8-K

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): May 4, 2016  

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))

Item 2.02. Results of Operations and Financial Condition.

On May 4, 2016, Star Gas Partners, L.P., a Delaware partnership (the "Partnership"), issued a press release announcing its financial results for the fiscal second quarter and six months ended March 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 May 4, 2016.

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.
Date: May 4, 2016	By:	/s/ Richard F. Ambury
		Name: Richard F. Ambury
		Title: Chief Financial Officer Principal Financial Officer

EX-99.1 2 exh_991.htm PRESS RELEASE

EXHIBIT 99.1

Star Gas Partners, L.P. Reports Fiscal 2016 Second Quarter Results

STAMFORD, Conn., May 04, 2016 (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 2016 second quarter and the six-month period ended March 31, 2016.

Three Months Ended March 31, 2016 Compared to Three Months Ended March 31, 2015
For the fiscal 2016 second quarter Star reported a 39.4 percent decrease in total revenue to $462.0 million, compared with $762.3 million in the prior-year period, due to a decline in wholesale product costs of 39.0 percent and a 22.2 percent decrease in total volume.

Home heating oil and propane volume for the fiscal 2016 second quarter declined by 52.7 million gallons, or 25.1 percent, to 157.1 million gallons versus the prior-year period, as the additional volume provided by acquisitions was more than offset by the impact of warmer temperatures and net customer attrition in the base business for the twelve months ended March 31, 2016. Temperatures in Star's geographic areas of operation for the fiscal 2016 second quarter were 26.3 percent warmer than the fiscal 2015 second quarter and 12.3 percent warmer than normal, as reported by the National Oceanic and Atmospheric Administration.

During the fiscal 2016 second quarter, net income decreased by $20.5 million, or 27.1 percent, to $55.2 million primarily due to the impact of warmer weather.

Adjusted EBITDA declined by $39.0 million, or 30.5 percent, to $88.7 million during the fiscal 2016 second quarter, as the impact of acquisitions, lower service costs and reduced operating expenses in the base business were more than offset by the impact on Adjusted EBITDA of the decrease in volume attributable to the 26.3 percent warmer weather.

"As was the case earlier this fiscal year, the second quarter did not provide the colder weather we hoped would materialize,” said Steven J. Goldman, Star Gas Partners’ Chief Executive Officer. “In addition, the year-over-year comparison was even more pronounced given that 2015’s second quarter was nearly 20 percent colder than normal. Nevertheless, we maintained our focus on managing costs, increasing margins, and looking for appropriate acquisitions to expand our customer base, having completed two small transactions this year. While fiscal 2016 has been challenging in many respects due to the warm weather, Star has taken the correct steps to service our customers while preparing for better times ahead.” 

Six Months Ended March 31, 2016 Compared to Six Months Ended March 31, 2015
For the six months ended March 31, 2016, Star reported a 38.1 percent decrease in total revenue to $0.8 billion, versus $1.3 billion in the prior-year period, due to a decline in wholesale product costs of 39.2 percent and a decrease in total volume of 21.2 percent, which was slightly offset by higher per gallon gross profit margins.

Home heating oil and propane volume for the first half of fiscal 2016 decreased by 80.1 million gallons, or 25.2 percent, to 237.2 million gallons, as the additional volume provided by acquisitions was more than offset by the impact of warmer temperatures and net customer attrition in the base business for the twelve months ended March 31, 2016. Temperatures in Star's geographic areas of operation for the first half of fiscal 2016 were 26.6 percent warmer than the prior-year's comparable period and 20.4 percent warmer than normal, as reported by the National Oceanic and Atmospheric Administration.

Net income decreased by $24.0 million, or 26.3 percent, to $67.3 million as warmer weather more than offset higher per gallon home heating oil and propane margins and the impact of acquisitions.

