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):  April 30, 2020

_______________________________

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)	(I.R.S. Employer Identification No.)

121 South 17th Street

Mattoon, Illinois 61938-3987

(Address of Principal Executive Offices) (Zip Code)

(217) 235-3311

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock – $0.01 par value	CNSL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 30, 2020, Consolidated Communications Holdings, Inc. issued a press release to report its results of operations and financial condition as of and for the quarter ended March 31, 2020.  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 7.01. Regulation FD Disclosure.

On April 30, 2020, the Company posted an investor presentation to the "Investor Relations" section of the Company's website at http://ir.consolidated.com. A copy of the investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Form 8-K, including Exhibit 99.2, 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

No.	Description
99.1	Press release dated April 30, 2020
99.2	Investor presentation dated April 30, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date: April 30, 2020	By:	/s/ Steven L. Childers
		Steven L. Childers
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Consolidated Communications Reports First Quarter 2020 Results

Company delivered strong performance and stable Adjusted EBITDA; Reduced debt by $43 million and executing on Capital Allocation Plan 

First Quarter Highlights

• Revenue totaled $325.7 million, generating Adjusted EBITDA of $131.6 million
• Data-transport and broadband revenue both grew 1.6 percent
• Operating activities generated net cash of $85 million
• Operating expenses, excluding depreciation and amortization, improved by $17 million or 8 percent
• Debt reduced by $43 million and leverage ratio lowered to 4.23x

MATTOON, Ill., April 30, 2020 (GLOBE NEWSWIRE) -- Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”) reported results for the first quarter 2020 and will hold a conference call and simultaneous webcast to discuss its results and developments today at 10 a.m. E.T.

“During this time and in response to the COVID-19 pandemic, we are first and foremost focused on ensuring the safety of our employees and customers, while maintaining business continuity,” said Bob Udell, president and chief executive officer of Consolidated Communications. “As a critical infrastructure provider, we have responded quickly to identify new and innovative ways to serve our customers. We are effectively managing a substantial increase in service orders and bandwidth upgrades, while maintaining reliable services and support to all customers. Our network is performing as designed against a heavier load of voice and data traffic even considering our no cap policy on broadband services.” 

“I want to especially thank our teams who continue to work tirelessly and demonstrate flexibility and commitment to ensure business resiliency. As an essential partner, we are here to support our customers and the communities we serve with critical communication solutions, and look forward to being part of the economic recovery.”

“2020 began with strong momentum, improving revenue trends and stable Adjusted EBITDA, both of which contributed to significant debt reduction in the first quarter,” added Udell. “I’m very pleased with the revenue growth within data-transport and broadband services, both of which grew approximately 2 percent in the quarter. Additionally, we continued to improve our cost structure as we reduced operating expenses by 8 percent in the recent quarter.”     

Financial Results for the First Quarter   

• Revenue totaled $325.7 million, a decline of 3.8 percent compared to first quarter 2019.
  
  
  • Data and transport service revenue increased 1.6 percent or $1.4 million.
  • Commercial and carrier other revenue was down $3.5 million primarily due to timing on equipment sales.
  • Broadband revenue increased 1.6 percent or $991,000.
  • Voice services revenue across all customer channels declined 5.4 percent or $5.1 million. This reflects a moderated level of decline compared to prior periods.
  • Network access revenues declined $5.1 million primarily due to declines in special access.
    
    
• Income from operations increased to $37.4 million compared to $16.7 million in the first quarter of 2019. The change was primarily due to operating expense reductions of $17.1 million that were largely attributed to ongoing cost savings initiatives along with continued network cost optimization. Depreciation and amortization expense declined $16.5 million primarily due to certain acquired assets, which became fully depreciated.
  
  
• Net interest expense was $32.1 million, down $2.2 million from the same period last year. As of March 31, our weighted average cost of debt was approximately 5.3 percent.
  
  
• Cash distributions from the Company’s wireless partnerships totaled $10.1 million, compared to $7.3 million for the prior year period.  
   
• Other income was $15.2 million compared to income of $7.2 million one year ago. The change was primarily due to higher income from the Company’s minority interest in wireless partnerships combined with a gain of $3.7 million on an asset sale.  
  
