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EX-99.1 - SUREWEST COMMUNICATIONS | v175571_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
|
February
25, 2010
|
SureWest
Communications
|
(Exact
Name of Registrant as Specified in its
Charter)
|
California
|
000-29660
|
68-0365195
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
8150
Industrial Avenue, Roseville, California
|
95678
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code
|
(916)
772-2000
|
(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 (see General Instruction A.2. below):
¨ 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))
Item 2.02 Results of Operations and Financial Condition.
On
February 25, 2010, SureWest Communications issued a press release announcing its
financial results for the quarter and year ended December 31,
2009. The company's press release announcing the results is attached
hereto as Exhibit 99.1. The information contained in this Current Report,
including the exhibit, is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section. Such information shall not
be incorporated by reference into any filing of SureWest Communications, whether
made before or after the date hereof, regardless of any general incorporation
language in such filing.
This
press release includes non-GAAP financial measures such as Adjusted EBITDA, Free
Cash Flow and net debt. Adjusted EBITDA represents net income (loss) from
continuing operations excluding amounts for income taxes; depreciation and
amortization; non-cash pension and certain post-retirement benefits; non-cash
stock compensation; and all other non-operating income/expenses. Adjusted EBITDA
is not a measure of financial performance under United States generally accepted
accounting principles “GAAP” and should not be considered in isolation or as a
substitute for consolidated net income (loss) as a measure of performance. Free
cash flow represents net income (loss) from continuing operations plus
depreciation and amortization less capital expenditures. Net debt is a measure
of total long-term debt (including current maturities) less cash and cash
equivalents. Net debt
is a component in measuring leverage. Net debt is not a measure
determined in accordance with GAAP. A reconciliation to the comparable GAAP
measures is provided in the accompanying financial and operating
summaries.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The
following are filed as exhibits to this report:
Exhibit No.
|
Description
|
|
99.1
|
Press
Release dated February 25, 2010
|
2
SIGNATURES
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.
SUREWEST
COMMUNICATIONS
|
|||
|
By:
|
/s/ Dan T. Bessey | |
Dan T. Bessey | |||
Vice
President and Chief Financial Officer
|
|||
Date: February
25, 2010
3
EXHIBIT
INDEX
Exhibit No.
|
Description
|
|
99.1
|
Press
Release dated February 25, 2010.
|
4