Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 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 | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 26,621,984 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 251,495 | $ 188,983 |
Restricted cash | 20,184 | 21,311 |
Marketable securities | 119,323 | 138,457 |
Trade and other receivables (net of allowance for doubtful accounts of $2,066 in 2015 and $2,149 in 2014) | 139,349 | 87,440 |
Receivables from related parties | 1,976 | 838 |
Loans receivable including loans held for sale of $93,134 and $40,886, respectively, net | 94,741 | 41,547 |
Inventories, net | 112,501 | 64,084 |
Deferred tax assets - current | 24,971 | 30,262 |
Prepaid expenses and other current assets | 23,975 | 15,082 |
Assets of discontinued operations | 2,524 | 76,418 |
Total current assets | 791,039 | 664,422 |
Long-term loans receivable, net | 65,507 | 76,382 |
Goodwill | 130,930 | 45,951 |
Other intangible assets, net | 144,951 | 118,550 |
Deferred tax assets - non-current | 62,512 | 45,669 |
Other non-current assets | 23,473 | 45,666 |
Property, plant and equipment, net | 262,422 | 184,314 |
Long-term investments | 188,263 | 311,951 |
Total Assets | 1,669,097 | 1,492,905 |
Current liabilities: | ||
Accounts payable | 70,200 | 34,686 |
Accrued liabilities | 55,599 | 41,133 |
Financial instruments | 20,171 | 21,311 |
Deposits | 133,205 | 87,804 |
Payable to related parties | 504 | 3,404 |
Short-term debt | 1,440 | 602 |
Current portion of long-term debt | 14,847 | 19,592 |
Deferred tax liabilities - current | 313 | 271 |
Other current liabilities | 15,338 | 8,250 |
Liabilities of discontinued operations | 450 | 13,201 |
Total current liabilities | 312,067 | 230,254 |
Long-term deposits | 80,913 | 77,056 |
Long-term debt | 276,714 | 296,282 |
Accrued pension liability | 248,819 | 208,390 |
Deferred tax liabilities - non-current | 4,752 | 5,301 |
Other liabilities | 6,086 | 11,516 |
Total Liabilities | 929,351 | 828,799 |
Commitments and Contingencies | 0 | 0 |
Capital: | ||
Partners’ capital common units: 27,116,615 and 27,566,200 issued and outstanding (after deducting 9,560,593 and 8,964,049 held in treasury, at cost of $148,817 and $138,363) at September 30, 2015 and December 31, 2014, respectively | 553,148 | 492,054 |
Accumulated other comprehensive (loss) income | (29,802) | 2,805 |
Total Partners’ Capital | 523,346 | 494,859 |
Noncontrolling interests in consolidated entities | 216,400 | 169,247 |
Total Capital | 739,746 | 664,106 |
Total Liabilities and Capital | $ 1,669,097 | $ 1,492,905 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,066 | $ 2,149 |
Loans held for sale | $ 93,134 | $ 40,886 |
Common units issued (in shares) | 27,116,615 | 27,566,200 |
Common units outstanding (in shares) | 27,116,615 | 27,566,200 |
Common units held in treasury (in shares) | 9,560,593 | 8,964,049 |
Common units held in treasury, at cost | $ 148,817 | $ 138,363 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | ||||
Diversified industrial net sales | $ 224,635 | $ 164,524 | $ 555,888 | $ 468,557 |
Energy net sales | 33,480 | 58,583 | 107,975 | 155,666 |
Financial services revenue | 18,226 | 9,309 | 45,886 | 24,298 |
Investment and other income | 105 | 669 | 609 | 1,215 |
Net investment (losses) gains | (56) | 1,438 | 32,267 | 647 |
Total revenue | 276,390 | 234,523 | 742,625 | 650,383 |
Costs and expenses | ||||
Cost of goods sold | 195,737 | 161,121 | 495,770 | 452,205 |
Selling, general and administrative expenses | 56,849 | 44,398 | 167,623 | 140,012 |
Impairment charges | 9,202 | 1,224 | 37,540 | 1,224 |
Finance interest expense | 370 | 207 | 959 | 569 |
(Recovery of) Provision for loan losses | (69) | 102 | (39) | (52) |
Interest expense, net | 2,347 | 3,337 | 6,520 | 8,300 |
Realized and unrealized gain on derivatives | (168) | (1,320) | (273) | (854) |
Other income, net | (8,011) | (18) | (17,073) | (6,368) |
Total costs and expenses | 256,257 | 209,051 | 691,027 | 595,036 |
Income from continuing operations before income taxes and equity method income (loss) | 20,133 | 25,472 | 51,598 | 55,347 |
Income tax provision | 13,125 | 10,207 | 24,705 | 19,118 |
Income (Loss) from equity method investments and investments held at fair value: | ||||
(Loss) Income of associated companies, net of taxes | (21,066) | 12,655 | (17,237) | (3,328) |
Income from other investments - related party | 0 | 613 | 361 | 2,086 |
(Loss) Income from investments held at fair value | (734) | (9,988) | 3,152 | (13,226) |
Net (loss) income from continuing operations | (14,792) | 18,545 | 13,169 | 21,761 |
Discontinued operations: | ||||
Income from discontinued operations, net of taxes | 0 | 2,245 | 565 | 8,638 |
Gain on sale of discontinued operations, net of taxes | 195 | 0 | 86,453 | 42 |
Net income from discontinued operations | 195 | 2,245 | 87,018 | 8,680 |
Net (loss) income | (14,597) | 20,790 | 100,187 | 30,441 |
Net loss (income) attributable to noncontrolling interests in consolidated entities: | ||||
Continuing operations | 4,404 | (5,820) | 9,508 | (15,575) |
Discontinued operations | (1,950) | (943) | (32,828) | (3,750) |
Net income (loss) attributable to noncontrolling interests in consolidated entities | 2,454 | (6,763) | (23,320) | (19,325) |
Net (loss) income attributable to common unitholders | $ (12,143) | $ 14,027 | $ 76,867 | $ 11,116 |
Net income (loss) per common unit - basic (in dollars per share) | ||||
Net income (loss) from continuing operations (in dollars per share) | $ (0.38) | $ 0.46 | $ 0.82 | $ 0.21 |
Net income from discontinued operations (in dollars per share) | (0.06) | 0.04 | 1.97 | 0.17 |
Net income (loss) attributable to common unitholders (in dollars per share) | (0.44) | 0.50 | 2.79 | 0.38 |
Net income (loss) per common unit - diluted (in dollars per share) | ||||
Net income (loss) from continuing operations (in dollars per share) | (0.38) | 0.46 | 0.82 | 0.21 |
Net income from discontinued operations (in dollars per share) | (0.06) | 0.04 | 1.96 | 0.17 |
Net income (loss) attributable to common unitholders (in dollars per share) | $ (0.44) | $ 0.50 | $ 2.78 | $ 0.38 |
Weighted average number of common units outstanding - basic (in shares) | 27,226,589 | 27,783,417 | 27,506,890 | 29,097,773 |
Weighted average number of common units outstanding - diluted (in shares) | 27,226,589 | 27,808,871 | 27,679,474 | 29,141,054 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net (loss) income | $ (14,597) | $ 20,790 | $ 100,187 | $ 30,441 | |
Other comprehensive (loss) income, net of tax: | |||||
Gross unrealized (losses) gains on available for sale securities, net of tax | (24,042) | (7,997) | (7,765) | 5,567 | |
Reclassification of unrealized losses (gains), net of tax | [1] | (567) | (1,045) | (18,176) | (2,709) |
Gross unrealized (losses) gains on available for sale securities, net of tax and reclassifications | (24,609) | (9,042) | (25,941) | 2,858 | |
Gross unrealized loss on derivative financial instruments | (997) | 0 | (986) | 0 | |
Currency translation adjustment | (1,998) | (1,098) | (2,165) | (1,121) | |
Change in pension liability and other post-retirement benefit obligations, net of tax | 0 | 0 | 1,627 | 0 | |
Other comprehensive (loss) income | (27,604) | (10,140) | (27,465) | 1,737 | |
Comprehensive (loss) income | (42,201) | 10,650 | 72,722 | 32,178 | |
Comprehensive income (loss) attributable to non-controlling interests | 5,659 | (5,625) | (28,462) | (20,724) | |
Comprehensive (loss) income attributable to common unit holders | (36,542) | 5,025 | 44,260 | 11,454 | |
Tax (benefit) provision on gross unrealized gains and losses on available-for-sale securities | (3,279) | (586) | (5,096) | 3,449 | |
Tax (benefit) provision on reclassification of unrealized gains and losses on available-for-sale securities | (284) | (434) | 6,434 | (1,296) | |
Tax provision on change in pension and other post-retirement benefit obligations | $ 0 | $ 0 | $ 395 | $ 0 | |
[1] | For the three months ended September 30, 2015 and 2014 unrealized holding gains of $567 and of $911, respectively, were reclassified to Other income, net and gains of $0 and $134, respectively, were reclassified to Net investment (losses) gains. For the nine months ended September 30, 2015 and 2014 unrealized holding losses of $11,487 and gains of $2,488, respectively, were reclassified to Other income, net and gains of $29,663 and 221, respectively, were reclassified to Net investment (losses) gains. |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Reclassification of unrealized (gains) and losses, net of tax | [1] | $ (567) | $ (1,045) | $ (18,176) | $ (2,709) |
Other income, net | |||||
Reclassification of unrealized (gains) and losses, net of tax | 567 | (911) | 11,487 | (2,488) | |
Net Investment (Loss) Gain | |||||
Reclassification of unrealized (gains) and losses, net of tax | $ 0 | $ (134) | $ (29,663) | $ (221) | |
[1] | For the three months ended September 30, 2015 and 2014 unrealized holding gains of $567 and of $911, respectively, were reclassified to Other income, net and gains of $0 and $134, respectively, were reclassified to Net investment (losses) gains. For the nine months ended September 30, 2015 and 2014 unrealized holding losses of $11,487 and gains of $2,488, respectively, were reclassified to Other income, net and gains of $29,663 and 221, respectively, were reclassified to Net investment (losses) gains. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 100,187 | $ 30,441 |
Net income from discontinued operations | (87,018) | (8,680) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net investment gains | (32,267) | (647) |
Recovery of loan losses | (39) | (52) |
Loss of associated companies | 17,237 | 3,328 |
Income from other investments - related party | (361) | (2,086) |
(Income) Loss from investments held at fair value | (3,152) | 13,226 |
Deferred income taxes | 6,783 | 9,338 |
Non-cash income from derivatives | 92 | (674) |
Depreciation and amortization | 34,471 | 28,566 |
Amortization of debt related costs | 820 | 1,215 |
Reclassification of net cash settlements on derivative instruments | (322) | (180) |
Stock based compensation | 7,378 | 6,502 |
Impairment charges | 37,540 | 1,224 |
Other | (8,098) | (2,663) |
Net change in operating assets and liabilities: | ||
Receivables | (6,070) | (26,715) |
Receivables from related parties | (793) | 119 |
Inventories | 3,655 | (8,203) |
Prepaid and other assets | (391) | 671 |
Accounts payable, accrued and other liabilities | (12,347) | (6,858) |
Payable to related parties | (2,682) | (1,926) |
Net increase in loans held for sale | (52,248) | (20,961) |
Net cash provided by operating activities of continuing operations | 2,375 | 14,985 |
Net cash (used in) provided by operating activities of discontinued operations | (2,266) | 13,629 |
Net cash provided by operating activities | 109 | 28,614 |
Cash flows from investing activities: | ||
Purchases of investments | (28,927) | (99,296) |
Proceeds from sales of investments | 82,667 | 109,033 |
Maturities of marketable securities | 58 | 4,705 |
Net increase in loans and other receivables | 3,473 | (14,641) |
Purchases of property and equipment | (17,037) | (21,453) |
Reclassification of restricted cash | 1,533 | (19,632) |
Net cash settlements on derivative instruments | 322 | 180 |
Proceeds from sale of assets | 9,395 | 2,089 |
Acquisitions, net of cash acquired | (117,226) | (517) |
Investments in associated companies | (7,607) | (144) |
Proceeds from sales of discontinued operations | 155,517 | 3,732 |
Net cash used in investing activities of discontinued operations | (75) | (2,046) |
Other | (77) | (3,039) |
Net cash provided by (used in) investing activities | 82,016 | (41,029) |
Cash flows from financing activities: | ||
Proceeds from term loans | 1,433 | 52,600 |
Repurchase of subordinated notes | 0 | (346) |
Net revolver (repayments) borrowings | (41,280) | 213,379 |
Net borrowings (repayments) of term loans – foreign | 79 | (1,153) |
Repayments of term loans – domestic | (10,845) | (178,760) |
Subsidiary's purchases of the Company's common units | (8,537) | (5,252) |
Purchases of the Company's common units | (1,917) | (51,465) |
Subsidiary's purchases of their common stock | (6,105) | (80,948) |
Purchase of subsidiary shares from non-controlling interests | (93) | (3,045) |
Deferred finance charges | (404) | (3,230) |
Net change in overdrafts | (252) | 2,546 |
Net increase in deposits | 49,257 | 25,744 |
Other | (400) | 1,096 |
Net cash provided by financing activities of discontinued operations | 0 | 1,495 |
Net cash used in financing activities | (19,064) | (27,339) |
Net change for the period | 63,061 | (39,754) |
Effect of exchange rate changes on cash and cash equivalents | (549) | (152) |
Cash and cash equivalents at beginning of period | 188,983 | 203,980 |
Cash and cash equivalents at end of period | 251,495 | 164,074 |
Cash paid during the period for: | ||
Interest | 6,744 | 7,956 |
Taxes | 17,051 | 9,464 |
Non-cash investing activities: | ||
Reclassification of investment in associated company to cost of an acquisition | 66,239 | 0 |
Reclassification of investment in associated company to investment in consolidated subsidiaries | 48,748 | 0 |
Reclassification of available-for-sale securities to equity method investment | 10,858 | 27,647 |
Partnership interest exchanged for marketable securities | 25,000 | 0 |
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 | (632) |
Non-cash financing activities: | ||
Contribution of advances by non-controlling interest of subsidiary | 0 | 268 |
Subsidiary restricted stock awards surrendered to satisfy withholding upon vesting | $ 32 | $ 14 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Capital - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | $ 664,106 | |
Balance at beginning of year (in shares) | 27,566,200 | |
Net income | $ (14,597) | $ 100,187 |
Unrealized (loss) gain on available-for-sale investments | (24,609) | (25,941) |
Unrealized loss derivative financial instruments | (986) | |
Currency translation adjustment | (2,165) | |
Changes in post-retirement benefit obligations | 1,627 | |
Acquisition of CoSine | 12,842 | |
Units issued and vesting of restricted units | 2,176 | |
Equity compensation- subsidiaries | 4,231 | |
Subsidiary's purchases of the Company's common units | (8,537) | |
Purchases of SPLP common units | (1,917) | |
Subsidiary's purchases of their common stock | (6,105) | |
Purchases of subsidiary shares from noncontrolling interests | (93) | |
Other, net | 321 | |
Balance at end of year | $ 739,746 | $ 739,746 |
Balance at end of period (in shares) | 27,116,615 | 27,116,615 |
Total Partners' Capital | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | $ 494,859 | |
Net income | 76,867 | |
Unrealized (loss) gain on available-for-sale investments | (31,317) | |
Unrealized loss derivative financial instruments | (794) | |
Currency translation adjustment | (1,572) | |
Changes in post-retirement benefit obligations | 1,076 | |
Units issued and vesting of restricted units | 2,176 | |
Equity compensation- subsidiaries | 2,630 | |
Subsidiary's purchases of the Company's common units | (8,537) | |
Purchases of SPLP common units | (1,917) | |
Subsidiary's purchases of their common stock | 951 | |
Purchases of subsidiary shares from noncontrolling interests | (11,256) | |
Other, net | 180 | |
Balance at end of year | $ 523,346 | $ 523,346 |
Common Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year (in shares) | 36,530,249 | |
Units issued and vesting of restricted units (shares) | 146,959 | |
Balance at end of period (in shares) | 36,677,208 | 36,677,208 |
Treasury Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | $ (138,363) | |
Balance at beginning of year (in shares) | 8,964,049 | |
Subsidiary's purchases of the Company's common units | $ (8,537) | |
Subsidiary's purchases of the Company's common units (in shares) | (488,544) | |
Purchases of SPLP common units | $ (1,917) | |
Purchases of SPLP common units (in shares) | (108,000) | |
Balance at end of year | $ (148,817) | $ (148,817) |
Balance at end of period (in shares) | 9,560,593 | 9,560,593 |
