EX-99.1 2 cnsl-20241105xex99d1.htm EX-99.1

Exhibit 99.1

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Graphic

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Consolidated Communications Announces

Third Quarter 2024 Financial Results

MATTOON, Ill. – Nov. 5, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today reported results for third quarter 2024.

Third Quarter 2024 Results

​

●Revenue totaled $271.1 million
●Overall consumer revenue was $110.3 million
●Consumer fiber broadband revenue was $49.0 million
●Consumer broadband net adds were 5,134
●Consumer broadband revenue was $82.4 million
●Commercial data services revenue was $54.6 million
●Carrier data-transport revenue was $30.4 million
●Net loss was ($61.4 million). Adjusted EBITDA was $86.5 million
●Committed capital expenditures totaled $126.1 million

Cost of services and products and selling, general and administrative expenses collectively decreased $16.3 million versus the prior year largely due to lower video programming costs, lower severance costs, lower access expense, lower salaries driven by certain cost savings initiatives, and a reduction in contract labor costs. The decrease was partly offset by higher professional fees for system enhancements, customer service improvements and strategic initiatives.

Net interest expense was $44.9 million, an increase of $5.3 million versus the prior year, primarily a result of interest from borrowings on the revolving credit facility. On Sept. 30, 2024, the Company had 71% of its total outstanding debt at a fixed rate through September 2026. As of Sept. 30, 2024, the weighted average cost of debt was 7.09%.

Net loss in the third quarter of 2024 was ($61.4 million) compared to net loss of ($69.2 million) in the third quarter of 2023. Net loss per share was ($0.54) in the third quarter of 2024 as compared to net loss per share of ($0.61) in the third quarter of 2023. Adjusted diluted net (loss) per share excludes certain items as outlined in the table provided in this release. Adjusted diluted net loss per share was ($0.33) compared to ($0.31) in the third quarter of 2023.

​

Capital Expenditures

​

Total committed capital expenditures were $126.1 million, driven by 57,990 new fiber passings and third quarter fiber adds.

Page 1 of 15


Capital Structure

As of Sept. 30, 2024, the Company maintained cash and short-term investments of approximately $44 million, $3 million of available borrowing capacity under the Company’s revolving credit facility and $80 million undrawn under its term loan agreement with Searchlight CVL AGG, L.P. as lender, in each case, subject to customary conditions.

​

On Aug. 28, 2024 and Oct. 7, 2024, the Company entered into loan agreements pursuant to which it may borrow up to an aggregate amount of $140 million to fund further buildout of fiber infrastructure. Approximately $44 million was borrowed under such loans as of Sept. 30, 2024.

Pending Transaction

As previously announced on Oct. 16, 2023, Consolidated entered into an agreement to be acquired by affiliates of Searchlight Capital Partners, L.P. and British Columbia Investment Management Corporation in an all-cash transaction with an enterprise value of approximately $3.1 billion, including the assumption of debt. On Jan. 31, 2024, at a special meeting of shareholders, approximately 75% of shares held by disinterested shareholders voted to approve the proposal to adopt the merger agreement and approve the pending transaction. The transaction, which will result in Consolidated becoming a private company, is expected to close in late fourth quarter 2024 or early first quarter 2025, subject to customary closing conditions, including receipt of regulatory approvals. The transaction is not subject to a financing condition. Following the closing of the transaction, shares of Consolidated common stock will no longer be traded or listed on any public securities exchange.

​

In light of the transaction, Consolidated will not host an earnings conference call.

​

About Consolidated Communications

​
Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) is dedicated to moving people, businesses and communities forward by delivering the most reliable fiber communications solutions. Consumers, businesses and wireless and wireline carriers depend on Consolidated for a wide range of high-speed internet, data, phone, security, cloud and wholesale carrier solutions. With a network spanning nearly 66,000 fiber route miles, Consolidated is a top 10 U.S. fiber provider, turning technology into solutions that are backed by exceptional customer support. Learn more at consolidated.com.

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Use of Non-GAAP Financial Measures

​

This press release includes disclosures regarding “EBITDA,” “adjusted EBITDA,” “adjusted diluted net income (loss) per share,” and “Normalized revenue,” all of which are non-GAAP financial measures. Accordingly, they should not be construed as alternatives to net cash from operating or investing activities, cash and cash equivalents, cash flows from operations, net income or net income per share as defined by GAAP and are not, on their own, necessarily indicative of cash available to fund cash needs as determined in accordance with GAAP. In addition, not all companies use identical calculations, and the non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures presented in accordance with GAAP is included in the tables that follow.

