|
þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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13-3727655
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(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
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|
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590 Madison Avenue, 32nd Floor
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|
New York, New York
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10022
|
(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Trading Symbols
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Name of Each Exchange on which Registered
|
Common Units, $0 par
|
SPLP
|
New York Stock Exchange
|
6.0% Series A Preferred Units
|
SPLP-PRA
|
New York Stock Exchange
|
Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company þ
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|
Emerging growth company o
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PART I — FINANCIAL INFORMATION
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Page
|
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Item 1.
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Financial Statements (unaudited)
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Item 2.
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Item 4.
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PART II — OTHER INFORMATION
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|
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Item 1.
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||
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Item 1A.
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Item 2.
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Item 6.
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March 31, 2020
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|
December 31, 2019
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
395,822
|
|
|
$
|
139,467
|
|
Marketable securities
|
123
|
|
|
220
|
|
||
Trade and other receivables - net of allowance for doubtful accounts of $3,041 and $2,512, respectively
|
196,490
|
|
|
175,043
|
|
||
Receivables from related parties
|
2,772
|
|
|
2,221
|
|
||
Loans receivable, including loans held for sale of $68,756 and $225,013, respectively, net
|
380,909
|
|
|
546,908
|
|
||
Inventories, net
|
153,088
|
|
|
151,641
|
|
||
Prepaid expenses and other current assets
|
29,818
|
|
|
33,689
|
|
||
Assets of discontinued operations
|
—
|
|
|
41,012
|
|
||
Total current assets
|
1,159,022
|
|
|
1,090,201
|
|
||
Long-term loans receivable, net
|
189,267
|
|
|
196,145
|
|
||
Goodwill
|
151,921
|
|
|
149,626
|
|
||
Other intangible assets, net
|
153,749
|
|
|
158,593
|
|
||
Deferred tax assets
|
96,000
|
|
|
88,645
|
|
||
Other non-current assets
|
58,027
|
|
|
70,616
|
|
||
Property, plant and equipment, net
|
245,691
|
|
|
250,225
|
|
||
Operating lease right-of-use assets
|
33,487
|
|
|
34,324
|
|
||
Long-term investments
|
220,832
|
|
|
275,836
|
|
||
Assets of discontinued operations
|
—
|
|
|
18,143
|
|
||
Total Assets
|
$
|
2,307,996
|
|
|
$
|
2,332,354
|
|
LIABILITIES AND CAPITAL
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
103,462
|
|
|
$
|
85,817
|
|
Accrued liabilities
|
80,377
|
|
|
114,941
|
|
||
Deposits
|
513,457
|
|
|
615,495
|
|
||
Payables to related parties
|
1,032
|
|
|
481
|
|
||
Short-term debt
|
591
|
|
|
1,800
|
|
||
Current portion of long-term debt
|
14,135
|
|
|
14,208
|
|
||
Current portion of preferred unit liability
|
—
|
|
|
39,782
|
|
||
Other current liabilities
|
89,295
|
|
|
42,041
|
|
||
Liabilities of discontinued operations
|
—
|
|
|
21,256
|
|
||
Total current liabilities
|
802,349
|
|
|
935,821
|
|
||
Long-term deposits
|
155,434
|
|
|
139,222
|
|
||
Long-term debt
|
550,681
|
|
|
322,081
|
|
||
Preferred unit liability
|
143,347
|
|
|
144,247
|
|
||
Accrued pension liabilities
|
182,666
|
|
|
183,228
|
|
||
Deferred tax liabilities
|
3,614
|
|
|
2,497
|
|
||
Long-term operating lease liabilities
|
26,156
|
|
|
26,458
|
|
||
Other non-current liabilities
|
14,230
|
|
|
14,556
|
|
||
Liabilities of discontinued operations
|
—
|
|
|
87,825
|
|
||
Total Liabilities
|
1,878,477
|
|
|
1,855,935
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
||
Capital:
|
|
|
|
||||
Partners' capital common units: 25,013,274 and 25,023,128 issued and outstanding (after deducting 12,647,864 and 12,647,864 units held in treasury, at cost of $198,781 and $198,781), respectively
|
602,400
|
|
|
664,035
|
|
||
Accumulated other comprehensive loss
|
(176,877
|
)
|
|
(191,422
|
)
|
||
Total Partners' Capital
|
425,523
|
|
|
472,613
|
|
||
Noncontrolling interests in consolidated entities
|
3,996
|
|
|
3,806
|
|
||
Total Capital
|
429,519
|
|
|
476,419
|
|
||
Total Liabilities and Capital
|
$
|
2,307,996
|
|
|
$
|
2,332,354
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenue:
|
|
|
|
||||
Diversified industrial net sales
|
$
|
262,300
|
|
|
$
|
280,921
|
|
Energy net revenue
|
38,602
|
|
|
38,986
|
|
||
Financial services revenue
|
46,998
|
|
|
35,906
|
|
||
Total revenue
|
347,900
|
|
|
355,813
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of goods sold
|
221,079
|
|
|
238,467
|
|
||
Selling, general and administrative expenses
|
76,664
|
|
|
82,323
|
|
||
Asset impairment charges
|
617
|
|
|
—
|
|
||
Finance interest expense
|
3,434
|
|
|
3,924
|
|
||
Provision for loan losses
|
26,137
|
|
|
8,470
|
|
||
Interest expense
|
8,315
|
|
|
10,205
|
|
||
Realized and unrealized losses (gains) on securities, net
|
18,002
|
|
|
(2,109
|
)
|
||
Other (income) expense, net
|
(967
|
)
|
|
1,150
|
|
||
Total costs and expenses
|
353,281
|
|
|
342,430
|
|
||
(Loss) income from continuing operations before income taxes and equity method investments
|
(5,381
|
)
|
|
13,383
|
|
||
Income tax (benefit) provision
|
(3,429
|
)
|
|
3,002
|
|
||
Loss (income) of associated companies, net of taxes
|
34,507
|
|
|
(9,381
|
)
|
||
Net (loss) income from continuing operations
|
(36,459
|
)
|
|
19,762
|
|
||
Discontinued operations (see Note 3)
|
|
|
|
||||
Loss from discontinued operations, net of taxes
|
(2,301
|
)
|
|
(4,140
|
)
|
||
Net loss on deconsolidation of discontinued operations
|
(22,847
|
)
|
|
—
|
|
||
Loss from discontinued operations, net of taxes
|
(25,148
|
)
|
|
(4,140
|
)
|
||
Net (loss) income
|
(61,607
|
)
|
|
15,622
|
|
||
Net (income) loss attributable to noncontrolling interests in consolidated entities (continuing operations)
|
(130
|
)
|
|
56
|
|
||
Net (loss) income attributable to common unitholders
|
$
|
(61,737
|
)
|
|
$
|
