SEC Filing | Steel Partners Holdings L.P.

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splp-20220630

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, 2022


☐			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

https://cdn.kscope.io/928a3c0d315a2f9af3a20f96ed75193b-splp-20220630_g1.jpg

STEEL PARTNERS HOLDINGS L.P.

(Exact Name of Registrant as Specified in its Charter)


Delaware			13-3727655
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

590 Madison Avenue, 32nd Floor
New York, New York			10022
(Address of Principal Executive Offices)			(Zip Code)

(212) 520-2300

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbols	Name of Each Exchange on which Registered
Common Units, no par value	SPLP	New York Stock Exchange
6.0% Series A Preferred Units	SPLP-PRA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐			Accelerated filer ☑
Non-accelerated filer ☐			Smaller reporting company ☑

			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The number of common units outstanding as of August 1, 2022 was 21,777,468.

STEEL PARTNERS HOLDINGS L.P.

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION		Page
Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	2

	Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021	3

	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021	4

	Consolidated Statements of Changes in Capital for the three and six months ended June 30, 2022 and 2021	5

	Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	47

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51

Item 6.	Exhibits	52

SIGNATURES		53

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except common units)



	June 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	201,623	$	325,363


Trade and other receivables - net of allowance for doubtful accounts of $3,014 and $3,510, respectively	215,527		193,976
Receivables from related parties	1,942		2,944
Loans receivable, including loans held for sale of $385,964 and $198,632, respectively, net	793,291		529,529
Inventories, net	212,651		184,271
Prepaid expenses and other current assets	50,479		48,019

Total current assets	1,475,513		1,284,102
Long-term loans receivable, net	443,489		511,444
Goodwill	122,844		148,018
Other intangible assets, net	100,291		119,830

Other non-current assets	188,512		79,143
Property, plant and equipment, net	228,574		234,976
Operating lease right-of-use assets	35,663		36,636
Long-term investments	257,069		261,080
Total Assets	$	2,851,955	$	2,675,229
LIABILITIES AND CAPITAL
Current liabilities:
Accounts payable	$	142,243	$	123,282
Accrued liabilities	109,069		86,848

Deposits	843,664		447,152
Payables to related parties	2,078		1,885
Short-term debt	200		100
Current portion of long-term debt	1,020		1,071

Other current liabilities	71,580		54,674

Total current liabilities	1,169,854		715,012
Long-term deposits	341,843		377,735
Long-term debt	175,200		269,850
Other borrowings	118,934		333,963
Preferred unit liability	150,899		149,570
Accrued pension liabilities	74,795		82,376
Deferred tax liabilities	28,583		13,674
Long-term operating lease liabilities	27,915		27,511
Other non-current liabilities	40,422		36,490
Total Liabilities	2,128,445		2,006,181
Commitments and Contingencies
Capital:
Partners' capital common units: 21,917,246 and 21,018,009 issued and outstanding (after deducting 17,579,619 and 16,810,932 units held in treasury, at cost of $295,701 and $264,284), respectively	856,908		795,140
Accumulated other comprehensive loss	(134,456)		(131,803)
Total Partners' Capital	722,452		663,337
Noncontrolling interests in consolidated entities	1,058		5,711
Total Capital	723,510		669,048
Total Liabilities and Capital	$	2,851,955	$	2,675,229

See accompanying Notes to Consolidated Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Statements of Operations

(Unaudited)

(in thousands, except common units and per common unit data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue:
Diversified Industrial net sales	$	346,664	$	305,759	$	673,913	$	554,248
Energy net revenue	47,024		41,768		85,341		73,854
Financial Services revenue	47,720		38,906		87,899		72,824
Total revenue	441,408		386,433		847,153		700,926
Costs and expenses:
Cost of goods sold	288,813		250,597		556,983		459,282
Selling, general and administrative expenses	100,841		74,588		186,965		143,388

