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 7, 2013
Consolidated Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-51446 | 02-0636095 |
(State or other jurisdiction 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:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | 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 7, 2013, Consolidated Communications Holdings, Inc. issued a press release to report its results of operations and financial condition as of and for the quarter and full year period ended December 31, 2012. 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 7, 2013
SIGNATURE
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.
Consolidated Communications Holdings, Inc.
(Registrant) |
||
March 7, 2013
(Date) |
/s/ STEVEN L. CHILDERS
Steven L. Childers Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
|
Description |
99.1 |
|
Press Release dated March 7, 2013 |
EXHIBIT 99.1
MATTOON, Ill., March 7, 2013 (GLOBE NEWSWIRE) -- Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) reported results for the fourth quarter and full year 2012.
Fourth quarter financial summary:
"We delivered another strong quarter of results reflecting our continued focus on profitable growth and increasing cash flow," said Bob Currey, President and Chief Executive Officer. "With 1.8% growth in revenue and 5.8% growth in adjusted EBITDA, the results show we are delivering on the diversification benefits and synergy savings of the SureWest transaction as outlined when we announced the deal.
"We continued to diversify our revenues with 74% now coming from the business and broadband growth areas. Total revenue was $160.1 million and adjusted EBITDA was $74.2 million for the quarter. These financials resulted in a very strong dividend payout ratio of 58.2%."
"The integration of SureWest is on plan and going well. We have successfully completed the first phase of billing integration and all of the corporate ERP systems, which include finance, human resources, payroll and supply chain management. We achieved an additional $3.0 million in annualized synergies throughout the fourth quarter giving us a total of $15.0 million. We are at 75% of our first year post-close target of $20.0 million," Currey concluded.
Operating Statistics at December 31, 2012, Compared to pro forma at December 31, 2011
Period Ended December 31, | ||||
2012 | 2011 | Increase/(decrease) | % | |
Data connections | 247,633 | 236,554 | 11,079 | 4.7% |
Video connections | 106,137 | 100,753 | 5,384 | 5.3% |
ILEC access lines | 268,597 | 280,708 | (12,111) | (4.3%) |
Voice connections (non-ILEC) | 129,729 | 136,217 | (6,488) | (4.8%) |
Total connections | 752,096 | 754,232 | (2,136) | (0.3%) |
Operating metrics presented in the above table and at the end of the press release are presented for all periods on a pro forma basis for the SureWest acquisition.
"On December 4, 2012, we closed on the refinancing of $515 million of term debt. The bank market environment was attractive and we took advantage by extending our maturities four years to the end of 2018. Our balance sheet is well positioned for the future," said Steve Childers, Chief Financial Officer.
Cash Available to Pay Dividends
For the quarter, cash available to pay dividends, or CAPD, was $26.6 million, and the dividend payout ratio was 58.2%. The Company made capital expenditures of $26.7 million.
Financial Highlights for the Fourth Quarter Ended December 31, 2012
Financial Highlights for the Twelve Months Ended December 31, 2012
Financial Guidance
The Company is providing the following full year guidance. The table below reflects pro forma results for the full year of 2012.
2012 Adjusted Pro Forma Results | 2013 Guidance | |
Cash Interest Expense | $67.6 million | $80.0 million to $85.0 million |
Cash Income Taxes | $4.3 million | $1.0 million to $3.0 million |
Capital Expenditures | $114.4 million | $100.0 million to $110.0 million * |
* 2013 Capital Expenditure guidance includes $4.0 million in one-time integration costs.
Dividend Payments
On March 1, 2013, the Company's board of directors declared its next quarterly dividend of $0.38738 per common share, which is payable on May 1, 2013 to stockholders of record at the close of business on April 15, 2013.
Conference Call Information
The Company will host a conference call today at 11:00 a.m. Eastern Time / 10:00 a.m. Central Time to discuss fourth quarter and full year earnings and developments with respect to the Company. The call is being webcast and archived on the "Investor Relations" section of the Company's website at http://www.consolidated.com. If you do not have internet access, the conference call dial-in number is 1-877-374-3981 with pass code 92976656. International parties can access the call by dialing 1-253-237-1158. A telephonic replay of the conference call will also be available starting four hours after the call until March 14, 2013 at midnight Eastern Time. To hear the replay, parties in the United States and Canada should call 1-855-859-2056 and international parties should call 1-404-537-3406.
