payable pursuant to a BVAP Agreement may be reduced by
any “change in control” payment received by such participating employee under the 2017 LTIP. The CEO was awarded 100 points and each of the other NEOs
were awarded 50 points.
Benefits
NEOs hired prior to January 1, 2009 participate in the Cincinnati Bell Management Pension Plan (the "Management Pension Plan") on the same basis as all other
eligible salaried and certain non-union hourly employees. The Management Pension Plan is a qualified defined benefit plan with a nonqualified provision that
applies to the extent that eligible earnings or benefits exceed the applicable Internal Revenue Code limits for qualified plans. The Company makes all required
contributions to this plan. However, as described in Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table, the Management
Pension Plan is now frozen and no further credits, other than interest, are made to the plan. The executives, along with all other salaried employees, also participate
in a 401(k) savings plan, which includes a Company matching contribution feature that vests 100% of such matching contributions in the employee's account as
they are made to the plan.
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Cincinnati Bell Inc.
The value of the Company's retirement program is not considered in any of the compensation decisions made with respect to other elements of NEO compensation,
because the Company believes that the alignment of the interests of executives and shareholders is most effectively accomplished through its short- and long-term
incentive compensation programs.
Compensation Determination Process
Role of the Compensation Committee and Management in Recommending Compensation
As described in greater detail below, individual base salaries, annual cash incentive awards and long-term incentive grant amounts are determined within the
framework of the executive's position and responsibility, individual performance and future leadership potential, as determined by the Chief Executive Officer in
consultation with the Compensation Committee, or by the Compensation Committee and the Board in the case of the Chief Executive Officer, as well as with
regard to the external marketplace.
The Chief Executive Officer presents compensation recommendations for the senior executives, including the other NEOs, to the Compensation Committee for its
review and approval. The Compensation Committee evaluates the performance of the Chief Executive Officer, determines his compensation, and discusses its
recommendation with the Board in executive session before the Board grants its approval.
Determination of the Target Compensation Levels
In determining pay levels, the Company established a philosophy to target each component - base salary, target annual incentive and target long-term incentive - at
the market 50th percentile appropriate to the revenue size of the Company. In implementing this philosophy, the Compensation Committee considers and evaluates
the following information:
An annual study of market compensation practices conducted by Willis Towers Watson, the Company’s compensation consultant, at the
•
Company’s request, whereby it obtains, compiles and supplies to the Company and the Compensation Committee competitive compensation
information as described below:
Pay practices for executive officers from Willis Towers Watson’s compensation survey, reflecting general industry companies across a broad
•
range of revenue sizes (the "General Industry Survey"). Since executive compensation correlates to a company's annual revenue (i.e., the higher a
company's revenue, generally the higher the executive's market compensation), the Company, in consultation with Willis Towers Watson, uses a
statistical technique called "regression analysis1" to adjust the survey data to the Company’s revenue size. The Compensation Committee approved the
use of the General Industry Survey information as the primary source for market competitive assessments of NEO pay levels for the following reasons:
•
executive compensation within these companies due to mergers, acquisitions, industry developments and other business changes;
The ever-changing landscape of the telecommunications industry and the difficulty in assessing year-over-year changes in
•
adequate pay survey data, resulting in the need to use proxy data for some telecommunications companies; and
The lack of a sufficient number of suitable telecommunications companies within the Willis Towers Watson database to secure
•
The absence of pay data in the proxies for certain NEO positions.
Pay practices for executive officers of the Telecommunications Peer Group. Because of the reasons noted above, the Compensation
•
Committee uses the information about the Telecommunications Peer Group as a secondary source for monitoring compensation trends to provide
reasonable assurance that using the General Industry Survey data for comparative analysis does not cause an aberration of the Company's executive
compensation at the 50th percentile. The Telecommunications Peer Group used in 2020 is filed as Exhibit 99.1 to this Annual Report on Form 10-K.
•
The Compensation Committee annually reviews and approves the list of companies in the Telecommunications Peer Group.
•
•
1 Regression analysis is a statistical tool for determining the relationship between a dependent variable (in this case, target compensation levels) and an independent variable (in this
case, revenue). The technique correlates median predicted pay for companies by taking into consideration their revenues (i.e., smaller revenue companies would have pay predicted
based on their revenues rather than by a simple median of pay for all companies in the General Industry Survey). For each executive position whose compensation is assessed and
set by the Compensation Committee (or the Board in the case of the Chief Executive Officer), Willis Towers Watson produces a predicted level for each pay component at the 50th
percentile of companies based on Cincinnati Bell's revenues. The use of regression analysis allows the Compensation Committee to compare each executive's pay, both by pay
component and in total, to the market 50th percentile of similar revenue-sized companies
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Cincinnati Bell Inc.
To provide additional context for the Compensation Committee in making its decisions, the Compensation Committee reviews "tally sheets"
•
prepared for each of the executives. Tally sheets provide the Compensation Committee with detailed information, as of a given date, about each
executive's current compensation (including the value of any applicable benefit programs) and wealth accumulation, including the value of accrued and
vested pay, such as shares of Company stock, vested stock options and other equity awards owned by the executive, the value of any retirement benefits
provided by the Company and any pay and benefits triggered under a variety of employment termination scenarios.
•
Input from the Compensation Committee's independent compensation consultant, Mr. Charles J. Mazza.
•
compensation consultant, Willis Towers Watson.
Input from Company management (primarily the Chief Executive Officer and the Chief Financial Officer) and the Company's independent
•
Each NEO's individual performance and current/future potential with the Company.
The Compensation Committee considers, as one of the many factors, each component of executive officer compensation compared to the revenue size-adjusted
market 50th percentile for two reasons:
•
considered "best practice," and
Benchmarking target compensation at the 50th percentile is consistent with the practice followed by a majority of companies and is
•
goals consistent with the Company's pay-for-performance philosophy.
Above-median compensation should be on a delivered actual basis, rather than a target basis, for over achievement of target performance
In determining the appropriate compensation levels in a particular year, the Company evaluates the following from the general industry survey and the industry
peer group data:
•
•
•
Base salary;
Total target cash compensation - the sum of base salary plus target annual incentive opportunity; and
Total target direct compensation - the sum of base salary plus target annual incentive opportunity plus target long-term incentive opportunity.
The Compensation Committee compares each NEO's pay, both by pay component and in total, to the market 50th percentile of similar revenue-sized companies set
forth in the peer groups. The Company does not review pay levels at individual companies or the specific structure of other companies' short- or long-term
incentive plans. Instead, the Compensation Committee considers the predicted pay levels in both peer groups as an indication of market pay practice relating to
each pay component and the relevant mixture among pay components. Thus, the Compensation Committee is able to validate that each NEO's compensation
package is market competitive and that an appropriate portion of it is "at risk;" that is, subject to payment only if the Company attains certain quantitative results
and the individual achieves certain qualitative results.
For 2020, the charts below reflect that each executive has a significant percentage of compensation "at risk" as it reflects the allocation of total target direct
compensation among base salary, annual incentive compensation and long-term incentive compensation.
Based on market practices, combined with the Compensation Committee members' collective experience, the Compensation Committee believes that the foregoing
allocation of pay among base salary and short- and long-term incentive compensation provides appropriate motivation to achieve objectives set for the current year
while also providing a significant incentive that requires the executives to make decisions that are intended to sustain attainment of business objectives over the
longer term.
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Role of Compensation Consultants
Cincinnati Bell Inc.
Both the Compensation Committee and the Company have engaged a consultant to advise on compensation-related matters. Neither the Compensation Committee
nor the Company has identified any conflicts of interest with respect to their respective compensation consultant that would impair the advice provided by such
compensation consultant.
The Compensation Committee retains Mr. Charles J. Mazza, an independent compensation consultant, who performs no other services for the Company or its
management, to assist in its deliberations regarding executive compensation. Pursuant to the Committee's instructions, Mr. Mazza analyzes and comments on
various compensation proposals made by the Company and on various topics specified by the Committee and opines and reports on these matters in open sessions
of Compensation Committee meetings. In executive sessions of the Compensation Committee meetings, Mr. Mazza addresses subjects of particular interest to the
Compensation Committee, such as compensation of the Chief Executive Officer, and presents his analysis of such subjects including the pros and cons of certain
compensation elements and his recommendations. Pursuant to the Compensation Committee Chair's request, Mr. Mazza contacts each member of the
Compensation Committee annually as part of the Compensation Committee's self-evaluation and reports his conclusions to the Compensation Committee.
The Company retains Willis Towers Watson to assist with various compensation-related projects during the course of the year. Typically, the Company has a
discussion with Willis Towers Watson about a project, outlining the project's objectives, and discusses Willis Towers Watson's approach to the project before
requesting them to complete the project. The projects range from requests for general compensation data or information to requests for specific guidance and
recommendations, such as designing specific incentive plans.
Other Compensation Policies
Stock Ownership Guidelines
The Compensation Committee recognizes that executive stock ownership is an important means of aligning the interests of the Company's executives with those of
its shareholders. Stock ownership guidelines for the NEOs are as follows:
•
•
Chief Executive Officer - 5 times base salary (as adjusted each year)
Other NEOs - 2 times base salary (as adjusted each year)
The Compensation Committee has established a timeline of five years from the date the individual becomes an NEO to reach the guidelines. To the extent
possible, future long-term incentive awards will be made in shares based on share availability to assist the executives in meeting the guidelines. Aside from the
Company's actual performance from one year to the next, the price of the Company's stock may vary due to the general condition of the economy and the stock
market. Therefore, the Compensation Committee may measure an executive's progress more on the basis of the year-over-year increase in the number of shares
owned rather than the overall market value of the shares owned in relation to the executive's ownership goal. For purposes of measuring ownership, only shares
owned outright or beneficially by the executive (including shares owned by the executive's spouse or dependent children and shares owned through the Company's
savings plan) are included. Shares represented by unvested stock options or any other form of equity for which a performance or vesting condition remains to be
completed before the executive earns a right to and receives the shares are not counted in determining the executive's level of ownership.
As of February 1, 2021, Mr. Fox has achieved approximately 80% of his ownership goal; Mr. Kaiser has achieved approximately 67% of his ownership goal; Mr.
Simpson has achieved approximately 75% of his ownership goal; Ms. Cornette has achieved approximately 59% of her ownership goal; and Mr. Wilson has
achieved approximately 148% of his ownership goal.
Prohibition on Hedging and Pledging
The Company's Insider Trading Policy expressly prohibits ownership of derivative financial instruments or participation in investment strategies that hedge the
economic risk of owning the Company's common stock and prohibits officers and directors from pledging Company securities as collateral for loans.
Employment Agreements, Severance and Change in Control Payments and Benefits
The Company generally enters into employment agreements with the NEOs for several reasons. Employment agreements give the Company flexibility to make
changes in key executive positions with or without a showing of cause, if terminating the executive is determined by the Company or the Board to be in the best
interests of the Company. The agreements also minimize the potential for litigation by establishing separation terms in advance and requiring that any dispute be
resolved through an arbitration process. The severance, CIC payments and benefits provided under the employment agreements as described in more detail in
Potential Payments upon Termination of Employment or a Change in Control are important to ensure the retention of the NEOs.
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Cincinnati Bell Inc.
