STEEL PARTNERS HOLDINGS L.P. [SPLP] Filings

10-Q 1 splp-20230930.htm 10-Q splp-20230930

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 September 30, 2023


☐			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

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 November 1, 2023 was 21,308,375 .

STEEL PARTNERS HOLDINGS L.P.

TABLE OF CONTENTS


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

	Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	2

	Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022	3

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022	4

	Consolidated Statements of Changes in Capital for the three and nine months ended September 30, 2023 and 2022	5

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	7

	Notes to Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	46

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 6.	Exhibits	50

SIGNATURES		51

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except common units)



	September 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	562,149	$	234,448


Trade and other receivables - net of allowance for doubtful accounts of $2,325 and $2,414, respectively	234,080		183,861

Loans receivable, including loans held for sale of $776,060 and $602,675, respectively, net	1,443,166		1,131,745
Inventories, net	214,846		214,084
Prepaid expenses and other current assets	43,618		41,090

Total current assets	2,497,859		1,805,228
Long-term loans receivable, net	475,159		423,248
Goodwill	148,629		125,813
Other intangible assets, net	118,346		94,783

Other non-current assets	348,678		195,859
Property, plant and equipment, net	249,269		238,510
Operating lease right-of-use assets	73,916		42,711
Long-term investments	39,373		309,697
Total Assets	$	3,951,229	$	3,235,849
LIABILITIES AND CAPITAL
Current liabilities:
Accounts payable	$	131,886	$	109,572
Accrued liabilities	137,979		112,744

Deposits	1,722,254		1,360,477

Short-term debt	195		685
Current portion of long-term debt	67		67

Other current liabilities	95,435		65,598

Total current liabilities	2,087,816		1,649,143
Long-term deposits	377,232		208,004
Long-term debt	186,922		179,572
Other borrowings	20,309		41,682
Preferred unit liability	154,250		152,247
Accrued pension liabilities	83,694		84,948
Deferred tax liabilities	5,973		41,055
Long-term operating lease liabilities	60,185		35,512
Other non-current liabilities	39,876		42,226
Total Liabilities	3,016,257		2,434,389
Commitments and Contingencies
Capital:
Partners' capital common units: 21,304,915 and 21,605,093 issued and outstanding (after deducting 18,359,295 and 17,904,679 units held in treasury, at cost of $328,985 and $309,257), respectively	1,038,447		952,094
Accumulated other comprehensive loss	(152,911)		(151,874)
Total Partners' Capital	885,536		800,220
Noncontrolling interests in consolidated entities	49,436		1,240
Total Capital	934,972		801,460
Total Liabilities and Capital	$	3,951,229	$	3,235,849

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue:
Diversified Industrial net sales	$	299,098	$	312,200	$	918,570	$	986,113
Energy net revenue	46,742		51,409		145,220		136,750
Financial Services revenue	106,405		62,064		304,570		149,963
Supply Chain revenue	40,009		—		70,190		—
Total revenue	492,254		425,673		1,438,550		1,272,826
Costs and expenses:
Cost of goods sold	283,285		273,657		833,977		830,640
Selling, general and administrative expenses	124,934		93,634		376,252		280,599

Asset impairment charges	—		2,449		329		2,884
Finance interest expense	22,371		4,770		54,494		7,606
Provision for credit losses	36,969		6,593		47,979		11,758
Interest expense	4,115		5,110		15,934		14,452

Gains from sales of businesses	—		(295)		—		(85,480)
Realized and unrealized (gains) losses on securities, net	(8,665)		(3,641)		(6,151)		22,570
Other income, net	(801)		(1,627)		(5,806)		(3,308)
Total costs and expenses	462,208		380,650		1,317,008		1,081,721
Income from operations before income taxes and equity method investments	30,046		45,023		121,542		191,105
Income tax (benefit) provision	(981)		9,211		(1,707)		56,256
Loss (income) of associated companies, net of taxes	3,140		(616)		11,944		1,767





Net income	27,887		36,428		111,305		133,082
Net (income) loss attributable to noncontrolling interests in consolidated entities	(2,315)		(111)		(1,737)		(122)
Net income attributable to common unitholders	$	25,572	$	36,317	$	109,568	$	132,960
Net income per common unit - basic


Net income attributable to common unitholders	$	1.20	$	1.57	$	5.10	$	5.85
Net income per common unit - diluted


