Steel Partners Holdings Reports Second Quarter Financial Results and Declares Quarterly Distribution on its Series A Preferred Units
- Q2 2023 revenue increases by 13.5% YoY to $500.9 million
- Adjusted EBITDA increases to $73.6 million with a margin of 14.7%
- Net income decreases by 36.4% to $58.6 million
- Total debt at quarter-end is $185.1 million
Second Quarter 2023 Results
-
Revenue was
, an increase of$500.9 million 13.5% as compared to the same period in the prior year -
Net income was
, a decrease of$58.6 million 36.4% as compared to the same period in the prior year -
Net income attributable to common unitholders was
, or$59.2 million per diluted common unit$2.44 -
Adjusted EBITDA* increased to
from$73.6 million for the same period in the prior year; Adjusted EBITDA margin* was$59.0 million 14.7% -
Net cash used in operating activities was
$6.3 million -
Adjusted free cash flow* totaled
$29.5 million -
Total debt at quarter-end was
; net debt,* which includes, among other items, pension and preferred unit liabilities, and long-term investments was$185.1 million $78.6 million
First Half 2023 Results
-
Revenue was
, an increase of$946.3 million 11.7% as compared to the same period in the prior year -
Net income was
, a decrease of$83.4 million 13.7% as compared to the same period in the prior year -
Net income attributable to common unitholders was
, or$84.0 million per diluted common unit$3.53 -
Adjusted EBITDA* increased to
from$136.7 million for the same period in the prior year; Adjusted EBITDA margin* was$123.6 million 14.4% -
Net cash used in operating activities was
$54.5 million -
Adjusted free cash flow* was
$62.9 million
Q2 2023 |
|
Q2 2022 |
|
($ in thousands) |
|
YTD 2023 |
|
YTD 2022 |
|
|
|
|
Revenue |
|
|
|
|
58,615 |
|
92,113 |
|
Net income |
|
83,418 |
|
96,654 |
59,150 |
|
92,078 |
|
Net income attributable to common unitholders |
|
83,996 |
|
96,643 |
73,606 |
|
59,048 |
|
Adjusted EBITDA* |
|
136,737 |
|
123,618 |
|
|
|
|
Adjusted EBITDA margin* |
|
|
|
|
12,843 |
|
10,724 |
|
Purchases of property, plant and equipment |
|
23,551 |
|
18,470 |
29,495 |
|
34,378 |
|
Adjusted free cash flow* |
|
62,857 |
|
68,001 |
*See reconciliations to the nearest GAAP measure included in the financial tables. See "Note Regarding Use of Non-GAAP Financial Measurements" below for the definition of these non-GAAP measures. |
"Our Financial Services and Energy segments have continued to deliver favorable results," said Executive Chairman Warren Lichtenstein. "With the current economic headwinds, we are focused on reducing costs, paying down debt, and strategically investing our capital to ensure we deliver quality products and services to our customers and long-term value to our stakeholders."
