8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 6, 2008

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51446	02-0636095
(State of Incorporation)	(Commission File Number)	(IRS employer identification no.)

121 South 17th Street
Mattoon, Illinois	61938-3987
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (217) 235-3311

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 -  Results of Operations and Financial Condition.

On March 6, 2008, Consolidated Communications Holdings, Inc. issued a press release to report its results of operations and financial condition as of and for the quarter and fiscal year ended December 31, 2007. A copy of this press release is included as Exhibit 99.1 to this Form 8-K and incorporated into this Item 2.02 by reference.

The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 6, 2008

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 6, 2008
	Consolidated Communications Holdings, Inc.
	By:	/s/ Steven L. Childers
		Name: Steven L. Childers Title:  Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 6, 2008

4

EX-99.1

EXHIBIT 99.1

Company Contact:	Investor Relations Contact:
Stephen Jones	Lippert / Heilshorn & Associates
Vice President - Investor Relations	Kirsten Chapman
217-258-9522	415-433-3777
investor.relations@consolidated.com	kchapman@lhai.com

Consolidated Communications Holdings Reports Fourth Quarter and Full Year 2007 Results

- Successfully Completes Acquisition of North Pittsburgh Systems, Inc. -

- Grows Total Connections by More Than 9,000 to Over 302,000 -

- Largest Annual Growth in Company History, Adds 14,000 New DSL Subscribers -

Mattoon, IL - March 6, 2008 - Consolidated Communications Holdings, Inc. (Nasdaq: CNSL)today announced results for the fourth quarter and year ended December 31, 2007. These results reflect our Texas and Illinois operations, since the North Pittsburgh Systems, Inc. was completed on December 31. The company reported:

· Revenues of $85.0 million for the quarter and $329.2 million for the year.

· Adjusted EBITDA of $37.0 million for the quarter and $143.8 million for the year.

· Net cash provided by operations of $29.3 million for the quarter and $82.1 million for the year.

· Dividend payout ratio of 71.0 percent for the quarter and 75.9 percent for the year.

“We had a very successful quarter, and the business performed well from both an operational and financial perspective,” said Bob Currey, Consolidated’s president and chief executive officer. “Additionally, on December 31, 2007, we closed and funded the acquisition of North Pittsburgh Systems, Inc. The integration efforts are progressing rapidly, and we are excited with the opportunities that lie ahead in Pennsylvania.”

“Operating metrics for Illinois and Texas continue to be solid, with total connections again increasing sequentially in the fourth quarter to over 302,000. Growth was led by our strategic broadband products, as DSL increased by over 4,000 net new subscribers in the quarter, bringing the total DSL subscriber count to over 66,000. With the addition of about 1,200 IPTV customers in the fourth quarter, the total IPTV subscriber base grew to over 12,000. In 2007, we grew DSL subscribers over 26.0 percent and IPTV subscribers by 76.0 percent. In summary, regarding our overall performance, the fourth quarter was our strongest quarter, in a very strong year,” Currey concluded.

Operating Statistics at December 31, 2007, Compared to December 31, 2006

· Total connections were 302,652, an increase of 9,277, or 3.2 percent.

· Total local access lines were 223,787, a decrease of 9,902, or 4.2 percent.

· Broadband connections were 78,865, an increase of 19,179 or 32.1 percent.

o DSL subscribers were 66,624, an increase of 13,892 or 26.3 percent.

o IPTV subscribers were 12,241, an increase of 5,287, or 76.0 percent.

Page 1 of 16

Steve Childers, Consolidated’s chief financial officer, stated, “In conjunction with our acquisition, we entered into a new $760.0 million term loan facility, and our new financing arrangements include an option for an additional $140.0 million delayed draw term loan facility. As announced on February 26, 2008, we will redeem our 9.75 % Senior Notes due April 1, 2012, on April 1, 2008. We intend to utilize cash off the balance sheet plus $120.0 million of proceeds from the delayed term loan to redeem the Senior Notes and project to save approximately $4.0 million in annualized cash interest costs as a result of this transaction.”

