Steel Partners(SPLP)
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Steel Partners(SPLP) - 2023 Q4 - Annual Report
2024-03-08 12:54
Business Segments - Steel Partners Holding L.P. operates through four segments: Diversified Industrial, Energy, Financial Services, and Supply Chain, focusing on long-term corporate value enhancement [23]. - The Diversified Industrial segment includes businesses that manufacture engineered niche industrial products, with significant market positions across various regions including North America, Europe, and Asia [25]. - The Energy segment provides drilling and production services primarily in the Bakken, Niobrara, Permian, and San Juan basins, emphasizing well completion and maintenance services [34]. - WebBank, a subsidiary of Steel Partners, engages in a full range of banking activities, including originating loans and issuing credit cards, and is subject to FDIC regulation [37]. - ModusLink Corporation, part of the Supply Chain segment, offers end-to-end global supply chain solutions, serving markets such as consumer electronics and medical devices [38]. Workforce and Operations - As of December 31, 2023, the company employed approximately 5,100 employees worldwide, indicating a robust workforce to support its operations [44]. - The company has not experienced significant issues in obtaining necessary raw materials, which are generally available from multiple sources [41]. - The company is exposed to risks from epidemics and public health emergencies, which could disrupt operations and financial performance [133]. - The loss of essential employees could significantly affect Steel Connect's operations and financial condition [136]. Financial Performance - Revenue for the year ended December 31, 2023, increased by $210,016, or 12.4%, to $1,905,457 compared to $1,695,441 in 2022, driven by higher revenue from the Financial Services segment and the newly added Supply Chain segment [202]. - Selling, general and administrative expenses (SG&A) rose by $121,583, or 31.7%, to $504,960 in 2023, primarily due to increased costs in the Financial Services and Supply Chain segments [204]. - Net income attributable to common unitholders for 2023 was $150,829, a decrease of $55,143, or 26.8%, from $205,972 in 2022 [201]. - The Financial Services segment generated revenue of $416,911 in 2023, an increase of $188,947, or 82.9%, compared to $227,964 in 2022 [214]. - The Supply Chain segment, added on May 1, 2023, reported revenue of $115,144 and operating income of $8,726 [218]. Market and Economic Conditions - Economic downturns in sectors such as transportation, oil and gas exploration, and construction could disrupt revenues, which are cyclical and sensitive to national and global economic conditions [56]. - Revenues in the Supply Chain segment depend on customer traffic and demand, which may decline due to macroeconomic uncertainties, impacting future growth prospects [57]. - Inflation and supply chain disruptions have increased costs, which may not be fully recoverable through price adjustments, adversely affecting financial results [59]. - Significant volatility in crude oil prices has materially affected the Diversified Industrial and Energy segments, with ongoing geopolitical tensions exacerbating this instability [60]. - Customer demand is sensitive to oil and gas price fluctuations, with recent OPEC+ production cuts leading to demand loss and price volatility [61]. Regulatory and Compliance Risks - Steel Partners is committed to compliance with evolving regulations across various jurisdictions, ensuring adherence to environmental, labor, and financial laws [51]. - The company is subject to substantial cash funding requirements for defined benefit pension plans, which may increase due to market performance and interest rate changes [67]. - Compliance with environmental, health, and safety regulations may incur substantial costs for the company, impacting financial performance [68]. - The company may incur substantial additional compliance costs if proposed SEC rules on climate-related disclosures are adopted [75]. - The company faces significant risks related to climate change regulations that could increase costs and reduce demand for its Energy segment services [73]. Credit and Financial Risks - Rising interest rates could increase borrowing costs and adversely impact the company's ability to raise funds, affecting overall financial condition [66]. - The company may face increased scrutiny from regulators due to ongoing legislative and regulatory actions affecting its lending programs [83]. - Credit risk on PPP loans may arise if the SBA determines deficiencies in loan origination or servicing, potentially leading to loss recovery claims against WebBank [120]. - Recent events in the financial services industry, including bank failures, have raised liquidity concerns that could adversely affect the company's operations [124]. Cybersecurity and Technology Risks - The company’s cybersecurity program includes comprehensive incident response and recovery plans to address potential cybersecurity threats [176]. - The Audit Committee oversees the company's cybersecurity risk management, ensuring