Results of Operations |
|||||||
Comparison of the Three and Six Months Ended June 30, 2023 and 2022 (unaudited) |
|||||||
(Dollar amounts in table and commentary in thousands, unless otherwise indicated) |
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
Revenue |
|
|
|
|
|
|
|
Cost of goods sold |
289,399 |
|
288,813 |
|
550,692 |
|
556,983 |
Selling, general and administrative expenses |
136,364 |
|
100,841 |
|
251,318 |
|
186,965 |
Asset impairment charges |
329 |
|
32 |
|
329 |
|
435 |
Interest expense |
5,833 |
|
4,818 |
|
11,819 |
|
9,342 |
Realized and unrealized losses (gains) on securities, net |
3,121 |
|
(1,515) |
|
2,514 |
|
26,211 |
Gain from sale of business |
— |
|
(85,185) |
|
— |
|
(85,185) |
All other expense, net* |
17,757 |
|
4,315 |
|
38,128 |
|
6,320 |
Total costs and expenses |
452,803 |
|
312,119 |
|
854,800 |
|
701,071 |
Income from operations before income taxes and equity |
|
|
|
||||
method investments |
48,122 |
129,289 |
91,496 |
146,082 |
|||
Income tax (benefit) provision |
(15,330) |
|
39,436 |
|
(726) |
|
47,045 |
Loss (income) of associated companies, net of taxes |
4,837 |
|
(2,260) |
|
8,804 |
|
2,383 |
Net income |
|
|
|
|
|
|
|
* includes finance interest, provision for loan losses, and other expense from the consolidated statements of operations |
Revenue
Revenue for the three months ended June 30, 2023 increased
Revenue for the six months ended June 30, 2023 increased
Cost of Goods Sold
Cost of goods sold for the three months ended June 30, 2023 increased
Cost of goods sold for the six months ended June 30, 2023 decreased
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") for the three months ended June 30, 2023 increased
SG&A for the six months ended June 30, 2023 increased
Asset Impairment Charges
An impairment charge of
Interest Expense
Interest expense increased
Realized and Unrealized Losses (Gains) on Securities, Net
The Company recognized losses of
All Other Expense, Net
All other expense, net was
All other expense, net was
Income Tax (Benefit) Provision
The Company recorded income tax benefit of
Loss (Income) of Associated Companies, Net of Taxes
The Company recorded losses from associated companies, net of taxes, of
Purchases of Property, Plant and Equipment (Capital Expenditures)
Capital expenditures for the three and six months ended June 30, 2023 totaled
Common Units Repurchase Program
During the three months ended June 30, 2023, the Company repurchased 267,994 common units for
Additional Non-GAAP Financial Measures
Adjusted EBITDA was
Liquidity and Capital Resources
As of June 30, 2023, the Company had approximately
As of June 30, 2023, total debt was
Quarterly Cash Distribution on Series A Preferred Units
On August 9, 2023, the Company's board of directors declared a regular quarterly cash distribution of
Any future determination to declare distributions on its units of Series A Preferred, and any determination to pay such distributions in cash or in kind, or a combination thereof, will remain at the discretion of Steel Partners' board of directors and will be dependent upon a number of factors, including the Company's results of operations, cash flows, financial position, and capital requirements, among others.
About Steel Partners Holdings L.P.
