8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2015

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition.

On November 4, 2015, Steel Excel Inc. (the “Company”) issued a press release announcing financial results for its third quarter ended September 30, 2015. 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 on November 4, 2015.

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.
Date: November 4, 2015	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 on November 4, 2015.

EX-99.1

Exhibit 99.1

PRESS RELEASE

Source: Steel Excel Inc.

Steel Excel Inc. Reports 2015Third Quarter Financial Results

WHITE PLAINS, N.Y., November 4, 2015 – Steel Excel Inc. (Nasdaq Capital Market: SXCL) (“Steel Excel” or the “Company”), which operates Energy and Sports segments, today announced operating results for the three and nine months ended September 30, 2015. The results are summarized in the following paragraphs. For a full discussion of the results, please see the Company's quarterly report on Form 10-Q for the quarterly period ended September 30, 2015, which can be found at www.steelexcel.com.

Steel Excel reported net revenues of $33.5 million for the third quarter of 2015, as compared to $58.6 million for the same period of 2014. The Company incurred a loss before income taxes and equity method income of $3.7 million in the third quarter of 2015, as compared to income of $5.4 million in the 2014 period. The net loss attributable to Steel Excel for the third quarter of 2015 was $14.5 million, or $1.27 per diluted common share, as compared to a net loss of $0.2 million, or $0.01 per diluted common share, for the same period in 2014.

For the nine months ended September 30, 2015, Steel Excel reported net revenues of $108.0 million, as compared to $155.7 million for the same period of 2014. The Company incurred a loss before income taxes and equity method income of $31.8 million in the first nine months of 2015, as compared to income of $14.2 million in the 2014 period. The net loss attributable to Steel Excel for the first nine months of 2015 was $32.3 million, or $2.81 per diluted common share, as compared to net income of $9.8 million, or $0.83 per diluted common share, for the same period in 2014. At September 30, 2015, the Company had cash and marketable securities totaling $196.4 million.

For the third quarter of 2015, net revenues in the Energy segment were $23.8 million compared to $49.7 million in the 2014 quarter; net revenues in the Sports segment were $9.7 million in the 2015 quarter, compared to $8.9 million in the comparable 2014 period. For the nine months ended September 30, 2015, net revenues in the Energy segment were $90.4 million compared to $140.8 million in the 2014 period; net revenues in the Sports segment were $17.6 million in the first nine months of 2015, compared to $14.9 million in the comparable 2014 period.

The net loss for the third quarter and nine months ended September 30, 2015, includes an impairment charge of $7.9 million and $30.6 million, respectively, related to marketable securities. The net loss for the third quarter of 2015 also includes a provision for income taxes of $2.4 million; the net loss for the nine months ended September 30, 2015 includes a benefit from income taxes of $4.3 million, which consists primarily of benefits on unrealized gains on marketable securities included in comprehensive income.

The Company generated Adjusted EBITDA of $3.5 million in the third quarter of 2015, as compared to Adjusted EBITDA of $12.8 million in the 2014 quarter, a decrease of $9.3 million or 72.6%. For the nine months ended September 30, 2015, the Company generated Adjusted EBITDA of $11.7 million, as compared to Adjusted EBITDA of $30.6 million in the 2014 period, a decrease of $18.9 million or 61.9%. See "Note Regarding Use of Non-GAAP Financial Measurements" below for the definition of Adjusted EBITDA.

