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):  July 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 July 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 June 30, 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 July 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 July 30, 2020
99.2	Investor presentation dated July 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: July 30, 2020	By:	/s/ Steven L. Childers
		Steven L. Childers
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Consolidated Communications Reports Second Quarter 2020 Results

Company delivered stable revenue and Adjusted EBITDA growth;
Substantially increased free cash flow; demonstrating continued progress on deleveraging

Second Quarter Highlights

• Revenue totaled $325.2 million, generating increased Adjusted EBITDA of $133.1 million, up 1.3 percent
• Consumer Broadband revenue grew 2.3 percent, representing the fifth consecutive growth quarter
• Commercial and Carrier Data-Transport revenue grew 1.2 percent; fiber projects driving growth opportunities
• Operating expenses, excluding depreciation and amortization, were reduced by $17.6 million or 7.9 percent
• Free Cash Flow increased $39.4 million in the recent quarter and is up $89.3 million year-to-date
• Net debt leverage improved to 4.14x, down from 4.33x at year-end 2019 reflecting significant progress on deleveraging strategy

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

MATTOON, Ill., July 30, 2020 (GLOBE NEWSWIRE) -- Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”) reported results for the second quarter 2020.

“I’m pleased to report we had another strong quarter, delivering revenue growth in both broadband and data-transport services, while decreasing operating expenses and increasing Adjusted EBITDA,” said Bob Udell, president and chief executive officer of Consolidated Communications. “Our business remains strong and we continue to operate seamlessly through this unprecedented time. As a critical infrastructure provider, we are laser focused on supporting our residential, business and carrier customers with flexible solutions that meet their unique needs right now – whether at home, at work, at a tower or at a data center. The safety and wellness of our employees and customers remain our number one priority.”

“For the fifth consecutive quarter, we grew broadband revenue by leveraging our speed improvements,” added Udell. “Additionally, we reduced our debt leverage from 4.33x at the end of 2019 to 4.14x as we further execute on our delever first strategy. Through high-return fiber investments and innovative public-private partnerships, we are delivering results where we invest and executing on a strategy that positions us well for continued growth.”    

Financial Results for the Second Quarter   

• Revenue totaled $325.2 million, a decline of 2.5 percent compared to second quarter 2019.
  
  
  • Data and transport service revenue increased 1.2 percent or $1.0 million;
  • Commercial and carrier other revenue was down $3.0 million primarily due to equipment sales;
  • Broadband revenue increased 2.3 percent or $1.5 million;
  • Voice services revenue across all customer channels declined 3.8 percent or $3.5 million, which is less than half the decline compared to the prior-year period; and
  • Network access revenues declined $3.7 million primarily due to declines in special access.
     
• Income from operations increased $25.5 million and totaled $39.8 million in the second quarter of 2020. The change was primarily due to operating expense reductions of $17.6 million that were largely attributed to ongoing cost savings initiatives and lower direct product costs. Depreciation and amortization expense declined $16.2 million primarily due to certain acquired assets, which became fully depreciated.
  
  
• Net interest expense was $31.5 million, down $3.3 million from the same period last year. As of June 30, our weighted average cost of debt was approximately 5.3 percent.
  
  
• Cash distributions from the Company’s wireless partnerships totaled $9.6 million, down $1.0 million from a year ago.   
  
  
• Other income was $9.9 million compared to income of $9.1 million one year ago. A reduction in non-operating pension/OPEB expense of $2.3 million offset a decline of $1.6 million in investment income from the Company’s minority interest in wireless partnerships. 
   
• On a GAAP basis, net income was $13.9 million, compared to a net loss of $7.3 million for the same period last year. GAAP net income per share was $0.19. 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 $0.21 in the second quarter of 2020, compared to a net loss per share of $(0.03) in the second quarter of 2019. 
  
  
• Adjusted EBITDA was $133.1 million, up compared to $131.4 million in the second quarter last year.
  
  
• The total net debt to last 12-month Adjusted EBITDA ratio improved to 4.14x, as the Company continued to execute on its delever strategy and build cash on the balance sheet.
  
  
• Capital expenditures totaled $53.8 million in the second quarter driven by success-based, fiber and wireless tower projects and broadband network investments. 