Steel Partners Holdings L.P. (www.steelpartners.com) is a diversified global holding company that 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. At Steel Partners, our culture and core values of Teamwork, Respect, Integrity, and Commitment guide our Kids First purpose, which is to forge a path of success for the next generation by instilling values, building character, and teaching life lessons through sports.
(Financial Tables Follow)
Consolidated Balance Sheets (unaudited) |
|||||||
(in thousands, except common units) |
June 30, 2023 |
|
December 31, 2022 |
||||
ASSETS |
|
|
|
||||
Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
353,157 |
|
|
$ |
234,448 |
|
Trade and other receivables - net of allowance for doubtful accounts of |
|
254,986 |
|
|
|
183,861 |
|
Loans receivable, including loans held for sale of |
|
1,428,283 |
|
|
|
1,131,745 |
|
Inventories, net |
|
224,102 |
|
|
|
214,084 |
|
Prepaid expenses and other current assets |
|
44,396 |
|
|
|
41,090 |
|
Total current assets |
|
2,304,924 |
|
|
|
1,805,228 |
|
Long-term loans receivable, net |
|
462,729 |
|
|
|
423,248 |
|
Goodwill |
|
148,027 |
|
|
|
125,813 |
|
Other intangible assets, net |
|
123,347 |
|
|
|
94,783 |
|
Other non-current assets |
|
165,980 |
|
|
|
195,859 |
|
Property, plant and equipment, net |
|
246,503 |
|
|
|
238,510 |
|
Operating lease right-of-use assets |
|
75,531 |
|
|
|
42,711 |
|
Long-term investments |
|
239,842 |
|
|
|
309,697 |
|
Total Assets |
$ |
3,766,883 |
|
|
$ |
3,235,849 |
|
LIABILITIES AND CAPITAL |
|
|
|
||||
Current liabilities: |
|
|
|
||||
Accounts payable |
$ |
135,932 |
|
|
$ |
109,572 |
|
Accrued liabilities |
|
136,082 |
|
|
|
112,744 |
|
Deposits |
|
1,613,022 |
|
|
|
1,360,477 |
|
Short-term debt |
|
283 |
|
|
|
685 |
|
Current portion of long-term debt |
|
67 |
|
|
|
67 |
|
Other current liabilities |
|
90,012 |
|
|
|
65,598 |
|
Total current liabilities |
|
1,975,398 |
|
|
|
1,649,143 |
|
Long-term deposits |
|
304,809 |
|
|
|
208,004 |
|
Long-term debt |
|
184,788 |
|
|
|
179,572 |
|
Other borrowings |
|
25,715 |
|
|
|
41,682 |
|
Preferred unit liability |
|
153,576 |
|
|
|
152,247 |
|
Accrued pension liabilities |
|
90,053 |
|
|
|
84,948 |
|
Deferred tax liabilities |
|
15,956 |
|
|
|
41,055 |
|
Long-term operating lease liabilities |
|
61,736 |
|
|
|
35,512 |
|
Other non-current liabilities |
|
38,970 |
|
|
|
42,226 |
|
Total Liabilities |
|
2,851,001 |
|
|
|
2,434,389 |
|
Commitments and Contingencies |
|
|
|
||||
Capital: |
|
|
|
||||
Partners' capital common units: 21,413,749 and 21,605,093 issued and outstanding (after deducting 18,248,177 |
|
|
|
|
|
||
and 17,904,679 units held in treasury, at cost of |
1,017,276 |
952,094 |
|||||
Accumulated other comprehensive loss |
|
(150,956 |
) |
|
|
(151,874 |
) |
Total Partners' Capital |
|
866,320 |
|
|
|
800,220 |
|
Noncontrolling interests in consolidated entities |
|
49,562 |
|
|
|
1,240 |
|
Total Capital |
|
915,882 |
|
|
|
801,460 |
|
Total Liabilities and Capital |
$ |
3,766,883 |
|
|
$ |
3,235,849 |
|
Consolidated Statements of Operations (unaudited) |
|||||||||||||||
(in thousands, except common units and per common unit data) |
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
Revenue: |
|
|
|
|
|
|
|
||||||||
Diversified Industrial net sales |
$ |
315,046 |
|
|
$ |
346,664 |
|
|
$ |
619,472 |
|
|
$ |
673,913 |
|
Energy net revenue |
|
50,314 |
|
|
|
47,024 |
|
|
|
98,478 |
|
|
|
85,341 |
|
Financial Services revenue |
|
105,384 |
|
|
|
47,720 |
|
|
|
198,165 |
|
|
|
87,899 |
|
Supply Chain revenue |