Adjusted EBITDA decreased by $48.2 million, or 27.9 percent, to $124.7 million, as the impact of higher home heating oil and propane per gallon margins, acquisitions, lower operating expense in the base business, lower service and installation costs and a $12.5 million credit recorded in the first quarter of 2016 under Star’s weather insurance contract were more than offset by the impact on Adjusted EBITDA of the decline in volume attributable to 26.6 percent warmer weather.

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, multi-employer pension plan withdrawal expense, 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 ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners;
• our operating performance and return on invested capital as compared to those of other companies in the retail distribution of refined petroleum products, without regard to financing methods and capital structure; 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 an analytical tool and so should not be considered in isolation but viewed 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 tomorrow, May 5, 2016, at 11:00 a.m. Eastern Time. The conference call dial-in number is 877-327-7688 or 412-317-5112 (for international callers). A webcast is also available at www.star-gas.com/events.cfm.

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 services and sells heating and air conditioning equipment to its home heating oil and propane customers and to a lesser extent, provides these offerings 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, operating throughout the Northeast and Mid-Atlantic. 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, 2015 and under the heading "Risk Factors" in our Quarterly Report on Form 10-Q (the "Form 10-Q") for the fiscal Quarter ended March 31, 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 and Form 10-K. 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
CONDENSED CONSOLIDATED BALANCE SHEETS
		March 31,			September 30,
(in thousands)			2016			2015
		(unaudited)
ASSETS
Current assets
	Cash and cash equivalents	$	146,614		$	100,508
	Receivables, net of allowance of $6,025 and $6,713, respectively		126,865			89,230
	Inventories		45,560			55,671
	Fair asset value of derivative instruments		1			935
	Weather hedge contract receivable		12,500			-
	Current deferred tax assets, net		37,460			37,832
	Prepaid expenses and other current assets		27,171			25,135
	Total current assets		396,171			309,311
Property and equipment, net			68,855			68,123
Goodwill			212,676			211,045
Intangibles, net			103,487			107,317
Deferred charges and other assets, net			12,832			11,236
	Total assets	$	794,021		$	707,032
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
	Accounts payable	$	23,301		$	25,322
	Fair liability value of derivative instruments		7,989			12,819
	Current maturities of long-term debt		10,000			10,000
	Accrued expenses and other current liabilities		149,816			107,745
	Unearned service contract revenue		50,353			44,419
	Customer credit balances		63,154			78,207
	Total current liabilities		304,613			278,512
Long-term debt			87,500			90,000
Long-term deferred tax liabilities, net			29,982			21,524
Other long-term liabilities			25,821			27,110
Partners’ capital
	Common unitholders		368,009			312,713
	General partner		(121	)		(283	)
	Accumulated other comprehensive loss, net of taxes		(21,783	)		(22,544	)
	Total partners’ capital		346,105			289,886
	Total liabilities and partners’ capital	$	794,021		$	707,032

STAR GAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		Three Months Ended						Six Months Ended
		March 31,						March 31,
(in thousands, except per unit data - unaudited)			2016			2015			2016			2015
Sales:
	Product	$	404,340		$	706,004		$	657,290		$	1,141,016
	Installations and services		57,685			56,305			123,790			120,510
	Total sales		462,025			762,309			781,080			1,261,526
Cost and expenses:
	Cost of product		219,864			462,815			369,966			772,064
	Cost of installations and services		58,858			60,362			121,770			121,045
	(Increase) decrease in the fair value of derivative instruments		(14,324	)		(12,631	)		(8,788	)		(4,341	)
	Delivery and branch expenses		90,509			106,107			154,703			184,941
	Depreciation and amortization expenses		6,725			6,217			13,491			12,375
	General and administrative expenses		5,088			6,861			11,508			12,917
	Finance charge income		(1,014	)		(1,517	)		(1,535	)		(2,343	)
	Operating income		96,319			134,095			119,965			164,868
Interest expense, net			(1,891	)		(3,816	)		(3,750	)		(7,276	)
Amortization of debt issuance costs			(315	)		(403	)		(627	)		(803	)
	Income before income taxes		94,113			129,876			115,588			156,789
Income tax expense			38,904			54,189			48,321			65,548
	Net income	$	55,209		$	75,687		$	67,267		$	91,241
	General Partner’s interest in net income		313			428			381			516
Limited Partners’ interest in net income		$	54,896		$	75,259		$	66,886		$	90,725
	Per unit data (Basic and Diluted):
	Net income available to limited partners	$	0.96		$	1.31		$	1.17		$	1.58
	Dilutive impact of theoretical distribution of earnings under FASB ASC 260-10-45-60		0.17			0.23			0.19			0.27
	Limited Partner’s interest in net income under FASB ASC 260-10-45-60	$	0.79		$	1.08		$	0.98		$	1.31
	Weighted average number of Limited Partner units outstanding (Basic and Diluted)		57,242			57,282			57,262			57,288

