UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 33-98490
--------
STAR GAS PARTNERS, L.P.
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1437793
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2187 Atlantic Street, Stamford, Connecticut 06902
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
(203) 328-7300
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) had been subject to such filing
requirements for the past 90 days.
Yes X No
--- --
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of January 30, 1997:
Star Gas Partners, L.P. 2,875,000 Common Units
2,396,078 Subordinated Units
STAR GAS PARTNERS, L.P. AND SUBSIDIARY
INDEX TO FORM 10-Q
PAGE
-------
PART I FINANCIAL INFORMATION:
Item 1 - Financial Statements
Star Gas Partners, L.P. and the Star Gas Group (Predecessor)
------------------------------------------------------------
Consolidated Balance Sheets as of September 30, 1996
and December 31, 1996 3
Consolidated Statements of Operations from October 1, 1995
through December 20, 1995 (Predecessor), from December 20,
1995 through December 31, 1995 and for the three months
ended December 31, 1996 4
Consolidated Statements of Cash Flows from October 1, 1995
through December 20, 1995 (Predecessor), from December 20,
1995 through December 31, 1995 and for the three months
ended December 31, 1996 5
Consolidated Statement of Partners' Capital for the three
months ended December 31, 1996 6
Notes to Consolidated Financial Statements 7 - 10
Item 2 - Management's Discussion and Analysis of Financial
Conditions and Results of Operations 11 - 13
PART II OTHER INFORMATION:
Item 6 - Exhibits and Reports on Form 8-K 14
Signature 15
2
STAR GAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(in thousands)
DECEMBER 31,
SEPTEMBER 30, 1996
1996 (UNAUDITED)
------------- -------------
ASSETS:
Current assets:
Cash $ 1,106 $ 2,326
Receivables, net of allowance of $291
and $350, respectively 7,226 17,597
Inventories 8,494 8,323
Prepaid expenses and other current
assets 1,016 1,244
Total current assets -------- --------
17,842 29,490
-------- --------
Property and equipment, net 97,733 98,371
Intangibles and other assets, net 41,338 40,624
-------- --------
Total assets $156,913 $168,485
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Bank credit facility borrowings $ 2,350 $ 5,000
Accounts payable 1,991 5,314
Accrued interest 285 2,097
Other accrued expenses 2,812 3,709
Customer credit balances 2,858 942
-------- --------
Total current liabilities 10,296 17,062
-------- --------
Long-term debt 85,000 86,850
Other long-term liabilities 219 241
Partners' Capital:
Common unitholders 52,821 54,390
Subordinated unitholder 8,410 9,718
General partner 167 224
-------- --------
Total Partners' Capital 61,398 64,332
-------- --------
Total Liabilities and Partners'
Capital $156,913 $168,485
======== ========
See accompanying notes to consolidated financial statements.
3
STAR GAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit amounts)
(unaudited)
OCTOBER 1, 1995 OCTOBER 1, 1995
THROUGH DECEMBER 20, 1995 THROUGH THREE MONTHS
DECEMBER 20, 1995 THROUGH DECEMBER 31, 1995 ENDED
(PREDECESSOR) DECEMBER 31, 1995 (COMBINED) DECEMBER 31, 1996
----------------- ----------------- ----------------- ------------------
Sales $28,159 $6,475 $34,634 $50,876
Cost of sales 12,808 3,097 15,905 29,027
------- ------ ------- -------
Gross profit 15,351 3,378 18,729 21,849
Delivery and branch 7,729 1,309 9,038 9,848
Depreciation and amortization 2,177 266 2,443 2,586
General and administrative 1,349 85 1,434 1,599
Net loss on sales of assets (113) - (113) (70)
------- ------ ------- -------
Operating income 3,983 1,718 5,701 7,746
Interest expense, net 1,922 233 2,155 1,848
------- ------ ------- -------
Income before income taxes 2,061 1,485 3,546 5,898
Income tax expense 60 - 60 6
------- ------ ------- -------
Net income $ 2,001 $1,485 $ 3,486 $ 5,892
======= ====== ======= =======
General Partner's interest
in net income $ 30 $ 118
------ -------
Limited Partners' interest
in net income $1,455 $ 5,774
====== =======
Net income per Limited
Partner unit $ 0.29 $ 1.10
====== =======
Weighted average number of
Limited Partner units
outstanding 4,996 5,271
====== =======
See accompanying notes to consolidated financial statements.