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 45,850 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)
	June 30,			December 31,
		2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	45,876		$	12,395
Accounts receivable, net		116,493			120,016
Income tax receivable		4,374			2,669
Prepaid expenses and other current assets		41,164			41,787
Total current assets		207,907			176,867
Property, plant and equipment, net		1,793,340			1,835,878
Investments		112,541			112,717
Goodwill		1,035,274			1,035,274
Customer relationships, net		138,744			164,069
Other intangible assets		10,557			10,557
Other assets		49,274			54,915
Total assets	$	3,347,637		$	3,390,277
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	16,707		$	30,936
Advance billings and customer deposits		44,574			45,710
Accrued compensation		55,089			57,069
Accrued interest		7,793			7,874
Accrued expense		75,705			75,406
Current portion of long-term debt and finance lease obligations		24,889			27,301
Total current liabilities		224,757			244,296
Long-term debt and finance lease obligations		2,198,003			2,250,677
Deferred income taxes		179,573			173,027
Pension and other post-retirement obligations		285,253			302,296
Other long-term liabilities		87,843			72,730
Total liabilities		2,975,429			3,043,026
Shareholders' equity:
Common stock, par value $0.01 per share; 100,000,000 shares
authorized, 73,057,683 and 71,961,045, shares outstanding
as of June 30, 2020 and December 31, 2019, respectively		731			720
Additional paid-in capital		495,459			492,246
Accumulated deficit		(42,104	)		(71,217	)
Accumulated other comprehensive loss, net		(88,419	)		(80,868	)
Noncontrolling interest		6,541			6,370
Total shareholders' equity		372,208			347,251
Total liabilities and shareholders' equity	$	3,347,637		$	3,390,277

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,
		2020			2019			2020			2019
Net revenues	$	325,176		$	333,532		$	650,838		$	672,181
Operating expenses:
Cost of services and products		139,534			143,780			277,289			292,099
Selling, general and administrative expenses		64,796			78,148			132,613			152,515
Depreciation and amortization		81,066			97,304			163,804			196,547
Income from operations		39,780			14,300			77,132			31,020
Other income (expense):
Interest expense, net of interest income		(31,459	)		(34,737	)		(63,554	)		(69,020	)
Gain on extinguishment of debt		-			249			234			249
Other income, net		9,889			9,098			25,062			16,330
Income (loss) before income taxes		18,210			(11,090	)		38,874			(21,421	)
Income tax expense (benefit)		4,275			(3,778	)		9,316			(6,923	)
Net income (loss)		13,935			(7,312	)		29,558			(14,498	)
Less: net income attributable to noncontrolling interest		95			75			171			154
Net income (loss) attributable to common shareholders	$	13,840		$	(7,387	)	$	29,387		$	(14,652	)
Net income (loss) per basic and diluted common shares
attributable to common shareholders	$	0.19		$	(0.10	)	$	0.40		$	(0.21	)

Consolidated Communications Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
		Three Months Ended						Six Months Ended
		June 30,						June 30,
			2020			2019			2020			2019
OPERATING ACTIVITIES
	Net income (loss)	$	13,935		$	(7,312	)	$	29,558		$	(14,498	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization		81,066			97,304			163,804			196,547
	Cash distributions from wireless partnerships in excess of (less than) earnings		451			(94	)		144			(1,212	)
	Pension and post-retirement contributions in excess of expense		(7,414	)		(6,632	)		(15,985	)		(12,612	)
	Non-cash, stock-based compensation		2,334			1,814			3,224			3,312
	Amortization of deferred financing		1,210			1,226			2,406			2,439
	Gain on extinguishment of debt		-			(249	)		(234	)		(249	)
	Other adjustments, net		(92	)		398			(4,230	)		795
	Changes in operating assets and liabilities, net		5,241			1,810			3,034			(11,260	)
	Net cash provided by operating activities		96,731			88,265			181,721			163,262
INVESTING ACTIVITIES
	Purchase of property, plant and equipment, net		(53,848	)		(66,374	)		(96,237	)		(119,768	)
	Proceeds from sale of assets		3,886			13,338			6,073			14,203
	Proceeds from sale of investments		-			-			426			329
	Other		-			(450	)		-			(450	)
	Net cash used in investing activities		(49,962	)		(53,486	)		(89,738	)		(105,686	)
FINANCING ACTIVITIES
	Proceeds from issuance of long-term debt		30,000			56,000			40,000			107,000
	Payment of finance lease obligations		(2,445	)		(3,304	)		(5,119	)		(6,811	)
	Payment on long-term debt		(42,587	)		(51,587	)		(89,175	)		(97,175	)
	Repurchase of senior notes		-			(4,294	)		(4,208	)		(4,294	)
	Dividends on common stock		-			(27,868	)		-			(55,445	)
	Net cash used in financing activities		(15,032	)		(31,053	)		(58,502	)		(56,725	)
Net change in cash and cash equivalents			31,737			3,726			33,481			851
Cash and cash equivalents at beginning of period			14,139			6,724			12,395			9,599
Cash and cash equivalents at end of period		$	45,876		$	10,450		$	45,876		$	10,450