Asset impairment charges	32		—		435		—
Finance interest expense	1,672		2,627		2,836		4,859
Provision for (benefit from) loan losses	3,883		(1,567)		5,165		(2,282)
Interest expense	4,818		5,504		9,342		10,970

Gains from sales of businesses	(85,185)		—		(85,185)		(8,096)
Realized and unrealized (gains) losses on securities, net	(1,515)		(4,470)		26,211		18,779
Other income, net	(1,240)		(854)		(1,681)		(27,797)
Total costs and expenses	312,119		326,425		701,071		599,103
Income from operations before income taxes and equity method investments	129,289		60,008		146,082		101,823
Income tax provision	39,436		35,413		47,045		50,007
(Income) loss of associated companies, net of taxes	(2,260)		(2,840)		2,383		(28,961)
Net income from continuing operations	92,113		27,435		96,654		80,777
Discontinued operations (see Note 3)


Net gain from discontinued operations, net of taxes	—		128		—		128
Net income	92,113		27,563		96,654		80,905
Net income attributable to noncontrolling interests in consolidated entities	(35)		(323)		(11)		(714)
Net income attributable to common unitholders	$	92,078	$	27,240	$	96,643	$	80,191
Net income per common unit - basic
Net income from continuing operations	$	4.03	$	1.24	$	4.29	$	3.60
Net income from discontinued operations	—		0.01		—		0.01
Net income attributable to common unitholders	$	4.03	$	1.25	$	4.29	$	3.61
Net income per common unit - diluted
Net income from continuing operations	$	3.52	$	1.02	$	3.82	$	2.67
Net income from discontinued operations	—		0.01		—		0.01
Net income attributable to common unitholders	$	3.52	$	1.03	$	3.82	$	2.68
Weighted-average number of common units outstanding - basic	22,846,677		21,829,714		22,529,635		22,222,557
Weighted-average number of common units outstanding - diluted	27,061,579		29,561,237		26,931,547		32,243,510

See accompanying Notes to Consolidated Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Statements of Comprehensive Income

(Unaudited)

(in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	92,113	$	27,563	$	96,654	$	80,905
Other comprehensive loss (income), net of taxes:



Currency translation adjustments	(2,194)		614		(2,653)		397

Other comprehensive (loss) income	(2,194)		614		(2,653)		397
Comprehensive income	89,919		28,177		94,001		81,302
Comprehensive income attributable to noncontrolling interests	(35)		(323)		(11)		(714)
Comprehensive income attributable to common unitholders	$	89,884	$	27,854	$	93,990	$	80,588

See accompanying Notes to Consolidated Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Statements of Changes in Capital

(Unaudited)

(in thousands, except common units and treasury units)


	Steel Partners Holdings L.P. Common Unitholders
	Common	Treasury Units			Partners'		Accumulated Other Comprehensive		Total Partners'		Noncontrolling Interests in Consolidated		Total
	Units	Units	Dollars		Capital		Loss		Capital		Entities		Capital
Balance as of December 31, 2021	37,828,941	(16,810,932)	$	(264,284)	$	795,140	$	(131,803)	$	663,337	$	5,711	$	669,048
Net income (loss)	—	—	—		4,565		—		4,565		(24)		4,541
Currency translation adjustments	—	—	—		—		(459)		(459)		—		(459)
Equity compensation - restricted units	(37,315)	—	—		119		—		119		—		119
Purchases of SPLP common units	—	(268,623)	(10,418)		(10,418)		—		(10,418)		—		(10,418)
Purchases of subsidiary shares from noncontrolling interests	—	—	—		(3,942)		—		(3,942)		(4,664)		(8,606)

Balance as of March 31, 2022	37,791,626	(17,079,555)	(274,702)		785,464		(132,262)		653,202		1,023		654,225
Net income	—	—	—		92,078		—		92,078		35		92,113