4
STAR GAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
OCTOBER 1, 1995 OCTOBER 1, 1995
THROUGH DECEMBER 20, 1995 THROUGH THREE MONTHS
DECEMBER 20, 1995 THROUGH DECEMBER 31, 1995 ENDED
(PREDECESSOR) DECEMBER 31, 1995 (COMBINED) DECEMBER 31, 1996
------------------ ------------------ ------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,001 $ 1,485 $ 3,486 $ 5,892
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 2,177 266 2,443 2,586
Provision for losses on
accounts receivable 101 14 115 102
Loss on sales of assets 113 - 113 70
Changes in operating assets
and liabilities:
Increase in receivables (2,779) (2,622) (5,401) (10,474)
Decrease in inventories 1,430 160 1,590 171
Decrease (increase) in other assets (455) 676 221 (260)
Increase in accounts payable 10 944 954 3,323
Increase (decrease) in other
current liabilities (1,713) 1,852 139 793
Increase (decrease) in other
long-term liabilities (12) (3) (15) 21
-------- -------- -------- --------
Net cash provided by
operating activities 873 2,772 3,645 2,224
-------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,617) (192) (1,809) (2,517)
Proceeds from sales of fixed assets 566 33 599 60
-------- -------- -------- --------
Net cash used in investing
activities (1,051) (159) (1,210) (2,457)
-------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving
credit facility - - - 2,650
Borrowings (repayments) of debt (35,783) (51,046) (86,829) 1,850
Cash dividends paid (21,309) - (21,309) -
Distributions - - - (2,958)
Loan to Petro (12,000) - (12,000) -
Proceeds from issuance of First
Mortgage Notes 85,000 - 85,000 -
Proceeds from offering - 57,200 57,200 -
Repayment of preferred stock to Petro (8,625) - (8,625) -
Debt placement and credit agreement
expenses (1,313) (390) (1,703) (89)
Expenses of offering - (6,154) (6,154) -
Cash retained by general partner (6,000) - (6,000) -
-------- -------- -------- --------
Net cash provided by (used in)
financing activities (30) (390) (420) 1,453
-------- -------- -------- --------
Net increase (decrease) in cash (208) 2,223 2,015 1,220
Cash at beginning of period 727 519 727 1,106
-------- -------- -------- --------
Cash at end of period $ 519 $ 2,742 $ 2,742 $ 2,326
======== ======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Income taxes $ 0.1 $ - $ 0.1 $ -
======== ======== ======== ========
See accompanying notes to consolidated financial statements.
5
STAR GAS PARTNERS, L.P. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(in thousands, except per unit data)
(unaudited)
NUMBER OF UNITS TOTAL
-------------------- GENERAL PARTNERS'
COMMON SUBORDINATED COMMON SUBORDINATED PARTNER CAPITAL
------ ------------ -------- ------------- -------- ----------
Balance September 30, 1996 2,875 2,396 $52,821 $ 8,410 $167 $61,398
Minimum Quarterly Distribution
($0.55 per unit) (1,580) (1,317) (61) (2,958)
Net income - - 3,149 2,625 118 5,892
----- ----- ------- ------- ---- -------
Balance December 31, 1996 2,875 2,396 $54,390 $ 9,718 $224 $64,332
===== ===== ======= ======= ==== =======
See accompanying notes to consolidated financial statements.
