Group 1 - S&P Dow Jones Indices will replace Consolidated Communications Holdings (CNSL) with International Seaways Inc. (INSW) in the S&P SmallCap 600 effective December 30, 2024 [2] - The acquisition of Consolidated Communications by Searchlight Capital Partners and British Columbia Investment Management Corporation (BCI) is expected to be completed soon, pending final closing conditions [2] - S&P Dow Jones Indices is a leading provider of index-based concepts, data, and research, with a significant presence in the global financial market [3]

Table of Contents Delaware 02-0636095 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 2116 South 17 th Street, Mattoon, Illinois 61938-5973 (Address of principal executive offices) (Zip Code) 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTIO ...

Exhibit 99.1 Consolidated Communications Announces Third Quarter 2024 Financial Results MATTOON, Ill. – Nov. 5, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the "Company" or "Consolidated"), a top 10 fiber provider in the U.S., today reported results for third quarter 2024. Third Quarter 2024 Results ● Revenue totaled $271.1 million ● Overall consumer revenue was $110.3 million ● Consumer fiber broadband revenue was $49.0 million ● Consumer broadband net adds were 5,134 ● Consumer broad ...

Merger and Acquisition - The company entered into a Merger Agreement on October 15, 2023, with a cash consideration of $4.70 per share for its common stock[15]. - The merger is expected to close in late Q4 2024 or early Q1 2025, subject to regulatory approvals[18]. - The Merger Agreement was approved by the board of directors and stockholders, with the transaction expected to close in late Q4 2024 or early Q1 2025[111]. - The Loan Agreement with Searchlight requires maintaining a maximum consolidated first lien leverage ratio in the event the Merger Agreement is terminated[60]. Financial Performance - Total operating revenues for the six months ended June 30, 2024, were $543.38 million, a slight decrease from $551.29 million in the same period of 2023[28]. - The Company reported a net loss of $54.8 million for the three months ended June 30, 2024, compared to a net loss of $108.1 million for the same period in 2023[36]. - Basic and diluted earnings per share (EPS) for the three months ended June 30, 2024, were $(0.58), while for the same period in 2023, it was $(1.05)[36]. - The diluted EPS for the six months ended June 30, 2024, was $(1.00), compared to $(1.47) for the same period in 2023[36]. - Adjusted EBITDA increased by $7.3 million (9%) to $84.2 million for the three months ended June 30, 2024, compared to $76.9 million in the same period in 2023[119]. - Adjusted EBITDA for the six months ended June 30, 2024, was $172.6 million, compared to $152.3 million for the same period in 2023[164]. Revenue Breakdown - The company reported broadband revenue of $161.29 million for the six months ended June 30, 2024, up from $139.30 million in the same period of 2023[28]. - The company’s voice services revenue decreased to $56.30 million for the six months ended June 30, 2024, from $63.62 million in the prior year[28]. - Broadband services revenues increased by $10.1 million (14%) and $22.0 million (16%) for the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023[123]. - Total voice connections decreased by 14% as of June 30, 2024, compared to the same period in 2023, reflecting a shift towards alternative communication services[105]. - Video services revenues decreased by $6.1 million (65%) and $9.1 million (48%) during the three and six months ended June 30, 2024, respectively, primarily