0000709804-14-000010.txt : 20140313 0000709804-14-000010.hdr.sgml : 20140313 20140312173339 ACCESSION NUMBER: 0000709804-14-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140312 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140313 DATE AS OF CHANGE: 20140312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Steel Excel Inc. CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 942748530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 14688734 BUSINESS ADDRESS: STREET 1: 2603 CAMINO RAMON, SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 4089458600 MAIL ADDRESS: STREET 1: 2603 CAMINO RAMON, SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: ADPT Corp DATE OF NAME CHANGE: 20100624 FORMER COMPANY: FORMER CONFORMED NAME: ADAPTEC INC DATE OF NAME CHANGE: 19920703 8-K 1 sxcl201403118k.htm 8-K SXCL 2014.03.11 8K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 12, 2014
 
 

STEEL EXCEL INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
0-15071
94-2748530
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
1133 Westchester Avenue, Suite N222, White Plains, New York
10604
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (914) 461-1300
 
 

n/a
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02.   Results of Operations and Financial Condition.
 
On March 12, 2014, Steel Excel Inc. (the “Company”) issued a press release announcing financial results for its fourth quarter and fiscal year ended December 31, 2013. A copy of the press release is being furnished as Exhibit 99.1 hereto.
 
The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.
 
Item 9.01.   Financial Statements and Exhibits.
 
(d)           Exhibits 
 

Exhibit No.
Exhibits

99.1
Press release issued March 12, 2014.




SIGNATURES
 
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 

 
STEEL EXCEL INC.
 
 
 
 
 
 
Dated: March 12, 2014
By:
/s/ James F. McCabe, Jr.
 
Name:
James F. McCabe, Jr.
 
Title:
Chief Financial Officer




EXHIBIT INDEX
 

Exhibit No.
Exhibits

99.1
Press release issued March 12, 2014.



 EX-99.1 2 sxcl20140307_8kex99-1.htm PRESS RELEASE SXCL 2014 0307 _8K Ex99-1


Exhibit 99.1
 
 
PRESS RELEASE
Source: Steel Excel Inc.
 
Steel Excel Inc. Reports 2013 Fourth Quarter Financial Results
 
WHITE PLAINS, N.Y., March 12, 2014 – Steel Excel Inc. (Other OTC: SXCL) (“Steel Excel”, “SXCL” or the “Company”), which operates Energy and Sports segments, today announced operating results for the fourth quarter and year ended December 31, 2013. The results are summarized in the following paragraphs. For a full discussion of the results, please see the Company's annual report on Form 10-K for the year ended December 31, 2013, which can be found at www.steelexcel.com.
 
Steel Excel reported net revenues of $33.5 million for the fourth quarter of 2013, as compared to $26.9 million for the same period of 2012. Income from continuing operations before income taxes was $1.9 million in the fourth quarter of 2013, as compared to a loss of $0.3 million in the 2012 period. Net income attributable to Steel Excel for the fourth quarter of 2013 was $7.3 million, or $0.60 per diluted common share, as compared to a loss of $0.1 million, or $0.01 per diluted common share, for the same period in 2012.
 
For the year ended December 31, 2013, the Company reported net revenues of $120.0 million, as compared to $100.1 million for the same period of 2012. Income from continuing operations before income taxes was $7.0 million in 2013, as compared to $6.5 million in 2012. Net income attributable to Steel Excel for 2013 was $14.2 million, or $1.13 per diluted common share, as compared to $20.7 million, or $1.71 per diluted common share, for 2012. At December 31, 2013, the Company had cash and marketable securities totaling $252.1 million.

Net income for the year ended December 31, 2013, includes a benefit from income taxes of approximately $9.3 million due primarily to a reversal of reserves for foreign taxes upon the expiration of the statute of limitations and the reversal of a portion of the valuation allowance for deferred tax assets. Net income for the year ended December 31, 2012, includes a benefit from income taxes of approximately $15.1 million due primarily to the reversal of the valuation allowance for deferred tax assets resulting from deferred tax liabilities recognized related to the identifiable intangible assets recorded in connection with an acquisition in the 2012 period.
 
The Company generated Adjusted EBITDA of $5.8 million in the fourth quarter of 2013, as compared to Adjusted EBITDA of $5.1 million in the 2012 quarter, an increase of $0.7 million or 13.2%. For the year ended December 31, 2013, the Company generated Adjusted EBITDA of $23.8 million, as compared to Adjusted EBITDA of $22.6 million in the 2012 period, an increase of $1.2 million, or 5.2%. See "Note Regarding Use of Non-GAAP Financial Measurements" below for the definition of Adjusted EBITDA.