effective controls and strategies are in place [177]. - Disruptions or breaches in technology systems could result in operational delays and financial losses, affecting competitive position [102]. Tax and Partnership Considerations - Common unitholders may be subject to U.S. federal, state, and local income tax on their share of taxable income, regardless of cash distributions received [153]. - Changes in tax laws, such as the reduction of the U.S. corporate income tax rate from 35% to 21%, could negatively impact the company's financial results [158]. - The company is subject to partnership audit rules that could result in tax liabilities for current unitholders due to adjustments in prior year tax returns [156]. - If taxed as a corporation, the company would face a 21% corporate income tax rate, significantly reducing profitability and cash available for distribution [161]. Client and Revenue Concentration - For the fiscal year ended July 31, 2023, Steel Connect's 10 largest clients accounted for approximately 83% of consolidated net revenue, up from 78% in 2022 [127]. - Two customers contributed approximately 41% and 13% of consolidated net revenue for the fiscal year ended July 31, 2023, compared to 31% and 12% in 2022 [127]. - Steel Connect's revenue is subject to demand variability, with no long-term contracts obligating clients to purchase services, which could lead to significant revenue fluctuations [128]. Strategic Initiatives - The company’s business strategy includes acquisitions, which entail risks such as management diversion and increased costs [87]. - The Management Fee for the Manager is set at an annual rate of 1.5% of total partners' capital, which could vary significantly based on business performance [145]. - The company has approved a repurchase program for up to 8,770,240 common units, with 462,628 units purchased in 2023 for an aggregate price of $20,040 [191].
Steel Partners(SPLP) - 2023 Q3 - Quarterly Report
2023-11-09 13:06
For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35493 STEEL PARTNERS HOLDINGS L.P. (Exact Name of Registrant as Specified in its Charter) (State or ...
Steel Partners(SPLP) - 2023 Q2 - Quarterly Report
2023-08-09 12:36
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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: 001-35493 STEEL PARTNERS HOLDINGS L.P. (Exact Name of Registrant as Specified in its Charter) (State or Othe ...
Steel Partners(SPLP) - 2023 Q1 - Quarterly Report
2023-05-04 21:43
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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: 001-35493 STEEL PARTNERS HOLDINGS L.P. (Exact Name of Registrant as Specified in its Charter) (State or Oth ...
Steel Partners(SPLP) - 2022 Q4 - Annual Report
2023-03-07 23:52
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35493 STEEL PARTNERS HOLDINGS L.P. (Exact name of registrant as specified in its charter) Delaware 13-3727655 (State of incorporation) (I.R.S. Employer Identification ...
Steel Partners(SPLP) - 2022 Q2 - Quarterly Report
2022-08-05 11:49
Financial Performance - Revenue for the three months ended June 30, 2022, increased by $54,975, or 14.2%, compared to the same period last year, driven by higher sales across all reportable segments[196]. - Revenue for the six months ended June 30, 2022, increased by $146,227, or 20.9%, compared to the same period last year, also due to higher sales across all reportable segments[196]. - Total revenue for the three months ended June 30, 2022, was $441,408, an increase of 14.2% compared to $386,433 for the same period in 2021[211]. - Net income from continuing operations for the three months ended June 30, 2022, was $92,113, compared to $27,435 for the same period in 2021, representing a significant increase[211]. - Financial Services revenue for the three months ended June 30, 2022, increased by $8,814, or 22.7%, compared to the same period in 2021[221]. - Diversified Industrial segment net sales for the three months ended June 30, 2022, increased by $40,905, or 13.4%, compared to the same period in 2021[212]. - Energy segment net revenue for the three months ended June 30, 2022, increased by $5,256, or 12.6%, compared to the same period in 2021[218]. Expenses and Costs - Cost of goods sold for the three months ended June 30, 2022, increased by $38,216, or 15.2%, primarily due to higher material and labor costs[197]. - Cost of goods sold for the six months ended June 30, 2022, increased by $97,701, or 21.3%, driven by similar factors as the quarterly increase[198]. - Selling, general and administrative expenses for the three months ended June 30, 2022, increased by $26,253, or 35.2%, primarily due to higher expenses in the Financial Services segment[199]. - Selling, general and administrative expenses for the six months ended June 30, 2022, increased by $43,577, or 30.4%, reflecting trends similar to the quarterly increase[200]. Gains and Losses - The Company recorded a pre-tax gain of $85,185 for the three and six months ended June 30, 2022, related to the divestiture of the SLPE business[203]. - Corporate and Other segment operating losses for the three months ended June 30, 2022, were $2,971, compared