​

Adjusted EBITDA is comprised of EBITDA, adjusted for certain items as permitted or required by the lenders under our credit agreement in place at the end of each quarter in the periods presented. The tables that follow include an explanation of how adjusted EBITDA is calculated for each of the periods presented with the reconciliation to net income (loss). EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization on a historical basis.
​

We present adjusted EBITDA for several reasons. Management believes adjusted EBITDA is useful as a means to evaluate our ability to fund our estimated uses of cash (including interest on our debt). In addition,

Page 2 of 15


we have presented adjusted EBITDA to investors in the past because it is frequently used by investors, securities analysts and other interested parties in the evaluation of companies in our industry, and management believes presenting it here provides a measure of consistency in our financial reporting. Adjusted EBITDA, referred to as Available Cash in our credit agreement, is also a component of the restrictive covenants and financial ratios contained in our credit agreement that requires us to maintain compliance with these covenants and limit certain activities, such as our ability to incur debt. The definitions in these covenants and ratios are based on Adjusted EBITDA after giving effect to specified charges. In addition, Adjusted EBITDA provides our board of directors with meaningful information, with other data, assumptions and considerations, to measure our ability to service and repay debt.

​

These non-GAAP financial measures have certain shortcomings. In particular, Adjusted EBITDA does not represent the residual cash flows available for discretionary expenditures, since items such as debt repayment and interest payments are not deducted from such measure.

​

We present the non-GAAP measure “adjusted diluted net income (loss) per share” because our net income (loss) and net income (loss) per share are regularly affected by items that occur at irregular intervals or are non-cash items. We believe that disclosing these measures assists investors, securities analysts and other interested parties in evaluating both our company over time and the relative performance of the companies in our industry.

​

Forward-Looking Statements

​
Certain statements in this press release, including those relating to the current expectations, plans, strategies, and the timeline for consummating the take private transaction with Searchlight Capital Partners, L.P. and British Columbia Investment Management Corporation in late fourth quarter 2024 or early first quarter 2025, are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our current expectations, plans, strategies and anticipated financial results. There are a number of risks, uncertainties and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements, including: significant competition in all parts of our business and among our customer channels; our ability to adapt to rapid technological changes; shifts in our product mix that may result in a decline in operating profitability; continued receipt of support from various funds established under federal and state laws; disruptions in our networks and infrastructure and any related service delays or disruptions could cause us to lose customers and incur additional expenses; cyber-attacks may lead to unauthorized access to confidential customer, personnel and business information that could adversely affect our business; our operations require substantial capital expenditures and our business, financial condition, results of operations and liquidity may be impacted if funds for capital expenditures are not available when needed; our ability to obtain and maintain necessary rights-of-way for our networks; our ability to obtain necessary hardware, software and operational support from third-party vendors; substantial video content costs continue to rise; our ability to enter into new collective bargaining agreements or renew existing agreements; our ability to attract and/or retain certain key management and other personnel in the future; risks associated with acquisitions and the realization of anticipated benefits from such acquisitions; increasing attention to, and evolving expectations for, environmental, social and governance initiatives; unfavorable changes in financial markets could affect pension plan investments; weak economic conditions; the risk that the proposed transaction may not be completed in a timely manner or at all; the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require the Company to pay a termination fee; the effect of the announcement or pendency of the proposed transaction on the Company’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating results and business generally; risks related to the proposed transaction diverting management’s attention from the Company’s ongoing business operations; the amount of costs, fees and expenses related to the proposed transaction; the risk that the Company’s stock price may decline significantly if the proposed transaction is not consummated; the risk of

Page 3 of 15


shareholder litigation in connection with the proposed transaction, including resulting expense or delay; and the other risk factors described in Part I, Item 1A of Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 and the other risk factors identified from time to time in the Company’s other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov. Many of these circumstances are beyond our ability to control or predict. Moreover, forward-looking statements necessarily involve assumptions on our part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this press release. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to us and speak only as of the date they are made. Except as required under federal securities laws or the rules and regulations of the Securities and Exchange Commission, we disclaim any intention or obligation to update or revise publicly any forward-looking statements.

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Investor and Media Contacts

Philip Kranz, Investor Relations
+1 217-238-8480

[email protected]

​

Jennifer Spaude, Media Relations
+1 507-386-3765

[email protected]

# # #
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Page 4 of 15


Consolidated Communications Holdings, Inc.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share amounts)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

September 30, 

​

December 31, 

​

    

2024

    

2023

ASSETS

​

​

​

​

​

​

Current assets:

