Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | STEEL PARTNERS HOLDINGS L.P. | |
Entity Central Index Key | 1,452,857 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 27,260,904 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 213,785 | $ 188,983 |
Restricted cash | 21,396 | 21,311 |
Marketable securities | 120,499 | 138,457 |
Trade and other receivables (net of allowance for doubtful accounts of $2,009 in 2015 and $2,149 in 2014) | 135,446 | 87,440 |
Receivables from related parties | 1,026 | 838 |
Loans receivable including loans held for sale of $84,168 and $40,886, respectively, net | 84,852 | 41,547 |
Inventories, net | 92,927 | 64,084 |
Deferred tax assets - current | 16,866 | 30,262 |
Prepaid expenses and other current assets | 55,133 | 15,082 |
Assets of discontinued operations | 2,500 | 76,418 |
Total current assets | 744,430 | 664,422 |
Long-term loans receivable, net | 75,328 | 76,382 |
Goodwill | 96,321 | 45,951 |
Other intangible assets, net | 140,292 | 118,550 |
Deferred tax assets - non-current | 55,093 | 45,669 |
Other non-current assets | 20,401 | 45,666 |
Property, plant and equipment, net | 225,051 | 184,314 |
Long-term investments | 275,827 | 311,951 |
Total Assets | 1,632,743 | 1,492,905 |
Current liabilities: | ||
Accounts payable | 67,077 | 34,686 |
Accrued liabilities | 53,948 | 41,133 |
Financial instruments | 21,385 | 21,311 |
Deposits | 84,740 | 87,804 |
Payable to related parties | 919 | 3,404 |
Short-term debt | 1,633 | 602 |
Current portion of long-term debt | 19,927 | 19,592 |
Deferred tax liabilities - current | 290 | 271 |
Other current liabilities | 12,617 | 8,250 |
Liabilities of discontinued operations | 450 | 13,201 |
Total current liabilities | 262,986 | 230,254 |
Long-term deposits | 102,926 | 77,056 |
Long-term debt | 237,325 | 296,282 |
Accrued pension liability | 225,446 | 208,390 |
Deferred tax liabilities - non-current | 5,904 | 5,301 |
Other liabilities | 6,889 | 11,516 |
Total Liabilities | 841,476 | 828,799 |
Commitments and Contingencies | 0 | 0 |
Capital: | ||
Partners’ capital common units: 27,355,527 and 27,566,200 issued and outstanding (after deducting 9,321,681 and 8,964,049 held in treasury, at cost of $144,738 and $138,363) at June 30, 2015 and December 31, 2014, respectively | 578,169 | 492,054 |
Accumulated other comprehensive (loss) income | (5,403) | 2,805 |
Total Partners’ Capital | 572,766 | 494,859 |
Noncontrolling interests in consolidated entities | 218,501 | 169,247 |
Total Capital | 791,267 | 664,106 |
Total Liabilities and Capital | $ 1,632,743 | $ 1,492,905 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,009 | $ 2,149 |
Loans held for sale | $ 84,168 | $ 40,886 |
Common units issued (in shares) | 27,355,527 | 27,566,200 |
Common units outstanding (in shares) | 27,355,527 | 27,566,200 |
Common units held in treasury (in shares) | 9,321,681 | 8,964,049 |
Common units held in treasury, at cost | $ 144,738 | $ 138,363 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue | ||||
Diversified industrial net sales | $ 193,271 | $ 168,546 | $ 331,253 | $ 304,033 |
Energy net sales | 35,610 | 51,924 | 74,495 | 97,083 |
Financial services revenue | 15,484 | 8,023 | 27,660 | 14,989 |
Investment and other income | 104 | 141 | 504 | 546 |
Net investment gains (losses) | 7,185 | (631) | 32,323 | (791) |
Total revenue | 251,654 | 228,003 | 466,235 | 415,860 |
Costs and expenses | ||||
Cost of goods sold | 168,339 | 157,753 | 300,033 | 291,084 |
Selling, general and administrative expenses | 50,863 | 46,558 | 110,774 | 95,614 |
Impairment charges | 22,740 | 0 | 28,338 | 0 |
Finance interest expense | 325 | 191 | 589 | 362 |
(Recovery of) Provision for loan losses | (32) | (64) | 30 | (154) |
Interest expense, net | 2,139 | 2,522 | 4,173 | 4,963 |
Realized and unrealized (gain) loss on derivatives | (312) | 606 | (105) | 466 |
Other income, net | (6,607) | (1,921) | (9,062) | (6,350) |
Total costs and expenses | 237,455 | 205,645 | 434,770 | 385,985 |
Income from continuing operations before income taxes and equity method income (loss) | 14,199 | 22,358 | 31,465 | 29,875 |
Income tax provision | 3,660 | 7,743 | 11,580 | 8,911 |
Income (Loss) from equity method investments and investments held at fair value: | ||||
(Loss) Income of associated companies, net of taxes | (820) | 2,275 | 3,829 | (15,983) |
(Loss) Income from other investments - related party | (38) | 1,475 | 361 | 1,473 |
(Loss) Income from investments held at fair value | (527) | (792) | 3,886 | (3,238) |
Net income from continuing operations | 9,154 | 17,573 | 27,961 | 3,216 |
Discontinued operations: | ||||
Income from discontinued operations, net of taxes | 0 | 3,624 | 565 | 6,393 |
(Loss) Gain on sale of discontinued operations, net of taxes | (148) | 0 | 86,258 | 42 |
Net (loss) income from discontinued operations | (148) | 3,624 | 86,823 | 6,435 |
Net income | 9,006 | 21,197 | 114,784 | 9,651 |
Net loss (income) attributable to noncontrolling interests in consolidated entities: | ||||
Continuing operations | 1,520 | (9,825) | 5,104 | (9,755) |
Discontinued operations | 53 | (1,577) | (30,878) | (2,807) |
Net income (loss) attributable to noncontrolling interests in consolidated entities | 1,573 | (11,402) | (25,774) | (12,562) |
Net income (loss) attributable to common unitholders | $ 10,579 | $ 9,795 | $ 89,010 | $ (2,911) |
Net income (loss) per common unit - basic (in dollars per share) | ||||
Net income (loss) from continuing operations (in dollars per share) | $ 0.39 | $ 0.27 | $ 1.20 | $ (0.22) |
Net income from discontinued operations (in dollars per share) | 0 | 0.07 | 2.02 | 0.12 |
Net income (loss) attributable to common unitholders (in dollars per share) | 0.39 | 0.34 | 3.22 | (0.10) |
Net income (loss) per common unit - diluted (in dollars per share) | ||||
Net income (loss) from continuing operations (in dollars per share) | 0.38 | 0.27 | 1.19 | (0.22) |
Net income from discontinued operations (in dollars per share) | 0 | 0.07 | 2.01 | 0.12 |
Net income (loss) attributable to common unitholders (in dollars per share) | $ 0.38 | $ 0.34 | $ 3.20 | $ (0.10) |
Weighted average number of common units outstanding - basic (in shares) | 27,640,332 | 28,739,858 | 27,649,363 | 29,765,843 |
Weighted average number of common units outstanding - diluted (in shares) | 27,726,222 | 28,775,440 | 27,899,699 | 29,765,843 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 9,006 | $ 21,197 | $ 114,784 | $ 9,651 | |
Other comprehensive (loss) income, net of tax: | |||||
Gross unrealized (losses) gains on available for sale securities, net of tax | (10,784) | 7,785 | 16,277 | 13,564 | |
Reclassification of unrealized losses (gains), net of tax | [1] | 5,054 | (396) | (17,609) | (1,664) |
Gross unrealized (losses) gains on available for sale securities, net of tax and reclassifications | (5,730) | 7,389 | (1,332) | 11,900 | |
Gross unrealized gain on derivative financial instruments | 11 | 0 | 11 | 0 | |
Currency translation adjustment | 1,467 | 229 | (167) | (23) | |
Change in pension liability and other post-retirement benefit obligations, net of tax | 0 | 0 | 1,627 | 0 | |
Other comprehensive (loss) income | (4,252) | 7,618 | 139 | 11,877 | |
Comprehensive income | 4,754 | 28,815 | 114,923 | 21,528 | |
Comprehensive income attributable to non-controlling interests | (4,483) | (12,254) | (34,121) | (15,099) | |
Comprehensive income attributable to common unit holders | 271 | 16,561 | 80,802 | 6,429 | |
Tax provision (benefit) on gross unrealized gains and losses on available-for-sale securities | 1,159 | 1,271 | (1,817) | 4,035 | |
Tax provision (benefit) on reclassification of unrealized gains and losses on available-for-sale securities | 6,809 | (196) | 6,718 | (862) | |
Tax provision on change in pension and other post-retirement benefit obligations | $ 0 | $ 0 | $ 395 | $ 0 | |
[1] | For the three months ended June 30, 2015 and 2014 unrealized holding losses of $12,239 and gains of $309, respectively, were reclassified to Other income, net and gains of $7,185 and $87, respectively, were reclassified to Net investment gains (losses). For the six months ended June 30, 2015 and 2014 unrealized holding losses of $12,054 and gains of $1,577, respectively, were reclassified to Other income, net and gains of $29,663 and 87, respectively, were reclassified to Net investment gains (losses). |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Reclassification of unrealized (gains) and losses, net of tax | [1] | $ 5,054 | $ (396) | $ (17,609) | $ (1,664) |
Other income, net | |||||
Reclassification of unrealized (gains) and losses, net of tax | 12,239 | (309) | 12,054 | (1,577) | |
Net Investment (Loss) Gain | |||||
Reclassification of unrealized (gains) and losses, net of tax | $ (7,185) | $ (87) | $ (29,663) | $ (87) | |
[1] | For the three months ended June 30, 2015 and 2014 unrealized holding losses of $12,239 and gains of $309, respectively, were reclassified to Other income, net and gains of $7,185 and $87, respectively, were reclassified to Net investment gains (losses). For the six months ended June 30, 2015 and 2014 unrealized holding losses of $12,054 and gains of $1,577, respectively, were reclassified to Other income, net and gains of $29,663 and 87, respectively, were reclassified to Net investment gains (losses). |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 114,784 | $ 9,651 |
Net income from discontinued operations | (86,823) | (6,435) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net investment (gains) losses | (32,323) | 791 |
Provision for (Recovery of) loan losses | 30 | (154) |
(Income) Loss of associated companies | (3,829) | 15,983 |
Income from other investments - related party | (361) | (1,473) |
(Income) Loss from investments held at fair value | (3,886) | 3,238 |
Deferred income taxes | 1,499 | 3,000 |
Non-cash income from derivatives | (296) | (89) |
Depreciation and amortization | 20,530 | 19,159 |
Amortization of debt related costs | 552 | 414 |
Reclassification of net cash settlements on derivative instruments | 100 | 554 |
Stock based compensation | 6,832 | 4,343 |
Impairment charges | 28,338 | 0 |
Other | (991) | (3,940) |
Net change in operating assets and liabilities: | ||
Receivables | (21,426) | (33,621) |
Receivables from related parties | (188) | 258 |
Inventories | (3,291) | (16,129) |
Prepaid and other assets | (3,207) | (1,474) |
Accounts payable, accrued and other liabilities | (960) | 8,063 |
Payable to related parties | (2,425) | (1,965) |
Net increase in loans held for sale | (43,283) | (7,587) |
Net cash used in operating activities of continuing operations | (30,624) | (7,413) |
Net cash (used in) provided by operating activities of discontinued operations | (2,266) | 7,861 |
Net cash (used in) provided by operating activities | (32,890) | 448 |
Cash flows from investing activities: | ||
Purchases of investments | (17,825) | (73,658) |
Proceeds from sales of investments | 59,528 | 97,736 |
Maturities of marketable securities | 8 | 4,624 |
Net increase in loans and other receivables | (4,467) | 298 |
Purchases of property and equipment | (10,404) | (15,902) |
Reclassification of restricted cash | 319 | (20,921) |
Net cash settlements on derivative instruments | (100) | (554) |
Proceeds from sale of assets | 5,678 | 1,976 |
Acquisitions, net of cash acquired | (51,504) | (517) |
Investments in associated companies | (7,607) | (144) |
Proceeds from sales of discontinued operations | 152,889 | 0 |
Net cash used in investing activities of discontinued operations | (75) | (1,490) |
Other | (184) | (3,000) |
Net cash provided by (used in) investing activities | 126,256 | (11,552) |
Cash flows from financing activities: | ||
Proceeds from term loans | 1,430 | 4,500 |
Net revolver (repayments) borrowings | (78,052) | 46,932 |
Net borrowings of term loans – foreign | 268 | 323 |
Repayments of term loans – domestic | (7,448) | (13,016) |
Subsidiary's purchases of the Company's common units | (4,458) | (5,252) |
Purchases of the Company's common units | (1,917) | (49,470) |
Subsidiary's purchases of their common stock | (268) | (10,274) |
Purchase of subsidiary shares from non-controlling interests | (93) | (3,045) |
Deferred finance charges | (328) | (88) |
Net change in overdrafts | (176) | 1,912 |
Net increase in deposits | 22,806 | 1,782 |
Other | (191) | 776 |
Net cash provided by financing activities of discontinued operations | 0 | 1,495 |
Net cash used in financing activities | (68,427) | (23,425) |
Net change for the period | 24,939 | (34,529) |
Effect of exchange rate changes on cash and cash equivalents | (137) | 54 |
Cash and cash equivalents at beginning of period | 188,983 | 203,980 |
Cash and cash equivalents at end of period | 213,785 | 169,505 |
Cash paid during the period for: | ||
Interest | 4,762 | 5,738 |
Taxes | 10,756 | 6,517 |
Non-cash investing activities: | ||
Reclassification of investment in associated company to cost of an acquisition | 66,239 | 0 |
Reclassification of available-for-sale securities to equity method investment | 10,858 | 27,647 |
Securities received in exchange for financial instrument obligations | 76 | 19,341 |
Securities delivered in exchange for settlement of financial instrument obligations | 76 | 0 |
Net increase in restricted cash from purchase of foreign currency financial instruments | 0 | (911) |
Non-cash financing activities: | ||
Repurchase of common stock by subsidiary not paid | 0 | (10,023) |
Restricted stock awards surrendered to satisfy tax withholding obligations upon vesting | 32 | 0 |
Contribution of advances by non-controlling interest of subsidiary | 0 | 268 |
Subsidiary restricted stock awards surrendered to satisfy withholding upon vesting | $ 0 | $ 14 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Partners Capital - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total Partners' Capital | Common Units | Treasury Units | Partners' Capital | Accumulated Other Comprehensive Income | Non-controlling interests in Consolidated Entities |
Balance at beginning of year at Dec. 31, 2014 | $ 664,106 | $ 494,859 | $ (138,363) | $ 492,054 | $ 2,805 | $ 169,247 | |
Balance at beginning of year (in shares) at Dec. 31, 2014 | 27,566,200 | 36,530,249 | 8,964,049 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net income | $ 114,784 | 89,010 | 89,010 | 25,774 | |||
Unrealized (loss) gain on available-for-sale investments | (1,332) | (9,304) | (9,304) | 7,972 | |||
Unrealized gain on derivative financial instruments | 11 | 9 | 9 | 2 | |||
Currency translation adjustment | (167) | 11 | 11 | (178) | |||
Changes in post-retirement benefit obligations | 1,627 | 1,076 | 1,076 | 551 | |||
Acquisition of CoSine | 12,842 | 12,842 | |||||
Units issued and vesting of restricted units | 3,091 | 3,091 | 3,091 | ||||
Units issued and vesting of restricted units (shares) | 146,959 | ||||||
Equity compensation- subsidiaries | 2,860 | 1,766 | 1,766 | 1,094 | |||
Subsidiary's purchases of the Company's common units | (4,458) | (4,458) | $ (4,458) | (4,458) | |||
Subsidiary's purchases of the Company's common units (in shares) | (249,632) | ||||||
Purchases of SPLP common units | (1,917) | (1,917) | $ (1,917) | (1,917) | |||
Purchases of SPLP common units (in shares) | (108,000) | ||||||
Subsidiary's purchases of their common stock | (268) | 237 | 237 | (505) | |||
Purchases of subsidiary shares from noncontrolling interests | (93) | (1,793) | (1,793) | 1,700 | |||
Other, net | 181 | 179 | 179 | 2 | |||
Balance at end of year at Jun. 30, 2015 | $ 791,267 | $ 572,766 | $ (144,738) | $ 578,169 | $ (5,403) | $ 218,501 | |
Balance at end of period (in shares) at Jun. 30, 2015 | 27,355,527 | 36,677,208 | 9,321,681 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | NATURE OF THE BUSINESS AND BASIS OF PRESENTATION Nature of the Business Steel Partners Holdings L.P. ("SPLP" or the "Company") is a global diversified holding company that engages in multiple businesses through consolidated subsidiaries, associated companies and other interests. It owns and operates businesses and has significant interests in companies in various industries, including diversified industrial products, energy, defense, supply chain management and logistics, banking and youth sports. The Company works with its businesses to increase corporate value for all stakeholders by utilizing Steel Partners Operational Excellence programs, the Steel Partners Purchasing Council, Steel Partners Corporate Services, balance sheet improvements, capital allocation policies and growth initiatives. All of the Company's programs are focused on helping SPLP companies strengthen their competitive advantage and increase their profitability, while enabling them to achieve operational excellence and enhanced customer satisfaction. SPLP operates through the following segments: Diversified Industrial, Energy, Financial Services, and Corporate and Other 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 (the “Manager”), pursuant to the terms of an amended and restated management agreement (the “Management Agreement”) discussed in further detail in Note 12 - "Related party Transactions". Basis of Presentation The consolidated balance sheet as of December 31, 2014, which has been derived from audited financial statements, and the unaudited consolidated financial statements included herein have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted in accordance with those rules and regulations. The Company believes that the disclosures made are adequate to make the information not misleading. This quarterly report on Form 10-Q should be read in conjunction with the Company's audited consolidated financial statements on Form 10-K for the year ended December 31, 2014. Certain amounts for the prior year have been reclassified to conform to the current year presentation. In the opinion of management, the interim financial statements reflect all normal and recurring adjustments necessary to present fairly the consolidated financial position and the results of operations and changes in cash flows for the interim periods. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on historical experience, expected future cash flows and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the operating results for the full year. During 2015, one of the Company's subsidiaries, Steel Excel, identified an error related to the manner in which the provision for income taxes had reflected the tax effects related to unrealized gains and losses on available for sale securities during 2014 and 2013. As a result, the Company recorded an adjustment to correct the error in the first quarter of 2015 to its tax provision of approximately $3,500 , which is included in the Consolidated Statements of Operations for the six months ended June 30, 2015 . The consolidated financial statements include the accounts of the Company and its majority or wholly-owned subsidiaries, which include the following: Ownership as of June 30, 2015 December 31, 2014 BNS Liquidating Trust ("BNS Liquidating Trust") 84.9 % 84.9 % CoSine Communications, Inc. ("CoSine") (a) 80.6 % 48.3 % DGT Holdings Corp. ("DGT") (b) 82.7 % 82.7 % Handy & Harman Ltd. ("HNH") 66.1 % 66.2 % SPH Services, Inc. ("SPH Services") 100.0 % 100.0 % Steel Excel Inc. ("Steel Excel") 57.1 % 57.9 % WebFinancial Holding Corporation ("WebFinancial") 100.0 % 100.0 % (a) CoSine became a majority-owned subsidiary in the first quarter of 2015, and during the second quarter of 2015 CoSine acquired API Group plc ("API") (see Note 2 - "Acquisitions" for additional information). (b) DGT’s financial statements are recorded on a two-month lag, and as a result, the Company's Consolidated Balance Sheet and Consolidated Statement of Operations as of and for the three and six months ended June 30, 2015 includes DGT’s activity as of and for its three and six months ended April 30, 2015. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and the guidance defines a five step process to achieve this core principle. The ASU is scheduled to be effective for the Company's 2017 fiscal year, however, the FASB affirmed its proposal to defer the effective date of the new revenue standard for all entities by one year. The ASU may be applied either (i) retrospectively to each prior reporting period presented with an election for certain specified practical expedients, or (ii) retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application, with additional disclosure requirements. The Company is evaluating the potential impact of this new guidance, but does not currently anticipate that the application of ASU No. 2014-09 will have a significant effect on its financial condition, results of operations or its cash flows. We have not yet determined the method by which we will adopt the standard. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments do not apply to inventory that is measured using the last-in, first-out ("LIFO") cost method. The Company is currently evaluating the potential impact of this new guidance, which is effective for the Company's 2017 fiscal year. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS 2015 Acquisitions CoSine Acquisition Description of the Transaction On January 20, 2015 ("CoSine Acquisition Date"), the Company entered into a contribution agreement (the “Contribution Agreement”) with CoSine. Pursuant to the Contribution Agreement, the Company contributed (i) 24,807,203 ordinary shares of API and (ii) 445,456 shares of common stock of Nathan’s Famous, Inc. ("Nathan's") to CoSine in exchange for 16,500,000 shares of newly issued CoSine common stock and 12,761 shares of newly issued 7.5% series B non-voting preferred stock, which increased our ownership of CoSine to approximately 80% . Prior to obtaining a controlling interest, SPLP owned approximately 48% of the outstanding shares of CoSine, and its investment was accounted for under the traditional equity method. As a result of the above transaction, CoSine became a majority-owned controlled subsidiary and is consolidated with SPLP from the CoSine Acquisition Date. Prior to CoSine's Acquisition of API, CoSine was included in the Corporate and Other segment. Beginning in the second quarter of 2015, CoSine is included in the Diversified Industrial segment. The Contribution Agreement was the first step in a plan for a wholly owned UK subsidiary of CoSine ("BidCo") to make an offer (the “Offer”), which commenced on February 4, 2015, to acquire all of the issued and to be issued shares in API for 60 pence in cash per API share not already owned by BidCo. As a result of the Offer, BidCo owned approximately 98% of API as of March 31, 2015, however CoSine did not obtain control over the operations of API until April 17, 2015 (see the "CoSine's Acquisition of API" section below). Fair Value of Consideration Paid As of the CoSine Acquisition Date, the fair value of the Company's previously held equity interest and the noncontrolling interest in CoSine were valued at approximately $2.51 per share. Accordingly, the Company remeasured its previously held equity interest to a fair value of approximately $12,011 , resulting in an investment gain of approximately $6,900 which is included in Net investment gains (losses) in the Consolidated Statements of Operations in the first quarter of 2015. The table below details the consideration paid to acquire the controlling interest in CoSine: Fair Value of Consideration Paid Previously held common equity of CoSine 4,779,721 Fair Value Per Share (a) $ 2.51 $ 12,011 Shares of API transferred to CoSine 24,807,203 Fair Value Per Share (b) $ 0.92 22,823 Shares of Nathan's transferred to CoSine 445,456 Fair Value Per Share (c) $ 70.50 31,405 $ 66,239 (a) Based on comparable company trading multiples and discounted cash flow analysis. (b) Represents the Offer price of 60 pence at the U.S. dollar to GBP exchange rate on the CoSine Acquisition Date. (c) Determined by analysis of other publicly traded companies. Allocation of Consideration Paid The following table summarizes the preliminary estimates of the fair values of the assets acquired and liabilities assumed as of the CoSine Acquisition Date as well as the fair value of the noncontrolling interest in CoSine: Amount Assets: Cash $ 17,614 Prepaid expenses and other current assets 7 Investments 54,228 Goodwill 8,295 Total assets acquired 80,144 Liabilities: Accounts payable 280 Other accrued Liabilities 783 Total liabilities assumed 1,063 Fair value of noncontrolling interest 12,842 Net assets acquired $ 66,239 CoSine's Acquisition of API Description of the Transaction As discussed above, CoSine obtained control over the operations of API on April 17, 2015 ("API Acquisition Date"), at which time API became a majority-owned subsidiary of CoSine. API is a manufacturer and distributor of foils, films and laminates used to enhance the visual appeal of products and packaging. API is headquartered in Cheshire, England. Fair Value of Consideration Paid The table below details the consideration paid to acquire the controlling interest in API: Fair Value of Consideration Paid Previously held common equity of API $ 22,861 Cash paid for additional API equity 47,866 $ 70,727 Allocation of Consideration Paid The following table summarizes the preliminary estimates of the fair values of the assets acquired an d liabilities assumed as of the API Acquisition Date: Amount Assets: Cash $ 5,989 Trade and other receivables 24,160 Inventories 23,714 Prepaid expenses and other current assets 6,452 Property, plant and equipment 43,928 Other non-current assets 1,395 Goodwill 20,327 Other intangible assets 23,977 Total assets acquired 149,942 Liabilities: Accounts payable 24,639 Accrued liabilities 6,025 Short-term debt 2,105 Long-term debt 23,348 Accrued pension liability 22,006 Deferred income taxes 1,092 Total liabilities assumed 79,215 Net assets acquired $ 70,727 The preliminary purchase price allocation is subject to finalization of valuations of certain acquired assets. All of the goodwill is assigned to SPLP's Diversified Industrial segment and is not expected to be deductible for income tax purposes. Other intangibles consist primarily of acquired trade names of $5,222 and customer relationships of $18,738 . Based on our preliminary evaluation, the trade names have been assigned a 10 -year useful life based on the long operating history, broad market recognition and continued demand for the associated brands, and customer relationships have been assigned a 7 -year life based on the expected turnover of API's existing customer base. The valuation of acquired trade names was performed utilizing a relief from royalty method, and significant assumptions used in the valuation include the royalty rate assumed and the expected level of future sales. The acquired customer relationships were valued using an excess earnings approach, and significant assumptions used in the valuation include the customer attrition rate assumed and the expected level of future sales. Pro Forma Results The following unaudited pro forma results of operations assumes that the API acquisition was made at the beginning of 2014. This unaudited pro forma information does not purport to be indicative of the results that would have been obtained if the acquisitions had actually occurred at the beginning of the year prior to acquisition, nor of the results that may be reported in the future. The 2015 supplemental pro forma earnings reflect adjustments to exclude $1,161 of acquisition-related costs incurred in 2015 and $1,028 of nonrecurring expense related to the fair value adjustment to acquisition-date inventories. As required, the 2014 supplemental pro forma earnings were adjusted to include such charges. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue $ 265,213 $ 275,049 $ 521,359 $ 511,625 Net income (loss) attributable to common unitholders 11,304 11,036 89,188 (413 ) Net income (loss) per common unit - basic 0.41 0.38 3.23 (0.01 ) Net income (loss) per common unit - diluted 0.41 0.38 3.20 (0.01 ) The amount of net sales of Cosine and its API subsidiary included in the Company’s Consolidated Statement of Operations for the second quarter and six months ended June 30, 2015 totaled approximately $26,796 . The amount of operating income or loss of Cosine and its API subsidiary included in the Company’s Consolidated Statement of Operations for the second quarter and six months ended June 30, 2015 totaled income of approximately $1,500 and a loss of $968 , respectively. The results of operations of CoSine and its API subsidiary are included within the Diversified Industrial segment beginning in the second quarter of 2015. HNH Acquisition of ITW Polymers Sealants North America Inc. (“ITW”) On March 31, 2015, HNH, through its indirect subsidiary, OMG, Inc. (“OMG”), acquired certain assets and assumed certain liabilities of ITW, which are used in the business of manufacturing two-component polyurethane adhesive for the roofing industry for a cash purchase price of $27,400 , reflecting a final working capital adjustment of $400 . The assets acquired and liabilities assumed primarily include net working capital of inventories and accrued liabilities; property, plant and equipment; and intangible assets, primarily unpatented technology, valued at $1,700 , $100 and $4,400 , respectively, on a preliminary basis. ITW was the exclusive supplier of certain adhesive products to OMG, and this acquisition will provide OMG with greater control of its supply chain and allow OMG to expand its product development initiatives. The results of operations of the acquired business are reported within the Company's Diversified Industrial segment. In connection with the ITW acquisition, HNH has recorded goodwill totaling approximately $21,300 on a preliminary basis, which is expected to be deductible for income tax purposes. 2014 Acquisitions There were no significant acquisitions in 2014. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS Assets and Liabilities of discontinued operations at June 30, 2015 include certain assets and liabilities relating to a sports business owned by Steel Excel and a building owned by DGT, which is held for sale. Assets and Liabilities of discontinued operations at December 31, 2014 include assets and liabilities relating to HNH's discontinued operations, primarily Arlon LLC ("Arlon"), a sports business owned by Steel Excel and a building owned by DGT, which is held for sale. June 30, 2015 December 31, 2014 Assets of discontinued operations: Trade and other receivables $ — $ 16,044 Inventories, net — 8,294 Other current assets — 811 Goodwill — 6,582 Other intangible assets, net — 14,230 Property, plant and equipment, net 2,500 30,457 Total assets $ 2,500 $ 76,418 Liabilities of discontinued operations: Trade payables and accrued liabilities $ 450 $ 6,702 Other current liabilities — 3,986 Accrued pension liability — 1,794 Other liabilities — 719 Total liabilities $ 450 $ 13,201 Summary results for our discontinued operations included in the Company's Consolidated Statements of Operations are detailed in the table below. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 (b) 2015 (a) 2014 (b) Sales $ — $ 26,946 $ 5,952 $ 53,306 Net income — 3,624 565 6,393 Income (loss) after taxes and noncontrolling interests 2 2,046 (1,115 ) 3,604 (Loss) Gain on sale of discontinued operations after taxes and noncontrolling interests (99 ) — 57,059 23 (a) Includes gain on sale of Arlon. (b) Includes the operations of Arlon and the gain on disposal of certain assets recorded by HNH. Arlon On December 18, 2014, HNH entered into a contract to sell its Arlon business for $157,000 in cash, less transaction fees, subject to a final working capital adjustment and certain potential reductions as provided in the stock purchase agreement. The closing of the sale occurred in January 2015. The operations of Arlon, which manufactures high performance materials for the printed circuit board industry and silicone rubber-based materials, were part of SPLP's Diversified Industrial segment. The closing of the sale occurred in January 2015. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS A) Short-Term Investments Marketable Securities The Company's short-term investments primarily consist of its marketable securities portfolio held by its subsidiary, Steel Excel. These marketable securities as of June 30, 2015 , and December 31, 2014 , are classified as "available-for-sale" securities, with changes in fair value recognized in stockholders' equity as Other comprehensive income (loss), except for other-than-temporary impairments, which are reflected as a reduction of cost and charged to operations. The classification of marketable securities as a current asset is based on the intended holding period and realizability of the investment. The Company's portfolio of marketable securities was as follows: June 30, 2015 December 31, 2014 Cost Gross Unrealized Gains Gross Unrealized Losses Fair value Cost Gross Unrealized Gains Gross Unrealized Losses Fair value Available for sale securities Short-term deposits $ 39,697 $ — $ — $ 39,697 $ 42,681 $ — $ — $ 42,681 Mutual funds 11,835 4,526 — 16,361 17,030 4,262 (322 ) 20,970 Equity securities 64,703 7,636 (2,499 ) 69,840 103,761 7,821 (23,732 ) 87,850 Corporate obligations 35,205 659 (1,566 ) 34,298 32,486 592 (3,441 ) 29,637 Total marketable securities 151,440 12,821 (4,065 ) 160,196 195,958 12,675 (27,495 ) 181,138 Amounts classified as cash equivalents (39,697 ) — — (39,697 ) (42,681 ) — — (42,681 ) Amounts classified as marketable securities $ 111,743 $ 12,821 $ (4,065 ) $ 120,499 $ 153,277 $ 12,675 $ (27,495 ) $ 138,457 Proceeds from sales of marketable securities were $26,804 and $55,200 in the three months ended June 30, 2015 and 2014 , respectively, and were $49,902 and $95,700 in the six months ended June 30, 2015 and 2014 , respectively. The Company determines gains and losses from sales of marketable securities based on specific identification of the securities sold. Gross realized gains and losses from sales of marketable securities, all of which are reported as a component of Other income, net in the Consolidated Statements of Operations, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Gross realized gains $ 3,410 $ 3,196 $ 4,600 $ 6,396 Gross realized losses (418 ) (1,120 ) (793 ) (1,329 ) Realized gains, net $ 2,992 $ 2,076 $ 3,807 $ 5,067 The fair value of marketable securities with unrealized losses at June 30, 2015 , and the duration of time such losses had been unrealized were as follows: Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate securities $ 18,790 $ (2,499 ) $ — $ — $ 18,790 $ (2,499 ) Corporate obligations 8,507 (1,412 ) 4,692 (154 ) 13,199 (1,566 ) Total $ 27,297 $ (3,911 ) $ 4,692 $ (154 ) $ 31,989 $ (4,065 ) The fair value of marketable securities with unrealized losses at December 31, 2014 , all of which had unrealized losses for periods of less than twelve months were as follows: Fair Value Gross Unrealized Losses Corporate securities $ 39,869 $ (23,732 ) Corporate obligations 13,530 (3,441 ) Mutual funds 4,873 (322 ) Total $ 58,272 $ (27,495 ) Gross unrealized losses primarily related to losses on corporate securities and corporate obligations, which primarily consist of investments in equity and debt securities of publicly-traded entities. Based on Steel Excel's evaluation of such securities, it determined that certain unrealized losses represented other-than-temporary impairments as of June 30, 2015 . This determination was based on several factors, including adverse changes in the market conditions and economic environments in which the entities operate. Steel Excel recognized an impairment charge of approximately $22,700 for the three and six months ended June 30, 2015 , equal to the cost basis of such securities in excess of their fair values. Steel Excel has determined that there was no indication of other-than-temporary impairments on its other investments with unrealized losses as of June 30, 2015 . This determination was based on several factors, including the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the entity, and the intent and ability to hold the corporate securities for a period of time sufficient to allow for any anticipated recovery in market value. The amortized cost and estimated fair value of available-for-sale debt securities and marketable securities with no contractual maturities as of June 30, 2015 , by contractual maturity, were as follows: Cost Estimated Fair Value Mature in one year or less $ — $ — Mature after one year through three years — — Mature after three years 35,205 34,298 Total debt securities 35,205 34,298 Securities with no contractual maturities 116,235 125,898 $ 151,440 $ 160,196 B) Long-Term Investments The following table summarizes the Company's long-term investments as of June 30, 2015 and December 31, 2014 . For those investments at fair value, the carrying amount of the investment equals its respective fair value. Investment Balance Income (Loss) Recorded in Statement of Operations Three Months Ended June 30, Six Months Ended June 30, (A) AVAILABLE-FOR-SALE SECURITIES June 30, 2015 December 31, 2014 2015 2014 2015 2014 Fair Value Changes Recorded in Accumulated Other Comprehensive Income: Equity securities - U.S. (1) Aerospace/Defense $ 86,170 $ 76,512 Restaurants — 35,637 Manufacturing 431 — Other 569 572 87,170 112,721 Fair Value Changes Recorded in Consolidated Statement of Operations: API (1) — 18,373 $ — $ 159 $ 4,450 $ 160 87,170 131,094 $ — $ 159 $ 4,450 $ 160 (B) EQUITY METHOD INVESTMENTS Investments in Associated Companies: June 30, 2015 December 31, 2014 At Cost: Ownership CoSine 80.6 % 48.3 % — 5,521 $ — $ (80 ) $ (602 ) $ (206 ) Other (5) 6,805 5,705 (149 ) (665 ) (286 ) (2,098 ) At Fair Value: ModusLink Global Solutions, Inc. ("MLNK") (1) 31.5 % 27.7 % 56,865 54,086 (5,779 ) (5,182 ) (4,053 ) (22,460 ) SL Industries, Inc. ("SLI") (1) 25.3 % 24.0 % 38,411 38,799 (4,119 ) 4,915 (388 ) 2,388 JPS Industries, Inc. ("JPS") (1) 38.7 % 38.7 % 43,835 38,406 3,660 (201 ) 5,429 3,016 API Technologies Corp. ("API Tech") (1) 20.6 % 20.6 % 28,700 24,355 5,031 3,539 4,345 3,539 Aviat Networks, Inc. ("Aviat") (1) 12.9 % — % 10,134 — 563 — (724 ) — Other (2) 43.8 % 43.8 % 2,271 2,163 (27 ) (51 ) 108 (162 ) 187,021 169,035 $ (820 ) $ 2,275 $ 3,829 $ (15,983 ) Other Investments at Fair Value - Related Party: SPII Liquidating Trust - Series D ( Fox & Hound) (3) — — $ — $ (3 ) $ — $ (3 ) SPII Liquidating Trust - Series G (SPCA) (2), (3) — 6,811 (36 ) 558 447 456 SPII Liquidating Trust - Series H (SPJSF) (2), (4) — 2,812 (2 ) 920 (86 ) 1,020 — 9,623 $ (38 ) $ 1,475 $ 361 $ 1,473 (C) OTHER INVESTMENTS ModusLink Warrants (2) 1,636 2,199 $ (527 ) $ (951 ) $ (564 ) $ (3,398 ) Total Long-Term Investments $ 275,827 $ 311,951 (1) Level 1 investment. Equity securities totaling $87,170 and $112,721 were classified as Level 1 investments as of June 30, 2015 and December 31, 2014 , respectively. (2) Level 3 investment. For additional information related to the Company's Level 3 investments, see Note 5 - "Fair Value Measurements." (3) Steel Partners China Access I L.P. Trust H was liquidated during the first quarter of 2015. (4) Steel Partners Japan Strategic Fund, L.P. Trust G was liquidated during the second quarter of 2015. (5) Represents Steel Excel's investments in a sports business and iGo, Inc. ("iGo") of 40.0% and 46.9% , respectively and a 50% investment in API Optix s.r.o ("API Optix"), a joint venture investment held by CoSine's API subsidiary. The following table presents activity for the available-for-sale securities presented in the table above for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (A) AVAILABLE-FOR-SALE SECURITIES Fair Value Changes Recorded in Accumulated Other Comprehensive (Loss) Income: Proceeds from sales $ — $ 468 $ — $ 468 Gross gains from sales $ — $ 31 $ — $ 31 Gross losses from sales — — — — Net investment gain $ — $ 31 $ — $ 31 Change in net unrealized holding (losses) gains included in Accumulated other comprehensive (loss) income $ (10,830 ) $ 5,719 $ 9,651 $ 6,240 Reclassified out of Accumulated other comprehensive (loss) income : Unrealized gains $ 7,185 $ 86 $ 29,663 $ 86 Unrealized losses — — — — Total $ 7,185 $ 86 $ 29,663 $ 86 (A) AVAILABLE-FOR-SALE SECURITIES Fair Value Changes Recorded in Accumulated Other Comprehensive (Loss) Income For purposes of determining gross realized gains and losses, the cost of securities sold is based on specific identification. Gross unrealized gains and gross unrealized losses are reported in Accumulated other comprehensive (loss) income in the Company's Consolidated Balance Sheets. In January 2015 the Company contributed Nathan’s, one if its available -for-sale securities, to CoSine in exchange for additional CoSine equity (see Note 2 - "Acquisitions" for additional information). Also, in the first six months of 2015, Cosine sold all 445,456 shares of Nathan's for proceeds of approximately $33,202 and received a special dividend of approximately $5,500 which is included in Other income, net in the Consolidated Statement of Operations for the six months ended June 30, 2015. As a result, management determined there to be an other-than-temporary impairment in the stock price and recorded an impairment charge of approximately $5,500 . The cost basis and unrealized gains and losses related to our available-for-sale securities which are classified as long-term investments are as follows: June 30, 2015 December 31, 2014 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Aerospace/Defense $ 11,675 $ 74,495 $ — $ 86,170 $ 11,675 $ 64,837 $ — $ 76,512 Restaurants — — — — 5,974 29,663 — 35,637 Manufacturing 435 — (4 ) 431 — — — — Other 575 — (6 ) 569 575 — (3 ) 572 $ 12,685 $ 74,495 $ (10 ) $ 87,170 $ 18,224 $ 94,500 $ (3 ) $ 112,721 Fair Value Changes Recorded in Consolidated Statement of Operations Available-for-sale securities that are classified as long-term investments also included the Company's investment in API prior to its acquisition by CoSine. Changes in the fair value of this investment were reported in the Company's Consolidated Statements of Operations as Income (loss) from investments held at fair value. In January 2015, the Company contributed its investment in API to CoSine in exchange for additional CoSine equity. CoSine subsequently acquired all of the remaining outstanding shares of API which became a consolidated subsidiary in the second quarter of 2015 (see Note 2 - "Acquisitions" for additional information). (B) EQUITY METHOD INVESTMENTS Investments in Associated Companies The Company’s investments in associated companies are accounted for under the equity method of accounting. The Company elected to record certain investments under the equity method at fair value beginning on the dates these investments became subject to the equity method. Associated companies are included in the Diversified Industrial, Energy or Corporate segments. Certain associated companies have a fiscal year end that differs from December 31. Additional information for each of SPLP's investments in associated companies that have impacted the Company's Consolidated Statements of Operations during 2015 or 2014 follows: Equity Method • Prior to acquiring a controlling interest in CoSine in the first quarter of 2015, the Company's investment in CoSine was accounted for under the traditional equity method. For additional information on the acquisition of CoSine and its related tender offer for the shares of API, see Note 2 - "Acquisitions." • Steel Excel has an investment in a sports business and in iGo, a provider of accessories for mobile devices. These investments are being accounted for under the traditional equity method as associated companies. Based on the closing market price of iGo's publicly-traded shares, the value of the investment in iGo was approximately $2,870 and $3,400 at June 30, 2015 and December 31, 2014, respectively. • CoSine's API subsidiary has a 50% joint venture in API Optix with IQ Structures s.r.o. API Optix provides development and origination services in the field of micro and nano-scale surface relief technology. The investment, based in Prague, Czech Republic, is being accounted for under the traditional equity method as an associated company. Equity Method, At Fair Value: • MLNK provides supply chain and logistics services to companies in consumer electronics, communications, computing, medical devices, software, luxury goods and retail. MLNK also issued the Company warrants to purchase an additional 2,000,000 shares at $5.00 per share. See the "Other Investments" section of this Note for a further description of these warrants and their valuation for financial statement reporting. These warrants will expire in March 2018. • SLI is a publicly traded company that designs, manufactures and markets power electronics, motion control, power protection and specialized communication equipment. • JPS is a U.S. manufacturer of extruded urethanes, ethylene vinyl acetates and mechanically formed glass and aramid substrate materials for specialty applications in a wide expanse of markets requiring highly engineered components. On June 1, 2015, HNH announced that it entered into a definitive merger agreement to acquire the outstanding shares of JPS, other than the shares owned by the Company, for $11.00 per share. Following the consummation of the merger, pursuant to a separate agreement between HNH and the Company, the Company will exchange its shares of JPS common stock for shares of common stock of HNH, based on an $11.00 per share valuation for the JPS shares, so that HNH will own 100% of the shares of JPS. HNH completed its merger with JPS in July 2015 and the Company exchanged its shares of JPS for shares of HNH in August 2015 (see Note 21 - "Subsequent Events" for additional information). • In May 2014, Steel Excel increased its holdings of the common stock of API Tech to 20.6% . API Tech is a designer and manufacturer of high performance systems, subsystems, modules, and components. Effective as of that date, the investment in API Tech has been accounted for as an equity method investment using the fair value option. Steel Excel elected the fair value option to account for its investment in API Tech in order to more appropriately reflect the value of API Tech in its financial statements. Prior to such time, the investment in API Tech was accounted for as an available-for-sale security, and upon the change in classification the Company recognized a loss of approximately $600 that had previously been included as a component of Accumulated other comprehensive (loss) income. • In January 2015, two members of Steel Excel's board of directors were appointed to the eight -member board of directors of Aviat Networks, Inc. ("Aviat"), a global provider of microwave networking solutions. At the time of the appointment, Steel Excel held 8,041,892 shares of Aviat, or approximately 12.9% of the total outstanding common stock. Effective as of the date of the appointment, the investment in Aviat has been accounted for as an equity-method investment as Steel Excel’s voting interest and board representation provide it with significant influence over Aviat's operations. Steel Excel elected the fair value option to account for its investment in Aviat, with changes in fair value based on the market price of Aviat's common stock recognized currently as income or loss from equity method investees, in order to more appropriately reflect the value of Aviat in its financial statements. Prior to such time the investment in Aviat was accounted for as an available-for-sale security, and upon the change in classification Steel Excel recognized a loss of approximately $2,800 that had previously been included as a component of Accumulated other comprehensive (loss) income. • The Other investment represents the Company's investment in a Japanese real estate partnership. Associated Company Information The below summary balance sheet amounts are for the nearest practicable period. The below summary income statement amounts include results for associated companies for the periods in which they were accounted for as an associated company, or the nearest practicable corresponding period. This summary data may be derived from unaudited financial statements and may contain a lag. June 30, 2015 December 31, 2014 Summary of balance sheet amounts: Current assets $ 589,652 $ 556,571 Noncurrent assets 139,934 160,202 Total assets $ 729,586 $ 716,773 Current liabilities $ 294,784 $ 257,559 Noncurrent liabilities 114,358 113,217 Total liabilities 409,142 370,776 Parent equity 320,444 345,997 Total liabilities and equity $ 729,586 $ 716,773 Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Summary income statement amounts: Revenue $ 197,805 $ 269,715 $ 418,872 $ 553,114 Gross profit 32,339 40,714 63,527 87,789 Loss from continuing operations (8,146 ) (5,049 ) (6,256 ) (3,204 ) Net (loss) income after noncontrolling interests (8,308 ) 2,721 (1,313 ) 5,170 Other Investments at Fair Value - Related Party Other investments - related party, consist of the Company’s investment in each series of the SPII Liquidating Trust (see Note 12 - “Related Party Transactions”) accounted for under the equity method. In February 2015, the SPII Liquidating Trust comprising Trust H was fully liquidated. As a result, the Company received its proportional interest of the cash and investments in Trust H totaling approximately $2,730 . There was no gain or loss recorded on the transaction. Also, in June 2015, the SPII Liquidating Trust comprising Trust G was fully liquidated. As a result, the Company received its proportional interest of the cash and investments in Trust G totaling approximately $6,913 . There was no gain or loss recorded on the transaction. All series of the SP II Liquidating Trust have now been liquidated. The purpose of the SPII Liquidating Trust was to effect the orderly liquidation of certain assets previously held by Steel Partners II, L.P. ("SPII"). SPLP’s financial position, financial performance and cash flows were affected by the extent to which the operations of the SPII Liquidating Trust results in realized or unrealized gains (losses) and by distributions it makes in each reporting period. The Company held variable interests in each series of the SPII Liquidating Trust. Each series of the SPII Liquidating Trust was separate and distinct with respect to its assets, liabilities and net assets. Each individual series had no liability or claim with respect to the liabilities or assets of the other series. Each series shared in the costs, assets and liabilities, if any, that are not specifically attributable to a particular series. Each series generally held the securities related to a specific investment and cash for operating expenses of the series. The fair values for the investments in the SPII Liquidating Trust were been estimated using the net asset value of such interests as reported by the SPII Liquidating Trust. The following tables provide combined summarized data with respect to the other investments - related party accounted for under the equity method, at fair value: June 30, 2015 December 31, 2014 Summary of balance sheet amounts: Total assets $ 943 $ 21,966 Total liabilities (943 ) — Net Asset Value $ — $ 21,966 Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Summary income statement amounts: Net (decrease) increase in net assets from operations $ (53 ) $ 3,246 $ 826 $ 3,254 (C) OTHER INVESTMENTS In connection with the acquisition of MLNK common shares in March 2013, the Company received warrants ("ModusLink Warrants") to acquire an additional 2,000,000 shares at an exercise price of $5.00 per share. The ModusLink Warrants are accounted for as an asset at fair value with changes in fair value recognized each period in Income (Loss) from investments held at fair value in the Company's Consolidated Statements of Operations. The ModusLink warrants have a life of 5 years and are valued using the Black-Scholes option pricing model. Assumptions used in the current valuation were as follows: 1) volatility of 52.4% 2) term of 2.7 years 3) risk free interest rate of 1.630% based on the U.S. Treasury bill yield, and 4) an expected dividend of $0 . LIMITED PARTNERSHIP INVESTMENT AND PROMISSORY NOTE Steel Excel also has other investments which include a $25,000 cost-method investment in a limited partnership that co-invested with other private investment funds in a public company. This investment is included in Prepaid and other current assets in the Company's Consolidated Balance Sheets at June 30, 2015, as the limited partnership will be liquidated in August 2015, with Steel Excel to receive either cash or its proportionate share of equity of the public company investee.This investment was previously classified in Other non-current assets at December 31, 2014. Upon liquidation, Steel Excel will recognize a gain or loss equal to the difference between the fair value of the assets received and the carrying value. The investment in the limited partnership had an approximate fair value of $33,400 and $28,600 at June 30, 2015 and December 31, 2014, respectively, based on the net asset value included in the monthly statement it receives from the partnership. Steel Excel's other investments at June 30, 2015 , include an investment in a venture capital fund totaling $500 and a promissory note with an amortized cost of $3,000 , which is a reasonable approximation of fair value at June 30, 2015 . This amount is included in Other non-current assets in the Company's Consolidated Balance Sheets. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Financial assets and liabilities measured at fair value on a recurring basis in the consolidated financial statements as of June 30, 2015 and December 31, 2014 are summarized by type of inputs applicable to the fair value measurements as follows: June 30, 2015 Level 1 Level 2 Level 3 Total Assets: Marketable securities (a) $ 74,808 $ 10,675 $ 35,016 $ 120,499 Long-term investments (a) 265,115 — 3,907 269,022 Investments in certain funds — — 468 468 Precious metal and commodity inventories recorded at fair value 13,195 — — 13,195 Commodity contracts on precious metal and commodity inventories — 846 — 846 Foreign currency forward exchange contracts — 2,331 — 2,331 Total $ 353,118 $ 13,852 $ 39,391 $ 406,361 Liabilities: Financial instruments $ 21,385 $ — $ — $ 21,385 Interest rate swap agreement — (103 ) — (103 ) Total $ 21,385 $ (103 ) $ — $ 21,282 December 31, 2014 Level 1 Level 2 Level 3 Total Assets: Marketable securities (a) $ 93,768 $ 10,793 $ 33,896 $ 138,457 Long-term investments (a) 286,740 — 13,985 300,725 Investments in certain funds — — 525 525 Precious metal and commodity inventories recorded at fair value 13,249 — — 13,249 Commodity contracts on precious metal and commodity inventories 764 — — 764 Total $ 394,521 $ 10,793 $ 48,406 $ 453,720 Liabilities: Financial instruments $ 21,311 $ — $ — $ 21,311 Interest rate swap agreement — 138 — 138 Total $ 21,311 $ 138 $ — $ 21,449 (a) For additional detail of the marketable securities and long-term investments see Note 4 - "Investments." Investments measured and reported at fair value are classified and disclosed in one of the following categories: Level 1 - Quoted prices are available in active markets for identical investments as of the reporting date. The types of investments included in Level 1 are listed debt and equity securities. Level 2 - Pricing inputs are other than quoted prices in active markets for identical assets, which are either directly or indirectly observable as of the reporting date, and can include quoted prices in active markets for similar assets or liabilities, quoted prices in a market that is not active for identical assets or liabilities, or other inputs that can be corroborated by observable market data. Investments which are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities. Level 3 - Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation and due to lack of observable inputs, the assumptions used may impact the fair value of these investments in future periods. Investments which are generally included in this category include private investments, non-exchange traded derivative contracts, and currency and interest rate swaps. For certain marketable securities, net asset value is used which is included in quarterly statements received in arrears from a venture capital fund to determine the fair value of such fund. The fair value of certain other marketable securities are determined by incorporating and reviewing prices provided by third-party pricing services based on the specific features of the underlying securities. The fair value of the Company's financial instruments, such as cash and cash equivalents, trade and other receivables and trade payables, approximate carrying value due to the short-term maturities of these assets and liabilities. Carrying cost approximates fair value for long-term debt which has variable interest rates. The precious metal and commodity inventories associated with HNH's fair value hedges (see Note 6 - "Financial Instruments") are reported at fair value. Fair value of these inventories is based on quoted market prices on commodity exchanges and are considered Level 1 measurements. The derivative instruments that HNH purchases in connection with its precious metal and commodity inventories, specifically commodity futures and forwards contracts, are also valued at fair value. The futures contracts are Level 1 measurements since they are traded on a commodity exchange. The forward contracts are entered into with a counterparty and are considered Level 2 measurements. Interest rate swap agreements are considered Level 2 measurements as the inputs are observable at commonly quoted intervals. Following is a summary of changes in financial assets measured using Level 3 inputs: Investments in Associated Companies Other Investments - Related Party ModusLink Warrants Marketable Securities and Other Total Assets Balance at March 31, 2014 $ 2,131 $ 10,226 $ 3,385 $ 30,391 $ 46,133 Purchases — — — 5,239 5,239 Sales — (1,496 ) — (2,758 ) (4,254 ) Realized loss on sale (129 ) (129 ) Unrealized gains — 1,478 — — 1,478 Unrealized losses (51 ) (3 ) (951 ) (397 ) (1,402 ) Balance at June 30, 2014 $ 2,080 $ 10,205 $ 2,434 $ 32,346 $ 47,065 Balance at March 31, 2015 $ 2,298 $ 7,296 $ 2,163 $ 31,373 $ 43,130 Purchases — — — 5,108 5,108 Sales — (7,258 ) — (359 ) (7,617 ) Realized gain on sale — — — — — Unrealized gains — — — — — Unrealized losses (27 ) (38 ) (527 ) (638 ) (1,230 ) Balance at June 30, 2015 $ 2,271 $ — $ 1,636 $ 35,484 $ 39,391 Long - Term Investments Investments in Associated Companies (a) Other Investments - Related Party (b) ModusLink Warrants (c) Marketable Securities and Other (d) Total Assets Balance at December 31, 2013 $ 2,243 $ 10,228 $ 5,832 $ 24,209 $ 42,512 Purchases — — — 10,538 10,538 Sales — (1,496 ) — (4,732 ) (6,228 ) Realized loss on sale — — — (129 ) (129 ) Unrealized gains — 1,476 — 2,460 3,936 Unrealized losses (163 ) (3 ) (3,398 ) — (3,564 ) Balance at June 30, 2014 $ 2,080 $ 10,205 $ 2,434 $ 32,346 $ 47,065 Balance at December 31, 2014 $ 2,163 $ 9,623 $ 2,199 $ 34,421 $ 48,406 Purchases — — — 5,108 5,108 Sales — (9,985 ) — (522 ) (10,507 ) Realized gain on sale — — — — — Unrealized gains 135 484 — — 619 Unrealized losses (27 ) (122 ) (563 ) (3,523 ) (4,235 ) Balance at June 30, 2015 $ 2,271 $ — $ 1,636 $ 35,484 $ 39,391 (a) Unrealized losses are recorded in (Loss) Income of associated companies, net of taxes in the Company's Consolidated Statements of Operations. (b) Unrealized gains and losses are recorded in (Loss) Income from other investments-related party in the Company's Consolidated Statements of Operations. (c) Unrealized gains and losses are recorded in (Loss) Income from investments held at fair value in the Company's Consolidated Statements of Operations. (d) Realized gains on sale are recorded in Other income, net in the Company's Consolidated Statements of Operations. Long-Term Investments - Valuation Techniques The Company primarily uses two valuation methods to estimate the fair value of its equity securities measured using Level 3 inputs. The Company estimates the value of one of its investments in an associated company primarily using a discounted cash flow method adjusted for additional information related to debt covenants, solvency issues, etc. The Company estimates the value of Other investments - related party, which represents its interest in the SPII Liquidating Trust, based on the net asset value of each series of the Trust. The ModusLink Warrants are valued using the Black-Scholes option pricing model (for additional information see Note 4 - "Investments"). Marketable Securities and Other - Valuation Techniques The Company uses the net asset value included in quarterly statements it receives in arrears from a venture capital fund to determine the fair value of such fund. The Company determines the fair value of certain corporate securities and corporate obligations by incorporating and reviewing prices provided by third-party pricing services based on the specific features of the underlying securities. Assets Measured at Fair Value on a Nonrecurring Basis The Company’s non-financial assets measured at fair value on a non-recurring basis in 2015 and 2014 include the assets acquired and liabilities assumed in the acquisitions described in Note 2 – “Acquisitions.” Significant judgments and estimates are made to determine the acquisition date fair values which may include the use of appraisals, discounted cash flow techniques or other information the Company considers relevant to the fair value measurement. As of June 30, 2015 and December 31, 2014 , WebBank has impaired loans of $461 , of which $0 is guaranteed by the USDA or SBA and $458 , of which $4 is guaranteed by the USDA or SBA, respectively. These loans are measured at fair value on a nonrecurring basis using Level 3 inputs. See the "Impaired Loans" section of Note 7 - "Trade, Other and Loans Receivable" for additional discussion of loan impairment measurements. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | FINANCIAL INSTRUMENTS At June 30, 2015 and December 31, 2014 financial instrument liabilities and related restricted cash consists of $21,385 and $21,311 , respectively, of short sales of corporate securities. Activity is summarized below for financial instrument liabilities and related restricted cash: June 30, 2015 2014 Balance, beginning of period $ 21,311 $ 25,090 Settlement of short sales of corporate securities (419 ) — Short sales of corporate securities 209 19,341 Net investment losses 284 1,492 Receipt of dividends, net of interest expense — 88 Balance of financial instrument liabilities and related restricted cash, end of period $ 21,385 $ 46,011 Short Sales of Corporate Securities From time to time, Steel Excel enters into short sale transactions on certain corporate securities in which Steel Excel received proceeds from the sale of such securities and incurred obligations to deliver such securities at a later date. Upon initially entering into such short sale transactions Steel Excel recognizes a liability equal to the fair value of the obligation, with a comparable amount of cash and cash equivalents reclassified as restricted cash. Subsequent changes in the fair value of such obligations, determined based on the closing market price of the securities, are recognized currently as gains or losses, with a comparable adjustment made between unrestricted and restricted cash. Foreign Currency Exchange Rate Risk Financial instrument activity in 2014 includes activity for amounts that were payable in foreign currencies which were subject to the risk of exchange rate changes. The liabilities were accounted for at fair value on the balance sheet date with changes in fair value reported in the Company's Consolidated Statements of Operations included in Net investment gains(losses). The liabilities were not designated as hedging instruments and were settled in the fourth quarter of 2014. Precious Metal and Commodity Inventories H&H's precious metal and commodity inventories are subject to market price fluctuations. H&H enters into commodity futures and forward contracts to migrate the impact of price fluctuations on its precious and certain non-precious metal inventories that are not subject to fixed-price contracts. HNH's hedging strategy is designed to protect it against normal volatility; therefore, abnormal price changes in these commodities or markets could negatively impact HNH's earnings. HNH does not enter into derivatives or other financial instruments for trading or speculative purposes. As of June 30, 2015 , HNH had the following outstanding forward contracts with settlement dates through September 2015. There were no futures contracts outstanding as of June 30, 2015 . Commodity Amount Notional Value Silver 885,000 ounces $ 14,000 Gold 1,100 ounces $ 1,300 Copper 350,000 pounds $ 900 Tin 40 metric tons $ 600 H&H accounts for these contracts as either fair value hedges or economic hedges under the guidance in ASC 815, Derivatives and Hedging . Fair Value Hedges. Of the total forward contracts outstanding, 650,000 ounces of silver and substantially all of the copper contracts are designated and accounted for as fair value hedges under ASC 815. The fair values of these derivatives are recognized as derivative assets and liabilities in the Company's Consolidated Balance Sheets. The net change in fair value of the derivative assets and liabilities, and the change in the fair value of the underlying hedged inventory, are recognized in the consolidated statement of operations, and such amounts principally offset each other due to the effectiveness of the hedges. The fair value hedges are associated primarily with HNH's precious metal inventory carried at fair value. Economic Hedges. The remaining outstanding forward contracts for silver, and all of the contracts for gold and tin, are accounted for as economic hedges. As these derivatives are not designated as accounting hedges under ASC 815, they are accounted for as derivatives with no hedge designation. The derivatives are marked to market, and both realized and unrealized gains and losses are recorded in current period earnings in the Consolidated Statement of Operations. The economic hedges are associated primarily with HNH's precious metal inventory valued using the LIFO method. The forward contracts were made with a counter party rated A+ by Standard & Poors. Accordingly, HNH has determined that there is minimal credit risk of default. HNH estimates the fair value of its derivative contracts through the use of market quotes or broker valuations when market information is not available. HNH maintains collateral on account with the third-party broker. Such collateral consists of both cash that varies in amount depending on the value of open contracts, as well as ounces of precious metal held on account by the broker. Foreign Currency Forward Contracts CoSine, through its subsidiary API, enters into foreign currency forward contracts to hedge its receivables and payables denominated in other currencies. In addition, API enters into foreign currency forward contracts to hedge the value of its future sales denominated Euros and the value of its future purchases denominated in USD. These hedges have settlement dates ranging through June 2016. The forward contracts that are used to hedge the risk of foreign exchange movement on its receivables and payables are accounted for as fair value hedges under ASC 815. At June 30, 2015 there were contracts in place to buy Sterling and sell Euros in the amount of €3,550 and a contract to sell Sterling and buy USD in the amount of $700 . The fair values of these derivatives are recognized as derivative assets and liabilities in the Company's Consolidated Balance Sheets. The net change in fair value of the derivative assets and liabilities are recognized in the consolidated statement of operations. The forward contracts that are used to hedge the value of API's future sales and purchases are accounted for as cash flow hedges in accordance with ASC 815. At June 30, 2015 there were contracts in place to hedge the value of future sales denominated in Euros in the amount of €18,350 and the value of future purchases denominated in USD in the amount of $3,600 . These hedges are fully effective and accordingly, the changes in fair value are recorded in Accumulated Other Comprehensive Income ("AOCI") and, at maturity, the gain or loss on the forward contract is reclassified from AOCI into the consolidated statement of operations. Debt Agreements As discussed in Note 13 - "Debt and Capital Lease Obligations," Handy & Harman Group Ltd. ("H&H Group") has entered into two interest rate swap agreements to reduce its exposure to interest rate fluctuations. These derivatives are not designated as accounting hedges under U.S. GAAP; they are accounted for as derivatives with no hedge designation. HNH records the gains or losses both from the mark-to-market adjustments and net settlements in interest expense in the consolidated statement of operations as the hedges are intended to offset interest rate movements. Fair Value and carrying amount of Derivative Instruments in the Company's Consolidated Balance Sheets is as follows. Derivative Balance Sheet Location June 30, 2015 December 31, 2014 Commodity contracts (a), (b) Prepaid and other current assets $ 603 $ 667 Commodity contracts (c) Prepaid and other current assets $ 243 $ 97 Interest rate swap agreements Other current liabilities $ (103 ) $ (138 ) Foreign exchange forward contracts (a), (d) Accrued liabilities $ 2,266 $ — Foreign exchange forward contracts (a), (d) Accrued liabilities $ (42 ) $ — Foreign exchange forward contracts (a), (b) Trade and other receivables/Prepaid and other current assets $ 107 $ — (a) Designated as hedging instruments as of June 30, 2015 . (b) Fair value hedge (c) Economic hedge (d) Cash flow hedge Effect of derivative instruments on the Company's Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Derivative Statement of Operations Location Gain (loss) Gain (loss) Gain (loss) Gain (loss) Commodity contracts (a), (b) Cost of goods sold $ 893 $ (783 ) $ (21 ) $ (909 ) Commodity contracts (c) Realized and unrealized (gain) loss on derivatives 312 (606 ) 105 (466 ) Interest rate swap agreements Interest expense, net (18 ) (80 ) (63 ) (125 ) Foreign exchange forward contracts (a), (d) Revenues/Costs of sales 610 — 610 — Foreign exchange forward contracts (a), (b) Other income, net 111 — 111 — Total derivatives $ 1,908 $ (1,469 ) $ 742 $ (1,500 ) (a) Designated as hedging instruments as of June 30, 2015 . (b) Fair value hedge (c) Economic hedge (d) Cash flow hedge Financial Instruments with Off-Balance Sheet Risk WebBank is a party to financial instruments with off-balance sheet risk. In the normal course of business, these financial instruments include commitments to extend credit in the form of loans as part of WebBank’s lending arrangements. Those instruments involve to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the balance sheet. The contract amounts of those instruments reflect the extent of involvement WebBank has in particular classes of financial instruments. At June 30, 2015 and December 31, 2014 , WebBank’s undisbursed loan commitments totaled $96,193 and $82,788 , respectively. Commitments to extend credit are agreements to lend to a borrower who meets the lending criteria through one of the Bank’s lending agreements, provided there is no violation of any condition established in the contract with the counterparty to the lending arrangement. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain of the commitments are expected to expire without the credit being extended, the total commitment amounts do not necessarily represent future cash requirements. WebBank evaluates each prospective borrower’s credit worthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by WebBank upon extension of credit is based on management's credit evaluation of the borrower and WebBank’s counterparty. WebBank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. WebBank uses the same credit policy in making commitments and conditional obligations as it does for on-balance sheet instruments. WebBank estimates an allowance for potential losses on off-balance sheet contingent credit exposures related to the guaranteed amount of its SBA and USDA loans and whether or not the SBA/USDA honors the guarantee. WebBank determines the allowance for these contingent credit exposures based on historical experience and portfolio analysis. The allowance is included with other liabilities in the consolidated balance sheet, with any related increases or decreases in the reserve included in the statement of income. The allowance was $188 at June 30, 2015 and December 31, 2014 , respectively, and is included within Other current liabilities in the Company's Consolidated Balance Sheets. |
Trade, Other and Loans Receivab
Trade, Other and Loans Receivable | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Trade, Other and Loans Receivable | TRADE, OTHER AND LOANS RECEIVABLE Trade and Other Receivables, Net June 30, December 31, Trade accounts receivable net of allowance for $ 130,812 $ 85,553 Other receivables 4,634 1,887 Total $ 135,446 $ 87,440 Loans Receivable Major classification of WebBank’s loans receivable at June 30, 2015 and December 31, 2014 are as follows: Total Current Non-current June 30, 2015 % December 31, 2014 % June 30, 2015 December 31, 2014 June 30, 2015 December 31, 2014 Loans held for sale $ 84,168 52 % $ 40,886 35 % $ 84,168 $ 40,886 $ — $ — Real estate loans: Commercial – owner occupied $ 1,596 1 % $ 1,650 1 % 99 96 $ 1,497 1,554 Commercial – other 282 — % 264 — % — — 282 264 Total real estate loans 1,878 1 % 1,914 1 % 99 96 1,779 1,818 Commercial and industrial 74,775 47 % 75,706 64 % 1,226 1,142 73,549 74,564 Total loans 76,653 48 % 77,620 65 % 1,325 1,238 75,328 76,382 Less: Deferred fees and discounts (17 ) (20 ) (17 ) (20 ) — — Allowance for loan losses (624 ) (557 ) (624 ) (557 ) — — Total loans receivable, net $ 76,012 $ 77,043 684 661 75,328 76,382 Loans receivable, including loans held for sale (a) $ 84,852 $ 41,547 $ 75,328 $ 76,382 (a) The carrying value is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities. The fair value of loans receivable, including loans held for sale, net was $160,355 and $117,346 at June 30, 2015 and December 31, 2014 , respectively. Allowance for Loan Losses The Allowance for Loan Losses (“ALLL”) represents an estimate of probable and estimable losses inherent in the loan portfolio as of the balance sheet date. Losses are charged to the ALLL when incurred. Generally, commercial loans are charged off or charged down at the point at which they are determined to be uncollectible in whole or in part, or when 180 days past due unless the loan is well secured and in the process of collection. The amount of the ALLL is established by analyzing the portfolio at least quarterly and a provision for or reduction of loan losses is recorded so that the ALLL is at an appropriate level at the balance sheet date. The methodologies used to estimate the ALLL depend upon the impairment status and portfolio segment of the loan. Loan groupings are created for each loan class, and are then graded against historical and industry loss rates. After applying historic loss experience, the quantitatively derived level of ALLL is reviewed for each segment using qualitative criteria is performed. Various risk factors are tracked that influence judgment regarding the level of the ALLL 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 • Risk identification practices • Effect of changes in the nature and volume of the portfolio • Existence and effect of any portfolio concentrations • National economic and business conditions • Regional and local economic and business conditions • Data availability and applicability Changes in these factors are reviewed to ensure that changes in the level of the ALLL are consistent with changes in these factors. The magnitude of the impact of each of these factors on the qualitative assessment of the ALLL 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 ALLL. Changes in the allowance for loan losses are summarized as follows: Real Estate Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total March 31, 2014 $ 35 $ 28 $ 346 $ 409 Charge-offs — — — — Recoveries 1 11 6 18 Provision (2 ) (9 ) (54 ) (65 ) June 30, 2014 34 30 298 362 March 31, 2015 60 11 567 638 Charge-offs — — — — Recoveries 2 11 5 18 Provision (15 ) (12 ) (5 ) (32 ) June 30, 2015 $ 47 $ 10 $ 567 $ 624 Real Estate Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total December 31, 2013 $ 77 $ 28 $ 319 $ 424 Charge-offs — — (3 ) (3 ) Recoveries 63 18 14 95 Provision (106 ) (16 ) (32 ) (154 ) June 30, 2014 $ 34 $ 30 298 $ 362 December 31, 2014 $ 64 $ 12 $ 481 $ 557 Charge-offs — — — — Recoveries 3 22 12 37 Provision (20 ) (24 ) 74 30 June 30, 2015 $ 47 $ 10 $ 567 $ 624 The ALLL and outstanding loan balances according to the Company’s impairment method are summarized as follows: Real Estate June 30, 2015 Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total Allowance for loan losses: Individually evaluated for impairment $ — $ — $ 57 $ 57 Collectively evaluated for impairment 47 10 510 567 Total $ 47 $ 10 $ 567 $ 624 Outstanding Loan balances: Individually evaluated for impairment $ 378 $ — $ 85 $ 463 Collectively evaluated for impairment 1,218 282 74,690 76,190 Total $ 1,596 $ 282 $ 74,775 $ 76,653 Real Estate December 31, 2014 Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total Allowance for loan losses: Individually evaluated for impairment $ — $ — $ 52 $ 52 Collectively evaluated for impairment 64 12 429 505 Total $ 64 $ 12 $ 481 $ 557 Outstanding Loan balances: Individually evaluated for impairment (1) $ 374 $ — $ 84 $ 458 Collectively evaluated for impairment 1,276 264 75,622 77,162 Total $ 1,650 $ 264 $ 75,706 $ 77,620 (1) $4 is guaranteed by the USDA or SBA. Nonaccrual and Past Due Loans Loans are generally placed on nonaccrual status when payment in full of principal and interest is not expected, or the loan is 90 days or more past due as to principal or interest, unless the loan is both well secured and in the process of collection. A nonaccrual loan may be returned to accrual status when all delinquent interest and principal become current in accordance with the terms of the loan agreement; and the loan, if secured, is well secured; the borrower has paid according to the contractual terms for a minimum of six months; and analysis of the borrower indicates a reasonable assurance of the ability to maintain payments. Payments received on nonaccrual loans are applied as a reduction to the principal outstanding. Loans are reported as past due when either principal or interest is due and unpaid for a period of 30 days or more. Loans past due 90 days or more and still accruing interest were $50 and $52 at June 30, 2015 and December 31, 2014 , respectively. Nonaccrual loans are summarized as follows: June 30, December 31, Real Estate Loans: Commercial - Owner Occupied $ 360 $ 374 Total Real Estate Loans 360 374 Commercial and Industrial 16 16 Total Loans $ 376 $ 390 Past due loans (accruing and nonaccruing) are summarized as follows: June 30, 2015 Current 30-89 days 90+ days Total Total Recorded Nonaccrual Real Estate Loans: Commercial - Owner Occupied $ 1,218 $ 375 $ 3 $ 378 $ 1,596 $ — $ — Commercial - Other 282 — — — 282 — — Total Real Estate Loans 1,500 375 3 378 1,878 — — Commercial and Industrial 74,709 — 66 66 74,775 50 — Total Loans $ 76,209 $ 375 $ 69 $ 444 $ 76,653 $ 50 $ — (1) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected. December 31, 2014 Current 30-89 days 90+ days Total Total Recorded Nonaccrual Real Estate Loans: Commercial - Owner Occupied $ 1,228 $ 49 $ 373 $ 422 $ 1,650 $ — $ — Commercial - Other 264 — — — 264 — — Total Real Estate Loans 1,492 49 373 422 1,914 — — Commercial and Industrial 75,635 3 68 71 75,706 52 — Total Loans $ 77,127 $ 52 $ 441 $ 493 $ 77,620 $ 52 $ — (1) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected. (2) $4 is guaranteed by the USDA or SBA. Credit Quality Indicators In addition to the past due and nonaccrual criteria, loans are analyzed using a loan grading system. Generally, internal grades are assigned to loans based on financial/statistical models and loan officer judgment. The Company reviews and grades all loans with unpaid principal balances of $100 or more once per year. Grades follow definitions of Pass, Special Mention, Substandard, and Doubtful. The definitions of Pass, Special Mention, Substandard, and Doubtful are summarized as follows: • Pass : A pass asset is a higher quality asset and does not fit any of the other categories described below. The likelihood of loss is considered remote. • Special Mention : A receivable in this category has a specific weakness or problem but does not currently present a significant risk of loss or default as to any material term of the loan or financing agreement. • Substandard : A substandard receivable has a developing or currently minor weakness or weaknesses that could result in loss or default if deficiencies are not corrected or adverse conditions arise. • Doubtful : A doubtful receivable has an existing weakness or weaknesses that have developed into a serious risk of significant loss or default with regard to a material term of the financing agreement. Outstanding loan balances (accruing and nonaccruing) categorized by these credit quality indicators are summarized as follows: June 30, 2015 Pass Special Sub- Doubtful Total loans Real Estate Loans: Commercial - Owner Occupied $ 1,218 $ — $ 378 $ — $ 1,596 Commercial - Other 282 — — — 282 Total Real Estate Loans 1,500 — 378 — 1,878 Commercial and Industrial 73,511 1,179 85 — 74,775 Total Loans $ 75,011 $ 1,179 $ 463 $ — $ 76,653 December 31, 2014 Pass Special Sub- Doubtful Total loans Real Estate Loans: Commercial - Owner Occupied $ 1,258 $ 19 $ 373 $ — $ 1,650 Commercial - Other 264 — — — 264 Total Real Estate Loans 1,522 19 373 — 1,914 Commercial and Industrial 74,439 1,183 84 — 75,706 Total Loans $ 75,961 $ 1,202 $ 457 $ — $ 77,620 (1) $4 is guaranteed by the USDA or SBA. Impaired Loans Loans are considered impaired when, based on current information and events, it is probable that WebBank will be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments. When loans are impaired, an estimate of the amount of the balance that is impaired is made and a specific reserve is assigned to the loan based on the estimated present value of the loan’s future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the loan’s underlying collateral less the cost to sell. When the impairment is based on amount on the fair value of the loan’s underlying collateral, the portion of the balance that is impaired is charged off, such that these loans do not have a specific reserve in the ALLL. Payments received on impaired loans that are accruing are recognized in interest income, according to the contractual loan agreement. WebBank recognized $3 and $2 on impaired loans for the three months ended June 30, 2015 and 2014 , respectively, and $4 and $28 for the six months ended June 30, 2015 and 2014 , respectively. Payments received on impaired loans that are on nonaccrual are not recognized in interest income, but are applied as a reduction to the principal outstanding. Payments are recognized when cash is received. No impaired loans were considered a troubled debt restructuring. Information on impaired loans is summarized as follows: Recorded investment June 30, 2015 Unpaid principle with no with Total recorded Related Average recorded Real Estate Loans: Commercial - Owner Occupied $ 435 $ 360 $ 18 $ 378 $ 1 $ 274 Total Real Estate Loans 435 360 18 378 1 274 Commercial and Industrial 194 27 56 83 57 63 Total Loans $ 629 $ 387 $ 74 $ 461 $ 58 $ 337 Recorded investment December 31, 2014 Unpaid principle with no with Total recorded Related Average recorded Real Estate Loans: Commercial - Owner Occupied $ 430 $ 374 $ — $ 374 $ — $ 750 Total Real Estate Loans 430 374 — 374 — 750 Commercial and Industrial 193 28 56 84 52 131 Total Loans $ 623 $ 402 $ 56 $ 458 $ 52 $ 881 (1) $4 is guaranteed by the USDA or SBA . |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories, net | INVENTORIES, NET A summary of Inventories, net is as follows: June 30, December 31, Finished products $ 34,854 $ 24,424 In-process 13,862 10,310 Raw materials 23,871 12,346 Fine and fabricated precious metal in various stages of completion 20,432 17,094 93,019 64,174 LIFO reserve (92 ) (90 ) Total $ 92,927 $ 64,084 Fine and Fabricated Precious Metal Inventory In order to produce certain of its products, HNH purchases, maintains and utilizes precious metal inventory. HNH records certain precious metal inven tory at the lower of LIFO cost or market, with any adjustments recorded through cost of goods sold. Remaining precious metal inventory is accounted for primarily at fair value. Certain customers and suppliers of HNH choose to do business on a “pool” basis, and furnish precious metal to HNH for return in fabricated form (“customer metal”) or for purchase from or return to the supplier. When the customer metal is returned in fabricated form, the customer is charged a fabrication charge. The value of this customer metal is not included in the Company’s Consolidated Balance Sheets. To the extent HNH is able to utilize customer precious metal in its production process, such customer metals replaces the need for HNH to purchase its own inventory. As of June 30, 2015 , H&H’s customer metal consis ted of 148,478 ounces of silver, 538 ounces of gold, and 1,392 ounces of palladium. As of December 31, 2014 , H&H’s customer metal consisted of 191,217 ounces of silver, 518 ounces of gold, and 1,392 ounces of palladium. June 30, December 31, Supplemental inventory information: Precious metals stated at LIFO cost $ 7,909 $ 4,839 Precious metals stated under non-LIFO cost methods, primarily at fair value 12,431 12,165 Market value per ounce: Silver 15.79 15.75 Gold 1,170.50 1,199.25 Palladium 676.00 798.00 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | PROPERTY, PLANT AND EQUIPMENT, NET A summary of property, plant and equipment, net is as follows: June 30, December 31, Land $ 21,105 $ 9,523 Buildings and improvements 60,807 53,742 Machinery, equipment and other 217,727 194,356 Construction in progress 15,699 4,738 315,338 262,359 Accumulated depreciation and amortization (90,287 ) (78,045 ) Net property, plant and equipment $ 225,051 $ 184,314 Depreciation expense was $6,853 and $6,190 for the three months ended June 30, 2015 and 2014 , respectively, and $13,178 and $12,282 for the six months ended June 30, 2015 and 2014 , respectively. |
Goodwill and Other Intangibles,
Goodwill and Other Intangibles, Net | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles, Net | GOODWILL AND OTHER INTANGIBLE ASSETS, NET A reconciliation of the change in the carrying value of goodwill by reportable segment is as follows: June 30, 2015 Diversified Energy Corporate Total Balance at beginning of year Gross Goodwill $ 26,299 $ 64,790 $ 81 $ 91,170 Accumulated impairments — (45,219 ) — (45,219 ) Net Goodwill 26,299 19,571 81 45,951 Acquisitions (a) 50,392 — — 50,392 Impairment — — — — Currency translation adjustment (22 ) — — (22 ) Other adjustments — — — — Balance at end of period Gross Goodwill 76,669 64,790 81 141,540 Accumulated impairments — (45,219 ) — (45,219 ) Net Goodwill $ 76,669 $ 19,571 $ 81 $ 96,321 (a) Goodwill from acquisitions relates to HNH's acquisition of ITW and the acquisitions of CoSine and API. These balances are subject to adjustment during the finalization of the purchase price allocation for these acquisitions. For additional information, see Note 2 - "Acquisitions". The Company performs its annual goodwill impairment test during the fourth quarter of each year, and more frequently if an event occurs or circumstances change to indicate that an impairment may have occurred. The Energy segment's recent projections reflected a decline in the projected operating income for 2015 as a result of the continuing weakness in the oil services industry and the specific adverse effects experienced in 2015. This decline in projected operating income resulted in the need to perform a goodwill impairment test for the Energy segment during the second quarter of 2015. The fair value of the Energy segment was determined based on a valuation using a combination of the income approach (discounted cash flows) and the market approach (guideline public companies and guideline transaction method). The fair value of the Energy segment exceeded its carrying value, resulting in no impairment of goodwill in the period. December 31, 2014 Diversified Energy Corporate Total Balance at beginning of year Gross Goodwill $ 26,260 $ 64,790 $ 81 $ 91,131 Accumulated impairments — (3,769 ) — (3,769 ) Net Goodwill 26,260 61,021 81 87,362 Acquisitions — — — — Impairment — (41,450 ) — (41,450 ) Currency translation adjustment (37 ) — — (37 ) Other adjustments (a) 76 — — 76 Balance at end of period Gross Goodwill 26,299 64,790 81 91,170 Accumulated impairments — (45,219 ) — (45,219 ) Net Goodwill $ 26,299 $ 19,571 $ 81 $ 45,951 (a) Represents final purchase price allocation adjustments, including a final working capital adjustment, associated with the HNH acquisition of W.P. Hickman Company . A summary of Other intangible assets, net is as follows: June 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 133,152 $ 34,947 $ 98,205 $ 113,952 $ 29,726 $ 84,226 Trademarks 34,154 6,960 27,194 28,803 5,856 22,947 Patents and technology 16,907 6,715 10,192 16,773 6,023 10,750 Other 6,804 2,103 4,701 2,426 1,799 627 $ 191,017 $ 50,725 $ 140,292 $ 161,954 $ 43,404 $ 118,550 Trademarks with indefinite lives as of June 30, 2015 and December 31, 2014 were $8,020 . Amortization expense related to intangible assets was $4,005 and $3,383 for the three months ended June 30, 2015 and 2014 , respectively, and 7,352 and $6,877 for the six months ended June 30, 2015 and 2014 , respectively. Other intangible assets as of June 30, 2015 also include $4,400 in intangible assets, primarily unpatented technology, associated with HNH's ITW acquisition. This balance is subject to adjustment during the finalization of the purchase price allocation for the ITW acquisition. |
Bank Deposits
Bank Deposits | 6 Months Ended |
Jun. 30, 2015 | |
Banking and Thrift [Abstract] | |
Bank Deposits | BANK DEPOSITS A summary of WebBank deposits is as follows: Time deposits year of maturity: June 30, December 31, 2015 $ 14,689 $ 27,001 2016 58,431 50,386 2017 38,664 26,671 2018 19,956 — Total time deposits 131,740 104,058 Money market deposits 55,926 60,802 Total deposits (a) $ 187,666 $ 164,860 Current $ 84,740 $ 87,804 Long-term 102,926 77,056 Total deposits $ 187,666 $ 164,860 Time deposit accounts under $100 $ 110,535 $ 86,274 Time deposit accounts $100 and over 21,205 17,784 Total time deposits $ 131,740 $ 104,058 (a) The carrying value is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities. The fair value of deposits was $187,460 and $165,381 at June 30, 2015 and December 31, 2014 , respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Management Agreement with SP General Services LLC The Manager receives a fee, pursuant to the terms of an amended and restated management agreement, (the “Management Agreement”) at an annual rate of 1.5% of total SPLP Partners' capital ("Management Fee"), payable on the first day of each quarter and subject to quarterly adjustment. In addition, SPLP issued to the Manager partnership profits interests in the form of incentive units, which will be classified as Class C common units of SPLP upon the attainment of certain specified performance goals by SPLP which are determined as of the last day of each fiscal year (see Note 15 - "Capital and Accumulated other Comprehensive Income" for additional information on the incentive units). The Management Agreement is automatically renewed each December 31 for successive one -year terms unless otherwise determined at least 60 days prior to each renewal date by a majority of the independent directors. The Management Fee was $2,184 and $2,257 for the three months ended June 30, 2015 and 2014 , respectively, and $4,040 and $4,569 for the six months ended June 30, 2015 and 2014 , respectively. The Management Fee is included in Selling, general and administrative expenses in the Company's Consolidated Statements of Operations. There were no unpaid amounts for management fees at June 30, 2015 or December 31, 2014 . SPLP will bear (or reimburse the Manager with respect to) all its reasonable costs and expenses of the managed entities, the Manager, SPH GP or their affiliates, including but not limited to: legal, tax, accounting, auditing, consulting, administrative, compliance, investor relations costs related to being a public entity rendered for SPLP or SPH GP as well as expenses incurred by the Manager and SPH GP which are reasonably necessary for the performance by the Manager of its duties and functions under the Management Agreement and certain other expenses incurred by managers, officers, employees and agents of the Manager or its affiliates on behalf of SPLP. Reimbursable expenses incurred by the Manager in connection with its provision of services under the Management Agreement were approximately $734 and $326 for the three months ended June 30, 2015 and 2014 , respectively, and $1,455 and $1,345 for the six months ended June 30, 2015 and 2014 , respectively. Unpaid amounts for reimbursable expenses were approximately $596 and $1,504 at June 30, 2015 and December 31, 2014 , respectively, and are included in Payable to related parties. In 2015, SPLP issued units to the Investment Manager an affiliate of the Manager. The units issued were for the final settlement of the additional liability due to the Investment Manager of approximately $1,800 (see Note 15 - Capital and Accumulated Other Comprehensive Income.") Corporate Services SPH Services, a subsidiary of SPLP, was created to consolidate the executive and corporate functions of SPLP and certain of its affiliates, and to provide such services to other portfolio companies. SP Corporate Services LLC ("SP Corporate"), through Management Services Agreements with these companies, provides services which include assignment of C-Level management personnel, as well as a variety of services including legal, tax, accounting, treasury, consulting, auditing, administrative, compliance, environmental health and safety, human resources, marketing, investor relations and other similar services. The fees payable under these agreements are initially based on the level of services expected to be provided. They are subject to annual review and adjustment and are approved by the respective company's board of directors. The agreements automatically renew for successive one-year periods unless and until terminated in accordance with the agreement. Under certain circumstances, the termination may result in payment of a termination fee to SP Corporate. Consolidated subsidiaries that have agreements with SP Corporate include HNH, Steel Excel, SPLP, Web Financial Holdings, DGT, WebBank, BNS and CoSine. Annual amounts to be billed to these companies are $10,551 , $8,150 , $6,000 , $2,000 , $476 , $250 , $204 and $204 , respectively, and are eliminated in consolidation. In addition to its servicing agreements with SPLP and its consolidated subsidiaries, SP Corporate has management services agreements with other companies considered to be related parties, including NOVT, Ore Holdings, Inc., J. Howard Inc., SL Industries, Inc., Steel Partners, Ltd., iGo and MLNK. In total, SP Corporate will charge approximately $4,121 annually to these companies. SPII Liquidating Trust SPLP held interests in the SPII Liquidating Trust, an entity that held certain investments which it acquired in connection with the Exchange Transaction, which the Manager and its affiliate served as the manager and liquidating trustee, respectively, without compensation other than reimbursement for out-of-pocket expenses. The SPII Liquidating Trust was liquidated during the second quarter of 2015. Mutual Securities Pursuant to the Management Agreement, the Manager was responsible for selecting executing brokers. Securities transactions for SPLP are allocated to brokers on the basis of reliability and best price and execution. The Manager has selected Mutual Securities as an introducing broker and may direct a substantial portion of the managed entities’ trades to such firm among others. An officer of the Manager and SPH GP is affiliated with Mutual Securities. The Manager only uses Mutual Securities when such use would not compromise the Manager’s obligation to seek best price and execution. SPLP has the right to pay commissions to Mutual Securities, which are higher than those that can be obtained elsewhere, provided that the Manager believes that the rates paid are competitive institutional rates. Mutual Securities also served as an introducing broker for SPLP’s trades. The Commissions paid by SPLP to Mutual securities were approximately $47 and $100 for the three months ended June 30, 2015 and 2014 , respectively and $94 and $230 for the six months ended June 30, 2015 and 2014 , respectively. Such commissions are included in Net investment gains (losses) in the Company's Consolidated Statements of Operations. The portion of the commission paid to Mutual Securities ultimately received by such officer is net of clearing and other charges. Other SPLP had an arrangement whereby it held an asset on behalf of a related party in which it had an investment. The investment was liquidated during the second quarter of 2015. The asset had a fair value of $34,280 at December 31, 2014 . The Company’s non-management directors receive an annual retainer of $150 , of which $75 is paid in cash and $75 is paid in restricted common units of SPLP. The restricted units vest over a three year period. These directors are also paid fees of $1 for each board committee meeting attended. The chairmen of the Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee are paid an additional annual fee of $60 , $5 and $5 , respectively. Non-management directors’ fees expensed were $242 and $236 for the three months ended June 30, 2015 and 2014 , respectively, and $479 and $446 for the six months ended June 30, 2015 and 2014 , respectively. Unpaid non-management directors’ fees are included in Payable to related parties and were $37 and $46 at June 30, 2015 and December 31, 2014 , respectively. At June 30, 2015 and December 31, 2014 , several related parties and consolidated subsidiaries had deposits totaling $9,569 and $14,875 , respectively, in WebBank. $6,404 and $12,391 of these deposits have been eliminated in consolidation as of June 30, 2015 and December 31, 2014 , respectively. These deposits held at WebBank earned $17 and $26 in interest for the three months ended June 30, 2015 and 2014 , respectively, and $37 and $53 for the six months ended June 30, 2015 and 2014 , respectively. The amount of this interest that has been eliminated in consolidation was $12 and $22 for the three months ended June 30, 2015 and 2014 , respectively, and $28 and $46 for the six months ended June 30, 2015 and 2014 , respectively. SPLP has an estimated liability of $116 as of June 30, 2015 and December 31, 2014 included in other current liabilities which, pursuant to the Amended Exchange Agreement, is indemnified by Steel Partners II (Onshore) LP (“SPII Onshore”). As a result, the Company recorded an amount receivable from SPII Onshore reported in Receivable from related parties in the Company's Consolidated Balance Sheets. |
Long-term Debt and Capital Leas
