Exhibit 99.1
Consolidated Communications Announces
Second Quarter 2024 Financial Results
MATTOON, Ill. – August 6, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today reported results for second quarter 2024.
Second Quarter 2024 Results
| ● | Revenue totaled $268.7 million |
| ● | Overall consumer revenue was $112.7 million |
| ● | Consumer fiber broadband revenue was $45.4 million |
| ● | Total consumer broadband net adds were 3,6701 |
| ● | Consumer broadband revenue was $81.4 million |
| ● | Commercial data services revenue was $54.6 million |
| ● | Carrier data-transport revenue was $30.3 million |
| ● | Net loss was ($66.7 million). Adjusted EBITDA was $84.2 million |
| ● | Total committed capital expenditures were $102.7 million |
Cost of services and products and selling, general and administrative expenses collectively decreased $3.2 million versus the prior year largely due to lower video programming costs, a reduction in contract labor costs, and lower salaries driven by certain cost savings initiatives. The decrease was partly offset by higher professional fees for various system enhancements, customer service improvements and strategic initiatives.
Net interest expense was $44.1 million, an increase of $7.2 million versus the prior year, primarily as a result of higher interest rates on the term loan, interest from borrowings on the revolving credit facility, and decreased interest income due to lower cash holdings in the current quarter. At June 30, 2024, the Company had 72% of its total outstanding debt at a fixed rate through September 2026. As of June 30, 2024, the weighted average cost of debt was 7.18%.
Net loss in the second quarter of 2024 was ($66.7 million) compared to net loss of ($119.0 million) in the second quarter of 2023. The net loss in 2023 included an impairment loss of ($77.8 million) recorded in relation to the Washington assets. Net loss per share was ($0.58) in the second quarter of 2024 as compared to net loss per share of ($1.05) in the second 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 ($0.37) compared to ($0.28) in the second quarter of 2023.
1 Normalized for the divestiture of the Company’s Washington assets, which closed on May 1, 2024.
Refer to the tables contained in this press release for a reconciliation of all non-GAAP measures.
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Capital Expenditures
Total committed capital expenditures were $102.7 million, driven by 32,961 new fiber passings, second quarter fiber adds, and the usage of existing inventory for install and build activity.
Capital Structure
As of June 30, 2024, the Company maintained liquidity with cash and short-term investments of approximately $5 million, as well as $75 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.
Washington Asset Sale
On May 1, 2024, Consolidated completed the sale of its Washington assets.
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 will result in Consolidated becoming a private company and 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 over 63,000 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.
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
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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, 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
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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 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.
Investor and Media Contacts
Philip Kranz, Investor Relations
+1 217-238-8480
Philip.kranz@consolidated.com
Jennifer Spaude, Media Relations
+1 507-386-3765
Jennifer.spaude@consolidated.com
# # #
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Condensed Consolidated Balance Sheets
(Dollars in thousands, except share and per share amounts)
(Unaudited)
| | June 30, | | December 31, | ||
|
| 2024 |
| 2023 | ||
ASSETS | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 5,327 | | $ | 4,765 |
Accounts receivable, net | | | 127,359 | | | 121,194 |
Income tax receivable | | | 3,470 | | | 2,880 |