Depending on the circumstances of their termination, the NEOs are eligible to receive severance benefits in the form of a multiple of annual base salary as a lump
sum payment, continued access to Company-provided healthcare benefits for a defined period post-employment, and accelerated vesting of all equity as determined
by the provisions in their employment agreements, which are discussed in detail in Potential Payments upon Termination of Employment or a Change in
Control. Under a dismissal without cause or constructive discharge following a CIC, the Company provides the severance benefits because it serves the best
interest of the Company and its shareholders to have executives focus on the business merits of possible change in control situations without undue concern for
their personal financial outcome. In the case of a termination without cause or constructive discharge absent a CIC, the Company believes it is appropriate to
provide severance at these levels to ensure the financial security of these executives, particularly in view of the non-compete provisions which state that, for 12
months (24 months in the case of the Chief Executive Officer) following termination, the executive will not compete with the Company or solicit customers or
employees of the Company. Because these potential payments are triggered under very specific circumstances, such payments are not considered in setting pay or
other elements of executive compensation. The Compensation Committee has a policy that the Company will not enter into any new or materially amended
employment agreements with NEOs providing for excise tax gross-up provisions with respect to payments contingent upon a CIC, and no NEO has an excise tax
gross-up provision.
Adjustments and Recovery of Award Payments and Clawback Policy
The Company is subject to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002. Therefore, if the Company was required to restate its financial
results due to any material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, the
Securities and Exchange Commission could act to recover from the Chief Executive Officer and Chief Financial Officer any bonus or other incentive-based or
equity-based compensation received during the 12-month period following the date the applicable financial statements were issued and any profits from any sale of
securities of the Company during that 12-month period.
In addition, the Board has adopted an interim executive compensation recoupment/clawback policy with the intention that the policy will be modified when final
regulations required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") are adopted by the SEC. The policy allows the
Company to recover incentive payments to, or realized by, certain executive officers in the event that the incentive compensation was based on the achievement of
financial results that were subsequently restated to correct any accounting error due to material noncompliance with any financial reporting requirement under
federal securities laws and such restatement results in a lower payment or award.
Compensation Limitation
Section 162(m) of the Code generally limits to $1,000,000 the available deduction to the Company for compensation paid to any of the Company's NEOs, except
for performance-based compensation that meets certain requirements and is paid under a binding agreement that was in effect on or before November 2, 2017. The
Compensation Committee believes that a significant portion of an NEO's compensation should be tied to Company performance and has determined that it will not
limit executive compensation to amounts deductible under Section 162(m) of the Code.
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Compensation Committee Report
Cincinnati Bell Inc.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this report on Form 10-K with
management. Based on our review and discussions with management, we have recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this report on Form 10-K for the fiscal year ended December 31, 2020.
COMPENSATION COMMITTEE
Craig F. Maier, Chairman
Lynn A. Wentworth
Meredith J. Ching
Walter A. Dods, Jr.
Martin J. Yudkovitz
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Form 10-K Part III
Compensation Tables
Summary Compensation Table
Cincinnati Bell Inc.
The following table sets forth information concerning the compensation of any person who served as the principal executive officer (Leigh R. Fox) or principal
financial officer (Andrew R. Kaiser) during the year ended December 31, 2020, and the three most highly compensated persons who served as executive officers
(Thomas E. Simpson, Christi H. Cornette and Christopher J. Wilson) at the end of the year ended December 31, 2020 (collectively, the “NEOs”).
Stock
Awards
($) (c)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensation
($) (d)
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($) (e)
All Other
Compensation
($) (f)
Total
($)
Name,
Principal Position
Leigh R. Fox
President and
Chief Executive Officer
Andrew R. Kaiser
Chief Financial Officer
Thomas E. Simpson
Chief Operating Officer
Christi H. Cornette
Chief Culture Officer
Christopher J. Wilson
Vice President and
General Counsel
Year
2020
2019
2018
2020
2019
2018
2020
2019
2018
2020
2019
2018
2020
2019
2018
Bonus
($) (b)
Salary
($)(a)
690,100
669,538
650,000
424,360
411,723 75,000
—
400,000
—
477,405
—
463,188
—
450,000
—
403,142
—
391,137
—
380,000
—
390,411
—
378,785
—
368,000
—
—
— 2,460,000
— 1,800,000
—
550,000
400,000
—
633,000
450,000
—
240,000
240,000
—
400,000
390,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
840,850
809,025
650,000
517,060
497,490
400,000
581,693
559,676
450,000
491,207
472,616
380,000
475,695
457,691
368,000
33,301
38,980
(9,311)
—
—
—
28,002
33,046
(7,654)
59,504
79,719
2,723
95,169
120,209
(23,726)
11,400 1,575,651
14,487 3,992,030
18,167 3,108,856
952,820
11,400
11,113 1,545,326
14,486 1,214,486
11,400 1,098,500
11,000 1,699,910
14,524 1,356,870
11,400
965,253
11,000 1,194,472
7,015 1,009,738
11,400
972,675
11,000 1,367,685
10,800 1,113,074
(a)
(b)
(c)
In addition to base salary, salary in 2020 includes one-time lump sum payment equal to 3% of their base salary for award in lieu of a merit increase.
The 2019 amount reflects the cash payment made to Mr. Kaiser in March 2019. The payment was made pursuant to the terms of an agreement made with Mr. Kaiser under
the Cincinnati Bell 2016 Cash Retention Program in March, 2016. Mr. Kaiser did not become a NEO until September 2016.
The 2019 amount reflects the grant-date fair value of the restricted stock units (50% of award) and the performance stock units (50% of award) issued in 2019 to Messrs.
Fox, Kaiser, Simpson and Wilson and Ms. Cornette for the 2019-2021 performance cycle. The 2018 amount reflects the grant-date fair value of the restricted stock units
(50% of award) and the performance stock units (50% of award) issued in 2018 to Messrs. Fox, Kaiser, Simpson and Wilson and Ms. Cornette for the 2018-2020
performance cycle. All amounts assume payout at target. For further discussion of these awards, see Note 15 to the accompanying consolidated financial statements
contained in “Part II. Item 8. Financial Statements and Supplementary Data.” The table below shows the amounts if the maximum payout is earned based on the stock
price at date of grant.
Name
Leigh R. Fox
Andrew R. Kaiser
Thomas E. Simpson
Christi H. Cornette
Christopher J. Wilson
2020
Stock Awards ($)
2019
—
—
—
—
—
3,075,000
687,500
791,250
300,000
500,000
2018
2,250,000
500,000
562,500
300,000
487,500
(d) Non-equity incentive plan compensation represents amounts earned for annual performance-based cash incentives.
(e)
The amounts shown in this column for Messrs. Fox, Simpson and Wilson and Ms. Cornette represent the one-year change in the value of their qualified defined benefit
plan and nonqualified excess plan for 2020, 2019 and 2018, respectively, projected forward to age 65 for each executive with interest credited at 4.0%, and then discounted
back to the respective year at the discount rate (2.4% for 2020, 3.1% for 2019 and, 4.2% for 2018) required under Accounting Standards Codification Topic ("ASC")
960. The present value of the accrued pension benefits increased in 2020 primarily due to a decrease in the applicable discount rate. The Company froze participation in
its qualified pension plan for management employees in 2009; therefore, Mr. Kaiser is not entitled to any benefits under this plan. None of the executives receive any
preferential treatment or above-market interest under the Company's retirement plans.
(f)
For each NEO, the amount includes the Company's 401(k) match. Under the terms of the Cincinnati Bell Inc. Retirement Savings Plan, the Company's matching
contribution is equal to 100% on the first 3% and 50% on the next 2% of contributions made to the plan by the participant. Eligible compensation generally includes base
wages plus any annual incentive paid to eligible participants. For 2020, the maximum Company matching contribution is $11,400.
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Grants of Plan-Based Awards
Cincinnati Bell Inc.
The following table sets forth information concerning equity grants to the NEOs during the year ended December 31, 2020 as well as estimated future payouts
under cash incentive plans:
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive Plan
Awards (a)
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
All Other
Stock
Awards:
Number of
Stock or
Units
(#) (a)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Closing
Price of
Company
Shares
on Grant
Date
($/Sh)
Grant
Date
Fair
Value
of Stock
Based
Awards
($) (a)
—
—
—
—
335,000 670,000 1,005,000
—
—
— —
— —
— —
—
—
—
—
206,000 412,000
—
—
618,000
— —
— —
— —
—
—
—
—
231,750 463,500
—
—
695,250
— —
— —
— —
—
—
—
—
195,700 391,400
—
—
587,100
— —
— —
— —
—
—
—
—
189,520 379,040
—
—
568,560
— —
— —
— —
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Name
Leigh R. Fox
Performance-based stock
units
Restricted stock units
Annual cash incentive
Andrew R. Kaiser
Performance-based stock
units
Restricted stock units
Annual cash incentive
Thomas E. Simpson
Performance-based stock
units
Restricted stock units
Annual cash incentive
Christi H. Cornette
Performance-based stock
units
Restricted stock units
Annual cash incentive
Christopher J. Wilson
Performance-based stock
units
Restricted stock units
Annual cash incentive
(a) No performance-based or restricted stock units were granted to NEOs in 2020.
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Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Agreements
Cincinnati Bell Inc.
During 2020, all of the NEOs were employed pursuant to agreements with the Company. Each employment agreement sets forth, among other things, the NEO's
base salary, annual incentive opportunities, entitlement to participate in the Company's benefit and pension plans and to receive equity awards and post-termination
benefits and obligations.
Based on the agreements in place at December 31, 2020:
•
•
•
•
•
Mr. Fox's employment agreement provides for the employment and retention of Mr. Fox for a one-year term subject to automatic one-year
extensions. Mr. Fox's employment agreement provides for both a minimum base salary of $650,000 and a minimum annual incentive target of
$650,000 per year.
Mr. Kaiser’s employment agreement provides for the employment and retention of Mr. Kaiser for a one-year term subject to automatic one-year
extensions. Mr. Kaiser’s employment agreement provides for both a minimum base salary of $400,000 and a minimum annual incentive target of
$400,000 per year.
Mr. Simpson’s employment agreement provides for the employment and retention of Mr. Simpson for a one-year term subject to automatic one-year
extensions. Mr. Simpson’s employment agreement provides for a minimum base salary of $450,000 and a minimum annual incentive target of
$450,000 per year.
Ms. Cornette's employment agreement provides for the employment and retention of Ms. Cornette for a one-year term subject to automatic one-year
extensions. Ms. Cornette's employment agreement provides for a minimum base salary of $380,000 and a minimum annual incentive target of $380,000
per year.
Mr. Wilson's employment agreement provides for the employment and retention of Mr. Wilson for a one-year term subject to automatic one-year
extensions. Mr. Wilson's employment agreement provides for a minimum base salary of $368,000 per year and a minimum annual incentive target of
$368,000 per year.
Each of the NEOs, except for Mr. Kaiser, has accrued benefits in the Management Pension Plan, which contains both a qualified defined benefit plan and a
nonqualified excess benefit provision (the provision for this excess benefit is contained in the qualified defined benefit pension plan document), which applies the
same benefit formula to that portion of the base wages and annual bonus payment that exceeds the maximum compensation that can be used in determining benefits
under a qualified defined benefit pension plan.