due to the planned discontinuance of video services[126]. Expenses and Costs - Total operating expenses were $290.3 million for the three months ended June 30, 2024, a decrease of $79.9 million (22%) compared to the same period in 2023[117]. - Selling, general and administrative costs increased by $9.8 million (15.0%) and $12.5 million (10.0%) during the three and six months ended June 30, 2024, respectively, due to increased professional fees[141]. - Interest expense increased by $7.2 million (20.0%) and $15.8 million (25.0%) during the three and six months ended June 30, 2024, respectively, primarily due to increased variable interest rates[157]. Debt and Financing - Long-term debt as of June 30, 2024, was $2.27 billion, with a fair value of $2.06 billion[48]. - The Company repaid $397.0 million of Term Loans using proceeds from the issuance of $400.0 million 5.00% Senior Notes due 2028[52]. - The weighted-average interest rate on outstanding borrowings under the credit facility was 9.00% as of June 30, 2024, compared to 8.96% as of December 31, 2023[54]. - The Company completed an offering of $750.0 million aggregate principal amount of 6.50% Senior Notes due 2028, priced at par[181]. - The Company issued an additional $400.0 million aggregate principal amount of 5.00% Senior Notes, with net proceeds used to repay $397.0 million of Term Loans[181]. Assets and Liabilities - As of June 30, 2024, the Company had a net working capital deficit of $75.3 million, an increase of $14.2 million compared to December 31, 2023[185]. - The present value of minimum remaining lease commitments was approximately $42.2 million, with $20.6 million due within the next twelve months[184]. - The Company had approximately $75.2 million available on its revolving credit facility and $80.0 million undrawn under the Term Loan Agreement as of June 30, 2024[186]. Taxation - The effective tax rate for the three months ended June 30, 2024, was 16.2%, up from 14.6% in 2023, while the six-month effective tax rates were 19.9% and 17.5%, respectively[92]. - Unrecognized tax benefits as of June 30, 2024, were $4.9 million, with a net amount of $4.7 million that could impact the effective tax rate if recognized[90]. - The company recorded an increase of $6.1 million in current tax expense for the three months ended June 30, 2024, related to the write-down of noncash goodwill not deductible for tax purposes[92]. Operational Initiatives - The company plans to upgrade approximately 1.6 million passings to enable multi-Gig capable services, with 150,000 homes targeted for upgrade in 2024[41]. - The company is focused on enhancing its commercial product offerings and driving fiber connectivity to meet business customer needs[103]. - The company launched Fidium Fiber, offering symmetrical speeds from 50 Mbps to 2 Gbps, and expanded Fidium@Work for small businesses in February 2023[102]. - The company initiated a business simplification and cost savings initiative in July 2023, which included workforce reduction and facility consolidation[106]. Cash Flow and Investments - Net cash used in operating activities was $2.5 million during the six months ended June 30, 2024, a decrease of $69.9 million compared to the same period in 2023[166]. - Capital expenditures were $183.6 million during the six months ended June 30, 2024, down from $280.9 million in the same period in 2023, focusing on fiber projects and broadband network expansion[167]. - The company expects to fund future operating requirements from cash flows, existing cash, proceeds from asset sales, and potential borrowings under its credit facility[166].