SUPPLEMENTAL INFORMATION
STAR GAS PARTNERS, L.P. AND SUBSIDIARIES
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA
(Unaudited)
	Three Months Ended March 31,
(in thousands)		2016			2015
Net income	$	55,209		$	75,687
Plus:
Income tax expense		38,904			54,189
Amortization of debt issuance cost		315			403
Interest expense, net		1,891			3,816
Depreciation and amortization		6,725			6,217
EBITDA		103,044			140,312
(Increase) / decrease in the fair value of derivative instruments		(14,324	)		(12,631	)
Adjusted EBITDA		88,720			127,681
Add / (subtract)
Income tax expense		(38,904	)		(54,189	)
Interest expense, net		(1,891	)		(3,816	)
Provision for losses on accounts receivable		188			3,331
Increase in accounts receivables		(15,515	)		(87,368	)
Decrease in inventories		19,307			17,214
Decrease in customer credit balances		(25,644	)		(36,447	)
Change in deferred taxes		7,686			7,546
Change in other operating assets and liabilities		37,089			43,068
Net cash provided by operating activities	$	71,036		$	17,020
Net cash used in investing activities	$	(2,045	)	$	(2,902	)
Net cash used in financing activities	$	(9,267	)	$	(5,097	)
Home heating oil and propane gallons sold		157,100			209,800
Other petroleum products		27,100			26,800
Total all products		184,200			236,600

SUPPLEMENTAL INFORMATION
STAR GAS PARTNERS, L.P. AND SUBSIDIARIES
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA
(Unaudited)
	Six Months Ended March 31,
(in thousands)		2016			2015
Net income	$	67,267		$	91,241
Plus:
Income tax expense		48,321			65,548
Amortization of debt issuance cost		627			803
Interest expense, net		3,750			7,276
Depreciation and amortization		13,491			12,375
EBITDA		133,456			177,243
(Increase) / decrease in the fair value of derivative instruments		(8,788	)		(4,341	)
Adjusted EBITDA		124,668			172,902
Add / (subtract)
Income tax expense		(48,321	)		(65,548	)
Interest expense, net		(3,750	)		(7,276	)
Provision for losses on accounts receivable		(448	)		3,567
Increase in accounts receivables		(37,778	)		(145,609	)
Decrease in inventories		10,243			8,581
Decrease in customer credit balances		(15,217	)		(42,309	)
Change in deferred taxes		8,295			7,776
Increase in weather hedge contract receivable		(12,500	)		-
Change in other operating assets and liabilities		49,043			71,516
Net cash provided by operating activities	$	74,235		$	3,600
Net cash used in investing activities	$	(12,843	)	$	(4,586	)
Net cash used in financing activities	$	(15,286	)	$	(10,886	)
Home heating oil and propane gallons sold		237,200			317,300
Other petroleum products		54,400			52,700
Total all products		291,600			370,000

CONTACT: 
Star Gas Partners
Investor Relations
203/328-7310
Chris Witty 
Darrow Associates
646/438-9385 or cwitty@darrowir.com

EX-99.1

EdgarFiling