​

​

​

​

​

​

Cash and cash equivalents

​

$

44,398

​

$

4,765

Accounts receivable, net

​

​

139,338

​

​

121,194

Income tax receivable

​

​

3,819

​

​

2,880

Prepaid expenses and other current assets

​

​

64,584

​

​

56,843

Assets held for sale

​

​

—

​

​

70,473

Total current assets

​

​

252,139

​

​

256,155

​

​

​

​

​

​

​

Property, plant and equipment, net

​

​

2,550,614

​

​

2,449,009

Investments

​

​

8,494

​

​

8,887

Goodwill

​

​

814,624

​

​

814,624

Customer relationships, net

​

​

9,489

​

​

18,616

Other intangible assets

​

​

10,557

​

​

10,557

Other assets

​

​

71,816

​

​

70,578

Total assets

​

$

3,717,733

​

$

3,628,426

​

​

​

​

​

​

​

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY

​

​

​

​

​

​

Current liabilities:

​

​

​

​

​

​

Accounts payable

​

$

69,340

​

$

60,073

Advance billings and customer deposits

​

​

47,765

​

​

44,478

Accrued compensation

​

​

66,346

​

​

58,151

Accrued interest

​

​

36,824

​

​

18,694

Accrued expense

​

​

90,497

​

​

114,022

Current portion of long-term debt and finance lease obligations

​

​

20,635

​

​

18,425

Liabilities held for sale

​

​

—

​

​

3,402

Total current liabilities

​

​

331,407

​

​

317,245

​

​

​

​

​

​

​

Long-term debt and finance lease obligations

​

​

2,381,302

​

​

2,134,916

Deferred income taxes

​

​

173,163

​

​

210,648

Pension and other post-retirement obligations

​

​

134,342

​

​

137,616

Other long-term liabilities

​

​

54,127

​

​

48,637

Total liabilities

​

​

3,074,341

​

​

2,849,062

​

​

​

​

​

​

​

Series A Preferred Stock, par value $0.01 per share; 10,000,000 shares authorized, 434,266 shares outstanding as of September 30, 2024 and December 31, 2023; liquidation preference of $556,683 and $520,957 as of September 30, 2024 and December 31, 2023, respectively

​

​

408,317

​

​

372,590

​

​

​

​

​

​

​

Shareholders' equity:

​

​

​

​

​

​

Common stock, par value $0.01 per share; 150,000,000 shares authorized, 118,476,944 and 116,172,568 shares outstanding as of September 30, 2024 and December 31, 2023, respectively

​

​

1,185

​

​

1,162

Additional paid-in capital

​

​

652,711

​

​

681,757

Accumulated deficit

​

​

(401,920)

​

​

(262,380)

Accumulated other comprehensive loss, net

​

​

(25,365)

​

​

(21,872)

Noncontrolling interest

​

​

8,464

​

​

8,107

Total shareholders' equity

​

​

235,075

​

​

406,774

Total liabilities, mezzanine equity and shareholders' equity

​

$

3,717,733

​

$

3,628,426

​

Page 5 of 15


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Consolidated Communications Holdings, Inc.

Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2024

    

2023

    

2024

    

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

Net revenues

​

$

271,088

​

$

283,654

​

$

814,472

​

$

834,942

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

Cost of services and products

​

​

113,186

​

​

132,422

​

​

340,651

​

​

391,327

Selling, general and administrative expenses

​

​

98,651

​

​

95,688

​

​

275,894

​

​

259,677

Transaction costs

​

​

612

​

​

1,126

​

​

6,712

​

​

1,986

Loss on impairment of assets held for sale

​

​

—

​

​

—

​

​

—

​

​

77,755

Loss on disposal of assets

​

​

—

​

​

6,692

​

​

—

​

​

12,380

Depreciation and amortization

​

​

76,693

​

​

79,604

​

​

237,135

​

​

236,841

Loss from operations

​

​

(18,054)

​

​

(31,878)

​

​

(45,920)

​

​

(145,024)

Other income (expense):

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense, net of interest income

​

​

(44,894)

​

​

(39,571)

​

​

(131,477)

​

​

(110,334)

Other, net

​

​

97

​

​

3,509

​

​

1,982

​

​

11,677

Loss before income taxes

​

​

(62,851)

​

​

(67,940)

​

​

(175,415)

​

​

(243,681)

Income tax benefit

​

​

(13,879)

​

​

(10,220)

​

​

(36,232)

​

​

(40,908)

Net loss

​

​

(48,972)

​

​

(57,720)

​

​

(139,183)

​

​

(202,773)

Less: dividends on Series A preferred stock

​

​

12,348

​

​

11,305

​

​

35,727

​

​

32,596

Less: net income attributable to noncontrolling interest

​

​

99

​

​

137

​

​

357

​

​

441

Net loss attributable to common shareholders

​

$

(61,419)

​

$

(69,162)

​

$

(175,267)

​

$

(235,810)

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per basic and diluted common shares attributable to common shareholders

​

$

(0.54)

​

$

(0.61)

​

$

(1.53)

​

$

(2.09)

​

Page 6 of 15


Consolidated Communications Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2024

    

2023

    