15,678
|
|
Net (loss) income per common unit - basic
|
|
|
|
||||
Net (loss) income from continuing operations
|
$
|
(1.46
|
)
|
|
$
|
0.80
|
|
Net loss from discontinued operations
|
(1.01
|
)
|
|
(0.17
|
)
|
||
Net (loss) income attributable to common unitholders
|
$
|
(2.47
|
)
|
|
$
|
0.63
|
|
Net (loss) income per common unit - diluted
|
|
|
|
||||
Net (loss) income from continuing operations
|
$
|
(1.46
|
)
|
|
$
|
0.58
|
|
Net loss from discontinued operations
|
(1.01
|
)
|
|
(0.10
|
)
|
||
Net (loss) income attributable to common unitholders
|
$
|
(2.47
|
)
|
|
$
|
0.48
|
|
Weighted-average number of common units outstanding - basic
|
25,020,854
|
|
|
24,846,653
|
|
||
Weighted-average number of common units outstanding - diluted
|
25,020,854
|
|
|
39,176,909
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net (loss) income
|
$
|
(61,607
|
)
|
|
$
|
15,622
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
||||
Gross unrealized gains on derivative financial instruments
|
—
|
|
|
518
|
|
||
Currency translation adjustments
|
(2,936
|
)
|
|
1,303
|
|
||
Other comprehensive (loss) income
|
(2,936
|
)
|
|
1,821
|
|
||
Comprehensive (loss) income
|
(64,543
|
)
|
|
17,443
|
|
||
Comprehensive (income) loss attributable to noncontrolling interests
|
(130
|
)
|
|
56
|
|
||
Comprehensive (loss) income attributable to common unitholders
|
$
|
(64,673
|
)
|
|
$
|
17,499
|
|
|
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, 2019
|
37,670,992
|
|
|
(12,647,864
|
)
|
|
$
|
(198,781
|
)
|
|
$
|
664,035
|
|
|
$
|
(191,422
|
)
|
|
$
|
472,613
|
|
|
$
|
3,806
|
|
|
$
|
476,419
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,737
|
)
|
|
—
|
|
|
(61,737
|
)
|
|
130
|
|
|
(61,607
|
)
|
||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,936
|
)
|
|
(2,936
|
)
|
|
—
|
|
|
(2,936
|
)
|
||||||
Equity compensation - restricted units
|
(9,854
|
)
|
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
104
|
|
||||||
Deconsolidation of API (see Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,481
|
|
|
17,481
|
|
|
—
|
|
|
17,481
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
60
|
|
|
58
|
|
||||||
Balance as of March 31, 2020
|
37,661,138
|
|
|
(12,647,864
|
)
|
|
$
|
(198,781
|
)
|
|
$
|
602,400
|
|
|
$
|
(176,877
|
)
|
|
$
|
425,523
|
|
|
$
|
3,996
|
|
|
$
|
429,519
|
|
|
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, 2018
|
37,436,531
|
|
|
(12,142,528
|
)
|
|
$
|
(192,060
|
)
|
|
$
|
666,031
|
|
|
$
|
(177,244
|
)
|
|
$
|
488,787
|
|
|
$
|
3,721
|
|
|
$
|
492,508
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
15,678
|
|
|
—
|
|
|
15,678
|
|
|
(56
|
)
|
|
15,622
|
|
||||||
Unrealized gains on derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
518
|
|
|
518
|
|
|
—
|
|
|
518
|
|
||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,303
|
|
|
1,303
|
|
|
—
|
|
|
1,303
|
|
||||||
Equity compensation - restricted units
|
170,000
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
164
|
|
||||||
Purchases of SPLP common units
|
—
|
|
|
(505,336
|
)
|
|
(6,721
|
)
|
|
(6,721
|
)
|
|
—
|
|
|
(6,721
|
)
|
|
—
|
|
|
(6,721
|
)
|
||||||
Balance as of March 31, 2019
|
37,606,531
|
|
|
(12,647,864
|
)
|
|
$
|
(198,781
|
)
|
|
$
|
675,152
|
|
|
$
|
(175,423
|
)
|
|
$
|
499,729
|
|
|
$
|
3,665
|
|
|
$
|
503,394
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income from continuing operations
|
$
|
(36,459
|
)
|
|
$
|
19,762
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Provision for loan losses
|
26,137
|
|
|
8,470
|
|
||
Loss (income) of associated companies, net of taxes
|
34,507
|
|
|
(9,381
|
)
|
||
Realized and unrealized losses (gains) on securities, net
|
18,002
|
|
|
(2,109
|
)
|
||
Derivative gains on economic interests in loans
|
(2,980
|
)
|
|
(2,886
|
)
|
||
Deferred income taxes
|
(4,627
|
)
|
|
654
|
|
||
Depreciation and amortization
|
16,235
|
|
|
16,231
|
|
||
Non-cash lease expense
|
2,285
|
|
|
2,864
|
|
||
Equity-based compensation
|
206
|
|
|
164
|
|
||
Asset impairment charges
|
617
|
|
|
—
|
|
||
Other
|
47
|
|
|
1,554
|
|
||
Net change in operating assets and liabilities:
|
|
|
|
||||
Trade and other receivables
|
(22,247
|
)
|
|
(18,904
|
)
|
||
Inventories
|
(2,840
|
)
|
|
(6,635
|
)
|
||
Prepaid expenses and other assets
|
3,028
|
|
|
(3,525
|
)
|
||
Accounts payable, accrued and other liabilities
|
(22,122
|
)
|
|
13,364
|
|
||
Net decrease in loans held for sale
|
156,257
|
|
|
18,313
|
|
||
Net cash provided by operating activities - continuing operations
|
166,046
|
|
|
37,936
|
|
||
Net cash used in operating activities - discontinued operations
|
(1,391
|
)
|
|
(1,260
|
)
|
||
Total cash provided by operating activities
|
164,655
|
|
|
36,676
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of investments
|
(4,925
|
)
|
|
(39,354
|
)
|
||
Proceeds from sales of investments
|
1,191
|
|
|
—
|
|
||
Proceeds from maturities of investments
|
15,739
|
|
|
30,415
|
|
||
Loan originations, net of collections
|
(10,398
|
)
|
|
(61,639
|
)
|
||
Purchases of property, plant and equipment
|
(6,994
|
)
|
|
(6,657
|
)
|
||
Proceeds from sales of assets
|
452
|
|
|
100
|
|
||
Acquisitions
|
(3,500
|
)
|
|
—
|
|
||
Other
|
—
|
|
|
33
|
|
||
Net cash used in investing activities - continuing operations
|
(8,435
|
)
|
|
(77,102
|
)
|
||
Net cash used in investing activities - discontinued operations
|
—
|
|
|
(664
|
)
|
||
Net cash used in investing activities
|
(8,435
|
)
|
|
(77,766
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net revolver borrowings
|
230,300
|
|
|
5,382
|
|
||
Net (repayments) borrowings of term loans
|
(2,846
|
)
|
|
259
|
|
||
Purchases of the Company's common units
|
—
|
|
|
(6,721
|
)
|
||
Redemption of SPLP preferred units
|
(40,000
|
)
|
|
—
|
|
||
Deferred finance charges
|
(1,474
|
)
|
|
(815
|
)
|
||
Net decrease in deposits
|
(85,826
|
)
|
|
(73,302
|
)
|
||
Other
|
—
|
|
|
(5,708
|
)
|
||
Net cash provided by (used in) financing activities - continuing operations
|
100,154
|
|
|
(80,905
|
)
|
||
Net cash provided by financing activities - discontinued operations
|
—
|
|
|
240
|
|
||
Net cash provided by (used in) financing activities
|
100,154
|
|
|
(80,665
|
)
|
||
Net change for the period
|
256,374
|
|
|
(121,755
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(19
|
)
|
|
830
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
139,467
|
|
|
347,318
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
395,822
|
|
|
$
|
226,393
|
|
(a)
|
For the three months ended March 31, 2020 and 2019, foreign revenues were primarily related to the Company's Dunmore Europe GmbH business, which is domiciled in Germany.
