EXHIBIT 99.1
Consolidated Communications Reports Second Quarter 2012 Results
- Delivered a solid quarter of broadband subscriber growth.
- Generated another strong access line performance.
- Closed on the acquisition of SureWest on July 2nd.
- Integration is progressing well and as planned.
MATTOON, Ill., Aug. 2, 2012 (GLOBE NEWSWIRE) -- Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) reported results for the second quarter 2012 and updated its guidance for the acquisition of SureWest Communications.
Second quarter financial summary:
- Revenue was $93.0 million.
- Net cash from operations was $28.7 million.
- Adjusted EBITDA was $44.8 million.
- Dividend payout ratio was 59.6%.
These results do not reflect the operations of SureWest since the acquisition closed after the end of the quarter.
"I am pleased with the financial results for the quarter and the continued improvement to our revenue trends," said Bob Currey, President and Chief Executive Officer. "Our broadband growth was solid in what is historically a very slow quarter, and we had another strong access line performance. During the quarter, we continued to expand our network capitalizing on the increasing demand in commercial and wholesale opportunities. We have assembled a strong portfolio of products and services that generate consistent cash flows to support our dividend."
"On July 2nd, we closed on the acquisition of SureWest. Together, we became a much stronger company with an improved balance sheet and expanded cash flows. The combined markets and services provide the company with diversified revenues and greater scale over one of the highest quality networks in the industry. Integration efforts are off to a fast start and we are well on our way to meeting our synergy projections. At the close, we realized approximately $10.0 million in annualized operating synergies and we remain committed to the $25.0 million we previously guided," Currey concluded.
Operating Statistics at June 30, 2012, Compared to June 30, 2011.
| | Period Ended June 30, | | |
| | 2012 | 2011 | Increase/(decrease) | % |
| | | | | |
| Total connections | 479,321 | 462,704 | 16,617 | 3.6% |
| ILEC access lines | 225,025 | 232,360 | (7,335) | (3.2)% |
| High-speed Internet subscribers | 113,856 | 108,581 | 5,275 | 4.9% |
| IPTV subscribers | 35,834 | 31,218 | 4,616 | 14.8% |
| ILEC VOIP lines | 9,891 | 8,799 | 1,092 | 12.4% |
| CLEC access line equivalents | 94,715 | 81,746 | 12,969 | 15.9% |
Cash Available to Pay Dividends
For the quarter, cash available to pay dividends, or CAPD, was $19.5 million, and the dividend payout ratio was 59.6%. Excluding the $298.0 million of net proceeds from the senior notes offering, at June 30, 2012, cash and cash equivalents and restricted cash totaled $102.0 million. The Company made capital expenditures of $10.9 million.
Financial Highlights for the Second Quarter Ended June 30, 2012
- Revenues were $93.0 million, compared to $92.6 million in the same period of 2011 resulting in an increase of $0.4 million, or 0.4%. Increases in network access, subsidies, data and internet and other operations were partially offset by declines in local and long distance services.
- Income from operations was $14.1 million, compared to $14.7 million in the second quarter of 2011. The decrease is attributable to SureWest related transaction costs and higher video programming costs. The second quarter of 2011 included $2.5 million of expense in connection with amending our credit agreement.
- Interest expense, net was $16.9 million, compared to $12.4 million in the same quarter last year. The increase is primarily due to $2.7 million in one month of accrued interest for our Senior Notes offering, which closed on May 30th and $2.6 million in amortization and fees on the committed financing for the SureWest acquisition. These items were partially offset by lower expenses from our interest rate swap agreements.
- Other income, net was $6.9 million, compared to $6.3 million for same period in 2011. Cash distributions from our Verizon wireless partnerships were $5.9 million for the second quarter of 2012 compared to $5.8 million for the same quarter of 2011.
- Net income attributable to common stockholders was $2.8 million, compared to $5.4 million in the second 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 $5.4 million, compared to $7.7 million in the same quarter of 2011.
- Diluted net income per common share was $0.09, compared to $0.18 in the second quarter of 2011. "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 $0.18 compared to $0.26 for the prior year period.
- Net cash provided from operating activities was $28.7 million, compared to $30.1 million for the second quarter in 2011. The decline was driven primarily due to costs related to the SureWest acquisition and related financing.
- Adjusted EBITDA was $44.8 million, compared to $46.4 million for the same period in 2011.
