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):  October 29, 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 Global Select Market

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 October 29, 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 September 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 October 29, 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 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 October 29, 2020
99.2	Investor presentation dated October 29, 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: October 29, 2020	By:	/s/ Steven L. Childers
		Steven L. Childers
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Consolidated Communications Reports Third Quarter 2020 Results

Stable and improved Adjusted EBITDA and revenue trends reflecting resiliency of the business 

Global refinancing strengthened balance sheet resulting in lowered leverage and increased liquidity

Strategic investment accelerates fiber expansion plans enabling a transformation and return to growth

Third Quarter 2020 Highlights (compared to third quarter 2019)

• Revenue totaled $327.1 million, generating increased Adjusted EBITDA of $132.2 million, up 1.0 percent
• Consumer Broadband revenue grew 2.6 percent, representing the sixth consecutive growth quarter
• Commercial and Carrier Data-Transport revenue grew 1.6 percent; lit buildings increased 12.5 percent
• Operating expenses, excluding depreciation and amortization, were reduced by $7.2 million or 3.3 percent
• Free Cash Flow increased $39.6 million; $128.9 million year-to-date
• Net debt leverage improved to 4.01x, from 4.33x at Dec. 31, 2019

MATTOON, Ill., Oct. 29, 2020 (GLOBE NEWSWIRE) -- Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”) reported results for the third quarter 2020.

“Consolidated’s very solid third quarter results demonstrate both the resiliency of our business and strong execution on improving revenue trends, growing adjusted EBITDA and strengthening the balance sheet,” said Bob Udell, president and chief executive officer of Consolidated Communications. “Revenue growth trends in both broadband and data-transport services sequentially and year-over-year combined with lower operating expenses contributed to our strong third quarter results.”

“We’ve made great progress with our capital allocation plan having successfully completed a global debt refinance which extends maturities, significantly increases liquidity and strengthens our balance sheet, enabling us to immediately pivot and implement our growth plans.”

“Our new capitalization coupled with the strategic investment from Searchlight Capital Partners enables us to accelerate our fiber expansion plans and upgrade more than 1 million passings bringing significant benefits to customers. This multi-year, build plan will put us on a path to return to overall revenue growth,” concluded Udell.

Financial Results for the Third Quarter

• Revenue totaled $327.1 million, a decline of 1.9 percent compared to the third quarter 2019.
  • Data and transport service revenue increased 1.6 percent or $1.4 million;
  • Broadband revenue increased 2.6 percent or $1.7 million;
  • Voice services revenue across all customer channels improved 400 basis points and declined 4.3 percent or $4.0 million; and
  • Network access revenues declined $2.2 million primarily due to declines in special access.
    
• Income from operations increased $13.8 million and totaled $37.4 million in the third quarter of 2020. The change was primarily due to operating expense reductions of $7.2 million offsetting revenue declines. Depreciation and amortization expense declined $12.8 million primarily due to certain acquired assets, which became fully depreciated.
  
• Net interest expense was $31.7 million, down $2.6 million from the same period last year, primarily due to declines in variable interest rates on the term loan and repurchases on the Company’s 6.50 percent Senior Notes in prior periods.
• Cash distributions from the Company’s wireless partnerships totaled $12.3 million, up $1.4 million from a year ago.
• Other income was $13.5 million compared to income of $11.2 million one year ago primarily due to a reduction in non-operating pension/OPEB expense of $2.0 million.    
• On a GAAP basis, net income was $14.6 million, compared to $389,000 for the same period last year. GAAP net income per share was $0.20. 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 third quarter of 2020, compared to $0.06 in the third quarter of 2019.
• Adjusted EBITDA was $132.2 million, an increase of 1 percent compared to $131.0 million in the third quarter last year.
• The total net debt to last 12-month Adjusted EBITDA ratio improved to 4.0x, as the Company continued to execute on its delever-first strategy and build cash on the balance sheet. Pro forma for the recapitalization announced on Oct. 2, resulted in net debt leverage of 3.5x.
• Capital expenditures totaled $56 million in the third quarter driven by success-based, fiber and wireless tower projects and broadband network investments.