|
|
Three Months Ended March 31, 2020
|
||
Gain upon initial deconsolidation of API
|
$
|
29,637
|
|
Loss from guarantee liability
|
(52,484
|
)
|
|
Net loss on deconsolidation of API
|
$
|
(22,847
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenue:
|
$
|
6,388
|
|
|
$
|
31,240
|
|
Costs and expenses:
|
|
|
|
||||
Cost of goods sold
|
6,085
|
|
|
28,294
|
|
||
Selling, general and administrative expenses
|
2,219
|
|
|
6,041
|
|
||
Other expenses, net
|
385
|
|
|
1,086
|
|
||
Total costs and expenses
|
8,689
|
|
|
35,421
|
|
||
Loss before income taxes
|
(2,301
|
)
|
|
(4,181
|
)
|
||
Income tax benefit
|
—
|
|
|
41
|
|
||
Net loss
|
$
|
(2,301
|
)
|
|
$
|
(4,140
|
)
|
Assets
|
December 31, 2019
|
||
Current assets:
|
|
||
Cash and cash equivalents
|
$
|
8,881
|
|
Trade and other receivables
|
13,367
|
|
|
Inventories, net
|
16,192
|
|
|
Prepaid expenses and other current assets
|
2,572
|
|
|
Total current assets
|
41,012
|
|
|
Other non-current assets
|
50
|
|
|
Property, plant and equipment, net
|
12,052
|
|
|
Operating lease right-of-use-assets
|
6,041
|
|
|
Total Assets
|
$
|
59,155
|
|
Liabilities
|
|
||
Current liabilities:
|
|
||
Accounts payable
|
$
|
14,027
|
|
Accrued liabilities
|
4,701
|
|
|
Short-term debt
|
1,397
|
|
|
Other current liabilities
|
1,131
|
|
|
Total current liabilities
|
21,256
|
|
|
Long-term debt
|
69,055
|
|
|
Deferred tax liabilities
|
1,117
|
|
|
Long-term operating lease liabilities
|
4,804
|
|
|
Accrued pension liabilities
|
12,849
|
|
|
Total Liabilities
|
$
|
109,081
|
|
|
Total
|
|
Current
|
|
Non-current
|
||||||||||||||||||||||||
|
March 31, 2020
|
|
%
|
|
December 31, 2019
|
|
%
|
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||
Loans held for sale
|
$
|
68,756
|
|
|
|
|
|
$
|
225,013
|
|
|
|
|
|
$
|
68,756
|
|
|
$
|
225,013
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate loans
|
$
|
663
|
|
|
—
|
%
|
|
$
|
659
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
663
|
|
|
659
|
|
||||
Commercial and industrial
|
273,035
|
|
|
49
|
%
|
|
251,349
|
|
|
45
|
%
|
|
258,689
|
|
|
233,510
|
|
|
14,346
|
|
|
17,839
|
|
||||||
Consumer loans
|
280,145
|
|
|
51
|
%
|
|
302,714
|
|
|
55
|
%
|
|
105,887
|
|
|
125,067
|
|
|
174,258
|
|
|
177,647
|
|
||||||
Total loans
|
553,843
|
|
|
100
|
%
|
|
554,722
|
|
|
100
|
%
|
|
364,576
|
|
|
358,577
|
|
|
189,267
|
|
|
196,145
|
|
||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Allowance for loan losses
|
(52,423
|
)
|
|
|
|
(36,682
|
)
|
|
|
|
(52,423
|
)
|
|
(36,682
|
)
|
|
—
|
|
|
—
|
|
||||||||
Total loans receivable, net
|
$
|
501,420
|
|
|
|
|
$
|
518,040
|
|
|
|
|
312,153
|
|
|
321,895
|
|
|
189,267
|
|
|
196,145
|
|
||||||
Loans receivable, including loans held for sale (a)
|
|
|
|
|
|
|
|
|
|
|
$
|
380,909
|
|
|
$
|
546,908
|
|
|
$
|
189,267
|
|
|
$
|
196,145
|
|
(a)
|
The carrying value is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Finished products
|
$
|
47,502
|
|
|
$
|
48,484
|
|
In-process
|
35,790
|
|
|
30,913
|
|
||
Raw materials
|
46,958
|
|
|
46,440
|
|
||
Fine and fabricated precious metal in various stages of completion
|
25,393
|
|
|
29,202
|
|
||
|
155,643
|
|
|
155,039
|
|
||
LIFO reserve
|
(2,555
|
)
|
|
(3,398
|
)
|
||
Total
|
$
|
153,088
|
|
|
$
|
151,641
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Supplemental inventory information:
|
|
|
|
||||
Precious metals stated at LIFO cost
|
$
|
4,954
|
|
|
$
|
15,660
|
|
Precious metals stated under non-LIFO cost methods, primarily at fair value
|
$
|
17,884
|
|
|
$
|
10,144
|
|
Market value per ounce:
|
|
|
|
||||
Silver
|
$
|
14.52
|
|
|
$
|
17.86
|
|
Gold
|
$
|
1,621.58
|
|
|
$
|
1,522.14
|
|
Palladium
|
$
|
2,283.75
|
|
|
$
|
1,935.19
|
|
|
Diversified Industrial
|
|
Energy
|
|
Financial Services
|
|
Corporate and Other
|
|
Total
|
||||||||||
Balance as of December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross goodwill
|
$
|
180,855
|
|
|
$
|
67,143
|
|
|
$
|
6,515
|
|
|
$
|
81
|
|
|
$
|
254,594
|
|
Accumulated impairments
|
(40,178
|
)
|
|
(64,790
|
)
|
|
—
|
|
|
—
|
|
|
(104,968
|
)
|
|||||
Net goodwill
|
140,677
|
|
|
2,353
|
|
|
6,515
|
|
|
81
|
|
|
149,626
|
|
|||||
Acquisitions (a)
|
2,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,300
|
|
|||||
Currency translation adjustments
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Balance as of March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross goodwill
|
183,150
|
|
|
67,143
|
|
|
6,515
|
|
|
81
|
|
|
256,889
|
|
|||||
Accumulated impairments
|
(40,178
|
)
|
|
(64,790
|
)
|
|
—
|
|
|
—
|
|
|
(104,968
|
)
|
|||||
Net goodwill
|
$
|
142,972
|
|
|
$
|
2,353
|
|
|
$
|
6,515
|
|
|
$
|
81
|
|
|
$
|
151,921
|
|
(a)
|
Related to the acquisition of Metallon. See Note 4 - "Acquisitions."