- The total net debt to last twelve month adjusted EBITDA coverage ratio was 4.19 times to one.
Financial Highlights for the Six Months Ended June 30, 2012
- Revenues were $186.4 million, compared to $188.1 million in the same period of 2011. Declines in local calling services, network access and long distance were partially offset by increases in data and internet and other operations.
- Net income attributable to common stockholders was $4.5 million, compared to $12.7 million in the prior year period. In addition to lower revenue, the decline is primarily due to costs related to the SureWest acquisition and associated financing.
- Net cash provided from operating activities was $51.5 million, compared to $61.2 million for the first half of 2011.
- Adjusted EBITDA was $91.1 million, compared to $94.9 million for the same period of 2011.
SureWest
The Company closed on its acquisition of SureWest on July 2nd and will report combined financial results starting with the third quarter. For the second quarter, SureWest had revenues of $64.8 million, adjusted EBITDA of $19.8 million and capital expenditures of $21.5 million. Also during the quarter, SureWest built fiber to an additional 3,600 marketable homes and passed an additional 2,400 homes with video service in its ILEC footprint.
Financial Guidance
The Company is updating its guidance for the acquisition of SureWest. The table below reflects pro forma guidance for 2012, which includes a full year of SureWest for both periods presented.
| | |
| | 2011 Pro Forma Results | 2012 Pro Forma Guidance |
| | | |
| Cash Interest Expense | $59.7 million | $63.0 million to $67.0 million |
| Cash Income Taxes | $7.8 million | $5.0 million to $6.0 million |
| Capital Expenditures | $115.1 million | $110.0 million to $115.0 million |
Dividend Payments
On July 30, 2012, the Company's board of directors declared its next quarterly dividend of $0.38738 per common share, which is payable on November 1, 2012 to stockholders of record at the close of business on October 15, 2012.
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 first 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 at http://www.consolidated.com. If you do not have internet access, the conference call dial-in number is 1-877-374-3981 with pass code 99834344. 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 August 9, 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 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; content costs are 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.
- Tables Follow –
| | | |
| Consolidated Communications Holdings, Inc. |
| Condensed Consolidated Balance Sheets |
| (Dollars in thousands, except par value) |
| | | |
| | June 30, | December 31, |
| | 2012 | 2011 |
| | (Unaudited) | |
| ASSETS | | |
| Current assets: | | |
| Cash and cash equivalents | $ 84,984 | $ 105,704 |
| Restricted Cash | 315,082 | -- |
| Accounts receivable, net | 35,165 | 35,492 |
| Prepaid expenses and other current assets | 31,103 | 27,134 |
| Total current assets | 466,334 | 168,330 |
| Property, plant and equipment, net | 321,047 | 332,046 |
| Intangibles, net and other assets | 692,055 | 693,693 |
| Total assets | $ 1,479,436 | $ 1,194,069 |
| | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | |
| Current liabilities: | | |
| Current portion of long-term debt | $ 8,800 | $ 8,800 |
| Current portion of capital lease obligation | 216 | 192 |
| Accounts payable | 15,128 | 13,673 |
| Accrued expenses and other current liabilities | 78,136 | 62,625 |
| Total current liabilities | 102,280 | 85,290 |
| Capital lease obligation less current portion | 4,403 | 4,519 |
| Long-term debt | 1,164,855 | 871,200 |
| Other long-term liabilities | 175,244 | 185,248 |