Conference Call

Consolidated’s third-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. The live conference call dial-in number for investors and analysts is 1-877-374-3981, conference ID 7219487. A telephonic replay of the conference call will be available through Nov. 5 and can be accessed by calling 855-859-2056.

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 46,300 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

Certain statements in this press release 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; the possibility that any of the anticipated benefits of the strategic investment from Searchlight or our refinancing of outstanding debt, including our senior secured credit facilities, will not be realized; the outcome of any legal proceedings that may be instituted against the Company or its directors; the ability to obtain regulatory approvals and meet other closing conditions to the investment on a timely basis or at all, including the risk that regulatory approvals required for the investment are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the Company or the expected benefits of the investment; the anticipated use of proceeds of the strategic investment; 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 the Company 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 press release.  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.

Investor and Media 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)
	Sept. 30,			Dec. 31,
		2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	99,719		$	12,395
Accounts receivable, net		119,076			120,016
Income tax receivable		5,175			2,669
Prepaid expenses and other current assets		42,473			41,787
Total current assets		266,443			176,867
Property, plant and equipment, net		1,782,183			1,835,878
Investments		111,555			112,717
Goodwill		1,035,274			1,035,274
Customer relationships, net		126,081			164,069
Other intangible assets		10,557			10,557
Other assets		51,735			54,915
Total assets	$	3,383,828		$	3,390,277
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	22,385		$	30,936
Advance billings and customer deposits		50,045			45,710
Accrued compensation		61,804			57,069
Accrued interest		15,195			7,874
Accrued expense		89,871			75,406
Current portion of long-term debt and finance lease obligations		23,827			27,301
Total current liabilities		263,127			244,296
Long-term debt and finance lease obligations		2,193,828			2,250,677
Deferred income taxes		185,017			173,027
Pension and other post-retirement obligations		272,023			302,296
Other long-term liabilities		78,257			72,730
Total liabilities		2,992,252			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 September 30, 2020 and December 31, 2019, respectively		731			720
Additional paid-in capital		497,722			492,246
Accumulated deficit		(27,594	)		(71,217	)
Accumulated other comprehensive loss, net		(85,896	)		(80,868	)
Noncontrolling interest		6,613			6,370
Total shareholders' equity		391,576			347,251
Total liabilities and shareholders' equity	$	3,383,828		$	3,390,277

Consolidated Communications Holdings, Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
		2020			2019			2020			2019
Net revenues	$	327,066		$	333,326		$	977,904		$	1,005,507
Operating expenses:
Cost of services and products		144,428			146,636			421,717			438,735
Selling, general and administrative expenses		65,066			70,100			197,679			222,615
Depreciation and amortization		80,220			93,048			244,024			289,595
Income from operations		37,352			23,542			114,484			54,562
Other income (expense):
Interest expense, net of interest income		(31,661	)		(34,250	)		(95,215	)		(103,270	)
Gain on extinguishment of debt		-			1,121			234			1,370
Other income, net		13,467			11,180			38,529			27,510
Income (loss) before income taxes		19,158			1,593			58,032			(19,828	)
Income tax expense (benefit)		4,576			1,204			13,892			(5,719	)
Net income (loss)		14,582			389			44,140			(14,109	)
Less: net income attributable to noncontrolling interest		72			132			243			286
Net income (loss) attributable to common shareholders	$	14,510		$	257		$	43,897		$	(14,395	)
Net income (loss) per basic and diluted common shares attributable to common shareholders	$	0.20		$	-		$	0.60		$	(0.21	)