As described below, accruals under the Management Pension Plan are frozen. Except as noted below, prior to the freeze, all eligible salaried employees of the
Company participated in the Management Pension Plan on the same basis with benefits being earned after a three-year cliff-vesting period. Covered compensation
for purposes of calculating benefits includes base wages including any applicable overtime wages paid plus annual bonus payments. Upon retirement or other
termination from employment, the amount of vested benefits to be paid are generally based on the balance credited to the participant's cash balance account under
the plan when the benefit begins to be paid but also subject to certain transition or special benefit formula rules in certain situations. The vested benefits are
payable either as a lump-sum, a single life annuity or, for married participants, a 50% joint and survivor annuity, which provides a reduced benefit for the employee
in order to provide a benefit equal to 50% of that amount if the employee dies before his/her spouse. A 2009 amendment to the Management Pension Plan generally
provided that only "grandfathered participants" and no other participants would accrue additional plan benefits based on their compensation and service after March
8, 2009. For purposes of the plan, a "grandfathered participant" is a plan participant who has continuously been an employee of the Company or any of its
subsidiaries since before 2009 and either: (i) was at least age 50 by January 1, 2009; or (ii) had been eligible for and accepted or declined a 2007 early retirement
offer of the Company. Also, the plan was further amended to reduce the benefits accrued by grandfathered participants based on their compensation and service
after December 31, 2011 by approximately one-half from the prior accrual rate. In addition, the Management Pension Plan was amended to stop accruals for
grandfathered participants based on compensation paid after June 30, 2013 or services after the pay period ended June 29, 2013. The Management Pension Plan
benefits for the NEO's are shown in Pension Benefits.
Each of the employment agreements also provide for payments upon termination of employment as a result of death or disability, termination by the Company
without cause or termination upon a CIC. The payments to the NEOs upon termination, including termination following a CIC as of December 31, 2020 are
described in Potential Payments upon Termination of Employment or a Change in Control.
Long-Term Incentives
NEOs received restricted cash awards in lieu of long-term incentive grants in 2020. The long-term incentives granted to the NEOs in 2018 and 2019 are described
in Compensation Discussion and Analysis.
Salary and Cash Incentive Awards in Proportion to Total Compensation
In 2020, the percentage of total compensation for each NEO represented by the sum of their salary plus annual incentive and non-equity incentive plan
compensation as shown in the Summary Compensation Table in Compensation Tables was as follows: Mr. Fox - 97% Mr. Kaiser - 99%, Mr. Simpson - 96%, Ms.
Cornette - 93% , and Mr. Wilson - 89%.
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Form 10-K Part III
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning options and other equity awards held by the NEOs at December 31, 2020:
Cincinnati Bell Inc.
Option Awards
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
—
Number of
Securities
Underlying
Unexercised
Option (#)
Unexercisable
—
Stock Awards
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or Other
Rights
That
Have Not
Vested
(#) (c)
Number
of
Shares
or
Units of
Stocks
That
Have
Not
Vested
(#) (b)
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($) (b)
Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) (d)
Option
Exercise
Price
($)
Option
Expiration
Date (a)
Number of
Securities
Underlying
Unexercised
Option (#)
Exercisable
Name
Leigh R. Fox
Andrew R. Kaiser
1,001
—
—
17.05 10/23/2024
—
198,618 3,034,883
—
— 297,927
Thomas E. Simpson
—
—
—
—
—
44,337
—
677,469
—
—
66,505
Christi H. Cornette
—
—
—
—
50,734
—
775,216
—
—
76,099
—
21,206
—
324,028
—
—
31,809
Christopher J. Wilson
19,102
—
—
—
—
—
23.75 1/31/2023
—
— 35,061
—
535,732
—
—
52,588
—
4,552,325
—
1,016,196
—
1,162,793
—
486,042
—
803,545
(a) All options granted are for a maximum period of ten years from the date of grant and vest over a three-year period.
(b) Amounts in the column include the restricted stock units granted on January 25, 2018 as part of the 2018-2020 long-term incentive award and on January 31, 2019 as part
of the 2019-2021 long-term incentive award; all awards vest three years from the date of grant. The value is based on the closing price of the Company's common shares
as of December 31, 2020 ($15.28).
(c) Amounts in the column include the performance-based stock units granted for the 2018-2020 performance cycle and the 2019-2021 performance cycle. All performance-
based stock units are shown at the maximum level of payout.
(d) Assuming the maximum number of stock units is earned, amounts represent the equity incentive plan awards not yet vested. The value is based on the closing price of the
Company's common shares as of December 31, 2020 ($15.28).
Option Exercises and Stock Vested
The following table sets forth information concerning the exercise of options and the vesting of stock held by the NEOs during the year ended December 31, 2020:
Name
Leigh R. Fox
Andrew R. Kaiser
Thomas E. Simpson
Christi H. Cornette
Christopher J. Wilson
Option Awards
Number of Shares
Acquired on Exercise
(#) (a)
Value Realized
on Exercise
($) (a)
Stock Awards
Number of Shares
Acquired on Vesting
(#) (b)
Value Realized on
Vesting
($) (c)
—
—
—
—
—
—
—
—
—
—
95,163
21,147
23,789
12,687
20,617
1,451,747
322,605
362,910
193,545
314,520
(a) No NEOs exercised stock options or share-settled stock appreciation rights in 2020.
(b)
(c)
The amounts for Ms. Cornette and Messrs. Fox, Kaiser, Simpson and Wilson represent shares issued on January 25, 2021 upon vesting of the restricted stock units and on
January 28, 2021 upon vesting of the performance-based stock units under the long-term performance plan awards for the 2018-2020 performance period.
The amounts represent the value realized upon vesting based on the closing price of a share of our common stock on the vesting date. For the long-term performance plan
awards under the 2018-2020 performance period, the closing price on January 25, 2021 was $15.26 and the closing price on January 28, 2021 was $15.25.
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Form 10-K Part III
Pension Benefits
Cincinnati Bell Inc.
In February 2009, the Company made significant changes to the Management Pension Plan. The Company froze pension benefits for plan participants who were
not grandfathered participants (as previously described in Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table). Thereafter, the
Company amended the Management Pension Plan to stop accruals based upon compensation paid after June 30, 2013 or services after the pay period ended June
29, 2013 for all participants, including grandfathered participants. Messrs. Fox, Simpson and Wilson are not grandfathered participants and no longer accrue
additional benefits under such plan based on current compensation or service. Ms. Cornette is a grandfathered participant but no longer accrues additional benefits
under such plan based on current compensation or service. In addition, any employee hired on or after January 1, 2009 was not eligible to participate in the
Management Pension Plan. As a result, Mr. Kaiser is not eligible to participate in the Management Pension Plan.
The following table sets forth information regarding pension benefits:
Name
Leigh R. Fox
Thomas E. Simpson
Christi H. Cornette
Christopher J. Wilson
Plan Name
Qualified Defined Benefit Plan (d)
Non-Qualified Excess Plan (e)
Total
Qualified Defined Benefit Plan (d)
Non-Qualified Excess Plan (e)
Total
Qualified Defined Benefit Plan (d)
Non-Qualified Excess Plan (e)
Total
Qualified Defined Benefit Plan (d)
Non-Qualified Excess Plan (e)
Total
Number of
Years Credited
Service
(#) (a)
Present Value
of Accumulated
Benefit
($) (b)(c)
Payments
During
Last
Fiscal
Year ($)
9
—
8
—
12
12
10
10
170,062
—
170,062
147,133
—
147,133
587,453
29,891
617,344
464,036
183,372
647,408
—
—
—
—
—
—
—
—
—
—
—
—
(a)
This column reflects the years of credited service under the plans rather than actual years of service with the Company, which are higher for each of the NEOs noted.
Participants were no longer credited years of service upon the freezing of pension benefits.
(b) Amounts in this column represent the accumulated benefit obligations computed using the same assumptions as used for financial reporting purposes, described in more
detail in Note 12 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”
(c)
If any of the above-identified executive officers had retired on December 31, 2020, they would have been entitled to a benefit based on the balance then credited to them,
without any reduction, under the Management Pension Plan (both the tax-qualified defined benefit plan portion and the non-qualified excess plan portion) as of that date.
They may elect a lump-sum or equivalent annuity form of payment subject to any payment restrictions in place due to the funding status.
(d) Management Pension Plan.
(e) Nonqualified ERISA Excess Provisions of the Management Pension Plan.
A participant's account under the Management Pension Plan is also generally credited with assumed interest for each calendar year at a certain interest rate. Such
interest rate for 2020 was 4.0% per annum.
Potential Payments upon Termination of Employment or a Change in Control
The following table shows potential payments to the NEOs directly and indirectly on their behalf under existing contracts, agreements, plans or arrangements,
whether written or unwritten, for various scenarios involving a CIC or termination of employment, assuming a December 31, 2020 termination or CIC date and,
where applicable, using the closing price of our common shares on December 31, 2020 of $15.28.
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Form 10-K Part III
Name
Leigh R. Fox
Andrew R. Kaiser
Thomas E. Simpson
Christi H. Cornette
Christopher J. Wilson
Involuntary
Not for
Cause
Termination
($)
1,340,000
—
—
Change in
Control
($)
2,003,300
2,003,300
3,100,000
3,034,883
3,034,883
3,034,883
3,034,883
32,964
7,442,730
32,964
13,209,330
824,000
—
—
1,030,000
1,030,000
650,000
677,469
677,469
—
32,023
2,210,961
927,000
—
—
775,200
775,216
32,023
2,509,439
782,800
—
—
324,028
324,028
11,029
1,441,885
758,080
—
—
535,702
535,732
—
32,964
1,862,478
677,469
677,469
—
32,023
4,096,961
1,158,750
1,158,750
650,000
775,200
775,216
32,023
4,549,939
978,500
978,500
280,000
324,028
324,028
11,029
2,896,085
947,600
947,600
400,000
535,702
535,732
—
32,964
3,399,598
Cincinnati Bell Inc.
Death
($)
Disability
($)
—
670,000
950,365
3,034,883
2,202,830
—
6,858,078
—
412,000
199,270
677,469
491,464
—
—
1,780,203
—
463,500
199,270
775,200
561,243
—
1,999,213
—
391,400
85,839
324,028
242,217
—
1,043,484
—
379,040
122,628
535,702
399,474
—
—
1,436,844
—
670,000
950,365
3,034,883
2,202,830
32,964
6,891,042
—
412,000
199,270
677,469
491,464
—
32,023
1,812,226
—
463,500
199,270
775,200
561,243
32,023
2,031,236
—
391,400
85,839
324,028
242,217
11,029
1,054,513
—
379,040
122,628
535,702
399,474
—
32,964
1,469,808
Executive Payment on Termination
Base Salary
Annual Incentive Target Opportunity
Long-Term Incentives — Restricted Cash Awards
Long-Term Incentives — Performance-Based
Stock Units (a)
Long-Term Incentives — Restricted Stock Units
Basic Benefits (b)
Total
Base Salary
Annual Incentive Target Opportunity
Long-Term Incentives — Restricted Cash Awards
Long-Term Incentives — Performance-Based
Stock Units (a)
Long-Term Incentives — Restricted Stock Units
Long-Term Incentives — Stock Options
Basic Benefits (b)
Total
Base Salary
Annual Incentive Target Opportunity
Long-Term Incentives — Restricted Cash Awards
Long-Term Incentives — Performance-Based
Stock Units (a)
Long-Term Incentives — Restricted Stock Units
Basic Benefits (b)
Total
Base Salary
Annual Incentive Target Opportunity
Long-Term Incentives — Restricted Cash Awards
Long-Term Incentives — Performance-Based
Stock Units (a)
Long-Term Incentives — Restricted Stock Units
Basic Benefits (b)
Total
Base Salary
Annual Incentive Target Opportunity
Long-Term Incentives — Restricted Cash Awards
Long-Term Incentives — Performance-Based
Stock Units (a)
Long-Term Incentives — Restricted Stock Units
Long-Term Incentives — Stock Options
Basic Benefits (b)
Total
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Form 10-K Part III
Cincinnati Bell Inc.