| Total liabilities | 1,446,782 | 1,146,257 |
| Stockholders' equity: | | |
| Common stock, $0.01 par value | 299 | 299 |
| Paid in capital | 61,968 | 79,852 |
| Accumulated other comprehensive loss | (35,352) | (37,833) |
| Total Consolidated Communications Holdings, Inc. stockholders' equity | 26,915 | 42,318 |
| Noncontrolling interest | 5,739 | 5,494 |
| Total stockholders' equity | 32,654 | 47,812 |
| Total liabilities and stockholders' equity | $ 1,479,436 | $ 1,194,069 |
| | | | | |
| Consolidated Communications Holdings, Inc. |
| Condensed Consolidated Statements of Operations |
| (Dollars in thousands, except per share amounts) |
| (Unaudited) |
| | | | | |
| | Three Months Ended
June 30, | Six Months Ended
June 30, |
| | 2012 | 2011 | 2012 | 2011 |
| | | | | |
| Revenues | $ 93,005 | $ 92,623 | $ 186,369 | $ 188,064 |
| Operating expenses: | | | | |
| Cost of services and products | 36,526 | 34,267 | 72,390 | 69,951 |
| Selling, general and administrative expenses | 19,996 | 19,147 | 39,524 | 39,846 |
| Financing and other transaction costs | 562 | 2,540 | 5,384 | 2,540 |
| Depreciation and amortization | 21,869 | 21,987 | 44,006 | 44,145 |
| Income from operations | 14,052 | 14,682 | 25,065 | 31,582 |
| Other income (expense): | | | | |
| Interest expense, net | (16,893) | (12,397) | (31,493) | (24,336) |
| Other income, net | 6,947 | 6,307 | 13,427 | 13,451 |
| Income before income taxes | 4,106 | 8,592 | 6,999 | 20,697 |
| Income tax expense | 1,200 | 3,079 | 2,209 | 7,687 |
| Net income | 2,906 | 5,513 | 4,790 | 13,010 |
| Less: Net income attributable to noncontrolling interest | 120 | 162 | 245 | 294 |
| Net income attributable to Consolidated Communications Holdings, Inc. | $ 2,786 | $ 5,351 | $ 4,545 | $ 12,716 |
| | | | | |
| Diluted net income attributable to Consolidated Communications Holdings, Inc. per common share | $ 0.09 | $ 0.18 | $ 0.15 | $ 0.42 |
| | | | | |
| Consolidated Communications Holdings, Inc. |
| Condensed Consolidated Statements of Cash Flows |
| (Dollars in thousands) |
| (Unaudited) |
| |
| | Three Months Ended | Six Months Ended |
| | June 30, | June 30, |
| | 2012 | 2011 | 2012 | 2011 |
| | | | | |
| OPERATING ACTIVITIES | | | | |
| Net income | $ 2,906 | $ 5,513 | $ 4,790 | $ 13,010 |
| Adjustments to reconcile net income to cash provided by operating activities: | | | | |
| Depreciation and amortization | 21,869 | 21,987 | 44,006 | 44,145 |
| Stock-based compensation expense | 589 | 579 | 1,090 | 1,090 |
| Transaction costs | (699) | -- | (699) | -- |
| Loss on disposal of assets | 146 | -- | 206 | 4 |
| Amortization of deferred financing | 1,557 | 338 | 5,020 | 662 |
| Other adjustments, net | (778) | (302) | (1,152) | (2) |
| Changes in operating assets and liabilities, net | 3,089 | 2,009 | (1,782) | 2,294 |
| Net cash provided by operating activities | 28,679 | 30,124 | 51,479 | 61,203 |
| INVESTING ACTIVITIES | | | | |
| Return of capital in excess of earnings | (92) | 56 | -- | 56 |
| Proceeds from sale of investments | -- | -- | -- | -- |
| Proceeds from sale of assets | 8 | 281 | 28 | 396 |
| Restricted cash related to the acquisition of SureWest | (298,035) | -- | (298,035) | -- |
| S-4 Related Costs | (314) | -- | (314) | -- |
| Capital expenditures | (10,927) | (10,653) | (22,151) | (20,704) |
| Net cash used in investing activities | (309,360) | (10,316) | (320,472) | (20,252) |
| FINANCING ACTIVITIES | | | | |
| Payments made on long-term obligations | (2,247) | (37) | (4,492) | (71) |
| Refinancing fees | -- | (3,399) | -- | (3,399) |
| Cash payments from refinancing | 13 | -- | (5,070) | -- |
| Discount on bond offering | (1,945) | -- | (1,945) | -- |
| Proceeds from bond offering | 300,000 | -- | 300,000 | -- |