  
• On a GAAP basis, net income was $15.6 million, compared to a net loss of $7.2 million for the same period last year. GAAP net income per share was $0.22. Adjusted diluted net income (loss) per share excludes certain items as outlined in the table provided in this release. Adjusted diluted net income per share was $0.23 in the first quarter of 2020, compared to a net loss per share of $(0.03) in the first quarter of 2019. 
  
  
• Adjusted EBITDA was $131.6 million, up compared to $130.3 million in the first quarter last year.
  
  
• The total net debt to last 12-month Adjusted EBITDA ratio improved to 4.23x, as the Company committed substantially all of its free cash flow towards $43 million in debt reduction in the first quarter. 
  
  
• Capital expenditures totaled $42.4 million in the first quarter driven by success-based, fiber and wireless tower projects and broadband network investments. 

Guidance

Due to the lack of visibility related to the COVID-19 pandemic and recovery, the Company has withdrawn financial guidance at this time.

Conference Call Information

Consolidated’s first-quarter earnings conference call will be webcast today at 10 a.m. ET. The live webcast and replay will be available on the Investor Relations section of the Company’s website at http://ir.consolidated.com.

About Consolidated Communications 

Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) is a leading broadband and business communications provider serving consumers, businesses, and wireless and wireline carriers across rural and metro communities and a 23-state service area. Leveraging an advanced fiber network spanning 37,500 fiber route miles, Consolidated Communications offers a wide range of communications solutions, including: high-speed Internet, data, phone, security, managed services, cloud services and wholesale, carrier solutions. From our first connection 125 years ago, Consolidated is dedicated to turning technology into solutions, connecting people and enriching how they work and live. Visit www.consolidated.com for more information.

Use of Non-GAAP Financial Measures                         

This press release, as well as the conference call, includes disclosures regarding “EBITDA,” “adjusted EBITDA,” “total net debt to last twelve month adjusted EBITDA ratio,” “free cash flow” and “adjusted diluted net income (loss) per share,” all of which are non-GAAP financial measures and described in this section as not being in compliance with Regulation S-X. 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 our credit agreement in place at the end of each quarter in the periods presented.  The tables that follow include an explanation of how adjusted EBITDA is calculated for each of the periods presented with the reconciliation to net income.  EBITDA is defined as net earnings 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.  We present the related “total net debt to last twelve month adjusted EBITDA 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 measures differ in certain respects from the ratios used in our senior notes indenture. 

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. Because adjusted EBITDA is a component of 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 this ratio is useful as a means to evaluate our ability to incur additional indebtedness in the future. 

Free cash flow represents net cash provided by operating activities adjusted for capital expenditures, cash dividends and proceeds received from the sale of assets. Free cash flow is a measure of operating cash flows available for corporate purposes after providing sufficient fixed asset additions. The tables that follow include a calculation of free cash flow for each of the periods presented with a reconciliation to net cash provided by operating activities. Free cash flow provides useful information to investors in the evaluation of our operating performance and liquidity.

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.
                       
Safe Harbor

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions.  Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the 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.  These risks and uncertainties include a number of factors related to our business, including the uncertainties relating to the impact of the novel coronavirus (COVID-19) pandemic on the company’s business, results of operations, cash flows, stock price and employees; economic and financial market conditions generally and economic conditions in our service areas;  various risks to the price and volatility of our common stock; changes in the valuation of pension plan assets; the substantial amount of debt and our ability to repay or refinance it or incur additional debt in the future; our need for a significant amount of cash to service and repay the debt  restrictions contained in our 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; risks associated with our possible pursuit of acquisitions; system failures; cyber-attacks, information or security breaches or technology failure of ours or of a third party; 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; new or changing tax laws or regulations; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of our 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; and risks associated with discontinuing paying dividends on our common stock. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail in our filings with the SEC, including our reports on Form 10-K and Form 10-Q.  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.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Consolidated Communications Holdings, Inc. and its subsidiaries to be different from those expressed or implied in the forward-looking statements.  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 communication.  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 SEC, we disclaim any intention or obligation to update or revise publicly any forward-looking statements.  You should not place undue reliance on forward-looking statements.