Net income attributable to common unitholders	$	1.14	$	1.45	$	4.68	$	5.26
Weighted-average number of common units outstanding - basic	21,298,871		23,147,644		21,495,689		22,737,902
Weighted-average number of common units outstanding - diluted	25,081,210		27,245,770		25,360,324		27,038,551

See accompanying Notes to Consolidated Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Statements of Comprehensive Income

(Unaudited)

(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	27,887	$	36,428	$	111,305	$	133,082
Other comprehensive (loss) income, net of taxes:



Currency translation adjustments	(1,991)		(2,178)		(1,073)		(4,831)
Changes in pension liabilities and other post-retirement benefit obligations	36		—		36		—
Other comprehensive (loss) income	(1,955)		(2,178)		(1,037)		(4,831)
Comprehensive income	25,932		34,250		110,268		128,251
Comprehensive (income) loss attributable to noncontrolling interests	(2,315)		(111)		(1,737)		(122)
Comprehensive income attributable to common unitholders	$	23,617	$	34,139	$	108,531	$	128,129

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, 2022	39,509,772	(17,904,679)	$	(309,257)	$	952,094	$	(151,874)	$	800,220	$	1,240	$	801,460
Cumulative effect of change in accounting principle for current expected credit losses, net of tax	—	—	—		(3,862)		—		(3,862)		—		(3,862)
Net income (loss)	—	—	—		24,846		—		24,846		(43)		24,803
Currency translation adjustments	—	—	—		—		1,093		1,093		—		1,093
Equity compensation - restricted units	146,414	—	—		(11)		—		(11)		—		(11)
Tax withholding related to vesting of restricted units	(8,972)	—	—		(333)		—		(333)		—		(333)
Purchases of SPLP common units	—	(75,504)	(3,248)		(3,248)		—		(3,248)		—		(3,248)

Other, net	—	—	—		(61)		—		(61)		—		(61)
Balance as of March 31, 2023	39,647,214	(17,980,183)	(312,505)		969,425		(150,781)		818,644		1,197		819,841
Net income	—	—	—		59,150		—		59,150		(535)		58,615

Currency translation adjustments	—	—	—		—		(175)		(175)		—		(175)
Equity compensation - restricted units	17,174	—	—		419		—		419		—		419
Tax withholding related to vesting of restricted units	(2,462)	—	—		(100)		—		(100)		—		(100)
Purchases of SPLP common units	—	(267,994)	(11,588)		(11,588)		—		(11,588)		—		(11,588)
Noncontrolling interests assumed upon consolidation of Steel Connect (Note 3)	—	—	—		—		—		—		48,900		48,900
Other, net	—	—	—		(30)		—		(30)		—		(30)
Balance as of June 30, 2023	39,661,926	(18,248,177)	(324,093)		1,017,276		(150,956)		866,320		49,562		915,882
Net income	—	—	—		25,572		—		25,572		2,315		27,887
Currency translation adjustments	—	—	—		—		(1,991)		(1,991)		—		(1,991)
Changes in pension liabilities and post-retirement benefit obligations	—	—	—		—		36		36		—		36
Equity compensation - restricted units	2,284	—	—		599		—		599		—		599
Purchases of SPLP common units	—	(111,118)	(4,891)		(4,891)		—		(4,891)		—		(4,891)
Adjustment to interest in consolidated subsidiaries	—	—	—		(110)		—		(110)		(2,440)		(2,550)

Other, net	—	—	(1)		1		—		1		(1)		—
Balance as of September 30, 2023	39,664,210	(18,359,295)	$	(328,985)	$	1,038,447	$	(152,911)	$	885,536	$	49,436	$	934,972


	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 - 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
Net income	—	—	—		36,317		—		36,317		111		36,428
Currency translation adjustments	—	—	—		—		(2,178)		(2,178)		—		(2,178)
Equity compensation - restricted units	40,532	—	—		369		—		369		—		369
Tax withholding related to vesting of restricted units	(31.297)	—	—		(560)		—		(560)		—		(560)
Purchases of SPLP common units	—	(236,746)	(9,902)		(9,902)		—		(9,902)		—		(9,902)
Balance as of September 30, 2022	39,506,100	(17,816,365)	$	(305,603)	$	883,132	$	(136,634)	$	746,498	$	1,169	$	747,667

See accompanying Notes to Consolidated Financial Statements

STEEL PARTNERS HOLDINGS L.P.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net income	111,305		133,082


Adjustments to reconcile net income from operations to net cash (used in) provided by operating activities:
Provision for credit losses	47,979		11,758
Loss of associated companies, net of taxes	11,944		1,767
Realized and unrealized (gains) losses on securities, net	(6,151)		22,570