| Restricted cash for bond offering | (17,047) | -- | (17,047) | -- |
| Dividends on common stock | (11,602) | (11,598) | (23,173) | (23,128) |
| Net cash used in financing activities | 267,172 | (15,034) | 248,273 | (26,598) |
| Net change in cash and cash equivalents | (13,509) | 4,774 | (20,720) | 14,353 |
| Cash and cash equivalents at beginning of period | 98,493 | 77,233 | 105,704 | 67,654 |
| Cash and cash equivalents at end of period | $ 84,984 | $82,007 | $ 84,984 | $ 82,007 |
| | | | | |
| Consolidated Communications Holdings, Inc. |
| Consolidated Revenue by Category |
| (Dollars in thousands) |
| (Unaudited) |
| | | | | |
| | Three Months Ended | Six Months Ended |
| | June 30, | June 30, |
| | 2012 | 2011 | 2012 | 2011 |
| | | | | |
| Telephone Operations | | | | |
| Local calling services | $ 19,657 | $ 21,424 | $ 39,604 | $ 43,051 |
| Network access services | 19,614 | 19,292 | 39,387 | 40,680 |
| Subsidies | 11,224 | 11,107 | 22,683 | 22,655 |
| Long distance services | 3,471 | 4,121 | 7,004 | 8,418 |
| Data and Internet services | 22,761 | 20,575 | 44,746 | 40,645 |
| Other services | 8,286 | 8,290 | 16,671 | 16,753 |
| Total Telephone Operations | 85,013 | 84,809 | 170,095 | 172,202 |
| Other Operations | 7,992 | 7,814 | 16,274 | 15,862 |
| Total operating revenues | $ 93,005 | $ 92,623 | $ 186,369 | $ 188,064 |
| | | | | |
| Consolidated Communications Holdings, Inc. |
| Schedule of Adjusted EBITDA Calculation |
| (Dollars in thousands) |
| (Unaudited) |
| | | | | |
| | Three Months Ended | Six Months Ended |
| | June 30, | June 30, |
| | 2012 | 2011 | 2012 | 2011 |
| EBITDA: | | | | |
| Net cash provided by operating activities | $ 28,679 | $ 30,124 | $ 51,479 | $ 61,203 |
| Adjustments: | | | | |
| Compensation from restricted share plan | (589) | (579) | (1,090) | (1,090) |
| Other adjustments, net | (226) | (36) | (3,375) | (664) |
| Changes in operating assets and liabilities | (3,089) | (2,009) | 1,782 | (2,294) |
| Interest expense, net | 16,893 | 12,397 | 31,493 | 24,336 |
| Income taxes | 1,200 | 3,079 | 2,209 | 7,687 |
| EBITDA (1) | 42,868 | 42,976 | 82,498 | 89,178 |
| | | | | |
| Adjustments to EBITDA (2): | | | | |
| Other, net (3) | (4,552) | (2,976) | (4,599) | (8,143) |
| Investment distributions (4) | 5,901 | 5,858 | 12,112 | 12,743 |
| Non-cash compensation (5) | 589 | 579 | 1,090 | 1,090 |
| Adjusted EBITDA | $ 44,806 | $ 46,437 | $ 91,101 | $ 94,868 |
| | | | | |
| Footnotes for Adjusted EBITDA: |
| (1) EBITDA is defined as net earnings before interest expense, income taxes, depreciation and amortization on a historical basis. |
| (2) These adjustments reflect those required or permitted by the lenders under the credit facility in place at the end of each of the quarters included in the periods presented. |
| (3) Other, net includes the equity earnings from our investments, dividend income, income attributable to noncontrolling interests in subsidiaries, transaction related costs and certain miscellaneous items. |
| (4) For purposes of calculating adjusted EBITDA, we include all cash dividends and other cash distributions received from our investments. |
| (5) Represents compensation expenses in connection with our Restricted Share Plan, which because of the non-cash nature of the expenses are being excluded from adjusted EBITDA. |
| | | |
| Consolidated Communications Holdings, Inc. |
| Cash Available to Pay Dividends |
| (Dollars in thousands) |
| (Unaudited) |
| | | |
| | Three Months
Ended June 30,
2012 | Six Months
Ended June 30,
2012 |
| Adjusted EBITDA | $ 44,806 | $ 91,101 |
| | | |
| - Cash interest expense | (13,681) | (24,667) |
| - Capital expenditures | (10,926) | (22,151) |
| - Cash income taxes | (746) | (4,496) |
| | | |