(a)
Performance-based stock units include shares and cash awards that are based on the attainment of target performance metrics in the 2020 performance year. These awards
have been included in the table at target; however, the actual payouts based on attainment of the metrics could range from zero to 150% of the target amount.
(b) Basic benefits consist of medical, dental and vision coverage similar to such benefits provided by the Company to other employees. In June 2014, the Company changed
the benefits under the long-term disability plan to include continuation of benefits for up to 24 months after the date of disability.
If any of the executives elects to voluntarily terminate employment with the Company, or if they are terminated by the Company for cause, they are entitled to no
payments from the Company other than those benefits which they have a non-forfeitable vested right to receive (the “vested amounts”), which include any shares of
stock they own outright, vested options which may be exercisable for a period of 90 days following termination and vested amounts under the Company's long-term
incentive, pension and savings plans.
In addition to any applicable “vested amounts,” an executive will be entitled to receive certain additional benefits if one of the four termination scenarios detailed in
the above table and discussed below occurs. Regardless of the termination scenario, Messrs. Fox, Kaiser, Simpson and Wilson and Ms. Cornette will continue to
be bound by the non-disclosure, non-compete and non-solicitation provisions of their employment agreements.
If an executive is terminated by the Company without cause (an involuntary not for cause termination), the executive will be entitled to the following:
•
•
•
•
A lump-sum cash payment equal to 2.0 times the executive's base salary;
Access to medical, dental and vision benefits during the two-year period following the executive's termination of employment on an after-tax basis
provided any required monthly contributions are made;
Continued treatment as an active employee during the two-year period following termination with respect to any outstanding long-term incentive cycles
in which the executive may be participating, and any unvested stock options will continue to vest under the normal vesting schedule as though the
executive was still an active employee (provided, with respect to awards granted under the 2017 Long-Term Incentive Plan, that the executive's
termination is at least one year after the grant date of the award); and
The ability to exercise any vested options for an additional 90 days after the end of the two-year period.
If an executive is terminated within the one-year period following a CIC, the executive will be entitled to the following:
•
•
•
•
•
A lump-sum cash payment equal to 2.5 times the sum of his or her base salary and annual incentive target in the case of Messrs. Kaiser, Simpson and
Wilson and Ms. Cornette and 2.99 times in the case of Mr. Fox;
Access to medical, dental and vision benefits during the two-year period following the executive's termination of employment on an after-tax basis
provided any required monthly contributions are made;
Full vesting and payout of any restricted cash awards;
Full vesting of any options granted under the 2007 Long Term Incentive Plan and the ability to exercise such options for the two-year period following
termination; and
Full vesting and payout at target amounts of any other awards granted under long-term incentive plans (in the event an executive is terminated within
the two-year period following a CIC) that are continued after a CIC. Awards that constitute deferred compensation under Internal Revenue Code
Section 409A shall not be continued in the event of a CIC and will become vested and pay out at target upon a CIC. The types of outstanding awards
that are deferred compensation are restricted stock units and performance-based stock units.
If an executive is “terminated” because of his or her death, the executive's beneficiary will be entitled to the following:
•
•
•
•
•
A payment equal to the prorated incentive and payable to the deceased executive for the current year;
Prorated vesting and payout from the date of grant through the date of death of any outstanding restricted cash awards granted to the deceased
executive;
Full vesting of all options held by the deceased executive and the ability to exercise such options for the one-year period following the date of the
executive's death;
Full vesting and payout at target amounts of any outstanding performance-based awards granted to the deceased executive under long-term incentive
plans; and
Prorated vesting and payout from the date of grant through the date of death of any outstanding time-based awards granted to the deceased executive
under long-term incentive plans.
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Form 10-K Part III
Cincinnati Bell Inc.
If an executive is terminated by reason of disability, the executive will be entitled to the following:
•
•
•
•
•
•
A payment equal to the prorated incentive and payable to the disabled executive for the current year;
Prorated vesting and payout from the date of grant through the date of disability of any outstanding restricted cash awards granted to the disabled
executive;
Full vesting of all options held by the disabled executive and the ability to exercise such options for the one-year period following the date of the
executive's disabling condition;
Continued participation by the disabled executive in any outstanding performance-based awards granted under long-term incentive plans;
Prorated vesting and payout from the date of grant through the date of disability of any time-based awards granted to the disabled executive under long-
term incentive plans; and
Continued consideration of the disabled executive as an employee for all other benefits so long as the disabling condition that resulted in the disability-
based termination is present for up to 24 months after the date of disability.
Receipt of the above-described payments (other than the “vested amounts”) is conditioned upon the executive executing a release of claims in favor of the
Company.
Under all of the termination scenarios in the preceding table, as of December 31, 2020, Messrs. Fox, Kaiser, Simpson, and Wilson and Ms. Cornette had certain
"vested amounts" to which they were entitled as follows: Mr. Fox - $78,132, Mr. Kaiser - $4,457, Mr. Simpson - $68,654, Ms. Cornette - $377,634 and Mr. Wilson
- $388,965.
CEO Pay Ratio
As required by the SEC, we are providing the following information about the relationship between the annual total compensation ("ATC") of our employees and
the ATC of Mr. Fox, our President and Chief Executive Officer (the "PEO").
For 2020, our last completed fiscal year,
•
•
The ATC of the median employee of the Company was $82,341; and
The ATC for our PEO was $1,575,651
Based on this information, for 2020 the resulting pay ratio between the ATC of the PEO to the ATC of the median employee was 19:1.
To identify the median employee, we took the following steps:
1.
2.
3.
As of December 31, 2020, the Company had approximately 4,600 employees.
In determining the employee population, we used all full-time, part-time and temporary employees (except for our PEO and those employees on leaves
of absence).
The median employee was identified from our employee population by comparing our payroll records for such employees as reported to the Internal
Revenue Service on Form W-2 and to the Canada Revenue Agency on Form T4 for 2020. We used a December 31, 2020 conversion rate of 1 CAD to
0.78 USD for our Canadian-based employees. In addition, since the Company does not widely distribute equity awards to our employees, such awards
were excluded from our compensation measure.
4. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in this
calculation. Since the majority of our employees and our PEO are based in the U.S., we did not make any cost of living adjustments in identifying the
median employee.
5.
Once we identified the median employee, we determined the ATC for the median employee in the same manner used to determine Mr. Fox's ATC as
reflected in the Summary Compensation Table in Compensation Tables, resulting in an ATC of $82,341.
Director Annual Compensation Program
The Company uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. In setting director
compensation, the Company considers the significant amount of time that Directors spend in fulfilling their duties to the Company as well as the skill level
required.
Compensation for Employee Directors
Directors who are also employees of the Company (or any subsidiary of the Company) receive no additional compensation for serving on the Board or its
committees during the period of their employment. If such directors continue on the Board after their employment ends, such directors may receive additional
compensation in connection with such continued service.
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Form 10-K Part III
General Compensation Policy for Non-Employee Directors
Cincinnati Bell Inc.
Directors who are not employees of the Company or any subsidiary of the Company (“non-employee directors”) while serving as directors of the Company receive
compensation from the Company for their service on the Board. The table below sets forth the annual compensation for non-employee directors in 2020.
Compensation Element
Chairman of the Board Annual Retainer (a)
Annual Board Retainer
Annual Chairman Equity Award (b)
Annual Board Equity Award (b)
Annual Audit and Finance Committee Chair Retainer
Annual Audit and Finance Committee Member Retainer
Annual Compensation Committee Chair Retainer
Annual Compensation Committee Member Retainer
Annual Governance and Nominating Committee Chair Retainer
Annual Governance and Nominating Committee Member Retainer
2020
180,000
70,000
145,000
110,000
27,000
15,000
18,000
10,000
16,000
10,000
$
$
$
$
$
$
$
$
$
$
(a)
(b)
The Chairman is not entitled to receive any of the other annual Board or Committee retainers described above; however, the Chairman is eligible for the Annual Board
Equity Award.
The Annual Board Equity Award for 2020 was granted under the Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors (“2017 Directors Plan”) to all non-
employee directors, including the Chairman of the Board, in the form of restricted stock units with a one-year vesting period. The award value for 2020 is $145,000 for the
Chairman and $110,000 for all other non-employee directors.
Stock Plan for Non-Employee Directors
On September 24, 2020, the Company granted restricted stock unit awards that vest after one year and with an aggregate value of $145,000 for the Chairman and
$110,000 for each of the remaining non-employee directors on the date of grant under the 2017 Directors Plan. Awards in 2019 were granted under the 2017
Directors Plan with an aggregate value of $145,000 for the Chairman and $110,000 for each of the remaining non-employee directors. Awards in 2018 were
granted under the 2017 Directors Plan with an aggregate value of $100,000. For 2019 and 2018, the awards were in the form of restricted stock units which vested
on the first anniversary of the grant date.
2020 Director Compensation
The following table shows the compensation paid to our non-employee directors for the 2020 fiscal year:
Name
Meredith J. Ching
Walter A. Dods, Jr.
John W. Eck (c)
Jakki L. Haussler
Craig F. Maier
Russel P. Mayer
Theodore H. Torbeck
Lynn A. Wentworth
Martin J. Yudkovitz
Fees Earned or
Paid in Cash ($)
DIRECTOR COMPENSATION
Option
Stock
Awards ($)
Awards ($)
(b)
(a) (b)
80,000
96,000
118,750
107,000
103,000
95,000
70,000
180,000
80,000
110,000
110,000
110,000
110,000
110,000
110,000
110,000
145,000
110,000
—
—
—
—
—
—
—
—
—
Total ($)
190,000
206,000
228,750
217,000
213,000
205,000
180,000
325,000
190,000
(a)
The values reflect the aggregate grant-date fair value of the restricted stock units granted on September 24, 2020 computed in accordance with Accounting Standards
Codification Topic 718, “Compensation - Stock Compensation” for all awards. For a discussion of the valuation assumptions and methodology, see Note 15 to the
accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”
(b) No stock options were awarded in 2020. None of the non-employee directors held outstanding stock options as of December 31, 2020.
(c) Mr. Eck earned fees of $95,000 in 2020. The remaining balance of the fees, $23,750, were earned in 2019 and were paid in 2020.