Gains on sales of businesses	—		(85,480)
Gain on sale of property, plant and equipment	—		(945)
Derivative gains on economic interests in loans	(3,762)		(3,973)
Non-cash pension expense (income)	8,948		(5,405)
Deferred income taxes	(30,390)		17,682
Depreciation and amortization	41,433		40,212
Non-cash lease expense	12,710		7,456
Equity-based compensation	1,007		842

Asset impairment charges	329		2,884

Other	2,193		2,192
Net change in operating assets and liabilities:
Trade and other receivables	(12,999)		(24,953)
Inventories	6,241		(38,556)
Prepaid expenses and other assets	(1,038)		(20,301)
Accounts payable, accrued and other liabilities	(4,689)		85,368
Net increase in loans held for sale	(173,385)		(204,724)

Net cash provided by (used in) operating activities	11,675		(58,524)


Cash flows from investing activities:
Purchases of investments	(204,611)		(284,884)
Proceeds from sales of investments	207,893		—
Proceeds from maturities of investments	41,058		155,899
Principal repayment on Steel Connect Convertible Note	1,000		—
Loan originations, net of collections	(242,667)		(34,845)
Purchases of property, plant and equipment	(36,667)		(30,188)

Proceeds from sale of property, plant and equipment	490		1,241

Net proceeds from sales of businesses	—		142,426
Acquisition, net of cash acquired	—		(35,298)
Increase in cash upon consolidation of Steel Connect	65,896		—


Other	(1,084)		—
Net cash used in investing activities	(168,692)		(85,649)


Cash flows from financing activities:
Net revolver borrowings (repayments)	6,910		(93,359)
Repayments of term loans	(51)		(65)




Purchases of the Company's common units	(19,727)		(41,319)

Net decrease in other borrowings	(21,277)		(273,569)


Distribution to preferred unitholders	(7,225)		(7,225)

Purchase of subsidiary shares from noncontrolling interests	(2,784)		(8,606)
Tax withholding related to vesting of restricted units	(433)		(560)

Net increase in deposits	531,006		606,626

Net cash provided by financing activities	486,419		181,923


Net change for the period	329,402		37,750
Effect of exchange rate changes on cash and cash equivalents	(1,701)		(1,596)
Cash, cash equivalents and restricted cash at beginning of period	234,448		325,363
Cash, cash equivalents and restricted cash at end of period	$	562,149	$	361,517

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, and price per ounce.

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, Financial Services and Supply Chain, which are managed separately and offer different products and services. For additional details related to the Company's reportable segments, see Note 17 - "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 16 - "Related Party Transactions."

Basis of Presentation

The accompanying unaudited consolidated financial statements as of September 30, 2023 and for the three and nine month periods ended September 30, 2023 and 2022, 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. The financial results of Steel Connect, Inc. ("Steel Connect" or "STCN") have been included in the Company's consolidated financial statements from May 1, 2023 (see Note 3 - "Acquisitions and Divestitures"). 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 nine months ended September 30, 2023 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, 2022 ("Annual Report" or "Form 10-K"), from which the consolidated balance sheet as of December 31, 2022 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 except for Steel Connect, which closes their books for fiscal years on July 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.

Adoption of New Accounting Standards

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"). This new standard changed 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 added certain new required disclosures. Under the expected loss model, entities 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. The Company adopted ASU 2016-13 on January 1, 2023. The guidance was applied on a modified-retrospective basis, with the cumulative-effect adjustment recorded to partners' capital on the adoption date. The adoption did not have a material effect on the Company’s trade receivables and other financial assets of its Diversified Industrial and Energy segments. The Company's Financial Services segment recognized an increase of $5,248 to its Allowance for Credit Losses and a decrease of $3,862, net of tax cumulative effect adjustment to the beginning balance of partners' capital from the adoption of ASU 2016-13. Steel Connect, which comprise the Company’s Supply Chain segment, elected to early adopt ASU

2016-13 as of the date of the Exchange Transaction, or May 1, 2023, in order to conform with our accounting policies. The adoption did not have a material effect on the trade receivables and other financial assets of the Company’s Supply Chain segment.

WebBank analyzed the portfolio segments and classes of financing receivables based on the implementation of the new standard. There were no necessary changes in the portfolio segments or classes of financing receivables.