| Cash available to pay dividends | $ 19,453 | $ 39,787 |
| | | |
| Dividends Paid | $ 11,602 | $ 23,132 |
| Payout Ratio | 59.6% | 58.1% |
| | | |
| * The above calculation excludes the principal payments on the amortization of our debt. |
| | | |
| Consolidated Communications Holdings, Inc. |
| Total Net Debt to LTM Adjusted EBITDA Ratio |
| (Dollars in thousands) |
| (Unaudited) |
| | | |
| | | |
| Summary of Outstanding Debt | | |
| Term loan | $ 875,600 | |
| Capital leases | 4,619 | |
| Total debt as of June 30, 2012 | $ 880,219 | |
| Less cash on hand and escrowed cash | (102,031) | |
| Total net debt as of June 30, 2012 | $ 778,188 | |
| | | |
| Adjusted EBITDA for the last twelve months ended June 30, 2012 | $ 185,689 | |
| | | |
| Total Net Debt to last twelve months | | |
| Adjusted EBITDA | 4.19 | x |
| | | |
| * This schedule excludes the net proceeds and debt associated with the senior notes. |
| | | | | |
| Consolidated Communications Holdings, Inc. |
| Adjusted Net Income and Per Share Attributable to Common Stockholders |
| (in thousands, except per share amounts) |
| (Unaudited) |
| | | | | |
| | | | | |
| | Three Months Ended | Six Months Ended |
| | June 30, | June 30, | June 30, | June 30, |
| | 2012 | 2011 | 2012 | 2011 |
| Reported net income attributable to common | $ 2,786 | $ 5,351 | $ 4,545 | $ 12,716 |
| Acquisition related costs, net of tax | 2,242 | -- | 7,552 | -- |
| Severance, net of tax | -- | 308 | -- | 301 |
| Refinancing charges, net of tax | -- | 1,631 | -- | 1,598 |
| Non-cash stock compensation, net of tax | 417 | 372 | 746 | 686 |
| Adjusted net income attributable to common stockholders | $ 5,445 | $ 7,662 | $ 12,843 | $ 15,301 |
| | | | | |
| Weighted average number of shares outstanding | 29,689 | 29,593 | 29,689 | 29,593 |
| Adjusted diluted net income per share | $ 0.18 | $ 0.26 | $ 0.43 | $ 0.52 |
| | | | | |
| Calculations above assume a 29.2 and 35.8 percent effective tax rate for the three months ended June 30, 2012 and 2011, respectively. The assumed effective tax rates for the six months ended June 30, 2012 and 2011 are 31.6 and 37.1 percent, respectively. |
| | | | |
| Consolidated Communications Holdings, Inc. |
| Key Operating Statistics |
| (Unaudited) |
| | | | |
| | June 30,
2012 | March 31,
2012 | June 30,
2011 |
| Local access lines in service | | | |
| Residential | 136,047 | 136,607 | 138,538 |
| Business | 88,978 | 89,560 | 93,822 |
| Total local access lines | 225,025 | 226,167 | 232,360 |
| Total IPTV subscribers | 35,834 | 35,337 | 31,218 |
| ILEC DSL subscribers (1) | 113,856 | 112,368 | 108,581 |
| ILEC Broadband Connections | 149,690 | 147,705 | 139,799 |
| ILEC VOIP subscribers | 9,891 | 9,569 | 8,799 |
| CLEC Access Line Equivalents (2) | 94,715 | 89,672 | 81,746 |
| Total connections | 479,321 | 473,113 | 462,704 |
| | | | |
| Long distance lines (3) | 182,311 | 181,029 | 175,439 |
| | | | |
| IPTV Homes passed | 211,670 | 211,670 | 209,609 |
| IPTV penetration of homes passed | 17% | 17% | 15% |
| | | | |
| (1) Includes only ILEC DSL. CLEC DSL is included in CLEC access line equivalents. |
| (2) CLEC access line equivalents represent a combination of voice services and data circuits. The calculations represent a conversion of data circuits to an access line basis. Equivalents are calculated by converting data circuits (basic rate interface (BRI), primary rate interface (PRI), DSL, DS-1, DS-3, and Ethernet) and SONET-based (optical) services (OC-3 and OC-48) to the equivalent of an access line. |
| (3) Excludes CLEC LD subscribers. |
| | |
| SureWest |
| Schedule of Adjusted EBITDA Calculation |
| (Dollars in thousands) |
| (Unaudited) |
| | |
| | |
| | Three Months Ended |
| | June 30, 2012 |
| | |
| EBITDA: | |