Currency translation adjustments	—	—	—		—		(2,194)		(2,194)		—		(2,194)
Equity compensation - incentive units and restricted units	1,705,239	—	—		354		—		354		—		354
Purchases of SPLP common units	—	(500,064)	(20,999)		(20,999)		—		(20,999)		—		(20,999)
Other, net	—	—	—		11		—		11		—		11
Balance as of June 30, 2022	39,496,865	(17,579,619)	$	(295,701)	$	856,908	$	(134,456)	$	722,452	$	1,058	$	723,510


	Steel Partners Holdings L.P. Common Unitholders
	Common	Treasury Units			Partners'		Accumulated Other Comprehensive		Total Partners'		Noncontrolling Interests in Consolidated		Total
	Units	Units	Dollars		Capital		Loss		Capital		Entities		Capital
Balance as of December 31, 2020	37,837,439	(14,916,635)	$	(219,245)	$	707,309	$	(172,649)	$	534,660	$	4,562	$	539,222
Net income	—	—	—		52,951		—		52,951		391		53,342

Currency translation adjustments	—	—	—		—		(217)		(217)		—		(217)
Equity compensation - restricted units	28,588	—	—		363		—		363		—		363



Balance as of March 31, 2021	37,866,027	(14,916,635)	(219,245)		760,623		(172,866)		587,757		4,953		592,710
Net income	—	—	—		27,240		—		27,240		323		27,563

Currency translation adjustments	—	—	—		—		614		614		—		614
Equity compensation - restricted units	(36,104)	—	—		354		—		354		—		354
Purchases of SPLP common units	—	(1,351,488)	(28,612)		(28,612)		—		(28,612)		—		(28,612)
Balance as of June 30, 2021	37,829,923	(16,268,123)	$	(247,857)	$	759,605	$	(172,252)	$	587,353	$	5,276	$	592,629

See accompanying Notes to Consolidated Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities:
Net income	$	96,654	$	80,905
Gain from discontinued operations	—		128
Net income from continuing operations	96,654		80,777
Adjustments to reconcile net income from continuing operations to net cash (used in) provided by operating activities:
Provision for (benefit from) loan losses	5,165		(2,282)
Loss (income) of associated companies, net of taxes	2,383		(28,961)
Realized and unrealized losses on securities, net	26,211		18,779

Gains on sales of businesses	(85,185)		(8,096)
Gain on sale of property, plant and equipment	—		(6,646)
Derivative gains on economic interests in loans	(2,382)		(2,605)
Deferred income taxes	15,161		42,598
Depreciation and amortization	27,511		30,199
Non-cash lease expense	4,991		5,269
Equity-based compensation	473		717



Other	(1,809)		1,482
Net change in operating assets and liabilities:
Trade and other receivables	(32,706)		(42,642)
Inventories	(38,290)		(22,484)
Prepaid expenses and other assets	(7,213)		8,890
Accounts payable, accrued and other liabilities	75,507		(7,077)
Net increase in loans held for sale	(187,332)		(52,921)

Net cash (used in) provided by operating activities	(100,861)		14,997
Net cash provided by operating activities - discontinued operations	—		128
Total cash (used in) provided by operating activities	(100,861)		15,125
Cash flows from investing activities:
Purchases of investments	(144,227)		(9,018)
Proceeds from sales of investments	—		24,217
Proceeds from maturities of investments	6,900		4,235

Loan originations, net of collections	(13,640)		186,633
Purchases of property, plant and equipment	(18,470)		(13,925)

Proceeds from sale of property, plant and equipment	—		6,979

Net proceeds from sales of businesses	142,081		16,000




Net cash (used in) provided by investing activities	(27,356)		215,121


Cash flows from financing activities:
Net revolver repayments	(94,551)		(36,374)
Repayments of term loans	(51)		(5,113)




Purchases of the Company's common units	(31,417)		(28,612)

Net decrease in other borrowings	(214,211)		(120,677)


Distribution to preferred unitholders	(4,817)		(4,817)

Purchase of subsidiary shares from noncontrolling interest	(8,606)		—
Net increase in deposits	360,620		55,293

Net cash provided by (used in) financing activities	6,967		(140,300)


Net change for the period	(121,250)		89,946
Effect of exchange rate changes on cash and cash equivalents	(2,490)		(1,410)
Cash, cash equivalents and restricted cash at beginning of period	325,363		135,788
Cash, cash equivalents and restricted cash at end of period	$	201,623	$	224,324

See accompanying Notes to Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

All amounts used in the Notes to Consolidated Financial Statements are in thousands, except common and preferred units, per common and preferred unit, share and per share data.