Company Contact                                                                      

Jennifer Spaude, Consolidated Communications
Phone:  507-386-3765
jennifer.spaude@consolidated.com

Consolidated Communications Holdings, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share and per share amounts)
(Unaudited)
	March 31,			December 31,
		2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	14,139		$	12,395
Accounts receivable, net		122,340			120,016
Income tax receivable		4,174			2,669
Prepaid expenses and other current assets		45,175			41,787
Total current assets		185,828			176,867
Property, plant and equipment, net		1,806,945			1,835,878
Investments		113,197			112,717
Goodwill		1,035,274			1,035,274
Customer relationships, net		151,407			164,069
Other intangible assets		10,557			10,557
Other assets		51,925			54,915
Total assets	$	3,355,133		$	3,390,277
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	19,902		$	30,936
Advance billings and customer deposits		47,224			45,710
Accrued compensation		56,105			57,069
Accrued interest		14,945			7,874
Accrued expense		73,776			75,406
Current portion of long-term debt and finance lease obligations		25,722			27,301
Total current liabilities		237,674			244,296
Long-term debt and finance lease obligations		2,209,748			2,250,677
Deferred income taxes		174,489			173,027
Pension and other post-retirement obligations		293,145			302,296
Other long-term liabilities		86,418			72,730
Total liabilities		3,001,474			3,043,026
Shareholders' equity:
Common stock, par value $0.01 per share; 100,000,000 shares
authorized, 73,041,782 and 71,961,045, shares outstanding
as of March 31, 2020 and December 31, 2019, respectively		731			720
Additional paid-in capital		493,125			492,246
Accumulated deficit		(55,775	)		(71,217	)
Accumulated other comprehensive loss, net		(90,868	)		(80,868	)
Noncontrolling interest		6,446			6,370
Total shareholders' equity		353,659			347,251
Total liabilities and shareholders' equity	$	3,355,133		$	3,390,277

Consolidated Communications Holdings, Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
	Three Months Ended
	March 31,
		2020			2019
Net revenues	$	325,662		$	338,649
Operating expenses:
Cost of services and products		137,755			148,319
Selling, general and administrative expenses		67,817			74,367
Depreciation and amortization		82,738			99,243
Income from operations		37,352			16,720
Other income (expense):
Interest expense, net of interest income		(32,095	)		(34,283	)
Gain on extinguishment of debt		234			-
Other income, net		15,173			7,232
Income (loss) before income taxes		20,664			(10,331	)
Income tax expense (benefit)		5,041			(3,145	)
Net income (loss)		15,623			(7,186	)
Less: net income attributable to noncontrolling interest		76			79
Net income (loss) attributable to common shareholders	$	15,547		$	(7,265	)
Net income (loss) per basic and diluted common shares
attributable to common shareholders	$	0.22		$	(0.11	)

Consolidated Communications Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
		Three Months Ended
		March 31,
			2020			2019
OPERATING ACTIVITIES
	Net income (loss)	$	15,623		$	(7,186	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization		82,738			99,243
	Cash distributions from wireless partnerships less than earnings		(307	)		(1,118	)
	Pension and post-retirement contributions in excess of expense		(8,571	)		(5,980	)
	Non-cash, stock-based compensation		890			1,498
	Amortization of deferred financing		1,196			1,213
	Gain on extinguishment of debt		(234	)		-
	Other adjustments, net		(4,138	)		397
	Changes in operating assets and liabilities, net		(2,207	)		(13,070	)
	Net cash provided by operating activities		84,990			74,997
INVESTING ACTIVITIES
	Purchase of property, plant and equipment, net		(42,389	)		(53,394	)
	Proceeds from sale of assets		2,187			865
	Proceeds from sale of investments		426			329
	Net cash used in investing activities		(39,776	)		(52,200	)
FINANCING ACTIVITIES
	Proceeds from issuance of long-term debt		10,000			51,000
	Payment of finance lease obligations		(2,674	)		(3,507	)
	Payment on long-term debt		(46,588	)		(45,588	)
	Repurchase of senior notes		(4,208	)		-
	Dividends on common stock		-			(27,577	)
	Net cash used in financing activities		(43,470	)		(25,672	)
Net change in cash and cash equivalents			1,744			(2,875	)
Cash and cash equivalents at beginning of period			12,395			9,599
Cash and cash equivalents at end of period		$	14,139		$	6,724