Prepaid expenses and other current assets | | | 57,321 | | | 56,843 |
Assets held for sale | | | — | | | 70,473 |
Total current assets | | | 193,477 | | | 256,155 |
| | | | | | |
Property, plant and equipment, net | | | 2,494,789 | | | 2,449,009 |
Investments | | | 8,628 | | | 8,887 |
Goodwill | | | 814,624 | | | 814,624 |
Customer relationships, net | | | 10,470 | | | 18,616 |
Other intangible assets | | | 10,557 | | | 10,557 |
Other assets | | | 77,771 | | | 70,578 |
Total assets | | $ | 3,610,316 | | $ | 3,628,426 |
| | | | | | |
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY | | | | | | |
Current liabilities: | | | | | | |
Accounts payable | | $ | 39,820 | | $ | 60,073 |
Advance billings and customer deposits | | | 48,539 | | | 44,478 |
Accrued compensation | | | 56,243 | | | 58,151 |
Accrued interest | | | 19,931 | | | 18,694 |
Accrued expense | | | 83,645 | | | 114,022 |
Current portion of long-term debt and finance lease obligations | | | 20,601 | | | 18,425 |
Liabilities held for sale | | | — | | | 3,402 |
Total current liabilities | | | 268,779 | | | 317,245 |
| | | | | | |
Long-term debt and finance lease obligations | | | 2,268,663 | | | 2,134,916 |
Deferred income taxes | | | 189,987 | | | 210,648 |
Pension and other post-retirement obligations | | | 135,488 | | | 137,616 |
Other long-term liabilities | | | 49,350 | | | 48,637 |
Total liabilities | | | 2,912,267 | | | 2,849,062 |
| | | | | | |
Series A Preferred Stock, par value $0.01 per share; 10,000,000 shares authorized, 434,266 shares outstanding as of June 30, 2024 and December 31, 2023; liquidation preference of $544,335 and $520,957 as of June 30, 2024 and December 31, 2023, respectively | | | 395,969 | | | 372,590 |
| | | | | | |
Shareholders' equity: | | | | | | |
Common stock, par value $0.01 per share; 150,000,000 shares authorized, 118,477,091 and 116,172,568 shares outstanding as of June 30, 2024 and December 31, 2023, respectively | | | 1,185 | | | 1,162 |
Additional paid-in capital | | | 662,422 | | | 681,757 |
Accumulated deficit | | | (352,849) | | | (262,380) |
Accumulated other comprehensive loss, net | | | (17,043) | | | (21,872) |
Noncontrolling interest | | | 8,365 | | | 8,107 |
Total shareholders' equity | | | 302,080 | | | 406,774 |
Total liabilities, mezzanine equity and shareholders' equity | | $ | 3,610,316 | | $ | 3,628,426 |
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Consolidated Communications Holdings, Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
| | | | | | | | | | | | |
Net revenues | | $ | 268,709 | | $ | 275,162 | | $ | 543,384 | | $ | 551,288 |
Operating expenses: | | | | | | | | | | | | |
Cost of services and products | | | 114,006 | | | 126,967 | | | 227,465 | | | 258,905 |
Selling, general and administrative expenses | | | 93,288 | | | 83,565 | | | 177,243 | | | 164,849 |
Transaction costs | | | 3,175 | | | — | | | 6,100 | | | — |
Loss on impairment of assets held for sale | | | — | | | 77,755 | | | — | | | 77,755 |
Loss on disposal of assets | | | — | | | 2,384 | | | — | | | 5,688 |
Depreciation and amortization | | | 79,809 | | | 79,538 | | | 160,442 | | | 157,237 |
Loss from operations | | | (21,569) | | | (95,047) | | | (27,866) | | | (113,146) |
Other income (expense): | | | | | | | | | | | | |
Interest expense, net of interest income | | | (44,132) | | | (36,903) | | | (86,583) | | | (70,763) |
Other, net | | | 292 | | | 5,410 | | | 1,885 | | | 8,168 |
Loss before income taxes | | | (65,409) | | | (126,540) | | | (112,564) | | | (175,741) |
Income tax benefit | | | (10,581) | | | (18,448) | | | (22,353) | | | (30,688) |
Net loss | | | (54,828) | | | (108,092) | | | (90,211) | | | (145,053) |
Less: dividends on Series A preferred stock | | | 11,692 | | | 10,704 | | | 23,379 | | | 21,291 |
Less: net income attributable to noncontrolling interest | | | 145 | | | 161 | | | 258 | | | 304 |
Net loss attributable to common shareholders | | $ | (66,665) | | $ | (118,957) | | $ | (113,848) | | $ | (166,648) |
| | | | | | | | | | | | |
Net loss per basic and diluted common shares attributable to common shareholders | | $ | (0.58) | | $ | (1.05) | | $ | (1.00) | | $ | (1.47) |