1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION

Nature of the Business

Steel Partners Holdings L.P. ("we," "our," "SPLP" or "Company") is a diversified global holding company that engages in multiple businesses through consolidated subsidiaries and other interests. It owns and operates businesses and has significant interests in various companies, including diversified industrial products, energy, defense, supply chain management and logistics, banking and youth sports. SPLP operates through the following segments: Diversified Industrial, Energy and Financial Services, which are managed separately and offer different products and services. For additional details related to the Company's reportable segments, see Note 18 - "Segment Information." Steel Partners Holdings GP Inc. ("SPH GP"), a Delaware corporation, is the general partner of SPLP and is wholly-owned by SPLP. The Company is managed by SP General Services LLC ("Manager"), pursuant to the terms of an amended and restated management agreement ("Management Agreement") discussed in further detail in Note 17 - "Related Party Transactions."

Impact of the Ongoing Novel Coronavirus ("COVID-19") Pandemic

The ongoing COVID-19 pandemic (in particular, the emergence of new variants of the virus across the globe) has caused, and continues to cause, significant disruptions in the U.S. and global economies. For example, national and local governments in the United States and around the world continue to implement measures to prevent the spread of COVID-19 and its variants, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, quarantines, curfews, and recommendations to practice physical distancing. Such measures have restricted and continue to restrict individuals’ daily activities and curtail or cease many businesses’ normal operations.

As of the date of this filing, for the period ended June 30, 2022, the Company has not experienced any significant disruptions to its businesses as compared to the same period in the prior fiscal year. Despite indications of economic recovery, the severity of the impact of the COVID-19 pandemic on the Company’s business in 2022 and beyond will depend on a number of uncertain factors and trends. Such factors and trends include, but are not limited to: the duration and severity of the virus and its current variants; the emergence of new variant strains; the availability and widespread use of vaccines; the impact of the global business and economic environment on liquidity and the availability of capital; and governmental actions that have been taken, or may be taken in the future, to mitigate adverse economic or other impacts or to mitigate the spread of the virus and its variants. The Company continues to monitor for any developments or updates to COVID-19 guidelines from public health and governmental authorities, as well as the protection of the health and safety of its personnel, and is continuously working to ensure that its health and safety protocols, business continuity plans and crisis management protocols are in place to help mitigate any negative impacts of the COVID-19 pandemic on the Company’s employees, business or operations.

Proposed Merger with Steel Connect, Inc.

On November 19, 2020, the Board of Directors of the Company sent a letter to Steel Connect, Inc. ("Steel Connect" or "STCN") setting forth a non-binding expression of interest to acquire all of the outstanding shares of Steel Connect common stock, par value $0.01 per share, not already owned by the Company and its subsidiaries. On March 24, 2022, the Company delivered a revised expression of interest in a potential combination of the Company and Steel Connect (the "Enhanced Proposal") to the Special Committee of the Board of Directors of Steel Connect ("STCN Special Committee"), which altered and increased the consideration proposed in its November 19, 2020 proposal. Under the Enhanced Proposal, the stockholders of Steel Connect would receive cash consideration of $1.30 per share, representing a premium of approximately 10% over the closing price of the Steel Connect’s common stock on March 23, 2022 and about an 83.1% premium over the closing share price on November 19, 2020.