2024

    

2023

OPERATING ACTIVITIES

​

​

​

​

​

​

​

​

​

​

​

​

Net loss

​

$

(48,972)

​

$

(57,720)

​

$

(139,183)

​

$

(202,773)

Adjustments to reconcile net loss to net cash provided by operating activities:

​

​

​

​

​

​

​

​

​

​

​

​

Depreciation and amortization

​

​

76,693

​

​

79,604

​

​

237,135

​

​

236,841

Deferred income tax benefit

​

​

(13,874)

​

​

(13,438)

​

​

(36,245)

​

​

(44,697)

Pension and post-retirement contributions in excess of expense

​

​

(1,752)

​

​

(3,704)

​

​

(5,031)

​

​

(9,241)

Non-cash, stock-based compensation

​

​

2,638

​

​

2,261

​

​

7,349

​

​

5,448

Amortization of deferred financing costs and discounts

​

​

2,014

​

​

1,901

​

​

5,956

​

​

5,622

Loss on impairment of assets held for sale

​

​

—

​

​

—

​

​

—

​

​

77,755

Loss on disposal of assets

​

​

—

​

​

6,692

​

​

—

​

​

12,380

Other adjustments, net

​

​

268

​

​

614

​

​

155

​

​

(2,247)

Changes in operating assets and liabilities, net

​

​

21,620

​

​

19,064

​

​

(34,033)

​

​

23,505

Net cash provided by operating activities

​

​

38,635

​

​

35,274

​

​

36,103

​

​

102,593

INVESTING ACTIVITIES

​

​

​

​

​

​

​

​

​

​

​

​

Purchase of property, plant and equipment, net

​

​

(106,685)

​

​

(143,337)

​

​

(290,262)

​

​

(424,197)

Proceeds from sale of assets

​

​

60

​

​

(712)

​

​

292

​

​

6,089

Proceeds from business dispositions, net

​

​

—

​

​

—

​

​

67,458

​

​

—

Proceeds from sale and maturity of investments

​

​

—

​

​

—

​

​

714

​

​

91,623

Net cash used in investing activities

​

​

(106,625)

​

​

(144,049)

​

​

(221,798)

​

​

(326,485)

FINANCING ACTIVITIES

​

​

​

​

​

​

​

​

​

​

​

​

Proceeds from issuance of long-term debt

​

​

113,834

​

​

—

​

​

243,834

​

​

—

Payment of finance lease obligations

​

​

(5,347)

​

​

(4,138)

​

​

(15,501)

​

​

(11,259)

Payment of financing costs

​

​

(1,426)

​

​

—

​

​

(2,360)

​

​

—

Share repurchases for minimum tax withholding

​

​

—

​

​

(48)

​

​

(645)

​

​

(1,084)

Net cash provided by (used in) financing activities

​

​

107,061

​

​

(4,186)

​

​

225,328

​

​

(12,343)

Net change in cash and cash equivalents

​

​

39,071

​

​

(112,961)

​

​

39,633

​

​

(236,235)

Cash and cash equivalents at beginning of period

​

​

5,327

​

​

202,578

​

​

4,765

​

​

325,852

Cash and cash equivalents at end of period

​

$

44,398

​

$

89,617

​

$

44,398

​

$

89,617

​

​

Page 7 of 15


Consolidated Communications Holdings, Inc.

Consolidated Revenue by Category

(Dollars in thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2024

    

2023

    

2024

    

2023

Consumer:

​

​

​

​

​

​

​

​

​

​

​

​

Broadband (Data and VoIP)

​

$

82,377

​

$

75,089

​

$

243,664

​

$

214,389

Voice services

​

​

27,927

​

​

31,616

​

​

84,228

​

​

95,231

Video services

​

​

—

​

​

8,541

​

​

9,938

​

​

27,497

​

​

​

110,304

​

​

115,246

​

​

337,830

​

​

337,117

Commercial:

​

​

​

​

​

​

​

​

​

​

​

​

Data services (includes VoIP)

​

​

54,631

​

​

53,870

​

​

163,883

​

​

160,234

Voice services

​

​

31,518

​

​

31,825

​

​

92,738

​

​

96,692

Other

​

​

9,402

​

​

9,228

​

​

26,661

​

​

29,362

​

​

​

95,551

​

​

94,923

​

​

283,282

​

​

286,288

Carrier:

​

​

​

​

​

​

​

​

​

​

​

​

Data and transport services

​

​

30,370

​

​

31,388

​

​

91,681

​

​

95,535

Voice services

​

​

3,428

​

​

4,090

​

​

10,832

​

​

12,720

Other

​

​

267

​

​

262

​

​

786

​

​

925

​

​

​

34,065

​

​

35,740

​

​

103,299

​

​

109,180

​

​

​

​

​

​

​

​

​

​

​

​

​

Subsidies

​

​

5,934

​

​

6,878

​

​

19,113

​

​

20,986

Network access

​

​

21,974

​

​

20,842

​

​

65,585

​

​

68,033

Other products and services

​

​

3,260

​

​

10,025

​

​

5,363

​

​

13,338

Total operating revenue

​

$

271,088

​

$

283,654

​

$

814,472

​

$

834,942

​

​

Page 8 of 15


​

​

Consolidated Communications Holdings, Inc.