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Form 10-K Part III
Name
Meredith J. Ching
Walter A. Dods, Jr.
John W. Eck
Jakki L. Haussler
Craig F. Maier
Russel P. Mayer
Theodore H. Torbeck
Lynn A. Wentworth
Martin J. Yudkovitz
Cincinnati Bell Inc.
Number of Unvested
Stock Awards
Outstanding
as of
December 31,
2020
Number of Option
Awards
Outstanding
as of
December 31,
2020
7,338
7,338
7,338
7,338
7,338
7,338
7,338
9,673
7,338
—
—
—
—
—
—
—
—
—
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Ownership of Equity Securities of the Company
Directors and Executive Officers
The following table sets forth the beneficial ownership of common shares and 6 3/4% Cumulative Convertible Preferred Shares as of February 1, 2021 (except as
otherwise noted) by (i) each current director and each executive officer named in the Summary Compensation Table in Compensation Tables, and (ii) all directors
and executive officers of the Company as a group.
Unless otherwise indicated, the address of each named director and executive officer is c/o Cincinnati Bell Inc. at the Company's address.
Name and Address of Beneficial Owner
Meredith J. Ching
Christi H. Cornette
Walter A. Dods, Jr.
John W. Eck
Leigh R. Fox
Jakki L. Haussler
Andrew R. Kaiser
Craig F. Maier
Russel P. Mayer
Thomas E. Simpson
Theodore H. Torbeck
Lynn A. Wentworth
Christopher J. Wilson
Martin J. Yudkovitz
All directors and executive officers as a group
(consisting of 16 persons, including those
named above)
Common Shares
Beneficially
Owned as of
February 1, 2021
(a)
28,784
30,292
26,541
33,726
175,169
53,535
37,368
53,493
38,115
45,488
270,591
56,876
92,724
39,998
Percent of
Common Shares
(b)
*
*
*
*
*
*
*
*
*
*
*
*
*
*
6 3/4%
Convertible
Preferred Shares
Beneficially
Owned as of
February 1, 2021
(c)
Percent of
6 3/4%
Cumulative
Convertible
Preferred
Shares
(c)
*
*
*
*
*
*
*
*
*
*
*
*
*
*
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,005,097
2.0%
—
*
*
(a)
(b)
(c)
indicates ownership of less than 1% of issued and outstanding shares
Includes common shares subject to outstanding vested options under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan as of February 1, 2021. The following
common shares subject to outstanding vested options are included in the totals: 1,001 common shares for Mr. Kaiser and 19,102 common shares for Mr. Wilson. The
Company's Insider Trading Policy expressly prohibits ownership of derivative financial instruments or participation in investment strategies that hedge the economic risk
of owning the Company's common shares and prohibits officers and directors from pledging Company securities as collateral for loans.
These percentages are based upon 50,908,586 common shares outstanding as of February 1, 2021.
These numbers represent 6 3/4% Cumulative Convertible Preferred Shares. In the aggregate, the 155,250 issued and outstanding 6 3/4% Cumulative Convertible Preferred
Shares are represented by 3,105,000 depositary shares, and each 6 3/4% Cumulative Convertible Preferred Share is represented by 20 depositary shares.
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Form 10-K Part III
Principal Shareholders
Cincinnati Bell Inc.
The following table sets forth the beneficial ownership of common shares as of February 16, 2021 (except as otherwise noted) by each beneficial owner of more
than five percent (5%) of common shares or 6 3/4% Cumulative Convertible Preferred Shares (or depositary shares representing one-twentieth of a 6 3/4%
Cumulative Convertible Preferred Share) outstanding known by the Company.
Depositary
Shares
Representing 6
3/4%
Cumulative
Convertible
Preferred
Shares
Beneficially
Owned (b)
*
Percent of Depositary
Shares Representing
6 3/4% Cumulative
Convertible
Preferred Shares (b)
*
Common Shares
Beneficially
Owned
7,053,207 (c)
Percent of
Common Shares
(a)
13.85%
3,398,923 (d)
6.68%
2,814,783 (e)
5.53%
*
*
*
*
*
*
237,264
(f)
7.64%
Name and Address of Beneficial Owner
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
Morgan Stanley
1585 Broadway
New York, NY 10036
Private Management Group, Inc.
15635 Alton Parkway, Suite 400
Irvine, CA 92618
*
(a)
(b)
(c)
Indicates ownership of less than 5%, or the equivalent of 5% in share count, of common shares or 6 3/4% Cumulative Convertible Preferred Shares.
These percentages are based upon 50,908,586 common shares outstanding as of February 16, 2021.
These numbers represent the depositary shares representing interests in 6 ¾% Cumulative Convertible Preferred Shares. In the aggregate, the 155,250 issued and
outstanding 6 ¾% Cumulative Convertible Preferred Shares are represented by 3,105,000 depositary shares, and each 6 ¾% Cumulative Convertible Preferred Share is
represented by 20 depositary shares.
As reported on Schedule 13G/A filed on February 5, 2021 by BlackRock, Inc., as of December 31, 2020, BlackRock, Inc. has sole voting power for 7,003,706 common
shares and sole dispositive power for 7,053,207 common shares.
(d) As reported on Schedule 13G/A filed on February 10, 2021 by The Vanguard Group, as of December 31, 2020, The Vanguard Group has shared voting power for 71,809
common shares, sole dispositive power for 3,289,470 common shares and shared dispositive power for 109,453 common shares.
(e)
(f)
As reported on Schedule 13G/A filed on February 10, 2021 by Morgan Stanley and Morgan Stanley Capital Services LLC, a wholly owned subsidiary of Morgan Stanley,
as of December 31, 2020, Morgan Stanley has shared voting power for 2,793,149 common shares and shared dispositive power for 2,814,783 common shares and Morgan
Stanley Capital Services LLC has shared voting and dispositive power for 2,638,052 common shares.
As reported on Schedule 13G/A filed on February 9, 2021 by Private Management Group, Inc., as of December 31, 2020, Private Management Group, Inc. has sole voting
and dispositive power for 237,264 depositary shares, each representing one-twentieth of a 6 ¾% Cumulative Convertible Preferred Share.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Party Transactions
The Board is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present
a heightened risk of potential or actual conflicts of interest. Accordingly, as a general matter, it is the Company’s preference to avoid related party
transactions. Current SEC rules define a related party transaction to include any transaction, arrangement or relationship (i) in which the Company is a participant,
(ii) in which the transaction has an aggregate value greater than $120,000, and (iii) in which any of the following persons has or will have a direct or indirect
material interest:
•
•
an executive officer, director or director nominee of the Company;
any person who is known to be the beneficial owner of more than 5% of the Company's common and preferred shares;
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Form 10-K Part III
Cincinnati Bell Inc.
•
•
any person who is an immediate family member (as defined under Item 404 of Regulation S-K) of an executive officer, director or director nominee or
beneficial owner of more than 5% of the Company's common or preferred shares; or
any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which
such person, together with any other of the foregoing persons, has a 10% or greater beneficial ownership interest.
The Company's Code of Business Conduct, the Company’s Code of Ethics for Senior Financial Officers and the Company’s Code of Ethics for Directors require
directors, officers and all other members of the workforce to avoid any relationship, influence or activity that would cause or even appear to cause a conflict of
interest. The Company’s Code of Business Conduct, Code of Ethics for Senior Financial Officers and Code of Ethics for Directors generally require (i) a director
to promptly disclose to the Governance and Nominating Committee any potential or actual conflict of interest involving him or her and (ii) an employee, including
the executive officers, to promptly disclose a conflict of interest to the General Counsel. The Governance and Nominating Committee (and, if applicable, the
General Counsel) determines an appropriate resolution to actual or potential conflicts of interest on a case-by-case basis. All directors must recuse themselves from
any discussion or decision affecting their personal, business or professional interests.
All related party transactions shall be disclosed in the Company's applicable filings with the SEC under the SEC rules. In 2020, there were no related party
transactions requiring disclosure.
Director Independence
In accordance with the rules and listing standards of the NYSE and the Company’s Corporate Governance Guidelines, the Board affirmatively evaluates and
determines the independence of each director and each nominee for election. Based on an analysis of information supplied by the directors, the Board evaluates
whether any director has any material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship
with the Company, that might cause a conflict of interest in the performance of a director’s duties.
Based on these standards, the Board determined that each of the following persons who served as a non-employee director in 2020 is independent and has no
relationship with the Company, except as a director and shareholder:
• Meredith J. Ching
• Walter A. Dods, Jr.
• John W. Eck
• Jakki L. Haussler
• Craig F. Maier
• Russel P. Mayer
• Lynn A. Wentworth
• Martin J. Yudkovitz
In addition, based on these standards, the Board determined that Mr. Fox was not independent because he currently serves as the Chief Executive Officer of the
Company and Mr. Torbeck was not independent because he served as Chief Executive Officer of the Company through May 31, 2017.
The independent, non-employee directors of the Company meet in executive session without management present at each regularly scheduled meeting of the
Board. The Chairman of the Board presides at the meetings of the non-employee directors.
Item 14. Principal Accountant Fees and Services
Deloitte & Touche LLP was the Company's Independent Registered Public Accounting Firm for the 2020 and 2019 fiscal years. Aggregate fees for professional
services rendered by Deloitte & Touche LLP for the years ended December 31, 2020 and 2019 were as follows:
Audit fees
Audit related fees
Tax fees
All other fees
Total
Audit Fees
2020
2019
$
2,316,350 $
—
40,787
—
$
2,357,137 $
2,635,700
38,000
52,201
—
2,725,901
The audit fees for the years ended December 31, 2020 and 2019 were for services rendered in connection with the audit of the Company's annual financial
statements, review of quarterly financial statements included in the Company's reports filed with the SEC and services related to requirements established by the
Sarbanes-Oxley Act of 2002. The audit of the Company’s 2020 financial statements included work related to statutory audits. The audit of the Company’s 2019
financial statements included work related to statutory audits, new accounting guidance related to lease accounting and implementation of new systems.
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Form 10-K Part III
Audit Related Fees
Cincinnati Bell Inc.
There were no audit related fees for the year ended December 31, 2020. The audit related fees for the year ended December 31, 2019 are due to work performed
related to due diligence projects.
Tax Fees
Tax fees for the years ended December 31, 2020 and 2019 were for the preparation of various tax filings and tax consultations.
All Other Fees
None.
Engagement of the Independent Registered Public Accounting Firm and Pre-Approval Policy
In accordance with its charter, the Audit and Finance Committee has the sole authority and responsibility to select, evaluate and, if necessary, replace the
Independent Registered Public Accounting Firm. The Audit and Finance Committee has the sole authority to approve all audit engagement fees and terms. In
addition, the Audit and Finance Committee, or the chair of the Audit and Finance Committee between regularly scheduled meetings, must pre-approve all services
provided to the Company by the Company's Independent Registered Public Accounting Firm.
Pursuant to Section 202 of the Sarbanes-Oxley Act of 2002, the Audit and Finance Committee pre-approved every engagement of Deloitte & Touche LLP to
perform audit or non-audit services on behalf of the Company or any of its subsidiaries during the years ended December 31, 2020 and 2019.
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Form 10-K Part IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
Consolidated financial statements are included in Part II, Item 8.