Long-term Debt and Capital Lease Obligations | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Capital Lease Obligations | LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS Debt and capital lease obligations consists of the following: June 30, December 31, Short term debt: CoSine - Foreign $ 798 $ — HNH - Foreign 835 602 Short-term debt 1,633 602 Long-term debt: Steel Excel Term Loan 72,678 79,285 HNH Revolving Facilities 81,900 193,375 SPLP Revolving Facility 66,881 33,788 CoSine Term Loans 2,877 — CoSine Revolving Facilities 23,737 — Other debt - domestic 7,839 8,014 Foreign loan facilities 1,340 1,412 Subtotal 257,252 315,874 Less portion due within one year 19,927 19,592 Long-term debt 237,325 296,282 Total debt $ 258,885 $ 316,476 Capital lease facility Current portion of capital lease $ 447 $ 486 Long-term portion of capital lease 120 288 $ 567 $ 774 SPLP Revolving Credit Facility On March 27, 2015 the Company amended its Credit Agreement (the “Amended Credit Facility”) with PNC Bank, National Association (“PNC”), as administrative agent for the lenders thereunder. The Amended Credit Facility provides for a revolving credit facility with borrowing availability of up to $75,000 and the additional flexibility to allow one or more new lenders to join and become a party to the Amended Credit Facility with a minimum revolving credit commitment amount of not less than $10,000 , and not to exceed a total commitment of $100,000 . Amounts outstanding under the Amended Credit Facility bear interest at SPLP's option at either the Base Rate, as defined, plus 0.50% or LIBOR plus the applicable margin under the loan agreement of 1.50% , and are collateralized by first priority security interests of certain of the Company's deposit accounts and publicly traded securities. The average interest rate on the Amended Credit Facility was 1.72% as of June 30, 2015 . The Amended Credit Facility requires a commitment fee to be paid on unused borrowings and also contains customary affirmative and negative covenants, including a minimum cash balance covenant, restrictions against the payment of dividends and customary events of default. Any amounts outstanding under the Amended Credit Facility are due and payable in full on October 23, 2017. The Amended Credit Facility also includes provisions for the issuance of letters of credit up to $10,000 , with any such issuances reducing total borrowing availability. The Company has an outstanding letter of credit of approximately $893 at June 30, 2015 . In April 2014, the Company borrowed approximately $47,500 under the Amended Credit Facility in connection with a tender offer for its common units (see Note 15 - "Capital and Accumulated Other Comprehensive Income" for additional information) and in the first quarter of 2015, the Company borrowed an additional $37,000 to fund CoSine's tender offer for API (see Note 2 - "Acquisitions" for additional information). HNH Debt Senior Credit Facility On August 29, 2014, H&H Group, a wholly owned subsidiary of HNH, entered into amended and restated senior credit facility ("Senior Credit Facility") which provides for an up to $365,000 senior secured revolving credit facility, including a $20,000 sublimit for the issuance of letters of credit and a $20,000 sublimit for the issuance of swing loans. On November 24, 2014, H&H Group, entered into an amendment to its Senior Credit Facility, solely for the purpose of modifying and clarifying the definition of the term "Guarantee." Borrowings under the Senior Credit Facility bear interest at H&H Group's option, at either LIBOR or the Base Rate , as defined, plus an applicable margin as set forth in a the loan agreement ( 1.75% and 0.75% , respectively, for LIBOR and Base Rate borrowings at June 30, 2015 ), and the revolving facility provides for a commitment fee to be paid on unused borrowings. The weighted average interest rate on the revolving facility was 1.97% at June 30, 2015 . H&H Group's availability under the Senior Credit Facility was $153.8 as of June 30, 2015 . On January 22, 2015, H&H Group, and certain subsidiaries of H&H Group, entered into an amendment to its Senior Credit Facility to, among other things, provide for the consent of the administrative agent and the lenders, subject to compliance with certain conditions, for the tender offer by HNH Group Acquisition LLC, a newly formed subsidiary of H&H Group, for the shares of JPS, including the use of up to $71,000 under the Senior Credit Facility to purchase such shares, and certain transactions related thereto. In addition, HNH Group Acquisition LLC and HNH Acquisition LLC, another newly formed subsidiary of H&H Group, became guarantors under the Senior Credit Facility pursuant to the amendment. See further discussion regarding the JPS transaction in Note 21 - "Subsequent Events." The Senior Credit Facility will expire, with all amounts outstanding balances due and payable, on August 29, 2019. The Senior Credit Facility is guaranteed by substantially all existing and thereafter acquired or created domestic and Canadian wholly-owned subsidiaries of H&H Group, and obligations under the Senior Credit Facility are collateralized by first priority security interests in and liens upon present and future assets of H&H Group and these subsidiaries, which approximated $368,000 at June 30, 2015 . The Senior Credit Facility restricts H&H Group's ability to transfer cash or other assets to HNH, subject to certain exceptions including required pension payments to the WHX Corporation Pension Plan ("WHX Pension Plan"). The Senior Credit Facility is subject to certain mandatory prepayment provisions and restrictive and financial covenants, which include a maximum ratio limit on Total Leverage and a minimum ratio limit on Fixed Charge Coverage, as defined, as well as a minimum liquidity level. HNH was in compliance with all debt covenants at June 30, 2015 . HNH's prior senior credit facility, as amended, consisted of a revolving credit facility in an aggregate principal amount not to exceed $110,000 and a senior term loan. On August 5, 2014, this agreement was further amended to, among other things, permit a new $40,000 term loan and permit H&H Group to make a distribution to HNH of up to $80,000 .The revolving facility provided for a commitment fee to be paid on unused borrowings. Borrowings under the prior senior credit facility bore interest, at H&H Group's option, at a rate based on LIBOR or the Base Rate, as defined, plus an applicable margin as set forth in the loan agreement. On August 29, 2014, all amounts outstanding under this agreement were repaid Interest Rate Swap Agreements H&H Group entered into an interest rate swap agreement in February 2013 to reduce its exposure to interest rate fluctuations. Under the interest rate swap, HNH receives one-month LIBOR in exchange for a fixed interest rate of 0.569% over the life of the agreement on an initial $56,400 notional amount of debt, with the notional amount decreasing by $1,100 , $1,800 and $2,200 per quarter in 2013, 2014 and 2015, respectively. The agreement expires in February 2016. H&H Group entered into a second interest rate swap agreement in June 2013 to reduce its exposure to interest rate fluctuations. Under the interest rate swap, HNH receives one-month LIBOR in exchange for a fixed interest rate of 0.598% over the life of the agreement on an initial $5,000 notional amount of debt, with the notional amount decreasing by $100 , $200 and $200 per quarter in 2013, 2014 and 2015, respectively. The agreement expires in February 2016. WHX CS Loan On June 3, 2014, WHX CS Corp., a wholly-owned subsidiary of HNH, entered into a credit agreement ("WHX CS Loan"), which provided for a term loan facility with borrowing availability of up to a maximum aggregate principal amount of $15,000 . The amounts outstanding under the WHX CS Loan bore interest at LIBOR plus 1.25% . On August 29, 2014, the WHX CS Loan was terminated and all outstanding amounts thereunder were repaid. Steel Excel Term Loan Steel Excel's energy business has a credit agreement, as amended (the "Amended Credit Agreement") with Wells Fargo Bank National Association, RBS Citizens, N.A., and Comerica Bank that provides for a borrowing capacity of $105,000 consisting of a $95,000 secured term loan (the “Term Loan”) and up to $10,000 in revolving loans (the “Revolving Loans”) subject to a borrowing base of 85% of the eligible accounts receivable. Borrowings under the Amended Credit Agreement are collateralized by substantially all the assets of Steel Energy Ltd. ("Steel Energy") and its wholly-owned subsidiaries Sun Well Service, Inc. ("Sun Well") and Rogue Pressure Services, LLC ("Rogue"), and Black Hawk Energy Services Ltd. ("Black Hawk Ltd"), and a pledge of all of the issued and outstanding shares of capital stock of Sun Well, Rogue and Black Hawk Ltd. Borrowings under the Amended Credit Agreement are fully guaranteed by Sun Well, Rogue and Black Hawk Ltd. The carrying value as of June 30, 2015 of the assets pledged as collateral by Steel Energy and its subsidiaries under the Amended Credit Agreement was approximately $182,200 . The Amended Credit Agreement has a term that runs through July 2018, with the Term Loan amortizing in quarterly installments of $3,300 and a balloon payment due on the maturity date. At June 30, 2015 , $72,700 was outstanding under the Term Loan and no amount was outstanding under the Revolving Loans. Principal payments under the Amended Credit Agreement for the remainder of 2015 and subsequent years are $6,607 , $13,214 , $13,214 , and $39,643 for the remainder of 2015, 2016, 2017 and 2018, respectively. The interest rate on the borrowings under the Amended Credit Agreement was 2.8% at June 30, 2015 . For the three months ended June 30, 2015 and 2014 Steel Excel incurred interest expense of $600 and $800 , respectively, and incurred interest expense of $1,200 and $1,700 for the six months ended June 30, 2015 and 2014, respectively. Steel Excel was in compliance with all financial covenants of the Amended Credit Agreement as of June 30, 2015 . CoSine Long-Term Debt Facilities CoSine's API subsidiary in the United Kingdom has a multi-currency revolving agreement of £13,500 (approximately $21,246 ) with HSBC Bank plc ("HSBC") that expires on December 31, 2017. At June 30, 2015 , approximately $21,246 was outstanding under the facility. The interest rate on the borrowings under the UK facility was 2.6% at June 30, 2015 . In addition API has a temporary overdraft facility of £1,500 which expired on July 31, 2015. These borrowings are secured by floating charges over the UK assets and include certain debt covenants including leverage and interest cover. API was in compliance with all covenants at June 30, 2015 . API also has a number of facilities with HSBC in the U.S that expire in June 2018, with availability up to approximately $8,500 as of June 30, 2015. At June 30, 2015 , $3,961 was outstanding under the facilities at an interest rate of 3.2% . The facilities are secured against certain property, plant & equipment, inventories and receivables. In addition API has an equipment loan with Wells Fargo Bank for approximately $1,407 with an interest rate of 4.3% at June 30, 2015 . This loan is secured over the related equipment. |
Pension Benefit Plans
Pension Benefit Plans | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension Benefit Plans | PENSION BENEFIT PLANS The following table presents the components of pension expense and components of other post-retirement benefit expense (income) for HNH's pension plans and the pension plan of CoSine's API subsidiary: Pension Benefits Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Interest cost $ 5,664 $ 5,248 $ 10,424 $ 10,496 Expected return on plan assets (6,513 ) (6,050 ) (12,030 ) (12,100 ) Administrative costs / investment management fees 189 — 189 — Amortization of actuarial loss 1,595 577 3,190 1,154 Total $ 935 $ (225 ) $ 1,773 $ (450 ) HNH expects to have required minimum contributions to the WHX Pension Plan of $10,300 for the remainder of 2015, $14,300 , $15,300 , $17,000 , $18,300 and $56,400 in 2016, 2017, 2018, 2019 and for the five years thereafter, respectively. CoSine's subsidiary API expects to have required minimum contributions to the UK Pension Plan of approximately $1,102 per year until 2021. Required future contributions are determined based upon assumptions such as discount rates on future obligations, assumed rates of return on plan assets and legislative changes. Actual future pension costs and required funding obligations will be affected by changes in the factors and assumptions described in the previous sentence, as well as other changes such as any plan termination or other acceleration events. In addition to its pension plans, which are included in the table above, HNH also maintains several other post-retirement benefit plans covering certain of its employees and retirees. The approximate aggregate expense for these plans was $400 and $500 for the three months ended June 30, 2015 and 2014 , respectively, and $900 and $900 for the six months ended June 30, 2015 and 2014 , respectively. |
Capital and Accumulated Other C
Capital and Accumulated Other Comprehensive (Loss) Income | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Capital and Accumulated Other Comprehensive (Loss) Income | CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME As of June 30, 2015 the Company has two classes of common units which include 27,225,263 Class A units and 130,264 Class B units. The Class B units were issued in the first quarter of 2015 to WGL Capital Corp. (the "Investment Manager") an affiliate of the Manager. The units issued were for the final settlement of the additional liability due to the Investment Manager of approximately $1,800 . Instead of receiving the amount in cash, the Investment Manager elected for the total amount to be paid in common units of the Company. The Class B Common Units are identical to the regular Common Units in all respects except that net tax losses are not allocated to a holder of Class B Common Units, liquidating distributions made by the Company to such holder may not exceed the amount of its capital account allocable to such Common Units, and such holder may not sell such Common Units in the public market. At such time that that the amount of the capital account allocable to a Class B Common Unit is equal to the amount of the capital account allocable to a regular Common Unit, such Class B Common Unit convert automatically into a regular Common Unit. As of December 31, 2014, the Company had one class of units outstanding totaling 27,566,200 . Common Unit Repurchase Program On December 24, 2013, the Board of Directors of the general partner of the Company, approved the repurchase of up to an aggregate of $5,000 of the Company's common units (the “Repurchase Program”). Any purchases made under the Repurchase Program will be made from time to time on the open market at prevailing market prices or in negotiated transactions off the market, in compliance with applicable laws and regulations. In connection with the Repurchase Program, the Company has entered into a Stock Purchase Plan which expired on March 26, 2014. The Repurchase Program has no termination date. In total, the Company has purchased 262,073 units for a total purchase price of approximately $4,488 under the repurchase program. Common Units Issuance - Directors The Company's non-management directors receive annual equity compensation in the amount of $75 in the form of restricted common units of the Company. The restrictions vest over a three year period, with one-third of the units vesting on the anniversary date of the grants. The total value of the unvested restricted units granted was $760 as of June 30, 2015 . Total expense for the restricted units issued was approximately $104 and $104 for the three months ended June 30, 2015 and 2014 , respectively and $198 and $198 for the six months ended June 30, 2015 and 2014 , respectively. Accumulated Other Comprehensive Income Changes, net of tax, in Accumulated other comprehensive income are as follows: Six Months Ended June 30, 2015 Unrealized gain on available-for-sale securities Unrealized gain on derivative financial instruments Cumulative translation adjustment Change in net pension and other benefit obligations Total Balance at beginning of period $ 83,137 $ — $ (4,691 ) $ (75,641 ) $ 2,805 Other comprehensive income (loss), net of tax - before reclassifications (a) 13,432 9 11 1,076 14,528 Reclassification adjustments, net of tax (b) (22,736 ) — — — (22,736 ) Net other comprehensive income (loss) attributable to common unit holders (c) (9,304 ) 9 11 1,076 (8,208 ) Balance at end of period $ 73,833 $ 9 $ (4,680 ) $ (74,565 ) $ (5,403 ) (a) Net of a tax benefit of approximately $783 . (b) Net of a tax provision of approximately $3,861 . (c) Amounts do not include net unrealized gains on available-for-sale securities of $7,972 , unrealized gains on derivative financial instruments of $2 , cumulative translation adjustment losses of $178 and income from the change in pension and other post-retirement obligations of $551 , which are attributable to noncontrolling interests. Noncontrolling Interests in Consolidated Entities Noncontrolling interests in consolidated entities at June 30, 2015 and December 31, 2014 represent the interests held by the noncontrolling shareholders of HNH, Steel Excel, CoSine, DGT and the BNS Liquidating Trust. Incentive Unit Expense Effective January 1, 2012, SPLP issued to the Manager partnership profits interests in the form of incentive units, a portion of which will be classified as Class C common units of SPLP upon the attainment of certain specified performance goals by SPLP which are determined as of the last day of each fiscal year. If the performance goals are not met for a fiscal year, no portion of the incentive units will be classified as Class C common units for that year. The number of outstanding incentive units is equal to 100% of the common units outstanding, including common units held by non-wholly owned subsidiaries. The performance goals and expense related to the classification of a portion of the incentive units as Class C units is measured on an annual basis, but is accrued on a quarterly basis. Accordingly, the expense accrued is adjusted to reflect the fair value of the Class C common units on each interim calculation date. In the event the cumulative incentive unit expense calculated quarterly or for the full year is an amount less than the total previously accrued, the Company would record a negative incentive unit expense in the quarter when such over accrual is determined. The expense is recorded in Selling, general and administrative expenses in the Company's Consolidated Statements of Operations. Reductions to SG&A expenses related to the incentive units were approximately $6,353 and $544 in the three months ended June 30, 2015 and June 30, 2014 , respectively. Incentive unit expense was approximately $1,040 and $0 in the six months ended June 30, 2015 and 2014 , respectively Subsidiary Purchases of the Company's Common Units During the six months ended June 30, 2015 , two subsidiaries of the Company purchased a total of 249,632 , of the Company's common units at a total cost of $4,458 . The purchases of these units are reflected as treasury unit purchases in the Company's consolidated financial statements. |
Net Income (Loss) Per Common Un
Net Income (Loss) Per Common Unit | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Unit | NET INCOME (LOSS) PER COMMON UNIT The following data was used in computing net income (loss) per common unit shown in the Company's Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net income from continuing operations $ 9,154 $ 17,573 $ 27,961 $ 3,216 Net loss (income) from continuing operations attributable to noncontrolling interests in consolidated entities 1,520 (9,825 ) 5,104 (9,755 ) Net income (loss) from continuing operations attributable to common unit holders 10,674 7,748 33,065 (6,539 ) (Loss) Income from discontinued operations (148 ) 3,624 86,823 6,435 Net loss (income) from discontinued operations attributable to noncontrolling interests in consolidated entities 53 (1,577 ) (30,878 ) (2,807 ) Net (loss) income from discontinued operations attributable to common unit holders (95 ) 2,047 55,945 3,628 Net income (loss) attributable to common unitholders $ 10,579 $ 9,795 $ 89,010 $ (2,911 ) Net income (loss) per common unit - basic: Net income (loss) from continuing operations $ 0.39 $ 0.27 $ 1.20 $ (0.22 ) Net income from discontinued operations — 0.07 2.02 0.12 Net income (loss) attributable to common unitholders $ 0.39 $ 0.34 $ 3.22 $ (0.10 ) Net income (loss) per common unit – diluted: Net income (loss) from continuing operations $ 0.38 $ 0.27 $ 1.19 $ (0.22 ) Net income from discontinued operations — 0.07 2.01 0.12 Net income (loss) attributable to common unitholders $ 0.38 $ 0.34 $ 3.20 $ (0.10 ) Weighted average common units outstanding - basic 27,640,332 28,739,858 27,649,363 29,765,843 Incentive units 59,185 — 224,253 — Unvested restricted units 26,705 35,582 26,083 — Denominator for net income per common unit - diluted (a) 27,726,222 28,775,440 27,899,699 29,765,843 (a) For the six months ended June 30, 2014 the diluted per unit calculation was based on the basic weighted average units only since the impact of 16,032 incentive units and 35,134 unvested restricted stock units would have been anti-dilutive. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The following table presents the composition of our segments, which include the operations of our consolidated subsidiaries, as well as income or loss from equity method investments and other investments. Our segments are managed separately and offer different products and services. Diversified Industrial Energy Financial Services Corporate and Other Handy & Harman Ltd. ("HNH") (1) Steel Excel Inc. ("Steel Excel") (1) WebBank (1) SPH Services, Inc. ("SPH Services") (1) CoSine Communications, Inc. ("CoSine") (1) DGT Holdings Corp. ("DGT") (1) SL Industries, Inc. ("SLI") (2) BNS Holdings Liquidating Trust ("BNS Liquidating Trust") (1) JPS Industries, Inc. ("JPS") (2) Modus Link Global Solutions, Inc. (2) SPII Liquidating Trust (2) Other Investments (3) (1) Consolidated subsidiary (2) Equity method investment (3) Other investments classified in Corporate and Other include various investments in available-for-sale securities in the Aerospace/Defense and Manufacturing industries. Diversified Industrial The Diversified Industrial segment consists of the operations of HNH, a diversified holding company that owns a variety of manufacturing operations encompassing joining materials, tubing, engineered materials, electronic materials and cutting replacement products and services businesses as well as the operations of CoSine beginning in the second quarter of 2015. CoSine, through its subsidiary API, is a manufacturer and distributor of foils, films and laminates used to enhance the visual appeal of products and packaging. See Note 4 - "Investments" for additional information on the equity method investments classified within this segment. Energy Steel Excel's Energy business provides drilling and production services to the oil and gas industry. Through its wholly-owned subsidiary Steel Sports Inc., Steel Excel focuses on providing event-based sports and entertainment services and other health-related services, including baseball facility services, baseball and soccer camps and leagues, and strength and conditioning services. Steel Excel also continues to identify other new business acquisition opportunities. The operations of Steel Sports are not considered material and are included in the Energy segment. Financial Services The Financial Services segment primarily consists of our wholly owned subsidiary WebFinancial Holding Corporation, which conducts financial operations through its wholly-owned subsidiary, WebBank. WebBank operates in niche banking markets and provides commercial and consumer loans and services. WebBank’s deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") up to current limits, and the bank is examined and regulated by the FDIC and Utah Department of Financial Institutions. Corporate and Other Corporate assets, revenues and overhead expenses are not allocated to the segments. Corporate revenues primarily consist of investment and other income, investment gains and losses and rental income. See Note 4 - "Investments" for additional information on the equity method investments and other investments classified within this segment. SPH services provides legal, tax, accounting, treasury, consulting, auditing, administration, compliance, environmental health and safety, human resources, marketing, investor relations and similar services, to other affiliated companies. SPH Services charged the Diversified Industrial, Energy and Financial Services segments approximately $2,500 , $2,000 , and $560 , for the three months ended June 30, 2015 and approximately $2,200 , $2,000 and $62 , for the three months ended June 30, 2014 . SPH Services charged the Diversified Industrial, Energy and Financial Services segments approximately $4,750 , $4,000 , and $1,100 , for the six months ended June 30, 2015 and approximately $4,400 , $4,000 and $125 , for the six months ended June 30, 2014 . DGT's operations currently consist of a real estate business from the rental of a building retained from the sale of its Medical Systems Group on November 3, 2011. Continuing operations consist of the real estate business, investments, and general and administrative expenses. Cosine was included in the Corporate and Other segment in the first quarter of 2015, since it had no operations, and it is part of the Diversified Industrial segment in the second quarter of 2015 due to its recent acquisition of API (see Note - 2 - "Acquisitions" to the SPLP financial statements included elsewhere in this Form 10-Q for additional information). Segment information is presented below: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue: Diversified industrial $ 193,271 $ 168,546 $ 331,253 $ 304,033 Energy 35,610 51,924 74,495 97,083 Financial services 15,484 8,023 27,660 14,989 Corporate and other 7,289 (490 ) 32,827 (245 ) Total $ 251,654 $ 228,003 $ 466,235 $ 415,860 Income (Loss) from continuing operations before income taxes: Diversified industrial $ 15,853 $ 20,215 $ 25,422 $ 24,989 Energy (15,921 ) 9,183 (23,013 ) 12,576 Financial services 10,479 5,172 17,823 9,250 Corporate and other 2,403 (9,254 ) 19,309 (34,688 ) Income from continuing operations before income taxes 12,814 25,316 39,541 12,127 Income tax provision 3,660 7,743 11,580 8,911 Net income from continuing operations $ 9,154 $ 17,573 $ 27,961 $ 3,216 Income (loss) from equity method investments: Diversified industrial $ (459 ) $ 4,714 $ 5,041 $ 5,404 Energy 5,445 2,874 3,335 1,441 Corporate and other (5,844 ) (3,838 ) (4,186 ) (21,355 ) Total $ (858 ) $ 3,750 $ 4,190 $ (14,510 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company recorded a tax provision of $3,660 and $7,743 for the three months ended June 30, 2015 and 2014 , respectively, and $11,580 and $8,911 for the six months ended June 30, 2015 and 2014 , respectively. The Company’s tax provision represents the income tax expense or benefit of its consolidated subsidiaries. The Company's consolidated subsidiaries have recorded deferred tax valuation allowances to the extent that they believe it is more likely than not that the benefits of the deferred tax assets will not be realized in future periods. During 2015, one of the Company's subsidiaries, Steel Excel, identified an error related to the manner in which the provision for income taxes had reflected the tax effects related to unrealized gains and losses on available for sale securities during 2014 and 2013. As a result, the Company recorded an adjustment to its tax provision of approximately $3,500 in the six months ended June 30, 2015 to correct the error. |
Regulatory Matters
Regulatory Matters | 6 Months Ended |
Jun. 30, 2015 | |
Regulatory Matters [Abstract] | |
Regulatory Matters | REGULATORY MATTERS WebBank WebBank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain actions by regulators that, if undertaken, could have a direct material effect on WebBank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, WebBank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. WebBank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. In July 2013, the FDIC approved the final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks ("Basel III"). Under the final rules, which began for WebBank on January 1, 2015 and are subject to a phase-in period through January 1, 2019, minimum requirements will increase for both the quantity and quality of capital held by WebBank. The rules include a new common equity Tier 1 capital to risk-weighted assets ratio ("CET1 Ratio") of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, which when fully phased-in, effectively results in a minimum CET1 Ratio of 7.0% . Basel III raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% (which, with the capital conservation buffer, effectively results in a minimum Tier 1 capital ratio of 8.5% when fully phased-in), effectively results in a minimum total capital to risk-weighted assets ratio of 10.5% (with the capital conservation buffer fully phased-in), and requires a minimum leverage ratio of 4.0% . Basel III also makes changes to risk weights for certain assets and off-balance-sheet exposures. WebBank expects that its capital ratios under Basel III will continue to exceed the well capitalized minimum capital requirements and such amounts are disclosed in the table below: Amount of Capital Required For capital To be well capitalized under Actual adequacy purposes prompt corrective provisions As of June 30, 2015 Amount Ratio Amount Ratio Amount Ratio Total Capital (to risk-weighted assets) $ 48,509 21.87 % $ 17,748 8 % $ 22,186 10 % Tier 1 Capital (to risk-weighted assets) $ 47,697 21.5 % $ 13,311 6 % $ 17,748 8 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 47,697 21.5 % $ 9,983 4.5 % $ 14,421 6.5 % Tier 1 Capital (to average assets) $ 47,697 19.43 % $ 9,819 4 % $ 12,274 5 % As of December 31, 2014 Total Capital (to risk-weighted assets) $ 42,861 24.99 % $ 13,720 8 % $ 17,150 10 % Tier 1 Capital (to risk-weighted assets) $ 42,116 24.56 % $ 6,860 4 % $ 10,290 6 % Tier 1 Capital (to average assets) $ 42,116 19.53 % $ 8,627 4 % $ 10,784 5 % SPLP The Company historically has conducted its business, and continues to conduct its business and operations, in such a manner so as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “Act”). Under the Act, the Company is required to meet certain qualitative tests related to the Company’s assets and/or income, and to refrain from trading for short-term speculative purposes. The Company has taken actions, including liquidating certain of our assets and acquiring additional interests in existing or new subsidiaries or controlled companies, to comply with these tests, or a relevant exception. Also, since the Company operates as a diversified holding company engaged in a variety of operating businesses, we do not believe we are primarily engaged in an investment company type business, nor do we propose to primarily engage in such a business. If we were deemed to be an investment company under the Investment Company Act, we may need to further adjust our business strategy and assets, including divesting certain desirable assets immediately to fall outside of the definition or within an exemption, to register as an investment company or to cease operations. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Environmental Matters As discussed in more detail below, HNH and BNS have been designated as potentially responsible parties ("PRPs") by federal and state agencies with respect to certain sites with which they may have had direct or indirect involvement. These claims are in various stages of administrative or judicial proceedings and include demands for recovery of past governmental costs and for future investigations and remedial actions. In many cases, the dollar amounts of the claims have not been specified and, with respect to a number of the PRP claims, have been asserted against a number of other entities for the same cost recovery or other relief as was asserted against the HNH and BNS. The Company accrues costs associated with environmental matters, on an undiscounted basis, when they become probable and reasonably estimable. As of June 30, 2015 and December 31, 2014 , on a consolidated basis, the Company has accrued $3,422 and $3,822 , respectively, which represents its current estimate of the probable cleanup liabilities, including remediation and legal costs. In addition, the Company has insurance coverage available for several of these matters and believes that excess insurance coverage may be available as well. Estimates of the Company's liability for remediation of a particular site and the method and ultimate cost of remediation require a number of assumptions that are inherently difficult to make, and the ultimate outcome may be materially different from current estimates. HNH Environmental Matters Certain H&H Group subsidiaries have existing and contingent liabilities relating to environmental matters, including capital expenditures, costs of remediation and potential fines and penalties relating to possible violations of national and state environmental laws. Those subsidiaries have remediation expenses on an ongoing basis, although such costs are continually being readjusted based upon the emergence of new techniques and alternative methods. HNH had approximately $2,000 accrued related to estimated environmental remediation costs as of June 30, 2015 . HNH also has insurance coverage available for several of these matters and believes that excess insurance coverage may be available as well. During the year ended December 31, 2014 , HNH recorded insurance reimbursements of $3,100 for previously incurred remediation costs. During the six months ended June 30, 2015, HNH recorded an insurance reimbursement of $1,200 for previously incurred remediation costs. In addition, certain H&H Group subsidiaries have been identified as PRPs under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") or similar state statutes at sites and are parties to administrative consent orders in connection with certain properties. Those subsidiaries may be subject to joint and several liabilities imposed by CERCLA on PRPs. Due to the technical and regulatory complexity of remedial activities and the difficulties attendant in identifying PRPs and allocating or determining liability among them, the subsidiaries are unable to reasonably estimate the ultimate cost of compliance with such laws. Based upon information currently available, however, the H&H Group subsidiaries do not expect that their respective environmental costs, including the incurrence of additional fines and penalties, if any, will have a material adverse effect on them or that the resolution of these environmental matters will have a material adverse effect on the financial position, results of operations or cash flows of such subsidiaries or HNH, but there can be no such assurances. HNH anticipates that the H&H Group subsidiaries will pay any such amounts out of their respective working capital, although there is no assurance that they will have sufficient funds to pay them. In the event that the H&H Group subsidiaries are unable to fund their liabilities, claims could be made against their respective parent companies, including H&H Group and/or HNH, for payment of such liabilities. Among the sites where certain H&H Group subsidiaries may have more substantial environmental liabilities are the following: H&H has been working with the Connecticut Department of Energy and Environmental Protection ("CTDEEP") with respect to its obligations under a 1989 consent order that applies to a property in Connecticut that H&H sold in 2003 ("Sold Parcel") and an adjacent parcel ("Adjacent Parcel") that together with the Sold Parcel comprises the site of a former H&H manufacturing facility. Remediation of all soil conditions on the Sold Parcel was completed on April 6, 2007. On September 11, 2008, the CTDEEP advised H&H that it had approved H&H's December 28, 2007 Soil Remediation Action Report, as amended, thereby concluding the active remediation of the Sold Parcel. The remaining remediation, monitoring and regulatory administrative costs for the Sold Parcel are expected to approximate $100 . With respect to the Adjacent Parcel, an ecological risk assessment has been completed and the results, along with proposed clean up goals will be submitted to the CTDEEP for their review and approval. The total remediation costs for the Adjacent Parcel cannot be reasonably estimated at this time. Accordingly, there can be no assurance that the resolution of this matter will not be material to the financial position, results of operations or cash flows of H&H or HNH. In 1986, Handy & Harman Electronic Materials Corporation ("HHEM"), a subsidiary of H&H, entered into an administrative consent order ("ACO") with the New Jersey Department of Environmental Protection ("NJDEP") with regard to certain property that it purchased in 1984 in New Jersey. The ACO involves investigation and remediation activities to be performed with regard to soil and groundwater contamination. Thereafter, in 1998, HHEM and H&H settled a case brought by the local municipality in regard to this site and also settled with certain of its insurance carriers. HHEM is actively remediating the property and continuing to investigate effective methods for achieving compliance with the ACO. A remedial investigation report was filed with the NJDEP in December 2007. By letter dated December 12, 2008, the NJDEP issued its approval with respect to additional investigation and remediation activities discussed in the December 2007 remedial investigation report. HHEM anticipates entering into discussions with the NJDEP to address that agency's potential natural resource damage claims, the ultimate scope and cost of which cannot be estimated at this time. Pursuant to a settlement agreement with the former owner/operator of the site, the responsibility for site investigation and remediation costs, as well as any other costs, as defined in the settlement agreement, related to or arising from environmental contamination on the property (collectively, "Costs") are contractually allocated 75% to the former owner/operator (with separate guaranties by the two joint venture partners of the former owner/operator for 37.5% each) and 25% jointly to HHEM and H&H after the first $1,000 . The $1,000 was paid solely by the former owner/operator. As of June 30, 2015 , over and above the $1,000 , total investigation and remediation costs of approximately $4,600 and $1,500 have been expended by the former owner/operator and HHEM, respectively, in accordance with the settlement agreement. Additionally, HHEM is currently being reimbursed indirectly through insurance coverage for a portion of the Costs for which HHEM is responsible. HHEM believes that there is additional excess insurance coverage, which it intends to pursue as necessary. HHEM anticipates that there will be additional remediation expenses to be incurred once a final remediation plan is agreed upon. There is no assurance that the former owner/operator or guarantors will continue to timely reimburse HHEM for expenditures and/or will be financially capable of fulfilling their obligations under the settlement agreement and the guaranties. The final Costs cannot be reasonably estimated at this time, and accordingly, there can be no assurance that the resolution of this matter will not be material to the financial position, results of operations or cash flows of HHEM or HNH. HHEM is continuing to comply with a 1987 consent order from the Massachusetts Department of Environmental Protection ("MADEP") to investigate and remediate the soil and groundwater conditions at a commercial/industrial property in Massachusetts. On June 30, 2010, HHEM filed a Response Action Outcome report to close the site since HHEM's licensed site professional concluded that groundwater monitoring demonstrated that the groundwater conditions have stabilized or continue to improve at the site. On June 20, 2013, HHEM received the MADEP's Notice of Audit Findings and Notice of Noncompliance ("Notice"). HHEM and its consultant held meetings with the MADEP to resolve differences identified in the Notice. As a result of those meetings and subsequent discussions, HHEM initiated additional sampling, testing, and well installations. The additional work was completed in the second quarter of 2015, and we expect to submit a follow-up response report to the MADEP in the third quarter of 2015. The cost of this additional work is estimated at $200 . Additional costs could result from these testing activities and final acceptance of the remediation plan by the MADEP, which cannot be reasonably estimated at this time. BNS Sub Environmental Matters On June 4, 2013 BNS LLC, a wholly-owned subsidiary of the BNS Liquidating Trust, was identified by the U.S. Environmental Protection Agency (“EPA”) as a PRP for allegedly disposing of wastes at the Operable Unit Two of the Peterson/Puritan, Inc. Superfund Site, which includes the J.M. Mills Landfill in Cumberland, Rhode Island. On August 12, 2008, a then-subsidiary of BNS (“BNS Sub”) was identified as a PRP by the EPA as an alleged drum reconditioning customer of New England Container Corp. (“NECC”). BNS Sub is presently investigating the matter and has joined a group of other alleged NECC drum reconditioning customers. The NECC drum reconditioning PRP group has incurred and will continue to incur costs in the investigation, and each PRP has been assessed a fee for its pro rata share of the costs of performing the assessment. The liability accrual is part of the BNS Liquidating Trust. Based upon information currently available, BNS Liquidating Trust and and BNS Sub do not expect that their respective environmental costs or that the resolution of these environmental matters will have a material adverse effect on the financial position, results of operations or cash flows of the Company, but there can be no such assurances to this effect. Litigation Matters HNH Litigation Matters In the ordinary course of business, HNH is subject to periodic lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes, employment, environmental, health and safety matters, as well as claims associated with HNH's historical acquisitions and divestitures. There is insurance coverage available for many of the foregoing actions. Although HNH cannot predict with certainty the ultimate resolution of lawsuits, investigations, claims and proceedings asserted against it, they do not believe any currently pending legal proceeding to which they are a party will have a material adverse effect on their business, prospects, financial condition, cash flows, results of operations or liquidity. BNS Litigation Matters BNS Sub has been named as a defendant in 1,342 and 1,326 alleged asbestos-related toxic-tort claims as of June 30, 2015 and December 31, 2014 , respectively. The claims were filed over a period beginning 1994 through June 30, 2015 . In many cases these claims involved more than 100 defendants. Of the claims filed, 1,172 and 1,108 were dismissed, settled or granted summary judgment and closed as of June 30, 2015 and December 31, 2014 , respectively. Of the claims settled, the average settlement was less than $3 . There remained 171 and 218 pending asbestos claims as of June 30, 2015 and December 31, 2014 , respectively. There can be no assurance that the number of future claims and the related costs of defense, settlements or judgments will be consistent with the experience to date of existing claims. BNS Sub has insurance policies covering asbestos-related claims for years beginning 1974 through 1988 with estimated aggregate coverage limits of $183,000 , with $2,102 at June 30, 2015 and December 31, 2014 in estimated remaining self-insurance retention (deductible). There is secondary evidence of coverage from 1970 to 1973 although there is no assurance that the insurers will recognize that the coverage was in place. Policies issued for BNS Sub beginning in 1989 contained exclusions related to asbestos. Under certain circumstances, some of the settled claims may be reopened. Also, there may be a significant delay in receipt of notification by BNS Sub of the entry of a dismissal or settlement of a claim or the filing of a new claim. BNS Sub believes it has significant defenses to any liability for toxic-tort claims on the merits. None of these toxic-tort claims has gone to trial and, therefore, there can be no assurance that these defenses will prevail. In addition, there can be no assurance that the number of future claims and the related costs of defense, settlements or judgments will be consistent with the experience to date of existing claims, and that BNS Sub will not need to increase significantly its estimated liability for the costs to settle these claims to an amount that could have a material effect on the consolidated financial statements. BNS Sub annually receives retroactive billings or credits from its insurance carriers for any increase or decrease in claims accruals as claims are filed, settled or dismissed, or as estimates of the ultimate settlement and defense costs for the then-existing claims are revised. As of June 30, 2015 and December 31, 2014 , BNS Sub has accrued $1,422 relating to the open and active claims against BNS Sub. This accrual represents the Company’s best estimate of the likely costs to defend against or settle these claims by BNS Sub beyond the amounts accrued by the insurance carriers and previously funded, through the retroactive billings by BNS Sub. However, there can be no assurance that BNS Sub will not need to take additional charges in connection with the defense, settlement or judgment of these existing claims or that the costs of future claims and the related costs of defense, settlements or judgments will be consistent with the experience to date relating to existing claims . These claims are now being managed by the BNS Liquidating Trust. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Effective July 2, 2015, H&H Group completed its acquisition of JPS pursuant to the Agreement and Plan of Merger, dated as of May 31, 2015 ("Merger Agreement"), by and among HNH, H&H Group, HNH Group Acquisition LLC, a Delaware limited liability company and a subsidiary of H&H Group ("H&H Acquisition Sub"), HNH Group Acquisition Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of H&H Acquisition Sub ("Sub"), and JPS. JPS is a major U.S. manufacturer of mechanically formed glass and aramid substrate materials for specialty applications in a wide expanse of markets requiring highly engineered components. At the effective time of the Merger (as defined below), Sub was merged with and into JPS ("Merger"), with JPS being the surviving corporation in the Merger, and each outstanding share of JPS common stock (other than shares held by HNH and its affiliates, including SPLP), was converted into the right to receive $11.00 in cash. The aggregate merger consideration of $70,300 was funded primarily by H&H Group and also by SPLP. H&H Group's funding of the aggregate merger consideration totals approximately $65,700 , financed through additional borrowings under HNH's Senior Credit Facility. As a result of the closing of the Merger, JPS was indirectly owned by both H&H Group and SPLP. Following the expiration of the 20 -day period provided in Section 262(d)(2) of the Delaware General Corporation Law for JPS stockholders to exercise appraisal rights in connection with the Merger, and in accordance with the Exchange Agreement, dated as of May 31, 2015, by and between H&H Group and SPLP, HNH issued ("Issuance") to H&H Group 1,429,407 shares of HNH’s common stock and, following the Issuance, H&H Group exchanged ("Exchange") those newly issued shares of HNH common stock for all shares of JPS Common Stock held by SPLP. As a result of the Exchange, H&H Group owned 100% of JPS and, on August 3, 2015, merged JPS with and into its wholly-owned subsidiary, HNH Acquisition LLC, a Delaware limited liability company, which was the surviving entity in the merger and was renamed JPS Industries Holdings LLC. |
Nature of the Business and Ba30
Nature of the Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Presentation | Basis of Presentation The consolidated balance sheet as of December 31, 2014, which has been derived from audited financial statements, and the unaudited consolidated financial statements included herein have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted in accordance with those rules and regulations. The Company believes that the disclosures made are adequate to make the information not misleading. This quarterly report on Form 10-Q should be read in conjunction with the Company's audited consolidated financial statements on Form 10-K for the year ended December 31, 2014. Certain amounts for the prior year have been reclassified to conform to the current year presentation. In the opinion of management, the interim financial statements reflect all normal and recurring adjustments necessary to present fairly the consolidated financial position and the results of operations and changes in cash flows for the interim periods. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on historical experience, expected future cash flows and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the operating results for the full year. |
New Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and the guidance defines a five step process to achieve this core principle. The ASU is scheduled to be effective for the Company's 2017 fiscal year, however, the FASB affirmed its proposal to defer the effective date of the new revenue standard for all entities by one year. The ASU may be applied either (i) retrospectively to each prior reporting period presented with an election for certain specified practical expedients, or (ii) retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application, with additional disclosure requirements. The Company is evaluating the potential impact of this new guidance, but does not currently anticipate that the application of ASU No. 2014-09 will have a significant effect on its financial condition, results of operations or its cash flows. We have not yet determined the method by which we will adopt the standard. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments do not apply to inventory that is measured using the last-in, first-out ("LIFO") cost method. The Company is currently evaluating the potential impact of this new guidance, which is effective for the Company's 2017 fiscal year. |
Nature of the Business and Ba31
Nature of the Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements | The consolidated financial statements include the accounts of the Company and its majority or wholly-owned subsidiaries, which include the following: Ownership as of June 30, 2015 December 31, 2014 BNS Liquidating Trust ("BNS Liquidating Trust") 84.9 % 84.9 % CoSine Communications, Inc. ("CoSine") (a) 80.6 % 48.3 % DGT Holdings Corp. ("DGT") (b) 82.7 % 82.7 % Handy & Harman Ltd. ("HNH") 66.1 % 66.2 % SPH Services, Inc. ("SPH Services") 100.0 % 100.0 % Steel Excel Inc. ("Steel Excel") 57.1 % 57.9 % WebFinancial Holding Corporation ("WebFinancial") 100.0 % 100.0 % (a) CoSine became a majority-owned subsidiary in the first quarter of 2015, and during the second quarter of 2015 CoSine acquired API Group plc ("API") (see Note 2 - "Acquisitions" for additional information). (b) DGT’s financial statements are recorded on a two-month lag, and as a result, the Company's Consolidated Balance Sheet and Consolidated Statement of Operations as of and for the three and six months ended June 30, 2015 includes DGT’s activity as of and for its three and six months ended April 30, 2015. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, Consideration Paid | The table below details the consideration paid to acquire the controlling interest in API: Fair Value of Consideration Paid Previously held common equity of API $ 22,861 Cash paid for additional API equity 47,866 $ 70,727 The table below details the consideration paid to acquire the controlling interest in CoSine: Fair Value of Consideration Paid Previously held common equity of CoSine 4,779,721 Fair Value Per Share (a) $ 2.51 $ 12,011 Shares of API transferred to CoSine 24,807,203 Fair Value Per Share (b) $ 0.92 22,823 Shares of Nathan's transferred to CoSine 445,456 Fair Value Per Share (c) $ 70.50 31,405 $ 66,239 (a) Based on comparable company trading multiples and discounted cash flow analysis. (b) Represents the Offer price of 60 pence at the U.S. dollar to GBP exchange rate on the CoSine Acquisition Date. (c) Determined by analysis of other publicly traded companies. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimates of the fair values of the assets acquired an d liabilities assumed as of the API Acquisition Date: Amount Assets: Cash $ 5,989 Trade and other receivables 24,160 Inventories 23,714 Prepaid expenses and other current assets 6,452 Property, plant and equipment 43,928 Other non-current assets 1,395 Goodwill 20,327 Other intangible assets 23,977 Total assets acquired 149,942 Liabilities: Accounts payable 24,639 Accrued liabilities 6,025 Short-term debt 2,105 Long-term debt 23,348 Accrued pension liability 22,006 Deferred income taxes 1,092 Total liabilities assumed 79,215 Net assets acquired $ 70,727 The following table summarizes the preliminary estimates of the fair values of the assets acquired and liabilities assumed as of the CoSine Acquisition Date as well as the fair value of the noncontrolling interest in CoSine: Amount Assets: Cash $ 17,614 Prepaid expenses and other current assets 7 Investments 54,228 Goodwill 8,295 Total assets acquired 80,144 Liabilities: Accounts payable 280 Other accrued Liabilities 783 Total liabilities assumed 1,063 Fair value of noncontrolling interest 12,842 Net assets acquired $ 66,239 |
Business Acquisition, Pro Forma Information | As required, the 2014 supplemental pro forma earnings were adjusted to include such charges. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue $ 265,213 $ 275,049 $ 521,359 $ 511,625 Net income (loss) attributable to common unitholders 11,304 11,036 89,188 (413 ) Net income (loss) per common unit - basic 0.41 0.38 3.23 (0.01 ) Net income (loss) per common unit - diluted 0.41 0.38 3.20 (0.01 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | Summary results for our discontinued operations included in the Company's Consolidated Statements of Operations are detailed in the table below. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 (b) 2015 (a) 2014 (b) Sales $ — $ 26,946 $ 5,952 $ 53,306 Net income — 3,624 565 6,393 Income (loss) after taxes and noncontrolling interests 2 2,046 (1,115 ) 3,604 (Loss) Gain on sale of discontinued operations after taxes and noncontrolling interests (99 ) — 57,059 23 (a) Includes gain on sale of Arlon. (b) Includes the operations of Arlon and the gain on disposal of certain assets recorded by HNH. Assets and Liabilities of discontinued operations at December 31, 2014 include assets and liabilities relating to HNH's discontinued operations, primarily Arlon LLC ("Arlon"), a sports business owned by Steel Excel and a building owned by DGT, which is held for sale. June 30, 2015 December 31, 2014 Assets of discontinued operations: Trade and other receivables $ — $ 16,044 Inventories, net — 8,294 Other current assets — 811 Goodwill — 6,582 Other intangible assets, net — 14,230 Property, plant and equipment, net 2,500 30,457 Total assets $ 2,500 $ 76,418 Liabilities of discontinued operations: Trade payables and accrued liabilities $ 450 $ 6,702 Other current liabilities — 3,986 Accrued pension liability — 1,794 Other liabilities — 719 Total liabilities $ 450 $ 13,201 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | The Company's portfolio of marketable securities was as follows: June 30, 2015 December 31, 2014 Cost Gross Unrealized Gains Gross Unrealized Losses Fair value Cost Gross Unrealized Gains Gross Unrealized Losses Fair value Available for sale securities Short-term deposits $ 39,697 $ — $ — $ 39,697 $ 42,681 $ — $ — $ 42,681 Mutual funds 11,835 4,526 — 16,361 17,030 4,262 (322 ) 20,970 Equity securities 64,703 7,636 (2,499 ) 69,840 103,761 7,821 (23,732 ) 87,850 Corporate obligations 35,205 659 (1,566 ) 34,298 32,486 592 (3,441 ) 29,637 Total marketable securities 151,440 12,821 (4,065 ) 160,196 195,958 12,675 (27,495 ) 181,138 Amounts classified as cash equivalents (39,697 ) — — (39,697 ) (42,681 ) — — (42,681 ) Amounts classified as marketable securities $ 111,743 $ 12,821 $ (4,065 ) $ 120,499 $ 153,277 $ 12,675 $ (27,495 ) $ 138,457 |
Unrealized Gain (Loss) on Investments | Gross realized gains and losses from sales of marketable securities, all of which are reported as a component of Other income, net in the Consolidated Statements of Operations, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Gross realized gains $ 3,410 $ 3,196 $ 4,600 $ 6,396 Gross realized losses (418 ) (1,120 ) (793 ) (1,329 ) Realized gains, net $ 2,992 $ 2,076 $ 3,807 $ 5,067 |
Schedule of Unrealized Loss on Investments | The fair value of marketable securities with unrealized losses at June 30, 2015 , and the duration of time such losses had been unrealized were as follows: Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate securities $ 18,790 $ (2,499 ) $ — $ — $ 18,790 $ (2,499 ) Corporate obligations 8,507 (1,412 ) 4,692 (154 ) 13,199 (1,566 ) Total $ 27,297 $ (3,911 ) $ 4,692 $ (154 ) $ 31,989 $ (4,065 ) The fair value of marketable securities with unrealized losses at December 31, 2014 , all of which had unrealized losses for periods of less than twelve months were as follows: Fair Value Gross Unrealized Losses Corporate securities $ 39,869 $ (23,732 ) Corporate obligations 13,530 (3,441 ) Mutual funds 4,873 (322 ) Total $ 58,272 $ (27,495 ) |
Available-for-sale Securities | The amortized cost and estimated fair value of available-for-sale debt securities and marketable securities with no contractual maturities as of June 30, 2015 , by contractual maturity, were as follows: Cost Estimated Fair Value Mature in one year or less $ — $ — Mature after one year through three years — — Mature after three years 35,205 34,298 Total debt securities 35,205 34,298 Securities with no contractual maturities 116,235 125,898 $ 151,440 $ 160,196 |
Schedule of Available-for-sale Securities and Equity Method Investments | The following table summarizes the Company's long-term investments as of June 30, 2015 and December 31, 2014 . For those investments at fair value, the carrying amount of the investment equals its respective fair value. Investment Balance Income (Loss) Recorded in Statement of Operations Three Months Ended June 30, Six Months Ended June 30, (A) AVAILABLE-FOR-SALE SECURITIES June 30, 2015 December 31, 2014 2015 2014 2015 2014 Fair Value Changes Recorded in Accumulated Other Comprehensive Income: Equity securities - U.S. (1) Aerospace/Defense $ 86,170 $ 76,512 Restaurants — 35,637 Manufacturing 431 — Other 569 572 87,170 112,721 Fair Value Changes Recorded in Consolidated Statement of Operations: API (1) — 18,373 $ — $ 159 $ 4,450 $ 160 87,170 131,094 $ — $ 159 $ 4,450 $ 160 (B) EQUITY METHOD INVESTMENTS Investments in Associated Companies: June 30, 2015 December 31, 2014 At Cost: Ownership CoSine 80.6 % 48.3 % — 5,521 $ — $ (80 ) $ (602 ) $ (206 ) Other (5) 6,805 5,705 (149 ) (665 ) (286 ) (2,098 ) At Fair Value: ModusLink Global Solutions, Inc. ("MLNK") (1) 31.5 % 27.7 % 56,865 54,086 (5,779 ) (5,182 ) (4,053 ) (22,460 ) SL Industries, Inc. ("SLI") (1) 25.3 % 24.0 % 38,411 38,799 (4,119 ) 4,915 (388 ) 2,388 JPS Industries, Inc. ("JPS") (1) 38.7 % 38.7 % 43,835 38,406 3,660 (201 ) 5,429 3,016 API Technologies Corp. ("API Tech") (1) 20.6 % 20.6 % 28,700 24,355 5,031 3,539 4,345 3,539 Aviat Networks, Inc. ("Aviat") (1) 12.9 % — % 10,134 — 563 — (724 ) — Other (2) 43.8 % 43.8 % 2,271 2,163 (27 ) (51 ) 108 (162 ) 187,021 169,035 $ (820 ) $ 2,275 $ 3,829 $ (15,983 ) Other Investments at Fair Value - Related Party: SPII Liquidating Trust - Series D ( Fox & Hound) (3) — — $ — $ (3 ) $ — $ (3 ) SPII Liquidating Trust - Series G (SPCA) (2), (3) — 6,811 (36 ) 558 447 456 SPII Liquidating Trust - Series H (SPJSF) (2), (4) — 2,812 (2 ) 920 (86 ) 1,020 — 9,623 $ (38 ) $ 1,475 $ 361 $ 1,473 (C) OTHER INVESTMENTS ModusLink Warrants (2) 1,636 2,199 $ (527 ) $ (951 ) $ (564 ) $ (3,398 ) Total Long-Term Investments $ 275,827 $ 311,951 (1) Level 1 investment. Equity securities totaling $87,170 and $112,721 were classified as Level 1 investments as of June 30, 2015 and December 31, 2014 , respectively. (2) Level 3 investment. For additional information related to the Company's Level 3 investments, see Note 5 - "Fair Value Measurements." (3) Steel Partners China Access I L.P. Trust H was liquidated during the first quarter of 2015. (4) Steel Partners Japan Strategic Fund, L.P. Trust G was liquidated during the second quarter of 2015. (5) Represents Steel Excel's investments in a sports business and iGo, Inc. ("iGo") of 40.0% and 46.9% , respectively and a 50% investment in API Optix s.r.o ("API Optix"), a joint venture investment held by CoSine's API subsidiary. |
Schedule of Activity of Available-for-sale Securities and Equity Method Investments | The following table presents activity for the available-for-sale securities presented in the table above for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (A) AVAILABLE-FOR-SALE SECURITIES Fair Value Changes Recorded in Accumulated Other Comprehensive (Loss) Income: Proceeds from sales $ — $ 468 $ — $ 468 Gross gains from sales $ — $ 31 $ — $ 31 Gross losses from sales — — — — Net investment gain $ — $ 31 $ — $ 31 Change in net unrealized holding (losses) gains included in Accumulated other comprehensive (loss) income $ (10,830 ) $ 5,719 $ 9,651 $ 6,240 Reclassified out of Accumulated other comprehensive (loss) income : Unrealized gains $ 7,185 $ 86 $ 29,663 $ 86 Unrealized losses — — — — Total $ 7,185 $ 86 $ 29,663 $ 86 |
Schedule of Unrealized Gains and Losses on Investments | The cost basis and unrealized gains and losses related to our available-for-sale securities which are classified as long-term investments are as follows: June 30, 2015 December 31, 2014 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Aerospace/Defense $ 11,675 $ 74,495 $ — $ 86,170 $ 11,675 $ 64,837 $ — $ 76,512 Restaurants — — — — 5,974 29,663 — 35,637 Manufacturing 435 — (4 ) 431 — — — — Other 575 — (6 ) 569 575 — (3 ) 572 $ 12,685 $ 74,495 $ (10 ) $ 87,170 $ 18,224 $ 94,500 $ (3 ) $ 112,721 |
Schedule of Additional Disclosures of Associated Companies | This summary data may be derived from unaudited financial statements and may contain a lag. June 30, 2015 December 31, 2014 Summary of balance sheet amounts: Current assets $ 589,652 $ 556,571 Noncurrent assets 139,934 160,202 Total assets $ 729,586 $ 716,773 Current liabilities $ 294,784 $ 257,559 Noncurrent liabilities 114,358 113,217 Total liabilities 409,142 370,776 Parent equity 320,444 345,997 Total liabilities and equity $ 729,586 $ 716,773 Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Summary income statement amounts: Revenue $ 197,805 $ 269,715 $ 418,872 $ 553,114 Gross profit 32,339 40,714 63,527 87,789 Loss from continuing operations (8,146 ) (5,049 ) (6,256 ) (3,204 ) Net (loss) income after noncontrolling interests (8,308 ) 2,721 (1,313 ) 5,170 |
Schedule of Equity Method Investments | The following tables provide combined summarized data with respect to the other investments - related party accounted for under the equity method, at fair value: June 30, 2015 December 31, 2014 Summary of balance sheet amounts: Total assets $ 943 $ 21,966 Total liabilities (943 ) — Net Asset Value $ — $ 21,966 Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Summary income statement amounts: Net (decrease) increase in net assets from operations $ (53 ) $ 3,246 $ 826 $ 3,254 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | Financial assets and liabilities measured at fair value on a recurring basis in the consolidated financial statements as of June 30, 2015 and December 31, 2014 are summarized by type of inputs applicable to the fair value measurements as follows: June 30, 2015 Level 1 Level 2 Level 3 Total Assets: Marketable securities (a) $ 74,808 $ 10,675 $ 35,016 $ 120,499 Long-term investments (a) 265,115 — 3,907 269,022 Investments in certain funds — — 468 468 Precious metal and commodity inventories recorded at fair value 13,195 — — 13,195 Commodity contracts on precious metal and commodity inventories — 846 — 846 Foreign currency forward exchange contracts — 2,331 — 2,331 Total $ 353,118 $ 13,852 $ 39,391 $ 406,361 Liabilities: Financial instruments $ 21,385 $ — $ — $ 21,385 Interest rate swap agreement — (103 ) — (103 ) Total $ 21,385 $ (103 ) $ — $ 21,282 December 31, 2014 Level 1 Level 2 Level 3 Total Assets: Marketable securities (a) $ 93,768 $ 10,793 $ 33,896 $ 138,457 Long-term investments (a) 286,740 — 13,985 300,725 Investments in certain funds — — 525 525 Precious metal and commodity inventories recorded at fair value 13,249 — — 13,249 Commodity contracts on precious metal and commodity inventories 764 — — 764 Total $ 394,521 $ 10,793 $ 48,406 $ 453,720 Liabilities: Financial instruments $ 21,311 $ — $ — $ 21,311 Interest rate swap agreement — 138 — 138 Total $ 21,311 $ 138 $ — $ 21,449 (a) For additional detail of the marketable securities and long-term investments see Note 4 - "Investments." |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Following is a summary of changes in financial assets measured using Level 3 inputs: Investments in Associated Companies Other Investments - Related Party ModusLink Warrants Marketable Securities and Other Total Assets Balance at March 31, 2014 $ 2,131 $ 10,226 $ 3,385 $ 30,391 $ 46,133 Purchases — — — 5,239 5,239 Sales — (1,496 ) — (2,758 ) (4,254 ) Realized loss on sale (129 ) (129 ) Unrealized gains — 1,478 — — 1,478 Unrealized losses (51 ) (3 ) (951 ) (397 ) (1,402 ) Balance at June 30, 2014 $ 2,080 $ 10,205 $ 2,434 $ 32,346 $ 47,065 Balance at March 31, 2015 $ 2,298 $ 7,296 $ 2,163 $ 31,373 $ 43,130 Purchases — — — 5,108 5,108 Sales — (7,258 ) — (359 ) (7,617 ) Realized gain on sale — — — — — Unrealized gains — — — — — Unrealized losses (27 ) (38 ) (527 ) (638 ) (1,230 ) Balance at June 30, 2015 $ 2,271 $ — $ 1,636 $ 35,484 $ 39,391 Long - Term Investments Investments in Associated Companies (a) Other Investments - Related Party (b) ModusLink Warrants (c) Marketable Securities and Other (d) Total Assets Balance at December 31, 2013 $ 2,243 $ 10,228 $ 5,832 $ 24,209 $ 42,512 Purchases — — — 10,538 10,538 Sales — (1,496 ) — (4,732 ) (6,228 ) Realized loss on sale — — — (129 ) (129 ) Unrealized gains — 1,476 — 2,460 3,936 Unrealized losses (163 ) (3 ) (3,398 ) — (3,564 ) Balance at June 30, 2014 $ 2,080 $ 10,205 $ 2,434 $ 32,346 $ 47,065 Balance at December 31, 2014 $ 2,163 $ 9,623 $ 2,199 $ 34,421 $ 48,406 Purchases — — — 5,108 5,108 Sales — (9,985 ) — (522 ) (10,507 ) Realized gain on sale — — — — — Unrealized gains 135 484 — — 619 Unrealized losses (27 ) (122 ) (563 ) (3,523 ) (4,235 ) Balance at June 30, 2015 $ 2,271 $ — $ 1,636 $ 35,484 $ 39,391 (a) Unrealized losses are recorded in (Loss) Income of associated companies, net of taxes in the Company's Consolidated Statements of Operations. (b) Unrealized gains and losses are recorded in (Loss) Income from other investments-related party in the Company's Consolidated Statements of Operations. (c) Unrealized gains and losses are recorded in (Loss) Income from investments held at fair value in the Company's Consolidated Statements of Operations. (d) Realized gains on sale are recorded in Other income, net in the Company's Consolidated Statements of Operations. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Change in Financial Instrument Balance | Activity is summarized below for financial instrument liabilities and related restricted cash: June 30, 2015 2014 Balance, beginning of period $ 21,311 $ 25,090 Settlement of short sales of corporate securities (419 ) — Short sales of corporate securities 209 19,341 Net investment losses 284 1,492 Receipt of dividends, net of interest expense — 88 Balance of financial instrument liabilities and related restricted cash, end of period $ 21,385 $ 46,011 |
