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EX-99.1 - EX-99.1 - SUREWEST COMMUNICATIONSa11-21472_1ex99d1.htm









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



Date of Report (Date of earliest event reported)

July 28, 2011



SureWest Communications

(Exact name of registrant as specified in its charter)








(State or other jurisdiction
of incorporation)



File Number)


(IRS Employer
 Identification No.)



  8150 Industrial Avenue, Roseville, California



  (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):


o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o          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 July 28, 2011, SureWest Communications issued a press release announcing its financial results for the quarter and six months ended June 30, 2011.  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 Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow and Net Debt, which are financial measures that are not determined in accordance with United States generally accepted accounting principles “U.S. GAAP”.  Adjusted EBITDA represents net income (loss) excluding amounts for income taxes; depreciation and amortization; non-cash pension and certain post-retirement benefits; non-cash stock compensation; severance and other related termination costs; and all other non-operating income/expenses. Adjusted EBITDA 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) plus depreciation and amortization less capital expenditures. Adjusted free cash flow represents free cash flow as defined above, excluding network expansion capital investments.  Free cash flow and adjusted free cash flow are measures of operating cash flows available for corporate purposes after providing sufficient fixed asset additions to maintain current productive capacity.  Net debt represents total long-term debt (including current maturities) less cash and cash equivalents. Net debt can be used as a component in measuring leverage. Reconciliations to the comparable GAAP measures are provided in the accompanying financial and operating summaries.





Item 9.01. Financial Statements and Exhibits


(d)      Exhibits.


Exhibit No.





Press release dated July 28, 2011





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.



















 /s/ Dan T. Bessey



Dan T. Bessey



Chief Financial Officer


Date:  July 28, 2011






Exhibit No.





Press release dated July 28, 2011