The amortized cost basis for loans is the combination of the balance, deferred fees and costs, and premium or discount. WebBank does not generally record an allowance for credit losses ("ACL") for accrued interest because uncollectible accrued interest is reversed through interest income in a timely manner in line with the nonaccrual and past due policies for loans. Accrued interest is included in other assets on the consolidated balance sheets.

As a result of the Company's adoption of ASU 2016-13, the following significant accounting policies have been updated from the policies described in the Annual Report on Form 10-K.

Loans Receivable, Including Loans Held for Sale

WebBank's loan activities include several lending arrangements with companies where it originates credit card and other loans for consumers and small businesses. These loans are classified as Loans receivable and are typically sold after origination. As part of these arrangements, WebBank earns fees that are recorded in non-interest income. Fees earned from these lending arrangements are recorded as fee income. WebBank also purchases participations in commercial and industrial loans through loan syndications. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at amortized cost. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield over the estimated life of the loan.

Loans held for sale are carried at amortized cost. Gains and losses are recorded in noninterest income based on the difference between sales proceeds and amortized cost.

Loans that are collateral-dependent are measured at the lower of amortized cost or the fair value of the collateral less the cost to sell.

Loans are reported as past due when either principal or interest is due and unpaid for a period of 30 days or more. The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent for commercial loans, 120 days for consumer loans and 180 days for small business loans unless the loan is well-secured and in process of collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Credit Losses

The ACL, which consist of the allowance for loan losses, reserves for unfunded loan commitments, and the allowance on held to maturity debt securities, represents managements estimate of current expected credit losses over the contractual term of WebBank’s loan portfolio, unfunded lending commitments, and held to maturity debt securities as of the balance sheet date.

The reserves for unfunded lending commitments is included in other current liabilities on the consolidated balance sheets. The allowance for held to maturity debt securities is estimated separately from loans and carried at net amortized cost included in other non-current assets on the consolidated balance sheets.

The ACL is a valuation account that is deducted from the loan's amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged against the ACL and recognized in the consolidated statements of operations when management believes the recorded loan balance is confirmed as uncollectible.

Management estimates the allowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is measured on a

collective (pool) basis when similar risk characteristics exist. Specific reserves cover impaired loans, or loans individually valuated for impairment, and are primarily measured based on the fair value of collateral. Adjustments to the fair value of collateral are made for anticipated selling costs. A specific reserve may be zero if the fair value of collateral on the measurement date is greater than the carrying balance of the impaired loan. Additionally, the present value of expected future cash flows discounted at the original contractual interest rate may also be used, when practical. WebBank leverages economic projections from a third-party provider on a quarterly basis to generate macroeconomic factors for a two-year reasonable and supportable timeframe, before reverting to the baseline loss-curve implied loss expectations.

After applying historic loss experience, the quantitatively derived level of ACL is reviewed for each segment using qualitative criteria. Various risk factors are tracked that influence our judgment regarding the level of the ACL across the portfolio segments. Primary qualitative factors that may be reflected in the quantitative models include:

•Asset quality trends

•Risk management and loan administration practices

•Portfolio management and controls

•Effect of changes in the nature and volume of the portfolio

•Changes in lending policies and underwriting policies

•Existence and effect of any portfolio concentrations

•National economic business conditions and other macroeconomic adjustments

•Regional and local economic and business conditions

•Data availability and applicability

•Industry monitoring

•Value of underlying collateral

Changes in the level of the ACL reflect changes in these factors. The magnitude of the impact of each of these factors on the qualitative assessment of the ACL changes from quarter to quarter according to the extent these factors are already reflected in historic loss rates and according to the extent these factors diverge from one another. Also considered is the uncertainty inherent in the estimation process when evaluating the ACL.

Accounting Standards Not Yet Effective

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The new standard clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring the fair value of the security. The new standard also requires certain disclosures related to equity securities with contractual sale restrictions. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied prospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures.

In August 2023, the FASB issued ASU 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”). ASU 2023-05 applies to the formation of a “joint venture” or a “corporate joint venture” and requires a joint venture to initially measure all contributions received upon its formation at fair value. The new guidance is applicable to joint venture entities with a formation date on or after January 1, 2025 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard; however, we do not expect it to have a material impact on its consolidated financial statements.

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 17 - "Segment Information."