Financial Statement Schedules
PART IV
Cincinnati Bell Inc.
Financial Statement Schedule II — Valuation and Qualifying Accounts. All other schedules are not required under the related instructions or are not applicable.
Exhibits
Exhibits identified in parenthesis below, on file with the Securities and Exchange Commission, are incorporated herein by reference as exhibits hereto.
Exhibit
Number
(2.1)
Description
Agreement and Plan of Merger, dated as of March 13, 2020, by and among Cincinnati Bell Inc., Red Fiber Parent LLC and RF Merger Sub Inc.
(Exhibit 2.1 to Current Report on Form 8-K, date of Report March 13, 2020, File No. 1-8519).
(3.1)
Amended and Restated Articles of Incorporation of Cincinnati Bell Inc. (Exhibit 3.1 to Current Report on Form 8-K, date of Report April 25,
2008, File No. 1-8519).
(3.2)
(3.3)
(4.1)
(4.2)
(4.3)
(4.4)
(4.5)
(4.6)
(4.7)
Amendment to the Amended and Restated Articles of Incorporation of Cincinnati Bell Inc. (Exhibit 3.1 to Current Report on Form 8-K, date of
Report October 4, 2016, File No. 1-8519).
Amended and Restated Regulations of Cincinnati Bell Inc. (Exhibit 3.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2018,
File No. 1-8519).
Indenture dated July 1, 1993, between Cincinnati Bell Inc., as Issuer, and The Bank of New York, as Trustee, relating to Cincinnati Bell Inc.’s
71/4% Notes Due June 15, 2023 (Exhibit 4-A to Current Report on Form 8-K, date of Report July 12, 1993, File No. 1-8519).
Indenture dated as of November 30, 1998, among Cincinnati Bell Telephone Company, as Issuer, Cincinnati Bell Inc., as Guarantor, and The
Bank of New York, as Trustee (Exhibit 4-A to Current Report on Form 8-K, date of Report November 30, 1998, File No. 1-8519).
First Supplemental Indenture dated as of December 31, 2004 to the Indenture dated as of November 30, 1998, among Cincinnati Bell Telephone
Company, as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New York, as Trustee (Exhibit 4(c)(iii)(2) to Annual Report on Form
10-K for the year ended December 31, 2004, File No. 1-8519).
Second Supplemental Indenture dated as of January 10, 2005 to the Indenture dated as of November 30, 1998, among Cincinnati Bell Telephone
Company LLC (as successor entity to Cincinnati Bell Telephone Company), as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New
York, as Trustee (Exhibit (4)(c)(iii)(3) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
Indenture, dated September 22, 2016, among Cincinnati Bell Inc., the guarantor parties thereto and Regions Bank, as trustee (Exhibit 4.1 to
Current Report on Form 8-K, date of Report September 22, 2016, File No. 1-8519).
First Supplemental Indenture dated April 3, 2017 among Cincinnati Bell Inc., SunTel Services LLC and Regions Bank, as trustee (Exhibit 99.1
to Current Report on Form 8-K, date of Report April 3, 2017, File No. 1-8519).
Second Supplemental Indenture dated May 31, 2017 among Cincinnati Bell Inc., Cincinnati Bell Telephone Company LLC, Cincinnati Bell
Extended Territories LLC, and Regions Bank, as trustee (Exhibit 10.1 to Current Report on Form 8-K, date of Report May 31, 2017, File No. 1-
8519).
(4.8)
Third Supplemental Indenture dated October 2, 2017 among Cincinnati Bell Inc., Cincinnati Bell Shared Services LLC, Data Center South
Holdings, LLC, Twin Acquisition Corp. and Regions Bank, as trustee (Exhibit 4.1 to Current Report on Form 8-K, date of Report October 2,
2017, File No. 1-8519).
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Cincinnati Bell Inc.
(4.9)
Fourth Supplemental Indenture dated as of December 22, 2017 among Cincinnati Bell Inc., CBTS Holdco LLC, and Regions Bank, as trustee
(Exhibit 10.1 to Current Report on Form 8-K, date of Report December 22, 2017, File No. 1-8519).
(4.10)
Fifth Supplemental Indenture, dated as of July 2, 2018, by and among Cincinnati Bell Inc., the guarantors party thereto and Regions Bank, as
Trustee. (Exhibit 4.2 to Current Report on Form 8-K, date of Report July 2, 2018, File No. 1-8519).
(4.11)
Sixth Supplemental Indenture, dated as of July 2, 2020, among Cincinnati Bell Inc., as Issuer, each subsidiary of the Issuer identified as a
Guarantor, and Regions Bank, as Trustee (Exhibit 4.1 to Current Report on Form 8-K, date of Report July 6, 2020, File No. 1-8519).
(4.12)
Indenture, dated October 6, 2017, between CB Escrow Corp. and Regions Bank, as trustee (Exhibit 4.1 to Current Report on Form 8-K, date of
Report October 6, 2017, File No. 1-8519).
(4.13)
Assumption Supplemental Indenture, dated as of July 2, 2018, by and among Cincinnati Bell Inc., the guarantors party thereto and Regions
Bank, as Trustee. (Exhibit 4.1 to Current Report on Form 8-K, date of Report July 2, 2018, File No. 1-8519).
(4.14)
Second Supplemental Indenture, dated as of July 2, 2020, among Cincinnati Bell Inc., as Issuer, each subsidiary of the Issuer identified as a
Guarantor, and Regions Bank, as Trustee. (Exhibit 4.2 to Current Report on Form 8-K, date of Report July 6, 2020, File No. 1-8519).
(4.15)
Escrow Agreement, dated October 6, 2017, by and among CB Escrow Corp., Regions Bank, as trustee, and Regions Bank, as Escrow Agent
(Exhibit 4.2 to Current Report on Form 8-K, date of Report October 6, 2017, File No. 1-8519).
(4.16)
(4.17)
(10.1)
(10.2)
(10.3)
(10.4)
No other instrument which defines the rights of holders of long term debt of the registrant is filed herewith pursuant to Regulation S-K, Item
601(b)(4)(iii)(A). Pursuant to this regulation, the registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.
Description of Registrant’s Securities. (Exhibit 4.15 to Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-8519).
Credit Agreement by and among Cincinnati Bell Inc., the Guarantor parties thereto, the Lender parties thereto, PNC Bank, National Association,
as the Swingline Lender, and Morgan Stanley Senior Funding, Inc., as Administrative Agent, Collateral Agent, Swingline Lender and an L\C
Issuer, dated October 2, 2017 (Exhibit 10.1 to Current Report on Form 8-K, date of Report October 3, 2017, File No. 1-8519).
Amendment No. 1 to Credit Agreement dated as of April 5, 2018, by and among Cincinnati Bell Inc., the subsidiary guarantors thereto, Morgan
Stanley Senior Funding, Inc. and the tranche B term lenders party thereto (Exhibit 10.1 to Current Report on Form 8-K, date of Report April 5,
2018, File No. 1-8519).
Amendment No. 2 to Credit Agreement dated as of April 5, 2018, by and among Cincinnati Bell Inc., the subsidiary guarantors thereto, Morgan
Stanley Senior Funding, Inc. and the tranche B term lenders party thereto (Exhibit 10.2 to Current Report on Form 8-K, date of Report April 5,
2018, File No. 1-8519).
Receivables Financing Agreement dated as of May 10, 2018, among Cincinnati Bell Funding LLC and Cincinnati Bell Funding Canada Ltd., as
Borrowers, Cincinnati Bell Inc. and OnX Enterprise Solutions Ltd., as Servicers, the Lenders, Letter of Credit Participants and Group Agents
from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets LLC,
as Structuring Agent (Exhibit 99.3 to Current Report on Form 8-K, date of Report May 10, 2018, File No. 1-8519).
(10.5)
First Amendment to the Receivables Financing Agreement, dated as of November 21, 2018, by and among Cincinnati Bell Funding LLC and
Cincinnati Bell Funding Canada Ltd., as Borrowers, Cincinnati Bell Inc. and OnX Enterprise Solutions Ltd., as Servicers, the Lenders, Letter of
Credit Participants and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit
Bank, and PNC Capital Markets LLC, as Structuring Agent (Exhibit 99.2 to Current Report on Form 8-K, date of Report November 23, 2018,
File No. 1-8519).
(10.6)
Second Amendment to Receivables Financing Agreement, dated as of May 9, 2019, by and among Cincinnati Bell Funding LLC and Cincinnati
Bell Funding Canada Ltd., as Borrowers, Cincinnati Bell Inc. and OnX Enterprise Solutions Ltd., as Servicers, the Lenders, Letter of Credit
Participants and Group Agents from time to time parties thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank,
and PNC Capital Markets, as Structuring Agent. (Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, File 1-
8519).
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Cincinnati Bell Inc.
(10.7)
Third Amendment to the Receivables Financing Agreement, dated as of May 7, 2020, by and among Cincinnati Bell Funding LLC and
Cincinnati Bell Funding Canada Ltd., as Borrowers, Cincinnati Bell Inc. and OnX Enterprise Solutions Ltd., as Servicers, the Lenders, Letter of
Credit Participants and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit
Bank, and PNC Capital Markets, as Structuring Agent. (Exhibit 99.2 to Current Report on Form 8-K, date of Report May 7, 2020, File No. 1-
8519).
(10.8)
Receivables Purchase Agreement dated as of May 10, 2018 among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer,
PNC Bank, National Association, as Buyer, and PNC Capital Markets LLC, as Structuring Agent (Exhibit 99.4 to Current Report on Form 8-K,
date of Report May 10, 2018, File No. 1-8519).
(10.9)
First Amendment to Receivables Purchase Agreement, dated as of May 9, 2019, by and among Cincinnati Bell Funding LLC, as Seller,
Cincinnati Bell Inc., as Servicer, and PNC Bank, National Association, as Buyer. (Exhibit 10.2 to Quarterly Report on Form 10-Q for the
quarter ended June 30, 2019, File 1-8519).
(10.10)
Second Amendment to the Receivables Purchase Agreement, dated as of May 7, 2020, by and among Cincinnati Bell Funding LLC as Seller,
Cincinnati Bell Inc. as Servicer, and PNC Bank, National Association, as Buyer. (Exhibit 99.1 to Current Report on Form 8-K, date of Report
May 7, 2020, File No. 1-8519).
(10.11)*
Cincinnati Bell Inc. Pension Program, as amended and restated effective January 1, 2005 (Exhibit (10)(iii)(A)(3) to Annual Report on Form 10-
K for the year ended December 31, 2008, File No. 1-8519).
(10.12)*
Amendment to Cincinnati Bell Inc. Pension Program, effective December 31, 2011 (Exhibit 10.12 to Annual Report on Form 10-K for the year
ended December 31, 2011, File No. 1-8519).
(10.13)*
Restatement of the Cincinnati Bell Management Pension Plan executed December 22, 2016 (Exhibit 10.28 to Annual Report on Form 10-K for
the year ended December 31, 2016, File No. 1-8519).
(10.14)*
Restatement of the Cincinnati Bell Pension Plan executed December 22, 2016 (Exhibit 10.29 to Annual Report on Form 10-K for the year ended
December 31, 2016, File No. 1-8519).