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer relationships
|
$
|
213,610
|
|
|
$
|
110,348
|
|
|
$
|
103,262
|
|
|
$
|
216,428
|
|
|
$
|
109,701
|
|
|
$
|
106,727
|
|
Trademarks, trade names and brand names
|
51,094
|
|
|
18,667
|
|
|
32,427
|
|
|
51,414
|
|
|
18,469
|
|
|
32,945
|
|
||||||
Developed technology, patents and patent applications
|
32,012
|
|
|
17,610
|
|
|
14,402
|
|
|
31,984
|
|
|
17,176
|
|
|
14,808
|
|
||||||
Other
|
18,760
|
|
|
15,102
|
|
|
3,658
|
|
|
17,963
|
|
|
13,850
|
|
|
4,113
|
|
||||||
Total
|
$
|
315,476
|
|
|
$
|
161,727
|
|
|
$
|
153,749
|
|
|
$
|
317,789
|
|
|
$
|
159,196
|
|
|
$
|
158,593
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Gross realized gains
|
$
|
—
|
|
|
$
|
—
|
|
Gross realized losses
|
(16,352
|
)
|
|
—
|
|
||
Realized losses, net
|
$
|
(16,352
|
)
|
|
$
|
—
|
|
|
Ownership %
|
|
Long-Term Investments Balance
|
|
(Income) Loss Recorded in the Consolidated Statements of Operations
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2020
|
|
December 31, 2019
|
|
2020
|
|
2019
|
||||||||||
Corporate securities (a), (d)
|
|
|
|
|
$
|
167,806
|
|
|
$
|
186,777
|
|
|
$
|
1,553
|
|
|
$
|
(1,889
|
)
|
||
Collateralized debt securities
|
|
|
|
|
787
|
|
|
855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||||
Steel Connect, Inc. ("STCN") convertible notes (b), (e)
|
|
|
|
|
8,189
|
|
|
11,839
|
|
|
$
|
3,650
|
|
|
$
|
343
|
|
||||
STCN preferred stock (c), (e)
|
|
|
|
|
23,033
|
|
|
39,178
|
|
|
$
|
16,145
|
|
|
$
|
(4,117
|
)
|
||||
Equity method investments: (e)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
STCN common stock
|
29.2
|
%
|
|
29.4
|
%
|
|
13,637
|
|
|
26,547
|
|
|
$
|
11,452
|
|
|
$
|
(4,539
|
)
|
||
Aviat Networks, Inc. ("Aviat")
|
12.4
|
%
|
|
12.4
|
%
|
|
5,697
|
|
|
9,417
|
|
|
$
|
3,720
|
|
|
$
|
(1,068
|
)
|
||
Other
|
43.8
|
%
|
|
43.8
|
%
|
|
1,683
|
|
|
1,223
|
|
|
$
|
(460
|
)
|
|
$
|
—
|
|
||
Total
|
|
|
|
|
$
|
220,832
|
|
|
$
|
275,836
|
|
|
|
|
|
|
|
(a)
|
Cost basis totaled $41,076 and $58,495 at March 31, 2020 and December 31, 2019, respectively, and gross unrealized gains totaled $126,730 and $128,282 at March 31, 2020 and December 31, 2019, respectively. Primarily includes the Company's investments in the common stock of $165,230, or 5.0%, and $1,007, or 2.1%, of Aerojet Rocketdyne Holdings, Inc. and Babcock & Wilcox Enterprises, Inc., respectively, as of March 31, 2020 and $180,357, or 5.0%, and $4,989, or 3.0%, respectively, as of December 31, 2019.
|
(b)
|
Represents investment in STCN convertible notes. The convertible notes outstanding as of December 31, 2018 matured on March 1, 2019. The Company entered into a new convertible note with STCN ("New Note") on February 28, 2019, which matures on March 1, 2024. The cost basis of the New Note totaled $14,943 as of March 31, 2020 and the gross unrealized loss was $6,754 as of March 31, 2020. The New Note is convertible into shares of STCN's common stock at an initial conversion rate of 421.2655 shares of common stock per $1,000 principal amount of the New Note (which is equivalent to an initial conversion price of approximately $2.37 per share), subject to adjustment upon the occurrence of certain events. The cost basis of the Company's investment was $14,943 as of December 31, 2019 and gross unrealized loss totaled $3,104 as of December 31, 2019. Changes in fair value are recorded in the Company's consolidated statements of operations as the Company elected the fair value option to account for this investment. The New Notes, if converted as of March 31, 2020, when combined with STCN common and preferred shares, also if converted, owned by the Company, would result in the Company having a direct interest of approximately 48.9% of STCN's outstanding shares.
|
(c)
|
Represents investment in shares of STCN preferred stock with a cost basis of $35,634. Each share of preferred stock can be converted into shares of STCN's common stock at an initial conversion price equal to $1.96 per share, subject to adjustment upon the occurrence of certain events. Changes in fair value are recorded in the Company's consolidated statements of operations as the Company elected the fair value option to account for this investment.
|
(d)
|
(Income) loss from these investments is included in Realized and unrealized losses (gains) on securities, net in the consolidated statements of operations.
|
(e)
|
(Income) loss from these investments is included in Loss (income) of associated companies, net of taxes in the consolidated statements of operations.