Consolidated Communications Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
			2020			2019			2020			2019
OPERATING ACTIVITIES
	Net income (loss)	$	14,582		$	389		$	44,140		$	(14,109	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization		80,220			93,048			244,024			289,595
	Deferred income taxes		-			639			-			639
	Cash distributions from wireless partnerships in excess of (less than) earnings		857			(349	)		1,001			(1,561	)
	Pension and post-retirement contributions in excess of expense		(13,681	)		(11,649	)		(29,666	)		(24,261	)
	Non-cash, stock-based compensation		2,263			1,928			5,487			5,240
	Amortization of deferred financing		1,222			1,240			3,628			3,679
	Gain on extinguishment of debt		-			(1,121	)		(234	)		(1,370	)
	Other adjustments, net		(255	)		(4	)		(4,485	)		791
	Changes in operating assets and liabilities, net		30,421			1,254			33,455			(10,006	)
	Net cash provided by operating activities		115,629			85,375			297,350			248,637
INVESTING ACTIVITIES
	Purchase of property, plant and equipment, net		(55,978	)		(64,575	)		(152,215	)		(184,343	)
	Proceeds from sale of assets		904			140			6,977			14,343
	Proceeds from sale of investments		-			-			426			329
	Other		-			-			-			(450	)
	Net cash used in investing activities		(55,074	)		(64,435	)		(144,812	)		(170,121	)
FINANCING ACTIVITIES
	Proceeds from issuance of long-term debt		-			45,000			40,000			152,000
	Payment of finance lease obligations		(2,124	)		(2,932	)		(7,243	)		(9,743	)
	Payment on long-term debt		(4,588	)		(45,588	)		(93,763	)		(142,763	)
	Repurchase of senior notes		-			(21,692	)		(4,208	)		(25,986	)
	Dividends on common stock		-			-			-			(55,445	)
	Net cash used in financing activities		(6,712	)		(25,212	)		(65,214	)		(81,937	)
Net change in cash and cash equivalents			53,843			(4,272	)		87,324			(3,421	)
Cash and cash equivalents at beginning of period			45,876			10,450			12,395			9,599
Cash and cash equivalents at end of period		$	99,719		$	6,178		$	99,719		$	6,178

Consolidated Communications Holdings, Inc.
Consolidated Revenue by Category
(Dollars in thousands)
(Unaudited)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
		2020		2019		2020		2019
Commercial and carrier:
Data and transport services (includes VoIP)	$	90,153	$	88,756	$	269,297	$	265,420
Voice services		45,343		46,606		136,838		141,812
Other		10,909		11,828		33,027		40,394
		146,405		147,190		439,162		447,626
Consumer:
Broadband (VoIP and Data)		67,163		65,456		196,806		192,609
Video services		18,452		20,463		56,796		61,540
Voice services		42,775		45,487		129,072		136,601
		128,390		131,406		382,674		390,750
Subsidies		18,064		18,025		54,587		54,318
Network access		32,009		34,211		93,947		105,000
Other products and services		2,198		2,494		7,534		7,813
Total operating revenue	$	327,066	$	333,326	$	977,904	$	1,005,507

Consolidated Communications Holdings, Inc.
Consolidated Revenue Trend by Category
(Dollars in thousands)
(Unaudited)
	Three Months Ended
	Q3 2020		Q2 2020		Q1 2020		Q4 2019		Q3 2019
Commercial and carrier:
Data and transport services (includes VoIP)	$	90,153	$	89,572	$	89,572	$	89,905	$	88,756
Voice services		45,343		45,775		45,720		46,510		46,606
Other		10,909		10,406		11,712		12,500		11,828
		146,405		145,753		147,004		148,915		147,190
Consumer:
Broadband (VoIP and Data)		67,163		65,567		64,076		64,474		65,456
Video services		18,452		19,213		19,131		19,838		20,463
Voice services		42,775		43,121		43,176		44,238		45,487
		128,390		127,901		126,383		128,550		131,406
Subsidies		18,064		18,069		18,454		18,122		18,025
Network access		32,009		30,473		31,465		33,056		34,211
Other products and services		2,198		2,980		2,356		2,392		2,494
Total operating revenue	$	327,066	$	325,176	$	325,662	$	331,035	$	333,326