Consolidated Communications Holdings, Inc.
Consolidated Revenue by Category
(Dollars in thousands)
(Unaudited)
	Three Months Ended
	March 31,
		2020		2019
Commercial and carrier:
Data and transport services (includes VoIP)	$	89,572	$	88,126
Voice services		45,720		48,070
Other		11,712		15,176
		147,004		151,372
Consumer:
Broadband (VoIP and Data)		64,076		63,085
Video services		19,131		20,736
Voice services		43,176		45,879
		126,383		129,700
Subsidies		18,454		18,159
Network access		31,465		36,591
Other products and services		2,356		2,827
Total operating revenue	$	325,662	$	338,649

Consolidated Communications Holdings, Inc.
Consolidated Revenue by Category
(Dollars in thousands)
(Unaudited)
	Three Months Ended
	Q1 2020		Q4 2019		Q3 2019		Q2 2019		Q1 2019
Commercial and carrier:
Data and transport services (includes VoIP)	$	89,572	$	89,905	$	88,756	$	88,538	$	88,126
Voice services		45,720		46,510		46,606		47,136		48,070
Other		11,712		12,500		11,828		13,390		15,176
		147,004		148,915		147,190		149,064		151,372
Consumer:
Broadband (VoIP and Data)		64,076		64,474		65,456		64,068		63,085
Video services		19,131		19,838		20,463		20,341		20,736
Voice services		43,176		44,238		45,487		45,235		45,879
		126,383		128,550		131,406		129,644		129,700
Subsidies		18,454		18,122		18,025		18,134		18,159
Network access		31,465		33,056		34,211		34,198		36,591
Other products and services		2,356		2,392		2,494		2,492		2,827
Total operating revenue	$	325,662	$	331,035	$	333,326	$	333,532	$	338,649

Consolidated Communications Holdings, Inc.
Schedule of Adjusted EBITDA Calculation
(Dollars in thousands)
(Unaudited)
	Three Months Ended
	March 31,
		2020			2019
Net income (loss)	$	15,623		$	(7,186	)
Add (subtract):
Income tax expense (benefit)		5,041			(3,145	)
Interest expense, net		32,095			34,283
Depreciation and amortization		82,738			99,243
EBITDA		135,497			123,195
Adjustments to EBITDA (1):
Other, net (2)		(3,476	)		5,325
Investment income (accrual basis)		(10,579	)		(8,601	)
Investment distributions (cash basis)		10,064			7,290
Pension/OPEB expense		(584	)		1,604
Gain on extinguishment of debt		(234	)		-
Non-cash compensation (3)		890			1,498
Adjusted EBITDA	$	131,578		$	130,311
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.

Consolidated Communications Holdings, Inc.
Schedule of Free Cash Flow Calculation
(Dollars in thousands)
(Unaudited)
	Three Months Ended
	March 31,
		2020			2019
Net cash provided by operating activities	$	84,990		$	74,997
Add (subtract):
Capital expenditures		(42,389	)		(53,394	)
Dividends paid		-			(27,577	)
Proceeds from the sale of assets		2,187			865
Free cash flow	$	44,788		$	(5,109	)

Consolidated Communications Holdings, Inc.
Total Net Debt to LTM Adjusted EBITDA Ratio
(Dollars in thousands)
(Unaudited)
		March 31,
Summary of Outstanding Debt:		2020
Term loans, net of discount $5,250	$	1,774,875
Revolving loan		8,000
Senior unsecured notes due 2022, net of discount $1,817		438,692
Finance leases		21,345
Total debt as of March 31, 2020	$	2,242,912
Less deferred debt issuance costs		(7,442	)
Less cash on hand		(14,139	)
Total net debt as of March 31, 2020	$	2,221,331
Adjusted EBITDA for the twelve
months ended March 31, 2020	$	524,807
Total Net Debt to last twelve months
Adjusted EBITDA		4.23x

