Washington, D.C. 20549

Form 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 3, 2018  

Consolidated Communications Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)

(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)


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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 May 3, 2018, Consolidated Communications Holdings, Inc. issued a press release to report its results of operations and financial condition as of and for the quarter ended March 31, 2018.  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 9.01. Financial Statements and Exhibits.

(d)  Exhibits

No. Description
99.1 Press Release dated May 3, 2018


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: May 3, 2018By: /s/ Steven L. Childers        
  Steven L. Childers
  Chief Financial Officer



Consolidated Communications Reports First Quarter 2018 Results

MATTOON, Ill., May 03, 2018 (GLOBE NEWSWIRE) --  Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) (the “Company”) reported results for the first quarter 2018 and will hold a conference call and simultaneous webcast to discuss its results today at 10 a.m. ET.

First quarter 2018 Consolidated Communications financial summary:

“We had a strong start to 2018 and I’m pleased with the quarter which supports the declaration of our 52nd consecutive quarterly dividend,” said Bob Udell, president and chief executive officer of Consolidated Communications. “We increased our fiber connections for wireless carriers under contract by 13 percent year over year, a notable increase with sales in first quarter exceeding full year 2017 results. We are pleased to realize another quarter of 1.4 percent growth in commercial and carrier data and transport revenue. While the majority of this growth is from our legacy properties, we see additional upside opportunity as we implement our proven playbook in the former FairPoint markets.”

“We are executing well on our integration and fast start initiatives associated with the acquisition,” added Udell. “Our plan and strategy of investing and expanding our fiber network is working as we upgrade broadband speeds and enhance our product offerings, bringing more competitive solutions to our customers.”

Pro Forma Financial Results for the First Quarter   

The pro forma results give effect to the FairPoint acquisition as if it had occurred as of Jan. 1, 2016.

Cash Available to Pay Dividends, Capex

For the first quarter, cash available to pay dividends was $44.3 million, and the dividend payout ratio was 61.9 percent compared to 80.5 percent in the first quarter a year ago. At March 31, 2018, cash and cash equivalents were $11.1 million.  Capital expenditures were $60.8 million for the first quarter. 

Financial Guidance

The Company affirmed its 2018 guidance as follows:

($ in millions) 2017 Pro Forma
 2018 Guidance
Cash interest expense1 $112.9 $123 to $128
Cash income taxes/refund2 $1.3 $1 to $3
Capital expenditures $227.2 $235 to $245
(1) 2017 Pro Forma cash interest expense is based on actual interest expense incurred since the July 3, 2017 closing of the Fairpoint acquisition and pro forma for Jan. 1, 2017 through July 3, 2017 calculated as if the merger was in effect at Jan. 1, 2017.
(2)  Cash income taxes primarily include local and state income taxes as federal income taxes will be shielded by existing net operating losses and the benefit of The Tax Cuts and Jobs Act of 2017 tax reform legislation that was enacted in December 2017.

Dividend Payments

On April 30, 2018, the Company’s board of directors declared a quarterly dividend of $0.38738 per common share, which is payable on Aug. 1, 2018 to stockholders of record at the close of business on July 15, 2018. This will represent the 52nd consecutive quarterly dividend paid by the Company. 

Conference Call Information

The Company will host a conference call and webcast today at 10 a.m. ET / 9 a.m. CT to discuss first quarter earnings and developments with respect to the Company. The live webcast and replay can be accessed from the Investor Relations section of the Company’s website at http://ir.consolidated.com. The live conference call dial-in number is 1-877-374-3981, conference ID 3788326. A telephonic replay of the conference call will be available through May 10, 2018 and can be accessed by calling 1-855-859-2056, conference ID 3788326.  
About Consolidated Communications 

Consolidated Communications Holdings, Inc. (NASDAQ:CNSL) is a leading broadband and business communications provider serving consumers, businesses of all sizes, and wireless companies and carriers, across a 24-state service area.  Leveraging its advanced fiber optic network spanning more than 36,000 fiber route miles, Consolidated Communications offers a wide range of communications solutions, including: data, voice, video, managed services, cloud computing and wireless backhaul. Headquartered in Mattoon, Ill., Consolidated Communications has been providing services in many of its markets for more than a century.

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 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.  

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 our 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 our credit agreement that requires 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 our credit agreement 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 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.  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.