|
30,181 |
|
|
|
— |
|
|
|
30,181 |
|
|
|
— |
|
Total revenue |
|
500,925 |
|
|
|
441,408 |
|
|
|
946,296 |
|
|
|
847,153 |
|
Costs and expenses: |
|
|
|
|
|
|
|
||||||||
Cost of goods sold |
|
289,399 |
|
|
|
288,813 |
|
|
|
550,692 |
|
|
|
556,983 |
|
Selling, general and administrative expenses |
|
136,364 |
|
|
|
100,841 |
|
|
|
251,318 |
|
|
|
186,965 |
|
Asset impairment charges |
|
329 |
|
|
|
32 |
|
|
|
329 |
|
|
|
435 |
|
Finance interest expense |
|
18,382 |
|
|
|
1,672 |
|
|
|
32,123 |
|
|
|
2,836 |
|
Provision for credit losses |
|
3,204 |
|
|
|
3,883 |
|
|
|
11,010 |
|
|
|
5,165 |
|
Gain from sale of business |
|
— |
|
|
|
(85,185 |
) |
|
|
— |
|
|
|
(85,185 |
) |
Interest expense |
|
5,833 |
|
|
|
4,818 |
|
|
|
11,819 |
|
|
|
9,342 |
|
Realized and unrealized losses (gains) on securities, net |
|
3,121 |
|
|
|
(1,515 |
) |
|
|
2,514 |
|
|
|
26,211 |
|
Other income, net |
|
(3,829 |
) |
|
|
(1,240 |
) |
|
|
(5,005 |
) |
|
|
(1,681 |
) |
Total costs and expenses |
|
452,803 |
|
|
|
312,119 |
|
|
|
854,800 |
|
|
|
701,071 |
|
Income from operations before income taxes and equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
method investments |
48,122 |
129,289 |
91,496 |
146,082 |
|||||||||||
Income tax (benefit) provision |
|
(15,330 |
) |
|
|
39,436 |
|
|
|
(726 |
) |
|
|
47,045 |
|
Loss (income) of associated companies, net of taxes |
|
4,837 |
|
|
|
(2,260 |
) |
|
|
8,804 |
|
|
|
2,383 |
|
Net income |
|
58,615 |
|
|
|
92,113 |
|
|
|
83,418 |
|
|
|
96,654 |
|
Net loss (income) attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
||||||
in consolidated entities |
535 |
(35 |
) | 578 |
(11 |
) | |||||||||
Net income attributable to common unitholders |
$ |
59,150 |
|
|
$ |
92,078 |
|
|
$ |
83,996 |
|
|
$ |
96,643 |
|
Net income per common unit - basic |
|
|
|
|
|
|
|
||||||||
Net income attributable to common unitholders |
$ |
2.75 |
|
|
$ |
4.03 |
|
|
$ |
3.89 |
|
|
$ |
4.29 |
|
Net income per common unit - diluted |
|
|
|
|
|
|
|
||||||||
Net income attributable to common unitholders |
$ |
2.44 |
|
|
$ |
3.52 |
|
|
$ |
3.53 |
|
|
$ |
3.82 |
|
Weighted-average number of common units outstanding - basic |
|
21,506,699 |
|
|
|
22,846,677 |
|
|
|
21,595,730 |
|
|
|
22,529,635 |
|
Weighted-average number of common units outstanding - diluted |
|
25,462,813 |
|
|
|
27,061,579 |
|
|
|
25,501,513 |
|
|
|
26,931,547 |
Supplemental Balance Sheet Data (June 30, 2023 unaudited) |
||||||
(in thousands, except common and preferred units) |
June 30, |
|
|
December 31, |
||
|
2023 |
|
2022 |
|||
Cash and cash equivalents |
$ |
353,157 |
|
$ |
234,448 |
|
WebBank cash and cash equivalents |
|
242,868 |
|
|
174,257 |
|
Cash and cash equivalents, excluding WebBank |
$ |
110,289 |
|
$ |
60,191 |
|
Common units outstanding |
|
21,413,749 |
|
|
21,605,093 |
|
Preferred units outstanding |
|
6,422,128 |
|
|
6,422,128 |
Supplemental Non-GAAP Disclosures (unaudited) |
|||||||||||||||
Adjusted EBITDA Reconciliation: |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
(in thousands) |
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
Net income |
$ |
58,615 |
|
|
$ |
92,113 |
|
|
$ |
83,418 |
|
|
$ |
96,654 |
|
Income tax (benefit) provision |
|
(15,330 |
) |
|
|
39,436 |
|
|
|
(726 |
) |
|
|
47,045 |
|
Income before income taxes |
|
43,285 |
|
|
|
131,549 |
|
|
|
82,692 |
|
|
|
143,699 |
|
Add (Deduct): |
|
|
|
|
|
|
|
||||||||