Consolidated Communications Holdings, Inc.
Schedule of Adjusted EBITDA Calculation
(Dollars in thousands)
(Unaudited)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
		2020			2019			2020			2019
Net income (loss)	$	14,582		$	389		$	44,140		$	(14,109	)
Add (subtract):
Income tax expense (benefit)		4,576			1,204			13,892			(5,719	)
Interest expense, net		31,661			34,250			95,215			103,270
Depreciation and amortization		80,220			93,048			244,024			289,595
EBITDA		131,039			128,891			397,271			373,037
Adjustments to EBITDA (1):
Other, net (2)		35			1,141			(3,280	)		13,840
Investment income (accrual basis)		(11,510	)		(11,254	)		(31,269	)		(30,605	)
Investment distributions (cash basis)		12,350			10,905			32,046			28,823
Pension/OPEB expense		(1,937	)		483			(3,107	)		3,690
Gain on extinguishment of debt		-			(1,121	)		(234	)		(1,370	)
Non-cash compensation (3)		2,263			1,928			5,487			5,240
Adjusted EBITDA	$	132,240		$	130,973		$	396,914		$	392,655
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						Nine Months Ended
	September 30,						September 30,
		2020			2019			2020			2019
Net cash provided by operating activities	$	115,629		$	85,375		$	297,350		$	248,637
Add (subtract):
Capital expenditures		(55,978	)		(64,575	)		(152,215	)		(184,343	)
Dividends paid		-			-			-			(55,445	)
Proceeds from the sale of assets		904			140			6,977			14,343
Free cash flow	$	60,555		$	20,940		$	152,112		$	23,192

Consolidated Communications Holdings, Inc.
Total Net Debt to LTM Adjusted EBITDA Ratio
(Dollars in thousands)
(Unaudited)
	Sept. 30,
Summary of Outstanding Debt:		2020
Term loans, net of discount $4,533	$	1,766,416
Senior unsecured notes due 2022, net of discount $1,486		439,023
Finance leases		18,273
Total debt as of September 30, 2020		2,223,712
Less deferred debt issuance costs		(6,057	)
Less cash on hand		(99,719	)
Total net debt as of September 30, 2020	$	2,117,936
Adjusted EBITDA for the twelve months ended September 30, 2020	$	527,799
Total Net Debt to last twelve months
Adjusted EBITDA	4.01x

Consolidated Communications Holdings, Inc.
Total Net Debt to LTM Adjusted EBITDA Ratio - Pro Forma
(Dollars in thousands)
(Unaudited)
	Pro Forma
	Sept. 30,
Summary of Outstanding Debt:		2020
Term loans, net of discount of $18,750	$	1,231,250
Senior secured notes due 2028		750,000
Finance leases		18,273
Total debt		1,999,523
Less deferred debt issuance costs		(25,000	)
Less cash on hand		(142,043	)
Total net debt	$	1,832,480
Adjusted EBITDA for the twelve months ended September 30, 2020	$	527,799
Total Net Debt to last twelve months
Adjusted EBITDA - Pro Forma	3.47x
Notes:
Pro Forma net debt leverage ratio represents the effects of the refinancing and Searchlight Stage 1 investment of $350 million as if it was completed on September 30, 2020.

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						Nine Months Ended
	September 30,						September 30,
		2020			2019			2020			2019
Net income (loss)	$	14,582		$	389		$	44,140		$	(14,109	)
Integration and severance related costs, net of tax		-			2,761			31			10,931
Storm costs (recoveries), net of tax		6			-			(104	)		(257	)
Gain on extinguishment of debt, net of tax		-			(724	)		178			(930	)
Non-cash interest expense for swaps, net of tax		(187	)		(152	)		(568	)		78
Other, tax		-			639			-			639
Non-cash stock compensation, net of tax		1,722			1,245			4,176			3,558
Adjusted net income (loss)	$	16,123		$	4,158		$	47,853		$	(90	)
Weighted average number of shares outstanding		71,153			70,813			71,153			70,813
Adjusted diluted net income (loss) per share	$	0.23		$	0.06		$	0.67		$	-
Notes:
Calculations above assume a 23.9% and 35.4% effective tax rate for the three months ended and 23.9% and 32.1% for the nine months ended September 30, 2020 and 2019, respectively.