Use of Non-GAAP Financial Measures
This press release, as well as the conference call, includes disclosures regarding "EBITDA", "adjusted EBITDA", "cash available to pay dividends" and the related "dividend payout ratio", "total net debt to last twelve month adjusted EBITDA coverage ratio", "adjusted diluted net income per share" and "adjusted net income attributable to common stockholders", 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 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.
Adjusted EBITDA is comprised of EBITDA, adjusted for certain items as 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 before interest expense, income taxes, depreciation and amortization on a historical basis. We believe net cash provided by operating activities is the GAAP financial measure most directly comparable to EBITDA.
Cash available to pay dividends represents adjusted EBITDA plus cash interest income less (1) cash interest expense, (2) capital expenditures and (3) cash income taxes; this calculation differs in certain respects from the similar calculation used in the credit agreement.
We present adjusted EBITDA, cash available to pay dividends and the related dividend payout ratio for several reasons. Management believes adjusted EBITDA, cash available to pay dividends and the dividend payout ratio 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, cash available to pay dividends and the dividend payout ratio 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, 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 and cash available to pay dividends after giving effect to specified charges. In addition, adjusted EBITDA, cash available to pay dividends and the dividend payout ratio 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. We present the related "total net debt to last twelve month adjusted EBITDA coverage ratio" principally to put other non-GAAP measures in context and facilitate comparisons by investors, security analysts and others; this ratio differs in certain respects from the similar ratio used in our credit agreement.
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. 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.
We present the non-GAAP measures adjusted diluted net income per share and adjusted diluted net income attributable to common stockholders because our net income and net income 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.
As noted above, we have presented various adjusted pro forma metrics and financial information as if the acquisition had occurred as of December 31, 2011 in order to provide a better view of the combined Company's period over period performance.
About Consolidated
Consolidated Communications Holdings, Inc. is a leading communications provider within its six state operations of California, Illinois, Kansas, Missouri, Pennsylvania and Texas. Headquartered in Mattoon, IL, the Company has been providing services in many of its markets for over a century. With one of the highest quality networks in the industry, the Company offers a wide range of communications services, including IP-based digital and high definition television, high speed internet, Voice over IP, carrier access, directory publishing and local and long distance service.
Safe Harbor