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net (losses) gains recognized during the period on equity securities
|
$
|
(18,002
|
)
|
|
$
|
2,109
|
|
Less: Net losses recognized during the period on equity securities sold during the period
|
(16,352
|
)
|
|
—
|
|
||
Unrealized (losses) gains recognized during the period on equity securities still held at the end of the period
|
$
|
(1,650
|
)
|
|
$
|
2,109
|
|
•
|
STCN is a supply chain business process management company serving clients in markets such as consumer electronics, communications, computing, medical devices, software and retail. STCN also owns IWCO Direct Holdings, Inc., which
|
•
|
Aviat designs, manufactures and sells a range of wireless networking solutions and services to mobile and fixed telephone service providers, private network operators, government agencies, transportation and utility companies, public safety agencies and broadcast system operators across the globe.
|
(Unaudited)
|
2020
|
|
2019
|
||||
Summary of balance sheet amounts:
|
|
|
|
||||
Current assets
|
$
|
223,534
|
|
|
$
|
213,324
|
|
Non-current assets
|
565,361
|
|
|
518,239
|
|
||
Total assets
|
$
|
788,895
|
|
|
$
|
731,563
|
|
|
|
|
|
||||
Current liabilities
|
$
|
268,113
|
|
|
$
|
256,850
|
|
Non-current liabilities
|
431,786
|
|
|
386,835
|
|
||
Total liabilities
|
699,899
|
|
|
643,685
|
|
||
Contingently redeemable preferred stock
|
35,181
|
|
|
35,186
|
|
||
Equity
|
53,815
|
|
|
52,692
|
|
||
Total liabilities and equity
|
$
|
788,895
|
|
|
$
|
731,563
|
|
|
|
|
|
||||
|
Three Months Ended
March 31, |
||||||
(Unaudited)
|
2020
|
|
2019
|
||||
Summary operating results:
|
|
|
|
||||
Net revenue
|
$
|
215,452
|
|
|
$
|
206,223
|
|
Gross profit
|
$
|
45,249
|
|
|
$
|
37,543
|
|
Net loss
|
$
|
(3,557
|
)
|
|
$
|
(11,753
|
)
|
|
March 31, 2020
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains (Losses)
|
|
Estimated Fair Value
|
|
Carrying Value
|
||||||||
Collateralized securities
|
$
|
27,025
|
|
|
$
|
(583
|
)
|
|
$
|
26,442
|
|
|
$
|
27,025
|
|
|
|
|
|
|
|
|
|
||||||||
Contractual maturities within:
|
|
|
|
|
|
|
|
||||||||
One year to five years
|
|
|
|
|
|
|
11,079
|
|
|||||||
Five years to ten years
|
|
|
|
|
|
|
14,092
|
|
|||||||
After ten years
|
|
|
|
|
|
|
1,854
|
|
|||||||
Total
|
|
|
|
|
|
|
$
|
27,025
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2019
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains (Losses)
|
|
Estimated Fair Value
|
|
Carrying Value
|
||||||||
Collateralized securities
|
$
|
37,896
|
|
|
$
|
(3
|
)
|
|
$
|
37,893
|
|
|
$
|
37,896
|
|
|
|
|
|
|
|
|
|
||||||||
Contractual maturities within:
|
|
|
|
|
|
|
|
||||||||
One year to five years
|
|
|
|
|
|
|
23,339
|
|
|||||||
Five years to ten years
|
|
|
|
|
|
|
12,373
|
|
|||||||
After ten years
|
|
|
|
|
|
|
2,184
|
|
|||||||
Total
|
|
|
|
|
|
|
$
|
37,896
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Short term debt:
|
|
|
|
||||
Foreign
|
$
|
591
|
|
|
$
|
1,800
|
|
Short-term debt
|
591
|
|
|
1,800
|
|
||
Long-term debt:
|
|
|
|
||||
Credit Agreement
|
559,352
|
|
|
330,700
|
|
||
Other debt - foreign
|
433
|
|
|
444
|
|
||
Other debt - domestic
|
5,031
|
|
|
5,145
|
|
||
Subtotal
|
564,816
|
|
|
336,289
|
|
||
Less: portion due within one year
|
14,135
|
|
|
14,208
|
|
||
Long-term debt
|
550,681
|
|
|
322,081
|
|
||
Total debt
|
$
|
565,407
|
|
|
$
|
338,089
|
|
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
Long-term debt (a)
|
|
$
|
564,816
|
|
|
$
|
11,588
|
|
|
$
|
10,305
|
|
|
$
|
542,923
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
As of March 31, 2020, long term debt of $14,135 is expected to mature over the following twelve months.
