Consolidated Communications Reports Third Quarter 2012 Results

• Completed the acquisition of SureWest on July 2nd
• Achieved significant synergies at close and during the quarter
• Grew net new broadband additions by 6,501
• Increased revenue by 0.8% year-over-year on a pro forma basis

MATTOON, Ill., Nov. 1, 2012 (GLOBE NEWSWIRE) — Consolidated Communications Holdings, Inc. (CNSL) reported results for the third quarter 2012, which included results from SureWest Communications.

Third quarter financial summary:

• Revenue was $157.0 million
• Net cash from operations was $20.4 million
• Adjusted EBITDA was $70.9 million

“We are excited about the first full quarter of combined operations with SureWest and are pleased with the strong results we delivered,” said Bob Currey, President and Chief Executive Officer. “The legacy business continued to perform well, while the results from the newly acquired SureWest assets were better than expected. I’m proud of these results and very appreciative of the efforts from those employees who are driving the significant progress we are making on integration.”

“Financially, we delivered increases to both revenue and adjusted EBITDA year-over-year on a pro forma basis. We also produced a comfortable dividend payout ratio of 67.2%. We are on plan with our synergy targets of a $20 million operating expense savings run-rate at the end of year one and $25 million run-rate at the end of year two. At the close, we achieved $10 million in annualized synergies and another $2 million throughout the quarter.”

“Operationally, we had another solid quarter. We grew data connections by 4,136 and video connections by 2,365 for a total broadband growth of 6,501. Despite the stagnant macro economy, we are well diversified across our markets and continue to invest to capitalize on the growth opportunities,” Currey concluded.

Operating Statistics at September 30, 2012, Compared to pro forma September 30, 2011

Operating metrics presented in the above table and at the end of the press release are presented for all periods on a pro forma basis for the SureWest acquisition.

Cash Available to Pay Dividends

For the quarter, cash available to pay dividends, or CAPD, was $23.0 million, and the dividend payout ratio was 67.2 %. The Company made capital expenditures of $28.3 million.

Financial Highlights for the Third Quarter Ended September 30, 2012

• Revenues were $157.0 million in the third quarter compared to $92.5 million for the same period of 2011. On a pro forma basis, revenues were $157.0 million, compared to $155.7 million in the same period of 2011 resulting in an increase of $1.3 million, or 0.8%. Increases in data, video and backhaul revenues more than offset the declines in voice related services. 
• Income from operations was $10.1 million, compared to $15.2 million in the third quarter of 2011. The decrease is primarily attributable to $14.5 million in severance and integration related costs, which were partially offset by expense reductions tied to our synergy efforts.
• Interest expense, net was $20.6 million, compared to $13.4 million in the same quarter last year. The increase is mainly due to the expense related to our Senior Notes offering for the SureWest acquisition totaling $8.4 million in the quarter, which was partially offset by lower costs from our interest rate swap agreements.
• Other income, net was $8.5 million, compared to $6.9 million for same period in 2011. Cash distributions from our Verizon wireless partnerships were $7.7 million for the third quarter of 2012 compared to $6.9 million for the same quarter of 2011.
• Net loss attributable to common stockholders was $0.3 million, compared to net income of $5.8 million in the third quarter of 2011. “Adjusted net income attributable to common stockholders” excludes certain items in the manner described in the table provided in this release. On that basis, “adjusted net income attributable to common stockholders” was $11.2 million, compared to $6.1 million in the same quarter of 2011.
• Diluted net loss per common share was $0.01. “Adjusted diluted net income per share” excludes certain items in the manner described in the table provided in this release. On that basis, “adjusted diluted net income per share” for the current quarter was $0.28.
• Net cash provided from operating activities was $20.4 million, compared to $32.1 million for the third quarter in 2011. The decline was driven primarily due to severance and integration costs related to the SureWest acquisition.
• Adjusted EBITDA was $70.9 million, compared to $46.3 million for the same period in 2011. On a pro forma basis, adjusted EBITDA increased by $4.3 million, or 6.5% from $66.6 million in the third quarter of 2011.
• The total net debt to last twelve month pro forma adjusted EBITDA coverage ratio was 4.38 times to one. As we deliver on the $25 million in synergies and the benefits flow through to adjusted EBITDA while continuing to amortize our debt, we expect to drive net leverage lower.