Consolidated Communications Holdings, Inc.
Consolidated Revenue by Category
(Dollars in thousands)
(Unaudited)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
		2020		2019		2020		2019
Commercial and carrier:
Data and transport services (includes VoIP)	$	89,572	$	88,538	$	179,144	$	176,664
Voice services		45,775		47,136		91,495		95,206
Other		10,406		13,390		22,118		28,566
		145,753		149,064		292,757		300,436
Consumer:
Broadband (VoIP and Data)		65,567		64,068		129,643		127,153
Video services		19,213		20,341		38,344		41,077
Voice services		43,121		45,235		86,297		91,114
		127,901		129,644		254,284		259,344
Subsidies		18,069		18,134		36,523		36,293
Network access		30,473		34,198		61,938		70,789
Other products and services		2,980		2,492		5,336		5,319
Total operating revenue	$	325,176	$	333,532	$	650,838	$	672,181

Consolidated Communications Holdings, Inc.
Consolidated Revenue by Category
(Dollars in thousands)
(Unaudited)
	Three Months Ended
	Q2 2020		Q1 2020		Q4 2019		Q3 2019		Q2 2019
Commercial and carrier:
Data and transport services (includes VoIP)	$	89,572	$	89,572	$	89,905	$	88,756	$	88,538
Voice services		45,775		45,720		46,510		46,606		47,136
Other		10,406		11,712		12,500		11,828		13,390
		145,753		147,004		148,915		147,190		149,064
Consumer:
Broadband (VoIP and Data)		65,567		64,076		64,474		65,456		64,068
Video services		19,213		19,131		19,838		20,463		20,341
Voice services		43,121		43,176		44,238		45,487		45,235
		127,901		126,383		128,550		131,406		129,644
Subsidies		18,069		18,454		18,122		18,025		18,134
Network access		30,473		31,465		33,056		34,211		34,198
Other products and services		2,980		2,356		2,392		2,494		2,492
Total operating revenue	$	325,176	$	325,662	$	331,035	$	333,326	$	333,532

Consolidated Communications Holdings, Inc.
Schedule of Adjusted EBITDA Calculation
(Dollars in thousands)
(Unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
		2020			2019			2020			2019
Net income (loss)	$	13,935		$	(7,312	)	$	29,558		$	(14,498	)
Add (subtract):
Income tax expense (benefit)		4,275			(3,778	)		9,316			(6,923	)
Interest expense, net		31,459			34,737			63,554			69,020
Depreciation and amortization		81,066			97,304			163,804			196,547
EBITDA		130,735			120,951			266,232			244,146
Adjustments to EBITDA (1):
Other, net (2)		161			7,374			(3,315	)		12,699
Investment income (accrual basis)		(9,180	)		(10,750	)		(19,759	)		(19,351	)
Investment distributions (cash basis)		9,632			10,628			19,696			17,918
Pension/OPEB expense		(586	)		1,603			(1,170	)		3,207
Gain on extinguishment of debt		-			(249	)		(234	)		(249	)
Non-cash compensation (3)		2,334			1,814			3,224			3,312
Adjusted EBITDA	$	133,096		$	131,371		$	264,674		$	261,682
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						Six Months Ended
	June 30,						June 30,
		2020			2019			2020			2019
Net cash provided by operating activities	$	96,731		$	88,265		$	181,721		$	163,262
Add (subtract):
Capital expenditures		(53,848	)		(66,374	)		(96,237	)		(119,768	)
Dividends paid		-			(27,868	)		-			(55,445	)
Proceeds from the sale of assets		3,886			13,338			6,073			14,203
Free cash flow	$	46,769		$	7,361		$	91,557		$	2,252

Consolidated Communications Holdings, Inc.
Total Net Debt to LTM Adjusted EBITDA Ratio
(Dollars in thousands)
(Unaudited)
	June 30,
Summary of Outstanding Debt:		2020
Term loans, net of discount $4,893	$	1,770,644
Senior unsecured notes due 2022, net of discount $1,653		438,856
Finance leases		20,145
Total debt as of June 30, 2020	$	2,229,645
Less deferred debt issuance costs		(6,753	)
Less cash on hand		(45,876	)
Total net debt as of June 30, 2020	$	2,177,016
Adjusted EBITDA for the twelve
months ended June 30, 2020	$	526,532
Total Net Debt to last twelve months
Adjusted EBITDA		4.14x