|
Commodity
|
Amount
|
|
Notional Value
|
||
Silver
|
135,354 ounces
|
|
$
|
1,955
|
|
Gold
|
1,941 ounces
|
|
$
|
3,126
|
|
Palladium
|
573 ounces
|
|
$
|
1,299
|
|
Copper
|
215,000 pounds
|
|
$
|
565
|
|
Tin
|
30 metric tons
|
|
$
|
462
|
|
|
Fair Value of Derivative Assets (Liabilities)
|
||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||||||
|
Location on Consolidated Balance Sheet
|
|
Fair Value
|
|
Location on Consolidated Balance Sheet
|
|
Fair Value
|
||||
Derivatives designated as ASC 815 hedges
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
Prepaid and other current assets
|
|
$
|
94
|
|
|
Accrued liabilities
|
|
$
|
(46
|
)
|
Derivatives not designated as ASC 815 hedges
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
Accrued liabilities
|
|
$
|
(6
|
)
|
|
Accrued liabilities
|
|
$
|
(335
|
)
|
Economic interests in loans
|
Other non-current assets
|
|
$
|
17,501
|
|
|
Other non-current assets
|
|
$
|
18,633
|
|
Derivatives Not Designated as Hedging Instruments:
|
|
Location of Gain (Loss) Recognized in Income
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||
|
Three Months Ended
March 31, |
|||||||||
|
2020
|
|
2019
|
|||||||
Commodity contracts
|
|
Other income (expense), net
|
|
$
|
(407
|
)
|
|
$
|
(56
|
)
|
Economic interests in loans
|
|
Financial services revenue
|
|
2,980
|
|
|
2,886
|
|
||
Total
|
|
|
|
$
|
2,573
|
|
|
$
|
2,830
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Interest cost
|
$
|
3,275
|
|
|
$
|
4,449
|
|
Expected return on plan assets
|
(5,574
|
)
|
|
(4,964
|
)
|
||
Amortization of actuarial loss
|
2,849
|
|
|
2,484
|
|
||
Total
|
$
|
550
|
|
|
$
|
1,969
|
|
|
Unrealized loss on available-for-sale debt securities
|
|
Unrealized (loss) gain on derivative financial instruments
|
|
Cumulative translation adjustments
|
|
Change in net pension and other benefit obligations
|
|
Total
|
||||||||||
Balance at December 31, 2019
|
$
|
(274
|
)
|
|
$
|
(14
|
)
|
|
$
|
(25,166
|
)
|
|
$
|
(165,968
|
)
|
|
$
|
(191,422
|
)
|
Net other comprehensive loss attributable to common unitholders
|
—
|
|
|
—
|
|
|
(2,936
|
)
|
|
—
|
|
|
(2,936
|
)
|
|||||
Deconsolidation of API (see Note 3)
|
—
|
|
|
14
|
|
|
10,522
|
|
|
6,945
|
|
|
17,481
|
|
|||||
Balance at March 31, 2020
|
$
|
(274
|
)
|
|
$
|
—
|
|
|
$
|
(17,580
|
)
|
|
$
|
(159,023
|
)
|
|
$
|
(176,877
|
)
|
|
Unrealized loss on available-for-sale securities
|
|
Unrealized (loss) gain on derivative financial instruments
|
|
Cumulative translation adjustments
|
|
Change in net pension and other benefit obligations
|
|
Total
|
||||||||||
Balance at December 31, 2018
|
$
|
(274
|
)
|
|
$
|
(277
|
)
|
|
$
|
(23,476
|
)
|
|
$
|
(153,217
|
)
|
|
$
|
(177,244
|
)
|
Net other comprehensive income attributable to common unitholders
|
—
|
|
|
518
|
|
|
1,303
|
|
|
—
|
|
|
1,821
|
|
|||||
Balance at March 31, 2019
|
$
|
(274
|
)
|
|
$
|
241
|
|
|
$
|
(22,173
|
)
|
|
$
|
(153,217
|
)
|
|
$
|
(175,423
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net (loss) income from continuing operations
|
$
|
(36,459
|
)
|
|
$
|
19,762
|
|
Net (income) loss attributable to noncontrolling interests in consolidated entities (continuing operations)
|
(130
|
)
|
|
56
|
|
||
Net (loss) income from continuing operations attributable to common unitholders
|
(36,589
|
)
|
|
19,818
|
|
||
Net loss from discontinued operations attributable to common unitholders
|
(25,148
|
)
|
|
(4,140
|
)
|
||
Net (loss) income attributable to common unitholders
|
(61,737
|
)
|
|
15,678
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Interest expense from SPLP Preferred Units (a), (b)
|
—
|
|
|
2,973
|
|
||
Net (loss) income attributable to common unitholders – assuming dilution
|
$
|
(61,737
|
)
|
|
$
|
18,651
|
|
Net (loss) income per common unit – basic
|
|
|
|
||||
Net (loss) income from continuing operations
|
$
|
(1.46
|
)
|
|
$
|
0.80
|
|
Net loss from discontinued operations
|
(1.01
|
)
|
|
(0.17
|
)
|
||
Net (loss) income attributable to common unitholders
|
$
|
(2.47
|
)
|
|
$
|
0.63
|
|
Net (loss) income per common unit – diluted
|
|
|
|
||||
Net (loss) income attributable to common unitholders
|
$
|
(1.46
|
)
|
|
$
|
0.58
|
|
Net loss from discontinued operations
|
(1.01
|
)
|
|
(0.10
|
)
|
||
Net (loss) income attributable to common unitholders
|
$
|
(2.47
|
)
|
|
$
|
0.48
|
|
Denominator for net (loss) income per common unit – basic
|
25,020,854
|
|
|
24,846,653
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Unvested restricted common units
|
—
|
|
|
379
|
|
||
SPLP Preferred Units (a)
|
—
|
|
|
14,329,877
|
|
||
Denominator for net (loss) income per common unit – diluted (a), (b)
|
25,020,854
|
|
|
39,176,909
|
|
(a)
|
Assumes the SPLP Preferred Units were redeemed in common units as described in Note 12 - "Capital and Accumulated Other Comprehensive Loss."
|
(b)
|
For the three months ended March 31, 2020, the diluted per unit calculation does not include 32,104,497 of SPLP Preferred Units and 32,933 of unvested restricted common units, since the impact would have been anti-dilutive.
|
March 31, 2020
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities (a)
|
$
|
105
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
123
|
|
Long-term investments (a)
|
186,451
|
|
|
—
|
|
|
34,381
|
|
|
220,832
|
|
||||
Precious metal and commodity inventories recorded at fair value
|
19,540
|
|
|
—
|
|
|
—
|
|
|
19,540
|
|
||||
Economic interests in loans
|
—
|
|
|
—
|
|
|
17,501
|
|
|
17,501
|
|
||||
Commodity contracts on precious metal and commodity inventories
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
||||
Warrants
|
—
|
|
|
—
|
|
|
2,086
|
|
|
2,086
|
|
||||
Total
|
$
|
206,096
|
|
|
$
|
112
|
|
|
$
|
53,968
|
|
|
$
|
260,176
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts on precious metal and commodity inventories
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Other precious metal liabilities
|
16,270
|
|
|
—
|
|
|
—
|
|
|
16,270
|
|
||||
Total
|
$
|
16,270
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
16,276
|
|
December 31, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities (a)
|
$
|
170
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
220
|
|
Long-term investments (a)
|
222,178
|
|
|
—
|
|
|
53,658
|
|
|
275,836
|
|
||||
Precious metal and commodity inventories recorded at fair value
|
11,377
|
|
|
—
|
|
|
—
|
|
|
11,377
|
|
||||
Economic interests in loans
|
—
|
|
|
—
|
|
|
18,633
|
|
|
18,633
|
|
||||
Warrants
|
—
|
|
|
—
|
|
|
2,086
|
|
|
2,086
|
|
||||
Total
|
$
|
233,725
|
|
|
$
|
50
|
|
|
$
|
74,377
|
|
|
$
|
308,152
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts on precious metal and commodity inventories
|
$
|
—
|
|
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
381
|
|
Other precious metal liabilities
|
11,481
|
|
|
—
|
|
|
—
|
|
|
11,481
|
|
||||
Total
|
$
|
11,481
|
|
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
11,862
|
|
(a)
|
For additional detail of the marketable securities and long-term investments see Note 8 - "Investments."