6
STAR GAS PARTNERS, L.P. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
1) PARTNERSHIP ORGANIZATION AND FORMATION
Star Gas Partners, L.P. ("Star Gas Partners" or the "Partnership") was
formed on October 16, 1995, as a Delaware limited partnership. Star Gas
Partners and its subsidiary, Star Gas Propane, L.P., a Delaware limited
partnership, (the "Operating Partnership") were formed to acquire, own and
operate substantially all of the propane operations and assets and
liabilities of Star Gas Corporation ("Star Gas"), a Delaware corporation
(and the general partner of Star Gas Partners and the Operating
Partnership) and the propane operations and assets and liabilities of Star
Gas' parent corporation, Petroleum Heat and Power Co., Inc., a Minnesota
corporation ("Petro"), (collectively hereinafter referred to as the "Star
Gas Group" or the "Predecessor Company"). The Operating Partnership is,
and the Star Gas Group was, engaged in the marketing and distribution of
propane gas and related appliances to retail and wholesale customers in the
United States located principally in the Midwest and Northeast. On
December 20, 1995, (i) Petro conveyed all of its propane assets and related
liabilities to Star Gas and (ii) Star Gas and its subsidiaries conveyed
substantially all of their assets (other than $83.7 million in cash from
the proceeds of the First Mortgage Notes and certain non-operating assets)
to the Operating Partnership (the "Star Gas Conveyance") in exchange for
general and limited partner interests in the Operating Partnership and the
assumption by the Operating Partnership of substantially all of the
liabilities of Star Gas and its subsidiaries (excluding certain income tax
liabilities and certain other long-term obligations of Star Gas that were
assumed by Petro), including the First Mortgage Notes and approximately
$53.8 million in outstanding Star Gas debt due to Petro. The net book
value of the assets contributed by Star Gas and its subsidiaries to the
Operating Partnership exceeded liabilities assumed by $11.2 million.
Immediately after the Star Gas Conveyance, Star Gas and its subsidiaries
conveyed their limited partner interests in the Operating Partnership to
Star Gas Partners in exchange for an aggregate of 2.4 million Subordinated
Units of limited partner interests in Star Gas Partners.
Of the $83.7 million in cash retained by the General Partner, $35.8 was
paid to Petro in satisfaction of additional indebtedness, $8.6 million was
used to redeem preferred stock of the General Partner held by Petro, $12.0
million was loaned to Petro, and $6.0 million was retained to be available
to fund the General Partner's additional capital contribution obligation.
The remaining $21.3 million was paid to Petro as dividends.
On December 20, 1995, Star Gas Partners completed its initial public
offering of 2.6 million Common Units, representing Limited Partner
interests, at a price of $22.00 a unit. The net proceeds received of $51.0
million, after deducting underwriting discounts, commissions and expenses
were contributed to the Operating Partnership and used to repay debt due to
Petro, which was assumed by the Operating Partnership in the Star Gas
Conveyance.
7
1) PARTNERSHIP ORGANIZATION AND FORMATION - CONTINUED
In January 1996, pursuant to the underwriters' over-allotment, an
additional 0.3 million Common Units were issued for approximately $5.6
million, net of underwriting discounts and expenses.
The General Partner holds a 1.0% general partner interest in Star Gas
Partners and a 1.0101% general partner interest in the Operating
Partnership. Star Gas Partners and the Operating Partnership have no
employees, except for certain employees of its corporate subsidiary Stellar
Propane Service Corporation. The General Partner conducts, directs and
manages all activities of Star Gas Partners and the Operating Partnership
and is reimbursed on a monthly basis for all direct and indirect expenses
it incurs on their behalf including the cost of employee wages.
2) BASIS OF PRESENTATION
The unaudited consolidated financial statements reflect all adjustments
which are, in the opinion of management, necessary for a fair statement of
the interim periods presented. All adjustments to the financial statements
were of a normal recurring nature.
The propane industry is seasonal in nature because propane is used
primarily for heating in residential and commercial buildings. Therefore,
the results of operations for the periods ended December 31, 1996 and
December 31, 1995 are not necessarily indicative of the results to be
expected for a full year.