Consolidated Communications Holdings, Inc.
Adjusted Net Income (Loss) and Net Income (Loss) Per Share
(Dollars in thousands, except per share amounts)
(Unaudited)
	Three Months Ended
	March 31,
		2020			2019
Net income (loss)	$	15,623		$	(7,186	)
Integration and severance related costs, net of tax		297			3,378
Storm costs (recoveries), net of tax		82			271
Gain on extinguishment of debt, net of tax		(177	)		-
Non-cash interest expense for swaps, net of tax		(183	)		255
Non-cash stock compensation, net of tax		673			1,043
Adjusted net income (loss)	$	16,315		$	(2,239	)
Weighted average number of shares outstanding		71,153			70,813
Adjusted diluted net income (loss) per share	$	0.23		$	(0.03	)
Notes:
Calculations above assume a 24.4% and 30.4% effective tax rate for the three months ended March 31, 2020 and 2019, respectively.

Consolidated Communications Holdings, Inc.
Key Operating Statistics
(Unaudited)
	March 31,	December 31,	% Change	March 31,	% Change
	2020	2019	in Qtr	2019	YOY
Voice Connections	820,620	835,997	(1.8%)	887,357	(7.5%)
Data and Internet Connections	786,125	784,165	0.2%	780,720	0.7%
Video Connections	82,633	84,171	(1.8%)	91,269	(9.5%)
Business and Broadband as % of total revenue (1)	76.1%	75.8%	0.4%	76.3%	(0.2%)
Fiber route network miles (long-haul and metro)	37,757	37,511	0.7%	36,987	2.1%
On-net buildings	12,536	12,264	2.2%	10,702	17.1%
Consumer Customers	574,597	582,818	(1.4%)	616,091	(6.7%)
Consumer ARPU	$73.32	$73.52	(0.3%)	$70.17	4.5%
Notes:
(1) Business and Broadband revenue % includes: commercial/carrier, equipment sales and service, directory, consumer broadband and special access.

EX-99.2

EXHIBIT 99.2

Q1 2020 Earnings April 3 0, 2020

Safe Harbor The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward - looking information so that investors ca n better understand a company’s future prospects and make informed investment decisions. Certain statements in this communication are forward - looki ng statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward - looking statemen ts reflect, among other things, our current expectations, plans, strategies, and anticipated financial results. There are a number of risks, uncertaint ies, and conditions that may cause our actual results to differ materially from those expressed or implied by these forward - looking statements. These risks and uncertainties include a number of factors related to our business, including the uncertainties relating to the impact of the novel coronavirus (COVID - 19 ) pandemic on the company’s business, results of operations, cash flows, stock price and employees; economic and financial market conditions ge ner ally and economic conditions in our service areas; various risks to the price and volatility of our common stock; changes in the valuation of pen sion plan assets; the substantial amount of debt and our ability to repay or refinance it or incur additional debt in the future; our need for a si gni ficant amount of cash to service and repay the debt restrictions contained in our debt agreements that limit the discretion of management in operating the busin ess; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecom mun ications industry; risks associated with our possible pursuit of acquisitions; system failures; cyber - attacks, information or security breaches or techno logy failure of ours or of a third party; losses of large customers or government contracts; risks associated with the rights - of - way for the network; disrupt ions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management a nd personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of te lecommunications services; new or changing tax laws or regulations; telecommunications carriers disputing and/or avoiding their obligations to pa y network access charges for use of our 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; and risks associated with discontinuing pay ing dividends on our common stock. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ mat erially from such forward - looking statements are discussed in more detail in our filings with the SEC, including our reports on Form 10 - K and Form 10 - Q. Many of these circumstances are beyond our ability to control or predict. Moreover, forward - looking statements necessarily involve assumption s on our part. These forward - looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “inte nd,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. Such forward - looking statements involve known and unknown r isks, uncertainties and other factors that may cause actual results, performance or achievements of Consolidated Communications Holdings, Inc. and its subs idi aries to be different from those expressed or implied in the forward - looking statements. 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 communication. Furthermore, forw ard - 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 t he SEC, we disclaim any intention or obligation to update or revise publicly any forward - looking statements. You should not place undue reliance on for ward - looking statements.