Any statements other than statements of historical facts, 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 the ability of Consolidated Communications Holdings, Inc. (the "Company") to successfully integrate the operations of SureWest Communications ("SureWest") and realize the synergies from the acquisition, as well as a number of other factors related to the businesses of the Company, including various risks to stockholders of not receiving dividends and risks to the Company's ability to pursue growth opportunities if the Company continues to pay dividends according to the current dividend policy; various risks to the price and volatility of the Company's common stock; the substantial amount of debt and the Company's ability to repay or refinance it or incur additional debt in the future; the Company's need for a significant amount of cash to service and repay the debt and to pay dividends on the Company's common stock; changes in the valuation of pension plan assets; restrictions contained in the Company's debt agreements that limit the discretion of management in operating the business; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications industry; changes in content costs, which have been substantial and continue to increase; risks associated with the Company's possible pursuit of acquisitions; economic conditions in the Company's service areas; 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 the Company's network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes on the telecommunications industry; and liability and compliance costs regarding environmental regulations. These and other risks and uncertainties are discussed in more detail in the Company's and SureWest's filings with the Securities and Exchange Commission, including our respective 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 the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements and risk factors contained in this communication and the Company'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, we do 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
Consolidated Communications Holdings, Inc. | ||||
Condensed Consolidated Balance Sheets | ||||
(Dollars in thousands, except par value) | ||||
December 31, | December 31, | |||
2012 | 2011 | |||
(Unaudited) | ||||
ASSETS | ||||
Current assets: | ||||
Cash and cash equivalents | $ 17,854 | $ 105,704 | ||
Accounts receivable, net | 58,582 | 35,492 | ||
Income tax receivable | 11,819 | 8,988 | ||
Deferred income taxes | 9,000 | 4,825 | ||
Prepaid expenses and other current assets | 11,269 | 6,941 | ||
Total current assets | 108,524 | 161,950 | ||
Property, plant and equipment, net | 908,236 | 338,426 | ||
Investments | 109,750 | 98,069 | ||
Goodwill | 604,988 | 520,562 | ||
Other intangible assets | 49,530 | 70,158 | ||
Deferred debt issuance costs, net and other assets | 13,800 | 4,904 | ||
Total assets | $ 1,794,828 | $ 1,194,069 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Current liabilities: | ||||
Accounts payable | $ 19,162 | $ 6,651 | ||
Advance billings and customer deposits | 28,592 | 20,324 | ||
Dividends payable | 15,463 | 11,571 | ||
Accrued compensation | 21,968 | 12,814 | ||
Accrued expense | 46,232 | 21,358 | ||
Current portion of long-term debt and capital lease obligations | 9,596 | 8,992 | ||
Current portion of derivative liability | 3,164 | 3,580 | ||
Total current liabilities | 144,177 | 85,290 | ||
Long-term debt and capital lease obligations | 1,208,248 | 875,719 | ||
Deferred income taxes | 138,842 | 77,327 | ||
Pension and other post-retirement obligations | 156,710 | 93,754 | ||
Other long-term liabilities | 10,746 | 14,167 | ||
Total liabilities | 1,658,723 | 1,146,257 | ||
Stockholders' equity: | ||||
Common stock, $0.01 par value | 399 | 299 | ||
Paid in capital | 177,315 | 79,852 | ||
Accumulated other comprehensive loss | (45,784) | (37,833) | ||
Total Consolidated Communications Holdings, Inc. stockholders' equity | 131,930 | 42,318 | ||
Noncontrolling interest | 4,175 | 5,494 | ||
Total stockholders' equity | 136,105 | 47,812 | ||
Total liabilities and stockholders' equity | $ 1,794,828 | $ 1,194,069 |
Consolidated Communications Holdings, Inc. | ||||||||
Condensed Consolidated Statements of Operations | ||||||||