On May 27, 2022, the Company communicated a further revised expression of interest (the "Further Enhanced Proposal") to the STCN Special Committee, which altered and increased the consideration proposed in the Enhanced Proposal. Under the Further Enhanced Proposal, the stockholders of Steel Connect would receive both (a) cash consideration of $1.35 per share, representing a premium of approximately 12.5% over the closing price of the Steel Connect’s common stock on May 31, 2022 and a premium of approximately 90.1% over the closing share price of Steel Connect’s common stock on November 19, 2020, and (b) a contingent value right to receive their pro rata share of proceeds, to the extent such proceeds exceed $80,000, if

Steel Connect’s ModusLink business were to be sold during the two years period following completion of the proposed combination of the Company and Steel Connect.

On June 12, 2022, Steel Connect, the Company and SP Merger Sub, Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), entered into an agreement and plan of merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into Steel Connect (the "Merger"), with Steel Connect surviving the Merger as a wholly-owned subsidiary of the Company. The Merger Agreement provides that each share of Steel Connect’s common stock issued and outstanding immediately prior to the effective time of the Merger (other than dissenting shares and shares owned by Steel Connect, the Company or any of their respective subsidiaries) will, subject to the terms and conditions set forth in the Merger Agreement, be converted into the right to receive (i) $1.35 in cash, without interest and (ii) one contingent value right to receive a pro rata share of the proceeds received by Steel Connect, the Company or any of their affiliates with respect to the sale, transfer or other disposition of all or any portion of the assets currently owned by ModusLink within two years of the Merger's closing date, to the extent such proceeds exceed $80,000 plus certain related costs and expenses. The Company and certain of its affiliates have also entered into a Voting and Support Agreement pursuant to which, among other things, they have agreed to vote all shares of common stock and Series C Preferred Stock beneficially owned by them in favor of the adoption of the Merger Agreement and the Merger and any alternative acquisition agreement approved by the Steel Connect’s board of directors (acting on the recommendation of the STCN Special Committee).

The Merger Agreement includes a "go-shop" period, during which the Company could actively solicit and consider alternative acquisition proposals. The "go-shop" period expired at 11:59 p.m. Eastern time on July 12, 2022.

The closing of the Merger is conditioned upon receipt of approval of the Merger from (i) the holders of a majority in voting power of the outstanding shares of common stock and Series C Preferred Stock of Steel Connect (voting on an as converted to shares of common stock basis), voting together as a single class, (ii) a majority of the outstanding shares of common stock of Steel Connect not owned, directly or indirectly, by the Company and its affiliates and related parties, and any other officers or directors of Steel Connect and (iii) the holders of a majority of the outstanding shares of Series C Preferred Stock of Steel Connect, voting as a separate class, as well as other customary closing conditions. Accordingly, there can be no assurance that the Company will be able to complete the Merger on the expected timeline or at all.

The board of directors of Steel Connect, acting on the unanimous recommendation of the STCN Special Committee, and the Board of Directors of Steel Partner Holdings GP Inc., the general partner of the Company, approved the Merger Agreement and the transactions contemplated by the Merger Agreement (such transactions, collectively, the "Transactions") and resolved to recommend the Steel Connect stockholders adopt the Merger Agreement and approve the Transactions. The STCN Special Committee, which is comprised solely of independent and disinterested directors of Steel Connect who are unaffiliated with Steel Holdings, exclusively negotiated the terms of the Merger Agreement with the Company, with the assistance of its independent financial and legal advisors.

Subject to the satisfaction of all of the conditions to closing, including the receipt of the Steel Connect stockholder approvals, the Merger is expected to close in the second half of 2022.

Basis of Presentation

The accompanying unaudited consolidated financial statements as of June 30, 2022 and for the three and six-month periods ended June 30, 2022 and 2021, which have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods, include the accounts of the Company and its consolidated subsidiaries. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been reflected herein. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the operating results for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ("Annual Report" or "Form 10-K"), from which the consolidated balance sheet as of December 31, 2021 has been derived.