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Consolidated Communications Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
OPERATING ACTIVITIES | | | | | | | | | | | | |
Net loss | | $ | (54,828) | | $ | (108,092) | | $ | (90,211) | | $ | (145,053) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 79,809 | | | 79,538 | | | 160,442 | | | 157,237 |
Deferred income tax expense (benefit) | | | (10,580) | | | (19,020) | | | (22,371) | | | (31,259) |
Pension and post-retirement contributions in excess of expense | | | (1,577) | | | (2,676) | | | (3,279) | | | (5,537) |
Non-cash, stock-based compensation | | | 3,030 | | | 2,388 | | | 4,711 | | | 3,187 |
Amortization of deferred financing costs and discounts | | | 1,985 | | | 1,874 | | | 3,942 | | | 3,721 |
Loss on impairment of assets held for sale | | | — | | | 77,755 | | | — | | | 77,755 |
Loss on disposal of assets | | | — | | | 2,384 | | | — | | | 5,688 |
Other adjustments, net | | | 1,170 | | | (2,443) | | | (113) | | | (2,861) |
Changes in operating assets and liabilities, net | | | (27,211) | | | (19,475) | | | (55,653) | | | 4,441 |
Net cash provided by (used in) operating activities | | | (8,202) | | | 12,233 | | | (2,532) | | | 67,319 |
INVESTING ACTIVITIES | | | | | | | | | | | | |
Purchase of property, plant and equipment, net | | | (85,545) | | | (150,034) | | | (183,577) | | | (280,860) |
Proceeds from sale of assets | | | 156 | | | 6,509 | | | 232 | | | 6,801 |
Proceeds from business dispositions, net | | | 67,458 | | | — | | | 67,458 | | | — |
Proceeds from sale and maturity of investments | | | — | | | 90,000 | | | 714 | | | 91,623 |
Net cash used in investing activities | | | (17,931) | | | (53,525) | | | (115,173) | | | (182,436) |
FINANCING ACTIVITIES | | | | | | | | | | | | |
Proceeds from issuance of long-term debt | | | 30,000 | | | — | | | 130,000 | | | — |
Payment of finance lease obligations | | | (5,317) | | | (4,007) | | | (10,154) | | | (7,121) |
Payment of financing costs | | | (430) | | | — | | | (934) | | | — |
Share repurchases for minimum tax withholding | | | (156) | | | — | | | (645) | | | (1,036) |
Net cash provided by (used in) financing activities | | | 24,097 | | | (4,007) | | | 118,267 | | | (8,157) |
Net change in cash and cash equivalents | | | (2,036) | | | (45,299) | | | 562 | | | (123,274) |
Cash and cash equivalents at beginning of period | | | 7,363 | | | 247,877 | | | 4,765 | | | 325,852 |
Cash and cash equivalents at end of period | | $ | 5,327 | | $ | 202,578 | | $ | 5,327 | | $ | 202,578 |
Page 7 of 15
Consolidated Communications Holdings, Inc.
Consolidated Revenue by Category
(Dollars in thousands)
(Unaudited)
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Consumer: | | | | | | | | | | | | |
Broadband (Data and VoIP) | | $ | 81,405 | | $ | 71,339 | | $ | 161,287 | | $ | 139,300 |
Voice services | | | 27,965 | | | 31,352 | | | 56,301 | | | 63,615 |
Video services | | | 3,312 | | | 9,362 | | | 9,938 | | | 18,956 |
| | | 112,682 | | | 112,053 | | | 227,526 | | | 221,871 |
Commercial: | | | | | | | | | | | | |
Data services (includes VoIP) | | | 54,571 | | | 53,230 | | | 109,252 | | | 106,364 |
Voice services | | | 30,509 | | | 32,236 | | | 61,220 | | | 64,867 |
Other | | | 8,295 | | | 10,378 | | | 17,259 | | | 20,134 |
| | | 93,375 | | | 95,844 | | | 187,731 | | | 191,365 |
Carrier: | | | | | | | | | | | | |
Data and transport services | | | 30,263 | | | 31,224 | | | 61,311 | | | 64,147 |
Voice services | | | 3,610 | | | 4,263 | | | 7,404 | | | 8,630 |
Other | | | 284 | | | 313 | | | 519 | | | 663 |
| | | 34,157 | | | 35,800 | | | 69,234 | | | 73,440 |
| | | | | | | | | | | | |
Subsidies | | | 6,373 | | | 7,072 | | | 13,179 | | | 14,108 |
Network access | | | 21,143 | | | 22,747 | | | 43,611 | | | 47,191 |
Other products and services | | | 979 | | | 1,646 | | | 2,103 | | | 3,313 |
Total operating revenue | | $ | 268,709 | | $ | 275,162 | | $ | 543,384 | | $ | 551,288 |
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Consolidated Communications Holdings, Inc.