Cash Available to Pay Dividends

For the quarter and full year 2007, cash available to pay dividends, or CAPD, was $14.2 million and $53.0 million, respectively, and the dividend payout ratios were 71.0 percent and 75.9 percent, respectively. At December 31, 2007, cash and cash equivalents were $37.3 million. The company made capital expenditures of $8.8 million during the fourth quarter and $33.5 million for the full year.

Financial Highlights for the Fourth Quarter Ended December 31, 2007

· Revenues were $85.0 million, compared to $81.7 million in the fourth quarter of 2006. Increases in Data and Internet revenue, Other Operations revenue, and Subsidies were partially offset by a decline in Local Calling Service revenues. The growth in Data and Internet Services revenue was driven primarily by increased DSL and IPTV subscribers. The increase in Subsidies revenue was largely attributable to prior period settlements.

· Income from operations was $17.5 million, compared to $4.8 million in the fourth quarter of 2006. The increase was primarily attributable to a fourth quarter 2006 impairment charge of $11.2 million for which there was not a comparable charge in 2007.

· Net interest expense was $22.1 million, compared to $11.6 million in the same quarter last year. The increase was primarily driven by the write-off of deferred financing costs associated with the termination of the company’s previous credit facility.

· Income tax benefit was $2.1 million, compared to $3.3 million in 2006. The decrease was primarily driven by changes in state deferred taxes associated with purchase accounting for the North Pittsburgh transaction.

· Net loss was $1.0 million, compared to $0.5 million in the fourth quarter of 2006.

· Net loss per common share was $0.04, compared to $0.02 per common share in the fourth quarter of 2006. “Adjusted net income per share” excludes certain items in the manner described in the table provided in this release. On that basis, “adjusted net income per share” for the quarter ended December 31, 2007 was $0.20, compared to $0.21 in the fourth quarter of 2006.

· Adjusted EBITDA was $37.0 million and net cash from operations was $29.3 million, compared to $35.7 million and $25.0 million, respectively, in the fourth quarter of 2006.

Financial Highlights for the Year Ended December 31, 2007

· Revenues were $329.2 million, compared to $320.8 million for the prior year. This reflects increases in Data and Internet Services, Other Operations and Network Access Services, partially offset by declines in Subsidies and Local Calling Services.

· Net income was $11.4 million, compared to $13.3 million in net income for the prior year period. The year-over-year decrease was primarily due to the impact of the Texas tax law changes and increased interest expense driven by the write-off of deferred financing costs and additional borrowings associated with the July 2006 share repurchase, partially offset by greater income from operations.

· Net income per common share was $0.44. “Adjusted net income per share” excludes certain items in the manner described in the table provided in this release. On that basis, “adjusted net income per share” for the twelve months ended December 31, 2007 was $0.74, compared to $0.67 in the same period last year.

· Adjusted EBITDA was $143.8 million and net cash provided by operating activities was $82.1 million, compared to $139.8 million and $84.6 million, respectively for 2006. The increase in adjusted EBITDA was primarily due to revenue growth, operating efficiency improvements and increased cash distributions from cellular partnership investments.

Page 2 of 16

Pennsylvania Update

· On December 31, 2007, the company completed its previously announced acquisition of North Pittsburgh Systems, Inc. for approximately $362.6 million in cash and stock, based upon the closing price of Consolidated’s common stock on December 28, 2007.

· Operating revenue for the fourth quarter and full year 2007 for North Pittsburgh Systems, Inc. and its subsidiaries was $23.3 million and $95.7 million, respectively. Adjusted EBITDA for the fourth quarter and full year 2007 for North Pittsburgh Systems, Inc. and its subsidiaries was $11.3 million and $43.2 million, respectively. These results reflect pre-acquisition operations, and are not necessarily indicative of what the business will achieve as part of Consolidated.

· On December 31, 2007, ILEC access lines, CLEC access line equivalents and total ILEC and CLEC DSL subscribers were 58,241, 68,874 and 16,897, respectively.