Exhibit 99.1 Consolidated Communications Announces Second Quarter 2024 Financial Results MATTOON, Ill. – August 6, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the "Company" or "Consolidated"), a top 10 fiber provider in the U.S., today reported results for second quarter 2024. Second Quarter 2024 Results ● Revenue totaled $268.7 million ● Overall consumer revenue was $112.7 million ● Consumer fiber broadband revenue was $45.4 million ● Total consumer broadband net adds were 3,670 1 ● C ...

Lessor We have various arrangements for use of our network assets for which we are the lessor, including tower space, certain colocation, conduit and dark fiber arrangements. These leases meet the criteria for operating lease classification. Lease income associated with these types of leases is not material. Occasionally, we enter into arrangements where the term may be for a major part of the asset's remaining economic life such as in indefeasible right of use ("IRU") arrangements for dark fiber or conduit ...

Financial Performance - Total revenue for the first quarter of 2024 was $274.7 million, with consumer revenue at $114.8 million and commercial data services revenue at $54.7 million[25]. - The net loss for the first quarter of 2024 was ($47.2 million), a slight improvement from a net loss of ($47.7 million) in the same quarter of 2023[6]. - Adjusted EBITDA for the first quarter of 2024 was $88.4 million, compared to $75.4 million in the first quarter of 2023, reflecting a year-over-year increase of approximately 17%[25][22]. - Total operating revenue for Q1 2024 was $274,675, a decrease of 0.2% from $276,126 in Q1 2023[51]. - Loss from operations improved to $(6,297) in Q1 2024 compared to $(18,099) in Q1 2023[51]. - Net loss attributable to common shareholders was $(47,183) in Q1 2024, slightly better than $(47,691) in Q1 2023[51]. - Net loss for the three months ended March 31, 2024, was $35,383, compared to a net loss of $36,961 for the same period in 2023[52]. - Adjusted net loss attributable to common shareholders for the three months ended March 31, 2024, was $31,064, slightly improved from $31,763 in the prior year[57]. Capital Expenditures and Debt - Total committed capital expenditures for the first quarter of 2024 were $83.7 million, driven by 10,783 new fiber passings[26]. - The net debt leverage ratio as of March 31, 2024, was 6.76x, indicating the company's leverage position[28]. - The company had cash and short-term investments of approximately $7 million, along with $111 million of available borrowing capacity under its revolving credit facility[28]. - The company reported a weighted average cost of debt of 7.14% as of March 31, 2024[1]. - Total net debt as of March 31, 2024, was $2,246,538, with a total net debt to last 12 months adjusted EBITDA ratio of 6.76x[57]. - The company entered into an $80 million term loan agreement to enhance liquidity and financial flexibility[8]. Cash Flow and Investments - Net cash provided by operating activities for the three months ended March 31, 2024, was $5,670, a significant decrease from $55,086 in the same period last year[52]. - Net cash used in investing activities for the three months ended March 31, 2024, was $97,242, compared to $128,911 in the prior year[52]. - Net cash provided by financing activities for the three months ended March 31, 2024, was $94,170, a notable increase from a net cash used of $4,150 in the same period last year[52]. - Cash and cash equivalents at the end of the period were $7,363, down from $247,877 at the end of the same period in 2023[52]. - The company issued $100,000 in long-term debt during the three months ended March 31, 2024[52]. Operational Metrics - Consumer broadband revenue was $79.9 million, with total consumer broadband net adds of 6,338 during the quarter[25]. - Total Fiber Gig+ Capable Passings reached 1,246,991, representing 47% of the Company's service area as of Q1 2024[58]. - Total Consumer Broadband Connections increased to 399,557 in Q1 2024, with Fiber Gig+ Capable connections at 213,997[58]. - Consumer Broadband Net Adds for Fiber Gig+ Capable were 18,802 in Q1 2024, while DSL/Copper Net Adds were (12,464)[58]. - Consumer Broadband Penetration for Fiber Gig+ Capable reached 17.2% in Q1 2024, up from 14.8% in Q3 2023[58]. - Average Revenue Per Unit (ARPU) for Fiber Gig+ Capable was $67.96 in Q1 2024, compared to $66.90 in Q4 2023[58]. - Fiber Consumer Broadband Churn remained stable at 1.1% in Q1 2024[58]. - Total Consumer Broadband Revenue was $79,882,000 in Q1 2024, with Fiber Broadband Revenue at $41,613,000[58]. - The Company upgraded an additional 10,783 passings to Fiber to the Premises (FttP) in Q1 2024[59]. - The total number of On-net buildings increased to 15,254 in Q1 2024[58]. - The Company has a multi-year fiber build plan to upgrade 1.6 million passings, targeting 70% of its service area[59]. Shareholder Equity and Expenses - Total current liabilities decreased to $272,415 as of March 31, 2024, down from $317,245 at the end of 2023, a reduction of 14.1%[38]. - Cash and cash equivalents increased to $7,363 as of March 31, 2024, compared to $4,765 at the end of 2023, a growth of 54.5%[38]. - Total liabilities rose to $2,890,887 as of March 31, 2024, compared to $2,849,062 at the end of 2023, an increase of 1.5%[38]. - Selling, general and administrative expenses increased to $83,955 in Q1 2024 from $81,284 in Q1 2023, a rise of 3.3%[51]. - The company reported depreciation and amortization expenses of $80,633 in Q1 2024, up from $77,699 in Q1 2023[51]. - Total shareholders' equity decreased to $367,078 as of March 31, 2024, down from $406,774 at the end of 2023, a decline of 9.7%[38]. - Depreciation and amortization for the three months ended March 31, 2024, was $80,633, compared to $77,699 in the prior year[52]. - The weighted average number of common shares outstanding increased to 114,134 from 112,939 year-over-year[57]. Acquisition - Consolidated is in the process of being acquired by affiliates of Searchlight Capital Partners and British Columbia Investment Management Corporation for an enterprise value of approximately $3.1 billion, expected to close by the first quarter of 2025[30].