Inventories
Inventories are stated at the lower of cost or market and are computed on
a first-in, first-out basis. At the dates indicated the components of
inventory were as follows:
September 30, December 31,
1996 1996
------------- ------------
Propane gas $6,625 $6,412
Appliances and equipment 1,869 1,911
------ ------
$8,494 $8,323
====== ======
3) NET INCOME PER LIMITED PARTNER UNIT
Net income per Limited Partner Unit is computed by dividing net income,
after deducting the General Partner's 2.0% interest, by the weighted
average number of Common Units and Subordinated Units outstanding.
4) COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Partnership is threatened with,
or is named in, various lawsuits. The Partnership is not a party to any
litigation which individually or in the aggregate could reasonably be
expected to have a material adverse effect on the company.
8
5) RELATED PARTY TRANSACTIONS
The Partnership has no employees except for certain employees of its
corporate subsidiary, Stellar Propane Service Corporation and is managed
and controlled by the General Partner. Pursuant to the Partnership
Agreement, the General Partner is entitled to reimbursement for all direct
and indirect expenses incurred or payments it makes on behalf of the
Partnership, and all other necessary or appropriate expenses allocable to
the Partnership or otherwise reasonably incurred by the General Partner in
connection with operating the Partnership's business. For the three months
ended December 31, 1996, the Partnership reimbursed the General Partner and
Petro $4.5 million representing salary, payroll tax and other compensation
paid to the employees of the General Partner, including $0.1 million paid
to Petro for certain corporate functions such as finance and compliance.
6) RETENTION OF MORGAN STANLEY & CO. INCORPORATED
On August 1, 1996, the Partnership announced that it has retained Morgan
Stanley & Co., Incorporated to assist it in the development and
consideration of strategic alternatives designed to maximize value for its
unitholders. Alternatives to be investigated may include, but will not be
limited to, the sale or merger of Star Gas.
7) SUBSEQUENT EVENTS
On January 11, 1997, the Partnership announced that it will pay a cash
distribution of $0.55 per Limited Partner Unit for the three months ended
December 31, 1996. The distribution is payable on February 14, 1997 to
unitholders of record as of February 3, 1997.
9
8) GENERAL PARTNER FINANCIAL STATEMENTS
The following presents the Condensed Consolidated Balance Sheet as of
December 31, 1996 together with the Condensed Consolidated Statement of
Operations of the General Partner, Star Gas Corporation and Subsidiary, for
the three months ended December 31, 1996.
STAR GAS CORPORATION
AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
(unaudited)
DECEMBER 31,
1996
------------
ASSETS:
Current assets:
Cash $ 4,408
Interest receivable 1,398
Other receivables 6,100
-------
Total current assets 11,906
Note receivable from Petro 12,000
Investment in Partnership 9,942
-------
Total assets $33,848
=======
LIABILITIES AND SHAREHOLDER'S EQUITY:
Current liabilities:
Accrued expenses $ 26
Shareholder's equity 33,822
-------
Total liabilities and shareholder's equity $33,848
=======
STAR GAS CORPORATION
AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands)
(unaudited)
THREE MONTHS ENDED
DECEMBER 31,
1996
------------------
Revenues:
Reimbursement of employee expenses from Operating Partnership $4,366
Expenses:
Cost of employee services provided to Operating Partnership 4,366
------
Operating income -
Interest income 377
------
Income before equity interest in Partnership 377
------
Share of income of Partnership 2,743
------
Net income $3,120
======
10
STAR GAS PARTNERS, L.P. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1996
- ------------------------------------
COMPARED TO THREE MONTHS ENDED DECEMBER 31, 1995
- ------------------------------------------------
OVERVIEW
The following discussion reflects the results of operations and operating data
of Star Gas Partners, L.P. for the three months ended December 31, 1996 and is
compared to the combined results of the Star Gas Group, the Predecessor Company,
from October 1, 1995 to December 20, 1995 and Star Gas Partners, L.P. from
December 20, 1995 to December 31, 1995. The operating results of the Star Gas
Group and Star Gas Partners, L.P. were combined for the three months ended
December 31, 1995 to facilitate an analysis of the fundamental operating data.