· Under our new credit facility, the total net debt to last twelve month adjusted EBITDA coverage ratio reflects adjusted EBITDA that includes North Pittsburgh’s results for the fourth quarter and an agreed upon, combined adjusted EBITDA for the first three quarters of 2007 of $138.7 million. On this basis, the coverage ratio was 4.6 times to one and all other ratios were within the compliance levels of the new facility.

Financial Guidance

For 2008, the company provides the following full year guidance, including the Pennsylvania operations: Capital expenditures are expected to be in the range of $46.5 million to $49.5 million, including $2.0 million associated with integration related capital expenditures; cash interest expense is expected to be in the range of $64.0 million to $67.0 million; and cash income taxes are expected to be in the range of $15.0 million to $18.0 million.

Dividend Payments

On March 4, 2008, the company's board of directors declared its next quarterly dividend of $0.38738 per common share, which is payable on May 1, 2008 to stockholders of record at the close of business on April 15, 2008. The board of directors has indicated its intention for 2008 to continue paying the quarterly dividend at the current level.

For 2007, approximately 19.0 percent of the company’s distributions were classified as non-dividend distribution, or return of capital, with the remainder being classified as ordinary dividends.

Conference Call Information

The company will host a conference call today at 11:00 a.m. Eastern Time / 10:00 a.m. Central Time. The call is being webcast and can be accessed from the “Investor Relations” section of the company’s website at http://www.consolidated.com. The webcast will also be archived on the company’s website. If you do not have internet access, the conference call dial-in number is 1-800-642-1783. International parties can access the call by dialing 1-706-679-5600. A telephonic replay of the conference call will also be available starting two hours after completion of the call until March 10, 2008 at midnight Eastern Time. To hear the replay, parties in the United States and Canada should call 1-800-642-1687 and international parties should call 1-706-645-9291 and enter pass code 33852828.

Use of Non-GAAP Financial Measures

This press release, as well as the conference call, includes disclosures regarding “adjusted EBITDA”, “cash available to pay dividends”, “cumulative available cash”, “payout ratio excluding subsidy settlements”, “total net debt to last twelve month adjusted EBITDA coverage ratio”, and “adjusted net income per share”, 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 or net income (loss) 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 these non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable financial measures presented in accordance with GAAP is included in the tables that follow.

Page 3 of 16

Adjusted EBITDA is comprised of historical EBITDA, as adjusted for certain items permitted or required by the lenders under the credit facility 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.

EBITDA is defined as net earnings (loss) before interest expense, income taxes, depreciation and amortization on an historical basis. We believe net cash provided by operating activities is the most directly comparable financial measure to EBITDA under GAAP. EBITDA is a non-GAAP financial measure.

Cash available to pay dividends represents adjusted EBITDA plus cash interest income less (1) cash interest expense, (2) capital expenditures, (3) cash taxes and (4) stock repurchases.

We present adjusted EBITDA and cash available to pay dividends for several reasons. Management believes adjusted EBITDA and cash available to pay dividends are useful as a means to evaluate our ability to fund our estimated uses of cash (including interest on our debt) and pay dividends. In addition, we have presented adjusted EBITDA and cash available to pay dividends to investors in the past because they are frequently used by investors, securities analysts and other interested parties in the evaluation of companies in our industry, and management believes presenting them here provides a measure of consistency in our financial reporting. Adjusted EBITDA and cash available to pay dividends, referred to as Available Cash in our credit agreement, and cumulative available cash are also components of the restrictive covenants and financial ratios contained in the agreements governing our debt that require us to maintain compliance with these covenants and limit certain activities, such as our ability to incur debt and to pay dividends. The definitions in these covenants and ratios are based on adjusted EBITDA, cash available to pay dividends and cumulative available cash after giving effect to specified charges. Other information related to these three non-GAAP financial measures, specifically “total net debt to last twelve month Adjusted EBITDA coverage ratio”, help put these three measures in context. As a result, management believes the presentation of Adjusted EBITDA and cash available to pay dividends, as supplemented by these other items, provides important additional information to investors. In addition, adjusted EBITDA and cash available to pay dividends provide our board of directors with meaningful information to determine, with other data, assumptions and considerations, our dividend policy and our ability to pay dividends under the restrictive covenants in the agreements governing our debt and 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. Similarly, while we may generate cash available to pay dividends, we are not required to use any such cash to pay dividends, and the payment of any dividends is subject to declaration by our board of directors, compliance with applicable law and the terms of our credit agreement and the indenture governing our senior notes.