Partners' Capital | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | $ 492,054 | |
Net income | 76,867 | |
Units issued and vesting of restricted units | 2,176 | |
Equity compensation- subsidiaries | 2,630 | |
Subsidiary's purchases of the Company's common units | (8,537) | |
Purchases of SPLP common units | (1,917) | |
Subsidiary's purchases of their common stock | 951 | |
Purchases of subsidiary shares from noncontrolling interests | (11,256) | |
Other, net | 180 | |
Balance at end of year | $ 553,148 | 553,148 |
Accumulated Other Comprehensive Income | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | 2,805 | |
Unrealized (loss) gain on available-for-sale investments | (31,317) | |
Unrealized loss derivative financial instruments | (794) | |
Currency translation adjustment | (1,572) | |
Changes in post-retirement benefit obligations | 1,076 | |
Balance at end of year | (29,802) | (29,802) |
Non-controlling interests in Consolidated Entities | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | 169,247 | |
Net income | 23,320 | |
Unrealized (loss) gain on available-for-sale investments | 5,376 | |
Unrealized loss derivative financial instruments | (192) | |
Currency translation adjustment | (593) | |
Changes in post-retirement benefit obligations | 551 | |
Acquisition of CoSine | 12,842 | |
Equity compensation- subsidiaries | 1,601 | |
Subsidiary's purchases of their common stock | (7,056) | |
Purchases of subsidiary shares from noncontrolling interests | 11,163 | |
Other, net | 141 | |
Balance at end of year | $ 216,400 | $ 216,400 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 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 nine months ended September 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 nine months ended September 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 September 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) 84.2 % 82.7 % Handy & Harman Ltd. ("HNH") 70.1 % 66.2 % SPH Services, Inc. ("SPH Services") 100.0 % 100.0 % Steel Excel Inc. ("Steel Excel") 58.3 % 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 nine months ended September 30, 2015 includes DGT’s activity as of and for its three and nine months ended July 31, 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. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU 2014-09 by one year. The ASU, as amended, is effective for the Company's 2018 fiscal year and 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. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , which eliminates the requirement to restate prior-period financial statements for measurement-period adjustments following a business combination. The new guidance requires that the cumulative impact of a measurement-period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior-period impact of the adjustment should either be presented separately on the face of the income statement or disclosed in the notes. This new guidance is effective for the Company's 2016 fiscal year. The amendments in this ASU will be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS 2015 Acquisitions HNH's Acquisition of JPS Effective July 2, 2015, H&H Group, a wholly owned subsidiary of HNH, completed the acquisition of JPS Industries, Inc. ("JPS") pursuant to an agreement and plan of merger, dated as of May 31, 2015, 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 SPH Group Holdings LLC ("SPH Group Holdings"), a subsidiary of SPLP, and a significant stockholder of JPS, was converted into the right to receive $11.00 in cash. The total merger consideration was $114,493 which represents the aggregate cash merger consideration of $70,255 and the fair value of SPLP's previously held interest in JPS of $44,238 . The cash considerations was funded primarily by H&H Group and also by SPH Group Holdings. SPH Group Holding's funding of the aggregate merger consideration totaled approximately $4,510 , with the remainder funded by H&H Group financed through additional borrowings under HNH's senior secured revolving credit facility. As a result of the closing of the Merger, JPS was indirectly owned by both H&H Group and SPH Group Holdings. 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 an exchange agreement, dated as of May 31, 2015, by and between H&H Group and SPH Group Holdings, on July 31, 2015, HNH issued ("Issuance") to H&H Group 1,429,407 shares of HNH’s common stock with a value of $48,700 and, following the Issuance, H&H Group exchanged ("Exchange") those shares of HNH common stock for all shares of JPS common stock held by SPH Group Holdings. As a result of the Exchange, H&H Group owned 100% of JPS and 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. The following table summarizes the assets acquired and liabilities assumed at the acquisition date on a preliminary basis: Amount Assets: Cash and cash equivalents $ 22 Trade and other receivables 21,201 Inventories 27,070 Prepaid expenses and other current assets 4,924 Property, plant & equipment 45,181 Goodwill 35,314 Other intangible assets 9,921 Deferred tax assets - non-current 17,605 Other non-current assets 3,280 Total assets acquired 164,518 Liabilities: Accounts payable 10,674 Accrued liabilities 5,535 Long-term debt 1,500 Accrued pension liability 32,167 Other liabilities 149 Total liabilities assumed 50,025 Net assets acquired $ 114,493 The preliminary purchase price allocation is subject to finalization of valuations of certain acquired assets and liabilities. The goodwill of $35,314 arising from the acquisition consists largely of the synergies expected from combining the operations of HNH and JPS. All of the goodwill is assigned to SPLP's Diversified Industrial segment and is not expected to be deductible for income tax purposes. Other intangible assets consist primarily of acquired trade names of approximately $4,400 , customer relationships of approximately $3,700 , and patented and unpatented technology of approximately $1,800 . These intangible assets have been assigned useful lives ranging from 10 to 15 years based on the long operating history, broad market recognition and continued demand for the associated brands, and the limited turnover and longstanding relationships JPS has with its existing customer base. The valuations of acquired trade names and patented and unpatented technology were performed utilizing a relief from royalty method, and significant assumptions used in the valuation included the royalty rate assumed and the expected level of future sales, as well as the rate of technical obsolescence for the patented and unpatented technology. The acquired customer relationships were valued using an excess earnings approach, and significant assumptions used in the valuation included the customer attrition rate assumed and the expected level of future sales. 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 SPLP's 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, which was recorded in the first quarter of 2015, of approximately $6,900 and is included in Net investment (losses) gains in the Consolidated Statements of Operations. 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 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 and 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 tax liabilities - non-current 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 intangible assets 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 and JPS acquisitions were 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 $8,572 of acquisition-related costs incurred in the nine months ended September 30, 2015 and $4,375 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 September 30, Nine Months Ended September 30, 2014 2015 2014 Revenue $ 322,831 $ 880,848 $ 919,295 Net income from continuing operations attributable to common unitholders 28,020 6,398 29,290 Net income from continuing operations per common unit - basic 0.80 0.54 0.48 Net income from continuing operations per common unit - diluted 0.80 0.54 0.48 The amount of net sales of CoSine and its API subsidiary and JPS included in the Company’s Consolidated Statement of Operations for the third quarter and nine months ended September 30, 2015 totaled approximately $71,600 and $98,400 , respectively. The amount of operating income or loss of CoSine and its API subsidiary and JPS included in the Company’s Consolidated Statement of Operations for the third quarter and nine months ended September 30, 2015 totaled a loss of approximately $3,100 and a loss of $3,800 , respectively. The results of operations of CoSine and its API subsidiary and JPS are included within the Diversified Industrial segment. 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. 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 $21,268 , which is expected to be deductible for income tax purposes. 2014 Acquisitions There were no significant acquisitions in 2014. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS Assets and Liabilities of discontinued operations at September 30, 2015 include a building owned by DGT, which is held for sale, and a sports business owned by Steel Excel. 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 building owned by DGT, which was for sale, and a sports business owned by Steel Excel. September 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 2,524 30,457 Total assets $ 2,524 $ 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 September 30, Nine Months Ended September 30, 2015 2014 (b) 2015 (a) 2014 (b) Revenue $ — $ 24,177 $ 5,952 $ 77,483 Net income — 2,245 565 8,638 (Loss) Income after taxes and noncontrolling interests (1,887 ) 1,303 (3,002 ) 4,907 Gain on sale of discontinued operations after taxes and noncontrolling interests 134 — 57,193 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 | 9 Months Ended |
Sep. 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 September 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 the Consolidated Statement of 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: September 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 $ 45,198 $ — $ — $ 45,198 $ 42,681 $ — $ — $ 42,681 Mutual funds 11,835 1,665 — 13,500 17,030 4,262 (322 ) 20,970 Corporate securities 74,358 5,091 (3,470 ) 75,979 103,761 7,821 (23,732 ) 87,850 Corporate obligations 34,034 228 (4,418 ) 29,844 32,486 592 (3,441 ) 29,637 Total marketable securities 165,425 6,984 (7,888 ) 164,521 195,958 12,675 (27,495 ) 181,138 Amounts classified as cash equivalents (45,198 ) — — (45,198 ) (42,681 ) — — (42,681 ) Amounts classified as marketable securities $ 120,227 $ 6,984 $ (7,888 ) $ 119,323 $ 153,277 $ 12,675 $ (27,495 ) $ 138,457 Proceeds from sales of marketable securities were $22,800 and $9,400 in the three months ended September 30, 2015 and 2014 , respectively, and were $72,602 and $105,100 in the nine months ended September 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Gross realized gains $ 2,135 $ 681 $ 6,735 $ 7,077 Gross realized losses (5,528 ) (1,683 ) (6,321 ) (3,012 ) Realized (losses) gains, net $ (3,393 ) $ (1,002 ) $ 414 $ 4,065 The fair value of marketable securities with unrealized losses at September 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 $ 46,781 $ (3,436 ) $ 178 $ (34 ) $ 46,959 $ (3,470 ) Corporate obligations 8,709 (3,312 ) 3,705 (1,106 ) 12,414 (4,418 ) Total $ 55,490 $ (6,748 ) $ 3,883 $ (1,140 ) $ 59,373 $ (7,888 ) 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. 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 impairment charges of approximately $7,900 and $22,700 for the three and nine months ended September 30, 2015 , respectively, 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 September 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 September 30, 2015 , by contractual maturity, were as follows: Cost Estimated Fair Value Debt securities that mature in more than three years $ 34,034 $ 29,844 Securities with no contractual maturities 131,391 134,677 $ 165,425 $ 164,521 B) Long-Term Investments The following table summarizes the Company's long-term investments as of September 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 September 30, Nine Months Ended September 30, (A) AVAILABLE-FOR-SALE SECURITIES September 30, 2015 December 31, 2014 2015 2014 2015 2014 Fair Value Changes Recorded in Accumulated Other Comprehensive (Loss)Income: Equity securities - U.S. (1) Aerospace/Defense $ 67,649 $ 76,512 Restaurants — 35,637 Other 575 572 68,224 112,721 Fair Value Changes Recorded in Consolidated Statement of Operations: API (1) — 18,373 $ — $ (9,655 ) $ 4,449 $ (9,495 ) 68,224 131,094 $ — $ (9,655 ) $ 4,449 $ (9,495 ) (B) EQUITY METHOD INVESTMENTS Investments in Associated Companies: September 30, 2015 December 31, 2014 At Cost: Ownership CoSine 80.6 % 48.3 % — 5,521 $ — $ (70 ) $ (602 ) $ (276 ) Other (5) 4,263 5,705 (2,496 ) (384 ) (2,782 ) (2,482 ) At Fair Value: ModusLink Global Solutions, Inc. ("MLNK") (1) 31.5 % 27.7 % 45,942 54,086 (8,389 ) (2,609 ) (12,442 ) (25,069 ) SL Industries, Inc. ("SLI") (1) 25.1 % 24.0 % 33,824 38,799 (4,586 ) 19,220 (4,974 ) 21,608 JPS Industries, Inc. ("JPS") (1) 100.0 % 38.7 % — 38,406 402 1,006 5,831 4,022 API Technologies Corp. ("API Tech") (1) 20.6 % 20.6 % 24,812 24,355 (3,888 ) (4,459 ) 457 (920 ) Aviat Networks, Inc. ("Aviat") (1) 12.9 % — % 8,365 — (1,769 ) — (2,493 ) — Other (2) 43.8 % 43.8 % 1,931 2,163 (340 ) (49 ) (232 ) (211 ) 119,137 169,035 $ (21,066 ) $ 12,655 $ (17,237 ) $ (3,328 ) Other Investments at Fair Value - Related Party: SPII Liquidating Trust - Series D ( Fox & Hound) (2) — — $ — $ — $ — $ (3 ) SPII Liquidating Trust - Series G (SPCA) (2), (3) — 6,811 — 1,306 447 1,762 SPII Liquidating Trust - Series H (SPJSF) (2), (4) — 2,812 — (693 ) (86 ) 327 — 9,623 $ — $ 613 $ 361 $ 2,086 (C) OTHER INVESTMENTS ModusLink Warrants (2) 902 2,199 $ (734 ) $ (333 ) $ (1,297 ) $ (3,731 ) Total Long-Term Investments $ 188,263 $ 311,951 (1) Level 1 investment. Equity securities totaling $68,224 and $112,721 were classified as Level 1 investments as of September 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 45.7% , 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 nine months ended September 30, 2015 and 2014 : Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (A) AVAILABLE-FOR-SALE SECURITIES Fair Value Changes Recorded in Accumulated Other Comprehensive (Loss) Income: Proceeds from sales $ 380 $ 1,926 $ 380 $ 2,394 Gross gains from sales $ — $ 67 $ 25,431 $ 98 Gross losses from sales (56 ) (16 ) (56 ) (16 ) Net investment gain $ (56 ) $ 51 $ 25,375 $ 82 Change in net unrealized holding (losses) gains included in Accumulated other comprehensive (loss) income $ (18,561 ) $ (7,197 ) $ (8,910 ) $ (957 ) Reclassified out of Accumulated other comprehensive (loss) income : Unrealized gains $ — $ 175 $ 29,663 $ 261 Unrealized losses (50 ) — (50 ) — Total $ (50 ) $ 175 $ 29,613 $ 261 (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 ("AOCI") 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 nine 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 nine months ended September 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: September 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 $ 55,974 $ — $ 67,649 $ 11,675 $ 64,837 $ — $ 76,512 Restaurants — — — — 5,974 29,663 — 35,637 Other 575 — — 575 575 — (3 ) 572 $ 12,250 $ 55,974 $ — $ 68,224 $ 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 (Loss) Income 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. Steel Excel fully impaired its investment in the sports business in the third quarter of 2015, which resulted in a $2,500 impairment charge. Based on the closing market price of iGo's publicly-traded shares, the value of the investment in iGo was approximately $4,100 and $3,400 at September 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. During the third quarter of 2015, the Company exchanged its shares of JPS common stock for shares of common stock of HNH. HNH also acquired all of the remaining shares of JPS through a tender offer, resulting in JPS becoming a wholly owned subsidiary of HNH (see Note 2 - "Acquisitions" 