CINCINNATI BELL INC. Cautionary Statement Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents incorporated by reference
herein contain forward-looking statements regarding future events and results
that are subject to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, are statements that could be deemed forward-looking
statements. These statements are based on current expectations, estimates,
forecasts, and projections about the industries in which we operate and the
beliefs and assumptions of our management. Words such as "expects,"
"anticipates," "predicts," "projects," "intends," "plans," "believes," "seeks,"
"estimates," "continues," "endeavors," "strives," "may," "will," "proposes,"
"potential," "could," "should," "outlook" or variations of such words and
similar expressions are intended to identify such forward-looking statements. In
addition, any statements that refer to projections of future financial
performance, anticipated growth and trends in businesses, and other
characterizations of future events or circumstances, including but not limited
to, the possible impacts of the current adverse economic conditions associated
with the COVID-19 global health pandemic, are forward-looking statements.
Readers are cautioned these forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties, which
could cause actual results to differ materially and adversely from those
reflected in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in this Quarterly Report on Form 10-Q and, in particular, the risks discussed
under the caption "Risk Factors" in Part II, Item 1A, and those discussed in
other documents the Company filed with the
Introduction
This Management's Discussion and Analysis section provides an overview of
Pending Acquisition by MIP
On
On
In connection with the termination of the Brookfield Merger Agreement, the
Company paid an affiliate of Brookfield a termination fee of
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
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. As a result of the MIP Merger, the Company will cease to be a publicly traded company.
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--------------------------------------------------------------------------------Executive Summary
Segment results described in the Executive Summary and Consolidated Results of Operations sections are net of intercompany eliminations.
Consolidated revenue totaling
Operating loss was
Loss before income taxes totaled
Impact of COVID-19 on Our Business
The COVID-19 pandemic has resulted, and is likely to continue to result, in
significant economic disruption and has and will likely continue to adversely
affect our business. As of the date of this filing, significant uncertainty
exists concerning the magnitude of the impact and duration of the COVID-19
pandemic. On
The majority of our operations have continued as usual as the services that we
provide and the networks we maintain are considered critical by local and state
authorities in the geographies in which we operate. The Company started
executing their business continuity plan in March and transitioned employees who
could execute their work remotely to work from home with little disruption and
have implemented additional safety protocols for customer facing employees. With
respect to liquidity, we are evaluating and taking actions to reduce costs and
spending across our organization. This includes reducing hiring activities,
adjusting pay programs, limiting discretionary spending, cancelling
non-essential travel until further notice and re-evaluating the timing of
capital projects. Additionally, we plan to leverage certain benefits included in
the
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. 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. Management does not believe that the operating results in the first quarter of 2020 are reflective of the full extent of impacts that may be experienced in the future. 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 our company stands 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.
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