Because adjusted EBITDA is a component of the Dividend Payout Ratio and the ratio of total net debt to last twelve month adjusted EBITDA, these measures are also subject to the material limitations discussed above. In addition, the ratio of total net debt to last twelve month adjusted EBITDA is subject to the risk that we may not be able to use the cash on the balance sheet to reduce our debt on a dollar-for-dollar basis. Management believes these ratios are useful as a means to evaluate our ability to incur additional indebtedness in the future and, together with adjusted net income per share, assist investors, securities analysts and other interested parties in evaluating both our company over time and the relative performance of the companies in our industry.

Page 4 of 16

About Consolidated

Consolidated Communications Holdings, Inc. is an established rural local exchange company providing voice, data and video services to residential and business customers in Illinois, Texas and Pennsylvania. Each of the operating companies has been operating in its local market for over 100 years. With approximately 282,028 ILEC access lines, 68,874 Competitive Local Exchange Carrier (CLEC) access line equivalents (including 41,951 access lines and 2,184 DSL subscribers), 83,521 DSL subscribers across all subsidiaries, and 12,241 IPTV subscribers, Consolidated Communications offers a wide range of telecommunications services, including local and long distance service, custom calling features, private line services, high-speed Internet access, digital TV, carrier access services, and directory publishing. Consolidated Communications is the 12^th largest local telephone company in the United States.

Safe Harbor

Any statements contained in this press release other than statements of historical fact, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management's views and assumptions regarding future events and business performance. Words such as “estimate,” "believe," "anticipate," "expect," “intend,” “plan,” “target,” “project,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include our ability to successfully integrate North Pittsburgh’s operations and realize the synergies from the acquisition, as well as a number of other factors related to our business, including various risks to shareholders of not receiving dividends and risks to Consolidated’s ability to pursue growth opportunities if Consolidated continues to pay dividends according to the current dividend policy; various risks to the price and volatility of Consolidated’s common stock; the substantial amount of debt and Consolidated’s ability to incur additional debt in the future; Consolidated’s need for a significant amount of cash to service and repay the debt and to pay dividends on the common stock; restrictions contained in the debt agreements that limit the discretion of management in operating the business; the ability to refinance the existing debt as necessary; regulatory changes, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks associated with Consolidated’s possible pursuit of acquisitions; economic conditions in the Consolidated service areas in Illinois, Texas and Pennsylvania; system failures; losses of large customers or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of Consolidated’s network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; and liability and compliance costs regarding environmental regulations. These and other risks and uncertainties are discussed in more detail in Consolidated’s filings with the Securities and Exchange Commission, including our reports on Form 10-K and Form 10-Q. Many of these risks are beyond management’s ability to control or predict. All forward-looking statements attributable to Consolidated or persons acting on behalf of us are expressly qualified in their entirety by the cautionary statements and risk factors contained in this press release and Consolidated’s filings with the Securities and Exchange Commission. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, Consolidated does not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

- Tables Follow -

Page 5 of 16

Consolidated Communications

Condensed Consolidated Balance Sheets

(Dollars in thousands)

(Unaudited)