Consolidated Revenue Trend by Category
(Dollars in thousands)
(Unaudited)
| | Three Months Ended | |||||||||||||
|
| Q2 2024 |
| Q1 2024 |
| Q4 2023 |
| Q3 2023 |
| Q2 2023 | |||||
Consumer: | | | | | | | | | | | | | | | |
Broadband (Data and VoIP) | | $ | 81,405 | | $ | 79,882 | | $ | 76,458 | | $ | 75,089 | | $ | 71,339 |
Voice services | | | 27,965 | | | 28,336 | | | 29,935 | | | 31,616 | | | 31,352 |
Video services | | | 3,312 | | | 6,626 | | | 7,460 | | | 8,541 | | | 9,362 |
| | | 112,682 | | | 114,844 | | | 113,853 | | | 115,246 | | | 112,053 |
Commercial: | | | | | | | | | | | | | | | |
Data services (includes VoIP) | | | 54,571 | | | 54,681 | | | 54,473 | | | 53,870 | | | 53,230 |
Voice services | | | 30,509 | | | 30,711 | | | 31,217 | | | 31,825 | | | 32,236 |
Other | | | 8,295 | | | 8,964 | | | 10,521 | | | 9,228 | | | 10,378 |
| | | 93,375 | | | 94,356 | | | 96,211 | | | 94,923 | | | 95,844 |
Carrier: | | | | | | | | | | | | | | | |
Data and transport services | | | 30,263 | | | 31,048 | | | 31,713 | | | 31,388 | | | 31,224 |
Voice services | | | 3,610 | | | 3,794 | | | 2,868 | | | 4,090 | | | 4,263 |
Other | | | 284 | | | 235 | | | 243 | | | 262 | | | 313 |
| | | 34,157 | | | 35,077 | | | 34,824 | | | 35,740 | | | 35,800 |
| | | | | | | | | | | | | | | |
Subsidies | | | 6,373 | | | 6,806 | | | 6,902 | | | 6,878 | | | 7,072 |
Network access | | | 21,143 | | | 22,468 | | | 22,217 | | | 20,842 | | | 22,747 |
Other products and services | | | 979 | | | 1,124 | | | 1,171 | | | 10,025 | | | 1,646 |
Total operating revenue | | $ | 268,709 | | $ | 274,675 | | $ | 275,178 | | $ | 283,654 | | $ | 275,162 |
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Consolidated Communications Holdings, Inc.