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 AOCI. • 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 8,042,892 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 AOCI. • 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. September 30, 2015 December 31, 2014 Summary of balance sheet amounts: Current assets $ 493,200 $ 556,571 Noncurrent assets 71,861 160,202 Total assets $ 565,061 $ 716,773 Current liabilities $ 249,784 $ 257,559 Noncurrent liabilities 96,734 113,217 Total liabilities 346,518 370,776 Parent equity 218,543 345,997 Total liabilities and equity $ 565,061 $ 716,773 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Summary income statement amounts: Revenue $ 170,404 $ 264,980 $ 589,276 $ 818,094 Gross profit 26,834 41,672 90,361 129,461 Loss from continuing operations (1,279 ) (1,468 ) (7,535 ) (4,672 ) Net (loss) income after noncontrolling interests (1,422 ) (1,595 ) (2,735 ) 3,575 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”) which have all been liquidated as of September 30, 2015 . These investments were accounted for under the equity method. In February 2015, the SPII Liquidating Trust comprising Trust H was fully liquidated and, as a result, the Company received its proportional interest of the cash and investments in Trust H totaling approximately $2,730 . Also, in June 2015, the SPII Liquidating Trust comprising Trust G was fully liquidated and, as a result, the Company received its proportional interest of the cash and investments in Trust G totaling approximately $6,913 . During the nine months ended September 30, 2014 the Company had previously received approximately $500 and $1,000 in cash distributions from Trusts D and H, respectively. There were no gains or losses recorded on any of the liquidations. Prior to their liquidation, 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 were 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 at December 31, 2014 were 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: September 30, 2015 December 31, 2014 Summary of balance sheet amounts: Total assets $ 937 $ 21,966 Total liabilities (937 ) — Net Asset Value $ — $ 21,966 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Summary income statement amounts: Net increase in net assets from operations $ — $ 1,528 $ 826 $ 4,782 (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 (Loss) Income 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 51.9% 2) term of 2.4 years 3) risk free interest rate of 1.370% based on the U.S. Treasury bill yield, and 4) an expected dividend of $0 . LIMITED PARTNERSHIP INVESTMENT AND PROMISSORY NOTE At December 31, 2014 Steel Excel had other investments which included a $25,000 cost-method investment in a limited partnership that co-invested with other private investment funds in a public company. The limited partnership was liquidated in August 2015, with Steel Excel receiving its proportionate share of the common stock of the public company investee. Upon liquidation, Steel Excel recognized a gain on the non-monetary exchange of $9,300 based on the fair value of the shares received of $34,300 . The shares of common stock of the public company investee received are reported with the Company's marketable securities and are classified as "available-for-sale" securities at September 30, 2015 . At December 31, 2014, this investment had an approximate fair value of $28,600 , which was based on the net asset value included in the monthly statement it received from the partnership and was included in Other non-current assets in the Company's Consolidated Balance Sheet. Steel Excel's other investments at September 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 September 30, 2015 . These investments are included in Other non-current assets in the Company's Consolidated Balance Sheets. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 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 September 30, 2015 and December 31, 2014 are summarized by type of inputs applicable to the fair value measurements as follows: September 30, 2015 Level 1 Level 2 Level 3 Total Assets: Marketable securities (a) $ 78,585 $ 8,709 $ 32,029 $ 119,323 Long-term investments (a) 181,167 — 2,833 184,000 Investments in certain funds — — 489 489 Precious metal and commodity inventories recorded at fair value 12,642 — — 12,642 Commodity contracts on precious metal and commodity inventories — 60 — 60 Foreign currency forward exchange contracts — 966 — 966 Total $ 272,394 $ 9,735 $ 35,351 $ 317,480 Liabilities: Financial instruments $ 20,171 $ — $ — $ 20,171 Interest rate swap agreement — 72 — 72 Foreign currency forward exchange contracts — 88 — 88 Total $ 20,171 $ 160 $ — $ 20,331 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." There were no transfers of securities among the various measurement input levels during the nine months ended September 30, 2015. 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, and foreign currency forward exchange contracts. 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. 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: Long - Term Investments Investments in Associated Companies (a) Other Investments - Related Party (b) ModusLink Warrants (c) Marketable Securities and Other (d), (e) Total Assets Balance at June 30, 2014 $ 2,080 $ 10,205 $ 2,434 $ 32,346 $ 47,065 Purchases — — — 2,756 2,756 Sales — — — (137 ) (137 ) Realized loss on sale — — Unrealized gains — 1,307 — 1,184 2,491 Unrealized losses (49 ) (694 ) (333 ) — (1,076 ) Balance at September 30, 2014 $ 2,031 $ 10,818 $ 2,101 $ 36,149 $ 51,099 Balance at June 30, 2015 $ 2,271 $ — $ 1,636 $ 35,484 $ 39,391 Purchases — — — — — Sales — — — (1,229 ) (1,229 ) Realized gain on sale — — — — — Unrealized gains — — — — — Unrealized losses (340 ) — (734 ) (1,737 ) (2,811 ) Balance at September 30, 2015 $ 1,931 $ — $ 902 $ 32,518 $ 35,351 Long - Term Investments Investments in Associated Companies (a) Other Investments - Related Party (b) ModusLink Warrants (c) Marketable Securities and Other (d), (e) Total Assets Balance at December 31, 2013 $ 2,243 $ 10,228 $ 5,832 $ 24,209 $ 42,512 Purchases — — — 13,294 13,294 Sales — (1,496 ) — (4,869 ) (6,365 ) Realized loss on sale — — — (129 ) (129 ) Unrealized gains — 2,884 — 3,644 6,528 Unrealized losses (212 ) (798 ) (3,731 ) — (4,741 ) Balance at September 30, 2014 $ 2,031 $ 10,818 $ 2,101 $ 36,149 $ 51,099 Balance at December 31, 2014 $ 2,163 $ 9,623 $ 2,199 $ 34,421 $ 48,406 Purchases — — — 5,108 5,108 Sales — (9,985 ) — (1,751 ) (11,736 ) Realized gain on sale — — — — — Unrealized gains — 484 — — 484 Unrealized losses (232 ) (122 ) (1,297 ) (5,260 ) (6,911 ) Balance at September 30, 2015 $ 1,931 $ — $ 902 $ 32,518 $ 35,351 (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 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. (e) Unrealized gains and losses on marketable are recorded in AOCI. Long-Term Investments - Valuation Techniques The Company primarily uses three 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 estimated the value of Other investments - related party at December 31, 2014, which represented 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 September 30, 2015 and December 31, 2014 , WebBank has impaired loans of $1,612 , none of which 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 | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | FINANCIAL INSTRUMENTS At September 30, 2015 and December 31, 2014 financial instrument liabilities and related restricted cash consists of $20,171 and $21,311 , respectively, of short sales of corporate securities. Activity is summarized below for financial instrument liabilities and related restricted cash: September 30, 2015 2014 Balance, beginning of period $ 21,311 $ 25,090 Settlement of short sales of corporate securities (450 ) — Short sales of corporate securities 373 19,512 Net investment (gains) losses (1,063 ) 188 Receipt of dividends, net of interest expense — (67 ) Balance of financial instrument liabilities and related restricted cash, end of period $ 20,171 $ 44,723 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 (losses) gains. 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 mitigate 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 September 30, 2015 , HNH had the following outstanding forward contracts with settlement dates through December 2015. There were no futures contracts outstanding as of September 30, 2015 . Commodity Amount Notional Value Silver 740,000 ounces $ 11,200 Gold 900 ounces $ 1,000 Copper 300,000 pounds $ 700 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 Company's 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 Company's 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 in 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 September 30, 2015 there were contracts in place to buy Sterling and sell Euros in the amount of €2,200 and a contract to buy USD and sell Sterling in the amount of $2,000 . 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 September 30, 2015 there were contracts in place to hedge the value of future sales denominated in Euros in the amount of €11,880 and the value of future purchases denominated in USD in the amount of $1,800 . These hedges are fully effective and accordingly, the changes in fair value are recorded in AOCI and, at maturity, any 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 Company's 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 September 30, 2015 December 31, 2014 Commodity contracts (a), (b) Prepaid expenses and other current assets $ 37 $ 667 Commodity contracts (c) Prepaid expenses and other current assets $ 23 $ 97 Interest rate swap agreements Other current liabilities $ (72 ) $ (138 ) Foreign exchange forward contracts (a), (d) Accrued liabilities $ 905 $ — Foreign exchange forward contracts (a), (b) Trade and other receivables/Prepaid and other current assets $ 61 $ — Foreign exchange forward contracts (a), (b) Accrued liabilities $ (88 ) $ — (a) Designated as hedging instruments as of September 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Derivative Statement of Operations Location Gain (loss) Gain Gain (loss) Gain (loss) Commodity contracts (a), (b) Cost of goods sold $ 585 $ 2,337 $ 564 $ 1,428 Commodity contracts (c) Cost of goods sold (69 ) 52 209 25 Commodity contracts (c) Realized and unrealized gain on derivatives 168 1,320 273 854 Interest rate swap agreements Interest expense, net (16 ) 9 (79 ) (116 ) Foreign exchange forward contracts (a), (d) Revenue/Cost of goods sold 771 — 1,381 — Foreign exchange forward contracts (a), (b) Other income, net (94 ) — 17 — Total derivatives $ 1,345 $ 3,718 $ 2,365 $ 2,191 (a) Designated as hedging instruments as of September 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 September 30, 2015 and December 31, 2014 , WebBank’s undisbursed loan commitments totaled $127,880 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 September 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 | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Trade, Other and Loans Receivable | TRADE, OTHER AND LOANS RECEIVABLE Trade and Other Receivables, Net September 30, December 31, Trade accounts receivable net of allowance for $ 137,259 $ 85,553 Other receivables 2,090 1,887 Total $ 139,349 $ 87,440 Loans Receivable Major classification of WebBank’s loans receivable at September 30, 2015 and December 31, 2014 are as follows: Total Current Non-current September 30, 2015 % December 31, 2014 % September 30, 2015 December 31, 2014 September 30, 2015 December 31, 2014 Loans held for sale $ 93,134 $ 40,886 $ 93,134 $ 40,886 $ — $ — Real estate loans: Commercial – owner occupied $ 1,563 2 % $ 1,650 2 % 97 96 $ 1,466 1,554 Commercial – other 281 — % 264 — % — — 281 264 Total real estate loans 1,844 3 % 1,914 2 % 97 96 1,747 1,818 Commercial and industrial 65,907 97 % 75,706 98 % 2,147 1,142 63,760 74,564 Total loans 67,751 100 % 77,620 100 % 2,244 1,238 65,507 76,382 Less: Deferred fees and discounts (17 ) (20 ) (17 ) (20 ) — — Allowance for loan losses (620 ) (557 ) (620 ) (557 ) — — Total loans receivable, net $ 67,114 $ 77,043 1,607 661 65,507 76,382 Loans receivable, including loans held for sale (a) $ 94,741 $ 41,547 $ 65,507 $ 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 $160,440 and $117,346 at September 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 June 30, 2014 $ 34 $ 30 $ 298 $ 362 Charge-offs — — — — Recoveries 2 11 27 40 Provision 30 (27 ) 99 102 September 30, 2014 $ 66 $ 14 $ 424 $ 504 June 30, 2015 47 10 567 624 Charge-offs — — — — Recoveries 21 11 33 65 Provision (22 ) (12 ) (35 ) (69 ) September 30, 2015 $ 46 $ 9 $ 565 $ 620 Real Estate Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total December 31, 2013 $ 77 $ 28 $ 319 $ 424 Charge-offs — — (3 ) (3 ) Recoveries 65 29 41 135 Provision (76 ) (43 ) 67 (52 ) September 30, 2014 $ 66 $ 14 $ 424 $ 504 December 31, 2014 $ 64 $ 12 $ 481 $ 557 Charge-offs — — — — Recoveries 24 33 45 102 Provision (42 ) (36 ) 39 (39 ) September 30, 2015 $ 46 $ 9 $ 565 $ 620 The ALLL and outstanding loan balances according to the Company’s impairment method are summarized as follows: Real Estate September 30, 2015 Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total Allowance for loan losses: Individually evaluated for impairment $ — $ — $ 79 $ 79 Collectively evaluated for impairment 46 9 486 541 Total $ 46 $ 9 $ 565 $ 620 Outstanding Loan balances: Individually evaluated for impairment $ 366 $ — $ 1,246 $ 1,612 Collectively evaluated for impairment 1,197 281 64,661 66,139 Total $ 1,563 $ 281 $ 65,907 $ 67,751 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 $0 and $52 at September 30, 2015 and December 31, 2014 , respectively. Nonaccrual loans are summarized as follows: September 30, December 31, Real Estate Loans: Commercial - Owner Occupied $ 348 $ 374 Total Real Estate Loans 348 374 Commercial and Industrial 2 16 Total Loans $ 350 $ 390 Past due loans (accruing and nonaccruing) are summarized as follows: September 30, 2015 Current 30-89 days 90+ days Total Total Recorded Nonaccrual Real Estate Loans: Commercial - Owner Occupied $ 1,197 $ 18 $ 348 $ 366 $ 1,563 $ — $ — Commercial - Other 281 — — — 281 — — Total Real Estate Loans 1,478 18 348 366 1,844 — — Commercial and Industrial 65,856 49 2 51 65,907 — — Total Loans $ 67,334 $ 67 $ 350 $ 417 $ 67,751 $ — $ — (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: September 30, 2015 Pass Special Sub- Doubtful Total loans Real Estate Loans: Commercial - Owner Occupied $ 1,197 $ — $ 366 $ — $ 1,563 Commercial - Other 281 — — — 281 Total Real Estate Loans 1,478 — 366 — 1,844 Commercial and Industrial 64,661 — 1,246 — 65,907 Total Loans $ 66,139 $ — $ 1,612 $ — $ 67,751 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 $24 and $2 on impaired loans for the three months ended September 30, 2015 and 2014 , respectively, and $65 and $32 for the nine months ended September 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 September 30, 2015 Unpaid principle with no with Total recorded Related Average recorded Real Estate Loans: Commercial - Owner Occupied $ 381 $ 348 $ 18 $ 366 $ 1 $ 373 Total Real Estate Loans 381 348 18 366 1 373 Commercial and Industrial 1,322 13 1,233 1,246 79 344 Total Loans $ 1,703 $ 361 $ 1,251 $ 1,612 $ 80 $ 717 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 | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories, net | INVENTORIES, NET A summary of Inventories, net is as follows: September 30, December 31, Finished products $ 41,501 $ 24,424 In-process 23,006 10,310 Raw materials 31,342 12,346 Fine and fabricated precious metal in various stages of completion 16,743 17,094 112,592 64,174 LIFO reserve (91 ) (90 ) Total $ 112,501 $ 64,084 Inventories, net at September 30, 2015 include $27,500 from HNH's acquisition of JPS discussed in Note 2 - "Acquisitions." 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 September 30, 2015 , H&H’s customer metal consis ted of 160,520 ounces of silver, 531 ounces of gold, and 1,462 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. September 30, December 31, Supplemental inventory information: Precious metals stated at LIFO cost $ 4,769 $ 4,839 Precious metals stated under non-LIFO cost methods, primarily at fair value 11,882 12,165 Market value per ounce: Silver 15.13 15.75 Gold 1,146.65 1,199.25 Palladium 672.00 798.00 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 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: September 30, December 31, Land $ 22,243 $ 9,523 Buildings and improvements 61,753 53,742 Machinery, equipment and other 265,864 194,356 Construction in progress 12,226 4,738 362,086 262,359 Accumulated depreciation and amortization (99,664 ) (78,045 ) Net property, plant and equipment $ 262,422 $ 184,314 Depreciation expense was $9,429 and $5,981 for the three months ended September 30, 2015 and 2014 , respectively, and $22,607 and $18,263 for the nine months ended September 30, 2015 and 2014 , respectively. |