Financial Highlights for the Nine Months Ended September 30, 2012

• Revenues were $343.4 million, compared to $280.6 million in the same period of 2011. On a pro forma basis, revenues were $471.3 million, compared to $466.3 million in the same period of 2011 resulting in a $5.0 million increase, or 1.1%. Increases in data, video and backhaul revenues more than offset the declines in voice related services.
• Net income attributable to common stockholders was $4.2 million, compared to $18.5 million in the prior year period. The decline is primarily due to costs related to the SureWest acquisition and associated financing, which were partially offset by higher revenues.
• Net cash provided from operating activities was $71.9 million, compared to $93.3 million for the nine months ended September 30, 2011. The decline is primarily due to costs related to the SureWest acquisition and associated financing, which were partially offset by higher revenues.
• Adjusted EBITDA, on a pro forma basis, was $201.3 million, compared to $203.8 million for the prior year period.

Financial Guidance

The Company is reiterating its guidance. The table below reflects pro forma guidance for 2012, which includes a full year of SureWest for both periods presented.

Dividend Payments

On October 29, 2012, the Company’s board of directors declared its next quarterly dividend of $0.38738 per common share, which is payable on February 1, 2013 to stockholders of record at the close of business on January 15, 2013.

Conference Call Information

The Company will host a conference call today at 11:00 a.m. Eastern Time / 10:00 a.m. Central Time to discuss third quarter earnings and developments with respect to the Company. The call is being webcast and archived on the “Investor Relations” section of the Company’s website athttp://www.consolidated.com. If you do not have internet access, the conference call dial-in number is 1-877-374-3981 with pass code 39670134. International parties can access the call by dialing 1-253-237-1158. A telephonic replay of the conference call will also be available starting three hours after completion of the call until November 8, 2012 at midnight Eastern Time. To hear the replay, parties in the United States and Canada should call 1-855-859-2056 and international parties should call 1-404-537-3406.

Use of Non-GAAP Financial Measures

This press release, as well as the conference call, includes disclosures regarding “EBITDA”, “adjusted EBITDA”, “cash available to pay dividends” and the related “dividend payout ratio”, “total net debt to last twelve month adjusted EBITDA coverage ratio”, “adjusted diluted net income per share” and “adjusted net income attributable to common stockholders”, all of which are non-GAAP financial measures. Accordingly, they should not be construed as alternatives to net cash from operating or investing activities, cash and cash equivalents, cash flows from operations, net income or net income per share as defined by GAAP and are not, on their own, necessarily indicative of cash available to fund cash needs as determined in accordance with GAAP. In addition, not all companies use identical calculations, and the non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable financial measures presented in accordance with GAAP is included in the tables that follow.

Adjusted EBITDA is comprised of EBITDA, adjusted for certain items as permitted or required by the lenders under the credit facility in place at the end of each quarter in the periods presented. The tables that follow include an explanation of how adjusted EBITDA is calculated for each of the periods presented. EBITDA is defined as net earnings before interest expense, income taxes, depreciation and amortization on a historical basis. We believe net cash provided by operating activities is the GAAP financial measure most directly comparable to EBITDA.

Cash available to pay dividends represents adjusted EBITDA plus cash interest income less (1) cash interest expense, (2) capital expenditures and (3) cash income taxes; this calculation differs in certain respects from the similar calculation used in the credit agreement.