Financial Performance - Fourth quarter 2023 revenue totaled $275.2 million, with a net loss of ($58.6 million) compared to a net loss of ($45.5 million) in Q4 2022[4][6]. - Full-year 2023 revenue reached $1.11 billion, with a net loss of ($294.4 million) and adjusted EBITDA of $319.2 million[12]. - Total net revenues for the year ended December 31, 2023, were $1,110,120, a decrease of 6.8% from $1,191,263 in 2022[23]. - Operating loss for the year ended December 31, 2023, was $(158,178), compared to a loss of $(93,162) in 2022[23]. - Net loss attributable to common shareholders for the year ended December 31, 2023, was $(294,424), a significant decline from net income of $99,981 in 2022[23]. - The company reported adjusted diluted net loss per share from continuing operations of ($0.26) in Q4 2023, compared to ($0.17) in Q4 2022[4]. - Loss from continuing operations for Q4 2023 was $(47,285), compared to $(40,760) in Q4 2022[34]. - Adjusted EBITDA for Q4 2023 was $86,680, down from $101,658 in Q4 2022, reflecting a decrease of 14.7%[34]. - Adjusted net loss from continuing operations for the year ended December 31, 2023, was $127.679 million, compared to $44.273 million in 2022, indicating a significant increase in losses[39]. Capital Expenditures and Debt - Total committed capital expenditures for Q4 2023 were $91.5 million, with full-year capital expenditures amounting to $511.8 million[5][12]. - As of December 31, 2023, the company had a net debt leverage ratio of 6.73x and maintained liquidity with approximately $4.8 million in cash and short-term investments[7]. - Net interest expense for Q4 2023 was $41.6 million, an increase of $8.4 million from the prior year, with a weighted average cost of debt of 7.04%[3]. - Total net debt as of December 31, 2023, was $2.148576 billion, with a Total Net Debt to last 12 months Adjusted EBITDA ratio of 6.73x[43]. Consumer Broadband Metrics - Total consumer broadband net adds were 6,998 in Q4 2023, bringing total consumer broadband net adds for the year to 25,761[6][12]. - Consumer broadband connections reached 393,219 by the end of 2023, an increase from 367,458 in 2022, showing a growth of 7% year-over-year[45]. - Total consumer broadband revenue for the year ended December 31, 2023, was $290.84 million, compared to $272.146 million in 2022, indicating a growth of 6.9%[45]. - Fiber broadband revenue for Q4 2023 was $37.916 million, up from $24.016 million in Q4 2022, representing a 57.5% increase[45]. - Consumer average revenue per unit (ARPU) for Fiber Gig+ capable connections was $68.14 in Q4 2023, slightly down from $68.29 in Q3 2023[45]. Operational Changes and Acquisitions - The company entered into an agreement to be acquired by Searchlight and BCI in an all-cash transaction valued at approximately $3.1 billion, expected to close by Q1 2025[8]. - The company will not host an earnings conference call due to the pending acquisition transaction[9]. - The company reported integration and severance related costs of $9.551 million for Q4 2023, compared to $1.498 million in Q4 2022, highlighting increased restructuring expenses[39]. Asset and Liability Changes - Cash and cash equivalents decreased to $4,765 as of December 31, 2023, from $325,852 in 2022, representing a decline of 98.5%[25]. - Total assets decreased to $3,628,426 as of December 31, 2023, down from $3,887,094 in 2022, a reduction of 6.6%[21]. - Total current liabilities increased to $317,245 as of December 31, 2023, compared to $266,904 in 2022, an increase of 18.8%[21]. - The company reported a net cash provided by operating activities of $114,587 for the year ended December 31, 2023, down from $223,710 in 2022[25]. - The accumulated deficit increased to $(262,380) as of December 31, 2023, from $(11,866) in 2022, indicating a worsening financial position[21]. Revenue Breakdown - Total operating revenue for Q4 2023 was $275,178, a decrease of 7.1% from $295,976 in Q4 2022[29]. - Broadband (Data and VoIP) revenue increased to $76,458 in Q4 2023, up 1.8% from $75,089 in Q3 2023[29]. - Voice services revenue decreased to $29,935 in Q4 2023, down 12.1% from $34,314 in Q4 2022[29]. - Video services revenue was $7,460 in Q4 2023, a decline of 37.8% compared to $11,876 in Q4 2022[29]. - Commercial data services revenue was $54,473 in Q4 2023, slightly up from $53,870 in Q3 2023[29]. - Network access revenue decreased to $22,217 in Q4 2023, down from $26,308 in Q4 2022[34]. Fiber Expansion - Total Fiber Gig+ capable passings increased to 1,236,208 by the end of 2023, up from 1,008,660 at the end of 2022, reflecting a growth of 22.5%[45]. - The percentage of Fiber Gig+ coverage over total passings reached 47% by the end of 2023, compared to 38% at the end of 2022[45]. - As of December 31, 2023, the Company upgraded 227,548 passings to fiber, totaling 1,236,208 fiber passings, which represents 47% of the service area[1].