Goodwill and Other Intangibles,
Goodwill and Other Intangibles, Net | 9 Months Ended |
Sep. 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: September 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) 85,204 — — 85,204 Impairment — — — — Currency translation adjustment — — — — Other adjustments (225 ) — — (225 ) Balance at end of period Gross Goodwill 111,278 64,790 81 176,149 Accumulated impairments — (45,219 ) — (45,219 ) Net Goodwill $ 111,278 $ 19,571 $ 81 $ 130,930 (a) Goodwill from acquisitions relates to HNH's acquisitions of ITW and JPS, as well as 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 projections in the second quarter of 2015 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: September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 136,203 $ 38,094 $ 98,109 $ 113,952 $ 29,726 $ 84,226 Trademarks 38,395 7,657 30,738 28,803 5,856 22,947 Patents and technology 16,941 7,058 9,883 16,773 6,023 10,750 Other 8,596 2,375 6,221 2,426 1,799 627 $ 200,135 $ 55,184 $ 144,951 $ 161,954 $ 43,404 $ 118,550 Trademarks with indefinite lives as of September 30, 2015 and December 31, 2014 were $8,020 . Amortization expense related to intangible assets was $4,512 and $3,426 for the three months ended September 30, 2015 and 2014 , respectively, and $11,864 and $10,303 for the nine months ended September 30, 2015 and 2014 , respectively. The increase in Other intangible assets, net and related amortization expense during 2015 was principally due to HNH's ITW and JPS acquisitions, as well as CoSine's acquisition of API (see Note 2 - "Acquisitions"). Future amortization expense of the intangible assets acquired in these acquisitions is expected to total $401 for the remainder of 2015, $1,502 , $1,402 , $1,402 , $1,302 and $7,806 in 2016, 2017, 2018, 2019, and thereafter, respectively. |
Bank Deposits
Bank Deposits | 9 Months Ended |
Sep. 30, 2015 | |
Banking and Thrift [Abstract] | |
Bank Deposits | BANK DEPOSITS A summary of WebBank deposits is as follows: Time deposits year of maturity: September 30, December 31, 2015 $ 11,690 $ 27,001 2016 64,829 50,386 2017 38,693 26,671 2018 27,946 — Total time deposits 143,158 104,058 Money market deposits 70,960 60,802 Total deposits (a) $ 214,118 $ 164,860 Current $ 133,205 $ 87,804 Long-term 80,913 77,056 Total deposits $ 214,118 $ 164,860 Time deposit accounts under $100 $ 115,533 $ 86,274 Time deposit accounts $100 and over 27,625 17,784 Total time deposits $ 143,158 $ 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 $214,798 and $165,381 at September 30, 2015 and December 31, 2014 , respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 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 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 (Loss) 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 $2,148 and $2,134 for the three months ended September 30, 2015 and 2014 , respectively, and $6,188 and $6,703 for the nine months ended September 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 September 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 $448 and $792 for the three months ended September 30, 2015 and 2014 , respectively, and $1,903 and $2,137 for the nine months ended September 30, 2015 and 2014 , respectively. Unpaid amounts for reimbursable expenses were approximately $529 and $1,504 at September 30, 2015 and December 31, 2014 , respectively, and are included in Payable to related parties in the Company's Consolidated Balance Sheets. In 2015, SPLP issued units 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 (see Note 15 - "Capital and Accumulated Other Comprehensive (Loss) 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 Corporation, 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 an 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 has been fully liquidated during 2015 (see Note 4 - "Investments" for additional information). 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 $75 and $81 for the three months ended September 30, 2015 and 2014 , respectively and $169 and $311 for the nine months ended September 30, 2015 and 2014 , respectively. Such commissions are included in Net investment (losses) gains 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 $241 and $241 for the three months ended September 30, 2015 and 2014 , respectively, and $720 and $687 for the nine months ended September 30, 2015 and 2014 , respectively. Unpaid non-management directors’ fees are included in Payable to related parties in the Company's Consolidated Balance Sheets and were $0 and $46 at September 30, 2015 and December 31, 2014 , respectively. At September 30, 2015 and December 31, 2014 , several related parties and consolidated subsidiaries had deposits totaling $6,647 and $14,875 , respectively, in WebBank. $4,592 and $12,391 of these deposits have been eliminated in consolidation as of September 30, 2015 and December 31, 2014 , respectively. These deposits held at WebBank earned $13 and $28 in interest for the three months ended September 30, 2015 and 2014 , respectively, and $50 and $81 for the nine months ended September 30, 2015 and 2014 , respectively. The amount of this interest that has been eliminated in consolidation was $8 and $25 for the three months ended September 30, 2015 and 2014 , respectively, and $41 and $70 for the nine months ended September 30, 2015 and 2014 , respectively. SPLP has an estimated liability of $116 as of September 30, 2015 and December 31, 2014 included in other current liabilities which, pursuant to an 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 | 9 Months Ended |
Sep. 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: September 30, December 31, Short term debt: CoSine - Foreign $ 834 $ — HNH - Foreign 606 602 Short-term debt 1,440 602 Long-term debt: Steel Excel Term Loan 69,375 79,285 HNH Revolving Facilities 121,166 193,375 SPLP Revolving Facility 66,126 33,788 CoSine Term Loans 2,775 — CoSine Revolving Facilities 23,047 — Other debt - domestic 7,750 8,014 Foreign loan facilities 1,322 1,412 Subtotal 291,561 315,874 Less portion due within one year 14,847 19,592 Long-term debt 276,714 296,282 Total debt $ 293,001 $ 316,476 Capital lease facility Current portion of capital lease $ 85 $ 486 Long-term portion of capital lease 147 288 $ 232 $ 774 SPLP Revolving Credit Facility On September 28, 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 $105,000 , and increases the applicable margin from 1.50% to 1.625% . Amounts outstanding under the Amended Credit Facility bear interest at SPLP's option at either the Base Rate, as defined, plus 0.625% or LIBOR plus the applicable margin under the loan agreement of 1.625% , and are collateralized by first priority security interests of certain of the Company's deposit accounts and publicly traded securities. The pledged collateral of approximately $420,000 includes SPLP's investments in publicly traded securities, including investments in majority-owned, consolidated subsidiaries. The average interest rate on the Amended Credit Facility was 1.98% as of September 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 September 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 (Loss) 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 September 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 1.99% at September 30, 2015 . H&H Group's availability under the Senior Credit Facility was $161,700 as of September 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 2 - "Acquisitions." 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 $505,000 at September 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 September 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. Other HNH Debt On October 5, 2015, a subsidiary of H&H refinanced an outstanding mortgage note, which had an original maturity in October 2015. Under the terms of the revised agreement, the subsidiary paid down $700 of the original outstanding principal balance. The remaining outstanding principal balance of $5,400 was refinanced and will be repaid in equal monthly installments totaling $400 per year over the next five years, with a final principal payment of $3,600 due at maturity of the loan in October 2020. 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, Ltd. ("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 September 30, 2015 of the assets pledged as collateral by Steel Energy and its subsidiaries under the Amended Credit Agreement was approximately $176,395 . 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 September 30, 2015 , $69,400 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 $3,304 , $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 September 30, 2015 . For the three months ended September 30, 2015 and 2014 Steel Excel incurred interest expense of $600 and $800 , respectively, and incurred interest expense of $1,800 and $2,400 for the nine months ended September 30, 2015 and 2014, respectively. Steel Excel was in compliance with all financial covenants of the Amended Credit Agreement as of September 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 $20,528 ) with HSBC Bank plc ("HSBC") that expires on December 31, 2017. At September 30, 2015 , approximately $20,528 was outstanding under the facility. The interest rate on the borrowings under the UK facility was 2.6% at September 30, 2015 . These borrowings are secured by certain UK assets which totaled approximately $55,700 at September 30, 2015 and include certain debt covenants including leverage and interest cover. API was in compliance with all covenants at September 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 September 30, 2015 . At September 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 which totaled approximately $19,200 at September 30, 2015 . API received a temporary waiver after failing to meet one of the debt covenants under this facility as of September 30, 2015. The facility was amended in October 2015 to modify and add certain covenants and provisions that will be in place until June 30, 2016. In addition API has an equipment loan with Wells Fargo Bank for approximately $1,333 with an interest rate of 4.3% at September 30, 2015 . This loan is secured over the related equipment. |
Pension Benefit Plans
Pension Benefit Plans | 9 Months Ended |
Sep. 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, JPS's pension plan, which was assumed in HNH's acquisition of JPS, and the pension plan of CoSine's subsidiary API: Pension Benefits Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Service cost $ 9 $ — $ 9 $ — Interest cost 6,404 4,893 16,828 15,389 Expected return on plan assets (7,520 ) (6,017 ) (19,550 ) (18,117 ) Administrative costs / investment management fees 315 — 504 — Amortization of actuarial loss 1,482 253 4,672 1,407 Total $ 690 $ (871 ) $ 2,463 $ (1,321 ) HNH's wholly owned subsidiary, JPS, sponsors a defined-benefit pension plan ("JPS Pension Plan") under which substantially all of JPS's employees who were employed prior to April 1, 2005 have benefits. The defined benefit pension plan was frozen effective December 31, 2005. Employees no longer earned additional benefits after that date. Benefits earned prior to December 31, 2005 will be paid out to eligible participants following retirement. The defined benefit pension plan was "unfrozen" for employees who were active employees on or after June 1, 2012. This new benefit, calculated based on years of service and a capped average salary, will be added to the amount of any pre-2005 benefit. Assets of the JPS Pension Plan are invested in a bond portfolio covering specific liabilities and in common and preferred stocks, government and corporate bonds, and various short-term investments. The net unfunded pension liability of the JPS Pension Plan was $31,300 as of September 30, 2015 , and is included in Accrued pension liability in the Company's Consolidated Balance Sheet. The components of net periodic pension expense (benefit) of the JPS Pension Plan since the date of acquisition are included in the table above and are based on a preliminary actuarial report completed as of the July 2, 2015 acquisition date, which indicated a projected benefit obligation of $119,500 , as compared to plan assets of $87,300 . HNH expects a net pension benefit of $500 from the JPS Pension Plan from the acquisition date to December 31, 2015. Significant assumptions used in the valuation included the discount rate ( 4.10% ) and the expected return on plan assets ( 7.00% ). The discount rate is the rate at which the plan's obligations could be effectively settled and is based on high quality bond yields as of the measurement date. In determining the expected long-term rate of return on plan assets, HNH evaluated input from various investment professionals. In addition, HNH considered its historical compound returns, as well as its forward-looking expectations. The actuarial loss reflected in the table above occurred principally because the historical investment returns on the assets of the WHX Pension Plan have been lower than the actuarial assumptions. The actuarial losses are being amortized over the average future lifetime of the participants, which is expected to be approximately 20 years. HNH believes that use of the future lifetime of the participants is appropriate because the WHX Pension Plan is completely inactive. HNH expects to have required minimum contributions to the WHX Pension Plan of $3,000 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. For the JPS Pension Plan, HNH expects to have no required minimum contributions for the remainder of 2015 or in 2016, and $5,600 , $5,200 and $3,700 in 2017, 2018, and 2019, respectively. In addition, CoSine's subsidiary, API expects to have required minimum contributions to its UK Pension Plan of approximately $1,064 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 $400 for the three months ended September 30, 2015 and 2014 , respectively, and $1,400 and $1,300 for the nine months ended September 30, 2015 and 2014 , respectively. |
Capital and Accumulated Other C