We present adjusted EBITDA, cash available to pay dividends and the related dividend payout ratio for several reasons. Management believes adjusted EBITDA, cash available to pay dividends and the dividend payout ratio are useful as a means to evaluate our ability to fund our estimated uses of cash (including interest on our debt) and pay dividends. In addition, we have presented adjusted EBITDA, cash available to pay dividends and the dividend payout ratio to investors in the past because they are frequently used by investors, securities analysts and other interested parties in the evaluation of companies in our industry, and management believes presenting them here provides a measure of consistency in our financial reporting. Adjusted EBITDA and cash available to pay dividends, referred to as Available Cash in our credit agreement, are also components of the restrictive covenants and financial ratios contained in the agreements governing our debt that require us to maintain compliance with these covenants and limit certain activities, such as our ability to incur debt and to pay dividends. The definitions in these covenants and ratios are based on adjusted EBITDA and cash available to pay dividends after giving effect to specified charges. In addition, adjusted EBITDA, cash available to pay dividends and the dividend payout ratio provide our board of directors with meaningful information to determine, with other data, assumptions and considerations, our dividend policy and our ability to pay dividends under the restrictive covenants in the agreements governing our debt and to measure our ability to service and repay debt. We present the related “total net debt to last twelve month adjusted EBITDA coverage ratio” principally to put other non-GAAP measures in context and facilitate comparisons by investors, security analysts and others; this ratio differs in certain respects from the similar ratio used in our credit agreement.

These non-GAAP financial measures have certain shortcomings. In particular, adjusted EBITDA does not represent the residual cash flows available for discretionary expenditures, since items such as debt repayment and interest payments are not deducted from such measure. Similarly, while we may generate cash available to pay dividends, we are not required to use any such cash to pay dividends, and the payment of any dividends is subject to declaration by our board of directors, compliance with applicable law and the terms of our credit agreement. Because adjusted EBITDA is a component of the dividend payout ratio and the ratio of total net debt to last twelve month adjusted EBITDA, these measures are also subject to the material limitations discussed above. In addition, the ratio of total net debt to last twelve month adjusted EBITDA is subject to the risk that we may not be able to use the cash on the balance sheet to reduce our debt on a dollar-for-dollar basis. Management believes these ratios are useful as a means to evaluate our ability to incur additional indebtedness in the future.

We present the non-GAAP measures adjusted diluted net income per share and adjusted diluted net income attributable to common stockholders because our net income and net income per share are regularly affected by items that occur at irregular intervals or are non-cash items. We believe that disclosing these measures assists investors, securities analysts and other interested parties in evaluating both our company over time and the relative performance of the companies in our industry.

About Consolidated

Consolidated Communications Holdings, Inc. is a leading communications provider within its six state operations of California, Illinois, Kansas, Missouri, Pennsylvania and Texas. Headquartered in Mattoon, IL, the Company has been providing services in many of its markets for over a century. With one of the highest quality networks in the industry, the Company offers a wide range of communications services, including IP-based digital and high definition television, high speed internet, Voice over IP, carrier access, directory publishing and local and long distance service.

Safe Harbor

Any statements other than statements of historical facts, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management’s views and assumptions regarding future events and business performance. Words such as “estimate,” “believe,” “anticipate,” “expect,” “intend,” “plan, “target,” “project,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include the ability of Consolidated Communications Holdings, Inc. (the “Company”) to successfully integrate the operations of SureWest Communications (“SureWest”) and realize the synergies from the acquisition, as well as a number of other factors related to the businesses of the Company, including various risks to stockholders of not receiving dividends and risks to the Company’s ability to pursue growth opportunities if the Company continues to pay dividends according to the current dividend policy; various risks to the price and volatility of the Company’s common stock; the substantial amount of debt and the Company’s ability to repay or refinance it or incur additional debt in the future; the Company’s need for a significant amount of cash to service and repay the debt and to pay dividends on the Company’s common stock; changes in the valuation of pension plan assets; restrictions contained in the Company’s debt agreements that limit the discretion of management in operating the business; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications industry; changes in content costs, which have been substantial and continue to increase; risks associated with the Company’s possible pursuit of acquisitions; economic conditions in the Company’s service areas; system failures; losses of large customers or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of the Company’s network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes on the telecommunications industry; and liability and compliance costs regarding environmental regulations. These and other risks and uncertainties are discussed in more detail in the Company’s and SureWest’s filings with the Securities and Exchange Commission, including our respective reports on Form 10-K and Form 10-Q.

Many of these risks are beyond management’s ability to control or predict. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements and risk factors contained in this communication and the Company’s filings with the Securities and Exchange Commission. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Company Contact:
Matt Smith
Treasurer & Investor Relations
217-258-2959
matthew.smith@consolidated.com

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