Non - GAAP Measures This presentation includes certain non - GAAP historical and forward - looking financial measures, including but not limited to “ EBITDA,” “adjusted EBITDA,” “total net debt to last twelve month adjusted EBITDA ratio ,” and “ free cash flow.” In addition to providing key metrics for management to evaluate the Company’s performance, we believes these measurements assist investors in their understanding of operating performance and in identifying historical and prospective trends. A reconciliation of the differences between these non - GAAP financial measures and the most directly comparable financial measures presented in accordance with GAAP are available on the Company’s website at https:// ir.consolidated.com . Non - GAAP measures are not presented to be replacements or alternatives to the GAAP measures, and investors are urged to consider these non - GAAP measures i n addition to, and not in substitution for, measures prepared in accordance with GAAP. Consolidated may present or calculate i ts non - GAAP measures differently from other companies. Consolidated has filed a Form 8 - K reporting the quarterly results for the first quarter of 2020. The 8 - K must be read in conjun ction with this presentation and contains additional important details on the quarterly results. .

• Consumer telecommuting services, bandwidth upgrades, home entertainment • Student Support Program; Keep America Connected; payment flexibility • Commercial bandwidth upgrades, expedite orders, virtualization applications, communications & collaboration, network s ecurity, data center services • No data cap policy • Changing how we do business; further opportunities to gain efficiencies • Consumer order activity up; broadband and bandwidth upgrades • Commercial & Carrier bandwidth upgrades and expedite orders, pressure on small business, slowed equipment sales • Economic impacts unclear; due to lack of visibility Company is withdrawing 2020 financial guidance COVID - 19 Update Company Preparedness and Response • Focused on the safety and health of our employees, customers, business partners • Transitioned to remote work for 60% of employees (90% of office employees) • Provided field employees PPE, implemented social distancing and protection protocols • Currently operating within Pandemic Plan; Response Phase with a focus on business continuity and planning for Recovery Phase Supporting Our Customers COVID - 19 Business I mpacts and I mplications

Consolidated Strategic Imperatives Execute on Disciplined Capital Allocation Plan • Pay down debt to achieve 2020 YE leverage target of <4x net debt to Adjusted EBITDA; refinance no later than mid - 2021 • Utilize substantially all free cash flow to delever and strengthen the balance sheet Leverage Fiber Assets Across Three Customer Groups • Top 10 fiber provider in the U.S.; 23 states; 37,750 fiber route miles • Consumer, Commercial and Carrier growth opportunities • Competitive , next - generation products and services Stabilize EBITDA; Grow Free Cash Flow • Produce stable earnings and cash flow; disciplined investments with the highest return • Strong cash flow generated from wireless partnerships ~$36M in 2019 Strategic Asset Portfolio Review • Continue to evaluate assets for investment or monetization and to ensure all assets have a long - term, strategic fit

First Quarter 2020 Highlights Improving Revenue Trajectory; Achieved stable Adjusted EBITDA Results • Revenue totaled $ 325.7M • Net cash from operating activities was $85.0M • Adjusted EBITDA was $ 131.6M • Cost management; operating expenses declined $17.1M or 7.7% Leveraging Fiber Assets Across Three Customer Groups for Strategic Growth • Data & Transport revenue grew 1.6% • Broadband revenue grew 1.6% • Fiber lit buildings increased 17.1% and 770 fiber - route miles added • Fiber connections to wireless carriers under contract up 4.2% • VoIP revenue increased 13.9% Clear Progress on Capital Allocation Plan • Reduced debt by $43M in Q1; $105.2M since announcing capital allocation plan • Lowered net debt ratio to 4.23x Q1 - 2020 as compared to Q1 - 2019

First Quarter 2020 Results • Improved revenue trends in Q1 driven by broadband and data/transport growth; higher voice retention • Adjusted EBITDA margins improved as a result of improved cost structure, technology and process improvements $ in millions • Cost management resulted in 8 % or $17.1M reduction in operating expenses • Wireless cash distributions totaled $10.1M in Q1 Q1 - 20 Y/Y Total Revenue $325.7 (3.8%) Adjusted EBITDA $131.6 1.0% Adjusted EBITDA margin 40.4% 1.9%