(Dollars in thousands, except per share amounts) | ||||||||
(Unaudited) | ||||||||
Three Months Ended | Twelve Months Ended | |||||||
December 31, | December 31, | |||||||
2012 | 2011 | 2012 | 2011 | |||||
Revenues | $ 160,076 | $ 93,651 | $ 503,457 | $ 374,263 | ||||
Operating expenses: | ||||||||
Cost of services and products | 61,764 | 35,400 | 193,743 | 139,264 | ||||
Selling, general and administrative expenses | 36,525 | 20,056 | 111,617 | 81,050 | ||||
Financing and other transaction costs | 891 | -- | 20,800 | 2,649 | ||||
Impairment of intangible assets | 2,923 | -- | 2,923 | -- | ||||
Depreciation and amortization | 38,670 | 22,439 | 120,976 | 88,745 | ||||
Income from operations | 19,303 | 15,756 | 53,398 | 62,555 | ||||
Other income (expense): | ||||||||
Interest expense, net | (20,487) | (11,611) | (72,604) | (49,394) | ||||
Loss on extinguishment of debt | (4,455) | -- | (4,455) | -- | ||||
Other income, net | 9,380 | 8,296 | 31,268 | 28,666 | ||||
Income before income taxes | 3,741 | 12,441 | 7,607 | 41,827 | ||||
Income tax expense | 1,516 | 4,435 | 1,436 | 14,845 | ||||
Net income | 2,225 | 8,006 | 6,171 | 26,982 | ||||
Less: Net income attributable to noncontrolling interest | 165 | 130 | 531 | 572 | ||||
Net income attributable to Consolidated Communications Holdings, Inc. | $ 2,060 | $ 7,876 | $ 5,640 | $ 26,410 | ||||
Diluted net income attributable to Consolidated Communications Holdings, Inc. per common share | $ 0.05 | $ 0.27 | $ 0.15 | $ 0.88 |
Consolidated Communications Holdings, Inc. | ||||
Condensed Consolidated Statements of Cash Flows | ||||
(Dollars in thousands) | ||||
(Unaudited) | ||||
Three Months Ended | Twelve Months Ended | |||
December 31, | December 31, | |||
2012 | 2011 | 2012 | 2011 | |
OPERATING ACTIVITIES | ||||
Net income | $ 2,225 | $ 8,006 | $ 6,171 | $ 26,982 |
Adjustments to reconcile net income to cash provided by operating activities: | ||||
Depreciation and amortization | 38,670 | 22,439 | 120,976 | 88,745 |
Intangible asset impairment | 2,923 | -- | 2,923 | -- |
Deferred income taxes | 1,538 | 6,748 | (757) | 8,546 |
Cash distributions from wireless partnerships in excess of (less than earnings) | 365 | 733 | (1,309) | 945 |
Stock-based compensation expense | 664 | 460 | 2,348 | 2,132 |
Amortization of deferred financing | 570 | 375 | 6,360 | 1,411 |
Loss on extinguishment of debt | 4,455 | -- | 4,455 | -- |
Other adjustments, net | (360) | 220 | (332) | 108 |
Changes in operating assets and liabilities, net | 265 | (2,786) | (17,620) | 635 |
Net cash provided by operating activities | 51,315 | 36,195 | 123,215 | 129,504 |
INVESTING ACTIVITIES | ||||
Business acquisition, net of cash acquired | (8,325) | -- | (385,346) | -- |
Purchase of property, plant and equipment, net | (26,675) | (10,667) | (77,095) | (41,913) |
Purchase of investments | (6,728) | -- | (6,728) | -- |
Proceeds from sale of assets | 509 | 413 | 924 | 840 |
Other | -- | 113 | (314) | 272 |
Net cash used in investing activities | (41,219) | (10,141) | (468,559) | (40,801) |
FINANCING ACTIVITIES | ||||
Proceeds on bond offering | -- | -- | 298,035 | -- |
Proceeds on issuance of long-term debt | 509,850 | -- | 544,850 | -- |
Payment of capital lease obligation | (88) | (41) | (228) | (149) |
Payment on long-term debt | (503,438) | -- | (510,038) | -- |
Payment of financing costs | (5,469) | -- | (18,616) | (3,471) |
Distributions to non-controlling interests | (1,850) | -- | (1,850) | -- |
Repurchase and retirement of common stock | (559) | (726) | (559) | (726) |
Dividends on common stock | (15,463) | (11,588) | (54,100) | (46,307) |
Net cash provided by (used in) financing activities | (17,017) | (12,355) | 257,494 | (50,653) |
Net change in cash and cash equivalents | (6,921) | 13,699 | (87,850) | 38,050 |