Capital and Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Capital and Accumulated Other Comprehensive (Loss) Income | CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME As of September 30, 2015 the Company has two classes of common units which include 27,116,615 Class A units and 130,264 Class B units. The Class B units were issued in the first quarter of 2015 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 . 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 $635 as of September 30, 2015 . Total expense for the restricted units issued was approximately $125 and $125 for the three months ended September 30, 2015 and 2014 , respectively and $323 and $323 for the nine months ended September 30, 2015 and 2014 , respectively. Accumulated Other Comprehensive (Loss) Income Changes, net of tax, in Accumulated other comprehensive (loss) income are as follows: Nine Months Ended September 30, 2015 Unrealized gain on available-for-sale securities Unrealized loss 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 (loss) income, net of tax - before reclassifications (a) (8,249 ) (794 ) (1,572 ) 1,076 (9,539 ) Reclassification adjustments, net of tax (b) (23,068 ) — — — (23,068 ) Net other comprehensive (loss) income attributable to common unit holders (c) (31,317 ) (794 ) (1,572 ) 1,076 (32,607 ) Balance at end of period $ 51,820 $ (794 ) $ (6,263 ) $ (74,565 ) $ (29,802 ) (a) Net of a tax benefit of approximately $2,656 . (b) Net of a tax provision of approximately $3,694 . (c) Amounts do not include net unrealized gains on available-for-sale securities of $5,376 , unrealized losses on derivative financial instruments of $192 , cumulative translation adjustment losses of $593 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 September 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 ("SG&A") in the Company's Consolidated Statements of Operations. The reduction to SG&A expenses related to the incentive units was approximately $1,040 in the three months ended September 30, 2015 and there was no incentive unit expense recorded in the three months ended September 30, 2014 . There was no incentive unit expense recorded in the nine months ended September 30, 2015 and 2014 . Subsidiary Purchases of the Company's Common Units During the nine months ended September 30, 2015 , two subsidiaries of the Company purchased a total of 488,544 , of the Company's common units at a total cost of $8,537 . The purchases of these units are reflected as treasury unit purchases in the Company's consolidated financial statements. |
Net (Loss) Income Per Common Un
Net (Loss) Income Per Common Unit | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Common Unit | NET (LOSS) INCOME PER COMMON UNIT The following data was used in computing net (loss) income per common unit shown in the Company's Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net (loss) income from continuing operations $ (14,792 ) $ 18,545 $ 13,169 $ 21,761 Net loss (income) from continuing operations attributable to noncontrolling interests in consolidated entities 4,404 (5,820 ) 9,508 (15,575 ) Net (loss) income from continuing operations attributable to common unit holders (10,388 ) 12,725 22,677 6,186 Income from discontinued operations 195 2,245 87,018 8,680 Net income from discontinued operations attributable to noncontrolling interests in consolidated entities (1,950 ) (943 ) (32,828 ) (3,750 ) Net (loss) income from discontinued operations attributable to common unit holders (1,755 ) 1,302 54,190 4,930 Net (loss) income attributable to common unitholders $ (12,143 ) $ 14,027 $ 76,867 $ 11,116 Net (loss) income per common unit - basic: Net (loss) income from continuing operations $ (0.38 ) $ 0.46 $ 0.82 $ 0.21 Net (loss) income from discontinued operations (0.06 ) 0.04 1.97 0.17 Net (loss) income attributable to common unitholders $ (0.44 ) $ 0.50 $ 2.79 $ 0.38 Net (loss) income per common unit – diluted: Net (loss) income from continuing operations $ (0.38 ) $ 0.46 $ 0.82 $ 0.21 Net (loss) income from discontinued operations (0.06 ) 0.04 1.96 0.17 Net (loss) income attributable to common unitholders $ (0.44 ) $ 0.50 $ 2.78 $ 0.38 Weighted average common units outstanding - basic 27,226,589 27,783,417 27,506,890 29,097,773 Incentive units — — 149,502 10,688 Unvested restricted units — 25,454 23,082 32,593 Denominator for net income per common unit - diluted (a) 27,226,589 27,808,871 27,679,474 29,141,054 (a) For three months ended September 30, 2015 the diluted per unit calculation was based on the basic weighted average units only since the impact of 14,791 unvested restricted stock units would have been anti-dilutive. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 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) Modus Link Global Solutions, Inc. (2) Other Investments (3) (1) Consolidated subsidiary (2) Equity method investment (3) Other investments classified in Corporate and Other includes an investment in available-for-sale securities in the Aerospace/Defense industry. 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, building materials, performance materials and cutting replacement products and services businesses. The performance materials operation is currently comprised solely of the operations of JPS, which was acquired on July 2, 2015 as discussed in Note 2 -"Acquisitions." The Diversified Industrial segment also includes 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. Also see Note 4 - "Investments" for additional information on the equity method investment 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 $2,689 , $2,038 , and $563 , for the three months ended September 30, 2015 and approximately $2,200 , $2,000 and $63 , for the three months ended September 30, 2014 . SPH Services charged the Diversified Industrial, Energy and Financial Services segments approximately $7,443 , $6,113 , and $1,688 , for the nine months ended September 30, 2015 and approximately $6,600 , $6,000 and $188 , for the nine months ended September 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue: Diversified industrial $ 224,635 $ 164,524 $ 555,888 $ 468,557 Energy 33,480 58,583 107,975 155,666 Financial services 18,226 9,309 45,886 24,298 Corporate and other 49 2,107 32,876 1,862 Total $ 276,390 $ 234,523 $ 742,625 $ 650,383 Income (Loss) from continuing operations before income taxes: Diversified industrial $ 10,424 $ 37,292 $ 35,846 $ 62,281 Energy (11,171 ) 1,497 (34,184 ) 14,073 Financial services 12,716 6,016 30,539 15,266 Corporate and other (13,636 ) (16,053 ) 5,673 (50,741 ) (Loss) Income from continuing operations before income taxes (1,667 ) 28,752 37,874 40,879 Income tax provision 13,125 10,207 24,705 19,118 Net (loss) income from continuing operations $ (14,792 ) $ 18,545 $ 13,169 $ 21,761 Income (loss) from equity method investments: Diversified industrial $ (4,184 ) $ 20,226 $ 857 $ 25,630 Energy (8,153 ) (4,843 ) (4,818 ) (3,402 ) Corporate and other (8,729 ) (2,115 ) (12,915 ) (23,470 ) Total $ (21,066 ) $ 13,268 $ (16,876 ) $ (1,242 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company recorded a tax provision of $13,125 and $10,207 for the three months ended September 30, 2015 and 2014 , respectively, and $24,705 and $19,118 for the nine months ended September 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 nine months ended September 30, 2015 to correct the error. |
Regulatory Matters
Regulatory Matters | 9 Months Ended |
Sep. 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 September 30, 2015 Amount Ratio Amount Ratio Amount Ratio Total Capital (to risk-weighted assets) $ 54,357 22.44 % $ 19,377 8.00 % $ 24,222 10.00 % Tier 1 Capital (to risk-weighted assets) $ 53,549 22.11 % $ 14,533 6.00 % $ 19,377 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 53,549 22.11 % $ 10,900 4.50 % $ 15,744 6.50 % Tier 1 Capital (to average assets) $ 53,549 20.48 % $ 10,460 4.00 % $ 13,074 5.00 % As of December 31, 2014 Total Capital (to risk-weighted assets) $ 42,861 24.99 % $ 13,720 8.00 % $ 17,150 10.00 % Tier 1 Capital (to risk-weighted assets) $ 42,116 24.56 % $ 6,860 4.00 % $ 10,290 6.00 % Tier 1 Capital (to average assets) $ 42,116 19.53 % $ 8,627 4.00 % $ 10,784 5.00 % 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 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 | 9 Months Ended |
Sep. 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 September 30, 2015 and December 31, 2014 , on a consolidated basis, the Company has accrued $3,222 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 $1,800 accrued related to estimated environmental remediation costs as of September 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 nine months ended September 30, 2015 , HNH recorded insurance reimbursements totaling $2,800 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 September 30, 2015 , over and above the $1,000 , total investigation and remediation costs of approximately $4,800 and $1,600 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 fourth quarter of 2015. The cost of this additional work is estimated at $100 . 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. BNS LLC has joined a group of other alleged PRPs, which have incurred and will continue to incur costs associated with the investigation. The liability accrual is part of the BNS Liquidating Trust. 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 1,346 and 1,326 alleged asbestos-related toxic-tort claims as of September 30, 2015 and December 31, 2014 , respectively. The claims were filed over a period beginning 1994 through September 30, 2015 . In many cases these claims involved more than 100 defendants. Of the claims filed, 1,190 and 1,108 were dismissed, settled or granted summary judgment and closed as of September 30, 2015 and December 31, 2014 , respectively. Of the claims settled, the average settlement was less than $3 . There remained 156 and 218 pending asbestos claims as of September 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 September 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 September 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 | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On October 28, 2015 DGT shareholders approved an amendment to DGT's Certificate of Incorporation in order to complete a 1 -for- 100,000 reverse stock split of DGT's common stock. After the reverse stock split, DGT became a wholly-owned subsidiary of SPLP. No fractional shares were issued and shareholders owning fewer than 100,000 shares of common stock had their shares canceled and converted into the right to receive $18.30 , based primarily upon the estimated value of for each share of DGT common stock held prior to the reverse stock split. |
Nature of the Business and Ba30
Nature of the Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 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 nine months ended September 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. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU 2014-09 by one year. The ASU, as amended, is effective for the Company's 2018 fiscal year and 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. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , which eliminates the requirement to restate prior-period financial statements for measurement-period adjustments following a business combination. The new guidance requires that the cumulative impact of a measurement-period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior-period impact of the adjustment should either be presented separately on the face of the income statement or disclosed in the notes. This new guidance is effective for the Company's 2016 fiscal year. The amendments in this ASU will be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. |
Nature of the Business and Ba31
Nature of the Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 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 September 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) 84.2 % 82.7 % Handy & Harman Ltd. ("HNH") 70.1 % 66.2 % SPH Services, Inc. ("SPH Services") 100.0 % 100.0 % Steel Excel Inc. ("Steel Excel") 58.3 % 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 nine months ended September 30, 2015 includes DGT’s activity as of and for its three and nine months ended July 31, 2015. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimates of the fair values of the assets acquired and 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 tax liabilities - non-current 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 Accrued liabilities 783 Total liabilities assumed 1,063 Fair value of noncontrolling interest 12,842 Net assets acquired $ 66,239 |
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. |
Business Acquisition, Pro Forma Information | As required, the 2014 supplemental pro forma earnings were adjusted to include such charges. Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 Revenue $ 322,831 $ 880,848 $ 919,295 Net income from continuing operations attributable to common unitholders 28,020 6,398 29,290 Net income from continuing operations per common unit - basic 0.80 0.54 0.48 Net income from continuing operations per common unit - diluted 0.80 0.54 0.48 |
Handy & Harman Ltd. (HNH) | JPS Industries, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the assets acquired and liabilities assumed at the acquisition date on a preliminary basis: Amount Assets: Cash and cash equivalents $ 22 Trade and other receivables 21,201 Inventories 27,070 Prepaid expenses and other current assets 4,924 Property, plant & equipment 45,181 Goodwill 35,314 Other intangible assets 9,921 Deferred tax assets - non-current 17,605 Other non-current assets 3,280 Total assets acquired 164,518 Liabilities: Accounts payable 10,674 Accrued liabilities 5,535 Long-term debt 1,500 Accrued pension liability 32,167 Other liabilities 149 Total liabilities assumed 50,025 Net assets acquired $ 114,493 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 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 September 30, Nine Months Ended September 30, 2015 2014 (b) 2015 (a) 2014 (b) Revenue $ — $ 24,177 $ 5,952 $ 77,483 Net income — 2,245 565 8,638 (Loss) Income after taxes and noncontrolling interests (1,887 ) 1,303 (3,002 ) 4,907 Gain on sale of discontinued operations after taxes and noncontrolling interests 134 — 57,193 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 building owned by DGT, which was for sale, and a sports business owned by Steel Excel. September 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 2,524 30,457 Total assets $ 2,524 $ 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) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | The Company's portfolio of marketable securities was as follows: September 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 $ 45,198 $ — $ — $ 45,198 $ 42,681 $ — $ — $ 42,681 Mutual funds 11,835 1,665 — 13,500 17,030 4,262 (322 ) 20,970 Corporate securities 74,358 5,091 (3,470 ) 75,979 103,761 7,821 (23,732 ) 87,850 Corporate obligations 34,034 228 (4,418 ) 29,844 32,486 592 (3,441 ) 29,637 Total marketable securities 165,425 6,984 (7,888 ) 164,521 195,958 12,675 (27,495 ) 181,138 Amounts classified as cash equivalents (45,198 ) — — (45,198 ) (42,681 ) — — (42,681 ) Amounts classified as marketable securities $ 120,227 $ 6,984 $ (7,888 ) $ 119,323 $ 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Gross realized gains $ 2,135 $ 681 $ 6,735 $ 7,077 Gross realized losses (5,528 ) (1,683 ) (6,321 ) (3,012 ) Realized (losses) gains, net $ (3,393 ) $ (1,002 ) $ 414 $ 4,065 |
Schedule of Unrealized Loss on Investments | The fair value of marketable securities with unrealized losses at September 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 $ 46,781 $ (3,436 ) $ 178 $ (34 ) $ 46,959 $ (3,470 ) Corporate obligations 8,709 (3,312 ) 3,705 (1,106 ) 12,414 (4,418 ) Total $ 55,490 $ (6,748 ) $ 3,883 $ (1,140 ) $ 59,373 $ (7,888 ) 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 September 30, 2015 , by contractual maturity, were as follows: Cost Estimated Fair Value Debt securities that mature in more than three years $ 34,034 $ 29,844 Securities with no contractual maturities 131,391 134,677 $ 165,425 $ 164,521 |