Commercial and Carrier Revenue Data and Transport Revenue $ in millions, Q1 - 2020 as compared to Q1 - 2019 • Data and Transport Revenue +1.6% • On - net buildings +17.1% • Tower wireless connections +4.2%; total 3,900 • Launched New Channel One Partner Program and expanded ProConnect UC to Northern New England • Transitioned sales team to virtual activity/appointments; consultative solutions - based sales approach • Expanding wallet share with existing customer base while targeting new logos • Strong wireless site capacity upgrades Q1 - 20 Highlights Commercial and Carrier Strategy & Opportunities Commercial and Carrier Revenue Q1 - 20 Y/Y $147.0 (2.9%) Q1 - 20 Y/Y $89.6 1.6%

Consumer Revenue • Consumer broadband revenue +1.6% • Consumer ARPU +4.5% • Voice revenue decline improved from 11.9% in Q1 - 19 to 5.9% in Q1 - 20 • Stable installation intervals and improved service experience • CCiTV driving speed upgrades and broadband adds • Lead with broadband, upgrade to faster speeds: 750k homes passed upgraded in past two years • Increase consumer ARPU; reduce churn • Leverage public - private partnerships to expand broadband services economically • CCiTV expansion to new markets in 2020 Broadband Revenue Q1 - 20 Highlights Consumer Strategy and Opportunities Q1 - 20 Y/Y $64.1 1.6% Consumer ARPU $ in millions, Q1 - 2020 as compared to Q1 - 2019 $70.44 $73.52 $70.17 $73.32 Q4-18 Q4-19 Q1-19 Q1-20 + 4.5% + 4.4%

Capital Allocation Plan Focused on Deleveraging First • Target substantially all free cash flow to debt reduction • Focus on maximizing cash position and liquidity • Continue to evaluate opportunistic open market purchases of bonds due 2022 • Target <4x net debt to adjusted EBITDA by 2020 YE Disciplined Capital I nvestments • 60% success - based; 40% maintenance Evaluation of Assets • Review assets for investment or monetization to ensure all assets have a long - term, strategic fit • Senior t erm loan $1,775M; 3% plus LIBOR • Senior unsecured notes $439M; 6.5% • Revolver capacity: $110M: 3% plus 1% LIBOR floor • Refinance no later than mid - 2021 $110 $ 439 $ 1,775 2019 2020 2021 2022 2023 Debt Maturity Profile Revolver Senior Notes Term Loan $ in millions

Capital Investments Driving Highest Returns Investing in Projects with Highest Returns • Capital expenditures support carrier, commercial and broadband success - based, fiber projects • Upgraded 750,000+ passings in last two years; representing 34% of consumer passings . Investments supported broadband revenue and ARPU growth. • Lit buildings increased 17.1% driven by market expansion • Added 770 fiber route miles Capex Q1 - 20 Success - Based: $30 Commercial / Carrier $9 Consumer $21 Other $12 Total $42 $ in millions

Free Cash Flow (1) Includes acquisition and non - recurring related costs, and certain miscellaneous items. Q1 - 20 Adjusted EBITDA $ 131.6 Interest Payments (24.3) Pension and OPEB Payments (8.0) Restructuring, Severance and Other (1) (0.5) Income Tax Payments, net of refunds (0.3) Working Capital and Other (13.5) Cash provided by Operating Activities $ 85.0 Capital expenditures (42.4) Proceeds from sale of assets 2.2 Free Cash Flow $ 44.8 $ in millions

Q&A Q1 2020 Earnings

XML

Cover	Apr. 30, 2020
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 30, 2020
Entity File Number	000-51446
Entity Registrant Name	CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
Entity Central Index Key	0001304421
Entity Tax Identification Number	02-0636095
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	121 South 17th Street
Entity Address, City or Town	Mattoon
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61938-3987
City Area Code	217
Local Phone Number	235-3311
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock – $0.01 par value
Trading Symbol	CNSL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false