Consolidated Communications Holdings, Inc.
Key Operating Statistics
(Unaudited)
	Sept. 30,	June 30,	% Change	Sept. 30,	% Change
	2020	2020	in Qtr	2019	YOY
Voice Connections	794,333	809,457	(1.9%)	854,430	(7.0%)
Data and Internet Connections	792,211	791,203	0.1%	784,151	1.0%
Video Connections	77,854	80,053	(2.7%)	86,446	(9.9%)
Business and Broadband as % of total revenue (1)	75.9%	76.1%	(0.3%)	75.6%	0.4%
Fiber route network miles (long-haul, metro and FTTH) (2)	46,326	45,847	1.0%	37,359	24.0%
On-net buildings	13,202	12,882	2.5%	11,732	12.5%
Consumer Customers	562,587	569,148	(1.2%)	602,482	(6.6%)
Consumer ARPU	$76.07	$74.91	1.5%	$72.70	4.6%
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 beginning 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

Q3 2020 Earnings Oct. 29, 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. 2

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 third quarter of 2020. The 8 - K must be read in conjun ction with this presentation and contains additional important details on the quarterly results. . 3

Third Quarter 2020 Highlights New Capitalization Plan Positions Company for Return to Growth • Announced strategic partnership with Searchlight Capital Partners, closed on $350M capital infusion and completed global refinancing on 10/2/20 • Lowered net debt ratio from 4.39x to 4.01x, as of Sept. 30, 2020 • Total liquidity: $ 191.6M, as of Sept. 30, 2020 Delivered Stable Revenue and Adjusted EBITDA Growth • Revenue: $327.1M, down 1.9% • Adjusted EBITDA: $132.2M, up 1.0% • Free Cash Flow: increased $39.6M in Q3 - 20 and $128.9M YTD • Capital expenditures: $ 56M in Q3 - 20 and $ 152.2M YTD Leveraging Fiber Assets Across Three Customer Groups • Data & Transport revenue: up 1.6% • Broadband revenue: up 2.6% (6th consecutive quarter) • Fiber lit buildings +12.5%; 1,100 fiber - route miles added Q3 - 2020 as compared to Q3 - 2019 Stable and improved Adjusted EBITDA and revenue trends reflecting resiliency of business Global refinancing strengthened balance sheet; lowered leverage and increased liquidity Strategic investment accelerates fiber expansion plans enabling return to growth 4

The New Consolidated Communications Strategic transformation underway for return to growth Dividend Cut + New Capital Allocation Plan Aggressive Debt Paydown from Free Cash Flow Conservative Financial Policy Accelerate Investment in Business: $ 425M Committed Capital I nfusion Future - proof the Fiber Network Deliver Best - in - Class Services and Customer Experience Across Three Customer Groups Return to Revenue Growth Lowered Leverage, Extended Maturities, Enhanced Liquidity Profile $350M Searchlight investment 5

Third Quarter 2020 Results • Improved revenue trends 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 3.3% or $7.2M reduction in operating expenses • Wireless cash distributions totaled $12.3M in Q3 Q3 - 20 Y/Y YTD 2020 Y/Y Total Revenue $327.1 (1.9%) $977.9 (2.7%) Adjusted EBITDA $132.2 1.0% $396.9 1.1% Adjusted EBITDA margin 40.4% 1.1% 40.6% 1.5% Third Quarter Highlights 6

Commercial and Carrier Revenue Data and Transport Revenue $ in millions, Q3 - 2020 as compared to Q3 - 2019 • Data and Transport Revenue: +1.6% • On - net buildings: 13,202, +12.5% • Tower wireless connections: 3,890, +1.9% • Ethernet revenue +2.8% • VoIP revenue +12% • Introduced Exterprise@Home • Enhanced Cloud Services with Pax8 Partnership • Expanded launch of Microsoft Productivity Suite Q3 - 20 Results Commercial and Carrier Highlights Commercial and Carrier Revenue Q3 - 20 Y/Y YTD 2020 Y/Y $146.4 (0.5%) $439.2 (1.9%) Q3 - 20 Y/Y YTD 2020 Y/Y $90.2 1.6% $269.3 1.5% 7