Fiber Internet Expansion - Fidium Fiber, a new Gigabit consumer fiber internet product, launched in November 2021 and expanded to additional markets in May 2022, offering symmetrical speeds from 50 Mbps to 2 Gbps[561] - The company completed the sale of its five limited wireless partnership interests to Cellco Partnership for $490.0 million in September 2022, with proceeds used to support fiber expansion[569] Financial Performance and Revenues - Total operating revenues decreased by 7% to $1,110.1 million in 2023 compared to $1,191.3 million in 2022[575] - Consumer broadband revenues increased by 7% to $290.8 million in 2023 from $272.1 million in 2022[575] - Commercial data services revenues decreased by 6% to $214.7 million in 2023 from $228.5 million in 2022[575] - Carrier data and transport services revenues decreased by 7% to $127.2 million in 2023 from $137.4 million in 2022[575] - Adjusted EBITDA from continuing operations decreased by 17% to $319.2 million in 2023 from $384.4 million in 2022[575] - Selling, general and administrative costs increased by 13% to $340.2 million in 2023 from $301.6 million in 2022[575] - Depreciation and amortization increased by 5% to $315.1 million in 2023 from $300.2 million in 2022[575] - Loss from continuing operations increased by 41% to $250.1 million in 2023 from $177.7 million in 2022[575] - Net income attributable to common shareholders decreased by 394% to a loss of $294.4 million in 2023 from a profit of $100.0 million in 2022[575] - The company's stock performance showed a cumulative total shareholder return of $47.19 in 2023, compared to $38.84 in 2022[586] Strategic Transactions and Agreements - The company entered into a Merger Agreement on October 15, 2023, with Condor Holdings LLC, where each share of common stock will be converted into $4.70 per share[564] - The Merger Agreement was approved by the company's board of directors and stockholders, with no adjournment necessary to solicit additional proxies[566] - The company entered into a definitive agreement to sell its Washington operations for gross cash proceeds of approximately $73.0 million, with an impairment loss of $77.8 million recognized in 2023[572] - The company completed the sale of its Ohio operations for $26.1 million in January 2022, with an impairment loss of $5.7 million recognized in 2021 and an additional loss of $0.8 million in 2022[573] Cost Savings and Business Simplification - A business simplification and cost savings initiative plan initiated in July 2023 is expected to result in annualized savings of approximately $30.0 million, with $17.4 million recognized in severance costs in 2023[568] Wireless Partnerships and Income - The company recognized income of $23.5 million and $41.8 million in 2022 and 2021, respectively, from wireless partnerships, with cash distributions of $29.2 million and $43.0 million in the same periods[571] Video Services Transition - Total video connections decreased by 37% as of December 31, 2023, compared to 2022, due to the company's strategy to de-emphasize linear video services and transition customers to streaming services[563]

MATTOON, Ill.--(BUSINESS WIRE)--Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today announced that, based on the preliminary vote count provided by its proxy solicitor following the Company’s special meeting of shareholders (the “Special Meeting”) held earlier today, Consolidated shareholders have voted overwhelmingly to approve the proposed acquisition of the Company by affiliates of Searchlight Capital Partners, L.P. (“Sea ...