Schedule of Available-for-sale Securities and Equity Method Investments | The following table summarizes the Company's long-term investments as of September 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 September 30, Nine Months Ended September 30, (A) AVAILABLE-FOR-SALE SECURITIES September 30, 2015 December 31, 2014 2015 2014 2015 2014 Fair Value Changes Recorded in Accumulated Other Comprehensive (Loss)Income: Equity securities - U.S. (1) Aerospace/Defense $ 67,649 $ 76,512 Restaurants — 35,637 Other 575 572 68,224 112,721 Fair Value Changes Recorded in Consolidated Statement of Operations: API (1) — 18,373 $ — $ (9,655 ) $ 4,449 $ (9,495 ) 68,224 131,094 $ — $ (9,655 ) $ 4,449 $ (9,495 ) (B) EQUITY METHOD INVESTMENTS Investments in Associated Companies: September 30, 2015 December 31, 2014 At Cost: Ownership CoSine 80.6 % 48.3 % — 5,521 $ — $ (70 ) $ (602 ) $ (276 ) Other (5) 4,263 5,705 (2,496 ) (384 ) (2,782 ) (2,482 ) At Fair Value: ModusLink Global Solutions, Inc. ("MLNK") (1) 31.5 % 27.7 % 45,942 54,086 (8,389 ) (2,609 ) (12,442 ) (25,069 ) SL Industries, Inc. ("SLI") (1) 25.1 % 24.0 % 33,824 38,799 (4,586 ) 19,220 (4,974 ) 21,608 JPS Industries, Inc. ("JPS") (1) 100.0 % 38.7 % — 38,406 402 1,006 5,831 4,022 API Technologies Corp. ("API Tech") (1) 20.6 % 20.6 % 24,812 24,355 (3,888 ) (4,459 ) 457 (920 ) Aviat Networks, Inc. ("Aviat") (1) 12.9 % — % 8,365 — (1,769 ) — (2,493 ) — Other (2) 43.8 % 43.8 % 1,931 2,163 (340 ) (49 ) (232 ) (211 ) 119,137 169,035 $ (21,066 ) $ 12,655 $ (17,237 ) $ (3,328 ) Other Investments at Fair Value - Related Party: SPII Liquidating Trust - Series D ( Fox & Hound) (2) — — $ — $ — $ — $ (3 ) SPII Liquidating Trust - Series G (SPCA) (2), (3) — 6,811 — 1,306 447 1,762 SPII Liquidating Trust - Series H (SPJSF) (2), (4) — 2,812 — (693 ) (86 ) 327 — 9,623 $ — $ 613 $ 361 $ 2,086 (C) OTHER INVESTMENTS ModusLink Warrants (2) 902 2,199 $ (734 ) $ (333 ) $ (1,297 ) $ (3,731 ) Total Long-Term Investments $ 188,263 $ 311,951 (1) Level 1 investment. Equity securities totaling $68,224 and $112,721 were classified as Level 1 investments as of September 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 45.7% , 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 nine months ended September 30, 2015 and 2014 : Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (A) AVAILABLE-FOR-SALE SECURITIES Fair Value Changes Recorded in Accumulated Other Comprehensive (Loss) Income: Proceeds from sales $ 380 $ 1,926 $ 380 $ 2,394 Gross gains from sales $ — $ 67 $ 25,431 $ 98 Gross losses from sales (56 ) (16 ) (56 ) (16 ) Net investment gain $ (56 ) $ 51 $ 25,375 $ 82 Change in net unrealized holding (losses) gains included in Accumulated other comprehensive (loss) income $ (18,561 ) $ (7,197 ) $ (8,910 ) $ (957 ) Reclassified out of Accumulated other comprehensive (loss) income : Unrealized gains $ — $ 175 $ 29,663 $ 261 Unrealized losses (50 ) — (50 ) — Total $ (50 ) $ 175 $ 29,613 $ 261 |
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: September 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 $ 55,974 $ — $ 67,649 $ 11,675 $ 64,837 $ — $ 76,512 Restaurants — — — — 5,974 29,663 — 35,637 Other 575 — — 575 575 — (3 ) 572 $ 12,250 $ 55,974 $ — $ 68,224 $ 18,224 $ 94,500 $ (3 ) $ 112,721 |
Schedule of Additional Disclosures of Associated Companies | 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. September 30, 2015 December 31, 2014 Summary of balance sheet amounts: Current assets $ 493,200 $ 556,571 Noncurrent assets 71,861 160,202 Total assets $ 565,061 $ 716,773 Current liabilities $ 249,784 $ 257,559 Noncurrent liabilities 96,734 113,217 Total liabilities 346,518 370,776 Parent equity 218,543 345,997 Total liabilities and equity $ 565,061 $ 716,773 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Summary income statement amounts: Revenue $ 170,404 $ 264,980 $ 589,276 $ 818,094 Gross profit 26,834 41,672 90,361 129,461 Loss from continuing operations (1,279 ) (1,468 ) (7,535 ) (4,672 ) Net (loss) income after noncontrolling interests (1,422 ) (1,595 ) (2,735 ) 3,575 |
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: September 30, 2015 December 31, 2014 Summary of balance sheet amounts: Total assets $ 937 $ 21,966 Total liabilities (937 ) — Net Asset Value $ — $ 21,966 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Summary income statement amounts: Net increase in net assets from operations $ — $ 1,528 $ 826 $ 4,782 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 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 September 30, 2015 and December 31, 2014 are summarized by type of inputs applicable to the fair value measurements as follows: September 30, 2015 Level 1 Level 2 Level 3 Total Assets: Marketable securities (a) $ 78,585 $ 8,709 $ 32,029 $ 119,323 Long-term investments (a) 181,167 — 2,833 184,000 Investments in certain funds — — 489 489 Precious metal and commodity inventories recorded at fair value 12,642 — — 12,642 Commodity contracts on precious metal and commodity inventories — 60 — 60 Foreign currency forward exchange contracts — 966 — 966 Total $ 272,394 $ 9,735 $ 35,351 $ 317,480 Liabilities: Financial instruments $ 20,171 $ — $ — $ 20,171 Interest rate swap agreement — 72 — 72 Foreign currency forward exchange contracts — 88 — 88 Total $ 20,171 $ 160 $ — $ 20,331 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: Long - Term Investments Investments in Associated Companies (a) Other Investments - Related Party (b) ModusLink Warrants (c) Marketable Securities and Other (d), (e) Total Assets Balance at June 30, 2014 $ 2,080 $ 10,205 $ 2,434 $ 32,346 $ 47,065 Purchases — — — 2,756 2,756 Sales — — — (137 ) (137 ) Realized loss on sale — — Unrealized gains — 1,307 — 1,184 2,491 Unrealized losses (49 ) (694 ) (333 ) — (1,076 ) Balance at September 30, 2014 $ 2,031 $ 10,818 $ 2,101 $ 36,149 $ 51,099 Balance at June 30, 2015 $ 2,271 $ — $ 1,636 $ 35,484 $ 39,391 Purchases — — — — — Sales — — — (1,229 ) (1,229 ) Realized gain on sale — — — — — Unrealized gains — — — — — Unrealized losses (340 ) — (734 ) (1,737 ) (2,811 ) Balance at September 30, 2015 $ 1,931 $ — $ 902 $ 32,518 $ 35,351 Long - Term Investments Investments in Associated Companies (a) Other Investments - Related Party (b) ModusLink Warrants (c) Marketable Securities and Other (d), (e) Total Assets Balance at December 31, 2013 $ 2,243 $ 10,228 $ 5,832 $ 24,209 $ 42,512 Purchases — — — 13,294 13,294 Sales — (1,496 ) — (4,869 ) (6,365 ) Realized loss on sale — — — (129 ) (129 ) Unrealized gains — 2,884 — 3,644 6,528 Unrealized losses (212 ) (798 ) (3,731 ) — (4,741 ) Balance at September 30, 2014 $ 2,031 $ 10,818 $ 2,101 $ 36,149 $ 51,099 Balance at December 31, 2014 $ 2,163 $ 9,623 $ 2,199 $ 34,421 $ 48,406 Purchases — — — 5,108 5,108 Sales — (9,985 ) — (1,751 ) (11,736 ) Realized gain on sale — — — — — Unrealized gains — 484 — — 484 Unrealized losses (232 ) (122 ) (1,297 ) (5,260 ) (6,911 ) Balance at September 30, 2015 $ 1,931 $ — $ 902 $ 32,518 $ 35,351 (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 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. (e) Unrealized gains and losses on marketable are recorded in AOCI. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 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: September 30, 2015 2014 Balance, beginning of period $ 21,311 $ 25,090 Settlement of short sales of corporate securities (450 ) — Short sales of corporate securities 373 19,512 Net investment (gains) losses (1,063 ) 188 Receipt of dividends, net of interest expense — (67 ) Balance of financial instrument liabilities and related restricted cash, end of period $ 20,171 $ 44,723 |
Schedule of Outstanding Forward or Future Contracts with Settlement Dates | As of September 30, 2015 , HNH had the following outstanding forward contracts with settlement dates through December 2015. There were no futures contracts outstanding as of September 30, 2015 . Commodity Amount Notional Value Silver 740,000 ounces $ 11,200 Gold 900 ounces $ 1,000 Copper 300,000 pounds $ 700 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 September 30, 2015 December 31, 2014 Commodity contracts (a), (b) Prepaid expenses and other current assets $ 37 $ 667 Commodity contracts (c) Prepaid expenses and other current assets $ 23 $ 97 Interest rate swap agreements Other current liabilities $ (72 ) $ (138 ) Foreign exchange forward contracts (a), (d) Accrued liabilities $ 905 $ — Foreign exchange forward contracts (a), (b) Trade and other receivables/Prepaid and other current assets $ 61 $ — Foreign exchange forward contracts (a), (b) Accrued liabilities $ (88 ) $ — (a) Designated as hedging instruments as of September 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Derivative Statement of Operations Location Gain (loss) Gain Gain (loss) Gain (loss) Commodity contracts (a), (b) Cost of goods sold $ 585 $ 2,337 $ 564 $ 1,428 Commodity contracts (c) Cost of goods sold (69 ) 52 209 25 Commodity contracts (c) Realized and unrealized gain on derivatives 168 1,320 273 854 Interest rate swap agreements Interest expense, net (16 ) 9 (79 ) (116 ) Foreign exchange forward contracts (a), (d) Revenue/Cost of goods sold 771 — 1,381 — Foreign exchange forward contracts (a), (b) Other income, net (94 ) — 17 — Total derivatives $ 1,345 $ 3,718 $ 2,365 $ 2,191 (a) Designated as hedging instruments as of September 30, 2015 . (b) Fair value hedge (c) Economic hedge (d) Cash flow hedge |
Trade, Other and Loans Receiv37
Trade, Other and Loans Receivable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Trade and Other Receivables | Trade and Other Receivables, Net September 30, December 31, Trade accounts receivable net of allowance for $ 137,259 $ 85,553 Other receivables 2,090 1,887 Total $ 139,349 $ 87,440 Loans Receivable Major classification of WebBank’s loans receivable at September 30, 2015 and December 31, 2014 are as follows: Total Current Non-current September 30, 2015 % December 31, 2014 % September 30, 2015 December 31, 2014 September 30, 2015 December 31, 2014 Loans held for sale $ 93,134 $ 40,886 $ 93,134 $ 40,886 $ — $ — Real estate loans: Commercial – owner occupied $ 1,563 2 % $ 1,650 2 % 97 96 $ 1,466 1,554 Commercial – other 281 — % 264 — % — — 281 264 Total real estate loans 1,844 3 % 1,914 2 % 97 96 1,747 1,818 Commercial and industrial 65,907 97 % 75,706 98 % 2,147 1,142 63,760 74,564 Total loans 67,751 100 % 77,620 100 % 2,244 1,238 65,507 76,382 Less: Deferred fees and discounts (17 ) (20 ) (17 ) (20 ) — — Allowance for loan losses (620 ) (557 ) (620 ) (557 ) — — Total loans receivable, net $ 67,114 $ 77,043 1,607 661 65,507 76,382 Loans receivable, including loans held for sale (a) $ 94,741 $ 41,547 $ 65,507 $ 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 $160,440 and $117,346 at September 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 June 30, 2014 $ 34 $ 30 $ 298 $ 362 Charge-offs — — — — Recoveries 2 11 27 40 Provision 30 (27 ) 99 102 September 30, 2014 $ 66 $ 14 $ 424 $ 504 June 30, 2015 47 10 567 624 Charge-offs — — — — Recoveries 21 11 33 65 Provision (22 ) (12 ) (35 ) (69 ) September 30, 2015 $ 46 $ 9 $ 565 $ 620 Real Estate Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total December 31, 2013 $ 77 $ 28 $ 319 $ 424 Charge-offs — — (3 ) (3 ) Recoveries 65 29 41 135 Provision (76 ) (43 ) 67 (52 ) September 30, 2014 $ 66 $ 14 $ 424 $ 504 December 31, 2014 $ 64 $ 12 $ 481 $ 557 Charge-offs — — — — Recoveries 24 33 45 102 Provision (42 ) (36 ) 39 (39 ) September 30, 2015 $ 46 $ 9 $ 565 $ 620 The ALLL and outstanding loan balances according to the Company’s impairment method are summarized as follows: Real Estate September 30, 2015 Commercial - Owner Occupied Commercial - Other Commercial & Industrial Total Allowance for loan losses: Individually evaluated for impairment $ — $ — $ 79 $ 79 Collectively evaluated for impairment 46 9 486 541 Total $ 46 $ 9 $ 565 $ 620 Outstanding Loan balances: Individually evaluated for impairment $ 366 $ — $ 1,246 $ 1,612 Collectively evaluated for impairment 1,197 281 64,661 66,139 Total $ 1,563 $ 281 $ 65,907 $ 67,751 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: September 30, December 31, Real Estate Loans: Commercial - Owner Occupied $ 348 $ 374 Total Real Estate Loans 348 374 Commercial and Industrial 2 16 Total Loans $ 350 $ 390 Past due loans (accruing and nonaccruing) are summarized as follows: September 30, 2015 Current 30-89 days 90+ days Total Total Recorded Nonaccrual Real Estate Loans: Commercial - Owner Occupied $ 1,197 $ 18 $ 348 $ 366 $ 1,563 $ — $ — Commercial - Other 281 — — — 281 — — Total Real Estate Loans 1,478 18 348 366 1,844 — — Commercial and Industrial 65,856 49 2 51 65,907 — — Total Loans $ 67,334 $ 67 $ 350 $ 417 $ 67,751 $ — $ — (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: September 30, 2015 Pass Special Sub- Doubtful Total loans Real Estate Loans: Commercial - Owner Occupied $ 1,197 $ — $ 366 $ — $ 1,563 Commercial - Other 281 — — — 281 Total Real Estate Loans 1,478 — 366 — 1,844 Commercial and Industrial 64,661 — 1,246 — 65,907 Total Loans $ 66,139 $ — $ 1,612 $ — $ 67,751 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 September 30, 2015 Unpaid principle with no with Total recorded Related Average recorded Real Estate Loans: Commercial - Owner Occupied $ 381 $ 348 $ 18 $ 366 $ 1 $ 373 Total Real Estate Loans 381 348 18 366 1 373 Commercial and Industrial 1,322 13 1,233 1,246 79 344 Total Loans $ 1,703 $ 361 $ 1,251 $ 1,612 $ 80 $ 717 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) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | A summary of Inventories, net is as follows: September 30, December 31, Finished products $ 41,501 $ 24,424 In-process 23,006 10,310 Raw materials 31,342 12,346 Fine and fabricated precious metal in various stages of completion 16,743 17,094 112,592 64,174 LIFO reserve (91 ) (90 ) Total $ 112,501 $ 64,084 |
Inventory Supplemental Disclosure | September 30, December 31, Supplemental inventory information: Precious metals stated at LIFO cost $ 4,769 $ 4,839 Precious metals stated under non-LIFO cost methods, primarily at fair value 11,882 12,165 Market value per ounce: Silver 15.13 15.75 Gold 1,146.65 1,199.25 Palladium 672.00 798.00 |
Property, Plant and Equipment39
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | A summary of property, plant and equipment, net is as follows: September 30, December 31, Land $ 22,243 $ 9,523 Buildings and improvements 61,753 53,742 Machinery, equipment and other 265,864 194,356 Construction in progress 12,226 4,738 362,086 262,359 Accumulated depreciation and amortization (99,664 ) (78,045 ) Net property, plant and equipment $ 262,422 $ 184,314 |
Goodwill and Other Intangible40
Goodwill and Other Intangibles, Net (Tables) | 9 Months Ended |
Sep. 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: September 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) 85,204 — — 85,204 Impairment — — — — Currency translation adjustment — — — — Other adjustments (225 ) — — (225 ) Balance at end of period Gross Goodwill 111,278 64,790 81 176,149 Accumulated impairments — (45,219 ) — (45,219 ) Net Goodwill $ 111,278 $ 19,571 $ 81 $ 130,930 (a) Goodwill from acquisitions relates to HNH's acquisitions of ITW and JPS, as well as 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: September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 136,203 $ 38,094 $ 98,109 $ 113,952 $ 29,726 $ 84,226 Trademarks 38,395 7,657 30,738 28,803 5,856 22,947 Patents and technology 16,941 7,058 9,883 16,773 6,023 10,750 Other 8,596 2,375 6,221 2,426 1,799 627 $ 200,135 $ 55,184 $ 144,951 $ 161,954 $ 43,404 $ 118,550 |
Bank Deposits (Tables)
Bank Deposits (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Banking and Thrift [Abstract] | |
Deposit Liabilities | A summary of WebBank deposits is as follows: Time deposits year of maturity: September 30, December 31, 2015 $ 11,690 $ 27,001 2016 64,829 50,386 2017 38,693 26,671 2018 27,946 — Total time deposits 143,158 104,058 Money market deposits 70,960 60,802 Total deposits (a) $ 214,118 $ 164,860 Current $ 133,205 $ 87,804 Long-term 80,913 77,056 Total deposits $ 214,118 $ 164,860 Time deposit accounts under $100 $ 115,533 $ 86,274 Time deposit accounts $100 and over 27,625 17,784 Total time deposits $ 143,158 $ 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 $214,798 and $165,381 at September 30, 2015 and December 31, 2014 , respectively. |
Long-term Debt and Capital Le42
Long-term Debt and Capital Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Capital Lease Obligations | Debt and capital lease obligations consists of the following: September 30, December 31, Short term debt: CoSine - Foreign $ 834 $ — HNH - Foreign 606 602 Short-term debt 1,440 602 Long-term debt: Steel Excel Term Loan 69,375 79,285 HNH Revolving Facilities 121,166 193,375 SPLP Revolving Facility 66,126 33,788 CoSine Term Loans 2,775 — CoSine Revolving Facilities 23,047 — Other debt - domestic 7,750 8,014 Foreign loan facilities 1,322 1,412 Subtotal 291,561 315,874 Less portion due within one year 14,847 19,592 Long-term debt 276,714 296,282 Total debt $ 293,001 $ 316,476 Capital lease facility Current portion of capital lease $ 85 $ 486 Long-term portion of capital lease 147 288 $ 232 $ 774 |