Preliminary Pro Forma Results                                                                                 

Estimated pro forma results of operations presented herein gives effect to the acquisition of FairPoint Communications, Inc. as if it had occurred on Jan. 1, 2016.  The estimated pro forma results include certain accounting adjustments related to the acquisition that are expected to have a continuing impact on the combined results, including adjustments for depreciation and amortization of the acquired tangible and intangible assets acquired, interest expense on the debt incurred to complete the acquisition and to repay certain existing indebtedness of FairPoint, the exclusion of certain acquisition related costs and the tax impact of these pro forma adjustments.  These adjustments and the related results are based on a preliminary valuation of the estimated fair value of the net assets acquired, which is subject to change upon the final assessment and such changes could be material.  The estimated pro forma information is not intended to represent or be indicative of the results of the combined company that would have been obtained had the acquisition been completed as of the dates presented and should not be taken as representative of the future consolidated results of the combined company.

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 our ability to successfully integrate FairPoint Communications, Inc.’s operations and realize the synergies from the integration, as well as a number of factors related to our business, including economic and financial market conditions generally and economic conditions in our service areas; various risks to stockholders of not receiving dividends and risks to our ability to pursue growth opportunities if we continue to pay dividends according to the current dividend policy; 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 and to pay dividends on our common stock; 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. 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                                                                      

Lisa Hood, Consolidated Communications
Phone:  (844)-909-CNSL (2675)

– Tables to follow –

Consolidated Communications Holdings, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share and per share amounts)
  March 31,   December 31,
   2018     2017  
Current assets:   
Cash and cash equivalents$11,140  $15,657 
Accounts receivable, net 134,095   121,528 
Income tax receivable 21,892   21,846 
Prepaid expenses and other current assets 40,202   33,318 
Assets held for sale 21,524   21,310 
Total current assets 228,853   213,659 
Property, plant and equipment, net 2,019,399   2,037,606 
Investments 107,114   108,858 
Goodwill 1,032,912   1,038,032 
Other intangible assets 292,560   306,783 
Other assets 28,026   14,188 
Total assets$3,708,864  $3,719,126 
Current liabilities:       
Accounts payable$21,014  $24,143 
Advance billings and customer deposits 43,629   42,526 
Dividends payable 27,602   27,418 
Accrued compensation 53,689   49,770 
Accrued interest 17,689   9,343 
Accrued expense 77,331   72,041 
Current portion of long-term debt and capital lease obligations 31,554   29,696 
Liabilities held for sale 1,083   1,003 
Total current liabilities 273,591   255,940 
Long-term debt and capital lease obligations 2,317,398   2,311,514 
Deferred income taxes 214,447   209,720 
Pension and other post-retirement obligations 326,825   334,193 
Other long-term liabilities 32,500   33,817 
Total liabilities 3,164,761   3,145,184 
Shareholders' equity:       
Common stock, par value $0.01 per share; 100,000,000 shares       
authorized, 71,252,576 and 70,777,354, shares outstanding       
as of March 31, 2018 and December 31, 2017, respectively 713   708 
Additional paid-in capital 591,092   615,662 
Accumulated deficit (11,298)  - 
Accumulated other comprehensive loss, net (42,159)  (48,083)
Noncontrolling interest 5,755   5,655 
Total shareholders' equity 544,103   573,942 
Total liabilities and shareholders' equity$3,708,864  $3,719,126 

Consolidated Communications Holdings, Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
  Three Months Ended  
  March 31,  
   2018     2017   
Net revenues$356,039  $169,935  
Operating expenses:        
Cost of services and products 152,916   71,032  
Selling, general and administrative        
expenses 85,618   36,300  
Acquisition and other transaction costs 731   1,329  
Depreciation and amortization 107,899   42,195  
Income from operations 8,875   19,079  
Other income (expense):    
Interest expense, net of interest income (32,716)  (29,671) 
Other income, net 8,395   4,713  
Loss before income taxes (15,446)  (5,879) 
Income tax benefit (4,248)  (2,174) 
Net loss (11,198)  (3,705) 
Less: net income (loss) attributable to noncontrolling interest 100   (20) 
Net loss attributable to common shareholders$(11,298) $(3,685) 
Net loss per basic and diluted common shares    
attributable to common shareholders$(0.16) $(0.07) 