Consolidated Revenue Trend by Category

(Dollars in thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

    

Q3 2024

    

Q2 2024

    

Q1 2024

    

Q4 2023

    

Q3 2023

Consumer:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Broadband (Data and VoIP)

​

$

82,377

​

$

81,405

​

$

79,882

​

$

76,458

​

$

75,089

Voice services

​

​

27,927

​

​

27,965

​

​

28,336

​

​

29,935

​

​

31,616

Video services

​

​

—

​

​

3,312

​

​

6,626

​

​

7,460

​

​

8,541

​

​

​

110,304

​

​

112,682

​

​

114,844

​

​

113,853

​

​

115,246

Commercial:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Data services (includes VoIP)

​

​

54,631

​

​

54,571

​

​

54,681

​

​

54,473

​

​

53,870

Voice services

​

​

31,518

​

​

30,509

​

​

30,711

​

​

31,217

​

​

31,825

Other

​

​

9,402

​

​

8,295

​

​

8,964

​

​

10,521

​

​

9,228

​

​

​

95,551

​

​

93,375

​

​

94,356

​

​

96,211

​

​

94,923

Carrier:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Data and transport services

​

​

30,370

​

​

30,263

​

​

31,048

​

​

31,713

​

​

31,388

Voice services

​

​

3,428

​

​

3,610

​

​

3,794

​

​

2,868

​

​

4,090

Other

​

​

267

​

​

284

​

​

235

​

​

243

​

​

262

​

​

​

34,065

​

​

34,157

​

​

35,077

​

​

34,824

​

​

35,740

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Subsidies

​

​

5,934

​

​

6,373

​

​

6,806

​

​

6,902

​

​

6,878

Network access

​

​

21,974

​

​

21,143

​

​

22,468

​

​

22,217

​

​

20,842

Other products and services

​

​

3,260

​

​

979

​

​

1,124

​

​

1,171

​

​

10,025

Total operating revenue

​

$

271,088

​

$

268,709

​

$

274,675

​

$

275,178

​

$

283,654

​

​

Page 9 of 15


Consolidated Communications Holdings, Inc.

Reconciliation of Historical Revenue by Category to Normalized Revenue by Category

(Dollars in thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

September 30, 2023

​

    

Historical

​

Adjustments (1)

​

Normalized

Consumer:

​

​

​

​

​

​

​

​

​

Broadband (Data and VoIP)

​

$

75,089

​

$

(2,044)

​

$

73,045

Voice services

​

​

31,616

​

​

(754)

​

​

30,862

Video services

​

​

8,541

​

​

(162)

​

​

8,379

​

​

​

115,246

​

​

(2,960)

​

​

112,286

Commercial:

​

​

​

​

​

​

​

​

​

Data services (includes VoIP)

​

​

53,870

​

​

(445)

​

​

53,425

Voice services

​

​

31,825

​

​

(452)

​

​

31,373

Other

​

​

9,228

​

​

(21)

​

​

9,207

​

​

​

94,923

​

​

(918)

​

​

94,005

Carrier:

​

​

​

​

​

​

​

​

​

Data and transport services

​

​

31,388

​

​

(20)

​

​

31,368

Voice services

​

​

4,090

​

​

(1)

​

​

4,089

Other

​

​

262

​

​

(13)

​

​

249

​

​

​

35,740

​

​

(34)

​

​

35,706

​

​

​

​

​

​

​

​

​

​

Subsidies

​

​

6,878

​

​

(604)

​

​

6,274

Network access

​

​

20,842

​

​

(409)

​

​

20,433

Other products and services

​

​

10,025

​

​

(59)

​

​

9,966

Total operating revenue

​

$

283,654

​

$

(4,984)

​

$

278,670

​

Notes:

(1)These adjustments reflect the removal of operating revenues for divestitures. We completed the sale of the Company’s Washington operations on May 1, 2024.

​

Page 10 of 15


​

Consolidated Communications Holdings, Inc.

