View:
Download DOC
Download PDF
Download XLS
SPH Earnings Release 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): March 21, 2013
 
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
10022
(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))



























Item 2.02 Results of Operations and Financial Condition.

On March 21, 2013, Steel Partners Holdings L.P., a Delaware corporation (the “Company”), issued a press release regarding its financial results for the quarter and year ended December 31, 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 March 21, 2013.
 

 
 

 

















































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.
 
March 21, 2013
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
 
 


























































Exhibits
 
 

 
Exhibit No.
Exhibits
99.1
Press Release issued March 21, 2013.

 



SPH Q4 2012 Earnings Release


EXHIBIT 99.1                                        
        

PRESS RELEASE                          Source: Steel Partners Holdings L.P.

Steel Partners Holdings L.P. Reports Fourth Quarter and Year End 2012 Financial Results

NEW YORK, March 21, 2013 -- Steel Partners Holdings L.P. (NYSE: SPLP) (“SPLP” or the “Company”), a global, diversified holding company, today announced operating results for the fourth quarter and year ended December 31, 2012. They are summarized in the following paragraphs. For a full discussion of the operating results, please read the Company's Form 10-K, which can be found at www.steelpartners.com.

SPLP reported revenue of $174.9 million for the quarter, as compared to $156.4 million for the same period of 2011. Income before taxes and equity method investments was $8.8 million in the fourth quarter of 2012, as compared to $6.0 million in 2011. Net income attributable to the Company's common unitholders for the fourth quarter of 2012 was $1.8 million, or $0.06 per diluted common unit, as compared to $22.8 million, or $0.81 per diluted common unit, for the same period in 2011. In the fourth quarter of 2011, the Company recorded a tax benefit of $63,865, of which $35,426 attributable to common unitholders, or $1.22 per diluted common unit, relating to the release of valuation reserves on deferred tax assets.

For the year ended December 31, 2012 SPLP reported revenues of $761.5 million, as compared to $679.4 million in 2011. Income before taxes and equity method investments was $46.1 million for the year, as compared to $43.0 million in 2011. Net income attributable to the Company's common unitholders for the year was $41.0 million, or $1.38 per diluted common unit, as compared to $35.5 million, or $0.99 per diluted common unit, for 2011.

Financial Summary ($000s)

 
Three Months Ended
 
Year Ended
 
 December 31,
 
 December 31,
 
2012
 
2011
 
2012
 
2011
Revenues
$
174,893

 
$
156,448

 
$
761,454

 
$
679,384

Costs and Expenses
166,068

 
150,467

 
715,319

 
636,365

Income before taxes and equity method investments
8,825

 
5,981

 
46,135

 
43,019

Income tax (benefit) provision
(2,727
)
 
(62,929
)
 
17,647

 
(65,119
)
(Loss) Income of associated companies, net of taxes
(11,179
)
 
(13,909
)
 
14,204

 
(13,823
)
Income (Loss) from other investments - related party
94

 
(3,889
)
 
(8,329
)
 
(15,743
)
Income (loss) from investments held at fair value
6,101

 
1,892

 
18,967

 
(183
)
Net income from continuing operations
6,568

 
53,004

 
53,330

 
78,389

Income (Loss) from discontinued operations
4,992

 
(520
)
 
10,435

 
2,888

Net income
11,560

 
52,484

 
63,765

 
81,277

Income attributable to noncontrolling interests
(9,762
)
 
(29,714
)
 
(22,747
)
 
(45,808
)
Net income attributable to common unit holders
$
1,798

 
$
22,770

 
$
41,018

 
$
35,469

 
 
 
 
 
 
 
 
Net income per common unit - basic
$
0.06

 
$
0.92

 
$
1.38

 
$
1.41

Net income per common unit - diluted
$
0.06

 
$
0.81

 
$
1.38

 
$
0.99












Segment Results ($000s)
 
Three Months Ended
 
Year Ended
 
 December 31,
 
 December 31,
 
2012
 
2011
 
2012
 
2011
Revenue:
 
 
 
 
 
 
 
Diversified industrial
$
138,067

 
$
137,895

 
$
629,396

 
$
634,964

Energy
26,915

 
9,686

 
92,834

 
32,984

Financial services
7,636

 
4,722

 
21,155

 
14,921

Corporate
2,275

 
4,145

 
18,069

 
(3,485
)
Total
$
174,893

 
$
156,448

 
$
761,454

 
$
679,384

Income (loss) from continuing operations before income taxes:
 
 
 
 
 
 
 
Diversified industrial
$
8,316

 
$
2,019

 
$
41,610

 
$
46,568

Energy
1,564

 
1,969

 
25,034

 
6,558

Financial services
5,318

 
1,733

 
12,913

 
6,165

Corporate
(11,357
)
 
(15,646
)
 
(8,580
)
 
(46,021
)
Income (loss) from continuing operations before income taxes
3,841

 
(9,925
)
 
70,977

 
13,270

Income tax (benefit) provision
(2,727
)
 
(62,929
)
 
17,647

 
(65,119
)
Net income from continuing operations
$
6,568

 
$
53,004

 
$
53,330

 
$
78,389

Income (loss) from equity method investments:
 
 
 
 
 
 
 
Diversified industrial
$
3,094

 
$
(1,929
)
 
$
1,796

 
$
8,712

Energy
—

 
—

 
13,139

 
—

Corporate
(14,179
)
 
(15,869
)
 
(9,060
)
 
(38,278
)
Total
$
(11,085
)
 
$
(17,798
)
 
$
5,875

 
$
(29,566
)

About Steel Partners Holdings L.P.
Steel Partners Holdings L.P. is a global diversified holding company that engages in multiple businesses through consolidated subsidiaries, associated companies and other interests.  It owns and operates businesses and has significant interests in leading companies in various industries, including diversified industrial products, energy, defense, supply chain management and logistics, banking, food products and services, oilfield services, sports, training, education, and the entertainment and lifestyle industries.
Forward-Looking Statements
This press release may contain 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 SPLP's current expectations and projections about its future results, performance, prospects and opportunities. 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 2013 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include, without limitation, SPLP's subsidiaries need for additional financing and the terms and conditions of any financing that is consummated, their customers' acceptance of its new and existing products, the risk that the Company and its subsidiaries 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 SPLP believes that the expectations reflected in its forward-looking statements are reasonable and achievable, any such statements involve significant risks and uncertainties and no assurance can be given that the actual results will be consistent with the 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, 2012 for information regarding risk factors that could affect the Company's results. Except as otherwise required by federal securities laws, SPLP 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.
Michael McNamara, Director of Public and Investor Relations
212-520-2356
mmcnamara@steelpartners.com