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): August 14, 2012
STEEL PARTNERS HOLDINGS L.P. | ||
(Exact name of registrant as specified in its charter) | ||
Delaware | 0-5465 | 13-3727655 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
590 Madison Avenue, 32nd Floor, New York, New York | 10,022 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (212) 520-2300
N/A |
(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 (see General Instruction A.2. below):
o 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))
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Item 2.02 Results of Operations and Financial Condition.
On August 14, 2012, Steel Partners Holdings L.P., a Delaware corporation (the “Company”), issued a press release regarding its financial results for the quarter ended June 30, 2012. The full text of the press release is attached hereto as Exhibit 99.1.
The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Exhibits |
99.1 | Press Release issued August 14, 2012. |
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
August 14, 2012 | STEEL PARTNERS HOLDINGS L.P. | |
By: | Steel Partners Holdings GP Inc. | |
Its General Partner | ||
By: | /s/ James F. McCabe, Jr. | |
James F. McCabe, Jr. | ||
Chief Financial Officer | ||
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Exhibits
Exhibit No. | Exhibits |
99.1 | Press Release issued August 14, 2012. |
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EXHIBIT 99.1
PRESS RELEASE Source: Steel Partners Holdings L.P.
Steel Partners Holdings L.P. Reports Second Quarter Financial Results
New York, NY - August 14, 2012 -- Steel Partners Holdings L.P.'s (NYSE: SPLP) (“SPH” or the “Company”) operating results for the second quarter and six months ended June 30, 2012 are summarized in the following paragraphs. Please read the Company's Form 10-Q, which can be found at www.steelpartners.com, for a full discussion of the operating results.
SPH reported revenue of $227.5 million for the three months ending June 30, 2012 as compared to $197.2 million for the same period of 2011. Income before taxes and equity method investments was $30.1 million in the second quarter of 2012 as compared to $11.0 million in 2011. Net loss attributable to the Company's common unitholders for the second quarter of 2012 was $10.2 million, or $0.33 per diluted common unit, as compared to net income of $12.6 million, or $0.50 per diluted common unit, for the same period in 2011.
For the six months ended June 30, 2012 revenues were $413.5 million as compared to $372.3 million for the same period in 2011. Income before taxes and equity method investments was $30.0 million for the six months of 2012 as compared to $26.4 million in 2011. Net income attributable to the Company's common unitholders for the six months ended June 30, 2012 was $35.7 million, or $1.27 per diluted common unit, as compared to $25.1 million, or $0.95 per diluted common unit, for the same period of 2011.
Financial Summary ($000s)
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
Revenues | $ | 227,460 | $ | 197,174 | $ | 413,482 | $ | 372,274 | |||||||
Costs and Expenses | 197,314 | 186,159 | 383,457 | 345,872 | |||||||||||
Income before taxes and equity method investments | 30,146 | 11,015 | 30,025 | 26,402 | |||||||||||
Income tax (provision) benefit | (16,791 | ) | (1,323 | ) | (18,663 | ) | 4,284 | ||||||||
(Loss) Income of associated companies, net of taxes | (21,921 | ) | 12,983 | 28,619 | 14,841 | ||||||||||
Income (Loss) from other investments - related party | 1,790 | (905 | ) | (9,010 | ) | (9,189 | ) | ||||||||
Income (loss) from investments held at fair value | 340 | 8 | 8,978 | (1,556 | ) | ||||||||||
Net (loss) income from continuing operations | (6,436 | ) | 21,778 | 39,949 | 34,782 | ||||||||||
(Loss) Income from discontinued operations | (567 | ) | (280 | ) | 3,186 | 1,847 | |||||||||
Net (loss) income | (7,003 | ) | 21,498 | 43,135 | 36,629 | ||||||||||
(Income) attributable to noncontrolling interests | (3,234 | ) | (8,901 | ) | (7,402 | ) | (11,541 | ) | |||||||
Net (loss) income attributable to common unit holders | $ | (10,237 | ) | $ | 12,597 | $ | 35,733 | $ | 25,088 | ||||||
Net (loss) income per common unit - basic | $ | (0.33 | ) | $ | 0.50 | $ | 1.27 | $ | 0.99 | ||||||
Net (loss) income per common unit - diluted | $ | (0.33 | ) | $ | 0.50 | $ | 1.27 | $ | 0.95 | ||||||
Segment Results
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
Revenue: | |||||||||||||||
Diversified industrial | $ | 209,421 | $ | 195,746 | $ | 388,952 | $ | 354,153 | |||||||
Financial services | 4,099 | 3,076 | 8,135 | 6,337 | |||||||||||
Corporate | 13,940 | (1,648 | ) | 16,395 | 11,784 | ||||||||||
Total | $ | 227,460 | $ | 197,174 | $ | 413,482 | $ | 372,274 | |||||||
Income (loss) from continuing operations before income taxes: | |||||||||||||||
Diversified industrial | $ | 7,217 | $ | 29,415 | $ | 47,799 | $ | 35,791 | |||||||
Financial services | 2,070 | 1,280 | 4,366 | 2,415 | |||||||||||
Corporate | 1,068 | (7,594 | ) | 6,447 | (7,708 | ) | |||||||||
Income from continuing operations before income taxes | 10,355 | 23,101 | 58,612 | 30,498 | |||||||||||
Income tax (provision) benefit | (16,791 | ) | (1,323 | ) | (18,663 | ) | 4,284 | ||||||||
Net (loss) income from continuing operations | $ | (6,436 | ) | $ | 21,778 | $ | 39,949 | $ | 34,782 | ||||||
(Loss) Income from equity method investments: | |||||||||||||||
Diversified industrial | $ | (10,720 | ) | $ | 9,785 | $ | 10,157 | $ | 11,429 | ||||||
Corporate | (9,411 | ) | 2,293 | 9,452 | (5,777 | ) | |||||||||
Total | $ | (20,131 | ) | $ | 12,078 | $ | 19,609 | $ | 5,652 | ||||||
Our Company
SPH is a global diversified holding company that engages in multiple businesses through consolidated subsidiaries, associated companies and other interests. We own and operate businesses and have significant interests in leading companies in various industries, including diversified industrial products, energy, defense, banking, insurance, food products and services, oilfield services, sports, training, education, and the entertainment and lifestyle industries.
Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect SPH's current expectations and projections about its future results, performance, prospects and opportunities. SPH has tried to identify these forward-looking statements by using words such as “may”, “should,” “expect,” “hope,” “anticipate,” “believe,” “intend,” “plan,” “estimate” and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities in 2012 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include, without limitation, SPH's subsidiaries need for additional financing and the terms and conditions of any financing that is consummated, customers' acceptance of its new and existing products, the risk that the Company will not be able to compete successfully, and the possible volatility of the Company's unit price and the potential fluctuation in its operating results. Although SPH believes that the expectations reflected in these forward-looking statements are reasonable and achievable, such statements involve significant risks and uncertainties and no assurance can be given that the actual results will be consistent with these forward-looking statements. Investors should read carefully the factors described in the “Risk Factors” section of the Company's filings with the SEC, including the Company's Form 10-K for the year ended December 31, 2011 for information regarding risk factors that could affect the Company's results. Except as otherwise required by federal securities laws, SPH undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
Investor contact: Steel Partners Holdings GP Inc.
James F. McCabe, Jr., Chief Financial Officer
212-520-2300