to income of $5,158 for the same period in 2021, primarily due to higher legal fees[226]. Cash Flow and Liquidity - Cash used in operating activities for the six months ended June 30, 2022, was $100,861, a decrease of $115,858 compared to cash generated in the same period of 2021[228]. - As of June 30, 2022, the Company generated $6,967 in cash from financing activities, primarily due to an increase in deposits of $360,620, offset by various repayments and acquisitions[230]. - The Company's working capital decreased to $305,659 as of June 30, 2022, down from $569,090 as of December 31, 2021[235]. - WebBank had $345,208 in cash, lines of credit, and access to the Federal Reserve Bank discount window as of June 30, 2022, representing approximately 23.7% of its total assets[237]. - The Company believes it has adequate resources to meet its financial obligations for at least the next twelve months[234]. Capital Expenditures and Debt - Capital expenditures for the six months ended June 30, 2022, were $18,470, compared to $13,925 for the same period in 2021, with full-year expectations ranging from $45,000 to $53,000[235]. - The Company made debt repayments of $129,900 on its Credit Agreement using proceeds from the sale of its SLPE business[236]. - The Credit Agreement, which includes a senior secured revolving credit facility of up to $600,000, is subject to financial covenants, and the Company was in compliance as of June 30, 2022[232]. Strategic Initiatives - The proposed merger with Steel Connect includes cash consideration of $1.35 per share, representing a premium of approximately 12.5% over the closing price on May 31, 2022, and about 90.1% over the price on November 19, 2020[179]. - The Merger Agreement with Steel Connect is subject to approval from a majority of stockholders and other customary closing conditions[182]. - The Company plans to enhance liquidity through operational improvements, supporting profitable sales growth, and evaluating strategic alternatives[231]. Economic Outlook - WebBank anticipates significant economic disruption and loan performance deterioration due to inflation, rising interest rates, and looming recession[175]. - The Energy segment's profitability is highly sensitive to crude oil price fluctuations, indicating potential risks if prices decline[174].
Steel Partners(SPLP) - 2022 Q1 - Quarterly Report
2022-05-05 20:18
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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: 001-35493 STEEL PARTNERS HOLDINGS L.P. (Exact Name of Registrant as Specified in its Charter) (State or Oth ...
Steel Partners(SPLP) - 2021 Q4 - Annual Report
2022-03-10 22:30
Financial Risks - The company faces significant volatility in crude oil prices, which could materially affect its financial condition and results of operations[18]. - The company’s investment portfolio may suffer losses due to rising interest rates and market volatility[18]. - The company’s ability to meet obligations under its senior credit facility may be impacted by future cash flows and credit market volatility[18]. - Future cash flows may not be sufficient to meet obligations under the senior credit facility, which could materially affect the company's financial condition[85]. - Rising interest rates could negatively impact the company's investments and increase borrowing costs, affecting financial results[94]. - The company may experience losses in its investment portfolio, which could adversely affect its financial condition and liquidity[92]. - Economic downturns in sectors such as transportation and oil and gas exploration could materially harm the company's revenues and profitability[122]. Regulatory Compliance - The company is subject to extensive regulations, including environmental, health, and safety laws, which may require substantial compliance costs[69]. - The company may incur significant costs due to compliance with extensive regulations, including banking regulations[76]. - The company is subject to various regulatory compliance burdens, increasing its regulatory risk[81]. - The company may face increased regulatory scrutiny and potential enforcement actions due to violations by its Marketing Partners, which could adversely affect its business[83]. - Compliance with various international laws and regulations, including data privacy and labor relations, poses a risk of inadvertent breaches that could lead to fines and penalties[100]. - Regulatory compliance related to personal data protection, such as the GDPR, may increase operational costs and liability risks[110]. - WebBank's lending programs are subject to extensive federal and state regulations, which could impact liquidity and financial condition if not complied with[79]. - WebBank's lending practices face legal challenges that could affect its business model and compliance with state and federal regulations[115]. Operational Challenges - The company is exposed to risks related to climate change legislation, which could increase costs and reduce demand for its services in the Energy segment[73]. - The company maintains multiple sources of supply for major raw materials to mitigate dependence on a few suppliers, but higher