UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 10, 2009
QUICKSILVER GAS SERVICES LP
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33631 | 56-2639586 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
777 West Rosedale Street
Fort Worth, Texas 76104
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (817) 665-8620
_______________
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 August 10, 2009, we issued a press release reporting our operating and financial results for the quarter ended June 30, 2009. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
The press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. We presented distributable cash flow, EBITDA and adjusted gross margin for all periods presented in the press release.
As part of the press release, we provided a reconciliation of distributable cash flow to net income, which is the most comparable financial measure determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our management believes that distributable cash flow provides investors with information that is useful to an assessment of our operating performance and the cash flow generated by our operations. Other companies may calculate their distributable cash flow differently than we calculate our distributable cash flow and, accordingly, our distributable cash flow may not be comparable to similar measures disclosed by other companies.
We also provided a reconciliation of EBITDA and adjusted gross margin to net income, which is the most comparable financial measure determined in accordance with accounting principles generally accepted in the United States of America. EBITDA is used as a supplemental performance measure by our management to assess:
| • | financial performance of our assets without regard to financing methods, capital structure or historical cost basis; |
| • | our operating performance as compared to those of other companies in the midstream energy industry without regard to financing methods, capital structure or historical cost basis; and |
| • | the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities. |
We also use EBITDA to assess our ability to incur and service debt, fund capital expenditures and make distributions. Adjusted gross margin is used by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others to evaluate the relationship between our gathering and processing revenues and our cost of operating our facilities and our general and administrative overhead.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
SIGNATURE
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.
| QUICKSILVER GAS SERVICES LP | ||
| By: | Quicksilver Gas Services GP LLC, | |
| its General Partner | ||
By: | /s/ Philip Cook | |
| Philip Cook | ||
| Senior Vice President - | ||
| Chief Financial Officer | ||
Date: August 10, 2009
INDEX TO EXHIBITS