Consumer Revenue • Consumer revenue: $128.4 M • Consumer broadband revenue: +2.6%; (sixth consecutive quarter of growth) • Consumer ARPU: +4.6% • Voice revenue decline improved from 10.4% in Q3 - 19 to 6.0% in Q3 - 20 • 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, CA and IL in Q3 Broadband Revenue Q3 - 20 Results Consumer Strategy and Highlights Consumer ARPU $ in millions, Q3 - 2020 as compared to Q3 - 2019 Q3 - 20 Y/Y YTD 2020 Y/Y $67.2 2.6% $196.8 2.2% $70.17 $70.86 $72.70 $73.52 $73.32 74.91 $76.07 Q1-19 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 8

4.3 4.1 4.0 3.5 12/31/19 6/30/20 9/30/20 9/30/20 Capital Allocation and Liquidity Update Debt Maturity ($ in M) Net Debt Leverage • Revolving Credit Facility: $250M (unused) • Secured Term Loan: $1,250M, priced at LIBOR+ coupon rate of 4.75% per annum, with 1.0% floor • Senior Secured Notes: $750M, 6.5% • No Short - Term Maturities $250 $1,250 $750 2020 2021 2022 2023 2024 2025 2026 2027 2028 Senior Notes Term Loan Revolver (1) Pro forma net debt leverage at 9/30/20 includes the net cash proceeds from the refinancing and Searchlight’s Stage 1 investment of $350M completed on 10/2/20 (1) Successful Recapitalization New Capitalization following refinance and Searchlight Investment completed on October 2, 2020 9

Consolidated’s Fiber - Rich Network 46,300 Fiber - route miles 2M+ Fiber - strand miles 13,200 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 10

Consolidated Strategic Imperatives New Capital Structure with Extended Maturities and Increased Liquidity, Positions Company for Accelerated Growth • Improved leverage profile of 3.5x 1 • Target substantially all free cash flow to focus on highest return fiber expansion projects and increase market share Three Diverse Customer Groups Benefiting From Significant Fiber Expansion • Top 10 fiber provider in the U.S.; 23 states; 46,300 fiber route miles and growing • Compelling Consumer, Commercial and Carrier growth opportunities • Deliver a superior product offering with best - in - class customer experience Achieve Top Line Growth by Accelerating FTTH, Expanding Commercial and Carrier Opportunities • Improve EBITDA margins through simplified best - in - class fiber broadband services • Leverage low costs to upgrade 1M+ near net fiber passings Strategic Asset Portfolio Review • Continue to evaluate assets for fiber investment or monetization • Ensure all assets have a long - term, strategic fit 1 Pro forma net debt leverage at 9/30/20 includes the net cash proceeds from the refinancing and Searchlight’s Stage 1 investment of $350M completed on 10/2/20 11

Free Cash Flow (1) Includes acquisition and non - recurring related costs, and certain miscellaneous items. (2) 2019 Free Cash Flow excludes $55.4 million in dividends made prior to the change in capital allocation policy announced in April 2019. Improved Cash Flow; Stronger Balance Sheet $ in millions Q3 - 20 Q3 - 19 YTD 2020 YTD 2019 Adjusted EBITDA $ 132.2 $ 131.0 $ 396.9 $ 392.7 Interest Payments (23.0) (26.5) (84.6) (92.5) Pension and OPEB Payments (11.8) (12.2) (26.6) (28.0) Restructuring, Severance and Other (1) - (1.1) - (14.0) Income Tax Payments, net of refunds (0.8) (0.1) (1.0) (0.6) Working Capital and Other 19.0 (5.7) 12.7 (9.0) Cash provided by Operating Activities $ 115.6 $ 85.4 $ 297.4 $ 248.6 Capital expenditures (56.0) (64.6) (152.2) (184.3) Proceeds from sale of assets 0.9 0.1 7.0 14.3 Free Cash Flow (2) $ 60.5 $ 20.9 $ 152.2 $ 78.6 12

Q&A Q3 2020 Earnings

XML

Cover	Oct. 29, 2020
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 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