Discontinued Operations

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

On February 2, 2024, the Company entered into a definitive purchase agreement (the "Purchase Agreement") with TowerBrook Capital Partners ("TowerBrook") in which TowerBrook would acquire the Disposal Group from the Company for a purchase price of $670.0 million. On December 2, 2024, Cincinnati Bell completed the transaction. Pursuant to terms of the Purchase Agreement, TowerBrook acquired the Divested Business for the purchase price of $670.0 million plus an incremental $18.4 million for certain working capital changes that occurred between the date of the Purchase Agreement and December 2, 2024.

A pre-tax gain on sale of the Disposal Group of $93.7 million was recorded upon closing of the sale and was determined as the proceeds received (net of cash divested) less costs to sell in excess of the Disposal Group’s carrying value. A post-closing selling price adjustment and completion of other Purchase Agreement provisions in connection with the sale could result in adjustments to the gain on sale amount.

Management evaluated the criteria to report a disposal group as held for sale and concluded that all of the criteria were met as of February 2024. Accordingly, the Company has reported the results of operations for the Disposal Group as discontinued operations in the Consolidated Statements of Operations through the date of sale. The related held for sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets, through the date of sale. These changes have been applied to all periods presented.

The revenue and operating income contributed by Hawaii operations and certain Communications customers, as well as the associated assets and liabilities, that were previously reported in the IT Services and Hardware segment that have been retained by the continuing operation and excluded from the Disposal Group have been reported in the Network segment for the years ended December 31, 2024, 2023 and 2022.

All depreciation and amortization expense associated with intangible assets, property, plant and equipment and right of use assets associated with the Disposal Group ceased as of February 2, 2024.

Financial results of the Disposal Group for the period from January 1, 2024 through the date of sale, and the years ended December 31, 2023 and 2022 reported as Income from discontinued operations (net of tax) on the Consolidated Statements of Operations are as follows:


	Year Ended December 31,
(dollars in millions)	2024			2023			2022
Revenue	$	669.7		$	734.8		$	722.3
Costs and expenses
Cost of services and products, excluding items below		453.8			491.4			486.5
Selling, general and administrative, excluding items below		145.2			159.3			149.0
Depreciation and amortization		5.7			80.1			88.3
Restructuring and severance related charges		3.0			3.0			2.0
Transaction costs		25.1			2.5			7.7
Total operating costs and expenses		632.8			736.3			733.5
Operating income (loss)		36.9			(1.5	)		(11.2	)
Interest expense		1.0			1.0			0.6
Other (income) expense, net		(2.4	)		0.3			(2.1	)
Gain on sale of disposition		93.7			—			—
Income (loss) from discontinued operations before income taxes		132.0			(2.8	)		(9.7	)
Income tax expense (benefit)		37.7			(17.8	)		(27.1	)
Net Income from discontinued operations	$	94.3		$	15.0		$	17.4

The Disposal Group's assets and liabilities presented as held for sale as of December 31, 2023 are as follows:


(dollars in millions)	December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	1.3
Receivables, less allowances of $2.9		400.9
Inventory, materials and supplies		18.8
Prepaid expenses		27.6
Other current assets		11.4
Total current assets from discontinued operations		460.0
Property, plant and equipment, net		73.4
Goodwill		154.3
Intangible assets, net		300.2
Deferred income tax assets		2.8
Other noncurrent assets		39.5
Total noncurrent assets from discontinued operations		570.2
Total assets from discontinued operations	$	1,030.2
Liabilities
Current liabilities
Current portion of long-term debt	$	6.7
Accounts payable		264.9
Unearned revenue and customer deposits		25.3
Accrued taxes		4.3
Accrued payroll and benefits		16.5
Other current liabilities		20.8
Total current liabilities from discontinued operations		338.5
Long-term debt, less current portion		6.3
Deferred income tax liability		52.3
Other noncurrent liabilities		27.1
Total noncurrent liabilities from discontinued operations		85.7
Total liabilities from discontinued operations	$	424.2

The following is selected operating and investing cash flow activity from discontinued operations included in the Consolidated Statements of Cash Flows:


	Year Ended December 31,
(dollars in millions)	2024		2023
Depreciation and amortization	$	5.7	$	80.1
Gain on Sale of Discontinued Operations	$	93.7	$	—
Capital expenditures	$	18.7	$	20.3