Financial Summary

Statements of Operations Data:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(in thousands, except per-share data)
Net revenues	$	33,480		$	58,583		$	107,975		$	155,666
Gross profit	$	6,991		$	17,183		$	21,923		$	42,244
Operating income (loss)	$	(3,109	)	$	6,180		$	(8,456	)	$	10,149
Income (loss) before income taxes and equity method income	$	(3,717	)	$	5,435		$	(31,788	)	$	14,195
Benefit from (provision for) income taxes	(2,393		)	(517		)	4,267			(1,094		)
Loss from equity method investees	(8,153		)	(4,843		)	(4,818		)	(3,402		)
Net income (loss)	(14,263		)	75			(32,339		)	9,699
Net loss (income) attributable to non-controlling interests in consolidated entities	(211		)	(238		)	79			99
Net income (loss) attributable to Steel Excel Inc.	$	(14,474	)	$	(163	)	$	(32,260	)	$	9,798
Net income (loss) attributable to Steel Excel Inc. per share of common stock - basic	$	(1.27	)	$	(0.01	)	$	(2.81	)	$	0.83
Net income (loss) attributable to Steel Excel Inc. per share of common stock - diluted	$	(1.27	)	$	(0.01	)	$	(2.81	)	$	0.83

Balance Sheet Data:

	September 30, 2015		December 31, 2014
	(in thousands)
Cash and marketable securities	$	196,381	$	190,367
Restricted cash	20,171		21,311
Property and equipment	99,676		107,187
Goodwill and intangible assets	60,417		66,646
Other investments	39,590		58,585
Other assets	22,870		35,258
Total assets	$	439,105	$	479,354
Total liabilities	$	107,558	$	121,836
Total stockholders' equity	331,547		357,518
Total liabilities and stockholders' equity	$	439,105	$	479,354

Segment Results

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(in thousands)
Net revenues:
Energy	$	23,798		$	49,701		$	90,397		$	140,767
Sports	9,682			8,882			17,578			14,899
Total net revenues	$	33,480		$	58,583		$	107,975		$	155,666
Operating income (loss) before goodwill and other asset impairments:
Energy	$	(498	)	$	8,551		$	3,692		$	21,923
Sports	789			1,146			(1,570		)	(896		)
Total segment operating income	291			9,697			2,122			21,027
Corporate and other business activities	(3,400		)	(3,517		)	(10,578		)	(10,878		)
Interest expense	(627		)	(778		)	(1,883		)	(2,468		)
Impairment of marketable securities	(7,886		)	—			(30,626		)	—
Other income (expense), net	7,905			33			9,177			6,514
Income (loss) before income taxes and equity method income	$	(3,717	)	$	5,435		$	(31,788	)	$	14,195

Supplemental Non-GAAP Disclosures

Adjusted EBITDA

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(in thousands)
Net income (loss) attributable to Steel Excel	$	(14,474	)	$	(163	)	$	(32,260	)	$	9,798
Net income (loss) attributable to non-controlling interests in consolidated entities	211			238			(79		)	(99		)
Net income (loss)	(14,263		)	75			(32,339		)	9,699
Interest expense	627			778			1,883			2,468
Provision for (benefit from) income taxes	2,393			517			(4,267		)	1,094
Loss from equity method investees	8,153			4,843			4,818			3,402
Depreciation and amortization	5,864			5,950			17,768			18,127
Impairment of marketable securities	7,886			—			30,626			—
Non-cash stock-based compensation	741			622			2,338			2,305
Other expense (income), net	(7,905		)	(33		)	(9,177		)	(6,514		)
Adjusted EBITDA	$	3,496		$	12,752		$	11,650		$	30,581

Adjusted EBITDA by Segment

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(in thousands)
Energy	$	4,942		$	14,068		$	20,177		$	38,846
Sports	1,213			$	1,578		(287		)	$	308
Corporate and other business activities	(2,659		)	(2,894		)	(8,240		)	(8,573		)
Total	$	3,496		$	12,752		$	11,650		$	30,581

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 goodwill and other 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 the Company.

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, 2014.

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 drilling and production services to the oil and gas industry. The Sports segment provides event-based sports services and other health-related services.

The Company is based in White Plains, N.Y. (Nasdaq Capital Market: 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 the Company's current expectations and projections about its future results, performance, prospects, and opportunities. The Company 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 2015 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 the price of oil and other factors resulting in volatility for the demand for our services, especially in our Energy segment; 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 the Company 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, 2014, and Form 10-Q for the quarterly period ended September 30, 2015, for information regarding risk factors that could affect the Company's results. Except as otherwise required by Federal securities laws, the Company 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