Cash and cash equivalents at beginning of period | 24,775 | 92,005 | 105,704 | 67,654 |
Cash and cash equivalents at end of period | $ 17,854 | $ 105,704 | $ 17,854 | $ 105,704 |
Consolidated Communications Holdings, Inc. | ||||
Consolidated Revenue by Category | ||||
(Dollars in thousands) | ||||
(Unaudited) | ||||
Three Months Ended | Twelve Months Ended | |||
December 31, | December 31, | |||
Actuals | Pro Forma | Pro Forma | Pro Forma | |
2012 | 2011 | 2012 | 2011 | |
Telephone Operations | ||||
Local calling services | $ 26,751 | $ 29,181 | $ 110,826 | $ 119,267 |
Network access services | 29,780 | 31,570 | 120,625 | 119,542 |
Subsidies | 13,875 | 13,283 | 51,122 | 51,526 |
Long distance services | 4,995 | 5,657 | 21,481 | 24,694 |
Data, Video and Internet services | 66,928 | 59,820 | 256,760 | 238,286 |
Other services | 10,212 | 9,781 | 39,146 | 38,608 |
Total Telephone Operations | 152,541 | 149,292 | 599,960 | 591,923 |
Other Operations | 7,535 | 8,020 | 31,397 | 31,665 |
Total operating revenues | $ 160,076 | $ 157,312 | $ 631,357 | $ 623,588 |
Consolidated Communications Holdings, Inc. | ||||
Schedule of Adjusted EBITDA Calculation | ||||
(Dollars in thousands) | ||||
(Unaudited) | ||||
Three Months Ended | Twelve Months Ended | |||
December 31, | December 31, | |||
Actuals | Adjusted Pro Forma | Adjusted Pro Forma | Adjusted Pro Forma | |
2012 | 2011 | 2012 | 2011 | |
Net income | $ 2,225 | $ 4,805 | $ 1,912 | $ 9,969 |
Add (subtract): | ||||
Income tax expense (benefit) | 1,516 | 2,688 | (447) | 4,648 |
Interest expense | 20,487 | 19,554 | 81,747 | 84,456 |
Depreciation and amortization | 38,670 | 40,147 | 156,390 | 159,577 |
EBITDA (1) | 62,898 | 67,194 | 239,602 | 258,650 |
Adjustments to EBITDA (2): | ||||
Other, net (3) | 1,255 | (7,020) | 244 | (19,647) |
Investment distributions (4) | 9,382 | 8,718 | 29,217 | 28,409 |
Non-cash compensation (5) | 663 | 1,223 | 6,388 | 6,470 |
Adjusted EBITDA | $ 74,198 | $ 70,115 | $ 275,451 | $ 273,882 |
Footnotes for Adjusted EBITDA: | ||||
(1) EBITDA is defined as net earnings before income taxes, interest expense, and 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) Other, net includes the equity earnings from our investments, dividend income, income attributable to noncontrolling interests in subsidiaries, transaction related costs and certain miscellaneous items. | ||||
(4) For purposes of calculating adjusted EBITDA, we include all cash dividends and other cash distributions received from our investments. | ||||
(5) 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. |
Consolidated Communications Holdings, Inc. | ||
Cash Available to Pay Dividends | ||
(Dollars in thousands) | ||
(Unaudited) | ||
Three Months Ended December 31, 2012 |
Adjusted Pro Forma Twelve Months Ended December 31, 2012 |
|
Adjusted EBITDA | $ 74,198 | $ 275,451 |
- Cash interest expense | (20,989) | (67,563) |
- Capital expenditures | (26,675) | (114,440) |
- Cash income taxes | 55 | (4,264) |
Cash available to pay dividends | $ 26,589 | $ 89,184 |
Dividends Paid | $ 15,463 | $ 56,966 |
Payout Ratio | 58.2% | 63.9% |
* The above calculation excludes the principal payments on the amortization of our debt. |
Consolidated Communications Holdings, Inc. | |
Total Net Debt to LTM Adjusted EBITDA Ratio | |
(Dollars in thousands) | |
(Unaudited) | |
Summary of Outstanding Debt | |
Term debt, net of discount of $5,088 | $ 914,873 |
Senior unsecured notes, net of discount of $1,873 | 298,127 |
Capital leases | 4,844 |
Total debt as of December 31, 2012 | $ 1,217,844 |
Less cash on hand | (17,854) |
Total net debt as of December 31, 2012 | $ 1,199,990 |
Adjusted EBITDA, pro forma, for the last twelve months ended December 31, 2012 | $ 275,451 |
Total Net Debt to last twelve months | |
Adjusted EBITDA, pro forma | 4.36 x |