Loss (income) of associated companies, net of taxes |
|
4,837 |
|
|
|
(2,260 |
) |
|
|
8,804 |
|
|
|
2,383 |
|
Realized and unrealized losses (gains) on securities, net |
|
3,121 |
|
|
|
(1,515 |
) |
|
|
2,514 |
|
|
|
26,211 |
|
Interest expense |
|
5,833 |
|
|
|
4,818 |
|
|
|
11,819 |
|
|
|
9,342 |
|
Depreciation |
|
9,612 |
|
|
|
9,619 |
|
|
|
18,967 |
|
|
|
19,518 |
|
Amortization |
|
4,185 |
|
|
|
3,729 |
|
|
|
7,773 |
|
|
|
7,993 |
|
Asset impairment charge |
|
329 |
|
|
|
32 |
|
|
|
329 |
|
|
|
435 |
|
Non-cash pension expense (income) |
|
2,989 |
|
|
|
(1,705 |
) |
|
|
5,969 |
|
|
|
(3,606 |
) |
Non-cash equity-based compensation |
|
419 |
|
|
|
354 |
|
|
|
408 |
|
|
|
473 |
|
Gain from sale of business |
|
— |
|
|
|
(85,185 |
) |
|
|
— |
|
|
|
(85,185 |
) |
Other items, net |
|
(1,004 |
) |
|
|
(388 |
) |
|
|
(2,538 |
) |
|
|
2,355 |
|
Adjusted EBITDA |
$ |
73,606 |
|
|
$ |
59,048 |
|
|
$ |
136,737 |
|
|
$ |
123,618 |
|
|
|
|
|
|
|
|
|
||||||||
Total revenue |
$ |
500,925 |
|
|
$ |
441,408 |
|
|
$ |
946,296 |
|
|
$ |
847,153 |
|
Adjusted EBITDA margin |
|
14.7 |
% |
|
|
13.4 |
% |
|
|
14.4 |
% |
|
|
14.6 |
% |
Net Debt Reconciliation: |
|
|
|
||||
|
|
|
|
||||
(in thousands) |
June 30, |
|
December 31, |
||||
|
2023 |
|
2022 |
||||
Total debt |
$ |
185,138 |
|
|
$ |
180,324 |
|
Accrued pension liabilities |
|
90,053 |
|
|
|
84,948 |
|
Preferred unit liability |
|
153,576 |
|
|
|
152,247 |
|
Cash and cash equivalents, excluding WebBank |
|
(110,289 |
) |
|
|
(60,191 |
) |
Long-term investments |
|
(239,842 |
) |
|
|
(309,697 |
) |
Net debt |
$ |
78,636 |
|
|
$ |
47,631 |
|
Adjusted Free Cash Flow Reconciliation: |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
(in thousands) |
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
Net cash used in operating activities |
$ |
(6,263 |
) |
|
$ |
(87,551 |
) |
|
$ |
(54,511 |
) |
|
$ |
(100,861 |
) |
Purchases of property, plant and equipment |
|
(12,843 |
) |
|
|
(10,724 |
) |
|
|
(23,551 |
) |
|
|
(18,470 |
) |
Net increase in loans held for sale |
|
48,601 |
|
|
|
132,653 |
|
|
|
140,919 |
|
|
|
187,332 |
|
Adjusted free cash flow |
$ |
29,495 |
|
|
$ |
34,378 |
|
|
$ |
62,857 |
|
|
$ |
68,001 |
Segment Results (unaudited) |
|||||||||||||||
(in thousands) |
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
Revenue: |
|
|
|
|
|
|
|
||||||||
Diversified Industrial |
$ |
315,046 |
|
|
$ |
346,664 |
|
|
$ |
619,472 |
|
|
$ |
673,913 |
|
Energy |
|
50,314 |
|
|
|
47,024 |
|
|
|
98,478 |
|
|
|
85,341 |
|
Financial Services |
|
105,384 |
|
|
|
47,720 |
|
|
|
198,165 |
|
|
|
87,899 |
|
Supply Chain |
$ |
30,181 |
|
|
$ |
— |
|
|
$ |
30,181 |
|
|
$ |
— |
|
Total revenue |
$ |
500,925 |
|
|
$ |
441,408 |
|
|
$ |
946,296 |
|
|
$ |
847,153 |
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before interest expense and income taxes: |
|
|
|
|
|
|
|
||||||||
Diversified Industrial |
$ |
25,121 |
|
|
$ |
121,952 |
|
|
$ |
46,259 |
|
|
$ |
156,034 |
|
Energy |
|
4,031 |
|
|
|
3,677 |
|
|
|
9,271 |
|
|
|
7,629 |
|
Financial Services |
|
24,982 |
|
|
|
13,709 |
|
|
|
50,834 |
|
|
|
27,636 |
|
Supply Chain |
|
1,835 |
|
|
|
— |
|
|
|
1,835 |
|
|
|
— |
|
Corporate and other |
|
(6,851 |
) |
|
|
(2,971 |
) |
|
|
(13,688 |
) |
|
|
(38,258 |
) |
Income before interest expense and income taxes: |
|
49,118 |
|
|
|
136,367 |
|
|
|
94,511 |
|
|
|
153,041 |
|
Interest expense |
|
5,833 |
|
|
|
4,818 |
|
|
|
11,819 |
|
|
|