commodity prices could disrupt supply and increase production costs[67]. - The company could face increased liability and costs due to labor disputes or unionization of its workforce and suppliers[18]. - Labor disruptions due to federal vaccine mandates could adversely affect business operations, especially in areas with low vaccination rates among employees[101]. - Labor disputes and potential unionization could result in work stoppages, impacting the company's ability to deliver products on time[112]. - The company experienced reduced customer demand for its products, which led to disruptions in manufacturing operations in 2020, although all facilities were operational at normal capacities by the end of 2021[133]. Financial Structure and Capital - As of December 31, 2021, the company had $321,000 available under its senior credit facility and $269,850 of outstanding indebtedness under this credit facility[85]. - The company may need to seek additional financing if cash needs exceed expectations or if market conditions deteriorate[86]. - The company may be required to infuse additional capital into WebBank if it fails to meet capital requirements set by regulatory bodies[116]. - SPLP could be required to infuse additional capital into WebBank if it fails to meet its capital requirements, potentially affecting SPLP's ability to meet other obligations[118]. - WebBank's minimum capital requirements include a 4.5% Common Equity Tier 1 ratio and a total capital ratio of 8%[117]. Management and Governance - The company has identified material weaknesses in its internal control over financial reporting, which could result in material misstatements in financial statements[124]. - The Management Fee is set at an annual rate of 1.5% of total partners' capital, which could significantly impact the Company's results of operations depending on performance and capital changes[138]. - The Partnership Agreement limits the voting rights of unitholders who acquire beneficial ownership of 10% or more of the common units without prior approval[132]. - The Company may issue additional common or preferred units without unitholder consent, potentially causing a decline in market prices due to perceived dilution risks[141]. - Transfer restrictions in the Company's Partnership Agreement may hinder the development of an active market for its common and preferred units, set to expire on February 7, 2023[142]. Taxation and Financial Implications - Changes in tax laws, including the U.S. Tax Cuts and Jobs Act, could adversely affect the Company's business operations and profitability[145]. - The Company operates under complex provisions of U.S. federal income tax law, which may lead to material adverse impacts on common unitholders due to potential modifications in the Partnership Agreement[149]. - If the Qualifying Income Exception is not available, the Company would be taxed as a corporation, significantly reducing profitability and affecting distributions to common unitholders[148]. - Tax-exempt entities may face U.S. federal income taxation on unrelated business taxable income (UBTI) from common units[151]. - Subsidiaries may not fully utilize their net operating losses (NOLs), potentially leading to increased cash tax payments in future periods[152]. - Valuation allowances are maintained against NOLs due to uncertainty in generating sufficient taxable income[153]. Workforce and Human Resources - Loss of essential employees could significantly negatively impact the company's business and financial condition[154]. - The company relies on a skilled workforce, which is in high demand, affecting its ability to operate efficiently[155]. - High employee turnover rates or widespread dissatisfaction could adversely affect the company's financial performance[155]. Cybersecurity - The company is subject to evolving cybersecurity threats, which could lead to operational disruptions and financial losses if systems are compromised[106]. - The company has implemented various cybersecurity measures, but the unpredictability of cyber threats remains a concern for its operational integrity[109]. COVID-19 Impact - The COVID-19 pandemic had significant adverse impacts on the company's consolidated financial results for the fiscal year ended December 31, 2020[128]. - The company continues to monitor and comply with COVID-19 guidelines, but has not experienced significant disruptions to its businesses as of the fiscal year ended December 31, 2021[127]. - The severity of the impact of the COVID-19 pandemic on the company's business in 2022 and beyond remains uncertain and depends on various factors[130].
Steel Partners(SPLP) - 2021 Q3 - Quarterly Report
2021-11-12 11:45
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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: 001-35493 STEEL PARTNERS HOLDINGS L.P. (Exact Name of Registrant as Specified in its Charter) Delaware ...
Steel Partners(SPLP) - 2021 Q2 - Quarterly Report
2021-08-05 20:49
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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: 001-35493 STEEL PARTNERS HOLDINGS L.P. (Exact Name of Registrant as Specified in its Charter) (212) 520-2300 ...