In analyzing the historical financial results of the Star Gas Group and the
financial results of the Partnership, the following matters should be
considered.
Propane's primary use is for heating in residential and commercial applications.
As a result, weather conditions have a significant impact on financial
performance. Accordingly, in analyzing changes in financial performance, the
weather conditions in which the Partnership/Star Gas Group operated in any given
period should be considered.
In addition, gross profit margins vary according to the customer mix. For
example, sales to residential customers generate higher gross profit margins
than sales to other customer groups, such as agricultural customers.
Accordingly, a change in customer mix can affect gross profit without
necessarily impacting total sales.
Lastly, the propane industry is seasonal in nature with peak activity occurring
during the winter months. Due to the seasonality of the business, results of
operations for the periods presented are not necessarily indicative of the
results to be expected for a full year.
VOLUME
For the three months ended December 31, 1996, retail propane volume increased
3.5 million gallons or 11.4% to 34.4 million gallons, as compared to 30.8
million gallons for the three months ended December 31, 1995. This increase was
primarily attributable to additional sales to agricultural customers resulting
from a return to more normal grain drying demand versus the prior year's
comparable quarter and the additional volume provided by internal account growth
and acquisitions made subsequent to December 31, 1995. These increases were
partially offset by the effect on volume of 7.6% warmer temperatures. In
addition, wholesale volume also increased over the prior year as a result of
increased agricultural demand.
11
SALES
Sales increased 46.9%, or $16.2 million, to $50.9 million for the three months
ended December 31, 1996, as compared to $34.6 million for the three months ended
December 31, 1995. This increase was primarily due to the increase in retail
volume as well as higher retail and wholesale selling prices. Selling prices
were increased in response to higher propane supply costs experienced during the
three months ended December 31, 1996.
COST OF SALES
Cost of sales increased 82.5%, or $13.1 million, to $29.0 million for the three
months ended December 31, 1996, as compared to $15.9 million for the three
months ended December 31, 1995. This increase was primarily due to higher per
gallon propane supply costs and the increase in volume.
GROSS PROFIT
Gross profit increased $3.1 million, or 16.7%, to $21.8 million for the three
months ended December 31, 1996, as compared to $18.7 million for the three
months ended December 31, 1995. This increase was attributable to higher per
gallon margins across all market segments and the increase in volume.
DELIVERY AND BRANCH EXPENSES
Delivery and branch expenses increased $0.8 million, or 9.0%, to $9.8 million
for the three months ended December 31, 1996, as compared to $9.0 million for
the three months ended December 31, 1995. The increase was primarily due to the
additional compensation expense associated with the additional volume, and the
higher cost of vehicle fuels.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense increased $0.2 million to $2.6 million for
the three months ended December 31, 1996, as compared to $2.4 million for the
three months ended December 31, 1995 primarily due to the impact of two
acquisitions completed subsequent to December 31, 1995, and the amortization of
issuance costs associated with the Partnership's First Mortgage Notes.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased approximately $0.2 million to $1.6
million for the three months ended December 31, 1996, as compared to $1.4
million for the three months ended December 31, 1995. This increase was
primarily due to the additional expenses associated with operating as a publicly
traded partnership.
NET INTEREST EXPENSE
Interest expense declined 14.3%, or $0.3 million, to $1.8 million for the three
months ended December 31, 1996, as compared to $2.1 million for the three months
ended December 31, 1995. This reduction was primarily due to a decline in the
weighted average borrowing rate.
12
INCOME TAX EXPENSE
Income tax expense for the three months ended December 31, 1996 represents
certain state income taxes related to the Partnership's wholly owned corporate
subsidiary which conducts non-qualifying master limited partnership business.