(10.15)*
Amendment to Cincinnati Bell Management Pension Plan executed December 22, 2016 (Exhibit 10.30 to Annual Report on Form 10-K for the
year ended December 31, 2016, File No. 1-8519).
(10.16)*
Amendment to the Cincinnati Bell Pension Plan executed December 22, 2016 (Exhibit 10.31 to Annual Report on Form 10-K for the year ended
December 31, 2016, File No. 1-8519).
(10.17)*
Cincinnati Bell Inc. 2011 Short Term Incentive Plan (Appendix II to the Company's 2016 Proxy Statement on Schedule 14A filed March 17,
2016, File No. 1-8519).
(10.18)*
Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors, as amended and restated as of January 1, 2005 (Exhibit (10)(iii)(A)(2)
to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.19)*
Amendment to Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors, as of November 7, 2016 (Exhibit 10.2 to Current Report
on Form 8-K, date of Report November 7, 2016, File No. 1-8519).
(10.20)*
Cincinnati Bell Inc. Executive Deferred Compensation Plan, as amended and restated effective January 1, 2005 (Exhibit (10)(iii)(A)(4) to
Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.21)*
Amendment to Cincinnati Bell Inc. Executive Deferred Compensation Plan, as of November 7, 2016 (Exhibit 10.1 to Current Report on Form 8-
K, date of Report November 7, 2016, File No. 1-8519).
(10.22)*
Cincinnati Bell Inc. 2007 Long Term Incentive Plan, as amended (Appendix I to the Company's 2015 Proxy Statement on Schedule 14A filed
March 20, 2015, File No. 1-8519).
(10.23)*
Cincinnati Bell Inc. Form of Stock Option Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(22) to Annual Report on Form 10-
K for the year ended December 31, 2008, File No. 1-8519).
(10.24)*
Cincinnati Bell Inc. Form of Performance Restricted Stock Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(23) to Annual
Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.25)*
Cincinnati Bell Inc. Form of 2016 - 2018 Share-Based Performance Unit Award Agreement (2007 Long Term Incentive Plan) (Exhibit 10.40 to
Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-8519).
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(10.26)*
Cincinnati Bell Inc. Form of 2017-2019 Share-Based Performance Award Agreement (2007 Long Term Incentive Plan) (Exhibit 10.39 to
Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-8519).
(10.27)*
Cincinnati Bell Inc. Form of Stock Appreciation Rights Agreement (Employees) (Exhibit (10)(iii)(A)(21) to Annual Report on Form 10-K for
the year ended December 31, 2008, File No. 1-8519).
(10.28)*
Cincinnati Bell Inc. Form of Restricted Stock Unit Award Agreement (2007 Long Term Incentive Plan) (Exhibit 10.45 to Annual Report for the
year ended December 31, 2015, File No. 1-8519).
(10.29)*
Cincinnati Bell Inc. 2007 Stock Option Plan for Non-Employee Directors, as amended (Appendix I to the Company's 2016 Proxy Statement on
Schedule 14A filed on March 17, 2016, File No. 1-8519).
(10.30)*
Cincinnati Bell Inc. 2017 Long-Term Incentive Plan (Appendix I to the Company's 2017 Proxy Statement on Schedule 14A filed on March 24,
2017, File No. 1-8519).
(10.31)*
Cincinnati Bell Inc. Form of Restricted Stock Unit Award (2017 Long-Term Incentive Plan). (Exhibit 10.1 to Quarterly Report on Form 10-Q
for the quarter ended March 31, 2018, File 1-8519).
(10.32)*
Cincinnati Bell Inc. Form of 2019-2021 Share-Based Performance Unit Award Agreement (2017 Long Term Incentive Plan). (Exhibit 10.2 to
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, File 1-8519).
(10.33)*
Cincinnati Bell Inc. 2017 Stock Plan for Non-Employee Directors (Appendix II to the Company's 2017 Proxy Statement on Schedule 14A filed
on March 24, 2017, File No. 1-8519).
(10.34)*
Cincinnati Bell Inc. Form of 2018-2023 Business Value Award Agreement (Exhibit 10.1 to Current Report, date of Report May 7, 2018, File
No. 1-8519).
(10.35)*
Executive Compensation Recoupment/Clawback Policy effective as of January 1, 2011 (Exhibit 99.1 to Current Report on Form 8-K, date of
Report October 29, 2010, File No. 1-8519).
(10.36)*
Cincinnati Bell Inc. Form of Long-Term Restricted Cash Retention Award (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020, File 1-8519).
(10.37)*
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Christopher J. Wilson effective January 1, 2015 (Exhibit
10.51 to Current Report on Form 10-K, date of Report February 26, 2015, File No. 1-8519).
(10.38)*
Employment Agreement between Cincinnati Bell Inc. and Christopher J. Wilson effective as of December 1, 2017 (Exhibit 10.4 to Current
Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
(10.39)*
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Leigh R. Fox effective as of September 1, 2016 (Exhibit 10.1
to Current Report on Form 8-K, date of Report September 1, 2016, File No. 1-8519).
(10.40)*
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Leigh R. Fox effective as of March 1, 2017 (Exhibit 10.1 to
Current Report on Form 8-K, date of Report March 1, 2017, File No. 1-8519).
(10.41)*
Employment Agreement between Cincinnati Bell Inc. and Leigh R. Fox effective as of December 1, 2017 (Exhibit 10.1 to Current Report on
Form 8-K, date of Report December 1, 2017, File No. 1-8519).
(10.42)*
Employment Agreement dated as of May 5, 2014 between Cincinnati Bell Inc. and Joshua T. Duckworth (Exhibit 10.1 to Current Report on
Form 8-K, date of Report May 5, 2014, File No. 1-8519).
(10.43)*
Employment Agreement between Cincinnati Bell Inc. and Joshua T. Duckworth effective as of December 1, 2017 (Exhibit 10.5 to Current
Report on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
(10.44)*
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Thomas E. Simpson dated as of January 27, 2015 (Exhibit
10.50 to Annual Report on Form 10-K, date of report February 26, 2015, File No. 1-8519).
(10.45)*
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Thomas E. Simpson effective as of September 1, 2016
(Exhibit 10.1 to Current Report on Form 8-K, date of Report September 9, 2016, File No. 1-8519).
145
Table of Contents
Form 10-K Part IV
Cincinnati Bell Inc.
(10.46)*
Employment Agreement between Cincinnati Bell Inc. and Thomas E. Simpson effective as of December 1, 2017 (Exhibit 10.3 to Current Report
on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
(10.47)*
Employment Agreement between Cincinnati Bell Inc. and Andrew R. Kaiser effective as of September 1, 2016 (Exhibit 10.2 to Current Report
on Form 8-K, date of Report September 1, 2016, File No. 1-8519).
(10.48)*
Employment Agreement between Cincinnati Bell Inc. and Andrew R. Kaiser effective as of September 1, 2017 (Exhibit 10.1 to Current Report
on Form 8-K, date of Report August 3, 2017, File No. 1-8519).
(10.49)*
Employment Agreement between Cincinnati Bell Inc. and Andrew R. Kaiser effective as of December 1, 2017 (Exhibit 10.2 to Current Report
on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
(10.50)*
Employment Agreement between Cincinnati Bell Inc. and Christi H. Cornette effective as of September 1, 2017 (Exhibit 10.2 to Current Report
on Form 8-K, date of Report August 3, 2017, File No. 1-8519).
(10.51)*
Employment Agreement between Cincinnati Bell Inc. and Christi H. Cornette effective as of December 1, 2017 (Exhibit 10.6 to Current Report
on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
(10.52)*
Employment Agreement between Cincinnati Bell Inc. and Shannon M. Mullen effective as of December 1, 2017 (Exhibit 10.7 to Current Report
on Form 8-K, date of Report December 1, 2017, File No. 1-8519).
(10.53)*
Employment Agreement between Cincinnati Bell Inc. and Mark J. Fahner effective as of September 16, 2018 (Exhibit 10.3 to Quarterly Report
on Form 10-Q for the quarter ended September 30, 2018, File 1-8519).
(10.54)*
Employment Agreement between Cincinnati Bell Inc. and Suzanne E. Maratta effective May 12, 2019. (Exhibit 10.4 to Quarterly Report on
Form 10-Q for the quarter ended June 30, 2019, File 1-8519).
(14)
Code of Ethics for Senior Financial Officers, as adopted pursuant to Section 406 of Regulation S-K (Exhibit (10)(iii)(A)(15) to Annual Report
on Form 10-K for the year ended December 31, 2003, File No. 1-8519).
(21) +
(22) +
(23) +
(24) +
Subsidiaries of the Registrant.
List of Guarantor Subsidiaries and Subsidiary Issuers of Guaranteed Securities.
Consent of Independent Registered Public Accounting Firm.
Powers of Attorney.
(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) +
(32.2) +
(99.1) +
101
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Telecommunications Peer Group
The following financial statements from Cincinnati Bell Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020 were
formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed
Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Shareholders’ Deficit,
(iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
146
Table of Contents
Form 10-K Part IV
Cincinnati Bell Inc.
+
*
Filed herewith.
Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(a)(3) of the Instruction to Form 10-K.
The Company's reports on Form 10-K, 10-Q, 8-K, proxy and other information are available free of charge at the following website: http://www.cincinnatibell.com.
Upon request, the Company will furnish a copy of the Proxy Statement to its security holders without charge, portions of which are incorporated herein by
reference. The Company will furnish any other exhibit at cost.
147
Table of Contents
Schedule II
(dollars in millions)
Allowance for Doubtful Accounts
Year 2020
Year 2019
Year 2018
Deferred Tax Valuation Allowance
Year 2020
Year 2019
Year 2018
VALUATION AND QUALIFYING ACCOUNTS
Beginning
of Period
Charge (Benefit)
to Expenses
(To) From
Other Accounts
Deductions
End of
Period
Additions
Cincinnati Bell Inc.
14.7 $
12.5 $
8.4 $
(20.8) $
0.5 $
13.1 $
— $
— $
— $
(0.1) $
0.1 $
(0.5) $
6.0 $
11.2 $
5.8 $
— $
— $
— $
23.0
14.3
13.0
28.4
49.3
48.7
$
$
$
$
$
$
14.3 $
13.0 $
10.4 $
49.3 $
48.7 $
36.1 $
148
Table of Contents
Form 10-K Part IV
SIGNATURES
Cincinnati Bell Inc.
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: February 25, 2021
/s/ Andrew R. Kaiser
Andrew R. Kaiser
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the date indicated.
Signature
/s/ Leigh R. Fox
Leigh R. Fox
/s/ Andrew R. Kaiser
Andrew R. Kaiser
/s/ Suzanne E. Maratta
Suzanne E. Maratta
Lynn A. Wentworth *
Lynn A. Wentworth
Meredith J. Ching*
Meredith J. Ching
Walter A. Dods, Jr.*
Walter A. Dods, Jr.