The following table presents the Company's revenues disaggregated by geography for the three and nine months ended September 30, 2023 and 2022. 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
United States	$	443,981	$	406,428	$	1,327,713	$	1,210,343
Foreign	48,273		19,245		110,837		62,483
Total revenue	$	492,254	$	425,673	$	1,438,550	$	1,272,826

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 September 30, 2023 and December 31, 2022, the contract asset balance was $5,700 and $11,937, 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, 2022	$	4,380
Deferral of revenue	17,416
Recognition of unearned revenue	(15,578)
Balance at September 30, 2023	$	6,218

Balance at December 31, 2021	$	3,396
Deferral of revenue	6,027
Recognition of unearned revenue	(6,161)
Balance at September 30, 2022	$	3,262

3. ACQUISITIONS AND DIVESTITURES

Transfer and Exchange Agreement

On April 30, 2023, the Company and Steel Connect, Inc. ("Steel Connect" or "STCN"), executed a series of agreements, in which the Company and certain of its affiliates (the "Steel Partners Group") transferred an aggregate of 3,597,744 shares of common stock, par value $0.10 per share, of Aerojet Rocketdyne Holdings, Inc. ("Aerojet") held by the Steel Partners Group to Steel Connect in exchange for 3,500,000 shares of newly created Series E Convertible Preferred Stock of Steel Connect (the “Series E Convertible Preferred Stock” and such transfer and related transactions, the "Exchange Transaction"). Following approval by the Steel Connect stockholders pursuant to the rules of The Nasdaq Stock Market LLC, the Series E Convertible Preferred Stock is convertible into an aggregate of 184.9 million shares of Steel Connect common stock, par value $0.01 per share (the “common stock” or “Common Stock”), and will vote together with the Steel Connect common stock and participate in any dividends paid on the Steel Connect common stock, in each case on an as-converted basis. Upon conversion of the Series E Convertible Preferred Stock, the Steel Partners Group would hold approximately 85.0% of the outstanding equity interests of Steel Connect. The Exchange Transaction closed on May 1, 2023, the date that the consideration was exchanged between the Company and Steel Connect and as of that date Steel Connect became a consolidated subsidiary for financial reporting purposes. Steel Connect is not consolidated for Federal income tax purposes because the ownership in Steel Connect is dispersed between different federal tax consolidation groups. Steel Connect's assets and liabilities have been included in the Company's consolidated balance sheet, with a related noncontrolling interest of 15.0% of STCN's common stock. Prior to May 1, 2023, the Company held a 49.6% ownership interest in Steel Connect and accounted for its investment in Steel Connect in accordance with

the equity method of accounting. The Company remeasured the previously held equity method investment to its fair value based upon a valuation of Steel Connect, as of the date of the Exchange Transaction. The Exchange Transaction accomplishes the Company's objective, which is to increase ownership in Steel Connect in order to benefit from future earnings and growth and strengthens Steel Connect’s balance sheet to permit it to do acquisitions.

The Exchange Transaction was accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and, accordingly, Steel Connect’s results of operations have been consolidated in our financial statements since the date of the Exchange Transaction. The Company recorded a preliminary allocation of the Exchange Transaction to assets acquired and liabilities assumed based on their estimated fair values as of May 1, 2023. The final Exchange Transaction allocation, which is expected to be completed in the fourth quarter of 2023, will be based on final appraisals and other analysis of fair values of acquired assets and liabilities. The Company does not expect that differences between the preliminary and final Exchange Transaction allocation will have a material impact on its results of operations or financial position. The transaction costs associated with the Exchange Transaction were approximately $2,154 and were expensed as incurred within selling, general and administrative expenses for the nine months ended September 30, 2023.

The following table summarizes the total Exchange Transaction consideration:


(in thousands)	May 1, 2023
Fair value of Aerojet common stock	$	202,733

Fair value of previously held interests in Steel Connect:
Steel Connect common stock	14,910
Steel Connect Series C Preferred Stock	35,000
Steel Connect Convertible Note	13,006

Noncontrolling interest at fair value	48,900

Less cash acquired	(65,896)

Total estimated consideration, less cash acquired	$	248,653

The Company's initial fair value estimates of the assets acquired and the liabilities assumed in the Exchange Transaction, as well as updated preliminary fair value allocations reflecting adjustments made during the measurement period to date, are as follows:


(in thousands)	Initial Estimate		Measurement Period Adjustments		Preliminary Allocation

Trade and other receivables	$	36,900	$	—	$	36,900
Inventories, net	6,900		—		6,900
Prepaid expenses and other current assets	5,000		—		5,000
Identifiable intangible assets	36,000		(500)		35,500
Other non-current assets	3,900		—		3,900
Property, plant and equipment, net	3,400		—		3,400
Operating lease right-of-use assets	29,250		—		29,250
Investments	202,733		—		202,733
Total assets acquired	324,083		(500)		323,583