9,342 |
|
Income tax (benefit) provision |
|
(15,330 |
) |
|
|
39,436 |
|
|
|
(726 |
) |
|
|
47,045 |
|
Net income |
$ |
58,615 |
|
|
$ |
92,113 |
|
|
$ |
83,418 |
|
|
$ |
96,654 |
|
|
|
|
|
|
|
|
|
||||||||
Loss (income) of associated companies, net of taxes: |
|
|
|
|
|
|
|
||||||||
Corporate and other |
$ |
4,837 |
|
|
$ |
(2,260 |
) |
|
$ |
8,804 |
|
|
$ |
2,383 |
|
Total |
$ |
4,837 |
|
|
$ |
(2,260 |
) |
|
$ |
8,804 |
|
|
$ |
2,383 |
|
|
|
|
|
|
|
|
|
||||||||
Segment depreciation and amortization: |
|
|
|
|
|
|
|
||||||||
Diversified Industrial |
$ |
10,061 |
|
|
$ |
10,392 |
|
|
$ |
20,076 |
|
|
$ |
21,753 |
|
Energy |
|
2,452 |
|
|
|
2,643 |
|
|
|
4,992 |
|
|
|
5,164 |
|
Financial Services |
|
209 |
|
|
|
133 |
|
|
|
425 |
|
|
|
261 |
|
Supply Chain |
|
910 |
|
|
|
— |
|
|
|
910 |
|
|
|
— |
|
Corporate and other |
|
165 |
|
|
|
180 |
|
|
|
337 |
|
|
|
333 |
|
Total depreciation and amortization |
$ |
13,797 |
|
|
$ |
13,348 |
|
|
$ |
26,740 |
|
|
$ |
27,511 |
|
|
|
|
|
|
|
|
|
||||||||
Segment Adjusted EBITDA: |
|
|
|
|
|
|
|
||||||||
Diversified Industrial |
$ |
34,866 |
|
|
$ |
44,413 |
|
|
$ |
66,789 |
|
|
$ |
91,977 |
|
Energy |
|
7,225 |
|
|
|
7,046 |
|
|
|
14,546 |
|
|
|
12,665 |
|
Financial Services |
|
25,773 |
|
|
|
13,471 |
|
|
|
51,985 |
|
|
|
27,199 |
|
Supply Chain |
|
2,871 |
|
|
|
— |
|
|
|
2,871 |
|
|
|
— |
|
Corporate and other |
|
2,871 |
|
|
|
(5,882 |
) |
|
|
546 |
|
|
|
(8,223 |
) |
Total Adjusted EBITDA |
$ |
73,606 |
|
|
$ |
59,048 |
|
|
$ |
136,737 |
|
|
$ |
123,618 |
|
Note Regarding Use of Non-GAAP Financial Measurements
The financial data contained in this press release includes certain non-GAAP financial measurements as defined by the SEC, including "Adjusted EBITDA," "Net Debt" and "Adjusted Free Cash Flow." The Company is presenting these non-GAAP financial measurements because it believes that these measures provide useful information to investors about the Company's business and its financial condition. The Company defines Adjusted EBITDA as net income or loss from continuing operations before the effects of income or loss from investments in associated companies and other investments held at fair value, interest expense, taxes, depreciation and amortization, non-cash pension expense or income, and realized and unrealized gains or losses on securities, and excludes certain non-recurring and non-cash items. The Company defines Net Debt as the sum of total debt, accrued pension liabilities and preferred unit liability, less the sum of cash and cash equivalents (excluding those used in WebBank's banking operations), and long-term investments. The Company defines Adjusted Free Cash Flow as net cash provided by or used in operating activities of continuing operations less the sum of purchases of property, plant and equipment, and net increases or decreases in loans held for sale. The Company believes these measures are useful to investors because they are measures used by the Company's Board of Directors and management to evaluate its ongoing business, including in internal management reporting, budgeting and forecasting processes, in comparing operating results across the business, as internal profitability measures, as components in assessing liquidity and evaluating the ability and the desirability of making capital expenditures and significant acquisitions, and as elements in determining executive compensation.