|
|
Investments in Associated Companies (a)
|
|
Marketable Securities and Other (b)
|
|
Total
|
||||||
Balance as of December 31, 2019
|
$
|
52,240
|
|
|
$
|
22,137
|
|
|
$
|
74,377
|
|
Purchases
|
—
|
|
|
126
|
|
|
126
|
|
|||
Sales and cash collections
|
—
|
|
|
(4,180
|
)
|
|
(4,180
|
)
|
|||
Realized gains
|
—
|
|
|
2,980
|
|
|
2,980
|
|
|||
Unrealized gains
|
460
|
|
|
—
|
|
|
460
|
|
|||
Unrealized losses
|
(19,795
|
)
|
|
—
|
|
|
(19,795
|
)
|
|||
Balance as of March 31, 2020
|
$
|
32,905
|
|
|
$
|
21,063
|
|
|
$
|
53,968
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2018
|
$
|
40,643
|
|
|
$
|
21,274
|
|
|
$
|
61,917
|
|
Purchases
|
14,943
|
|
|
—
|
|
|
14,943
|
|
|||
Sales and cash collections
|
—
|
|
|
(3,846
|
)
|
|
(3,846
|
)
|
|||
Realized gains
|
—
|
|
|
2,886
|
|
|
2,886
|
|
|||
Unrealized gains
|
3,774
|
|
|
—
|
|
|
3,774
|
|
|||
Balance as of March 31, 2019
|
$
|
59,360
|
|
|
$
|
20,314
|
|
|
$
|
79,674
|
|
(a)
|
Unrealized gains and losses are recorded in Loss (income) of associated companies, net of taxes in the Company's consolidated statements of operations.
|
(b)
|
Realized and unrealized gains and losses are recorded in Realized and unrealized losses (gains) on securities, net or Financial services revenue in the Company's consolidated statements of operations.
|
•
|
3.5% of the sum of net income of WebBank for each fiscal year from January 1, 2018 to December 31, 2020 (or for such shorter term ending (i) upon a separation of Mr. Howard's service without cause, (ii) upon Mr. Howard's death or disability, or (iii) upon a change of control or related corporate transaction (as defined in the LTIP Agreement); or
|
•
|
in the event of an underwritten initial public offering (an "IPO") or a change of control prior to January 1, 2021 and subject to Mr. Howard's continued service on the date thereof, 3.5% of the difference between the fair market value of WebBank's outstanding common stock based on the IPO offering price or the value of the consideration paid in the change of control, respectively, and a base amount to be determined by the board of directors of WebFinancial Holding Corporation, WebBank's parent, adjusted for certain dividend payments and changes to capital.
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenue:
|
|
|
|
||||
Diversified industrial net sales
|
$
|
262,300
|
|
|
$
|
280,921
|
|
Energy net revenue
|
38,602
|
|
|
38,986
|
|
||
Financial services revenue
|
46,998
|
|
|
35,906
|
|
||
Total revenue
|
$
|
347,900
|
|
|
$
|
355,813
|
|
Income (loss) from continuing operations before interest expense and income taxes:
|
|
|
|
||||
Diversified industrial
|
$
|
14,874
|
|
|
$
|
15,045
|
|
Energy
|
202
|
|
|
(1,755
|
)
|
||
Financial services
|
4,006
|
|
|
13,232
|
|
||
Corporate and other
|
(50,655
|
)
|
|
6,447
|
|
||
(Loss) income from continuing operations before interest expense and income taxes
|
(31,573
|
)
|
|
32,969
|
|
||
Interest expense
|
8,315
|
|
|
10,205
|
|
||
Income tax (benefit) provision
|
(3,429
|
)
|
|
3,002
|
|
||
Net (loss) income from continuing operations
|
$
|
(36,459
|
)
|
|
$
|
19,762
|
|
Loss (income) of associated companies, net of taxes:
|
|
|
|
||||
Corporate and other
|
$
|
34,507
|
|
|
$
|
(9,381
|
)
|
Total
|
$
|
34,507
|
|
|
$
|
(9,381
|
)
|
Segment depreciation and amortization:
|
|
|
|
||||
Diversified industrial
|
$
|
12,267
|
|
|
$
|
11,654
|
|
Energy
|
3,756
|
|
|
4,445
|
|
||
Financial services
|
171
|
|
|
98
|
|
||
Corporate and other
|
41
|
|
|
34
|
|
||
Total depreciation and amortization
|
$
|
16,235
|
|
|
$
|
16,231
|
|
|
|
|
|
|
|
Amount of Capital Required
|
||||||||||||||||||||||
|
|
Actual
|
|
For Capital
Adequacy Purposes
|
|
Minimum Capital Adequacy With
Capital Buffer
|
|
To Be Well Capitalized Under
Prompt Corrective Provisions
|
||||||||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
|
$
|
175,294
|
|
|
23.90
|
%
|
|
$
|
58,790
|
|
|
8.00
|
%
|
|
$
|
77,162
|
|
|
10.50
|
%
|
|
$
|
73,488
|
|
|
10.00
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
|
$
|
165,575
|
|
|
22.50
|
%
|
|
$
|
44,093
|
|
|
6.00
|
%
|
|
$
|
62,465
|
|
|
8.50
|
%
|
|
$
|
58,790
|
|
|
8.00
|
%
|
Common Equity Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
|
$
|
165,575
|
|
|
22.50
|
%
|
|
$
|
33,070
|
|
|
4.50
|
%
|
|
$
|
51,442
|
|
|
7.00
|
%
|
|
$
|
47,767
|
|
|
6.50
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to average assets)
|
|
$
|
165,575
|
|
|
18.00
|
%
|
|
$
|
36,802
|
|
|
4.00
|
%
|
|
n/a
|
|
|
n/a
|
|
|
$
|
46,002
|
|
|
5.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
|
$
|
178,930
|
|
|
19.50
|
%
|
|
$
|
73,525
|
|
|
8.00
|
%
|
|
$
|
96,502
|
|
|
10.50
|
%
|
|
$
|
91,907
|
|
|
10.00
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
|
$
|
167,131
|
|
|
18.20
|
%
|
|
$
|
55,144
|
|
|
6.00
|
%
|
|
$
|
78,121
|
|
|
8.50
|
%
|
|
$
|
73,525
|
|
|
8.00
|
%
|
Common Equity Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
|
$
|
167,131
|
|
|
18.20
|
%
|
|
$
|
41,358
|
|
|
4.50
|
%
|
|
$
|
64,335
|
|
|
7.00
|
%
|
|
$
|
59,739
|
|
|
6.50
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to average assets)
|
|
$
|
167,131
|
|
|
18.30