Reconciliation of Historical Revenue by Category to Normalized Revenue by Category
(Dollars in thousands)
(Unaudited)
| | Three Months Ended | | Three Months Ended | ||||||||||||||
| | June 30, 2024 | | June 30, 2023 | ||||||||||||||
|
| Historical |
| Adjustments (1) |
| Normalized |
| Historical | | Adjustments (1) | | Normalized | ||||||
Consumer: | | | | | | | | | | | | | | | | | | |
Broadband (Data and VoIP) | | $ | 81,405 | | $ | (659) | | $ | 80,746 | | $ | 71,339 | | $ | (2,065) | | $ | 69,274 |
Voice services | | | 27,965 | | | (228) | | | 27,737 | | | 31,352 | | | (769) | | | 30,583 |
Video services | | | 3,312 | | | — | | | 3,312 | | | 9,362 | | | (172) | | | 9,190 |
| | | 112,682 | | | (887) | | | 111,795 | | | 112,053 | | | (3,006) | | | 109,047 |
Commercial: | | | | | | | | | | | | | | | | | | |
Data services (includes VoIP) | | | 54,571 | | | (165) | | | 54,406 | | | 53,230 | | | (434) | | | 52,796 |
Voice services | | | 30,509 | | | (139) | | | 30,370 | | | 32,236 | | | (445) | | | 31,791 |
Other | | | 8,295 | | | (6) | | | 8,289 | | | 10,378 | | | (33) | | | 10,345 |
| | | 93,375 | | | (310) | | | 93,065 | | | 95,844 | | | (912) | | | 94,932 |
Carrier: | | | | | | | | | | | | | | | | | | |
Data and transport services | | | 30,263 | | | (6) | | | 30,257 | | | 31,224 | | | (20) | | | 31,204 |
Voice services | | | 3,610 | | | — | | | 3,610 | | | 4,263 | | | (5) | | | 4,258 |
Other | | | 284 | | | (4) | | | 280 | | | 313 | | | (13) | | | 300 |
| | | 34,157 | | | (10) | | | 34,147 | | | 35,800 | | | (38) | | | 35,762 |
| | | | | | | | | | | | | | | | | | |
Subsidies | | | 6,373 | | | (204) | | | 6,169 | | | 7,072 | | | (621) | | | 6,451 |
Network access | | | 21,143 | | | (126) | | | 21,017 | | | 22,747 | | | (420) | | | 22,327 |
Other products and services | | | 979 | | | (13) | | | 966 | | | 1,646 | | | (59) | | | 1,587 |
Total operating revenue | | $ | 268,709 | | $ | (1,550) | | $ | 267,159 | | $ | 275,162 | | $ | (5,056) | | $ | 270,106 |
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)
| | Six Months Ended | | Six Months Ended | ||||||||||||||
| | June 30, 2024 | | June 30, 2023 | ||||||||||||||
|
| Historical |
| Adjustments (1) |
| Normalized |
| Historical | | Adjustments (1) | | Normalized | ||||||
Consumer: | | | | | | | | | | | | | | | | | | |
Broadband (Data and VoIP) | | $ | 161,287 | | $ | (2,644) | | $ | 158,643 | | $ | 139,300 | | $ | (4,091) | | $ | 135,209 |
Voice services | | | 56,301 | | | (930) | | | 55,371 | | | 63,615 | | | (1,547) | | | 62,068 |
Video services | | | 9,938 | | | — | | | 9,938 | | | 18,956 | | | (344) | | | 18,612 |
| | | 227,526 | | | (3,574) | | | 223,952 | | | 221,871 | | | (5,982) | | | 215,889 |
Commercial: | | | | | | | | | | | | | | | | | | |
Data services (includes VoIP) | | | 109,252 | | | (690) | | | 108,562 | | | 106,364 | | | (851) | | | 105,513 |
Voice services | | | 61,220 | | | (573) | | | 60,647 | | | 64,867 | | | (923) | | | 63,944 |
Other | | | 17,259 | | | (33) | | | 17,226 | | | 20,134 | | | (52) | | | 20,082 |
| | | 187,731 | | | (1,296) | | | 186,435 | | | 191,365 | | | (1,826) | | | 189,539 |
Carrier: | | | | | | | | | | | | | | | | | | |
Data and transport services | | | 61,311 | | | (25) | | | 61,286 | | | 64,147 | | | (40) | | | 64,107 |
Voice services | | | 7,404 | | | (1) | | | 7,403 | | | 8,630 | | | (5) | | | 8,625 |
Other | | | 519 | | | (17) | | | 502 | | | 663 | | | (26) | | | 637 |