	December 31,			December 31,
	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	37,297		$	26,672
Accounts receivable, net		44,001			34,396
Prepaid expenses and other current assets		16,834			13,149
Total current assets		98,132			74,217
Property, plant and equipment, net		411,647			314,381
Intangibles and other assets		789,054			500,981
Total assets	$	1,298,833		$	889,579
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of capital lease obligation	$	1,010		$	-
Accounts payable		17,386			11,004
Accrued expenses and other current liabilities		58,991			54,742
Total current liabilities		77,387			65,746
Capital lease obligation less current portion		1,636			-
Long-term debt		890,000			594,000
Other long-term liabilities		170,122			111,180
Total liabilities		1,139,145			770,926
Minority interests		4,322			3,695
Stockholders' equity:
Common stock, $0.01 par value		294			260
Paid in capital		278,175			199,858
Accumulated deficit		(117,452	)		(87,362	)
Accumulated other comprehensive income (loss)		(5,651	)		2,202
Total stockholders' equity		155,366			114,958
Total liabilities and stockholders' equity	$	1,298,833		$	889,579

Page 6 of 16

Consolidated Communications

Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
Revenues	$	85,004		$	81,678		$	329,248		$	320,767
Operating expenses:
Cost of services and products		28,175			25,329			107,290			98,093
Selling, general and administrative expenses		23,267			23,746			89,662			94,693
Intangible assets impairment		-			11,240			-			11,240
Depreciation and amortization		16,074			16,554			65,659			67,430
Income from operations		17,488			4,809			66,637			49,311
Other income (expense):
Interest expense, net		(22,054	)		(11,558	)		(56,780	)		(42,899	)
Other income, net		1,454			2,881			6,240			7,260
Income before income taxes		(3,112	)		(3,868	)		16,097			13,672
Income tax (benefit) expense		(2,082	)		(3,347	)		4,674			405
Net (loss) income		(1,030	)		(521	)		11,423			13,267
Net (loss) income per common share	$	(0.04	)	$	(0.02	)	$	0.44		$	0.48

Page 7 of 16

Consolidated Communications

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
OPERATING ACTIVITIES
Net Income (loss)	$	(1,030	)	$	(521	)	$	11,423		$	13,267
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		16,074			16,554			65,659			67,430
Non-cash stock compensation		1,092			607			4,034			2,482
Other adjustments, net		3,320			6,533			3,781			8,083
Changes in operating assets and liabilities, net		9,834			1,857			(2,828	)		(6,669	)
Net cash provided by operating activities		29,290			25,030			82,069			84,593
INVESTING ACTIVITIES
Securities purchased		-			-			(10,625	)		-
Proceeds from sale of investments and securities		-			225			10,625			6,736
Acquisitions, net of cash acquired		(268,824	)		-			(268,824	)		-
Capital expenditures		(8,847	)		(8,351	)		(33,495	)		(33,388	)
Net cash used for investing activities		(277,671	)		(8,126	)		(302,319	)		(26,652	)
FINANCING ACTIVITIES
Proceeds from issuance of stock		-			-			12			-
Proceeds from issuance of long-term obligations		760,000			-			760,000			39,000
Payments made on long-term obligations		(479,426	)		-			(479,426	)		-
Costs paid to issued common stock		(400	)		-			(400	)		-
Payment of deferred financing costs		(8,668	)		-			(8,988	)		(262	)
Purchase of treasury shares		(131	)		(87	)		(131	)		(56,823	)
Dividends on common stock		(10,052	)		(10,043	)		(40,192	)		(44,593	)
Net cash provided (used) in financing activities		261,323			(10,130	)		230,875			(62,678	)
Net increase (decrease) in cash and cash equivalents		12,942			6,774			10,625			(4,737	)
Cash and cash equivalents at beginning of period		24,355			19,898			26,672			31,409
Cash and cash equivalents at end of period	$	37,297		$	26,672		$	37,297		$	26,672

Page 8 of 16

Consolidated Communications

Consolidated Revenue by Category

(Dollars in thousands)

(Unaudited)