Schedule of Outstanding Forward or Future Contracts with Settlement Dates | As of June 30, 2015 , HNH had the following outstanding forward contracts with settlement dates through September 2015. There were no futures contracts outstanding as of June 30, 2015 . Commodity Amount Notional Value Silver 885,000 ounces $ 14,000 Gold 1,100 ounces $ 1,300 Copper 350,000 pounds $ 900 Tin 40 metric tons $ 600 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | Fair Value and carrying amount of Derivative Instruments in the Company's Consolidated Balance Sheets is as follows. Derivative Balance Sheet Location June 30, 2015 December 31, 2014 Commodity contracts (a), (b) Prepaid and other current assets $ 603 $ 667 Commodity contracts (c) Prepaid and other current assets $ 243 $ 97 Interest rate swap agreements Other current liabilities $ (103 ) $ (138 ) Foreign exchange forward contracts (a), (d) Accrued liabilities $ 2,266 $ — Foreign exchange forward contracts (a), (d) Accrued liabilities $ (42 ) $ — Foreign exchange forward contracts (a), (b) Trade and other receivables/Prepaid and other current assets $ 107 $ — (a) Designated as hedging instruments as of June 30, 2015 . (b) Fair value hedge (c) Economic hedge (d) Cash flow hedge |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | Effect of derivative instruments on the Company's Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Derivative Statement of Operations Location Gain (loss) Gain (loss) Gain (loss) Gain (loss) Commodity contracts (a), (b) Cost of goods sold $ 893 $ (783 ) $ (21 ) $ (909 ) Commodity contracts (c) Realized and unrealized (gain) loss on derivatives 312 (606 ) 105 (466 ) Interest rate swap agreements Interest expense, net (18 ) (80 ) (63 ) (125 ) Foreign exchange forward contracts (a), (d) Revenues/Costs of sales 610 — 610 — Foreign exchange forward contracts (a), (b) Other income, net 111 — 111 — Total derivatives $ 1,908 $ (1,469 ) $ 742 $ (1,500 ) (a) Designated as hedging instruments as of June 30, 2015 . (b) Fair value hedge (c) Economic hedge (d) Cash flow hedge |
Trade, Other and Loans Receiv37
Trade, Other and Loans Receivable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Trade and Other Receivables | Trade and Other Receivables, Net June 30, December 31, Trade accounts receivable net of allowance for $ 130,812 $ 85,553 Other receivables 4,634 1,887 Total $ 135,446 $ 87,440 Loans Receivable Major classification of WebBank’s loans receivable at June 30, 2015 and December 31, 2014 are as follows: Total Current Non-current June 30, 2015 % December 31, 2014 % June 30, 2015 December 31, 2014 June 30, 2015 December 31, 2014 Loans held for sale $ 84,168 52 % $ 40,886 35 % $ 84,168 $ 40,886 $ — $ — Real estate loans: Commercial – owner occupied $ 1,596 1 % $ 1,650 1 % 99 96 $ 1,497 1,554 Commercial – other 282 — % 264 — % — — 282 264 Total real estate loans 1,878 1 % 1,914 1 % 99 96 1,779 1,818 Commercial and industrial 74,775 47 % 75,706 64 % 1,226 1,142 73,549 74,564 Total loans 76,653 48 % 77,620 65 % 1,325 1,238 75,328 76,382 Less: Deferred fees and discounts (17 ) (20 ) (17 ) (20 ) — — Allowance for loan losses (624 ) (557 ) (624 ) (557 ) — — Total loans receivable, net $ 76,012 $ 77,043 684 661 75,328 76,382 Loans receivable, including loans held for sale (a) $ 84,852 $ 41,547 $ 75,328 $ 76,382 (a) The carrying value is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities. The fair value of loans receivable, including loans held for sale, net was $160,355 and $117,346 at June 30, 2015 and December 31, 2014 , respectively. |
Allowance for Loan and Lease Losses | Changes in the allowance for loan losses are summarized as follows: Real Estate Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total March 31, 2014 $ 35 $ 28 $ 346 $ 409 Charge-offs — — — — Recoveries 1 11 6 18 Provision (2 ) (9 ) (54 ) (65 ) June 30, 2014 34 30 298 362 March 31, 2015 60 11 567 638 Charge-offs — — — — Recoveries 2 11 5 18 Provision (15 ) (12 ) (5 ) (32 ) June 30, 2015 $ 47 $ 10 $ 567 $ 624 Real Estate Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total December 31, 2013 $ 77 $ 28 $ 319 $ 424 Charge-offs — — (3 ) (3 ) Recoveries 63 18 14 95 Provision (106 ) (16 ) (32 ) (154 ) June 30, 2014 $ 34 $ 30 298 $ 362 December 31, 2014 $ 64 $ 12 $ 481 $ 557 Charge-offs — — — — Recoveries 3 22 12 37 Provision (20 ) (24 ) 74 30 June 30, 2015 $ 47 $ 10 $ 567 $ 624 The ALLL and outstanding loan balances according to the Company’s impairment method are summarized as follows: Real Estate June 30, 2015 Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total Allowance for loan losses: Individually evaluated for impairment $ — $ — $ 57 $ 57 Collectively evaluated for impairment 47 10 510 567 Total $ 47 $ 10 $ 567 $ 624 Outstanding Loan balances: Individually evaluated for impairment $ 378 $ — $ 85 $ 463 Collectively evaluated for impairment 1,218 282 74,690 76,190 Total $ 1,596 $ 282 $ 74,775 $ 76,653 Real Estate December 31, 2014 Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total Allowance for loan losses: Individually evaluated for impairment $ — $ — $ 52 $ 52 Collectively evaluated for impairment 64 12 429 505 Total $ 64 $ 12 $ 481 $ 557 Outstanding Loan balances: Individually evaluated for impairment (1) $ 374 $ — $ 84 $ 458 Collectively evaluated for impairment 1,276 264 75,622 77,162 Total $ 1,650 $ 264 $ 75,706 $ 77,620 (1) $4 is guaranteed by the USDA or SBA. |
Past Due Loans (Accruing and Nonaccruing) | Nonaccrual loans are summarized as follows: June 30, December 31, Real Estate Loans: Commercial - Owner Occupied $ 360 $ 374 Total Real Estate Loans 360 374 Commercial and Industrial 16 16 Total Loans $ 376 $ 390 Past due loans (accruing and nonaccruing) are summarized as follows: June 30, 2015 Current 30-89 days 90+ days Total Total Recorded Nonaccrual Real Estate Loans: Commercial - Owner Occupied $ 1,218 $ 375 $ 3 $ 378 $ 1,596 $ — $ — Commercial - Other 282 — — — 282 — — Total Real Estate Loans 1,500 375 3 378 1,878 — — Commercial and Industrial 74,709 — 66 66 74,775 50 — Total Loans $ 76,209 $ 375 $ 69 $ 444 $ 76,653 $ 50 $ — (1) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected. December 31, 2014 Current 30-89 days 90+ days Total Total Recorded Nonaccrual Real Estate Loans: Commercial - Owner Occupied $ 1,228 $ 49 $ 373 $ 422 $ 1,650 $ — $ — Commercial - Other 264 — — — 264 — — Total Real Estate Loans 1,492 49 373 422 1,914 — — Commercial and Industrial 75,635 3 68 71 75,706 52 — Total Loans $ 77,127 $ 52 $ 441 $ 493 $ 77,620 $ 52 $ — (1) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected. (2) $4 is guaranteed by the USDA or SBA. |
Outstanding Loans (Accruing and Nonaccruing) | Outstanding loan balances (accruing and nonaccruing) categorized by these credit quality indicators are summarized as follows: June 30, 2015 Pass Special Sub- Doubtful Total loans Real Estate Loans: Commercial - Owner Occupied $ 1,218 $ — $ 378 $ — $ 1,596 Commercial - Other 282 — — — 282 Total Real Estate Loans 1,500 — 378 — 1,878 Commercial and Industrial 73,511 1,179 85 — 74,775 Total Loans $ 75,011 $ 1,179 $ 463 $ — $ 76,653 December 31, 2014 Pass Special Sub- Doubtful Total loans Real Estate Loans: Commercial - Owner Occupied $ 1,258 $ 19 $ 373 $ — $ 1,650 Commercial - Other 264 — — — 264 Total Real Estate Loans 1,522 19 373 — 1,914 Commercial and Industrial 74,439 1,183 84 — 75,706 Total Loans $ 75,961 $ 1,202 $ 457 $ — $ 77,620 (1) $4 is guaranteed by the USDA or SBA. |
Impaired Loans | Information on impaired loans is summarized as follows: Recorded investment June 30, 2015 Unpaid principle with no with Total recorded Related Average recorded Real Estate Loans: Commercial - Owner Occupied $ 435 $ 360 $ 18 $ 378 $ 1 $ 274 Total Real Estate Loans 435 360 18 378 1 274 Commercial and Industrial 194 27 56 83 57 63 Total Loans $ 629 $ 387 $ 74 $ 461 $ 58 $ 337 Recorded investment December 31, 2014 Unpaid principle with no with Total recorded Related Average recorded Real Estate Loans: Commercial - Owner Occupied $ 430 $ 374 $ — $ 374 $ — $ 750 Total Real Estate Loans 430 374 — 374 — 750 Commercial and Industrial 193 28 56 84 52 131 Total Loans $ 623 $ 402 $ 56 $ 458 $ 52 $ 881 (1) $4 is guaranteed by the USDA or SBA . |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | A summary of Inventories, net is as follows: June 30, December 31, Finished products $ 34,854 $ 24,424 In-process 13,862 10,310 Raw materials 23,871 12,346 Fine and fabricated precious metal in various stages of completion 20,432 17,094 93,019 64,174 LIFO reserve (92 ) (90 ) Total $ 92,927 $ 64,084 |
Inventory Supplemental Disclosure | June 30, December 31, Supplemental inventory information: Precious metals stated at LIFO cost $ 7,909 $ 4,839 Precious metals stated under non-LIFO cost methods, primarily at fair value 12,431 12,165 Market value per ounce: Silver 15.79 15.75 Gold 1,170.50 1,199.25 Palladium 676.00 798.00 |
Property, Plant and Equipment39
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | A summary of property, plant and equipment, net is as follows: June 30, December 31, Land $ 21,105 $ 9,523 Buildings and improvements 60,807 53,742 Machinery, equipment and other 217,727 194,356 Construction in progress 15,699 4,738 315,338 262,359 Accumulated depreciation and amortization (90,287 ) (78,045 ) Net property, plant and equipment $ 225,051 $ 184,314 |
Goodwill and Other Intangible40
Goodwill and Other Intangibles, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Reconciliation of the change in the carrying value of goodwill | The fair value of the Energy segment exceeded its carrying value, resulting in no impairment of goodwill in the period. December 31, 2014 Diversified Energy Corporate Total Balance at beginning of year Gross Goodwill $ 26,260 $ 64,790 $ 81 $ 91,131 Accumulated impairments — (3,769 ) — (3,769 ) Net Goodwill 26,260 61,021 81 87,362 Acquisitions — — — — Impairment — (41,450 ) — (41,450 ) Currency translation adjustment (37 ) — — (37 ) Other adjustments (a) 76 — — 76 Balance at end of period Gross Goodwill 26,299 64,790 81 91,170 Accumulated impairments — (45,219 ) — (45,219 ) Net Goodwill $ 26,299 $ 19,571 $ 81 $ 45,951 (a) Represents final purchase price allocation adjustments, including a final working capital adjustment, associated with the HNH acquisition of W.P. Hickman Company . A reconciliation of the change in the carrying value of goodwill by reportable segment is as follows: June 30, 2015 Diversified Energy Corporate Total Balance at beginning of year Gross Goodwill $ 26,299 $ 64,790 $ 81 $ 91,170 Accumulated impairments — (45,219 ) — (45,219 ) Net Goodwill 26,299 19,571 81 45,951 Acquisitions (a) 50,392 — — 50,392 Impairment — — — — Currency translation adjustment (22 ) — — (22 ) Other adjustments — — — — Balance at end of period Gross Goodwill 76,669 64,790 81 141,540 Accumulated impairments — (45,219 ) — (45,219 ) Net Goodwill $ 76,669 $ 19,571 $ 81 $ 96,321 (a) Goodwill from acquisitions relates to HNH's acquisition of ITW and the acquisitions of CoSine and API. These balances are subject to adjustment during the finalization of the purchase price allocation for these acquisitions. For additional information, see Note 2 - "Acquisitions". |
Summary of Intangible Assets | A summary of Other intangible assets, net is as follows: June 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 133,152 $ 34,947 $ 98,205 $ 113,952 $ 29,726 $ 84,226 Trademarks 34,154 6,960 27,194 28,803 5,856 22,947 Patents and technology 16,907 6,715 10,192 16,773 6,023 10,750 Other 6,804 2,103 4,701 2,426 1,799 627 $ 191,017 $ 50,725 $ 140,292 $ 161,954 $ 43,404 $ 118,550 |
Bank Deposits (Tables)
Bank Deposits (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Banking and Thrift [Abstract] | |
Deposit Liabilities | A summary of WebBank deposits is as follows: Time deposits year of maturity: June 30, December 31, 2015 $ 14,689 $ 27,001 2016 58,431 50,386 2017 38,664 26,671 2018 19,956 — Total time deposits 131,740 104,058 Money market deposits 55,926 60,802 Total deposits (a) $ 187,666 $ 164,860 Current $ 84,740 $ 87,804 Long-term 102,926 77,056 Total deposits $ 187,666 $ 164,860 Time deposit accounts under $100 $ 110,535 $ 86,274 Time deposit accounts $100 and over 21,205 17,784 Total time deposits $ 131,740 $ 104,058 (a) The carrying value is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities. The fair value of deposits was $187,460 and $165,381 at June 30, 2015 and December 31, 2014 , respectively. |
Long-term Debt and Capital Le42
Long-term Debt and Capital Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Capital Lease Obligations | Debt and capital lease obligations consists of the following: June 30, December 31, Short term debt: CoSine - Foreign $ 798 $ — HNH - Foreign 835 602 Short-term debt 1,633 602 Long-term debt: Steel Excel Term Loan 72,678 79,285 HNH Revolving Facilities 81,900 193,375 SPLP Revolving Facility 66,881 33,788 CoSine Term Loans 2,877 — CoSine Revolving Facilities 23,737 — Other debt - domestic 7,839 8,014 Foreign loan facilities 1,340 1,412 Subtotal 257,252 315,874 Less portion due within one year 19,927 19,592 Long-term debt 237,325 296,282 Total debt $ 258,885 $ 316,476 Capital lease facility Current portion of capital lease $ 447 $ 486 Long-term portion of capital lease 120 288 $ 567 $ 774 |
Pension Benefit Plans (Tables)
Pension Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | The following table presents the components of pension expense and components of other post-retirement benefit expense (income) for HNH's pension plans and the pension plan of CoSine's API subsidiary: Pension Benefits Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Interest cost $ 5,664 $ 5,248 $ 10,424 $ 10,496 Expected return on plan assets (6,513 ) (6,050 ) (12,030 ) (12,100 ) Administrative costs / investment management fees 189 — 189 — Amortization of actuarial loss 1,595 577 3,190 1,154 Total $ 935 $ (225 ) $ 1,773 $ (450 ) |
Capital and Accumulated Other44
Capital and Accumulated Other Comprehensive (Loss) Income (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income | Changes, net of tax, in Accumulated other comprehensive income are as follows: Six Months Ended June 30, 2015 Unrealized gain on available-for-sale securities Unrealized gain on derivative financial instruments Cumulative translation adjustment Change in net pension and other benefit obligations Total Balance at beginning of period $ 83,137 $ — $ (4,691 ) $ (75,641 ) $ 2,805 Other comprehensive income (loss), net of tax - before reclassifications (a) 13,432 9 11 1,076 14,528 Reclassification adjustments, net of tax (b) (22,736 ) — — — (22,736 ) Net other comprehensive income (loss) attributable to common unit holders (c) (9,304 ) 9 11 1,076 (8,208 ) Balance at end of period $ 73,833 $ 9 $ (4,680 ) $ (74,565 ) $ (5,403 ) (a) Net of a tax benefit of approximately $783 . (b) Net of a tax provision of approximately $3,861 . (c) Amounts do not include net unrealized gains on available-for-sale securities of $7,972 , unrealized gains on derivative financial instruments of $2 , cumulative translation adjustment losses of $178 and income from the change in pension and other post-retirement obligations of $551 , which are attributable to noncontrolling interests. |
Net Income (Loss) Per Common 45
Net Income (Loss) Per Common Unit (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following data was used in computing net income (loss) per common unit shown in the Company's Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net income from continuing operations $ 9,154 $ 17,573 $ 27,961 $ 3,216 Net loss (income) from continuing operations attributable to noncontrolling interests in consolidated entities 1,520 (9,825 ) 5,104 (9,755 ) Net income (loss) from continuing operations attributable to common unit holders 10,674 7,748 33,065 (6,539 ) (Loss) Income from discontinued operations (148 ) 3,624 86,823 6,435 Net loss (income) from discontinued operations attributable to noncontrolling interests in consolidated entities 53 (1,577 ) (30,878 ) (2,807 ) Net (loss) income from discontinued operations attributable to common unit holders (95 ) 2,047 55,945 3,628 Net income (loss) attributable to common unitholders $ 10,579 $ 9,795 $ 89,010 $ (2,911 ) Net income (loss) per common unit - basic: Net income (loss) from continuing operations $ 0.39 $ 0.27 $ 1.20 $ (0.22 ) Net income from discontinued operations — 0.07 2.02 0.12 Net income (loss) attributable to common unitholders $ 0.39 $ 0.34 $ 3.22 $ (0.10 ) Net income (loss) per common unit – diluted: Net income (loss) from continuing operations $ 0.38 $ 0.27 $ 1.19 $ (0.22 ) Net income from discontinued operations — 0.07 2.01 0.12 Net income (loss) attributable to common unitholders $ 0.38 $ 0.34 $ 3.20 $ (0.10 ) Weighted average common units outstanding - basic 27,640,332 28,739,858 27,649,363 29,765,843 Incentive units 59,185 — 224,253 — Unvested restricted units 26,705 35,582 26,083 — Denominator for net income per common unit - diluted (a) 27,726,222 28,775,440 27,899,699 29,765,843 (a) For the six months ended June 30, 2014 the diluted per unit calculation was based on the basic weighted average units only since the impact of 16,032 incentive units and 35,134 unvested restricted stock units would have been anti-dilutive. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment information is presented below: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue: Diversified industrial $ 193,271 $ 168,546 $ 331,253 $ 304,033 Energy 35,610 51,924 74,495 97,083 Financial services 15,484 8,023 27,660 14,989 Corporate and other 7,289 (490 ) 32,827 (245 ) Total $ 251,654 $ 228,003 $ 466,235 $ 415,860 Income (Loss) from continuing operations before income taxes: Diversified industrial $ 15,853 $ 20,215 $ 25,422 $ 24,989 Energy (15,921 ) 9,183 (23,013 ) 12,576 Financial services 10,479 5,172 17,823 9,250 Corporate and other 2,403 (9,254 ) 19,309 (34,688 ) Income from continuing operations before income taxes 12,814 25,316 39,541 12,127 Income tax provision 3,660 7,743 11,580 8,911 Net income from continuing operations $ 9,154 $ 17,573 $ 27,961 $ 3,216 Income (loss) from equity method investments: Diversified industrial $ (459 ) $ 4,714 $ 5,041 $ 5,404 Energy 5,445 2,874 3,335 1,441 Corporate and other (5,844 ) (3,838 ) (4,186 ) (21,355 ) Total $ (858 ) $ 3,750 $ 4,190 $ (14,510 ) |
Regulatory Matters (Tables)
Regulatory Matters (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Regulatory Matters [Abstract] | |
Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations | WebBank expects that its capital ratios under Basel III will continue to exceed the well capitalized minimum capital requirements and such amounts are disclosed in the table below: Amount of Capital Required For capital To be well capitalized under Actual adequacy purposes prompt corrective provisions As of June 30, 2015 Amount Ratio Amount Ratio Amount Ratio Total Capital (to risk-weighted assets) $ 48,509 21.87 % $ 17,748 8 % $ 22,186 10 % Tier 1 Capital (to risk-weighted assets) $ 47,697 21.5 % $ 13,311 6 % $ 17,748 8 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 47,697 21.5 % $ 9,983 4.5 % $ 14,421 6.5 % Tier 1 Capital (to average assets) $ 47,697 19.43 % $ 9,819 4 % $ 12,274 5 % As of December 31, 2014 Total Capital (to risk-weighted assets) $ 42,861 24.99 % $ 13,720 8 % $ 17,150 10 % Tier 1 Capital (to risk-weighted assets) $ 42,116 24.56 % $ 6,860 4 % $ 10,290 6 % Tier 1 Capital (to average assets) $ 42,116 19.53 % $ 8,627 4 % $ 10,784 5 % |
Nature of the Business and Ba48
Nature of the Business and Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Income tax provision | $ 3,660 | $ 7,743 | $ 11,580 | $ 8,911 | |
BNS Liquidating Trust (BNS Liquidating Trust) | |||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Ownership (as a percent) | 84.90% | 84.90% | 84.90% | ||
CoSine Communications, Inc. (CoSine) | |||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Ownership (as a percent) | 80.60% | 80.60% | 48.30% | ||
DGT Holdings Corp. (DGT) | |||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Ownership (as a percent) | 82.70% | 82.70% | 82.70% | ||
Handy & Harman Ltd. (HNH) | |||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Ownership (as a percent) | 66.10% | 66.10% | 66.20% | ||
SPH Services, Inc. (SPH Services) | |||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Ownership (as a percent) | 100.00% | 100.00% | 100.00% | ||
Steel Excel Inc. (Steel Excel) | |||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Ownership (as a percent) | 57.10% | 57.10% | 57.90% | ||
Steel Excel Inc. (Steel Excel) | Restatement Adjustment | Income Tax Expense | |||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Income tax provision | $ 3,500 | ||||
WebFinancial Holding Corporation (WebFinancial) | |||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Ownership (as a percent) | 100.00% | 100.00% | 100.00% |
Acquisitions Narrative (Details
Acquisitions Narrative (Details) $ / shares in Units, $ in Thousands | Apr. 17, 2015USD ($) | Mar. 31, 2015USD ($) | Jan. 20, 2015USD ($)shares | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Feb. 04, 2015£ / shares | Jan. 20, 2015£ / shares | Jan. 20, 2015USD ($)$ / shares | Jan. 19, 2015 | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 96,321 | $ 96,321 | $ 45,951 | $ 87,362 | |||||||
SPH Holdings | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value (in dollars per share) | $ / shares | $ 2.51 | ||||||||||
Fair value of equity | $ 12,011 | ||||||||||
CoSine | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership percentage (as a percent) | 80.60% | 80.60% | 48.30% | ||||||||
CoSine | SPH Holdings | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership percentage (as a percent) | 48.00% | ||||||||||
CoSine Communications, Inc. (CoSine) | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of consideration paid | 66,239 | ||||||||||
Goodwill | $ 8,295 | ||||||||||
CoSine Communications, Inc. (CoSine) | SPH Holdings | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Voting interest acquired (as a percent) | 80.00% | ||||||||||
Price per share (in dollars per share) | £ / shares | £ 0.60 | £ 0.60 | |||||||||
Investment gain | $ 6,900 | ||||||||||
CoSine Communications, Inc. (CoSine) | SPH Holdings | Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares acquired | shares | 16,500,000 | ||||||||||
CoSine Communications, Inc. (CoSine) | SPH Holdings | Preferred Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares acquired | shares | 12,761 | ||||||||||
Dividend rate (as a percent) | 7.50% | ||||||||||
CoSine Communications, Inc. (CoSine) | API Group plc (API) | SPH Holdings | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares contributed | shares | 24,807,203 | ||||||||||
CoSine Communications, Inc. (CoSine) | Nathan's Famous, Inc. | SPH Holdings | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Shares contributed | shares | 445,456 | ||||||||||
CoSine Communications, Inc. (CoSine) | Bidco | SPH Holdings | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership percentage (as a percent) | 98.00% | ||||||||||
API Group plc (API) | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of consideration paid | $ 47,866 | $ 22,861 | $ 70,727 | ||||||||
Property, plant and equipment | 43,928 | ||||||||||
Goodwill | 20,327 | ||||||||||
Other intangible assets | 23,977 | ||||||||||
Acquisition related costs | 1,161 | ||||||||||
Fair value adjustment | 1,028 | ||||||||||
API Group plc (API) | Trade Names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | $ 5,222 | ||||||||||
Useful life (in years) | 10 years | ||||||||||
API Group plc (API) | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Other intangible assets | $ 18,738 | ||||||||||
Useful life (in years) | 7 years | ||||||||||
ITW | OMG | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of consideration paid | $ 27,400 | ||||||||||
Working capital adjustment | 400 | ||||||||||
Net working capital | 1,700 | ||||||||||
Property, plant and equipment | 100 | ||||||||||
Intangible assets | 4,400 | ||||||||||
Goodwill | $ 21,300 | ||||||||||
CoSine Communications, Inc. and API Group plc | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenue since acquisition | $ 26,796 | 26,796 | |||||||||
Income (loss) since acquisition | $ 1,500 | $ (968) |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Assets of discontinued operations: | |||||
Trade and other receivables | $ 0 | $ 0 | $ 16,044 | ||
Inventories, net | 0 | 0 | 8,294 | ||
Other current assets | 0 | 0 | 811 | ||
Goodwill | 0 | 0 | 6,582 | ||
Other intangible assets, net | 0 | 0 | 14,230 | ||
Property, plant and equipment, net | 2,500 | 2,500 | 30,457 | ||
Total assets | 2,500 | 2,500 | 76,418 | ||
Liabilities of discontinued operations: | |||||
Trade payables and accrued liabilities | 450 | 450 | 6,702 | ||
Other current liabilities | 0 | 0 | 3,986 | ||
Accrued pension liability | 0 | 0 | 1,794 | ||
Other liabilities | 0 | 0 | 719 | ||
Total liabilities | 450 | 450 | $ 13,201 | ||
Results | |||||
Sales | 0 | $ 26,946 | 5,952 | $ 53,306 | |
Net income | 0 | 3,624 | 565 | 6,393 | |
Income (loss) after taxes and noncontrolling interests | 2 | 2,046 | (1,115) | 3,604 | |
(Loss) Gain on sale of discontinued operations after taxes and noncontrolling interests | $ (99) | $ 0 | $ 57,059 | $ 23 |
Acquisitions Consideration Paid
Acquisitions Consideration Paid (Details) - Jan. 20, 2015 - CoSine Communications, Inc. (CoSine) - USD ($) $ / shares in Units, $ in Thousands | Total |
Business Acquisition [Line Items] | |
Fair Value of Consideration Paid | $ 66,239 |
API Technologies Corp. (API Tech) | |
Business Acquisition [Line Items] | |
Fair Value of Consideration Paid | $ 22,823 |
Payment to acquire business, shares | 24,807,203 |
Price per share (in dollars per share) | $ 0.92 |
CoSine Communications, Inc. (CoSine) | |
Business Acquisition [Line Items] | |
Fair Value of Consideration Paid | $ 12,011 |
Payment to acquire business, shares | 4,779,721 |
Price per share (in dollars per share) | $ 2.51 |
Nathan's Famous, Inc. | |
Business Acquisition [Line Items] | |
Fair Value of Consideration Paid | $ 31,405 |
Payment to acquire business, shares | 445,456 |
Price per share (in dollars per share) | $ 70.50 |
Discontinued Operations Narrati
Discontinued Operations Narrative (Details) $ in Thousands | Dec. 18, 2014USD ($) |
HNH | Arlon LLC | |
Schedule of Sale of Discontinued Operation [Line Items] | |
Consideration | $ 157,000 |
Acquisitions Allocation of Cons
Acquisitions Allocation of Consideration Paid (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Apr. 17, 2015 | Jan. 20, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Assets: | |||||
Goodwill | $ 96,321 | $ 45,951 | $ 87,362 | ||
API Group plc (API) | |||||
Assets: | |||||
Cash | $ 5,989 | ||||
Trade and other receivables | 24,160 | ||||
Inventories | 23,714 | ||||
Prepaid expenses and other current assets | 6,452 | ||||
Property, plant and equipment | 43,928 | ||||
Investments | 1,395 | ||||
Goodwill | 20,327 | ||||
Other intangible assets | 23,977 | ||||
Total assets acquired | 149,942 | ||||
Liabilities: | |||||
Accounts payable | 24,639 | ||||
Other accrued Liabilities | 6,025 | ||||
Short-term debt | 2,105 | ||||
Long-term debt | 23,348 | ||||
Accrued pension liability | 22,006 | ||||
Deferred income taxes | 1,092 | ||||
Total liabilities assumed | 79,215 | ||||
Net assets acquired | $ 70,727 | ||||
CoSine Communications, Inc. (CoSine) | |||||
Assets: | |||||
Cash | $ 17,614 | ||||
Prepaid expenses and other current assets | 7 | ||||
Investments | 54,228 | ||||
Goodwill | 8,295 | ||||
Total assets acquired | 80,144 | ||||
Liabilities: | |||||
Accounts payable | 280 | ||||
Other accrued Liabilities | 783 | ||||
Total liabilities assumed | 1,063 | ||||
Fair value of noncontrolling interest | 12,842 | ||||
Net assets acquired | $ 66,239 |
Acquisitions Pro Forma Informat
Acquisitions Pro Forma Information (Details) - API Group plc (API) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 265,213 | $ 275,049 | $ 521,359 | $ 511,625 |
Net income (loss) attributable to common unitholders | $ 11,304 | $ 11,036 | $ 89,188 | $ (413) |
Net income (loss) per common unit - basic (in dollars per share) | $ 0.41 | $ 0.38 | $ 3.23 | $ (0.01) |
Net income (loss) per common unit - diluted (in dollars per share) | $ 0.41 | $ 0.38 | $ 3.20 | $ (0.01) |
Investments Short-Term Investme
Investments Short-Term Investments (Details) - Steel Excel - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | $ 151,440 | $ 151,440 | |||
Fair value | 160,196 | 160,196 | |||
Securities sold during the period | 26,804 | $ 55,200 | 49,902 | $ 95,700 | |
Available for sale securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 151,440 | 151,440 | $ 195,958 | ||
Gross Unrealized Gains | 12,821 | 12,821 | 12,675 | ||
Gross Unrealized Losses | (4,065) | (4,065) | (27,495) | ||
Fair value | 160,196 | 160,196 | 181,138 | ||
Amounts classified as cash equivalents | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 39,697 | 39,697 | 42,681 | ||
Fair value | 39,697 | 39,697 | 42,681 | ||
Amounts classified as marketable securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 111,743 | 111,743 | 153,277 | ||
Gross Unrealized Gains | 12,821 | 12,821 | 12,675 | ||
Gross Unrealized Losses | (4,065) | (4,065) | (27,495) | ||
Fair value | 120,499 | 120,499 | 138,457 | ||
Short-term deposits | Available for sale securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 39,697 | 39,697 | 42,681 | ||
Gross Unrealized Gains | 0 | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | 0 | ||
Fair value | 39,697 | 39,697 | 42,681 | ||
Mutual funds | Available for sale securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 11,835 | 11,835 | 17,030 | ||
Gross Unrealized Gains | 4,526 | 4,526 | 4,262 | ||
Gross Unrealized Losses | 0 | 0 | (322) | ||
Fair value | 16,361 | 16,361 | 20,970 | ||
Equity securities | Available for sale securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 64,703 | 64,703 | 103,761 | ||
Gross Unrealized Gains | 7,636 | 7,636 | 7,821 | ||
Gross Unrealized Losses | (2,499) | (2,499) | (23,732) | ||
Fair value | 69,840 | 69,840 | 87,850 | ||
Corporate obligations | Available for sale securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 35,205 | 35,205 | 32,486 | ||
Gross Unrealized Gains | 659 | 659 | 592 | ||
Gross Unrealized Losses | (1,566) | (1,566) | (3,441) | ||
Fair value | $ 34,298 | $ 34,298 | $ 29,637 |
Investments Gross Realized Gain
Investments Gross Realized Gains and Losses (Details) - Steel Excel Inc. - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Gain (Loss) on Investments [Line Items] | ||||
Gross realized gains | $ 3,410 | $ 3,196 | $ 4,600 | $ 6,396 |
Gross realized losses | (418) | (1,120) | (793) | (1,329) |
Realized gains, net | $ 2,992 | $ 2,076 | $ 3,807 | $ 5,067 |
Investments Fair Value (Details
Investments Fair Value (Details) - Steel Excel Inc. - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value | |||
Less Than 12 Months | $ 27,297 | $ 27,297 | |
12 Months or Greater | 4,692 | 4,692 | |
Total | 31,989 | 31,989 | $ 58,272 |
Gross Unrealized Losses | |||
Less Than 12 Months | (3,911) | (3,911) | |
12 Months or Greater | (154) | (154) | |
Total | (4,065) | (4,065) | (27,495) |
Impairment | 22,700 | 22,700 | |
Corporate securities | |||
Fair Value | |||
Less Than 12 Months | 18,790 | 18,790 | |
12 Months or Greater | 0 | 0 | |
Total | 18,790 | 18,790 | 39,869 |
Gross Unrealized Losses | |||
Less Than 12 Months | (2,499) | (2,499) | |
12 Months or Greater | 0 | 0 | |
Total | (2,499) | (2,499) | (23,732) |
Corporate obligations | |||
Fair Value | |||
Less Than 12 Months | 8,507 | 8,507 | |
12 Months or Greater | 4,692 | 4,692 | |
Total | 13,199 | 13,199 | 13,530 |
Gross Unrealized Losses | |||
Less Than 12 Months | (1,412) | (1,412) | |
12 Months or Greater | (154) | (154) | |
Total | $ (1,566) | $ (1,566) | (3,441) |
Mutual funds | |||
Fair Value | |||
Total | 4,873 | ||
Gross Unrealized Losses | |||
Total | $ (322) |
Investments Amortized Cost and
Investments Amortized Cost and Estimated Fair Value (Details) - Steel Excel $ in Thousands | Jun. 30, 2015USD ($) |
Cost | |
Mature in one year or less | $ 0 |
Mature after one year through three years | 0 |
Mature after three years | 35,205 |
Total debt securities | 35,205 |
Securities with no contractual maturities | 116,235 |
Cost | 151,440 |
Estimated Fair Value | |
Mature in one year or less | 0 |
Mature after one year through three years | 0 |
Mature after three years | 34,298 |
Total debt securities | 34,298 |
Securities with no contractual maturities | 125,898 |
Fair value | $ 160,196 |
Investments Long-Term Investmen
Investments Long-Term Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | May. 31, 2014 | |
Equity securities - U.S. | ||||||
Investment Balance | $ 87,170 | $ 87,170 | $ 131,094 | |||
Income (Loss) Recorded in Statement of Operations | 0 | $ 159 | 4,450 | $ 160 | ||
Investments in Associated Companies: | ||||||
Investment Balance | 187,021 | 187,021 | 169,035 | |||
Income (Loss) Recorded in Statement of Operations | (820) | 2,275 | 3,829 | (15,983) | ||
Other Investments at Fair Value - Related Party: | ||||||
Investment Balance - Total | 0 | 0 | 9,623 | |||
(Loss) Income from other investments - related party | (38) | 1,475 | 361 | 1,473 | ||
(C) OTHER INVESTMENTS | ||||||
Total Long-Term Investments | 275,827 | 275,827 | 311,951 | |||
Fair Value, Measurements, Recurring | Level 1 | ||||||
Equity securities - U.S. | ||||||
Investment Balance | 87,170 | 87,170 | 112,721 | |||
SPII Liquidating Trust - Series D (Fox and Hound) | ||||||
Other Investments at Fair Value - Related Party: | ||||||
Investment Balance | 0 | 0 | 0 | |||
(Loss) Income from other investments - related party | 0 | (3) | 0 | (3) | ||
SPII Liquidating Trust - Series G (SPCA) | ||||||