| | | 69,234 | | | (43) | | | 69,191 | | | 73,440 | | | (71) | | | 73,369 |
| | | | | | | | | | | | | | | | | | |
Subsidies | | | 13,179 | | | (812) | | | 12,367 | | | 14,108 | | | (1,231) | | | 12,877 |
Network access | | | 43,611 | | | (541) | | | 43,070 | | | 47,191 | | | (858) | | | 46,333 |
Other products and services | | | 2,103 | | | (56) | | | 2,047 | | | 3,313 | | | (119) | | | 3,194 |
Total operating revenue | | $ | 543,384 | | $ | (6,322) | | $ | 537,062 | | $ | 551,288 | | $ | (10,087) | | $ | 541,201 |
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 | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Net loss | | $ | (54,828) | | $ | (108,092) | | $ | (90,211) | | $ | (145,053) |
Add (subtract): | | | | | | | | | | | | |
Income tax benefit | | | (10,581) | | | (18,448) | | | (22,353) | | | (30,688) |
Interest expense, net | | | 44,132 | | | 36,903 | | | 86,583 | | | 70,763 |
Depreciation and amortization | | | 79,809 | | | 79,538 | | | 160,442 | | | 157,237 |
EBITDA | | | 58,532 | | | (10,099) | | | 134,461 | | | 52,259 |
| | | | | | | | | | | | |
Adjustments to EBITDA (1): | | | | | | | | | | | | |
Other, net (2) | | | 22,616 | | | 5,441 | | | 33,343 | | | 15,471 |
Pension/OPEB benefit | | | 62 | | | (931) | | | 124 | | | (2,072) |
Loss on disposal of assets | | | — | | | 2,384 | | | — | | | 5,688 |
Loss on impairment | | | — | | | 77,755 | | | — | | | 77,755 |
Non-cash compensation (3) | | | 3,030 | | | 2,388 | | | 4,711 | | | 3,187 |
Adjusted EBITDA | | $ | 84,240 | | $ | 76,938 | | $ | 172,639 | | $ | 152,288 |
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, acquisition 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 | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Net loss | | $ | (54,828) | | $ | (108,092) | | $ | (90,211) | | $ | (145,053) |
Less: dividends on Series A preferred stock | | | 11,692 | | | 10,704 | | | 23,379 | | | 21,291 |
Less: net income attributable to noncontrolling interest | |
| 145 | |
| 161 | |
| 258 | |
| 304 |
Net loss attributable to common shareholders | |
| (66,665) | |
| (118,957) | |
| (113,848) | |
| (166,648) |
| | | | | | | | | | | | |
Adjustments to net loss attributable to common shareholders: | | | | | | | | | | | | |
Dividends on Series A preferred stock | | | 11,692 | | | 10,704 | | | 23,379 | | | 21,291 |
Transaction and severance related costs, net of tax | | | 4,902 | | | 1,314 | | | 8,093 | | | 3,962 |
Loss on impairment of assets held for sale | | | — | | | 77,755 | | | — | | | 77,755 |
Loss on disposition of assets, net of tax | | | — | | | 1,761 | | | — | | | 4,202 |
Non-cash interest expense for swaps, net of tax | | | — | | | (293) | | | — | | | (631) |
Tax impact of non-deductible goodwill | | | 6,112 | | | (5,901) | | | 6,112 | | | (5,901) |
Non-cash stock compensation, net of tax | | | 2,238 | | | 1,764 | | | 3,479 | | | 2,354 |
Adjusted net loss | | $ | (41,721) | | $ | (31,853) | | $ | (72,785) | | $ | (63,616) |
| | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | 114,255 | | | 113,050 | | | 114,195 | | | 112,995 |
| | | | | | | | | | | | |
Adjusted diluted net loss per common share | | $ | (0.37) | | $ | (0.28) | | $ | (0.64) | | $ | (0.56) |
Notes:
Calculations above assume a 26.15% effective tax rate for the three and six months ended June 30, 2024 and 26.13% effective tax rate for the three and six months ended June 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 | ||||||||