Reconciliation of Historical Revenue by Category to Normalized Revenue by Category

(Dollars in thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

Nine Months Ended

​

​

September 30, 2024

​

September 30, 2023

​

    

Historical

    

Adjustments (1)

    

Normalized

    

Historical

​

Adjustments (1)

​

Normalized

Consumer:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Broadband (Data and VoIP)

​

$

243,664

​

$

(2,644)

​

$

241,020

​

$

214,389

​

$

(6,135)

​

$

208,254

Voice services

​

​

84,228

​

​

(930)

​

​

83,298

​

​

95,231

​

​

(2,301)

​

​

92,930

Video services

​

​

9,938

​

​

—

​

​

9,938

​

​

27,497

​

​

(506)

​

​

26,991

​

​

​

337,830

​

​

(3,574)

​

​

334,256

​

​

337,117

​

​

(8,942)

​

​

328,175

Commercial:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Data services (includes VoIP)

​

​

163,883

​

​

(690)

​

​

163,193

​

​

160,234

​

​

(1,296)

​

​

158,938

Voice services

​

​

92,738

​

​

(573)

​

​

92,165

​

​

96,692

​

​

(1,375)

​

​

95,317

Other

​

​

26,661

​

​

(33)

​

​

26,628

​

​

29,362

​

​

(73)

​

​

29,289

​

​

​

283,282

​

​

(1,296)

​

​

281,986

​

​

286,288

​

​

(2,744)

​

​

283,544

Carrier:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Data and transport services

​

​

91,681

​

​

(25)

​

​

91,656

​

​

95,535

​

​

(60)

​

​

95,475

Voice services

​

​

10,832

​

​

(1)

​

​

10,831

​

​

12,720

​

​

(6)

​

​

12,714

Other

​

​

786

​

​

(17)

​

​

769

​

​

925

​

​

(39)

​

​

886

​

​

​

103,299

​

​

(43)

​

​

103,256

​

​

109,180

​

​

(105)

​

​

109,075

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Subsidies

​

​

19,113

​

​

(812)

​

​

18,301

​

​

20,986

​

​

(1,835)

​

​

19,151

Network access

​

​

65,585

​

​

(541)

​

​

65,044

​

​

68,033

​

​

(1,267)

​

​

66,766

Other products and services

​

​

5,363

​

​

(56)

​

​

5,307

​

​

13,338

​

​

(178)

​

​

13,160

Total operating revenue

​

$

814,472

​

$

(6,322)

​

$

808,150

​

$

834,942

​

$

(15,071)

​

$

819,871

​

Notes:

(1)These adjustments reflect the removal of operating revenues for divestitures. We completed the sale of the Company’s Washington operations on May 1, 2024.

​

Page 11 of 15


Consolidated Communications Holdings, Inc.

Reconciliation of Net Loss to Adjusted EBITDA

(Dollars in thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2024

    

2023

    

2024

    

2023

Net loss

​

$

(48,972)

​

$

(57,720)

​

$

(139,183)

​

$

(202,773)

Add (subtract):

​

​

​

​

​

​

​

​

​

​

​

​

Income tax benefit

​

​

(13,879)

​

​

(10,220)

​

​

(36,232)

​

​

(40,908)

Interest expense, net

​

​

44,894

​

​

39,571

​

​

131,477

​

​

110,334

Depreciation and amortization

​

​

76,693

​

​

79,604

​

​

237,135

​

​

236,841

EBITDA

​

​

58,736

​

​

51,235

​

​

193,197

​

​

103,494

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjustments to EBITDA (1):

​

​

​

​

​

​

​

​

​

​

​

​

Other, net (2)

​

​

25,101

​

​

21,366

​

​

58,444

​

​

36,837

Pension/OPEB benefit

​

​

62

​

​

(1,323)

​

​

186

​

​

(3,395)

Loss on disposal of assets

​

​

—

​

​

6,692

​

​

—

​

​

12,380

Loss on impairment

​

​

—

​

​

—

​

​

—

​

​

77,755

Non-cash compensation (3)

​

​

2,638

​

​

2,261

​

​

7,349

​

​

5,448

Adjusted EBITDA

​

$

86,537

​

$

80,231

​

$

259,176

​

$

232,519

​

​

Notes:

(1)These adjustments reflect those required or permitted by the lenders under our credit agreement.
(2)Other, net includes income attributable to noncontrolling interests, transaction and non-recurring related costs, and certain miscellaneous items.
(3)Represents compensation expenses in connection with our Restricted Share Plan, which because of the non-cash nature of the expenses are excluded from adjusted EBITDA.

​

​

​

Page 12 of 15


Consolidated Communications Holdings, Inc.