The Company's fiscal quarter ends on the last day of the calendar quarter; however, for certain subsidiaries of the Company, the fiscal quarter periods end on the Saturday that is closest to the last day of the calendar quarter, except for the last quarterly period of the fiscal year. The Company and all its subsidiaries close their books for fiscal years on December 31. For ease of presentation, the quarterly financial statements included herein are described as ending on the last day of the calendar quarter.

Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), but is not required for interim reporting purposes, has been condensed or omitted. Management must make estimates and assumptions that affect the consolidated financial statements and the related footnote disclosures. While management uses its best judgment, actual results may differ from those estimates. Certain reclassifications have been made to the prior period financial statements and notes to conform to the current period presentation.

Accounting Standards Not Yet Effective

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which was further updated and clarified by the FASB through issuance of additional related ASUs. This new standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. ASU 2019-05 provides entities with an option to irrevocably elect the fair value option, applied on an instrument-by-instrument basis for eligible instruments, that are within the scope of Subtopic 326-20, upon the adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. The new standards were to be effective for the Company's 2020 fiscal year. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. This new standard amended the effective date of Topic 326 for smaller reporting companies until January 1, 2023. A company's determination about whether it is eligible to be a smaller reporting company is based on its most recent determination as of November 15, 2019, in accordance with SEC regulations. As of this date, the Company met the SEC definition of a smaller reporting company. Therefore, the Company will adopt Topic 326 beginning January 1, 2023. The Company is currently evaluating the potential impact of this new guidance; however, it expects that it could have a significant impact on the Company's allowance for loan losses ("ALLL").

2. REVENUES

Disaggregation of Revenues

Revenues are disaggregated at the Company's segment level since the segment categories depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. For additional details related to the Company's reportable segments, see Note 18 - "Segment Information."

The following table presents the Company's revenues disaggregated by geography for the three and six months ended June 30, 2022 and 2021. The Company's revenues are primarily derived domestically. Foreign revenues are based on the country in which the legal subsidiary generating the revenue is domiciled. Revenue from any single foreign country was not material to the Company's consolidated financial statements.


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
United States	$	419,645	$	360,126	$	803,915	$	655,994
Foreign	21,763		26,307		43,238		44,932
Total revenue	$	441,408	$	386,433	$	847,153	$	700,926

Contract Balances

Differences in the timing of revenue recognition, billings and cash collections result in billed trade receivables, unbilled receivables (contract assets) and deferred revenues (contract liabilities) on the consolidated balance sheets.

Contract Assets

Unbilled receivables arise when the timing of billings to customers differs from the timing of revenue recognition, such as when the Company recognizes revenue over time before a customer can be billed. Contract assets are classified as Prepaid expenses and other current assets on the consolidated balance sheets. As of June 30, 2022 and December 31, 2021, the contract asset balance was $12,078 and $12,014, respectively.

Contract Liabilities

The Company records deferred revenues when cash payments are received or due in advance of the Company's performance, including amounts that are refundable, which are recorded as contract liabilities. Contract liabilities are classified as Other current liabilities on the consolidated balance sheets, based on the timing of when the Company expects to recognize revenue.


	Contract Liabilities
Balance at December 31, 2021	$	3,396
Deferral of revenue	3,200
Recognition of unearned revenue	(3,437)
Balance at June 30, 2022	$	3,159

Balance at December 31, 2020	$	7,707
Deferral of revenue	7,807
Recognition of unearned revenue	(8,136)
Balance at June 30, 2021	$	7,378

3. DISCONTINUED OPERATIONS

On January 31, 2020, the Company announced that API Group Limited and certain of its affiliates commenced administration proceedings in the U.K. The purpose of the administration proceedings is to facilitate an orderly sale or wind-down of its U.K. operations, which include API Laminates Limited and API Foils Holdings Limited. In the U.S., API Americas Inc. voluntarily filed for Chapter 11 proceedings in Bankruptcy Court on February 2, 2020, in order to facilitate the sale or liquidation of its U.S. assets. The API Americas Inc. Chapter 11 bankruptcy proceedings were closed by the Bankruptcy Court on December 21, 2020. The API entities were wholly-owned subsidiaries of the Company and part of the Diversified Industrial segment. The Company deconsolidated the API entities on January 31, 2020 as it no longer held a controlling financial interest as of that date. On the date of the deconsolidation, the Company believed that API became a variable interest entity. The Company determined at deconsolidation that it was not the primary beneficiary of API as the Company no longer held a controlling financial interest in API and the Company lacked significant decision-making ability.