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						Six Months Ended
	June 30,						June 30,
		2020			2019			2020			2019
Net income (loss)	$	13,935		$	(7,312	)	$	29,558		$	(14,498	)
Integration and severance related costs, net of tax		(269	)		4,595			32			8,006
Storm costs (recoveries), net of tax		(194	)		(506	)		(110	)		(256	)
Gain on extinguishment of debt, net of tax		-			(164	)		(178	)		(169	)
Non-cash interest expense for swaps, net of tax		(198	)		(10	)		(381	)		238
Non-cash stock compensation, net of tax		1,786			1,195			2,450			2,242
Adjusted net income (loss)	$	15,060		$	(2,202	)	$	31,371		$	(4,437	)
Weighted average number of shares outstanding		71,153			70,813			71,153			70,813
Adjusted diluted net income (loss) per share	$	0.21		$	(0.03	)	$	0.44		$	(0.06	)
Notes:
Calculations above assume a 23.5% and 34.1% effective tax rate for the three months ended and 24.0% and 32.3% for the six months ended June 30, 2020 and 2019, respectively.

Consolidated Communications Holdings, Inc.
Key Operating Statistics
(Unaudited)
	June 30,			March 31,			% Change		June 30,			% Change
		2020			2020		in Qtr			2019		YOY
Voice Connections		809,457			820,620		(1.4	%)		873,269		(7.3	%)
Data and Internet Connections		791,203			786,125		0.6	%		783,008		1.0	%
Video Connections		80,053			82,633		(3.1	%)		89,531		(10.6	%)
Business and Broadband as % of total revenue (1)		76.1	%		76.1	%	0.0	%		76.2	%	(0.1	%)
Fiber route network miles (long-haul, metro and FTTH) (2)		45,847			37,757		21.4	%		37,167		23.4	%
On-net buildings		12,882			12,536		2.8	%		11,164		15.4	%
Consumer Customers		569,148			574,597		(0.9	%)		609,876		(6.7	%)
Consumer ARPU	$74.91			$73.32			2.2	%	$70.86			5.7	%
Notes:
(1) Business and Broadband revenue % includes: commercial/carrier, equipment sales and service, directory, consumer broadband and special access.
(2) FTTH miles added to fiber route network miles in Q2 2020, which were previously not included. Prior period amounts have not been restated to the current period presentation.

EX-99.2

Exhibit 99.2

Q2 2020 Earnings July 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 second quarter of 2020. The 8 - K must be read in conju nction with this presentation and contains additional important details on the quarterly results. .

Second Quarter 2020 Highlights Delivered Stable Revenue and Adjusted EBITDA Growth • Revenue: $325.2M, down 2.5% • Adjusted EBITDA: $133.1M, up 1.3% • Operating expenses declined $17.6M or 7.9% • Free Cash Flow increased $39.4M in Q2 - 20 and $89.3M YTD Leveraging Fiber Assets Across Three Customer Groups • Data & Transport revenue grew 1.2% • Broadband revenue grew 2.3%; fifth consecutive quarter • Fiber lit buildings +15%; 850 fiber - route miles added Clear Progress on Capital Allocation Plan • Lowered net debt ratio to 4.14x from 4.33x at Dec. 31, 2019 • Total liquidity is $137.3M as of June 30, 2020 Q2 - 2020 as compared to Q2 - 2019 Continuing to execute on strategic priorities to strengthen the balance sheet and drive growth across the business No material COVID - 19 business impacts at this time Substantially increased free cash flow

Second Quarter 2020 Results • Improved revenue trends in Q2 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 a 7.9% or $17.6M reduction in operating expenses • Wireless cash distributions totaled $9.6M in Q2 Q2 - 20 Y/Y YTD 2020 Y/Y Total Revenue $325.2 (2.5%) $650.8 (3.2%) Adjusted EBITDA $133.1 1.3% $264.7 1.1% Adjusted EBITDA margin 40.9% 1.3% 40.7% 1.7% Second Quarter Highlights

