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 1, 2017  

Star Gas Partners, L.P.
(Exact Name of Registrant as Specified in Charter)

DELAWARE	001-14129	06-1437793
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

 

9 West Broad Street, Suite 310, Stamford, CT 06902

(Address of Principal Executive Offices) (Zip Code)

(203) 328-7310
(Registrant's telephone number, including area code)

Not Applicable
(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:
	[   ]	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))

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Item 2.02. Results of Operations and Financial Condition.

On February 1, 2017, Star Gas Partners, L.P., a Delaware partnership (the "Partnership"), issued a press release announcing its financial results for the fiscal first quarter ended December 31, 2016.  A copy of the press release is furnished within this report as Exhibit 99.1.

The information in this report is being furnished, and is not deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.

Item 7.01. Regulation FD Disclosure.

 

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1   A copy of the Star Gas Partners, L.P. Press Release dated February 1, 2017.

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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.

	Star Gas Partners, L.P. By: Kestrel Heat, LLC (General Partner)
Date: February 1, 2017	By:	/s/ Richard F. Ambury
		Richard F. Ambury
		Chief Financial Officer Principal Financial Officer

EXHIBIT 99.1

Star Gas Partners, L.P. Reports Fiscal 2017 First Quarter Results

STAMFORD, Conn., Feb. 01, 2017 (GLOBE NEWSWIRE) -- Star Gas Partners, L.P. (the "Partnership" or "Star") (NYSE:SGU), a home energy distributor and services provider, today announced financial results for its fiscal 2017 first quarter, the three-month period ended December 31, 2016.

For the fiscal 2017 first quarter Star reported a 20.4 percent increase in total revenue to $384.1 million, compared with revenue of $319.1 million in the prior-year period, largely due to a weather related increase in home heating oil and propane volume and an increase in wholesale per gallon product costs of 10.7 percent. The impact of these items was partially offset by a decline in home heating oil and propane per gallon margins.

Home heating oil and propane volume for the fiscal 2017 first quarter increased by 19.4 million gallons, or 24.3 percent, to 99.5 million gallons, as the impact of colder temperatures was somewhat offset by net customer attrition and other factors. Temperatures in Star's geographic areas of operation for the fiscal 2017 first quarter were 33.6 percent colder than during the fiscal 2016 first quarter but 10.7 percent warmer than normal, as reported by the National Oceanic and Atmospheric Administration.

Net income increased $6.2 million, or 51.6 percent, to $18.3 million, as the impact of colder temperatures and a favorable change in the fair value of derivative instruments of $14.1 million was partially offset by the impact of lower home heating oil and propane margins, the absence of a $12.5 million credit recorded under the Partnership's weather hedge contract (as was recorded in fiscal 2016), and an increase in income tax expense of $3.4 million.

Adjusted EBITDA decreased by $4.7 million, or 13.1 percent, to $31.2 million as the increase in volume attributable to 33.6 percent colder weather was more than offset by the impact of lower home heating oil and propane per gallon margins and the absence of a $12.5 million credit under the Partnership’s weather hedge contract as was recorded during the prior year’s fiscal first quarter. While the Partnership’s weather hedge contract covers the period from November 1 through March 31, taken as a whole, the extreme temperatures -- 32.7 percent warmer than normal – experienced during the three months ended December 31, 2015 resulted in the Partnership recording the full benefit under its weather hedge contract during this period. The Partnership did not adjust or record any additional weather hedge benefit during the quarter ended March 31, 2016, when temperatures were 12.3 percent warmer than normal.

"We got off to a great start this year and were pleased to see temperatures in the first quarter rebound nicely from fiscal 2016, when temperatures were much higher than normal across our operations,” said Steven J. Goldman, Star Gas Partners' Chief Executive Officer. “In part due to the colder weather, an increased demand for service, and a more responsive approach to managing margins, we were able to post a net gain in customer accounts during the period – which reflects well on the efforts of our employees as well as the strength of our brands. We also acquired three small businesses in the quarter, including the one in Michigan previously announced, as we continue our drive to expand and diversify our overall operating footprint.”

EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)
EBITDA (Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization) and Adjusted EBITDA (Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization, (increase) decrease in the fair value of derivatives, multiemployer pension plan withdrawal charge, gain or loss on debt redemption, goodwill impairment, and other non-cash and non-operating charges) are non-GAAP financial measures that are used as supplemental financial measures by management and external users of our financial statements, such as investors, commercial banks and research analysts, to assess:

• our compliance with certain financial covenants included in our debt agreements;
• our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;
• our operating performance and return on invested capital compared to those of other companies in the retail distribution of refined petroleum products, without regard to financing methods and capital structure;
• our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; and
• the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.

The method of calculating Adjusted EBITDA may not be consistent with that of other companies, and EBITDA and Adjusted EBITDA both have limitations as analytical tools and so should not be viewed in isolation but in conjunction with measurements that are computed in accordance with GAAP. Some of the limitations of EBITDA and Adjusted EBITDA are:

• EBITDA and Adjusted EBITDA do not reflect our cash used for capital expenditures;
• Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced and EBITDA and Adjusted EBITDA do not reflect the cash requirements for such replacements;
• EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital requirements;
• EBITDA and Adjusted EBITDA do not reflect the cash necessary to make payments of interest or principal on our indebtedness; and
• EBITDA and Adjusted EBITDA do not reflect the cash required to pay taxes.

REMINDER: Star Gas management will host a conference call and webcast Thursday, February 2, 2017 at 11:00 a.m. Eastern Time. The conference call dial-in number 877-327-7688 or 412-317-5112 (for international callers). A webcast is also available at www.star-gas.com/events.cfm and at www.vcall.com.

About Star Gas Partners, L.P.

Star Gas Partners, L.P. is a full service provider specializing in the sale of home heating products and services to residential and commercial customers to heat their homes and buildings. The Partnership also sells and services heating and air conditioning equipment to its home heating oil and propane customers and, to a lesser extent, to customers outside of its home heating oil and propane customer base. In certain of Star's marketing areas, the Partnership provides home security and plumbing services primarily to its home heating oil and propane customer base. Star also sells diesel fuel, gasoline and home heating oil on a delivery only basis. Star is the nation's largest retail distributor of home heating oil based upon sales volume. Including its propane locations, Star serves customers in the more northern and eastern states within the Northeast, Central and Southeast U.S. regions. Additional information is available by obtaining the Partnership's SEC filings at www.sec.gov and by visiting Star's website at www.star-gas.com, where unit holders may request a hard copy of Star's complete audited financial statements free of charge.

Forward Looking Information

This news release includes "forward-looking statements" which represent the Partnership's expectations or beliefs concerning future events that involve risks and uncertainties, including those associated with the effect of weather conditions on our financial performance; the price and supply of the products we sell; the consumption patterns of our customers; our ability to obtain satisfactory gross profit margins; our ability to obtain new customers and retain existing customers; our ability to make strategic acquisitions; the impact of litigation; our ability to contract for our current and future supply needs; natural gas conversions; future union relations and the outcome of current and future union negotiations; the impact of future governmental regulations, including environmental, health and safety regulations; the ability to attract and retain employees; customer creditworthiness; counterparty creditworthiness; marketing plans; general economic conditions and new technology. All statements other than statements of historical facts included in this news release are forward-looking statements. Without limiting the foregoing, the words "believe," "anticipate," "plan," "expect," "seek," "estimate" and similar expressions are intended to identify forward-looking statements. Although the Partnership believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct and actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth under the heading "Risk Factors" and "Business Strategy" in our Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended September 30, 2016. Important factors that could cause actual results to differ materially from the Partnership's expectations ("Cautionary Statements") are disclosed in this news release and in the Form 10-Q. All subsequent written and oral forward-looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Unless otherwise required by law, the Partnership undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this news release.