Reconciliation of Loss Attributable to Common Shareholders to Adjusted Loss and Calculation of Adjusted Diluted Net Loss Per Common Share

(Dollars in thousands, except per share amounts)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2024

    

2023

    

2024

    

2023

Net loss

​

$

(48,972)

​

$

(57,720)

​

$

(139,183)

​

$

(202,773)

Less: dividends on Series A preferred stock

​

​

12,348

​

​

11,305

​

​

35,727

​

​

32,596

Less: net income attributable to noncontrolling interest

​

 

99

​

 

137

​

 

357

​

 

441

Net loss attributable to common shareholders

​

 

(61,419)

​

 

(69,162)

​

 

(175,267)

​

 

(235,810)

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjustments to net loss attributable to common shareholders:

​

​

​

​

​

​

​

​

​

​

​

​

Dividends on Series A preferred stock

​

​

12,348

​

​

11,305

​

​

35,727

​

​

32,596

Transaction and severance related costs, net of tax

​

​

8,097

​

​

13,099

​

​

16,190

​

​

17,062

Loss on impairment of assets held for sale

​

​

—

​

​

—

​

​

—

​

​

77,755

Loss on disposition of assets, net of tax

​

​

—

​

​

4,943

​

​

—

​

​

9,145

Non-cash interest expense for swaps, net of tax

​

​

—

​

​

(101)

​

​

—

​

​

(732)

Tax impact of non-deductible goodwill

​

​

1,543

​

​

3,283

​

​

7,655

​

​

(2,618)

Non-cash stock compensation, net of tax

​

​

1,948

​

​

1,670

​

​

5,427

​

​

4,024

Adjusted net loss

​

$

(37,483)

​

$

(34,963)

​

$

(110,268)

​

$

(98,578)

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding

​

​

114,303

​

​

113,054

​

​

114,231

​

​

113,015

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted diluted net loss per common share

​

$

(0.33)

​

$

(0.31)

​

$

(0.97)

​

$

(0.87)

​

Notes:

Calculations above assume a 26.15% effective tax rate for the three and nine months ended September 30, 2024 and 26.13% effective tax rate for the three and nine months ended September 30, 2023.

​

​

​

​

Page 13 of 15


Consolidated Communications Holdings, Inc.

Key Operating Metrics

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023

​

2024

​

​

​

    

FY 2022

    

Q1

    

Q2

    

Q3

    

Q4

    

FY

    

Q1

    

Q2

    

Q3

Passings

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Fiber Gig+ Capable Passings (1)(2)(3)(5)

​

​

1,008,660

​

​

1,062,518

​

​

1,119,956

​

​

1,187,076

​

​

1,236,208

​

​

1,236,208

​

​

1,246,991

​

​

1,273,926

​

​

1,331,916

Total DSL/Copper Passings (2)(3)(5)

​

​

1,617,077

​

​

1,564,889

​

​

1,509,875

​

​

1,447,539

​

​

1,401,535

​

​

1,401,535

​

​

1,392,698

​

​

1,324,438

​

​

1,268,118

Total Passings (1)(2)(3)(5)

​

​

2,625,737

​

​

2,627,407

​

​

2,629,831

​

​

2,634,615

​

​

2,637,743

​

​

2,637,743

​

​

2,639,689

​

​

2,598,364

​

​

2,600,034

% Fiber Gig+ Coverage/Total Passings

​

​

38%

​

​

40%

​

​

43%

​

​

45%

​

​

47%

​

​

47%

​

​

47%

​

​

49%

​

​

51%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consumer Broadband Connections

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fiber Gig+ Capable (5)

​

​

122,872

​

​

135,209

​

​

153,860

​

​

175,748

​

​

195,195

​

​

195,195

​

​

213,997

​

​

231,187

​

​

249,656

DSL/Copper (5)

​

​

244,586

​

​

234,653

​

​

222,969

​

​

210,473

​

​

198,024

​

​

198,024

​

​

185,560

​

​

163,199

​

​

149,864

Total Consumer Broadband Connections (5)

​

​

367,458

​

​

369,862

​

​

376,829

​

​

386,221

​

​

393,219

​

​

393,219

​

​

399,557

​

​

394,386

​

​

399,520

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consumer Broadband Net Adds

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Fiber Gig+ Capable Net Adds (6)

​

​

40,075

​

​

12,337

​

​

18,651

​

​

21,888

​

​

19,447

​

​

72,323

​

​

18,802

​

​

17,759

​

​

18,469

DSL/Copper Net Adds (6)

​

​

(39,351)

​

​

(9,933)

​

​

(11,684)

​

​

(12,496)

​

​

(12,449)

​

​

(46,562)

​

​

(12,464)

​

​

(14,089)

​

​

(13,335)

Total Consumer Broadband Net Adds (6)

​

​

724

​

​

2,404

​

​

6,967

​

​

9,392

​

​

6,998

​

​

25,761

​

​

6,338

​

​

3,670

​

​

5,134

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consumer Broadband Penetration %

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fiber Gig+ Capable (on fiber passings)