4. ACQUISITION AND DIVESTITURES

2022 Noncontrolling Interest Acquisition

On January 7, 2022, the Company entered into stock purchase agreements with certain stockholders of iGo, Inc. ("iGo") to purchase such stockholders’ shares of iGo common stock at $5.50 per share in cash. Following the acquisition of such shares, the Company owned more than 90% of iGo’s outstanding shares. On January 14, 2022, iGo merged with a subsidiary of the Company ("Merger") without a vote or meeting of iGo's stockholders pursuant to the short-form merger provisions under the Delaware General Corporation Law. All remaining shares of iGo common stock not owned by the Company immediately prior to the Merger were converted into the right to receive $5.50 per share in cash, and the Company acquired all iGo shares it previously did not own for approximately $8,606. Upon completion of the Merger, iGo became a wholly-owned subsidiary of the Company.

2022 Investment in Nonconsolidated Affiliate

On April 1, 2022, the Company acquired an interest in PCS-Mosaic Co-Invest L.P. ("PCS-Mosaic"), a private investment fund for a purchase price of approximately $23,600. The fund is primarily invested in specialized software development and training services. The Company will account for its investment as an equity method investment as the Company does not have a controlling financial interest. The Company has not elected the fair value option to account for PCS-Mosaic which will be carried at cost, plus or minus the Company’s share of net earnings or losses of the investment, subject to certain other adjustments. The Company’s share of net earnings or losses of the investment is included in Income (loss) of associated companies net of tax on the Company’s consolidated statements of operations. Dividends received from the investee reduce the carrying amount of the investment. Due to the timing of receiving financial information from its PCS-Mosaic, the Company will record its share of net earnings or losses on a one quarter lag basis.

2022 Divestiture of SLPE Business

On April 25, 2022, the Company completed the sale of its subsidiary, SLPE, to AEI US Subsidiary LLC, a subsidiary of Advanced Energy Industries, Inc. for a sales price of $144,500, consisting entirely of cash, subject to customary closing net working capital adjustments. The Company recognized a pre-tax gain from continuing operations of $86,037 which is presented in Gains from sales of businesses in the consolidated statement of operations during the three months ended June 30, 2022. SLPE designed, manufactured, and marketed power conversion solutions for original equipment manufacturers in the medical, lighting, audio-visual, controls, and industrial sectors and comprised the Company’s Electrical Products business in the Diversified Industrial segment. SLPE recognized net sales of $65,974 and income before taxes of $5,120 for the year ended December 31, 2021.

2021 Divestiture of Edge Business

On February 1, 2021, the Company completed the sale of its Edge business for a sales price of $16,000, subject to a working capital adjustment. The Company recognized a pre-tax gain of $8,096 which is presented in Gains from sales of businesses in the consolidated statement of operations during the three months ended March 31, 2021. Edge provided roofing edge products and components utilized in the securement of perimeter roof edges and was part of the Company's OMG business in the Diversified Industrial segment. Edge recognized net sales of $17,534 and operating income of $1,250 for the year ended December 31, 2020.

5. LOANS RECEIVABLE, INCLUDING LOANS HELD FOR SALE

Major classifications of Loans receivable, including loans held for sale, held by WebBank as of June 30, 2022 and December 31, 2021 are as follows:

Total

Current

Non-current

June 30, 2022

December 31, 2021

June 30, 2022