However, the measures are not measures of financial performance under generally accepted accounting principles in the
- Adjusted EBITDA does not reflect the Company's tax provision or the cash requirements to pay its taxes;
- Adjusted EBITDA does not reflect income or loss from the Company's investments in associated companies and other investments held at fair value;
- Adjusted EBITDA does not reflect the Company's interest expense;
-
Although depreciation and amortization are non-cash expenses in the period recorded, the assets being depreciated and
amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect the cash requirements for such
replacement; - Adjusted EBITDA does not reflect the Company's net realized and unrealized gains and losses on its investments;
- Adjusted EBITDA does not include non-cash charges for pension expense and equity-based compensation;
- Adjusted EBITDA does not include amounts related to noncontrolling interests in consolidated entities;
- Adjusted EBITDA does not include certain other non-recurring and non-cash items; and
- Adjusted EBITDA does not include the Company's discontinued operations.
In addition, Net Debt assumes the Company's cash and cash equivalents (excluding those used in WebBank's banking operations), marketable securities and long-term investments are immediately convertible in cash and can be used to reduce outstanding debt without restriction at their recorded fair value, while Adjusted Free Cash Flow excludes net increases or decreases in loans held for sale, which can vary significantly from period-to-period since these loans are typically sold after origination and thus represent a significant component in WebBank's operating cash flow requirements.
The Company compensates for these limitations by relying primarily on its
Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect SPLP's current expectations and projections about its future results, performance, prospects and opportunities. SPLP identifies these forward-looking statements by using words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," and similar expressions. These forward-looking statements are only predictions based upon the Company's current expectations and projections about future events, and are based on information currently available to the Company and are subject to risks, uncertainties, and other factors that could cause its actual results, performance, prospects, or opportunities in 2023 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include, without limitation: disruptions to the Company’s business as a result of economic downturns; the significant volatility of crude oil and commodity prices; the effects of rising interest rates; the Company’s subsidiaries’ sponsor defined pension plans, which could subject the Company to future cash flow requirements; the ability to comply with legal and regulatory requirements, including environmental, health and safety laws and regulations, banking regulations and other extensive requirements to which the Company and its businesses are subject; risks associated with the Company’s wholly-owned subsidiary, WebBank, as a result of its Federal Deposit Insurance Corporation ("FDIC") status, highly-regulated lending programs, and capital requirements; the ability to meet obligations under the Company's senior credit facility through future cash flows or financings; the risk of recent events affecting the financial services industry, including the closures or other failures of several large banks; the risk of management diversion, increased costs and expenses, and impact on profitability in connection with the Company's business strategy to make acquisitions; the impact of losses in the Company's investment portfolio; the Company’s ability to protect its intellectual property rights and obtain or retain licenses to use others' intellectual property on which the Company relies; the Company’s exposure to risks inherent to conducting business outside of the
View source version on businesswire.com: https://www.businesswire.com/news/home/20230808324245/en/
Investor Relations
Jennifer Golembeske
212-520-2300
jgolembeske@steelpartners.com
Source: Steel Partners Holdings L.P.
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