| Net cash provided by operating activities | $ 14,415 |
| Adjustments: | |
| Compensation from restricted share plan | (2,681) |
| Other adjustments, net | (10,483) |
| Changes in operating assets and liabilities | 4,655 |
| Interest expense, net | 2,650 |
| Income taxes | (1,883) |
| EBITDA (1) | 6,673 |
| | |
| Adjustments to EBITDA (2): | |
| Other, net (3) | 10,488 |
| Investment distributions (4) | -- |
| Non-cash compensation (5) | 2,681 |
| Adjusted EBITDA | $ 19,842 |
| | |
| Footnotes for Adjusted EBITDA: | |
| (1) EBITDA is defined as net earnings before interest expense, income taxes, depreciation and amortization on a historical basis. |
| (2) These adjustments reflect those required or permitted by the lenders under the credit facility in place at the end of each of the quarters included in the periods presented. |
| (3) Other, net includes the equity earnings from our investments, dividend income, income attributable to noncontrolling interests in subsidiaries, transaction related costs and certain miscellaneous items. |
| (4) For purposes of calculating adjusted EBITDA, we include all cash dividends and other cash distributions received from our investments. |
| (5) Represents compensation expenses in connection with our Restricted Share Plan, which because of the non-cash nature of the expenses are being excluded from adjusted EBITDA. |
| | | | | | | | |
| SureWest Communications |
| Key Operating Statistics |
| (Unaudited) |
| | | | | | | | |
| BROADBAND | 6/30/2012 [1] | 6/30/2011 [1] | Change | % Change | 3/31/2012 [1] | Change | % Change |
| Residential | | | | | | | |
| Video | | | | | | | |
| Marketable Homes [2] | 306,000 | 281,200 | 24,800 | 9% | 300,000 | 6,000 | 2% |
| RGUs | 67,000 | 64,100 | 2,900 | 5% | 66,700 | 300 | 0% |
| Penetration [2] | 21.9% | 22.8% | -0.9% | (4%) | 22.2% | -0.3% | (2%) |
| ARPU | $75 | $71 | $4 | 6% | $73 | $2 | 3% |
| Voice | | | | | | | |
| Marketable Homes | 333,600 | 317,400 | 16,200 | 5% | 330,000 | 3,600 | 1% |
| RGUs | 74,300 | 75,900 | (1,600) | (2%) | 75,600 | (1,300) | (2%) |
| Penetration | 22.3% | 23.9% | -1.6% | (7%) | 22.9% | -0.6% | (3%) |
| ARPU | $28 | $28 | $0 | 1% | $28 | $0 | 1% |
| Data | | | | | | | |
| Marketable Homes | 333,600 | 317,400 | 16,200 | 5% | 330,000 | 3,600 | 1% |
| RGUs | 102,600 | 100,600 | 2,000 | 2% | 102,700 | (100) | (0%) |
| Penetration | 30.8% | 31.7% | -0.9% | (3%) | 31.1% | -0.4% | (1%) |
| ARPU | $47 | $41 | $6 | 16% | $44 | $3 | 7% |
| Total | | | | | | | |
| RGUs | 243,900 | 240,600 | 3,300 | 1% | 245,000 | (1,100) | (0%) |
| | | | | | | | |
| Subscriber totals | | | | | | | |
| Subscribers [3] | 106,700 | 105,100 | 1,600 | 2% | 106,800 | (100) | (0%) |
| Penetration | 32.0% | 33.1% | -1.1% | (3%) | 32.4% | -0.4% | (1%) |
| ARPU [4] | $112 | $102 | $10 | 10% | $108 | $4 | 4% |
| Triple Play ARPU [5] | $122 | $114 | $8 | 8% | $118 | $4 | 4% |
| Triple Play RGUs per Subscriber [5] | 2.46 | 2.51 | (0.05) | (2%) | 2.48 | (0.02) | (1%) |
| Churn | 1.8% | 1.5% | 0.2% | 15% | 1.4% | 0.3% | 21% |
| | | | | | | | |
| Business [6] | | | | | | | |
| Customers | 8,600 | 7,900 | 700 | 9% | 8,400 | 200 | 2% |
| ARPU | $589 | $551 | $38 | 7% | $584 | $5 | 1% |
| | | | | | | | |
| TELECOM | 6/30/2012 | 6/30/2011 | Change | % Change | 3/31/2012 | Change | % Change |
| Residential | | | | | | | |
| Voice | | | | | | | |
| Marketable Homes | 92,200 | 91,800 | 400 | 0% | 92,100 | 100 | 0% |
| RGUs [7] | 20,500 | 25,600 | (5,100) | (20%) | 21,700 | (1,200) | (6%) |
| Cumulative Migration to Broadband Voice [8] | 19,100 | 16,900 | 2,200 | 13% | 18,600 | 500 | 3% |
| Penetration | 22.2% | 27.9% | -5.7% | (20%) | 23.6% | -1.3% | (6%) |
| ARPU | $42 | $43 | ($0) | (1%) | $42 | $0 | 1% |
| Churn [9] | 1.7% | 1.8% | 0.0% | (2%) | 1.7% | 0.0% | 3% |