​

​

12.2%

​

​

12.7%

​

​

13.7%

​

​

14.8%

​

​

15.8%

​

​

15.8%

​

​

17.2%

​

​

18.1%

​

​

18.7%

DSL/Copper (on DSL/copper passings)

​

​

15.1%

​

​

15.0%

​

​

14.8%

​

​

14.5%

​

​

14.1%

​

​

14.1%

​

​

13.3%

​

​

12.3%

​

​

11.8%

Total Consumer Broadband Penetration %

​

​

14.0%

​

​

14.1%

​

​

14.3%

​

​

14.7%

​

​

14.9%

​

​

14.9%

​

​

15.1%

​

​

15.2%

​

​

15.4%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consumer Average Revenue Per Unit (ARPU)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fiber Gig+ Capable

​

$

65.42

​

$

67.51

​

$

68.29

​

$

68.78

​

$

68.14

​

$

66.90

​

$

67.96

​

$

67.95

​

$

68.00

DSL/Copper

​

$

53.36

​

$

53.21

​

$

55.88

​

$

57.18

​

$

56.27

​

$

55.83

​

$

59.69

​

$

60.88

​

$

62.63

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Churn

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fiber Consumer Broadband Churn (6)

​

​

1.1%

​

​

1.0%

​

​

1.3%

​

​

1.3%

​

​

1.2%

​

​

1.2%

​

​

1.1%

​

​

1.4%

​

​

1.4%

DSL/Copper Consumer Broadband Churn (6)

​

​

1.6%

​

​

1.5%

​

​

1.7%

​

​

2.0%

​

​

2.0%

​

​

1.8%

​

​

2.0%

​

​

2.4%

​

​

2.5%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consumer Broadband Revenue ($ in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fiber Broadband Revenue (4)

​

$

82,034

​

$

26,136

​

$

29,613

​

$

34,004

​

$

37,916

​

$

127,668

​

$

41,613

​

$

45,414

​

$

48,966

Copper and Other Broadband Revenue

​

​

190,112

​

​

41,825

​

​

41,726

​

​

41,085

​

​

38,542

​

​

163,179

​

​

38,268

​

​

35,992

​

​

33,411

Total Consumer Broadband Revenue

​

$

272,146

​

$

67,961

​

$

71,339

​

$

75,089

​

$

76,458

​

$

290,847

​

$

79,882

​

$

81,406

​

$

82,377

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consumer Voice Connections (5)

​

​

276,779

​

​

267,509

​

​

258,680

​

​

249,081

​

​

239,587

​

​

239,587

​

​

229,523

​

​

213,472

​

​

203,231

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Video Connections

​

​

35,039

​

​

32,426

​

​

28,934

​

​

26,158

​

​

21,900

​

​

21,900

​

​

17,620

​

​

134

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fiber route network miles (long-haul, metro and FttP)

​

​

57,865

​

​

57,569

​

​

58,836

​

​

59,915

​

​

60,438

​

​

60,438

​

​

61,366

​

​

63,343

​

​

65,561

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

On-net buildings

​

​

14,427

​

​

14,520

​

​

14,735

​

​

14,928

​

​

15,105

​

​

15,105

​

​

15,254

​

​

15,381

​

​

15,566

​

Page 14 of 15


Notes:

(1)In Q1 2021, the Company launched a multi-year fiber build plan to upgrade 1.6 million passings or 70% of our service area to fiber Gig+ capable services. During the three and nine months ended September 30, 2024, an additional 57,990 and 101,734 passings were upgraded to FttP, respectively, and total fiber passings were 1,331,916 or 51% of the Company's service area at September 30, 2024.
(2)Passings counts are estimates of single family units, multi-dwelling units, and multi-tenant units within consumer, small business and enterprise. These counts are based upon the information available at this time and are subject to updates as additional information becomes available.
(3)When a passing is both fiber and DSL/Copper capable it is counted as a fiber passing.
(4)Fiber broadband revenue includes revenue from our Kansas City operations, which was sold in the fourth quarter of 2022, of approximately $1.8 million for the year ended December 31, 2022. Amounts have not been adjusted to reflect the sale.
(5)The sale of our Washington Operations in the second quarter of 2024 resulted in a reduction of approximately 37,679 DSL/Copper passings, 6,026 fiber passings, 8,272 DSL/Copper broadband connections, 569 fiber broadband connections, and 4,674 consumer voice connections. Prior period amounts have not been adjusted to reflect the sale.
(6)Consumer Broadband net adds and churn for the year ended December 31, 2022 have been normalized to reflect the divestitures of our Kansas City and Ohio operations, which were sold in 2022. Additionally, for the three months ended June 30, 2024, Consumer Broadband net adds and churn have been normalized to reflect the divestiture of the Washington operations, which was sold in the second quarter of 2024.

Page 15 of 15