Other Investments at Fair Value - Related Party: | ||||||
Investment Balance | 0 | 0 | 6,811 | |||
(Loss) Income from other investments - related party | (36) | 558 | 447 | 456 | ||
SPII Liquidating Trust - Series H (SPJSF) | ||||||
Other Investments at Fair Value - Related Party: | ||||||
Investment Balance | 0 | 0 | $ 2,812 | |||
(Loss) Income from other investments - related party | $ (2) | 920 | $ (86) | 1,020 | ||
CoSine | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 80.60% | 80.60% | 48.30% | |||
Investment Balance | $ 0 | $ 0 | $ 5,521 | |||
Income (Loss) Recorded in Statement of Operations | $ 0 | (80) | $ (602) | (206) | ||
Other | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 46.90% | 46.90% | ||||
Investment Balance | $ 6,805 | $ 6,805 | $ 5,705 | |||
Income (Loss) Recorded in Statement of Operations | $ (149) | (665) | $ (286) | (2,098) | ||
ModusLink Global Solutions, Inc. (MLNK) | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 31.50% | 31.50% | 27.70% | |||
Investment Balance | $ 56,865 | $ 56,865 | $ 54,086 | |||
Income (Loss) Recorded in Statement of Operations | (5,779) | (5,182) | (4,053) | (22,460) | ||
(C) OTHER INVESTMENTS | ||||||
Investment Balance | 1,636 | 1,636 | $ 2,199 | |||
Income (Loss) Recorded in Statement of Operations | $ (527) | (951) | $ (564) | (3,398) | ||
SL Industries, Inc. (SLI) | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 25.30% | 25.30% | 24.00% | |||
Investment Balance | $ 38,411 | $ 38,411 | $ 38,799 | |||
Income (Loss) Recorded in Statement of Operations | $ (4,119) | 4,915 | $ (388) | 2,388 | ||
JPS Industries, Inc. | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 38.70% | 38.70% | 38.70% | |||
Investment Balance | $ 43,835 | $ 43,835 | $ 38,406 | |||
Income (Loss) Recorded in Statement of Operations | $ 3,660 | (201) | $ 5,429 | 3,016 | ||
API Technologies Corp. (API Tech) | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 20.60% | 20.60% | 20.60% | 20.60% | ||
Investment Balance | $ 28,700 | $ 28,700 | $ 24,355 | |||
Income (Loss) Recorded in Statement of Operations | $ 5,031 | 3,539 | $ 4,345 | 3,539 | ||
Aviat Networks, Inc. (Aviat) | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 12.90% | 12.90% | 0.00% | |||
Investment Balance | $ 10,134 | $ 10,134 | $ 0 | |||
Income (Loss) Recorded in Statement of Operations | $ 563 | 0 | $ (724) | 0 | ||
Other | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 43.80% | 43.80% | 43.80% | |||
Investment Balance | $ 2,271 | $ 2,271 | $ 2,163 | |||
Income (Loss) Recorded in Statement of Operations | $ (27) | (51) | $ 108 | (162) | ||
iGo, Inc. | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 40.00% | 40.00% | ||||
API Optix s.r.o | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 50.00% | 50.00% | ||||
API Group plc (API) | Net Investment (Loss) Gain | ||||||
Equity securities - U.S. | ||||||
Investment Balance | $ 0 | $ 0 | 18,373 | |||
Income (Loss) Recorded in Statement of Operations | 0 | $ 159 | 4,450 | $ 160 | ||
Available for Sale Securities, Noncurrent | ||||||
Equity securities - U.S. | ||||||
Investment Balance | 87,170 | 87,170 | 112,721 | |||
Available for Sale Securities, Noncurrent | Aerospace/Defense | ||||||
Equity securities - U.S. | ||||||
Investment Balance | 86,170 | 86,170 | 76,512 | |||
Available for Sale Securities, Noncurrent | Restaurants | ||||||
Equity securities - U.S. | ||||||
Investment Balance | 0 | 0 | 35,637 | |||
Available for Sale Securities, Noncurrent | Manufacturing | ||||||
Equity securities - U.S. | ||||||
Investment Balance | 431 | 431 | 0 | |||
Available for Sale Securities, Noncurrent | Other | ||||||
Equity securities - U.S. | ||||||
Investment Balance | $ 569 | $ 569 | $ 572 |
Investments Other Comprehensive
Investments Other Comprehensive Income Changes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Schedule of Available-for-sale Securities [Line Items] | |||||
Total | [1] | $ 5,054 | $ (396) | $ (17,609) | $ (1,664) |
Available for Sale Securities, Noncurrent | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Proceeds from sales | 0 | 468 | 0 | 468 | |
Gross gains from sales | 0 | 31 | 0 | 31 | |
Gross losses from sales | 0 | 0 | 0 | 0 | |
Net investment gain | 0 | 31 | 0 | 31 | |
Unrealized gain on available-for-sale securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Unrealized gains | 7,185 | 86 | 29,663 | 86 | |
Unrealized losses | 0 | 0 | 0 | 0 | |
Total | 7,185 | 86 | 29,663 | 86 | |
Unrealized gain on available-for-sale securities | Available for Sale Securities, Noncurrent | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Change in net unrealized holding (losses) gains included in Accumulated other comprehensive (loss) income | $ (10,830) | $ 5,719 | $ 9,651 | $ 6,240 | |
[1] | For the three months ended June 30, 2015 and 2014 unrealized holding losses of $12,239 and gains of $309, respectively, were reclassified to Other income, net and gains of $7,185 and $87, respectively, were reclassified to Net investment gains (losses). For the six months ended June 30, 2015 and 2014 unrealized holding losses of $12,054 and gains of $1,577, respectively, were reclassified to Other income, net and gains of $29,663 and 87, respectively, were reclassified to Net investment gains (losses). |
Investments Other Comprehensi61
Investments Other Comprehensive Income (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Available for Sale Securities, Noncurrent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 12,685 | $ 18,224 |
Gross Unrealized Gains | 74,495 | 94,500 |
Gross Unrealized Losses | (10) | (3) |
Fair value | 87,170 | 112,721 |
Available for Sale Securities, Noncurrent | Aerospace/Defense | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 11,675 | 11,675 |
Gross Unrealized Gains | 74,495 | 64,837 |
Gross Unrealized Losses | 0 | 0 |
Fair value | 86,170 | 76,512 |
Available for Sale Securities, Noncurrent | Restaurants | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 0 | 5,974 |
Gross Unrealized Gains | 0 | 29,663 |
Gross Unrealized Losses | 0 | 0 |
Fair value | 0 | 35,637 |
Available for Sale Securities, Noncurrent | Manufacturing | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 435 | 0 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (4) | 0 |
Fair value | 431 | 0 |
Available for Sale Securities, Noncurrent | Other | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 575 | 575 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (6) | (3) |
Fair value | $ 569 | $ 572 |
Nathan's Famous, Inc. | CoSine Communications, Inc. (CoSine) | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Dividend received | 445,456 | |
Proceeds from sale of investment | $ 33,202 | |
Proceeds from Dividends Received | 5,500 | |
Impairment | $ 5,500 |
Investments Equity Method Inves
Investments Equity Method Investments (Details) $ / shares in Units, $ in Thousands | Jan. 31, 2015USD ($)directorshares | May. 31, 2014USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 01, 2015$ / shares | Dec. 31, 2014USD ($) |
iGo, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Value of investment | $ 2,870 | $ 3,400 | |||
Ownership percentage (as a percent) | 40.00% | ||||
API Optix s.r.o | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage (as a percent) | 50.00% | ||||
ModusLink Global Solutions, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of warrants purchased (in shares) | shares | 2,000,000 | ||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 5 | ||||
JPS Industries | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage (as a percent) | 38.70% | 38.70% | |||
API Technologies Corp. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage (as a percent) | 20.60% | 20.60% | 20.60% | ||
Realized loss reclassification | $ 600 | ||||
Aviat Networks, Inc. (Aviat) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage (as a percent) | 12.90% | 0.00% | |||
CoSine | API Optix s.r.o | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage (as a percent) | 50.00% | ||||
HNH | JPS Industries, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Voting interest acquired (as a percent) | 100.00% | ||||
Price per share (in dollars per share) | $ / shares | $ 11 | ||||
Steel Excel Inc. | Aviat Networks, Inc. (Aviat) | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership percentage (as a percent) | 12.90% | ||||
Realized loss reclassification | $ 2,800 | ||||
Number of directors | director | 2 | ||||
Number of directors on board | director | 8 | ||||
Shares held | shares | 8,041,892 |
Investments Additional Disclosu
Investments Additional Disclosures Related to Associated Company Financial Statements (Details) - Investments in associated companies - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Summary of balance sheet amounts: | |||||
Current assets | $ 589,652 | $ 589,652 | $ 556,571 | ||
Noncurrent assets | 139,934 | 139,934 | 160,202 | ||
Total assets | 729,586 | 729,586 | 716,773 | ||
Current liabilities | 294,784 | 294,784 | 257,559 | ||
Noncurrent liabilities | 114,358 | 114,358 | 113,217 | ||
Total liabilities | 409,142 | 409,142 | 370,776 | ||
Parent equity | 320,444 | 320,444 | 345,997 | ||
Total liabilities and equity | 729,586 | 729,586 | $ 716,773 | ||
Summary income statement amounts: | |||||
Revenue | 197,805 | $ 269,715 | 418,872 | $ 553,114 | |
Gross profit | 32,339 | 40,714 | 63,527 | 87,789 | |
Loss from continuing operations | (8,146) | (5,049) | (6,256) | (3,204) | |
Net (loss) income after noncontrolling interests | $ (8,308) | $ 2,721 | $ (1,313) | $ 5,170 |
Investments Other Investments -
Investments Other Investments - Related Party (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Feb. 28, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2013 | |
Equity Method Investment Summarized Financial Information, Equity [Abstract] | ||||||||
Receivable | $ 76,653 | $ 76,653 | $ 76,653 | $ 77,620 | ||||
Steel Excel Inc. | ||||||||
Equity Method Investment Summarized Financial Information, Equity [Abstract] | ||||||||
Receivable | 3,000 | 3,000 | 3,000 | |||||
ModusLink | ||||||||
Equity Method Investment Summarized Financial Information, Equity [Abstract] | ||||||||
Number of warrants received (in shares) | 2,000,000 | |||||||
Warrants price (in dollars per share) | $ 5 | |||||||
Related Party | ||||||||
Equity Method Investment Summarized Financial Information, Equity [Abstract] | ||||||||
Total assets | 943 | 943 | 943 | 21,966 | ||||
Total liabilities | (943) | (943) | (943) | 0 | ||||
Net Asset Value | 0 | 0 | 0 | 21,966 | ||||
Net (decrease) increase in net assets from operations | (53) | $ 3,246 | 826 | $ 3,254 | ||||
Partnership | Steel Excel Inc. | ||||||||
Equity Method Investment Summarized Financial Information, Equity [Abstract] | ||||||||
Cost method investments | 25,000 | 25,000 | 25,000 | |||||
Cost method investments fair value | 33,400 | 33,400 | 33,400 | $ 28,600 | ||||
Venture Capital Funds | Steel Excel Inc. | ||||||||
Equity Method Investment Summarized Financial Information, Equity [Abstract] | ||||||||
Investments, Fair Value Disclosure | 500 | $ 500 | $ 500 | |||||
Warrant | ModusLink | ||||||||
Equity Method Investment Summarized Financial Information, Equity [Abstract] | ||||||||
Award vesting period (in years) | 5 years | |||||||
Expected volatility rate (as a percent) | 52.40% | |||||||
Expected term (in years) | 2 years 8 months 12 days | |||||||
Risk free interest rate (as a percent) | 1.63% | |||||||
Expected dividend payments | $ 0 | |||||||
SPII Liquidating Trust - Series H (SPJSF) | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | $ 2,730 | |||||||
SPII Liquidating Trust - Series G (SPCA) | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | $ 6,913 |
Fair Value Measurements Hierarc
Fair Value Measurements Hierarchy Table (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Total | $ 406,361 | $ 453,720 |
Liabilities: | ||
Total | 21,282 | 21,449 |
Marketable securities | ||
Assets: | ||
Marketable securities | 120,499 | 138,457 |
Long-term investments | ||
Assets: | ||
Long-term investments | 269,022 | 300,725 |
Investments in certain funds | ||
Assets: | ||
Investments in certain funds | 468 | 525 |
Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Precious metal and commodity inventories recorded at fair value | 13,195 | 13,249 |
Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 846 | 764 |
Foreign currency forward exchange contracts | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 2,331 | |
Financial instruments | ||
Liabilities: | ||
Financial instruments | 21,385 | 21,311 |
Interest rate swap agreement | ||
Liabilities: | ||
Financial instruments | (103) | 138 |
Level 1 | ||
Assets: | ||
Total | 353,118 | 394,521 |
Liabilities: | ||
Total | 21,385 | 21,311 |
Level 1 | Marketable securities | ||
Assets: | ||
Marketable securities | 74,808 | 93,768 |
Level 1 | Long-term investments | ||
Assets: | ||
Long-term investments | 265,115 | 286,740 |
Level 1 | Investments in certain funds | ||
Assets: | ||
Investments in certain funds | 0 | 0 |
Level 1 | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Precious metal and commodity inventories recorded at fair value | 13,195 | 13,249 |
Level 1 | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 0 | 764 |
Level 1 | Foreign currency forward exchange contracts | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 0 | |
Level 1 | Financial instruments | ||
Liabilities: | ||
Financial instruments | 21,385 | 21,311 |
Level 1 | Interest rate swap agreement | ||
Liabilities: | ||
Financial instruments | 0 | 0 |
Level 2 | ||
Assets: | ||
Total | 13,852 | 10,793 |
Liabilities: | ||
Total | (103) | 138 |
Level 2 | Marketable securities | ||
Assets: | ||
Marketable securities | 10,675 | 10,793 |
Level 2 | Long-term investments | ||
Assets: | ||
Long-term investments | 0 | 0 |
Level 2 | Investments in certain funds | ||
Assets: | ||
Investments in certain funds | 0 | 0 |
Level 2 | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Precious metal and commodity inventories recorded at fair value | 0 | 0 |
Level 2 | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 846 | 0 |
Level 2 | Foreign currency forward exchange contracts | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 2,331 | |
Level 2 | Financial instruments | ||
Liabilities: | ||
Financial instruments | 0 | 0 |
Level 2 | Interest rate swap agreement | ||
Liabilities: | ||
Financial instruments | (103) | 138 |
Level 3 | ||
Assets: | ||
Total | 39,391 | 48,406 |
Liabilities: | ||
Total | 0 | 0 |
Level 3 | Marketable securities | ||
Assets: | ||
Marketable securities | 35,016 | 33,896 |
Level 3 | Long-term investments | ||
Assets: | ||
Long-term investments | 3,907 | 13,985 |
Level 3 | Investments in certain funds | ||
Assets: | ||
Investments in certain funds | 468 | 525 |
Level 3 | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Precious metal and commodity inventories recorded at fair value | 0 | 0 |
Level 3 | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 0 | 0 |
Level 3 | Foreign currency forward exchange contracts | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 0 | |
Level 3 | Financial instruments | ||
Liabilities: | ||
Financial instruments | 0 | 0 |
Level 3 | Interest rate swap agreement | ||
Liabilities: | ||
Financial instruments | $ 0 | $ 0 |
Fair Value Measurements Unobser
Fair Value Measurements Unobservable Inputs Reconciliation - Assets (Details) - Fair Value, Measurements, Recurring - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | $ 43,130 | $ 46,133 | $ 48,406 | $ 42,512 |
Purchases | 5,108 | 5,239 | 5,108 | 10,538 |
Sales | (7,617) | (4,254) | (10,507) | (6,228) |
Realized gain on sale | 0 | (129) | 0 | (129) |
Unrealized gains | 0 | 1,478 | 619 | 3,936 |
Unrealized losses | (1,230) | (1,402) | (4,235) | (3,564) |
Balance at end of period | 39,391 | 47,065 | 39,391 | 47,065 |
Investments in Associated Companies | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | 2,298 | 2,131 | 2,163 | 2,243 |
Purchases | 0 | 0 | 0 | 0 |
Sales | 0 | 0 | 0 | 0 |
Realized gain on sale | 0 | 0 | 0 | |
Unrealized gains | 0 | 0 | 135 | 0 |
Unrealized losses | (27) | (51) | (27) | (163) |
Balance at end of period | 2,271 | 2,080 | 2,271 | 2,080 |
Other Investments - Related Party | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | 7,296 | 10,226 | 9,623 | 10,228 |
Purchases | 0 | 0 | 0 | 0 |
Sales | (7,258) | (1,496) | (9,985) | (1,496) |
Realized gain on sale | 0 | 0 | 0 | |
Unrealized gains | 0 | 1,478 | 484 | 1,476 |
Unrealized losses | (38) | (3) | (122) | (3) |
Balance at end of period | 0 | 10,205 | 0 | 10,205 |
ModusLink Warrants | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | 2,163 | 3,385 | 2,199 | 5,832 |
Purchases | 0 | 0 | 0 | 0 |
Sales | 0 | 0 | 0 | 0 |
Realized gain on sale | 0 | 0 | 0 | |
Unrealized gains | 0 | 0 | 0 | 0 |
Unrealized losses | (527) | (951) | (563) | (3,398) |
Balance at end of period | 1,636 | 2,434 | 1,636 | 2,434 |
Marketable Securities and Other | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | 31,373 | 30,391 | 34,421 | 24,209 |
Purchases | 5,108 | 5,239 | 5,108 | 10,538 |
Sales | (359) | (2,758) | (522) | (4,732) |
Realized gain on sale | 0 | (129) | 0 | (129) |
Unrealized gains | 0 | 0 | 0 | 2,460 |
Unrealized losses | (638) | (397) | (3,523) | 0 |
Balance at end of period | $ 35,484 | $ 32,346 | $ 35,484 | $ 32,346 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Impaired loan recorded investment | $ 461 | $ 458 |
Loans guaranteed | $ 0 | $ 4 |
Financial Instruments Narrative
Financial Instruments Narrative (Details) € in Thousands, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015USD ($)oz | Jun. 30, 2015EUR (€) | Dec. 31, 2014USD ($) | |
Foreign Exchange Contracts and Short Sale of Securities [Member] | Not Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Derivative instruments, liabilities | $ 21,385 | $ 21,311 | |
Silver, Ounces, Copper Contracts | Commodity Contract | Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Amount | oz | 650,000 | ||
CoSine Communications, Inc. (CoSine) | Foreign Exchange Forward | |||
Derivatives, Fair Value [Line Items] | |||
Notional Value | $ 700 | € 3,550 | |
WebBank | |||
Derivatives, Fair Value [Line Items] | |||
Undisbursed loan commitment | 96,193 | 82,788 | |
Undisbursed Loan Commitment | Other current liabilities | WebBank | |||
Derivatives, Fair Value [Line Items] | |||
Loss Contingency Accrual | 188 | $ 188 | |
Cash Flow Hedging | CoSine Communications, Inc. (CoSine) | Foreign Exchange Future | |||
Derivatives, Fair Value [Line Items] | |||
Notional Value | $ 3,600 | € 18,350 |
Financial Instruments Roll Forw
Financial Instruments Roll Forward (Details) - Financial Instruments and Restricted Cash - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Foreign Currency Financial Liabilities and Related Restricted Cash [Roll Forward] | ||
Balance, beginning of period | $ 21,311 | $ 25,090 |
Settlement of short sales of corporate securities | (419) | 0 |
Short sales of corporate securities | 209 | 19,341 |
Net investment losses | 284 | 1,492 |
Receipt of dividends, net of interest expense | 0 | 88 |
Balance of financial instrument liabilities and related restricted cash, end of period | $ 21,385 | $ 46,011 |
Financial Instruments Commodity
Financial Instruments Commodity Contracts (Details) - Jun. 30, 2015 - Commodity $ in Thousands | USD ($)lbozT |
Silver, Ounces | |
Derivative [Line Items] | |
Amount | oz | 855,000 |
Notional Value | $ 14,000 |
Gold, Ounces | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Amount | oz | 1,100 |
Notional Value | $ 1,300 |
Copper, Pounds | |
Derivative [Line Items] | |
Notional Value | $ 900 |
Copper, Pounds | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Amount | lb | 350,000 |
Tin, Metric Tons | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Amount | T | 40 |
Notional Value | $ 600 |
Financial Instruments Balance S
Financial Instruments Balance Sheet Location (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Commodity Contract | Designated as Hedging Instrument | Prepaid and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 603 | $ 667 |
Commodity Contract | Not Designated as Hedging Instrument | Prepaid and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 243 | 97 |
Interest rate swap agreements | Not Designated as Hedging Instrument | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative instruments, liabilities | (103) | (138) |
Foreign Exchange Forward | Designated as Hedging Instrument | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 2,266 | 0 |
Derivative instruments, liabilities | (42) | 0 |
Foreign Exchange Forward | Designated as Hedging Instrument | Trade and other receivables/Prepaid and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 107 | $ 0 |
Financial Instruments Income St
Financial Instruments Income Statement Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | $ 1,908 | $ (1,469) | $ 742 | $ (1,500) |
Designated as Hedging Instrument | Commodity Contract | Cost of goods sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | 893 | (783) | (21) | (909) |
Designated as Hedging Instrument | Foreign Exchange Forward | Revenues/Costs of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | 610 | 0 | 610 | 0 |
Designated as Hedging Instrument | Foreign Exchange Forward | Other income, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | 111 | 0 | 111 | 0 |
Not Designated as Hedging Instrument | Commodity Contract | Realized and unrealized (gain) loss on derivatives | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | 312 | (606) | 105 | (466) |
Not Designated as Hedging Instrument | Interest Rate Swap | Interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | $ (18) | $ (80) | $ (63) | $ (125) |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Trade accounts receivable net of allowance for doubtful accounts of $2,009 in 2015 and $2,149 in 2014 | $ 130,812 | $ 85,553 |
Other receivables | 4,634 | 1,887 |
Total | 135,446 | 87,440 |
Allowance for doubtful accounts | $ 2,009 | $ 2,149 |
Trade, Other and Loans Receiv74
Trade, Other and Loans Receivable Loans Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 76,653 | $ 77,620 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 48.00% | 65.00% | ||||
Financing receivable, gross, current | $ 1,325 | $ 1,238 | ||||
Financing receivable, gross, non-current | 75,328 | 76,382 | ||||
Deferred fees and discounts, gross, total | (17) | (20) | ||||
Deferred fees and discounts, current | (17) | (20) | ||||
Deferred fees and discounts, non-current | 0 | 0 | ||||
Allowance for loan losses, total | (624) | (557) | ||||
Allowance for Notes, Loans and Financing Receivable, Current | (624) | (557) | ||||
Allowance for Notes, Loans and Financing Receivable, Noncurrent | 0 | 0 | ||||
Total loans receivable, net | 76,012 | 77,043 | ||||
Loans receivable, net, current | 684 | 661 | ||||
Loans receivable, net, noncurrent | 75,328 | 76,382 | ||||
Loans Receivable, Net | 160,355 | 117,346 | ||||
Loans receivable including loans held for sale of $84,168 and $40,886, respectively, net | 84,852 | 41,547 | ||||
Loans receivable, including loans held for sale, non-current | 75,328 | 76,382 | ||||
Loans held for sale | ||||||
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 84,168 | $ 40,886 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 52.00% | 35.00% | ||||
Financing receivable, gross, current | $ 84,168 | $ 40,886 | ||||
Financing receivable, gross, non-current | 0 | 0 | ||||
Commercial – owner occupied | ||||||
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 1,596 | $ 1,650 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 1.00% | 1.00% | ||||
Financing receivable, gross, current | $ 99 | $ 96 | ||||
Financing receivable, gross, non-current | 1,497 | 1,554 | ||||
Allowance for loan losses, total | (47) | $ (60) | (64) | $ (34) | $ (35) | $ (77) |
Commercial – other | ||||||
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 282 | $ 264 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 0.00% | 0.00% | ||||
Financing receivable, gross, current | $ 0 | $ 0 | ||||
Financing receivable, gross, non-current | 282 | 264 | ||||
Allowance for loan losses, total | (10) | (11) | (12) | (30) | (28) | (28) |
Total real estate loans | ||||||
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 1,878 | $ 1,914 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 1.00% | 1.00% | ||||
Financing receivable, gross, current | $ 99 | $ 96 | ||||
Financing receivable, gross, non-current | 1,779 | 1,818 | ||||
Commercial and industrial | ||||||
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 74,775 | $ 75,706 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 47.00% | 64.00% | ||||
Financing receivable, gross, current | $ 1,226 | $ 1,142 | ||||
Financing receivable, gross, non-current | 73,549 | 74,564 | ||||
Allowance for loan losses, total | $ (567) | $ (567) | $ (481) | $ (298) | $ (346) | $ (319) |
Trade, Other and Loans Receiv75
Trade, Other and Loans Receivable Allowance for Loan and Lease Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning balance | $ 557 | |||
Ending balance | $ 624 | 624 | ||
Commercial – owner occupied | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning balance | 60 | $ 35 | 64 | $ 77 |
Charge-offs | 0 | 0 | 0 | 0 |
Recoveries | 2 | 1 | 3 | 63 |
Provision | (15) | (2) | (20) | (106) |
Ending balance | 47 | 34 | 47 | 34 |
Commercial – other | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning balance | 11 | 28 | 12 | 28 |
Charge-offs | 0 | 0 | 0 | 0 |
Recoveries | 11 | 11 | 22 | 18 |
Provision | (12) | (9) | (24) | (16) |
Ending balance | 10 | 30 | 10 | 30 |
Commercial and industrial | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning balance | 567 | 346 | 481 | 319 |
Charge-offs | 0 | 0 | 0 | (3) |
Recoveries | 5 | 6 | 12 | 14 |
Provision | (5) | (54) | 74 | (32) |
Ending balance | 567 | 298 | 567 | 298 |
Financing Receivable Loans Total | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning balance | 638 | 409 | 557 | 424 |
Charge-offs | 0 | 0 | 0 | (3) |
Recoveries | 18 | 18 | 37 | 95 |
Provision | (32) | (65) | 30 | (154) |
Ending balance | $ 624 | $ 362 | $ 624 | $ 362 |
Trade, Other and Loans Receiv76
Trade, Other and Loans Receivable Allowance for Loan and Lease Losses and Outstanding Loans (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Receivable [Line Items] | ||||||
Allowance for loan losses, individually evaluated for impairment | $ 57 | $ 52 | ||||
Allowance for loan losses, collectively evaluated for impairment | 567 | 505 | ||||
Allowance for loan losses, total | 624 | 557 | ||||
Outstanding loan balances, individually evaluated for impairment | 463 | 458 | ||||
Outstanding loan balances, collectively evaluated for impairment | 76,190 | 77,162 | ||||
Total loans | 76,653 | 77,620 | ||||
Guarantee by USDA or SBA | 4 | |||||
Commercial – owner occupied | ||||||
Receivable [Line Items] | ||||||
Allowance for loan losses, individually evaluated for impairment | 0 | 0 | ||||
Allowance for loan losses, collectively evaluated for impairment | 47 | 64 | ||||
Allowance for loan losses, total | 47 | $ 60 | 64 | $ 34 | $ 35 | $ 77 |
Outstanding loan balances, individually evaluated for impairment | 378 | 374 | ||||
Outstanding loan balances, collectively evaluated for impairment | 1,218 | 1,276 | ||||
Total loans | 1,596 | 1,650 | ||||
Commercial – other | ||||||
Receivable [Line Items] | ||||||
Allowance for loan losses, individually evaluated for impairment | 0 | 0 | ||||
Allowance for loan losses, collectively evaluated for impairment | 10 | 12 | ||||
Allowance for loan losses, total | 10 | 11 | 12 | 30 | 28 | 28 |
Outstanding loan balances, individually evaluated for impairment | 0 | 0 | ||||
Outstanding loan balances, collectively evaluated for impairment | 282 | 264 | ||||
Total loans | 282 | 264 | ||||
Commercial and industrial | ||||||
Receivable [Line Items] | ||||||
Allowance for loan losses, individually evaluated for impairment | 57 | 52 | ||||
Allowance for loan losses, collectively evaluated for impairment | 510 | 429 | ||||
Allowance for loan losses, total | 567 | $ 567 | 481 | $ 298 | $ 346 | $ 319 |
Outstanding loan balances, individually evaluated for impairment | 85 | 84 | ||||
Outstanding loan balances, collectively evaluated for impairment | 74,690 | 75,622 | ||||
Total loans | $ 74,775 | $ 75,706 |
Trade, Other and Loans Receiv77
Trade, Other and Loans Receivable Nonaccrual Loans (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Narrative [Abstract] | ||
Recorded investment in accruing loans 90 days past due | $ 50 | $ 52 |
Total loans | 376 | 390 |
Commercial – owner occupied | ||
Narrative [Abstract] | ||
Recorded investment in accruing loans 90 days past due | 0 | 0 |
Total loans | 360 | 374 |
Total real estate loans | ||
Narrative [Abstract] | ||
Recorded investment in accruing loans 90 days past due | 0 | 0 |
Total loans | 360 | 374 |
Commercial and industrial | ||
Narrative [Abstract] | ||
Recorded investment in accruing loans 90 days past due | 50 | 52 |
Total loans | $ 16 | $ 16 |
Trade, Other and Loans Receiv78
Trade, Other and Loans Receivable Past Due Loans (Accruing and Nonaccruing) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Receivable [Line Items] | ||
Current | $ 76,209 | $ 77,127 |
30-89 days past due | 375 | 52 |
Financing Receivable, Recorded Investment, More than 90 Days Past Due | 69 | 441 |
Total past due | 444 | 493 |
Total loans | 76,653 | 77,620 |
Recorded investment in accruing loans 90 days past due | 50 | 52 |
Nonaccrual loans that are current | 0 | 0 |
Guarantee by USDA or SBA | 4 | |
Commercial – owner occupied | ||
Receivable [Line Items] | ||
Current | 1,218 | 1,228 |
30-89 days past due | 375 | 49 |
Financing Receivable, Recorded Investment, More than 90 Days Past Due | 3 | 373 |
Total past due | 378 | 422 |
Total loans | 1,596 | 1,650 |
Recorded investment in accruing loans 90 days past due | 0 | 0 |
Nonaccrual loans that are current | 0 | 0 |
Commercial – other | ||
Receivable [Line Items] | ||
Current | 282 | 264 |
30-89 days past due | 0 | 0 |
Financing Receivable, Recorded Investment, More than 90 Days Past Due | 0 | 0 |
Total past due | 0 | 0 |
Total loans | 282 | 264 |
Recorded investment in accruing loans 90 days past due | 0 | 0 |
Nonaccrual loans that are current | 0 | 0 |
Total real estate loans | ||
Receivable [Line Items] | ||
Current | 1,500 | 1,492 |
30-89 days past due | 375 | 49 |
Financing Receivable, Recorded Investment, More than 90 Days Past Due | 3 | 373 |
Total past due | 378 | 422 |
Total loans | 1,878 | 1,914 |
Recorded investment in accruing loans 90 days past due | 0 | 0 |
Nonaccrual loans that are current | 0 | 0 |
Commercial and industrial | ||
Receivable [Line Items] | ||
Current | 74,709 | 75,635 |
30-89 days past due | 0 | 3 |
Financing Receivable, Recorded Investment, More than 90 Days Past Due | 66 | 68 |
Total past due | 66 | 71 |
Total loans | 74,775 | 75,706 |
Recorded investment in accruing loans 90 days past due | 50 | 52 |
Nonaccrual loans that are current | $ 0 | $ 0 |
Trade, Other and Loans Receiv79
Trade, Other and Loans Receivable Outstanding Loans (Accruing and Nonaccruing) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Receivable [Line Items] | ||
Total loans | $ 76,653 | $ 77,620 |
Guaranteed by USDA or SBA | 4 | |
Commercial - Owner Occupied | ||
Receivable [Line Items] | ||
Total loans | 1,596 | 1,650 |
Commercial - Other | ||
Receivable [Line Items] | ||
Total loans | 282 | 264 |
Total real estate loans | ||
Receivable [Line Items] | ||
Total loans | 1,878 | 1,914 |
Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 74,775 | 75,706 |
Pass | ||
Receivable [Line Items] | ||
Total loans | 75,011 | 75,961 |
Pass | Commercial - Owner Occupied | ||
Receivable [Line Items] | ||
Total loans | 1,218 | 1,258 |
Pass | Commercial - Other | ||
Receivable [Line Items] | ||
Total loans | 282 | 264 |
Pass | Total real estate loans | ||
Receivable [Line Items] | ||
Total loans | 1,500 | 1,522 |
Pass | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 73,511 | 74,439 |
Special Mention | ||
Receivable [Line Items] | ||
Total loans | 1,179 | 1,202 |
Special Mention | Commercial - Owner Occupied | ||
Receivable [Line Items] | ||
Total loans | 0 | 19 |
Special Mention | Commercial - Other | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Special Mention | Total real estate loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 19 |
Special Mention | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 1,179 | 1,183 |
Sub- standard | ||
Receivable [Line Items] | ||
Total loans | 463 | 457 |
Sub- standard | Commercial - Owner Occupied | ||
Receivable [Line Items] | ||
Total loans | 378 | 373 |
Sub- standard | Commercial - Other | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Sub- standard | Total real estate loans | ||
Receivable [Line Items] | ||
Total loans | 378 | 373 |
Sub- standard | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 85 | 84 |
Doubtful | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Doubtful | Commercial - Owner Occupied | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Doubtful | Commercial - Other | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Doubtful | Total real estate loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Doubtful | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | $ 0 | $ 0 |
Trade, Other and Loans Receiv80
Trade, Other and Loans Receivable Impaired Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Receivable [Line Items] | |||||
Amount recognized | $ 3 | $ 2 | $ 4 | $ 28 | |
Unpaid principle balance | 629 | 629 | $ 623 | ||
Recorded investment with no allowance | 387 | 387 | 402 | ||
Recorded investment with allowance | 74 | 74 | 56 | ||
Total recorded investment | 461 | 461 | 458 | ||