Pension Benefit Plans (Tables)
Pension Benefit Plans (Tables) | 9 Months Ended |
Sep. 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, JPS's pension plan, which was assumed in HNH's acquisition of JPS, and the pension plan of CoSine's subsidiary API: Pension Benefits Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Service cost $ 9 $ — $ 9 $ — Interest cost 6,404 4,893 16,828 15,389 Expected return on plan assets (7,520 ) (6,017 ) (19,550 ) (18,117 ) Administrative costs / investment management fees 315 — 504 — Amortization of actuarial loss 1,482 253 4,672 1,407 Total $ 690 $ (871 ) $ 2,463 $ (1,321 ) |
Capital and Accumulated Other44
Capital and Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income | Changes, net of tax, in Accumulated other comprehensive (loss) income are as follows: Nine Months Ended September 30, 2015 Unrealized gain on available-for-sale securities Unrealized loss 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 (loss) income, net of tax - before reclassifications (a) (8,249 ) (794 ) (1,572 ) 1,076 (9,539 ) Reclassification adjustments, net of tax (b) (23,068 ) — — — (23,068 ) Net other comprehensive (loss) income attributable to common unit holders (c) (31,317 ) (794 ) (1,572 ) 1,076 (32,607 ) Balance at end of period $ 51,820 $ (794 ) $ (6,263 ) $ (74,565 ) $ (29,802 ) (a) Net of a tax benefit of approximately $2,656 . (b) Net of a tax provision of approximately $3,694 . (c) Amounts do not include net unrealized gains on available-for-sale securities of $5,376 , unrealized losses on derivative financial instruments of $192 , cumulative translation adjustment losses of $593 and income from the change in pension and other post-retirement obligations of $551 , which are attributable to noncontrolling interests. |
Net (Loss) Income Per Common 45
Net (Loss) Income Per Common Unit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following data was used in computing net (loss) income per common unit shown in the Company's Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net (loss) income from continuing operations $ (14,792 ) $ 18,545 $ 13,169 $ 21,761 Net loss (income) from continuing operations attributable to noncontrolling interests in consolidated entities 4,404 (5,820 ) 9,508 (15,575 ) Net (loss) income from continuing operations attributable to common unit holders (10,388 ) 12,725 22,677 6,186 Income from discontinued operations 195 2,245 87,018 8,680 Net income from discontinued operations attributable to noncontrolling interests in consolidated entities (1,950 ) (943 ) (32,828 ) (3,750 ) Net (loss) income from discontinued operations attributable to common unit holders (1,755 ) 1,302 54,190 4,930 Net (loss) income attributable to common unitholders $ (12,143 ) $ 14,027 $ 76,867 $ 11,116 Net (loss) income per common unit - basic: Net (loss) income from continuing operations $ (0.38 ) $ 0.46 $ 0.82 $ 0.21 Net (loss) income from discontinued operations (0.06 ) 0.04 1.97 0.17 Net (loss) income attributable to common unitholders $ (0.44 ) $ 0.50 $ 2.79 $ 0.38 Net (loss) income per common unit – diluted: Net (loss) income from continuing operations $ (0.38 ) $ 0.46 $ 0.82 $ 0.21 Net (loss) income from discontinued operations (0.06 ) 0.04 1.96 0.17 Net (loss) income attributable to common unitholders $ (0.44 ) $ 0.50 $ 2.78 $ 0.38 Weighted average common units outstanding - basic 27,226,589 27,783,417 27,506,890 29,097,773 Incentive units — — 149,502 10,688 Unvested restricted units — 25,454 23,082 32,593 Denominator for net income per common unit - diluted (a) 27,226,589 27,808,871 27,679,474 29,141,054 (a) For three months ended September 30, 2015 the diluted per unit calculation was based on the basic weighted average units only since the impact of 14,791 unvested restricted stock units would have been anti-dilutive. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment information is presented below: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue: Diversified industrial $ 224,635 $ 164,524 $ 555,888 $ 468,557 Energy 33,480 58,583 107,975 155,666 Financial services 18,226 9,309 45,886 24,298 Corporate and other 49 2,107 32,876 1,862 Total $ 276,390 $ 234,523 $ 742,625 $ 650,383 Income (Loss) from continuing operations before income taxes: Diversified industrial $ 10,424 $ 37,292 $ 35,846 $ 62,281 Energy (11,171 ) 1,497 (34,184 ) 14,073 Financial services 12,716 6,016 30,539 15,266 Corporate and other (13,636 ) (16,053 ) 5,673 (50,741 ) (Loss) Income from continuing operations before income taxes (1,667 ) 28,752 37,874 40,879 Income tax provision 13,125 10,207 24,705 19,118 Net (loss) income from continuing operations $ (14,792 ) $ 18,545 $ 13,169 $ 21,761 Income (loss) from equity method investments: Diversified industrial $ (4,184 ) $ 20,226 $ 857 $ 25,630 Energy (8,153 ) (4,843 ) (4,818 ) (3,402 ) Corporate and other (8,729 ) (2,115 ) (12,915 ) (23,470 ) Total $ (21,066 ) $ 13,268 $ (16,876 ) $ (1,242 ) |
Regulatory Matters (Tables)
Regulatory Matters (Tables) | 9 Months Ended |
Sep. 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 September 30, 2015 Amount Ratio Amount Ratio Amount Ratio Total Capital (to risk-weighted assets) $ 54,357 22.44 % $ 19,377 8.00 % $ 24,222 10.00 % Tier 1 Capital (to risk-weighted assets) $ 53,549 22.11 % $ 14,533 6.00 % $ 19,377 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 53,549 22.11 % $ 10,900 4.50 % $ 15,744 6.50 % Tier 1 Capital (to average assets) $ 53,549 20.48 % $ 10,460 4.00 % $ 13,074 5.00 % As of December 31, 2014 Total Capital (to risk-weighted assets) $ 42,861 24.99 % $ 13,720 8.00 % $ 17,150 10.00 % Tier 1 Capital (to risk-weighted assets) $ 42,116 24.56 % $ 6,860 4.00 % $ 10,290 6.00 % Tier 1 Capital (to average assets) $ 42,116 19.53 % $ 8,627 4.00 % $ 10,784 5.00 % |
Nature of the Business and Ba48
Nature of the Business and Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Income tax provision | $ 13,125 | $ 10,207 | $ 24,705 | $ 19,118 | |
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) | 84.20% | 84.20% | 82.70% | ||
Handy & Harman Ltd. (HNH) | |||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Ownership (as a percent) | 70.10% | 70.10% | 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) | 58.30% | 58.30% | 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 (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2015USD ($)shares | Jul. 02, 2015USD ($)$ / shares | Apr. 17, 2015USD ($) | Mar. 31, 2015USD ($) | Jan. 20, 2015USD ($)shares | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($) | 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 | $ 130,930 | $ 130,930 | $ 45,951 | $ 87,362 | ||||||||||
CoSine | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Ownership percentage (as a percent) | 80.60% | 80.60% | 48.30% | |||||||||||
SPH Holdings | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Fair value of equity | $ 12,011 | |||||||||||||
Fair value (in dollars per share) | $ / shares | $ 2.51 | |||||||||||||
SPH Holdings | CoSine | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Ownership percentage (as a percent) | 48.00% | |||||||||||||
JPS Industries, Inc. | Handy & Harman Ltd. (HNH) | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Price per share (per share) | $ / shares | $ 11 | |||||||||||||
Fair value of consideration paid | $ 114,493 | |||||||||||||
Cash to acquire businesses | 70,255 | |||||||||||||
Payment to acquire business, shares | shares | 1,429,407 | |||||||||||||
Value of shares issued | $ 48,700 | |||||||||||||
Voting interest acquired (as a percent) | 100.00% | |||||||||||||
Goodwill | 35,314 | $ 35,314 | $ 35,314 | |||||||||||
Other intangible assets | 9,921 | |||||||||||||
Property, plant and equipment | 45,181 | |||||||||||||
JPS Industries, Inc. | Handy & Harman Ltd. (HNH) | Minimum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life | 10 years | |||||||||||||
JPS Industries, Inc. | Handy & Harman Ltd. (HNH) | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life | 15 years | |||||||||||||
JPS Industries, Inc. | Handy & Harman Ltd. (HNH) | Trade Names | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangibles acquired | $ 4,400 | |||||||||||||
JPS Industries, Inc. | Handy & Harman Ltd. (HNH) | Customer Relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangibles acquired | 3,700 | |||||||||||||
JPS Industries, Inc. | Handy & Harman Ltd. (HNH) | Technology-Based Intangible Assets | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangibles acquired | 1,800 | |||||||||||||
JPS Industries, Inc. | SPH Group Holdings LLC | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cash to acquire businesses | 4,510 | |||||||||||||
Fair value of equity | $ 44,238 | |||||||||||||
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] | ||||||||||||||
Price per share (per share) | £ / shares | £ 0.60 | £ 0.60 | ||||||||||||
Voting interest acquired (as a percent) | 80.00% | |||||||||||||
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) | SPH Holdings | API Group plc (API) | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Shares contributed | shares | 24,807,203 | |||||||||||||
CoSine Communications, Inc. (CoSine) | SPH Holdings | Nathan's Famous, Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Shares contributed | shares | 445,456 | |||||||||||||
CoSine Communications, Inc. (CoSine) | SPH Holdings | Bidco | ||||||||||||||
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 | |||||||||||
Goodwill | 20,327 | |||||||||||||
Other intangible assets | 23,977 | |||||||||||||
Acquisition related costs | 8,572 | |||||||||||||
Fair value adjustment | 4,375 | |||||||||||||
Property, plant and equipment | 43,928 | |||||||||||||
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 | |||||||||||||
Goodwill | 21,268 | 21,268 | ||||||||||||
Working capital adjustment | 400 | |||||||||||||
Net working capital | 1,700 | 1,700 | ||||||||||||
Property, plant and equipment | 100 | 100 | ||||||||||||
Intangible assets | $ 4,400 | $ 4,400 | ||||||||||||
CoSine Communications, Inc. and API Group plc | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue since acquisition | 71,600 | 98,400 | ||||||||||||
Loss since acquisition | $ 3,100 | $ 3,800 |
Acquisitions - Consideration Pa
Acquisitions - Consideration Paid (Details) - CoSine Communications, Inc. (CoSine) $ / shares in Units, $ in Thousands | Jan. 20, 2015USD ($)$ / sharesshares |
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 | shares | 24,807,203 |
Price per share (in dollars per share) | $ / shares | $ 0.92 |
CoSine Communications, Inc. (CoSine) | |
Business Acquisition [Line Items] | |
Fair Value of Consideration Paid | $ 12,011 |
Payment to acquire business, shares | shares | 4,779,721 |
Price per share (in dollars per share) | $ / shares | $ 2.51 |
Nathan's Famous, Inc. | |
Business Acquisition [Line Items] | |
Fair Value of Consideration Paid | $ 31,405 |
Payment to acquire business, shares | shares | 445,456 |
Price per share (in dollars per share) | $ / shares | $ 70.50 |
Acquisitions - Allocation of Co
Acquisitions - Allocation of Consideration Paid (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jul. 02, 2015 | Apr. 17, 2015 | Jan. 20, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Assets: | ||||||
Goodwill | $ 130,930 | $ 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 | |||||
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 tax liabilities - non-current | 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 | |||||
Accrued liabilities | 783 | |||||
Total liabilities assumed | 1,063 | |||||
Fair value of noncontrolling interest | 12,842 | |||||
Net assets acquired | $ 66,239 | |||||
Handy & Harman Ltd. (HNH) | JPS Industries, Inc. | ||||||
Assets: | ||||||
Cash | $ 22 | |||||
Trade and other receivables | 21,201 | |||||
Inventories | 27,070 | |||||
Prepaid expenses and other current assets | 4,924 | |||||
Property, plant and equipment | 45,181 | |||||
Other non-current assets | 3,280 | |||||
Goodwill | $ 35,314 | 35,314 | ||||
Other intangible assets | 9,921 | |||||
Deferred tax assets - non-current | 17,605 | |||||
Total assets acquired | 164,518 | |||||
Liabilities: | ||||||
Accounts payable | 10,674 | |||||
Accrued liabilities | 5,535 | |||||
Short-term debt | 1,500 | |||||
Long-term debt | 149 | |||||
Accrued pension liability | 32,167 | |||||
Total liabilities assumed | 50,025 | |||||
Net assets acquired | $ 114,493 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - API Group plc (API) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | |||
Revenue | $ 322,831 | $ 880,848 | $ 919,295 |
Net income from continuing operations attributable to common unitholders | $ 28,020 | $ 6,398 | $ 29,290 |
Net income (loss) per common unit - basic (in dollars per share) | $ 0.80 | $ 0.54 | $ 0.48 |
Net income (loss) per common unit - diluted (in dollars per share) | $ 0.80 | $ 0.54 | $ 0.48 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 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 | 2,524 | 2,524 | 30,457 | ||
Total assets | 2,524 | 2,524 | 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 | |||||
Revenue | 0 | $ 24,177 | 5,952 | $ 77,483 | |
Net income | 0 | 2,245 | 565 | 8,638 | |
(Loss) Income after taxes and noncontrolling interests | (1,887) | 1,303 | (3,002) | 4,907 | |
Gain on sale of discontinued operations after taxes and noncontrolling interests | $ 134 | $ 0 | $ 57,193 | $ 23 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) $ in Thousands | Dec. 18, 2014USD ($) |
HNH | Arlon LLC | |
Schedule of Sale of Discontinued Operation [Line Items] | |
Consideration | $ 157,000 |
Investments - Short-Term Invest
Investments - Short-Term Investments (Details) - Steel Excel - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | $ 165,425 | $ 165,425 | |||
Fair value | 164,521 | 164,521 | |||
Securities sold during the period | 22,800 | $ 9,400 | 72,602 | $ 105,100 | |
Available for sale securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 165,425 | 165,425 | $ 195,958 | ||
Gross Unrealized Gains | 6,984 | 6,984 | 12,675 | ||
Gross Unrealized Losses | (7,888) | (7,888) | (27,495) | ||
Fair value | 164,521 | 164,521 | 181,138 | ||
Amounts classified as cash equivalents | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 45,198 | 45,198 | 42,681 | ||
Fair value | 45,198 | 45,198 | 42,681 | ||
Amounts classified as marketable securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 120,227 | 120,227 | 153,277 | ||
Gross Unrealized Gains | 6,984 | 6,984 | 12,675 | ||
Gross Unrealized Losses | (7,888) | (7,888) | (27,495) | ||
Fair value | 119,323 | 119,323 | 138,457 | ||
Short-term deposits | Available for sale securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 45,198 | 45,198 | 42,681 | ||
Gross Unrealized Gains | 0 | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | 0 | ||
Fair value | 45,198 | 45,198 | 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 | 1,665 | 1,665 | 4,262 | ||
Gross Unrealized Losses | 0 | 0 | (322) | ||
Fair value | 13,500 | 13,500 | 20,970 | ||
Corporate securities | Available for sale securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 74,358 | 74,358 | 103,761 | ||
Gross Unrealized Gains | 5,091 | 5,091 | 7,821 | ||
Gross Unrealized Losses | (3,470) | (3,470) | (23,732) | ||
Fair value | 75,979 | 75,979 | 87,850 | ||
Corporate obligations | Available for sale securities | |||||
Marketable Securities, Cost to Fair Value Reconciliation [Abstract] | |||||
Cost | 34,034 | 34,034 | 32,486 | ||
Gross Unrealized Gains | 228 | 228 | 592 | ||
Gross Unrealized Losses | (4,418) | (4,418) | (3,441) | ||
Fair value | $ 29,844 | $ 29,844 | $ 29,637 |
Investments - Gross Realized Ga
Investments - Gross Realized Gains and Losses (Details) - Steel Excel Inc. - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Gain (Loss) on Investments [Line Items] | ||||
Gross realized gains | $ 2,135 | $ 681 | $ 6,735 | $ 7,077 |
Gross realized losses | (5,528) | (1,683) | (6,321) | (3,012) |