Consolidated Communications Holdings, Inc.
Pro Forma Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
  Pro Forma  
  Three Months Ended  
  March 31,  
   2018     2017   
Net revenues$356,039  $371,843  
Operating expenses:    
Operating expenses (exclusive of depreciation    
and amortization) 239,265   255,270  
Depreciation and amortization 107,899   105,441  
Income from operations 8,875   11,132  
Other income (expense):    
Interest expense, net of interest income (32,716)  (28,544) 
Other income, net 8,395   3,462  
Loss before income taxes (15,446)  (13,950) 
Income tax benefit (4,248)  (5,402) 
Net loss (11,198)  (8,548) 
Less: net income (loss) attributable to noncontrolling interest 100   (20) 
Net loss attributable to common shareholders$(11,298) $(8,528) 
Net loss per basic and diluted common share    
attributable to common shareholders$(0.16) $(0.12) 

Consolidated Communications Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
  (Dollars in thousands)
    Three Months Ended  
    March 31,  
     2018     2017   
 Net loss $(11,198) $(3,705) 
 Adjustments to reconcile net loss to net cash provided by operating activities:     
 Depreciation and amortization  107,899   42,195  
 Deferred income taxes  2   22  
 Cash distributions from wireless partnerships in excess of earnings  1,862   523  
 Non-cash, stock-based compensation  678   538  
 Amortization of deferred financing  1,161   4,400  
 Other adjustments, net  2,340   (4) 
 Changes in operating assets and liabilities, net  (11,902)  7,749  
 Net cash provided by operating activities  90,842   51,718  
 Purchase of property, plant and equipment, net  (60,808)  (29,025) 
 Proceeds from sale of assets  144   43  
 Distributions from investments  233   -  
 Net cash used in investing activities  (60,431)  (28,982) 
 Proceeds from issuance of long-term debt  27,000   7,000  
 Payment of capital lease obligations  (2,923)  (1,289) 
 Payment on long-term debt  (31,588)  (9,250) 
 Share repurchases for minimum tax withholding  -   (41) 
 Dividends on common stock  (27,417)  (19,604) 
 Net cash used in financing activities  (34,928)  (23,184) 
Net change in cash and cash equivalents  (4,517)  (448) 
Cash and cash equivalents at beginning of period  15,657   27,077  
Cash and cash equivalents at end of period $11,140  $26,629  

Consolidated Communications Holdings, Inc.
Consolidated Revenue by Category
(Dollars in thousands)
    Three Months Ended    
    March 31,    
     2018    2017    
Commercial and carrier:        
Data and transport services (includes VoIP)  $86,025 $50,904   
Voice services   52,161  22,026   
Other   11,863  3,902   
    150,049  76,832   
Broadband (VoIP and Data)   63,111  28,393   
Video services   22,834  23,104   
Voice services   52,062  13,042   
    138,007  64,539   
Subsidies   25,255  10,572   
Network access   39,715  14,553   
Other products and services   3,013  3,439   
Total operating revenue  $356,039 $169,935   

Consolidated Communications Holdings, Inc.
Pro Forma Consolidated Revenue by Category
(Dollars in thousands)
   Pro Forma, Three Months Ended  
   Q1 2018   Q4 2017   Q3 2017   Q2 2017  Q1 2017 
Commercial and carrier:           
Data and transport services (includes VoIP) $86,025 $86,145 $85,644 $85,213 $84,856 
Voice services  52,161  54,137  54,270  56,180  56,357 
Other  11,863  11,709  13,366  13,562  12,238 
   150,049  151,991  153,280  154,955  153,451 
Broadband (VoIP and Data)  63,111  63,052  63,893  63,576  62,830 
Video services  22,834  22,646  23,342  23,900  24,719 
Voice services  52,062  54,581  57,213  57,381  58,021 
   138,007  140,279  144,448  144,857  145,570 
Subsidies  25,255  20,375  20,933  22,890  25,268 
Network access  39,715  40,243  41,262  42,715  43,728 
Other products and services  3,013  3,472  3,406  3,671  3,826 
Total operating revenue $356,039 $356,360 $363,329 $369,088 $371,843 