| | | | | | | | |
| Business [6] | | | | | | | |
| Customers | 7,400 | 7,700 | (300) | (4%) | 7,500 | (100) | (1%) |
| ARPU | $352 | $357 | ($5) | (1%) | $348 | $4 | 1% |
| | | | | | | | |
| CONSOLIDATED RESIDENTIAL VOICE RGUs | 6/30/2012 | 6/30/2011 | Change | % Change | 3/31/2012 | Change | % Change |
| ILEC Voice RGUs | | | | | | | |
| Broadband | 23,200 | 22,300 | 900 | 4% | 23,100 | 100 | 0% |
| Telecom | 20,500 | 25,600 | (5,100) | (20%) | 21,700 | (1,200) | (6%) |
| Total ILEC Voice RGUs [10] | 43,700 | 47,900 | (4,200) | (9%) | 44,800 | (1,100) | (2%) |
| CLEC Residential Voice RGUs [11] | 51,100 | 53,600 | (2,500) | (5%) | 52,500 | (1,400) | (3%) |
| TOTAL Residential Voice RGUs [12] | 94,800 | 101,500 | (6,700) | (7%) | 97,300 | (2,500) | (3%) |
| | | | | | | | |
| NETWORK METRICS | 6/30/2012 | 6/30/2011 | Change | % Change | 3/31/2012 | Change | % Change |
| Marketable Homes - Fiber | 170,100 | 154,300 | 15,800 | 10% | 166,500 | 3,600 | 2% |
| Marketable Homes - HFC | 94,300 | 93,900 | 400 | 0% | 94,300 | 0 | 0% |
| Marketable Homes - Copper 2-Play | 27,600 | 36,200 | (8,600) | (24%) | 30,000 | (2,400) | (8%) |
| Marketable Homes - Copper 3-Play | 41,600 | 33,000 | 8,600 | 26% | 39,200 | 2,400 | 6% |
| Total | 333,600 | 317,400 | 16,200 | 5% | 330,000 | 3,600 | 1% |
| | | | | | | | |
| Note: The calculation of certain metrics have been revised over time to reflect the current view of our business. Where necessary prior period metric calculations have been revised to conform with current practice. All amounts rounded to the nearest 10 |
| | | | | | | | |
| [1] During the first quarter of 2012, we reclassified approximately 400 small-office/home-office Broadband customers from Residential subscribers to Business customers. They had previously been counted as residential subscribers with primarily voice RGUs |
| [2] Marketable Homes - Prior to Q110, video marketable homes and penetration rate included serviceable homes in Sacramento and Kansas City fiber and hybrid fiber coax (HFC) networks only. With launch of ADTV in Q110, certain copper homes became video serv |
| [3] A residential subscriber is a customer who subscribes to one or more residential RGUs. |
| [4] ARPU is the total residential revenue per average subscriber. |
| [5] Triple play ARPU includes the total residential revenue per average subscriber and Triple play RGUs per Subscriber includes ending RGUs per ending subscriber, for the triple play markets, excluding the ILEC market. |
| [6] A business customer is a customer who subscribes to business data, voice or video and represents a unique customer account. ARPU is the total business revenue per average customer. |
| [7] A voice RGU is a residential customer who subscribes to one or more voice access lines. |
| [8] Telecom Voice RGU Migration to Broadband Voice are residential Telecom voice RGUs in Line [7] that have ported their Telecom primary access line service to Broadband VoIP. |
| [9] Telecom Churn excludes disconnects in Line [8] that have ported their Telecom primary access line service to Broadband VoIP. |
| [10] ILEC Voice RGUs are the total residential voice RGUs in the ILEC franchise market area that are either a Telecom primary access line or Broadband VoIP subscriber. |
| [11] CLEC Voice RGUs are the total residential voice RGUs in the Kansas City and Sacramento markets, excluding the ILEC market. |
| [12] Total Voice RGUs are the total of ILEC and CLEC residential voice RGUs, and represent the total company residential voice RGUs of both the Broadband and Telecom Segments. |
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CONTACT: Matt Smith
Treasurer & Investor Relations
217-258-2959
matthew.smith@consolidated.com