Commercial and Carrier Revenue Data and Transport Revenue $ in millions, Q2 - 2020 as compared to Q2 - 2019 • Data and Transport Revenue +1.2% • On - net buildings: 12,882, +15.4% • Tower wireless connections: 3,900, +2.9% • Other revenue decreased $3M primarily due to lower equipment sales • Launched Enterprise@Home solution • Launched Cisco Webex Contact Center • Expanded ProConnect UC to Northern New England • Launched CCiTV for small businesses • Managing high volume wireless site capacity upgrades Q2 - 20 Results Commercial and Carrier Highlights Commercial and Carrier Revenue Q2 - 20 Y/Y YTD 2020 Y/Y $145.8 (2.2%) $292.8 (2.6%) Q2 - 20 Y/Y YTD 2020 Y/Y $89.6 1.2% $179.1 1.4%

$70.17 $73.32 $70.86 $74.91 Q1-19 Q1-20 Q2-19 Q2-20 Consumer Revenue • Consumer broadband revenue +2.3% • Consumer ARPU +5.7% • Voice revenue decline improved from 12.4% in Q2 - 19 to 4.7% in Q2 - 20 • CCiTV driving broadband speed upgrades and net adds • Lead with broadband; upgrade to faster speeds • Increase consumer ARPU; reduce churn • Leverage public - private partnerships to expand broadband services economically • CCiTV expansion to new markets in 2020; launched service in Texas in Q2 Broadband Revenue Q2 - 20 Results Consumer Strategy and Highlights Consumer ARPU $ in millions, Q2 - 2020 as compared to Q2 - 2019 +5.7% + 4.5% Q2 - 20 Y/Y YTD 2020 Y/Y $65.6 2.3% $129.6 2.0% Q1 - 19 Q1 - 20 Q2 - 19 Q2 - 20

Investing in the Highest Return Opportunities • Capital expenditures support carrier, commercial and broadband success - based, fiber projects • Investments supporting consumer broadband revenue and ARPU growth • Lit buildings increased 15.4% driven by market expansion • Built 850 fiber - route miles Y/Y Capex Q2 - 20 YTD 2020 Success - Based: $34 $61 Commercial / Carrier $13 $22 Consumer $21 $39 Other $20 $35 Total $54 $96 $ in millions Q2 - 20 compared to Q2 - 19

Consolidated’s Fiber - Rich Network 45,850 Fiber - route miles 2M+ Fiber - strand miles 12,900 On - net locations 550 F iber hub s/COs 3,900 F iber connections to wireless providers 13 Data centers 23 Operating states Data Centers Operating States Fiber Networks Leased Fiber

Core Regional Fiber Networks

Consolidated Strategic Imperatives Execute on Disciplined Capital Allocation Plan • Pay down debt to achieve net debt to Adjusted EBITDA target of <4x by the end of 2020 • Target substantially all free cash flow to delever and strengthen the balance sheet Leverage Fiber Assets Across Three Diverse Customer Groups • Top 10 fiber provider in the U.S.; 23 states; 45,850 fiber route miles • Consumer, Commercial and Carrier growth opportunities • Competitive offerings with next - generation products and services Stabilize EBITDA; Grow Free Cash Flow • Generate stable earnings and cash flow; disciplined investments with the highest return • Strong cash flow generated from wireless partnerships: ~$36M in 2019, $19.7M in 1H20 Strategic Asset Portfolio Review • Continue to evaluate assets for investment or monetization • Ensure all assets have a long - term, strategic fit

Free Cash Flow (1) Includes acquisition and non - recurring related costs, and certain miscellaneous items. (2) 2019 Free Cash Flow excludes $27.9 million in dividend payments in Q2 - 19 and $55.4 million in 1H 2019 made prior to the change in capital allocation policy announced in April 2019. Improved Cash Flow; Stronger Balance Sheet $ in millions Q2 - 20 Q2 - 19 1H 2020 1H 2019 Adjusted EBITDA $133.1 $131.4 $264.7 $261.7 Interest Payments ($37.2) ($41.6) ($61.5) ($66.0) Pension and OPEB Payments ($6.8) ($8.2) ($14.8) ($15.8) Restructuring, Severance and Other (1) $0.6 ($7.2) $0.1 ($12.5) Income Tax Payments, net of refunds ($0.2) ($0.4) ($0.2) ($0.5) Working Capital and Other $7.2 $14.3 ($6.6) ($3.6) Cash provided by Operating Activities $96.7 $88.3 $181.7 $163.3 Capital expenditures ($53.8) ($66.4) ($96.2) ($119.7) Proceeds from sale of assets $3.9 $13.3 $6.1 $14.2 Free Cash Flow (2) $46.8 $35.2 $91.6 $57.8

Q&A Q2 2020 Earnings

XML

Cover	Jul. 30, 2020
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 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