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 |
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 |
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 |
% Fiber Gig+ Coverage/Total Passings | | | 38% | | | 40% | | | 43% | | | 45% | | | 47% | | | 47% | | | 47% | | | 49% |
| | | | | | | | | | | | | | | | | | | | | | | | |
Consumer Broadband Connections | | | | | | | | | | | | | | | | | | | | | | | | |
Fiber Gig+ Capable (5) | | | 122,872 | | | 135,209 | | | 153,860 | | | 175,748 | | | 195,195 | | | 195,195 | | | 213,997 | | | 231,187 |
DSL/Copper (5) | | | 244,586 | | | 234,653 | | | 222,969 | | | 210,473 | | | 198,024 | | | 198,024 | | | 185,560 | | | 163,199 |
Total Consumer Broadband Connections (5) | | | 367,458 | | | 369,862 | | | 376,829 | | | 386,221 | | | 393,219 | | | 393,219 | | | 399,557 | | | 394,386 |
| | | | | | | | | | | | | | | | | | | | | | | | |
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 |
DSL/Copper Net Adds (6) | | | (39,351) | | | (9,933) | | | (11,684) | | | (12,496) | | | (12,449) | | | (46,562) | | | (12,464) | | | (14,089) |
Total Consumer Broadband Net Adds (6) | | | 724 | | | 2,404 | | | 6,967 | | | 9,392 | | | 6,998 | | | 25,761 | | | 6,338 | | | 3,670 |
| | | | | | | | | | | | | | | | | | | | | | | | |
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% |
DSL/Copper (on DSL/copper passings) | | | 15.1% | | | 15.0% | | | 14.8% | | | 14.5% | | | 14.1% | | | 14.1% | | | 13.3% | | | 12.3% |
Total Consumer Broadband Penetration % | | | 14.0% | | | 14.1% | | | 14.3% | | | 14.7% | | | 14.9% | | | 14.9% | | | 15.1% | | | 15.2% |
| | | | | | | | | | | | | | | | | | | | | | | | |
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 |
DSL/Copper | | $ | 53.36 | | $ | 53.21 | | $ | 55.88 | | $ | 57.18 | | $ | 56.27 | | $ | 55.83 | | $ | 59.69 | | $ | 60.88 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Churn | | | | | | | | | | | | | | | | | | | | | | | | |
Fiber Consumer Broadband Churn (6) | | | 1.1% | | | 1.0% | | | 1.3% | | | 1.3% | | | 1.2% | | | 1.2% | | | 1.1% | | | 1.4% |
DSL/Copper Consumer Broadband Churn (6) | | | 1.6% | | | 1.5% | | | 1.7% | | | 2.0% | | | 2.0% | | | 1.8% | | | 2.0% | | | 2.4% |
| | | | | | | | | | | | | | | | | | | | | | | | |
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 |
Copper and Other Broadband Revenue | | | 190,112 | | | 41,825 | | | 41,726 | | | 41,085 | | | 38,542 | | | 163,179 | | | 38,268 | | | 35,992 |
Total Consumer Broadband Revenue | | $ | 272,146 | | $ | 67,961 | | $ | 71,339 | | $ | 75,089 | | $ | 76,458 | | $ | 290,847 | | $ | 79,882 | | $ | 81,406 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Consumer Voice Connections (5) | | | 276,779 | | | 267,509 | | | 258,680 | | | 249,081 | | | 239,587 | | | 239,587 | | | 229,523 | | | 213,472 |
| | | | | | | | | | | | | | | | | | | | | | | | |
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 |
| | | | | | | | | | | | | | | | | | | | | | | | |
On-net buildings | | | 14,427 | | | 14,520 | | | 14,735 | | | 14,928 | | | 15,105 | | | 15,105 | | | 15,254 | | | 15,381 |
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 six months ended June 30, 2024, an additional 32,961 and 43,744 passings were upgraded to FttP, respectively, and total fiber passings were 1,273,926 or 49% of the Company's service area at June 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