John W. Eck*
John W. Eck
Jakki L. Haussler*
Jakki L. Haussler
Craig F. Maier*
Craig F. Maier
Russel P. Mayer*
Russel P. Mayer
Theodore H. Torbeck*
Theodore H. Torbeck
Martin J. Yudkovitz*
Martin J. Yudkovitz
Title
President and Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
Vice President and Corporate Controller
(Principal Accounting Officer)
Date
February 25, 2021
February 25, 2021
February 25, 2021
Chairman of the Board and Director
February 25, 2021
Director
Director
Director
Director
Director
Director
Director
Director
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
*By: /s/ Leigh R. Fox
Leigh R. Fox
as attorney-in-fact and on his behalf
as President and Chief Executive Officer
149
Subsidiaries of the Registrant
(as of February 25, 2021)
Subsidiary Name
Cincinnati Bell Shared Services LLC
Cincinnati Bell Wireless, LLC
CBTS LLC
Cincinnati Bell Entertainment Inc.
Cincinnati Bell Funding LLC
Cincinnati Bell Telephone Company LLC
Cincinnati Bell Extended Territories LLC
CBTS Federal LLC
CBTS Technology Solutions LLC
CBTS Virginia LLC
CBTS Technology Solutions UK Ltd.
OnX UK Limited
OnX Enterprise Solutions Ltd.
Cincinnati Bell Funding Canada Ltd.
Hawaiian Telcom Holdco, Inc.
Hawaiian Telcom Communications, Inc.
Hawaiian Telcom Federal LLC
Hawaiian Telcom, Inc.
Hawaiian Telcom Services Company, Inc.
Wavecom Solutions Corporation
SystemMetrics Corporation
CBTS Technology Solutions India LLP
Exhibit 21
State or Country of Incorporation or Formation
Ohio
Ohio
Delaware
Ohio
Delaware
Ohio
Ohio
Delaware
Delaware
Virginia
United Kingdom
United Kingdom
Ontario
Ontario
Delaware
Delaware
Delaware
Hawaii
Delaware
Hawaii
Hawaii
India
As of December 30, 2020, each of the following subsidiaries of Cincinnati Bell Inc., an Ohio corporation (the “Company”), has fully
and unconditionally guaranteed on an unsecured, joint and several basis each of the debt securities of the Company listed below.
Subsidiary Guarantees
Exhibit 22
Subsidiary Guarantors
CBTS LLC, a Delaware limited liability company
CBTS Technology Solutions LLC, a Delaware limited liability company
CBTS Virginia LLC, a Virginia limited liability company
Cincinnati Bell Entertainment Inc., an Ohio corporation
Cincinnati Bell Extended Territories LLC, an Ohio limited liability company
Cincinnati Bell Shared Services LLC, an Ohio limited liability company
Cincinnati Bell Telephone Company LLC, an Ohio limited liability company
Cincinnati Bell Wireless, LLC, an Ohio limited liability company
Hawaiian Telcom Communications, Inc., a Delaware corporation
Hawaiian Telcom Holdco, Inc., a Delaware corporation
Hawaiian Telcom, Inc., a Hawaii corporation
Hawaiian Telcom Services Company, Inc., a Delaware corporation
SystemMetrics Corporation, a Hawaii corporation
Wavecom Solutions Corporation, a Hawaii corporation
Debt Securities of the Company Guaranteed by each of the Subsidiary Guarantors
7.000% Senior Notes due 2024
8.000% Senior Notes due 2025
In addition, as of December 31, 2020, Cincinnati Bell Telephone Company LLC is the issuer of 6.300% Senior Notes, which debt
securities have been fully and unconditionally guaranteed by the Company.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements on Forms S-8 of our reports dated February 25, 2021,
relating to the financial statements of Cincinnati Bell Inc. and the effectiveness of Cincinnati Bell Inc.’s internal control over financial
reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2020.
Exhibit 23
Form S-8
333-192225
333-192226
333-159160
333-143089
333-204562
333-217839
333-217840
333-226027
Cincinnati, Ohio
February 25, 2021
POWER OF ATTORNEY
Exhibit 24
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for
the year ended December 31, 2020 and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby designates and appoints Leigh R. Fox, Andrew R. Kaiser and Christopher J. Wilson, and each of them singly, her
attorneys for her and in her name, place and stead, and in her office and capacity in the Company, to execute and file such annual report on Form 10-K, and
thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 5th day of February, 2021.
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
/s/ Meredith J. Ching
Meredith J. Ching
Director
On the 5th day of February, 2021, personally appeared before me Meredith J. Ching, to me known and known to me to be the person described in and who executed
the foregoing instrument, and she duly acknowledged to me that she executed and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 5th day of February, 2021.
/s/ Connie M. Vogt
Connie M. Vogt
Notary Public, State of Ohio
My commission expires 04-28-2025
POWER OF ATTORNEY
Exhibit 24
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for
the year ended December 31, 2020 and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby designates and appoints Leigh R. Fox, Andrew R. Kaiser and Christopher J. Wilson, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and
thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 5th day of February, 2021.
STATE OF HAWAII )
) SS:
CITY AND COUNTY OF HONOLULU )
/s/ Walter A. Dods, Jr.
Walter A. Dods, Jr.
Director
On the 5th day of February, 2021, personally appeared before me Walter A. Dods, Jr., to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 5th day of February, 2021.
/s/ Pamela A. Amii
Pamela A. Amii
Notary Public, State of Hawaii
My commission expires 11-17-2024
POWER OF ATTORNEY
Exhibit 24
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for
the year ended December 31, 2020 and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby designates and appoints Leigh R. Fox, Andrew R. Kaiser and Christopher J. Wilson, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and
thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th day of February, 2021.
STATE OF TEXAS )
) SS:
COUNTY OF HARRIS )
/s/ John W. Eck
John W. Eck
Director
On the 4th day of February, 2021, personally appeared before me John W. Eck, to me known and known to me to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 4th day of February, 2021.
/s/ Denise L. Snow
Denise L. Snow
Notary Public, State of Texas
My commission expires 05-01-2022
POWER OF ATTORNEY
Exhibit 24
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for
the year ended December 31, 2020 and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby designates and appoints Leigh R. Fox, Andrew R. Kaiser and Christopher J. Wilson, and each of them singly, her
attorneys for her and in her name, place and stead, and in her office and capacity in the Company, to execute and file such annual report on Form 10-K, and
thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 1st day of February, 2021.
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
/s/ Jakki L. Haussler
Jakki L. Haussler
Director
On the 1st day of February, 2021, personally appeared before me Jakki L. Haussler, to me known and known to me to be the person described in and who executed
the foregoing instrument, and she duly acknowledged to me that she executed and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 1st day of February, 2021.
/s/ Connie M. Vogt
Connie M. Vogt
Notary Public, State of Ohio
My commission expires 04-28-2025
POWER OF ATTORNEY
Exhibit 24
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for
the year ended December 31, 2020 and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby designates and appoints Leigh R. Fox, Andrew R. Kaiser and Christopher J. Wilson, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and
thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of February, 2021.
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
/s/ Craig F. Maier
Craig F. Maier
Director
On the 1st day of February, 2021, personally appeared before me Craig F. Maier, to me known and known to me to be the person described in and who executed the
foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 1st day of February, 2021.
/s/ Connie M. Vogt
Connie M. Vogt
Notary Public, State of Ohio
My commission expires 04-28-2025
POWER OF ATTORNEY
Exhibit 24
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for
the year ended December 31, 2020 and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby designates and appoints Leigh R. Fox, Andrew R. Kaiser and Christopher J. Wilson, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and
thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd day of February, 2021.
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
/s/ Russel P. Mayer
Russel P. Mayer
Director
On the 3rd day of February, 2021, personally appeared before me Russel P. Mayer, to me known and known to me to be the person described in and who executed
the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 3rd day of February, 2021.
/s/ Connie M. Vogt
Connie M. Vogt
Notary Public, State of Ohio
My commission expires 04-28-2025
POWER OF ATTORNEY
Exhibit 24
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for
the year ended December 31, 2020 and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby designates and appoints Leigh R. Fox, Andrew R. Kaiser and Christopher J. Wilson, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and
thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of February, 2021.
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
/s/ Theodore H. Torbeck
Theodore H. Torbeck
Director
On the 1st day of February, 2021, personally appeared before me Theodore H. Torbeck, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 1st day of February, 2021.
/s/ Connie M. Vogt
Connie M. Vogt
Notary Public, State of Ohio
My commission expires 04-28-2025
POWER OF ATTORNEY
Exhibit 24
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for
the year ended December 31, 2020 and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby designates and appoints Leigh R. Fox, Andrew R. Kaiser and Christopher J. Wilson, and each of them singly, her
attorneys for her and in her name, place and stead, and in her office and capacity in the Company, to execute and file such annual report on Form 10-K, and
thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as she might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 8th day of February, 2021.
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
/s/ Lynn A. Wentworth
Lynn A. Wentworth
Director
On the 8th day of February, 2021, personally appeared before me Lynn A. Wentworth, to me known and known to me to be the person described in and who
executed the foregoing instrument, and she duly acknowledged to me that she executed and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 8th day of February, 2021.
/s/ Connie M. Vogt
Connie M. Vogt
Notary Public, State of Ohio
My commission expires 04-28-2025
POWER OF ATTORNEY
Exhibit 24
WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for
the year ended December 31, 2020 and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby designates and appoints Leigh R. Fox, Andrew R. Kaiser and Christopher J. Wilson, and each of them singly, his
attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and
thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th day of February, 2021.
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
/s/ Martin J. Yudkovitz
Martin J. Yudkovitz
Director
On the 4th day of February, 2021, personally appeared before me Martin J. Yudkovitz, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 4th day of February, 2021.
/s/ Connie M. Vogt
Connie M. Vogt
Notary Public, State of Ohio
My commission expires 04-28-2025
I, Leigh R. Fox, Chief Executive Officer, certify that:
Certifications
Exhibit 31.1
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Cincinnati Bell Inc;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date:February 25, 2021
/s/ Leigh R. Fox
Leigh R. Fox
Chief Executive Officer
I, Andrew R. Kaiser, Chief Financial Officer, certify that:
Certifications
Exhibit 31.2
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Cincinnati Bell Inc;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date:February 25, 2021
/s/ Andrew R. Kaiser
Andrew R. Kaiser
Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Cincinnati Bell Inc. (the “Company”) on Form 10-K for the period ending December 31, 2020 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Leigh R. Fox, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Leigh R. Fox
Leigh R. Fox
Chief Executive Officer
February 25, 2021
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Cincinnati Bell Inc. (the “Company”) on Form 10-K for the period ending December 31, 2020 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Leigh R. Fox, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Andrew R. Kaiser
Andrew R. Kaiser
Chief Financial Officer
February 25, 2021
Exhibit 99.1
The companies comprising the Telecommunications Peer Group are listed below:
Cincinnati Bell Inc.
Telecommunications Peer Group
ATN International, Inc.
CenturyLink, Inc.
Cogent Communications Holdings, Inc.
Consolidated Communications Holdings, Inc.
Endurance International Group Holdings, Inc.
Frontier Communications Corporation
GCI Liberty, Inc.
Gogo Inc.
GTT Communications, Inc.
IDT Corporation
Iridium Communications Inc.
ORBCOMM Inc.
SBA Communications Corporation
Shenandoah Telecommunications Company
Spok Holdings, Inc.
Telephone and Data Systems, Inc.
United States Cellular Corporation
Vonage Holdings Corp.
Zayo Group Holdings, Inc.