NET INCOME
Net income for the three months ended December 31, 1996 increased $2.4 million,
or 69.0%, to $5.9 million, as compared to $3.5 million for the three months
ended December 31, 1995. The improvement was attributable to a $3.1 million
increase in gross profit and a $0.3 million reduction in interest expense which
was partially offset by higher operating expenses of $1.0 million.
EBITDA
EBITDA (defined as operating income plus depreciation and amortization less net
gain (loss) on sales of assets) increased 26.0% or $2.1 million to $10.4 million
for the three months ended December 31, 1996, as compared to $8.3 million for
the three months ended December 31, 1995. The improvement in EBITDA was
primarily the result of the increase in volume sold and improved propane gross
profit margins across all market segments. While delivery and branch expenses
increased by $0.8 million, these expenses declined by 2.2% on a per gallon basis
as a result of ongoing operating efficiency improvements. EBITDA should not be
considered as an alternative to net income (as an indicator of operating
performance) or as an alternative to cash flow (as a measure of liquidity or
ability to service debt obligations), but provides additional information for
evaluating the Partnership's ability to make the Minimum Quarterly Distribution.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended December 31, 1996, net cash provided by operating
activities was $2.2 million. Net income of $5.9 million, non cash charges of
$2.7 million, and other changes of $4.0 million provided $12.6 million in cash
which was used to partially finance an increase in accounts receivable of $10.5
million. Net cash used in investing activities was $2.4 million as the proceeds
from sales of certain fixed assets were used to partially fund $2.5 million of
growth and maintenance capital expenditures. Cash flow provided by financing
activities was $1.5 million as $4.5 million borrowed under the Partnership's
credit facilities provided the funds necessary to finance the Partnership's
quarterly distribution of $3.0 million and other cash needs. As a result of the
above activities, cash at December 31, 1996 increased by $1.2 million to $2.3
million, as compared to $1.1 million on hand at the beginning of the period.
Based on its current cash position, bank credit availability and expected net
cash flow from operating activities, the Partnership expects to be able to meet
all of its above obligations for fiscal 1997, as well as all of its other
current obligations as they become due. For the remainder of fiscal 1997, the
Partnership anticipates paying interest on the First Mortgage Notes of $6.8
million and anticipates paying Limited and General Partner distributions of $8.9
million.
13
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits Included Within:
------------------------
(27) Financial Data Schedule
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
14
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized:
Star Gas Partners, L.P.
By: Star Gas Corporation
(General Partner)
Signature Title Date
- --------- ----- ----
By:/s/ William G. Powers, Jr. President January 31, 1997
---------------------- Star Gas Corporation
William G. Powers, Jr. (Principal Executive Officer)
By:/s/ Richard F. Ambury Vice President - Finance January 31, 1997
---------------------- Star Gas Corporation
Richard F. Ambury (Principal Financial and Accounting Officer)
15
5
1,000
3-MOS
OCT-01-1996
SEP-30-1997
DEC-31-1996
2,326
0
17,947
350
8,323
29,490
112,614
14,243
168,485
17,062
86,850
0
0
64,108
224
168,485
49,510
50,876
29,027
11,345
2,651
102
1,853
5,898
6
5,892
0
0
0
5,892
1.10
1.10
COMMON STOCK - IN DECEMBER 1995 STAR GAS PARTNERS, L.P. ISSUED COMMON AND
SUBORDINATED UNITS WHICH REPRESENT LIMITED PARTNER INTERESTS. THESE UNITS ARE
CONSIDERED TO POSSESS THE CHARACTERISTICS OF COMMON STOCK AND ARE BOTH INCLUDED
IN THE DETERMINATION OF EPS.
OTHER SE - REPRESENTS THE GENERAL PARTNER'S INTEREST IN THE PARTNERSHIP AND IS
CLASSIFIED HERE SINCE IT DOES NOT POSSESS THE RELEVANT CHARACTERISTICS OF
EITHER COMMON OR PREFERRED STOCK.