Consolidated Communications Holdings, Inc.
Schedule of Adjusted EBITDA Calculation
(Dollars in thousands)
  Three Months Ended   
  March 31,   
   2018     2017    
Net loss$(11,198) $(3,705)  
Add (subtract):     
Income tax benefit (4,248)  (2,174)  
Interest expense, net 32,716   29,671   
Depreciation and amortization 107,899   42,195   
EBITDA 125,169   65,987   
Adjustments to EBITDA (1):     
Other, net (2) 6,152   3,540   
Investment income (accrual basis) (7,789)  (5,278)  
Investment distributions (cash basis) 9,470   5,644   
Pension/OPEB expense 1,372   693   
Non-cash compensation (3) 678   538   
Adjusted EBITDA$135,052  $71,124   
(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 Pro Forma Adjusted EBITDA Calculation
(Dollars in thousands)
 Pro Forma 
  Three Months Ended  
  March 31,  
   2018     2017   
Net loss$(11,198) $(8,548) 
Add (subtract):    
Income tax benefit (4,248)  (5,402) 
Interest expense, net 32,716   28,544  
Depreciation and amortization 107,899   105,441  
EBITDA 125,169   120,035  
Adjustments to EBITDA (1):    
Other, net (2) 6,152   2,119  
Investment income (accrual basis) (7,789)  (5,278) 
Investment distributions (cash basis) 9,470   5,644  
Pension/OPEB expense 1,372   3,790  
Non-cash compensation (3) 678   2,172  
Adjusted EBITDA$135,052  $128,482  
(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.
Cash Available to Pay Dividends
(Dollars in thousands)
  Three Months Ended 
  March 31, 2018 
Adjusted EBITDA$  135,052 
 - Cash interest expense    (29,900)
 - Capital expenditures   (60,808)
 - Cash income (taxes)/refund   (72)
Cash available to pay dividends$  44,272 
Dividends Paid$  27,417 
Payout Ratio 61.9% 
Note:  The above calculation excludes the principal payments on our debt 


Consolidated Communications Holdings, Inc.
Total Net Debt to LTM Adjusted EBITDA Ratio
(Dollars in thousands)
  March 31,  
Summary of Outstanding Debt:  2018   
Term loans, net of discount $8,010$1,808,815  
Revolving loan 22,000  
Senior unsecured notes due 2022, net of discount $3,504 496,496  
Capital leases 35,058  
Total debt as of March 31, 2018$2,362,369  
Less deferred debt issuance costs (13,417) 
Less cash on hand (11,140) 
Total net debt as of March 31, 2018$2,337,812  
Pro Forma Adjusted EBITDA for the  
twelve months ended March 31, 2018$542,778 (a)
Total Net Debt to last twelve months  
Adjusted EBITDA - Pro Forma 4.31x  
(a) Full benefit of targeted synergies of $55.0 million are not yet fully reflected in Pro Forma Adjusted EBITDA.

Consolidated Communications Holdings, Inc.
Adjusted Net Income and Net Income Per Share
Dollars in thousands, except per share amounts)
  Three Months Ended  
  March 31,  
   2018     2017   
Net loss$(11,198) $(3,705) 
Transaction and severance related costs, net of tax 4,804   2,063  
Storm costs, net of tax 2,213   -  
Local switching support settlement, net of tax (2,941)  -  
Non-cash interest expense for swaps, net of tax 1,739   25  
Amortization of commitment fee, net of tax -   2,160  
Ticking fees on committed financing, net of tax -   4,892  
Non-cash stock compensation, net of tax 500   331  
Adjusted net income (loss)$(4,883) $5,766  
Weighted average number of shares outstanding 70,598   50,410  
Adjusted diluted net income (loss) per share$(0.07) $0.11  
Calculations above assume a 26.2% and 38.4% effective tax rate for the three months ended March 31, 2018 and 2017, respectively.
Net income per share has been impacted by approximately ($0.11) for the three months ended March 31, 2018 due to increased depreciation and amortization associated with the preliminary valuation of the FairPoint assets.

Consolidated Communications Holdings, Inc.
Key Operating Statistics
         Pro Forma  
    March 31,   December 31,  % Change    March 31,  % Change 
     2018     2017   in Qtr   2017   YOY
Voice Connections  955,419   972,178  (1.7%)   1,028,231  (7.1%) 
Data and Internet Connections  785,230   783,682  0.2%   782,533  0.3% 
Video Connections  100,570   103,313  (2.7%)   109,981  (8.6%) 
Business and Broadband as % of total revenue (1) 73.2%   74.7%  (2.0%)   73.7%  (0.7%) 
Fiber route network miles (long-haul and metro) 36,294   35,984  0.9%   35,550  2.1% 
On-net buildings  9,356   9,062  3.2%   8,215  13.9% 
Consumer Customers  661,758   671,300  (1.4%)   700,154  (5.5%) 
Consumer ARPU $69.52  $69.66  (0.2%)  $69.30  0.3% 
(1) Business and Broadband revenue % includes: commercial/carrier, equipment sales and service, directory, consumer broadband and special access.