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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): November 5, 2015
 
STEEL PARTNERS HOLDINGS L.P.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-35493
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)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o 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 November 5, 2015, Steel Partners Holdings L.P., a Delaware corporation (the “Company”), issued a press release regarding its financial results for the quarter ended September 30, 2015. 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 November 5, 2015.





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.
 
November 5, 2015
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 November 5, 2015.



Exhibit


EXHIBIT 99.1                                    
        
                            

PRESS RELEASE                          Source: Steel Partners Holdings L.P.



Steel Partners Holdings L.P. Reports Third Quarter 2015 Financial Results

NEW YORK, November 5, 2015 -- Steel Partners Holdings L.P. (NYSE: SPLP) (“SPLP” or the “Company”), a global diversified holding company, today announced operating results for the third quarter ended September 30, 2015. They are summarized in the following paragraph. For a full discussion of the operating results, please read the Company's Form 10-Q, which can be found at www.steelpartners.com.

SPLP reported revenues of $276.4 million for the quarter, as compared to $234.5 million for the same period of 2014. Income before taxes and equity method investments was $20.1 million in the third quarter of 2015, as compared to $25.5 million in the same period of 2014. Net loss attributable to the Company's common unitholders for the third quarter of 2015 was $12.1 million, or $0.44 per diluted common unit, as compared to net income of $14.0 million, or $0.50 per diluted common unit, for the same period in 2014.

For the nine months ended September 30, 2015, revenues were $742.6 million as compared to $650.4 million for the same period in 2014. Income before taxes and equity method investments was $51.6 million million in the first nine months of 2015, as compared to $55.3 million in the same period of 2014. Net income attributable to the Company's common unitholders for the first nine months of 2015 was $76.9 million, or $2.78 per diluted common unit, as compared to $11.1 million, or $0.38 per diluted common unit, for the same period in 2014.

Financial Summary ($000s)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenues
$
276,390

 
$
234,523

 
$
742,625

 
$
650,383

Costs and Expenses
256,257

 
209,051

 
691,027

 
595,036

Income before taxes and equity method investments
20,133

 
25,472

 
51,598

 
55,347

Income tax provision
13,125

 
10,207

 
24,705

 
19,118

(Loss) Income of associated companies, net of taxes
(21,066
)
 
12,655

 
(17,237
)
 
(3,328
)
Income from other investments - related party
—

 
613

 
361

 
2,086

(Loss) Income from investments held at fair value
(734
)
 
(9,988
)
 
3,152

 
(13,226
)
Net (loss) income from continuing operations
(14,792
)
 
18,545

 
13,169

 
21,761

Income from discontinued operations
195

 
2,245

 
87,018

 
8,680

Net (loss) income
(14,597
)
 
20,790

 
100,187

 
30,441

Loss (Income) attributable to noncontrolling interests
2,454

 
(6,763
)
 
(23,320
)
 
(19,325
)
Net (loss) income attributable to common unit holders
$
(12,143
)
 
$
14,027

 
$
76,867

 
$
11,116

 
 
 
 
 
 
 
 
Net (loss) income per common unit - basic
$
(0.44
)
 
$
0.50

 
$
2.79

 
$
0.38

Net (loss) income per common unit - diluted
$
(0.44
)
 
$
0.50

 
$
2.78

 
$
0.38










Segment Results ($000s)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenue:
 
 
 
 
 
 
 
Diversified industrial
$
224,635

 
$
164,524

 
$
555,888

 
$
468,557

Energy
33,480

 
58,583

 
107,975

 
155,666

Financial services
18,226

 
9,309

 
45,886

 
24,298

Corporate
49

 
2,107

 
32,876

 
1,862

Total
$
276,390

 
$
234,523

 
$
742,625

 
$
650,383

Income (loss) from continuing operations before income taxes:
 
 
 
 
 
 
 
Diversified industrial
$
10,424

 
$
37,292

 
$
35,846

 
$
62,281

Energy
(11,171
)
 
1,497

 
(34,184
)
 
14,073

Financial services
12,716

 
6,016

 
30,539

 
15,266

Corporate
(13,636
)
 
(16,053
)
 
5,673

 
(50,741
)
(Loss) Income from continuing operations before income taxes
(1,667
)
 
28,752

 
37,874

 
40,879

Income tax provision
13,125

 
10,207

 
24,705

 
19,118

Net (loss) income from continuing operations
$
(14,792
)
 
$
18,545

 
$
13,169

 
$
21,761

(Loss) Income from equity method investments:
 
 
 
 
 
 
 
Diversified industrial
$
(4,184
)
 
$
20,226

 
$
857

 
$
25,630

Energy
(8,153
)
 
(4,843
)
 
(4,818
)
 
(3,402
)
Corporate
(8,729
)
 
(2,115
)
 
(12,915
)
 
(23,470
)
Total
$
(21,066
)
 
$
13,268

 
$
(16,876
)
 
$
(1,242
)

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 and youth sports.
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 2015 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, 2014 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.
James F. McCabe, Jr., Chief Financial Officer
212-520-2300
jmccabe@steelpartners.com