	Three months Ended				Twelve Months Ended
	December 31,				December 31,
	2007		2006		2007		2006
Telephone Operations
Local calling services	$	20,041	$	20,947	$	82,830	$	85,131
Network access services		17,276		16,859		70,169		68,135
Subsidies		13,229		12,623		45,981		47,588
Long distance services		3,174		3,551		13,963		15,178
Data and Internet services		10,386		8,385		38,017		30,917
Other services		9,099		8,808		35,814		33,385
Total Telephone Operations		73,205		71,173		286,774		280,334
Other Operations		11,799		10,505		42,474		40,433
Total operating revenues	$	85,004	$	81,678	$	329,248	$	320,767

Consolidated Communications

Schedule of ARPU Calculations

(Dollars in thousands)

(Unaudited)

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2007		2006		2007			2006
Ending Access Lines		223,787		233,689		223,787			233,689
Average Access Lines		225,482		234,783		228,714			238,399
Telephone Operations Revenue	$	73,205	$	71,173	$	286,774		$	280,334
Prior period subsidy settlements	$	842	$	481	$	(1,887	)	$	(1,313	)
Telephone Operations, excluding prior period subsidy settlements	$	72,363	$	70,692	$	288,661		$	281,647
Monthly Telephone Operations ARPU	$	108.22	$	101.05	$	104.49		$	97.99
Monthly Telephone Operations ARPU, excluding prior period subsidy settlements	$	106.98	$	100.37	$	105.18		$	98.45

Page 9 of 16

Consolidated Communications

Schedule of Adjusted EBITDA Calculation

(Dollars in thousands)

(Unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
Historical EBITDA:
Net cash provided by operating activities	$	29,290		$	25,030		$	82,069		$	84,593
Adjustments:
Compensation from restricted share plan		(1,092	)		(607	)		(4,034	)		(2,482	)
Other adjustments, net		(3,320	)		(6,533	)		(3,781	)		(8,083	)
Changes in operating assets and liabilities		(9,834	)		(1,857	)		2,828			6,669
Interest expense, net		22,054			11,558			56,780			42,899
Income taxes		(2,082	)		(3,347	)		4,674			405
Historical EBITDA (1)		35,016			24,244			138,536			124,001
Adjustments to EBITDA (2):
Integration, restructuring and Sarbanes-Oxley (3)		533			601			1,187			3,684
Other, net (4)		(1,540	)		(2,881	)		(6,567	)		(7,143	)
Investment distributions (5)		1,935			1,849			6,586			5,516
Intangible assets impairment (6)		-			11,240			-			11,240
Non-cash compensation (7)		1,092			607			4,034			2,482
Adjusted EBITDA	$	37,036		$	35,660		$	143,776		$	139,780

Footnotes for Adjusted EBITDA:

(1) Historical EBITDA is defined as net earnings (loss) before interest expense, income taxes, depreciation and amortization on a historical basis.

(2) These adjustments reflect those required or permitted by the lenders under the credit facility in place at the end of each of the quarters included in the periods presented.

(3) Represents certain expenses associated with integrating and restructuring the Texas and Illinois businesses and Sarbanes-Oxley start-up costs. For the three months and year ended December 31, 2007, this is comprised of $0.0 M and $0.5 M, respectively in billing integration costs and $0.5M and $0.7M, respectively in severance costs. For the three months and year December 31, 2006, this is comprised of $0.1M and $0.9 M, respectively, of billing integration costs, $0.5 M and $2.0 M, respectively, in severance costs and $0.0 M and $0.8 M, respectively in Sarbanes-Oxley start-up costs.

(4) Other, net includes the equity earnings from our investments, dividend income and certain other miscellaneous non-operating items. Life insurance proceeds of $0.3 M received in the second quarter of 2007 are not deducted in arriving at Adjusted EBITDA.

(5) For purposes of calculating Adjusted EBITDA, we include all cash dividends and other cash distributions received from our investments.

(6) Upon completion of our annual impairment review and as a result of a decline in estimated future cash flows in the telemarketing and operator services business, we determined that the value of the customer lists associated with these businesses was impaired. 

(7) Represents compensation expenses in connection with our Restricted Share Plan, which because of the non-cash nature of the expenses are being excluded from Adjusted EBITDA.