Accounts payable	26,300		—		26,300
Accrued liabilities	29,100		—		29,100
Other current liabilities	15,230		—		15,230
Long-term operating lease liabilities	21,300		—		21,300
Other non-current liabilities	5,500		300		5,800
Total liabilities assumed	97,430		300		97,730

Goodwill	22,000		800		22,800
Net assets acquired at fair value	$	248,653	$	—	$	248,653

The excess of the Exchange Transaction consideration over the fair value of net identifiable assets acquired and liabilities assumed was recorded as goodwill, which was primarily attributed to expected synergies and the assembled workforce of Steel Connect and will not be deductible for income tax purposes. The fair values assigned to the net identifiable assets and liabilities assumed were based on management’s estimates and assumptions.

Identifiable intangible assets were recognized at their estimated acquisition date fair values. The fair value of the trade name asset was determined using the relief-from-royalty method and the fair value of the customer relationships asset was determined using the excess earnings method. These income-based approaches included assumptions such as the amount and timing of projected cash flows, growth rates, customer attrition rates, discount rates, and the assessment of the asset’s life cycle. The estimated fair value and estimated remaining useful lives of identifiable intangible assets as of the Exchange Transaction date were as follows:


(in thousands)	Useful Life (Years)	Amount
Customer relationships	7	$	25,000
Trade name	Indefinite	10,500
Estimated fair value of identifiable intangible assets		$	35,500

The operating results of Steel Connect have been included in our consolidated financial statements since the date of the Exchange Transaction.

(Unaudited) Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations for the fiscal year ended December 31, 2022, has been prepared as if the Exchange Transaction had occurred on January 1, 2021.


(in thousands, except per share data)	As reported		Pro Forma
Total revenue	$	1,695,441	$	1,902,177
Income from operations before income taxes and equity method investments	$	275,498	$	284,111
Net income	$	206,165	$	271,215
Net income per common unit - basic	$	9.03	$	11.62
Net income per common unit - diluted	$	8.12	$	10.33

The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time, nor is it intended to be a projection of future results.

2022 WebBank Acquisition of Security Premium Finance

On August 2, 2022, the Company, through its wholly-owned subsidiary, WebBank, completed the acquisition of Security Premium Finance Company, LLC ("Security Premium Finance"), based in Coral Gables, Florida for a total purchase price of $47,280 which was financed with cash on hand. The purchase price contains a profit share interest valued at approximately $1,440. Security Premium Finance provides insurance premium financing services for commercial and consumer clients to purchase property and casualty insurance products. In connection with the acquisition, the Company recorded premium finance receivables, other intangible assets and goodwill associated with the acquisition, totaling approximately $43,124, $1,370, and $2,959, respectively, as well as other assets and liabilities. Other intangible assets primarily consist of agent relationships. The goodwill from the acquisition consists largely of the synergies expected from combining the operations of the two businesses. The goodwill of $2,959 is expected to be deductible for income tax purposes.

The purchase price and purchase price allocation of Security Premium Finance were finalized as of March 31, 2023, with no significant changes to preliminary amounts. The results of operations of Security Premium Finance are included with WebBank in the Company's Financial Services segment.

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 accounts 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 PCS-Mosaic, the Company records its share of net earnings or losses on a three month lag basis. For additional details, see Note 7 – "Investments."

2022 Divestiture of SLPE Business

On April 25, 2022, the Company completed the sale of its subsidiary, SL Power Electronics Corporation ("SLPE"), to AEI US Subsidiary LLC, a subsidiary of Advanced Energy Industries, Inc. for a sales price of $144,500, consisting entirely of cash. 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 $19,408 and income before taxes of $72 for the nine months ended September 30, 2022.

4. LOANS RECEIVABLE, INCLUDING LOANS HELD FOR SALE

Major classifications of Loans receivable, including loans held for sale, held by WebBank as of September 30, 2023 and December 31, 2022 are as follows:


	Total								Current				Non-current
	September 30, 2023		%		December 31, 2022		%		September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
Loans held for sale	$	776,060			$	602,675			$	776,060	$	602,675	$	—	$	—

Commercial real estate loans	$	1,563	—	%	$	987	—	%	$	—	$	—	$	1,563	$	987
Commercial and industrial	1,051,804		87	%	857,817		87

STEEL PARTNERS HOLDINGS L.P. [SPLP] Filings

STEEL PARTNERS HOLDINGS L.P. [SPLP-PA] Filings