Based on current information, the Company anticipates revenue and Adjusted EBITDA for the year ended December 31, 2014, to be in the range of $180.0 million to $220.0 million and $38.5 million to $47.5 million respectively; the Company anticipates revenue and Adjusted EBITDA for the first quarter of 2014 to be in the range of $39.0 million to $48.0 million and $6.5 million to $8.5 million respectively.





Financial Summary
 
Statements of Operations Data:
 
Three Months Ended
 
Fiscal Year Ended
 
December 31
 
December 31
 
2013
 
2012
 
2013
 
2012
 
(in thousands, except per-share data)
Net revenues
$
33,496

 
$
26,915

 
$
120,028

 
$
100,104

Gross profit
$
10,172

 
$
6,668

 
$
34,643

 
$
34,040

Operating income (loss)
$
911

 
$
(489
)
 
$
2,562

 
$
5,817

 
 
 
 
 
 
 
 
Income (loss) from continuing operations before income taxes
$
1,867

 
$
(330
)
 
$
7,049

 
$
6,467

Benefit from income taxes
7,028

 
334

 
9,342

 
15,712

Net income from continuing operations
8,895

 
4

 
16,391

 
22,179

Income (loss) from discontinued operations
(4,063
)
 
51

 
(5,540
)
 
(1,935
)
Net income
4,832

 
55

 
10,851

 
20,244

Net loss (income) attributable to non-controlling interests in consolidated entities
2,512

 
(131
)
 
3,344

 
449

Net income (loss) attributable to Steel Excel Inc.
$
7,344

 
$
(76
)
 
$
14,195

 
$
20,693

 
 
 
 
 
 
 
 
Net income (loss) attributable to Steel Excel Inc. per share of common stock - basic
$
0.60

 
$
(0.01
)
 
$
1.13

 
$
1.71

Net income (loss) attributable to Steel Excel Inc. per share of common stock - diluted
$
0.60

 
$
(0.01
)
 
$
1.13

 
$
1.71



Balance Sheet Data:
 
December 31,
2013
 
December 31, 2012
 
(in thousands)
Cash and marketable securities
$
252,087

 
$
270,684

Property and equipment
106,383

 
77,768

Goodwill and intangible assets
112,582

 
92,980

Other investments
34,183

 
1,021

Other assets
32,804

 
24,042

Total assets
$
538,039

 
$
466,495

 
 
 
 
Total liabilities
$
114,104

 
$
34,533

Total stockholders' equity
$
423,935

 
$
431,962







Segment Results
 
Three Months Ended
 
Fiscal Year Ended
 
December 31
 
December 31
 
2013
 
2012
 
2013
 
2012
 
(in thousands)
Net revenues:
 
 
 
 
 
 
 
Energy
$
31,352

 
$
26,403

 
$
109,624

 
$
97,191

Sports
2,144

 
512

 
10,404

 
2,913

Total net revenues
$
33,496

 
$
26,915

 
$
120,028

 
$
100,104

 
 
 
 
 
 
 
 
Operating income (loss):
 
 
 
 
 
 
 
Energy
$
3,755

 
$
2,287

 
$
12,381

 
$
16,837

Sports
(1,091
)
 
(669
)
 
(1,408
)
 
(2,061
)
Total segment operating income
2,664

 
1,618

 
10,973

 
14,776

Corporate and other business activities
(1,753
)
 
(2,107
)
 
(8,411
)
 
(8,959
)
Interest income, net
738

 
914

 
3,079

 
1,486

Other income, net
218

 
(755
)
 
1,408

 
(836
)
Income from continuing operations before income taxes
$
1,867

 
$
(330
)
 
$
7,049

 
$
6,467


 
Supplemental Non-GAAP Disclosures
 
Consolidated Adjusted EBITDA
 
 
Three Months Ended
 
Fiscal Year Ended
 
December 31
 
December 31
 
2013
 
2012
 
2013
 
2012
 
(in thousands)
Net income attributable to Steel Excel
$
7,344

 
$
(76
)
 
$
14,195

 
$
20,693

Net loss attributable to non-controlling interests in consolidated entities
(2,512
)
 
131

 
(3,344
)
 
(449
)
Net income
4,832

 
55

 
10,851

 
20,244

Interest income, net
(738
)
 
(914
)
 
(3,079
)
 
(1,486
)
Benefit from income taxes
(7,028
)
 
(334
)
 
(9,342
)
 
(15,712
)
Depreciation and amortization
4,824

 
4,979

 
19,185

 
15,303

Loss (income) from discontinued operations
4,063

 
(51
)
 
5,540

 
1,935

Non-cash stock-based compensation
61

 
630

 
2,040

 
1,487

Other expense (income), net
(218
)
 
755

 
(1,408
)
 
836

Consolidated Adjusted EBITDA
$
5,796

 
$
5,120

 
$
23,787

 
$
22,607







Adjusted EBITDA by Segment
 
Three Months Ended
 
Fiscal Year Ended
 
December 31
 
December 31
 
2013
 
2012
 
2013
 
2012
 
(in thousands)
Energy
$
8,227

 
$
7,137

 
$
30,774

 
$
31,619

Sports
(739
)
 