Page 10 of 16

Consolidated Communications

Cash Available to Pay Dividends

(Dollars in thousands)

(Unaudited)

	Three Months Ended			Year Ended
	December 31, 2007			December 31, 2007
Adjusted EBITDA	$	37,036		$	143,776
- Cash interest expense		(11,224	)		(44,222	)
- Capital Expenditures		(8,847	)		(33,495	)
- Cash income taxes		(3,016	)		(13,976	)
+ Cash interest income		199			893
Cash available to pay dividends	$	14,148		$	52,976
Quarterly Dividend	$	10,052		$	40,192
Payout Ratio		71.0	%		75.9	%

Page 11 of 16

Consolidated Communications

Adjusted Net Income Per Share

(Dollars in thousands)

(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,			December 31,			December 31,			December 31,
	2007			2006			2007			2006
Reported net income applicable to common stockholders	$	(1,030	)	$	(521	)	$	11,423		$	13,267
Deferred tax adjustment		(862	)		(811	)		(2,593	)		(5,979	)
Returns to provision tax true-up		-			(408	)		-			399
Third quarter 2006 litigation settlement, net of tax		-			-			-			280
Impairment, net of tax		-			6,294			-			6,294
Deferred financing cost write-off, net of tax		5,781			-			5,781			-
Severance, net of tax		298			243			385			1,115
Billing integration, net of tax		-			94			280			528
Sarbanes Oxley start-up costs, net of tax		-			-			-			420
Non-cash compensation		1,092			607			4,034			2,482
Adjusted income applicable to common stockholders	$	5,279		$	5,498		$	19,310		$	18,806
Weighted average number of shares outstanding		26,183,209			26,003,117			26,122,484			28,170,501
Adjusted net income per share	$	0.20		$	0.21		$	0.74		$	0.67

Calculations above assume a 44.0 percent and 40.0 percent effective tax rate for the three months ended December 31, 2007 and 2006, respectively, and 44.0 percent and 44.0 percent effective rate for the twelve months ended December 31, 2007 and 2006, respectively, instead of the actual effective tax rate for each period.

Page 12 of 16

 Consolidated Communications

 Key Operating Statistics

	December 31,		September 30,		December 31,
	2007		2007		2006
Local access lines in service
Residential		146,659		149,735		155,354
Business		77,128		77,451		78,335
Total local access lines		223,787		227,186		233,689
Total IPTV subscribers		12,241		11,063		6,954
DSL subscribers		66,624		62,546		52,732
Broadband Connections		78,865		73,609		59,686
Total connections		302,652		300,795		293,375
Long distance lines (1)		150,754		151,320		148,181
Dial-up subscribers		6,734		8,858		11,942
VoIP subscribers		2,378		2,172
IPTV Homes passed		107,631		107,631		89,972

(1) Reflects the inclusion of long distance service provided as part of the VoIP offering

North Pittsburgh Systems, Inc.

Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended			Year Ended
	December 31,			December 31,
	2007			2007
Revenues	$	23,283		$	95,669
Operating expenses:
Network and other operating expenses		22,750			66,232
Operating taxes		716			3,158
Strategic alternative expenses		3,525			5,714
Curtailment and special termination benefit expenses		3,318			9,786
Depreciation and amortization		3,543			14,214
Income from operations		(10,569	)		(3,435	)
Other income (expense):
Interest income, net		243			1,146
Other income, net		2,684			9,973
Income before income taxes		(7,642	)		7,684
Income tax (benefit) expense		(749	)		5,352
Net (loss) income		(6,893	)		2,332

