PART I — FINANCIAL INFORMATION [Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Unaudited Q1 2021 financials show a turnaround to net income, driven by cost reductions and gains, despite revenue decline [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $4.39 billion by March 31, 2021, driven by loans receivable, with liabilities and capital also rising Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$4,385,860** | **$3,934,378** | | Cash and cash equivalents | $200,238 | $135,788 | | Long-term loans receivable, net | $2,549,961 | $2,183,017 | | **Total Liabilities** | **$3,793,150** | **$3,395,156** | | Other borrowings | $2,467,657 | $2,090,223 | | **Total Capital** | **$592,710** | **$539,222** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Q1 2021 net income of $53.0 million marks a significant turnaround from a prior-year loss, driven by cost reductions and gains Q1 2021 vs Q1 2020 Performance (in thousands, except per unit data) | Metric | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Total Revenue | $314,493 | $347,210 | | Total Costs and Expenses | $272,678 | $352,626 | | Net Income (Loss) from Continuing Operations | $53,342 | $(36,479) | | Net Income (Loss) Attributable to Common Unitholders | $52,951 | $(60,878) | | Diluted EPS Attributable to Common Unitholders | $1.60 | $(2.43) | - Revenue declined across all segments: Diversified Industrial (**$248.5M** vs **$261.6M**), Energy (**$32.1M** vs **$38.6M**), and Financial Services (**$33.9M** vs **$47.0M**)[10](index=10&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Q1 2021 operating cash flow sharply decreased, while investing activities used more cash, and financing provided significant inflow from PPP loans Cash Flow Summary (in thousands) | Activity | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $7,229 | $164,655 | | Net cash used in investing activities | $(353,960) | $(8,435) | | Net cash provided by financing activities | $411,795 | $100,154 | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail business structure, COVID-19 impact, accounting policies, 2020 financial restatement, and loan portfolio specifics - The company is a diversified holding company with three segments: Diversified Industrial, Energy, and Financial Services[18](index=18&type=chunk) - The COVID-19 pandemic adversely affected financial results for Q1 **2021**, and its future impact remains uncertain[20](index=20&type=chunk) - Previously issued **2020** interim financial statements were restated to correct errors primarily related to the Electrical Products business, which involved improper valuation of inventories, revenue recognition, and accounts payable[24](index=24&type=chunk)[26](index=26&type=chunk)[160](index=160&type=chunk) - On January **31**, **2020**, the company deconsolidated its API subsidiaries, which entered administration and bankruptcy proceedings. These operations are now reported as discontinued[27](index=27&type=chunk)[42](index=42&type=chunk) - On February **1**, **2021**, the company sold its Edge business for **$16.0 million**, recognizing a pre-tax gain of **$8.1 million**[46](index=46&type=chunk) - The Allowance for Loan Losses (ALLL) decreased by **$7.1 million** (**26%**) in Q1 **2021**, driven by lower than expected losses related to COVID-19 and higher paydowns[53](index=53&type=chunk) - As of March **31**, **2021**, the company had **$2.46 billion** in PPP loans and associated liabilities on its balance sheet[60](index=60&type=chunk) - The company's Board approved an increase to its common unit repurchase program, with **1.5 million** units available for purchase as of May **12**, **2021**[102](index=102&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2021 performance, noting revenue decrease but significant net income improvement due to cost reductions and one-time gains Q1 2021 vs Q1 2020 Results Summary (in thousands) | Metric | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Revenue | $314,493 | $347,210 | | Net Income (Loss) from Continuing Operations | $53,342 | $(36,479) | | Adjusted EBITDA | $49,776 | $37,717 | - Revenue decreased by **$32.7 million** (**9.4%**) YoY due to lower sales volume across all segments[187](index=187&type=chunk) - The increase in profitability was driven by a **$19.7M** one-time dividend from Aerojet, an **$8.1M** gain on the sale of the Edge business, and a **$6.6M** gain on the sale of an idle facility[194](index=194&type=chunk) - The Financial Services segment's operating income increased by **$16.4 million**, mainly due to a **$26.9 million** lower provision for loan losses as COVID-related reserves were partially released[205](index=205&type=chunk) - The company maintains strong liquidity with working capital of **$334.8 million** and total availability under its Credit Agreement of **$355.7 million** as of March **31**, **2021**[220](index=220&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risk disclosures have occurred since the most recent Annual Report on Form 10-K - There were no material changes to market risk disclosures from the most recent Annual Report on Form **10-K**[226](index=226&type=chunk) [Controls and Procedures](index=52&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of March 31, 2021, due to material weaknesses, with remediation efforts underway - Management concluded that disclosure controls and procedures were not effective as of March **31**, **2021**, due to previously identified material weaknesses[227](index=227&type=chunk) - The material weaknesses are linked to errors at the Electrical Products business division and include an ineffective control environment, inadequate control activities (e.g., poor segregation of duties), and communication failures[229](index=229&type=chunk)[231](index=231&type=chunk) - Remediation efforts in Q1 **2021** include hiring a new president and CFO for the Electrical Products business and initiating company-wide training on internal controls[232](index=232&type=chunk) - Despite the material weaknesses, management believes the Q1 **2021** financial statements are fairly presented in all material respects[228](index=228&type=chunk) PART II — OTHER INFORMATION [Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal actions, with details provided in Note 16 of the financial statements - The company is party to various legal actions. For detailed information, refer to Note **16** - "Commitments and Contingencies" in the financial statements[234](index=234&type=chunk) [Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the last Annual Report on Form 10-K - No material changes to risk factors have occurred since the last Annual Report on Form **10-K**[235](index=235&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company has an active common unit repurchase program, with 1.5 million units available for future purchase - The Board of SPH GP has an approved common unit repurchase program with no termination date[237](index=237&type=chunk) - In April **2021**, the company repurchased **661,053** common units for **$10.1 million**[238](index=238&type=chunk) - On May **12**, **2021**, the Board increased the repurchase program authorization, leaving **1,500,000** common units available for future purchase[238](index=238&type=chunk) [Exhibits](index=56&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including Sarbanes-Oxley certifications and Inline XBRL data - Key exhibits filed include Sarbanes-Oxley certifications (**302** and **906**) and Inline XBRL documents[239](index=239&type=chunk) Signatures The report was signed on May 14, 2021, by Jason Wong, Chief Financial Officer of Steel Partners Holdings L.P - The Form **10-Q** was signed on May **14**, **2021**, by Jason Wong, Chief Financial Officer[243](index=243&type=chunk)[245](index=245&type=chunk)

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, 2020 ☐ 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) 590 Madison Avenue, 32 Floor New York, New York 10022 (Address of principal exe ...