|
%
|
|
$
|
36,489
|
|
|
4.00
|
%
|
|
n/a
|
|
|
n/a
|
|
|
$
|
45,611
|
|
|
5.00
|
%
|
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash and cash equivalents
|
$
|
395,822
|
|
|
$
|
212,340
|
|
Restricted cash
|
—
|
|
|
14,053
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
395,822
|
|
|
$
|
226,393
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
10,237
|
|
|
$
|
11,594
|
|
Taxes
|
$
|
22,975
|
|
|
$
|
1,234
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenue
|
$
|
347,900
|
|
|
$
|
355,813
|
|
Cost of goods sold
|
221,079
|
|
|
238,467
|
|
||
Selling, general and administrative expenses
|
76,664
|
|
|
82,323
|
|
||
Asset impairment charges
|
617
|
|
|
—
|
|
||
Interest expense
|
8,315
|
|
|
10,205
|
|
||
Realized and unrealized losses (gains) on securities, net
|
18,002
|
|
|
(2,109
|
)
|
||
All other expenses, net
|
28,604
|
|
|
13,544
|
|
||
Total costs and expenses
|
353,281
|
|
|
342,430
|
|
||
(Loss) income from continuing operations before income taxes and equity method investments
|
(5,381
|
)
|
|
13,383
|
|
||
Income tax (benefit) provision
|
(3,429
|
)
|
|
3,002
|
|
||
Loss (income) of associated companies, net of taxes
|
34,507
|
|
|
(9,381
|
)
|
||
Net (loss) income from continuing operations
|
$
|
(36,459
|
)
|
|
$
|
19,762
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenue:
|
|
|
|
||||
Diversified industrial net sales
|
$
|
262,300
|
|
|
$
|
280,921
|
|
Energy net revenue
|
38,602
|
|
|
38,986
|
|
||
Financial services revenue
|
46,998
|
|
|
35,906
|
|
||
Total revenue
|
$
|
347,900
|
|
|
$
|
355,813
|
|
Income (loss) from continuing operations before interest expense and income taxes:
|
|
|
|
||||
Diversified industrial
|
$
|
14,874
|
|
|
$
|
15,045
|
|
Energy
|
202
|
|
|
(1,755
|
)
|
||
Financial services
|
4,006
|
|
|
13,232
|
|
||
Corporate and other
|
(50,655
|
)
|
|
6,447
|
|
||
(Loss) income from continuing operations before interest expense and income taxes
|
(31,573
|
)
|
|
32,969
|
|
||
Interest expense
|
8,315
|
|
|
10,205
|
|
||
Income tax (benefit) provision
|
(3,429
|
)
|
|
3,002
|
|
||
Net (loss) income from continuing operations
|
$
|
(36,459
|
)
|
|
$
|
19,762
|
|
Loss (income) of associated companies, net of taxes:
|
|
|
|
||||
Corporate and other
|
$
|
34,507
|
|
|
$
|
(9,381
|
)
|
Total
|
$
|
34,507
|
|
|
$
|
(9,381
|
)
|
Segment depreciation and amortization:
|
|
|
|
||||
Diversified industrial
|
$
|
12,267
|
|
|
$
|
11,654
|
|
Energy
|
3,756
|
|
|
4,445
|
|
||
Financial services
|
171
|
|
|
98
|
|
||
Corporate and other
|
41
|
|
|
34
|
|
||
Total depreciation and amortization
|
$
|
16,235
|
|
|
$
|
16,231
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net cash provided by operating activities
|
$
|
166,046
|
|
|
$
|
37,936
|
|
Net cash used in investing activities
|
(8,435
|
)
|
|
(77,102
|
)
|
||
Net cash (used in) provided by financing activities
|
100,154
|
|
|
(80,905
|
)
|
||
Net change for the period
|
$
|
257,765
|
|
|
$
|
(120,071
|
)
|
•
|
continue to impact customer demand of our businesses' products;
|
•
|
cause disruptions in or closures of the Company's manufacturing operations or those of its customers and suppliers;
|
•
|
cause the Company to experience an increase in costs as a result of the Company's emergency measures, delayed payments from customers and uncollectable accounts;
|
•
|
cause delays and disruptions in the supply chain resulting in disruptions in the commercial operation of our businesses;
|
•
|
cause limitations on the Company's employees' ability to work and travel;
|
•
|
impact availability of qualified personnel;
|
•
|
increase cybersecurity risks as remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic; and
|
•
|
cause other unpredictable events.
|
Exhibit No.
|
|
Description
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Exhibit 101.INS
|
|
XBRL Instance Document
|
|
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
Dated:
|
May 7, 2020
|
STEEL PARTNERS HOLDINGS L.P.
|
|
|
|
|
|
|
|
By:
|
Steel Partners Holdings GP Inc.
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Douglas B. Woodworth
|
|
|
|
Douglas B. Woodworth
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Accounting Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 of Steel Partners Holdings L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date:
|
|
|
|
|
May 7, 2020
|
|
|
|
/s/ Warren G. Lichtenstein
|
|
|
|
|
Warren G. Lichtenstein
Executive Chairman
of Steel Partners Holdings GP Inc.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 of Steel Partners Holdings L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date:
|
|
|
|
|
May 7, 2020
|
|
|
|
/s/ Douglas B. Woodworth
|
|
|
|
|
Douglas B. Woodworth
Chief Financial Officer
of Steel Partners Holdings GP Inc.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
|
|
|
|
May 7, 2020
|
|
|
|
/s/ Warren G. Lichtenstein
|
|
|
|
|
Warren G. Lichtenstein
Executive Chairman
of Steel Partners Holdings GP Inc.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
|
|
|
|
May 7, 2020
|
|
|
|
/s/ Douglas B. Woodworth
|
|
|
|
|
Douglas B. Woodworth
Chief Financial Officer
of Steel Partners Holdings GP Inc.
|