 (financials follow)

STAR GAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
			December 31,				September 30,
(in thousands)				2016				2016
			(unaudited)
ASSETS
Current assets
	Cash and cash equivalents		$	37,076			$	139,188
	Receivables, net of allowance of $4,699 and $4,419, respectively			155,161				78,650
	Inventories			62,299				45,894
	Fair asset value of derivative instruments			11,177				3,987
	Prepaid expenses and other current assets			30,650				27,139
	Total current assets			296,363				294,858
Property and equipment, net				74,080				70,410
Goodwill				213,733				212,760
Intangibles, net				96,563				97,656
Deferred tax assets, net				1,196				5,353
Restricted cash				250				-
Investments				11,478				-
Deferred charges and other assets, net				11,107				11,074
	Total assets		$	704,770			$	692,111
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
	Accounts payable		$	45,578			$	25,690
	Fair liability value of derivative instruments			486				2,285
	Current maturities of long-term debt			10,000				16,200
	Accrued expenses and other current liabilities			107,304				103,855
	Unearned service contract revenue			64,813				56,971
	Customer credit balances			62,583				84,921
	Total current liabilities			290,764				289,922
Long-term debt				73,008				75,441
Other long-term liabilities				26,772				25,255
Partners’ capital
	Common unitholders			335,212				322,771
	General partner			(542	)			(516	)
	Accumulated other comprehensive loss, net of taxes			(20,444	)			(20,762	)
	Total partners’ capital			314,226				301,493
	Total liabilities and partners’ capital		$	704,770			$	692,111

 

STAR GAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
			Three Months Ended
			December 31,
(in thousands, except per unit data - unaudited)				2016				2015
Sales:
	Product		$	316,291			$	252,950
	Installations and services			67,827				66,105
	Total sales			384,118				319,055
Cost and expenses:
	Cost of product			199,593				150,102
	Cost of installations and services			66,487				62,912
	(Increase) decrease in the fair value of derivative instruments			(8,551	)			5,536
	Delivery and branch expenses			81,133				64,194
	Depreciation and amortization expenses			6,561				6,766
	General and administrative expenses			6,353				6,420
	Finance charge income			(695	)			(521	)
	Operating income			33,237				23,646
Interest expense, net				(1,787	)			(1,859	)
Amortization of debt issuance costs				(312	)			(312	)
	Income before income taxes			31,138				21,475
Income tax expense				12,863				9,417
	Net income		$	18,275			$	12,058
	General Partner’s interest in net income			105				68
Limited Partners’ interest in net income			$	18,170			$	11,990
	Per unit data (Basic and Diluted):
	Net income available to limited partners		$	0.33			$	0.21
	Dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60			0.05				0.02
	Limited Partner’s interest in net income under FASB ASC 260-10-45-60		$	0.28			$	0.19
	Weighted average number of Limited Partner units outstanding (Basic and Diluted)			55,888				57,281

SUPPLEMENTAL INFORMATION
STAR GAS PARTNERS, L.P. AND SUBSIDIARIES
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA
(Unaudited)
		Three Months Ended December 31,
(in thousands)			2016				2015
Net income		$	18,275			$	12,058
Plus:
Income tax expense			12,863				9,417
Amortization of debt issuance cost			312				312
Interest expense, net			1,787				1,859
Depreciation and amortization			6,561				6,766
EBITDA			39,798				30,412
(Increase) / decrease in the fair value of derivative instruments			(8,551	)			5,536
Adjusted EBITDA			31,247				35,948
Add / (subtract)
Income tax expense			(12,863	)			(9,417	)
Interest expense, net			(1,787	)			(1,859	)
Provision (recovery) for losses on accounts receivable			31				(636	)
Increase in accounts receivables			(76,845	)			(22,263	)
Increase in inventories			(16,248	)			(9,064	)
Increase (decrease) in customer credit balances			(22,805	)			10,427
Change in deferred taxes			3,941				609
Increase in weather hedge contract receivable			-				(12,500	)
Change in other operating assets and liabilities			29,823				11,954
Net cash provided by (used in) operating activities		$	(65,506	)		$	3,199
Net cash used in investing activities		$	(21,796	)		$	(10,798	)
Net cash used in financing activities		$	(14,560	)		$	(6,019	)
Home heating oil and propane gallons sold			99,500				80,100
Other petroleum products			29,400				27,300
Total all products			128,900				107,400

CONTACT:
Star Gas Partners
Investor Relations
203/328-7310

Chris Witty
Darrow Associates
646/438-9385 or cwitty@darrowir.com
Source: Star Gas Partners, L.P.