Consolidated Communications Holdings, Inc. | ||||
Adjusted Net Income and Per Share Attributable to Common Stockholders | ||||
(in thousands, except per share amounts) | ||||
(Unaudited) | ||||
Three Months Ended | Twelve Months Ended | |||
December 31, | December 31, | December 31, | December 31, | |
2012 | 2011 | 2012 | 2011 | |
Reported net income attributable to common stockholders | $ 2,060 | $ 7,876 | $ 5,640 | $ 26,410 |
Acquisition related tax adjustments | -- | -- | 883 | -- |
Impairment, net of tax | 1,738 | -- | 2,371 | -- |
Loss on extinguishment of debt, net of tax | 2,649 | -- | 3,614 | -- |
Acquisition and financing related costs, net of tax | 530 | -- | 21,462 | -- |
Integration and severance, net of tax | 494 | 43 | 673 | 475 |
Refinancing fee charges, net of tax | 165 | -- | 226 | 1,709 |
Non-cash stock compensation, net of tax | 394 | 297 | 1,904 | 1,375 |
Adjusted net income attributable to common stockholders | $ 8,030 | $ 8,216 | $ 36,773 | $ 29,969 |
Weighted average number of shares outstanding | 39,684 | 29,620 | 34,652 | 29,600 |
Adjusted diluted net income per share | $ 0.20 | $ 0.28 | $ 1.06 | $ 1.01 |
Calculations above assume a 40.5 and 35.5 percent effective tax rate for the three months ended December 31, 2012 and 2011, respectively. The assumed effective tax rates for the twelve months ended December 31, 2012 and 2011 are 18.9 and 35.5 percent, respectively. |
Consolidated Communications Holdings, Inc. | ||||||
Key Operating Statistics | ||||||
(Unaudited) | ||||||
Actuals | Actuals | Pro Forma | Pro Forma | Pro Forma | ||
December 31, | September 30, | June 30, | March 31, | December 31, | ||
2012 | 2012 | 2012 | 2012 | 2011 | ||
ILEC access lines | ||||||
Residential | 153,855 | 155,274 | 157,293 | 159,141 | 161,080 | |
Business | 114,742 | 115,686 | 117,070 | 117,910 | 119,628 | |
Total local access lines | 268,597 | 270,960 | 274,363 | 277,051 | 280,708 | |
Quarterly change | (0.9%) | (1.2%) | (1.0%) | (1.3%) | (1.4%) | |
Voice Connections [1] | ||||||
Residential | 78,811 | 80,097 | 81,190 | 82,850 | 83,793 | |
Business | 50,918 | 51,360 | 51,852 | 52,232 | 52,424 | |
Total voice connections | 129,729 | 131,457 | 133,042 | 135,082 | 136,217 | |
Quarterly change | (1.3%) | (1.2%) | (1.5%) | (0.8%) | (0.2%) | |
Data and Internet Connections [2] | 247,633 | 246,817 | 242,681 | 238,562 | 236,554 | |
Quarterly change | 0.3% | 1.7% | 1.7% | 0.8% | 1.5% | |
Res. penetration of marketable homes | 30.2% | 30.2% | 30.1% | 30.3% | 30.2% | |
Video Connections [2] | 106,137 | 105,202 | 102,837 | 102,006 | 100,753 | |
Quarterly change | 0.9% | 2.3% | 0.8% | 1.2% | 2.7% | |
Res. penetration of marketable homes | 20.3% | 20.2% | 19.9% | 20.0% | 19.9% | |
Total Connections | 752,096 | 754,436 | 752,923 | 752,701 | 754,232 | |
Quarterly change | (0.3%) | 0.2% | 0.0% | (0.2%) | 0.3% | |
Network Stats - Marketable Homes | ||||||
Fiber homes | 194,895 | 192,475 | 187,591 | 182,639 | 180,257 | |
HFC homes | 94,418 | 94,272 | 94,258 | 94,251 | 94,022 | |
Copper homes | 399,547 | 399,547 | 399,547 | 399,547 | 399,547 | |
Total | 688,860 | 686,294 | 681,396 | 676,437 | 673,826 | |
Data marketable homes | 676,432 | 673,866 | ||||
% of total marketable homes | 98% | 98% | ||||
Video marketable homes | 524,019 | 520,706 | ||||
% of total marketable homes | 76% | 76% | ||||
Note: The figures in the table, excluding ILEC access lines, do not include SureWest business subscribers. | ||||||
[1] These include voice lines outside the ILECs and Voice-over-IP inside the ILECs. | ||||||
[2] These connections are both residential and business (excluding SureWest business subscribers). They include services both inside and outside the ILECs. |
CONTACT: Matt Smith Treasurer & Investor Relations 217-258-2959 matthew.smith@consolidated.com