$
(536
)
 
(616
)
 
(1,540
)
Corporate and other business activities
(1,692
)
 
(1,481
)
 
(6,371
)
 
(7,472
)
Total
$
5,796

 
$
5,120

 
$
23,787

 
$
22,607


 
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 Securities and Exchange Commission ("SEC"), including "Adjusted EBITDA". The Company is presenting Adjusted EBITDA because it believes that it provides useful information to investors about Steel Excel, its business, and its financial condition. The Company defines Adjusted EBITDA as net income from continuing operations before the effects of realized and unrealized gains or losses, interest income or expense, income taxes, and depreciation and amortization, and excludes certain non-recurring and non-cash items including stock-based compensation. The Company believes Adjusted EBITDA is useful to investors because it is one of the measures used by the Company's Board of Directors and management to evaluate its business, including in internal management reporting, budgeting, and forecasting processes, in comparing operating results across the business, as an internal profitability measure, as a component in evaluating the ability and the desirability of making capital expenditures and significant acquisitions, and as an element in determining executive compensation.

However, Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles in the United States of America ("U.S. GAAP"), and the items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Therefore, Adjusted EBITDA should not be considered a substitute for net income or cash flows from operating, investing, or financing activities. Because Adjusted EBITDA is calculated before recurring cash charges, including realized and unrealized losses, interest income or expense, and income taxes, and is not adjusted for capital expenditures or other recurring cash requirements of the business, it should not be considered as a measure of discretionary cash available to invest in the growth of the business. There are a number of material limitations to the use of Adjusted EBITDA as an analytical tool, including the following:
 
•
Adjusted EBITDA does not reflect the Company's net realized and unrealized gains and losses;
•
Adjusted EBITDA does not reflect the Company's interest income or expense;
•
Adjusted EBITDA does not reflect the Company's income tax provision or benefit or the cash requirements to pay its income taxes;
•
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 include stock-based compensation;
•
Adjusted EBITDA does not include asset impairments;
•
Adjusted EBITDA does not include the income or losses of equity-method investees;
•
Adjusted EBITDA does not include the attribution of income or loss to non-controlling interests;
•
Adjusted EBITDA does not include discontinued operations; and
•
Adjusted EBITDA does not include certain other non-recurring and non-cash items.

The Company compensates for these limitations by relying primarily on its U.S. GAAP financial measures and by using Adjusted EBITDA only as supplemental information. The Company believes that consideration of Adjusted EBITDA, together with a careful review of its U.S. GAAP financial measures, is the most informed method of analyzing SXCL.
 
Adjusted EBITDA is derived from net income attributable to Steel Excel, and that calculation is set forth above. Because Adjusted EBITDA is not a measurement determined in accordance with U.S. GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. Revenues and expenses are measured in accordance with the policies and procedures described in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.




 About Steel Excel
 
Steel Excel, through its two business segments, Energy and Sports, is committed to acquiring, strengthening and growing profitable businesses. The Energy segment provides well servicing, workover and other services to the oil and gas industry. The Sports segment is a network of branded participatory and experience-based businesses engaged in sports, training, entertainment and consumer lifestyle.
 
The Company is based in White Plains, N.Y. (Other OTC: SXCL). Website: www.steelexcel.com.

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 SXCL's current expectations and projections about its future results, performance, prospects, and opportunities. SXCL has tried to identify these forward-looking statements by using words such as "may," "should," "expect," "hope," "anticipate," "believe," "intend," "plan," "estimate," and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause its actual results, performance, prospects, or opportunities in 2014 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These risks include, but are not limited to, our ability to deploy our capital in a manner that maximizes stockholder value; the ability to identify suitable acquisition candidates or business and investment opportunities; the inability to realize the benefits of our net operating losses; the ability to consolidate and manage our newly acquired businesses; fluctuations in demand for our services; the hazardous nature of operations in the oilfield services industry, which could result in personal injury, property damage or damage to the environment; environmental and other health and safety laws and regulations, including those relating to climate change, and general economic conditions. Although SXCL believes that the expectations reflected in these forward-looking statements are reasonable and achievable, such statements involve significant risks and uncertainties, and no assurance can be given that the actual results will be consistent with these forward-looking statements. Investors should read carefully the factors described in the "Risk Factors" section of the Company's filings with the SEC, including the Company's Form 10-K for the year ended December 31, 2013, for information regarding risk factors that could affect the Company's results. Except as otherwise required by Federal securities laws, SXCL undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.
 
 
CONTACT:
James F. McCabe, Jr.
 
Chief Financial Officer
 
(212) 520-2300
 
jmccabe@steelpartners.com