Related Allowance | 58 | 58 | 52 | ||
Average recorded investment | 337 | 881 | |||
Guaranteed by USDA or SBA | 4 | ||||
Commercial – owner occupied | |||||
Receivable [Line Items] | |||||
Unpaid principle balance | 435 | 435 | 430 | ||
Recorded investment with no allowance | 360 | 360 | 374 | ||
Recorded investment with allowance | 18 | 18 | 0 | ||
Total recorded investment | 378 | 378 | 374 | ||
Related Allowance | 1 | 1 | 0 | ||
Average recorded investment | 274 | 750 | |||
Total real estate loans | |||||
Receivable [Line Items] | |||||
Unpaid principle balance | 435 | 435 | 430 | ||
Recorded investment with no allowance | 360 | 360 | 374 | ||
Recorded investment with allowance | 18 | 18 | 0 | ||
Total recorded investment | 378 | 378 | 374 | ||
Related Allowance | 1 | 1 | 0 | ||
Average recorded investment | 274 | 750 | |||
Commercial and industrial | |||||
Receivable [Line Items] | |||||
Unpaid principle balance | 194 | 194 | 193 | ||
Recorded investment with no allowance | 27 | 27 | 28 | ||
Recorded investment with allowance | 56 | 56 | 56 | ||
Total recorded investment | 83 | 83 | 84 | ||
Related Allowance | $ 57 | 57 | 52 | ||
Average recorded investment | $ 63 | $ 131 |
Inventories, Net Summary of Inv
Inventories, Net Summary of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 34,854 | $ 24,424 |
In-process | 13,862 | 10,310 |
Raw materials | 23,871 | 12,346 |
Fine and fabricated precious metal in various stages of completion | 20,432 | 17,094 |
Inventory, before LIFO reserve | 93,019 | 64,174 |
LIFO reserve | (92) | (90) |
Inventory, Net | $ 92,927 | $ 64,084 |
Inventories, Net Narrative (Det
Inventories, Net Narrative (Details) - oz | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Customer metal, ounces of silver | 148,478 | 191,217 |
Customer metal, ounces of gold | 538 | 518 |
Customer metal, ounces of palladium | 1,392 | 1,392 |
Inventories, Net Supplemental I
Inventories, Net Supplemental Inventory Information (Details) $ in Thousands | Jun. 30, 2015USD ($)$ / oz | Dec. 31, 2014USD ($)$ / oz |
Inventory Disclosure [Abstract] | ||
Precious metals stated at LIFO cost | $ | $ 7,909 | $ 4,839 |
Precious metals stated under non-LIFO cost methods, primarily at fair value | $ | $ 12,431 | $ 12,165 |
Market value per ounce, Silver (in dollars per ounce) | 15.79 | 15.75 |
Market value per ounce, Gold (in dollars per ounce) | 1,170.50 | 1,199.25 |
Market value per ounce, Palladium (in dollars per ounce) | 676 | 798 |
Property, Plant and Equipment84
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 315,338 | $ 315,338 | $ 262,359 | ||
Accumulated depreciation and amortization | (90,287) | (90,287) | (78,045) | ||
Property, plant and equipment, net | 225,051 | 225,051 | 184,314 | ||
Depreciation [Abstract] | |||||
Depreciation | 6,853 | $ 6,190 | 13,178 | $ 12,282 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 21,105 | 21,105 | 9,523 | ||
Buildings and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 60,807 | 60,807 | 53,742 | ||
Machinery, equipment and other | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 217,727 | 217,727 | 194,356 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 15,699 | $ 15,699 | $ 4,738 |
Goodwill and Other Intangible85
Goodwill and Other Intangibles, Net Reconciliation (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | |||
Gross Goodwill | $ 141,540 | $ 91,170 | $ 91,131 |
Accumulated impairments | (45,219) | (45,219) | (3,769) |
Goodwill [Roll Forward] | |||
Balance at beginning of year | 45,951 | 87,362 | |
Acquisitions | 50,392 | 0 | |
Impairment | 0 | (41,450) | |
Currency translation adjustment | (22) | (37) | |
Other adjustments | 0 | 76 | |
Balance at end of year | 96,321 | 45,951 | |
Diversified | |||
Goodwill [Line Items] | |||
Gross Goodwill | 76,669 | 26,299 | 26,260 |
Accumulated impairments | 0 | 0 | 0 |
Goodwill [Roll Forward] | |||
Balance at beginning of year | 26,299 | 26,260 | |
Acquisitions | 50,392 | 0 | |
Impairment | 0 | 0 | |
Currency translation adjustment | (22) | (37) | |
Other adjustments | 0 | 76 | |
Balance at end of year | 76,669 | 26,299 | |
Energy | |||
Goodwill [Line Items] | |||
Gross Goodwill | 64,790 | 64,790 | 64,790 |
Accumulated impairments | (45,219) | (45,219) | (3,769) |
Goodwill [Roll Forward] | |||
Balance at beginning of year | 19,571 | 61,021 | |
Acquisitions | 0 | 0 | |
Impairment | 0 | (41,450) | |
Currency translation adjustment | 0 | 0 | |
Other adjustments | 0 | 0 | |
Balance at end of year | 19,571 | 19,571 | |
Corporate | |||
Goodwill [Line Items] | |||
Gross Goodwill | 81 | 81 | 81 |
Accumulated impairments | 0 | 0 | $ 0 |
Goodwill [Roll Forward] | |||
Balance at beginning of year | 81 | 81 | |
Acquisitions | 0 | 0 | |
Impairment | 0 | 0 | |
Currency translation adjustment | 0 | 0 | |
Other adjustments | 0 | 0 | |
Balance at end of year | $ 81 | $ 81 |
Goodwill and Other Intangible86
Goodwill and Other Intangibles, Net Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 191,017 | $ 191,017 | $ 161,954 | ||
Accumulated Amortization | 50,725 | 50,725 | 43,404 | ||
Net | 140,292 | 140,292 | 118,550 | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||||
Trademarks with indefinite lives | 8,020 | 8,020 | 8,020 | ||
Amortization expense | 4,005 | $ 3,383 | 7,352 | $ 6,877 | |
Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 133,152 | 133,152 | 113,952 | ||
Accumulated Amortization | 34,947 | 34,947 | 29,726 | ||
Net | 98,205 | 98,205 | 84,226 | ||
Trademarks | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 34,154 | 34,154 | 28,803 | ||
Accumulated Amortization | 6,960 | 6,960 | 5,856 | ||
Net | 27,194 | 27,194 | 22,947 | ||
Patents and technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 16,907 | 16,907 | 16,773 | ||
Accumulated Amortization | 6,715 | 6,715 | 6,023 | ||
Net | 10,192 | 10,192 | 10,750 | ||
Other | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 6,804 | 6,804 | 2,426 | ||
Accumulated Amortization | 2,103 | 2,103 | 1,799 | ||
Net | 4,701 | 4,701 | $ 627 | ||
ITW | Other | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Net | $ 4,400 | $ 4,400 |
Bank Deposits Time and Money Ma
Bank Deposits Time and Money Market (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Time deposits year of maturity: | ||
2,015 | $ 14,689 | $ 27,001 |
2,016 | 58,431 | 50,386 |
2,017 | 38,664 | 26,671 |
2,018 | 19,956 | 0 |
Total time deposits | 131,740 | 104,058 |
Money market deposits | 55,926 | 60,802 |
Total deposits | 187,666 | 164,860 |
Deposits [Abstract] | ||
Current | 84,740 | 87,804 |
Long-term | 102,926 | 77,056 |
Time Deposits [Abstract] | ||
Time deposit accounts under $100 | 110,535 | 86,274 |
Time deposit accounts $100 and over | 21,205 | 17,784 |
Fair value of deposits | $ 187,460 | $ 165,381 |
Related Party Transactions Mana
Related Party Transactions Management Agreement (Details) - SP General Services LLC - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Management fee percentage, quartely basis (as a percent) | 1.50% | ||||
Management agreement renewal, term (in years) | 1 year | ||||
Notice period prior to management agreement renewal, period (in days) | 60 days | ||||
Reimbursable Expenses | |||||
Related Party Transaction [Line Items] | |||||
Services fees and reimbursable expenses | $ 734 | $ 326 | $ 1,455 | $ 1,345 | |
Deferred fees payable to related party | 596 | 596 | $ 1,504 | ||
Related Party Debt | |||||
Related Party Transaction [Line Items] | |||||
Settlement of debt | 1,800 | ||||
Management Fee | |||||
Related Party Transaction [Line Items] | |||||
Services fees and reimbursable expenses | $ 2,184 | $ 2,257 | $ 4,040 | $ 4,569 |
Related Party Transactions Corp
Related Party Transactions Corporate Services (Details) - Management Fee $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Handy & Harman Ltd. (HNH) | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | $ 10,551 |
Steel Excel Inc. | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | 8,150 |
SPLP | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | 6,000 |
Webfinancial Holdings | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | 2,000 |
DGT | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | 476 |
WebBank | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | 250 |
BNS | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | 204 |
CoSine | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | 204 |
Related Parties | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | $ 4,121 |
Related Party Transactions Mutu
Related Party Transactions Mutual Secrurities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Mutual Services | ||||
Related Party Transaction [Line Items] | ||||
Services fees and reimbursable expenses | $ 47 | $ 100 | $ 94 | $ 230 |
Related Party Transactions Othe
Related Party Transactions Other (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Collateral held for investment | $ 34,280 | ||||
Deposits | $ 187,666 | $ 187,666 | 164,860 | ||
Indemnification assets | 116 | 116 | 116 | ||
Director | |||||
Related Party Transaction [Line Items] | |||||
Annual retainer | 150 | 150 | |||
Annual retainer, portion paid in cash | 75 | 75 | |||
Annual retainer, portion paid in restricted common units | 75 | 75 | |||
Board compensation fee, per meeting | 1 | 1 | |||
Services fees and reimbursable expenses | 242 | $ 236 | 479 | $ 446 | |
Deferred fees payable to related party | 37 | 37 | 46 | ||
Audit Committee, Chairman | |||||
Related Party Transaction [Line Items] | |||||
Related Party, Annual Service Fee | 60 | ||||
Corporate Governance and Nominating Committee, Chairman | |||||
Related Party Transaction [Line Items] | |||||
Related Party, Annual Service Fee | 5 | ||||
Compensation Committee, Chairman | |||||
Related Party Transaction [Line Items] | |||||
Related Party, Annual Service Fee | 5 | ||||
Consolidation, Eliminations | |||||
Related Party Transaction [Line Items] | |||||
Deposits | 6,404 | 6,404 | 12,391 | ||
WebBank | Related Parties | |||||
Related Party Transaction [Line Items] | |||||
Deposits | 9,569 | 9,569 | $ 14,875 | ||
Interest Income, Deposits with Financial Institutions | 17 | 26 | 37 | 53 | |
Consolidation, Elimination, WebBank | Related Parties | |||||
Related Party Transaction [Line Items] | |||||
Interest Income, Deposits with Financial Institutions | $ 12 | $ 22 | $ 28 | $ 46 | |
Restricted Stock | Director | |||||
Related Party Transaction [Line Items] | |||||
Award vesting period (in years) | 3 years |
Long-term Debt and Capital Le92
Long-term Debt and Capital Lease Obligations Long-term and short-term debt (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Aug. 05, 2014 | Aug. 04, 2014 |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Short-term debt | $ 1,633,000 | $ 602,000 | ||
Less portion due within one year | 19,927,000 | 19,592,000 | ||
Long-term debt | 237,325,000 | 296,282,000 | ||
Total debt | 258,885,000 | 316,476,000 | ||
Current portion of capital lease | 447,000 | 486,000 | ||
Long-term portion of capital lease | 120,000 | 288,000 | ||
Capital lease facility | 567,000 | 774,000 | ||
CoSine Communications, Inc. (CoSine) | Foreign Debt | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Short-term debt | 798,000 | 0 | ||
HNH | Foreign Debt | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Short-term debt | 835,000 | 602,000 | ||
Parent Company | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | 257,252,000 | 315,874,000 | ||
Less portion due within one year | 19,927,000 | 19,592,000 | ||
Long-term debt | 237,325,000 | 296,282,000 | ||
Loans Payable | CoSine Communications, Inc. (CoSine) | Senior Notes | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | 2,877,000 | 0 | ||
Loans Payable | CoSine Communications, Inc. (CoSine) | Revolving Credit Facility | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | 23,737,000 | 0 | ||
Loans Payable | Steel Excel Inc. | Senior Notes | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | 72,678,000 | 79,285,000 | ||
Loans Payable | HNH | Revolving Credit Facility | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | 81,900,000 | 193,375,000 | $ 40,000,000 | $ 110,000,000 |
Loans Payable | Parent Company | Revolving Credit Facility | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | 66,881,000 | 33,788,000 | ||
Other Domestic Debt | Parent Company | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | 7,839,000 | 8,014,000 | ||
Foreign Line of Credit | Parent Company | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | $ 1,340,000 | $ 1,412,000 |
Long-term Debt and Capital Le93
Long-term Debt and Capital Lease Obligations SPLP Credit Facility (Details) - USD ($) | Mar. 27, 2015 | Jun. 30, 2015 | Apr. 30, 2014 |
London Interbank Offered Rate (LIBOR) | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Description of variable rate basis | LIBOR | ||
Basis spread on variable rate (as a percent) | 0.50% | ||
Base Rate | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Line of Credit | Line of Credit | |||
Debt Instrument [Line Items] | |||
Amount outstanding | $ 47,500,000 | ||
PNC Bank, National Association | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 | ||
Outstanding amount on letter of credit | $ 893,000 | ||
Weighted average rate (as a percent) | 1.72% | ||
PNC Bank, National Association | Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 75,000,000 | ||
Minimum | PNC Bank, National Association | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Current Borrowing Capacity | 10,000,000 | ||
Maximum | PNC Bank, National Association | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Current Borrowing Capacity | $ 100,000,000 | ||
CoSine Communications, Inc. (CoSine) | Line of Credit | Line of Credit | |||
Debt Instrument [Line Items] | |||
Amount outstanding | $ 37,000,000 |
Long-term Debt and Capital Le94
Long-term Debt and Capital Lease Obligations HNH Senior Credit Facility (Details) - USD ($) | Aug. 05, 2014 | Jun. 30, 2015 | Jan. 22, 2015 | Dec. 31, 2014 | Aug. 29, 2014 | Aug. 04, 2014 | Jun. 03, 2014 | Feb. 28, 2013 |
HNH | Interest Rate Swap | ||||||||
Debt Instrument [Line Items] | ||||||||
Description of variable rate basis | one-month LIBOR | |||||||
Derivative, Fixed interest rate (as a percent) | 0.598% | 0.569% | ||||||
Notional value | $ 5,000,000 | $ 56,400,000 | ||||||
Decrease 2,015 | 100,000 | 1,100,000 | ||||||
Decrease 2,016 | 200,000 | 1,800,000 | ||||||
Decrease 2,017 | $ 200,000 | $ 2,200,000 | ||||||
HNH | London Interbank Offered Rate (LIBOR) | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Description of variable rate basis | LIBOR | |||||||
Long-term debt, basis spread on variable rate (as a percent) | 1.75% | |||||||
HNH | Base Rate | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Description of variable rate basis | Base Rate | |||||||
Long-term debt, basis spread on variable rate (as a percent) | 0.75% | |||||||
HNH | Loans Payable | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | $ 40,000,000 | $ 81,900,000 | $ 193,375,000 | $ 110,000,000 | ||||
Proceeds from Contributions from Parent | $ 80,000,000 | |||||||
HNH | Revolving Credit Facility | Senior Debt Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Subsidiaries offered as collateral | $ 368,000,000 | |||||||
HNH | Line of Credit | Senior Debt Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan | $ 365,000,000 | |||||||
HNH | Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Weighted average rate (as a percent) | 1.97% | |||||||
HNH | Revolving Credit Facility | Line of Credit | Sublimit for Issuance of Letters of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 20,000,000 | |||||||
HNH | Revolving Credit Facility | Line of Credit | Sublimit for Issuance of Swing Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 20,000,000 | |||||||
HNH | Line of Credit | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity | $ 153,800 | |||||||
WHX CS Corp. | Long-term Debt | WHX CS Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan | $ 15,000,000 | |||||||
WHX CS Corp. | Long-term Debt | London Interbank Offered Rate (LIBOR) | WHX CS Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Description of variable rate basis | LIBOR | |||||||
Long-term debt, basis spread on variable rate (as a percent) | 1.25% | |||||||
JPS Industries, Inc. | HNH Group Acquisition LLC | Revolving Credit Facility | Line of Credit | Limit for Buying Shares | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 71,000,000 |
Long-term Debt and Capital Le95
Long-term Debt and Capital Lease Obligations Steel Excel (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 2,139,000 | $ 2,522,000 | $ 4,173,000 | $ 4,963,000 |
Steel Excel Inc. | Energy Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 600,000 | $ 800,000 | $ 1,200,000 | $ 1,700,000 |
Steel Excel Inc. | Energy Credit Agreement | One-Month LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 2.80% | 2.80% | ||
Steel Excel Inc. | Energy Credit Agreement | Long-term Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 72,700,000 | $ 72,700,000 | ||
Assets pledged as collateral | 182,200,000 | 182,200,000 | ||
Quarterly maturities | 3,300,000 | 3,300,000 | ||
2,015 | 6,607,000 | 6,607,000 | ||
2,016 | 13,214,000 | 13,214,000 | ||
2,017 | 13,214,000 | 13,214,000 | ||
2,018 | 39,643,000 | 39,643,000 | ||
Steel Excel Inc. | Energy Credit Agreement | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | 95,000,000 | 95,000,000 | ||
Steel Excel Inc. | Energy Credit Agreement | Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | 105,000,000 | 105,000,000 | ||
Maximum borrowing capacity | $ 10,000,000 | $ 10,000,000 | ||
Borrowing base of eligible accounts receivable | 85.00% |
Long-term Debt and Capital Le96
Long-term Debt and Capital Lease Obligations Cosine Long-Term Debt Facilities (Details) - Jun. 30, 2015 - CoSine Communications, Inc. and API Group plc $ in Thousands | USD ($) | GBP (£) |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 4.30% | 4.30% |
Revolving Credit Facility | HSBC Bank plc | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 21,246 | £ 13,500,000 |
Remaining borrowing capacity | $ 21,246 | |
Interest rate (as a percent) | 2.60% | 2.60% |
Revolving Credit Facility | HSBC | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 8,500 | |
Remaining borrowing capacity | $ 3,961 | |
Interest rate (as a percent) | 3.20% | 3.20% |
Revolving Credit Facility | Wells Fargo Bank | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 1,407 | |
Temporary Overdraft Facility | HSBC Bank plc | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | £ | £ 1,500,000 |
Pension Benefit Plans Component
Pension Benefit Plans Components of Pension Expense and Other Postretirement Benefit Expense(Details) - HNH - Pension Plans, Defined Benefit - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Defined Benefit Plans Disclosure [Line Items] | ||||
Interest cost | $ 5,664 | $ 5,248 | $ 10,424 | $ 10,496 |
Expected return on plan assets | (6,513) | (6,050) | (12,030) | (12,100) |
Administrative costs / investment management fees | 189 | 0 | 189 | 0 |
Amortization of actuarial loss | 1,595 | 577 | 3,190 | 1,154 |
Total | $ 935 | $ (225) | $ 1,773 | $ (450) |
Pension Benefit Plans Narrative
Pension Benefit Plans Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
HNH | Pension Plans, Defined Benefit | ||||
Defined Benefit Plan, Estimated Future Employer Contributions [Abstract] | ||||
2,015 | $ 10,300 | |||
2,016 | 14,300 | |||
2,017 | 15,300 | |||
2,018 | 17,000 | |||
2,019 | 18,300 | |||
After year five | 56,400 | |||
HNH | Other Postretirement Benefit Plans, Defined Benefit | ||||
Defined Benefit Plan, Estimated Future Employer Contributions [Abstract] | ||||
Aggregate expense | $ 400 | $ 500 | 900 | $ 900 |
API Group plc (API) | Pension Plans, Defined Benefit | ||||
Defined Benefit Plan, Estimated Future Employer Contributions [Abstract] | ||||
Until 2,021 | $ 1,102 |
Capital and Accumulated Other99
Capital and Accumulated Other Comprehensive (Loss) Income Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 24, 2013 | Jan. 02, 2012 | |
Class of Stock [Line Items] | |||||||
Vesting percentage | 33.33% | ||||||
Common units outstanding (in shares) | 27,355,527 | 27,355,527 | 27,566,200 | ||||
Units issued and vesting of restricted units | $ 3,091 | ||||||
Vesting period (in years) | 3 years | ||||||
Incentive units granted, percentage of outstanding common units (as a percent) | 100.00% | ||||||
Unit option plan expense | $ 6,353 | $ 544 | $ 1,040 | $ 0 | |||
Class A | |||||||
Class of Stock [Line Items] | |||||||
Common units outstanding (in shares) | 27,225,263 | 27,225,263 | |||||
Class B | |||||||
Class of Stock [Line Items] | |||||||
Common units outstanding (in shares) | 130,264 | 130,264 | |||||
Common Units | |||||||
Class of Stock [Line Items] | |||||||
Authorized amount | $ 5,000 | ||||||
Treasury stock (in shares) | 262,073 | 262,073 | |||||
Treasury stock repurchased | $ 4,488 | ||||||
Common Unit | |||||||
Class of Stock [Line Items] | |||||||
Units repurchased during the period (shares) | 249,632 | ||||||
Units repurchased during the period | $ 4,458 | ||||||
Director | Steel Partners II, L.P. | Restricted Common Units | |||||||
Class of Stock [Line Items] | |||||||
Units issued and vesting of restricted units | 75 | ||||||
Director | Steel Partners II, L.P. | Common Unit | |||||||
Class of Stock [Line Items] | |||||||
Stock issued net of forfeitures | 760 | ||||||
Common units issuance expense | $ 104 | $ 104 | 198 | $ 198 | |||
SP General Services LLC | Related Party Debt | |||||||
Class of Stock [Line Items] | |||||||
Shares issued | $ 1,800 |
Capital and Accumulated Othe100
Capital and Accumulated Other Comprehensive (Loss) Income Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of year | $ 664,106 | |||
Other comprehensive income | $ 4,252 | $ (7,618) | (139) | $ (11,877) |
Balance at end of year | 791,267 | 791,267 | ||
Other Comprehensive Income (Loss), Tax | 783 | |||
Reclassification From Accumulated Other Comprehensive Income, Current Period, Tax | (3,861) | |||
Other comprehensive income | 4,252 | $ (7,618) | (139) | $ (11,877) |
Unrealized gain on available-for-sale securities | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of year | 83,137 | |||
Current period other comprehensive loss | 13,432 | |||
Reclassifications, net of tax | (22,736) | |||
Other comprehensive income | 9,304 | |||
Balance at end of year | 73,833 | 73,833 | ||
Other comprehensive income | 9,304 | |||
Unrealized gain on derivative financial instruments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of year | 0 | |||
Current period other comprehensive loss | 9 | |||
Reclassifications, net of tax | 0 | |||
Other comprehensive income | (9) | |||
Balance at end of year | 9 | 9 | ||
Other comprehensive income | (9) | |||
Unrealized gain on derivative financial instruments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Other comprehensive income | (2) | |||
Other comprehensive income | (2) | |||
Cumulative translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of year | (4,691) | |||
Current period other comprehensive loss | 11 | |||
Reclassifications, net of tax | 0 | |||
Other comprehensive income | (11) | |||
Balance at end of year | (4,680) | (4,680) | ||
Other comprehensive income | (11) | |||
Change in net pension and other benefit obligations | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of year | (75,641) | |||
Current period other comprehensive loss | 1,076 | |||
Reclassifications, net of tax | 0 | |||
Other comprehensive income | (1,076) | |||
Balance at end of year | (74,565) | (74,565) | ||
Other comprehensive income | (1,076) | |||
Total | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of year | 2,805 | |||
Current period other comprehensive loss | 14,528 | |||
Reclassifications, net of tax | (22,736) | |||
Other comprehensive income | 8,208 | |||
Balance at end of year | $ (5,403) | (5,403) | ||
Other comprehensive income | 8,208 | |||
Unrealized gain on available-for-sale securities | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Other comprehensive income | (7,972) | |||
Other comprehensive income | (7,972) | |||
Cumulative translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Other comprehensive income | 178 | |||
Other comprehensive income | 178 | |||
Change in net pension and other benefit obligations | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Other comprehensive income | (551) | |||
Other comprehensive income | $ (551) |
Net Income (Loss) Per Common101
Net Income (Loss) Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | ||||
Net income from continuing operations | $ 9,154 | $ 17,573 | $ 27,961 | $ 3,216 |
Net loss (income) from continuing operations attributable to noncontrolling interests in consolidated entities | 1,520 | (9,825) | 5,104 | (9,755) |
Net income (loss) from continuing operations attributable to common unit holders | 10,674 | 7,748 | 33,065 | (6,539) |
(Loss) Income from discontinued operations | (148) | 3,624 | 86,823 | 6,435 |
Net loss (income) from discontinued operations attributable to noncontrolling interests in consolidated entities | 53 | (1,577) | (30,878) | (2,807) |
Net (loss) income from discontinued operations attributable to common unit holders | (95) | 2,047 | 55,945 | 3,628 |
Net income (loss) attributable to common unitholders | $ 10,579 | $ 9,795 | $ 89,010 | $ (2,911) |
Net (loss) income per common unit - basic: (in dollars per unit) | ||||
Net income (loss) from continuing operations | $ 0.39 | $ 0.27 | $ 1.20 | $ (0.22) |
Net income from discontinued operations | 0 | 0.07 | 2.02 | 0.12 |
Net income (loss) attributable to common unitholders | 0.39 | 0.34 | 3.22 | (0.10) |
Earnings Per Share, Diluted, Two Class Method [Abstract] | ||||
Net income (loss) from continuing operations | 0.38 | 0.27 | 1.19 | (0.22) |
Net income from discontinued operations | 0 | 0.07 | 2.01 | 0.12 |
Net income (loss) attributable to common unitholders | $ 0.38 | $ 0.34 | $ 3.20 | $ (0.10) |
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ||||
Weighted average common units outstanding - basic (in shares) | 27,640,332 | 28,739,858 | 27,649,363 | 29,765,843 |
Incentive units | 59,185 | 0 | 224,253 | 0 |
Unvested restricted units | 26,705 | 35,582 | 26,083 | 0 |
Denominator for net income per common unit - diluted (in shares) | 27,726,222 | 28,775,440 | 27,899,699 | 29,765,843 |
Incentive Units | ||||
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ||||
Antidilutive securities excluded | 16,032 | |||
Unvested Restricted Stock Units | ||||
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ||||
Antidilutive securities excluded | 35,134 |
Segment Information Segment Des
Segment Information Segment Description (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Diversified industrial | ||||
Segment Reporting Information [Line Items] | ||||
Management Fees Revenue | $ 2,500 | $ 2,200 | $ 4,750 | $ 4,400 |
Energy | ||||
Segment Reporting Information [Line Items] | ||||
Management Fees Revenue | 2,000 | 2,000 | 4,000 | 4,000 |
Financial services | ||||
Segment Reporting Information [Line Items] | ||||
Management Fees Revenue | $ 560 | $ 62 | $ 1,100 | $ 125 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenue: | $ 251,654 | $ 228,003 | $ 466,235 | $ 415,860 |
Income (Loss) from continuing operations before income taxes: | 12,814 | 25,316 | 39,541 | 12,127 |
Income tax provision | 3,660 | 7,743 | 11,580 | 8,911 |
Net income from continuing operations | 9,154 | 17,573 | 27,961 | 3,216 |
Total | (858) | 3,750 | 4,190 | (14,510) |
Diversified industrial | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 193,271 | 168,546 | 331,253 | 304,033 |
Income (Loss) from continuing operations before income taxes: | 15,853 | 20,215 | 25,422 | 24,989 |
Total | (459) | 4,714 | 5,041 | 5,404 |
Energy | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 35,610 | 51,924 | 74,495 | 97,083 |
Income (Loss) from continuing operations before income taxes: | (15,921) | 9,183 | (23,013) | 12,576 |
Total | 5,445 | 2,874 | 3,335 | 1,441 |
Financial services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 15,484 | 8,023 | 27,660 | 14,989 |
Income (Loss) from continuing operations before income taxes: | 10,479 | 5,172 | 17,823 | 9,250 |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 7,289 | (490) | 32,827 | (245) |
Income (Loss) from continuing operations before income taxes: | 2,403 | (9,254) | 19,309 | (34,688) |
Total | $ (5,844) | $ (3,838) | $ (4,186) | $ (21,355) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income tax provision | $ 3,660 | $ 7,743 | $ 11,580 | $ 8,911 |
Income Tax Expense | Restatement Adjustment | Steel Excel Inc. | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income tax provision | $ 3,500 |
Regulatory Matters (Details)
Regulatory Matters (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Total Capital (to risk-weighted assets) | ||
Actual | $ 48,509 | $ 42,861 |
For capital adequacy purposes | 17,748 | 13,720 |
To be well capitalized under prompt corrective provisions | 22,186 | 17,150 |
Tier 1 Capital (to risk-weighted assets) | ||
Actual | 47,697 | 42,116 |
For capital adequacy purposes | 13,311 | 6,860 |
To be well capitalized under prompt corrective provisions | 17,748 | 10,290 |
Tier 1 Capital (to average assets) | ||
Actual | 47,697 | 42,116 |
For capital adequacy purposes | 9,819 | 8,627 |
To be well capitalized under prompt corrective provisions | $ 12,274 | $ 10,784 |
Risk Based Ratios (as a percent) | ||
Total Capital (to risk-weighted assets) Actual | 21.87% | 24.99% |
Total Capital (to risk-weighted assets) For capital adequacy purposes | 8.00% | 8.00% |
Total Capital (to risk-weighted assets) To be well capitalized under prompt corrective provisions | 10.00% | 10.00% |
Tier 1 Capital (to risk-weighted assets) Actual | 21.50% | 24.56% |
Tier 1 Capital (to risk-weighted assets) For adequacy purposes | 6.00% | 4.00% |
Tier 1 Capital (to risk-weighted assets) To be well capitalized under prompt corrective provisions | 8.00% | 6.00% |
Leverage Ratios (as a percent) | ||
Tier 1 Capital (to average assets) Actual | 19.43% | 19.53% |
Tier 1 Capital (to average assets) For capital adequacy purposes | 4.00% | 4.00% |
Tier 1 Capital (to average assets) To be well capitalized under prompt corrective provisions | 5.00% | 5.00% |
Common Equity Tier 1 Capital | ||
Common Equity Tier One Capital | $ 47,697 | |
Common Equity Tie One Capital To Average Assets | 21.50% | |
Common Equity Tier One Capital Required For Capital Adequacy | $ 9,983 | |
Common Equity Tier One Capital Required For Capital Adequacy To Average Assets | 4.50% | |
Common Equity Tier One Capital Required To Be Well Capitalized | $ 14,421 | |
Common Equity Tier One Capital Required To Be Well Capitalized To Average Assets | 6.50% |
Commitments and Contingencies N
Commitments and Contingencies Narrative (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | 258 Months Ended |
Jun. 30, 2015USD ($)claim | Dec. 31, 2014USD ($)claim | Jun. 30, 2015USD ($)claimdefendant | |
Loss Contingencies [Line Items] | |||
Accrual for environmental matters | $ 3,422 | $ 3,822 | $ 3,422 |
Handy & Harman Ltd. (HNH) | |||
Loss Contingencies [Line Items] | |||
Accrual for environmental matters | 2,000 | 2,000 | |
Insurance Settlements Receivable | 1,200 | $ 3,100 | 1,200 |
HHEM | |||
Loss Contingencies [Line Items] | |||
Accrual for environmental matters | $ 200 | $ 200 | |
BNS Subsidiary | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Total Claims (in number of claims) | claim | 1,342,000 | 1,326,000 | 1,342,000 |
Claims, litigation matters (in number of claims) | claim | 171,000 | 218,000 | 171,000 |
Number of claims, dismissed, settled or granted summary judgement and closed (in claims) | claim | 1,172,000 | 1,108,000 | |
BNS Subsidiary | Insurance Claims | |||
Loss Contingencies [Line Items] | |||
Insurance, coverage limit | $ 183,000 | ||
Insurance, remaining self insurance coverage limit | 2,102 | $ 2,102 | $ 2,102 |
Accrual relating to open and active claims | 1,422 | $ 1,422 | $ 1,422 |
Minimum | BNS Subsidiary | |||
Loss Contingencies [Line Items] | |||
Loss contingency, number of defendants (in defendants) | defendant | 100,000 | ||
Maximum | BNS Subsidiary | |||
Loss Contingencies [Line Items] | |||
Claims settled, average settlement value | $ 3 | ||
Costs | Former Owner / Operator | |||
Loss Contingencies [Line Items] | |||
Ownership responsibility for site investigation and remediation costs percentage allocation | 75.00% | 75.00% | |
Costs | First Joint Venture Partner of Former Owner / Operator | |||
Loss Contingencies [Line Items] | |||
Ownership responsibility for site investigation and remediation costs percentage allocation | 37.50% | 37.50% | |
Costs | Hhem and HandH | |||
Loss Contingencies [Line Items] | |||
Investigation and remediation costs | $ 4,600 | ||
Ownership responsibility for site investigation and remediation costs percentage allocation | 25.00% | 25.00% | |
Accrual for Environmental Loss Contingencies, Payments | $ 1,000 | ||
Costs | HHEM | |||
Loss Contingencies [Line Items] | |||
Investigation and remediation costs | 1,500 | ||
Sold Parcel | |||
Loss Contingencies [Line Items] | |||
Environmental Exit Costs, Anticipated Cost | $ 100 |
Subsequent Events (Details)
Subsequent Events (Details) - Jul. 02, 2015 - JPS Industries, Inc. - Subsequent Event - USD ($) $ / shares in Units, $ in Thousands | Total |
HNH | |
Subsequent Event [Line Items] | |
Price per share (in dollars per share) | $ 11 |
Payments to acquire business | $ 65,700 |
Acquisition period (in days) | 20 days |
Payment to acquire business, shares | 1,429,407 |
Voting interest acquired (as a percent) | 100.00% |
Handy and Harman Ltd and SPH Group Holding LLC | |
Subsequent Event [Line Items] | |
Payments to acquire business | $ 70,300 |