Page 13 of 16

North Pittsburgh Systems, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

	Three Months Ended			Year Ended
	December 31,			December 31,
	2007			2007
OPERATING ACTIVITIES
Net Income	$	(6,893	)	$	2,332
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		3,543			14,214
Curtailment and special termination benefits		3,318			9,786
Equity income of affiliated companies		(2,589	)		(9,944	)
Other adjustments, net		(89	)		(89	)
Changes in operating assets and liabilities, net		752			(6,528	)
Net cash provided by operating activities		(1,958	)		9,771
INVESTING ACTIVITIES
Distributions from affiliated companies		3,533			8,972
Capital expenditures		(8,684	)		(16,716	)
Proceeds from sale of marketable securities		511			511
Net cash (used in) investing activities		(4,640	)		(7,233	)
FINANCING ACTIVITIES
Retirement of debt		(771	)		(3,085	)
Payment of capital lease obligation		(401	)		(1,109	)
Dividends on common stock		(3,001	)		(12,004	)
Net cash used in financing activities		(4,173	)		(16,198	)
Net increase (decrease) in cash and cash equivalents		(10,771	)		(13,660	)
Cash and cash equivalents at beginning of period		46,629			49,518
Cash and cash equivalents at end of period	$	35,858		$	35,858

Page 14 of 16

North Pittsburgh Systems, Inc.

Schedule of Adjusted EBITDA Calculation

(Dollars in thousands)

(Unaudited)

	Three Months Ended			Year Ended
	December 31,			December 31,
	2007			2007
Historical EBITDA:
Net cash provided by operating activities	$	(1,958	)	$	9,771
Adjustments:
Curtailment and special termination benefits		(3,318	)		(9,786	)
Equity income of affiliated companies		2,589			9,944
Other adjustments, net		89			89
Changes in operating assets and liabilities, net		(752	)		6,528
Interest expense, net		(243	)		(1,146	)
Income taxes		(749	)		5,352
Historical EBITDA (1)		(4,342	)		20,752
Adjustments to EBITDA (2):
Merger costs (3)		3,627			5,817
Curtailment expense (4)		3,318			9,786
Other, net (5)		(2,354	)		(9,644	)
Investment distributions (6)		3,533			8,972
Change of control, retention, severance and other merger related payments (7)		7,482			7,482
Adjusted EBITDA	$	11,264		$	43,165

Footnotes for Adjusted EBITDA:

(1) Historical EBITDA is defined as net earnings (loss) before interest expense, income taxes, depreciation and amortization on a historical basis.

(2) These adjustments reflect those that are required or permitted by the lenders under new credit facility entered into on December 31, 2007.

(3) Represents investment banking, legal, proxy preparation, special board meetings and other fees incurred in consummating the merger with Consolidated Communications Holdings, Inc.

(4) In the first quarter, 45 employees accepted and early retirement package resulting in a non-cash charge of $6.5 million for the income restoration plan. In the fourth quarter the income restoration plan was curtailed resulting in an additional non-cash charge of $3.3 million.

(5) Other, net includes the equity earnings from affiliate investments, equipment write-downs and certain other miscellaneous non-operating items.

(6) For purposes of calculating Adjusted EBITDA, we include all cash dividends and other cash distributions received from our investments.

(7) Includes $6.8 million of change in control payments made to key executives, $0.3 million of severance payments made at closing, $0.3 million of retention bonuses and $0.1 million of other transaction bonuses.

Page 15 of 16

Consolidated Communications

Total Net Debt to LTM Adjusted EBITDA Ratio

(Dollars in thousands)

(Unaudited)

Summary of Outstanding Debt
Senior Notes	$	130,000
Term loan		760,000
Capital Leases		2,646
Total debt as of December 31, 2007	$	892,646
Less cash on hand		(37,297	)
Total net debt as of December 31, 2007	$	855,349
Adjusted EBITDA for the last twelve months ended December 31, 2007 (1)	$	187,000
Total Net Debt to last twelve months
Adjusted EBITDA		4.6		x

 

(1) Per the new credit facility adjusted EBITDA has been agreed upon for the first three quarters of 2007 at $138,700 and reflects a combined pro forma number for the fourth quarter 2007. Adjusted EBITDA for the fourth quarter 2007 is the sum of $11,264 for the Pennsylvania operations and $37,036 for the Illinois and Texas operations.

Page 16 of 16