Realized (losses) gains, net | $ (3,393) | $ (1,002) | $ 414 | $ 4,065 |
Investments - Fair Value (Detai
Investments - Fair Value (Details) - Steel Excel Inc. - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value | |||
Less Than 12 Months | $ 55,490 | $ 55,490 | |
12 Months or Greater | 3,883 | 3,883 | |
Total | 59,373 | 59,373 | $ 58,272 |
Gross Unrealized Losses | |||
Less Than 12 Months | (6,748) | (6,748) | |
12 Months or Greater | (1,140) | (1,140) | |
Total | (7,888) | (7,888) | (27,495) |
Impairment | 7,900 | 22,700 | |
Corporate securities | |||
Fair Value | |||
Less Than 12 Months | 46,781 | 46,781 | |
12 Months or Greater | 178 | 178 | |
Total | 46,959 | 46,959 | 39,869 |
Gross Unrealized Losses | |||
Less Than 12 Months | (3,436) | (3,436) | |
12 Months or Greater | (34) | (34) | |
Total | (3,470) | (3,470) | (23,732) |
Corporate obligations | |||
Fair Value | |||
Less Than 12 Months | 8,709 | 8,709 | |
12 Months or Greater | 3,705 | 3,705 | |
Total | 12,414 | 12,414 | 13,530 |
Gross Unrealized Losses | |||
Less Than 12 Months | (3,312) | (3,312) | |
12 Months or Greater | (1,106) | (1,106) | |
Total | $ (4,418) | $ (4,418) | (3,441) |
Mutual funds | |||
Fair Value | |||
Total | 4,873 | ||
Gross Unrealized Losses | |||
Total | $ (322) |
Investments - Amortized Cost an
Investments - Amortized Cost and Estimated Fair Value (Details) - Steel Excel $ in Thousands | Sep. 30, 2015USD ($) |
Cost | |
Debt securities that mature in more than three years | $ 34,034 |
Securities with no contractual maturities | 131,391 |
Cost | 165,425 |
Estimated Fair Value | |
Debt securities that mature in more than three years | 29,844 |
Securities with no contractual maturities | 134,677 |
Fair value | $ 164,521 |
Investments - Long-Term Investm
Investments - Long-Term Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | May. 31, 2014 | |
Equity securities - U.S. | ||||||
Investment Balance | $ 68,224 | $ 68,224 | $ 131,094 | |||
Income (Loss) Recorded in Statement of Operations | 0 | $ (9,655) | 4,449 | $ (9,495) | ||
Investments in Associated Companies: | ||||||
Investment Balance | 119,137 | 119,137 | 169,035 | |||
Income (Loss) Recorded in Statement of Operations | (21,066) | 12,655 | (17,237) | (3,328) | ||
Other Investments at Fair Value - Related Party: | ||||||
Investment Balance - Total | 0 | 0 | 9,623 | |||
Income from other investments - related party | 0 | 613 | 361 | 2,086 | ||
(C) OTHER INVESTMENTS | ||||||
Total Long-Term Investments | 188,263 | 188,263 | 311,951 | |||
Fair Value, Measurements, Recurring | Level 1 | ||||||
Equity securities - U.S. | ||||||
Investment Balance | 68,224 | 68,224 | 112,721 | |||
SPII Liquidating Trust - Series D (Fox and Hound) | ||||||
Other Investments at Fair Value - Related Party: | ||||||
Investment Balance | 0 | 0 | 0 | |||
Income from other investments - related party | 0 | 0 | 0 | (3) | ||
SPII Liquidating Trust - Series G (SPCA) | ||||||
Other Investments at Fair Value - Related Party: | ||||||
Investment Balance | 0 | 0 | 6,811 | |||
Income from other investments - related party | 0 | 1,306 | 447 | 1,762 | ||
SPII Liquidating Trust - Series H (SPJSF) | ||||||
Other Investments at Fair Value - Related Party: | ||||||
Investment Balance | 0 | 0 | $ 2,812 | |||
Income from other investments - related party | $ 0 | (693) | $ (86) | 327 | ||
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 | (70) | $ (602) | (276) | ||
Other | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 45.70% | 45.70% | ||||
Investment Balance | $ 4,263 | $ 4,263 | $ 5,705 | |||
Income (Loss) Recorded in Statement of Operations | $ (2,496) | (384) | $ (2,782) | (2,482) | ||
ModusLink Global Solutions, Inc. (MLNK) | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 31.50% | 31.50% | 27.70% | |||
Investment Balance | $ 45,942 | $ 45,942 | $ 54,086 | |||
Income (Loss) Recorded in Statement of Operations | (8,389) | (2,609) | (12,442) | (25,069) | ||
(C) OTHER INVESTMENTS | ||||||
Investment Balance | 902 | 902 | $ 2,199 | |||
Income (Loss) Recorded in Statement of Operations | $ (734) | (333) | $ (1,297) | (3,731) | ||
SL Industries, Inc. (SLI) | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 25.10% | 25.10% | 24.00% | |||
Investment Balance | $ 33,824 | $ 33,824 | $ 38,799 | |||
Income (Loss) Recorded in Statement of Operations | $ (4,586) | 19,220 | $ (4,974) | 21,608 | ||
JPS Industries, Inc. | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 100.00% | 100.00% | 38.70% | |||
Investment Balance | $ 0 | $ 0 | $ 38,406 | |||
Income (Loss) Recorded in Statement of Operations | $ 402 | 1,006 | $ 5,831 | 4,022 | ||
API Technologies Corp. (API Tech) | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 20.60% | 20.60% | 20.60% | 20.60% | ||
Investment Balance | $ 24,812 | $ 24,812 | $ 24,355 | |||
Income (Loss) Recorded in Statement of Operations | $ (3,888) | (4,459) | $ 457 | (920) | ||
Aviat Networks, Inc. (Aviat) | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 12.90% | 12.90% | 0.00% | |||
Investment Balance | $ 8,365 | $ 8,365 | $ 0 | |||
Income (Loss) Recorded in Statement of Operations | $ (1,769) | 0 | $ (2,493) | 0 | ||
Other | ||||||
Investments in Associated Companies: | ||||||
Ownership percentage (as a percent) | 43.80% | 43.80% | 43.80% | |||
Investment Balance | $ 1,931 | $ 1,931 | $ 2,163 | |||
Income (Loss) Recorded in Statement of Operations | $ (340) | (49) | $ (232) | (211) | ||
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 | $ (9,655) | 4,449 | $ (9,495) | ||
Available for Sale Securities, Noncurrent | ||||||
Equity securities - U.S. | ||||||
Investment Balance | 68,224 | 68,224 | 112,721 | |||
Available for Sale Securities, Noncurrent | Aerospace/Defense | ||||||
Equity securities - U.S. | ||||||
Investment Balance | 67,649 | 67,649 | 76,512 | |||
Available for Sale Securities, Noncurrent | Restaurants | ||||||
Equity securities - U.S. | ||||||
Investment Balance | 0 | 0 | 35,637 | |||
Available for Sale Securities, Noncurrent | Other | ||||||
Equity securities - U.S. | ||||||
Investment Balance | $ 575 | $ 575 | $ 572 |
Investments - Other Comprehensi
Investments - Other Comprehensive Income Changes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Schedule of Available-for-sale Securities [Line Items] | |||||
Total | [1] | $ (567) | $ (1,045) | $ (18,176) | $ (2,709) |
Available for Sale Securities, Noncurrent | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Proceeds from sales | 380 | 1,926 | 380 | 2,394 | |
Gross gains from sales | 0 | 67 | 25,431 | 98 | |
Gross losses from sales | (56) | (16) | (56) | (16) | |
Net investment gain | (56) | 51 | 25,375 | 82 | |
Unrealized gain on available-for-sale securities | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Unrealized gains | 0 | 175 | 29,663 | 261 | |
Unrealized losses | (50) | 0 | (50) | 0 | |
Total | (50) | 175 | 29,613 | 261 | |
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 | $ (18,561) | $ (7,197) | $ (8,910) | $ (957) | |
[1] | For the three months ended September 30, 2015 and 2014 unrealized holding gains of $567 and of $911, respectively, were reclassified to Other income, net and gains of $0 and $134, respectively, were reclassified to Net investment (losses) gains. For the nine months ended September 30, 2015 and 2014 unrealized holding losses of $11,487 and gains of $2,488, respectively, were reclassified to Other income, net and gains of $29,663 and 221, respectively, were reclassified to Net investment (losses) gains. |
Investments - Other Comprehen61
Investments - Other Comprehensive Income (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Available for Sale Securities, Noncurrent | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 12,250 | $ 18,224 |
Gross Unrealized Gains | 55,974 | 94,500 |
Gross Unrealized Losses | 0 | (3) |
Fair value | 68,224 | 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 | 55,974 | 64,837 |
Gross Unrealized Losses | 0 | 0 |
Fair value | 67,649 | 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 | Other | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 575 | 575 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (3) |
Fair value | $ 575 | $ 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 Inv
Investments - Equity Method Investments (Details) $ / shares in Units, $ in Thousands | Jan. 31, 2015USD ($)directorshares | May. 31, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) |
iGo, Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Value of investment | $ 4,100 | $ 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 | |||
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% | |||
Steel Excel Inc. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Impairment | $ 2,500 | |||
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 | 8,042,892 |
Investments - Additional Disclo
Investments - Additional Disclosures Related to Associated Company Financial Statements (Details) - Investments in associated companies - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Summary of balance sheet amounts: | |||||
Current assets | $ 493,200 | $ 493,200 | $ 556,571 | ||
Noncurrent assets | 71,861 | 71,861 | 160,202 | ||
Total assets | 565,061 | 565,061 | 716,773 | ||
Current liabilities | 249,784 | 249,784 | 257,559 | ||
Noncurrent liabilities | 96,734 | 96,734 | 113,217 | ||
Total liabilities | 346,518 | 346,518 | 370,776 | ||
Parent equity | 218,543 | 218,543 | 345,997 | ||
Total liabilities and equity | 565,061 | 565,061 | $ 716,773 | ||
Summary income statement amounts: | |||||
Revenue | 170,404 | $ 264,980 | 589,276 | $ 818,094 | |
Gross profit | 26,834 | 41,672 | 90,361 | 129,461 | |
Loss from continuing operations | (1,279) | (1,468) | (7,535) | (4,672) | |
Net (loss) income after noncontrolling interests | $ (1,422) | $ (1,595) | $ (2,735) | $ 3,575 |
Investments - Other Investments
Investments - Other Investments - Related Party (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Aug. 31, 2015 | Jun. 30, 2015 | Feb. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2013 | |
Equity Method Investment Summarized Financial Information, Equity [Abstract] | |||||||||
Receivable | $ 67,751 | $ 67,751 | $ 77,620 | ||||||
Steel Excel Inc. | |||||||||
Equity Method Investment Summarized Financial Information, Equity [Abstract] | |||||||||
Receivable | 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 | 937 | 937 | 21,966 | ||||||
Total liabilities | (937) | (937) | 0 | ||||||
Net Asset Value | 0 | 0 | 21,966 | ||||||
Net increase in net assets from operations | 0 | $ 1,528 | 826 | $ 4,782 | |||||
Partnership | Steel Excel Inc. | |||||||||
Equity Method Investment Summarized Financial Information, Equity [Abstract] | |||||||||
Cost method investments | 25,000 | ||||||||
Gain on investment | $ 9,300 | ||||||||
Cost method investments fair value | 34,300 | 34,300 | $ 28,600 | ||||||
Venture Capital Funds | Steel Excel Inc. | |||||||||
Equity Method Investment Summarized Financial Information, Equity [Abstract] | |||||||||
Investment in venture capital fund | $ 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) | 51.90% | ||||||||
Expected term (in years) | 2 years 5 months 12 days | ||||||||
Risk free interest rate (as a percent) | 1.37% | ||||||||
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 | 1,000 | |||||||
SPII Liquidating Trust - Series G (SPCA) | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | $ 6,913 | ||||||||
SPII Liquidating Trust - Series D (Fox and Hound) | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | $ 500 |
Fair Value Measurements Hierarc
Fair Value Measurements Hierarchy Table (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Total | $ 317,480 | $ 453,720 |
Liabilities: | ||
Total | 20,331 | 21,449 |
Marketable securities | ||
Assets: | ||
Marketable securities | 119,323 | 138,457 |
Long-term investments | ||
Assets: | ||
Long-term investments | 184,000 | 300,725 |
Investments in certain funds | ||
Assets: | ||
Investments in certain funds | 489 | 525 |
Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Precious metal and commodity inventories recorded at fair value | 12,642 | 13,249 |
Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 60 | 764 |
Foreign currency forward exchange contracts | ||
Liabilities: | ||
Financial instruments | 88 | |
Financial instruments | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 966 | |
Liabilities: | ||
Financial instruments | 20,171 | 21,311 |
Interest rate swap agreement | ||
Liabilities: | ||
Financial instruments | 72 | 138 |
Level 1 | ||
Assets: | ||
Total | 272,394 | 394,521 |
Liabilities: | ||
Total | 20,171 | 21,311 |
Level 1 | Marketable securities | ||
Assets: | ||
Marketable securities | 78,585 | 93,768 |
Level 1 | Long-term investments | ||
Assets: | ||
Long-term investments | 181,167 | 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 | 12,642 | 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 | ||
Liabilities: | ||
Financial instruments | 0 | |
Level 1 | Financial instruments | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 0 | |
Liabilities: | ||
Financial instruments | 20,171 | 21,311 |
Level 1 | Interest rate swap agreement | ||
Liabilities: | ||
Financial instruments | 0 | 0 |
Level 2 | ||
Assets: | ||
Total | 9,735 | 10,793 |
Liabilities: | ||
Total | 160 | 138 |
Level 2 | Marketable securities | ||
Assets: | ||
Marketable securities | 8,709 | 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 | 60 | 0 |
Level 2 | Foreign currency forward exchange contracts | ||
Liabilities: | ||
Financial instruments | 88 | |
Level 2 | Financial instruments | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 966 | |
Liabilities: | ||
Financial instruments | 0 | 0 |
Level 2 | Interest rate swap agreement | ||
Liabilities: | ||
Financial instruments | 72 | 138 |
Level 3 | ||
Assets: | ||
Total | 35,351 | 48,406 |
Liabilities: | ||
Total | 0 | 0 |
Level 3 | Marketable securities | ||
Assets: | ||
Marketable securities | 32,029 | 33,896 |
Level 3 | Long-term investments | ||
Assets: | ||
Long-term investments | 2,833 | 13,985 |
Level 3 | Investments in certain funds | ||
Assets: | ||
Investments in certain funds | 489 | 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 | ||
Liabilities: | ||
Financial instruments | 0 | |
Level 3 | Financial instruments | ||
Assets: | ||
Commodity contracts on precious metal and commodity inventories | 0 | |
Liabilities: | ||
Financial instruments | 0 | 0 |
Level 3 | Interest rate swap agreement | ||
Liabilities: | ||
Financial instruments | $ 0 | $ 0 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Inputs Reconciliation - Assets (Details) - Fair Value, Measurements, Recurring - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | $ 39,391 | $ 47,065 | $ 48,406 | $ 42,512 |
Purchases | 0 | 2,756 | 5,108 | 13,294 |
Sales | (1,229) | (137) | (11,736) | (6,365) |
Realized gain on sale | 0 | 0 | 0 | 129 |
Unrealized gains | 0 | 2,491 | 484 | 6,528 |
Unrealized losses | (2,811) | (1,076) | (6,911) | (4,741) |
Balance at end of period | 35,351 | 51,099 | 35,351 | 51,099 |
Investments in Associated Companies | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | 2,271 | 2,080 | 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 | 0 | 0 |
Unrealized losses | (340) | (49) | (232) | (212) |
Balance at end of period | 1,931 | 2,031 | 1,931 | 2,031 |
Other Investments - Related Party | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | 0 | 10,205 | 9,623 | 10,228 |
Purchases | 0 | 0 | 0 | 0 |
Sales | 0 | 0 | (9,985) | (1,496) |
Realized gain on sale | 0 | 0 | 0 | |
Unrealized gains | 0 | 1,307 | 484 | 2,884 |
Unrealized losses | 0 | (694) | (122) | (798) |
Balance at end of period | 0 | 10,818 | 0 | 10,818 |
ModusLink Warrants | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | 1,636 | 2,434 | 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 | (734) | (333) | (1,297) | (3,731) |
Balance at end of period | 902 | 2,101 | 902 | 2,101 |
Marketable Securities and Other | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | 35,484 | 32,346 | 34,421 | 24,209 |
Purchases | 0 | 2,756 | 5,108 | 13,294 |
Sales | (1,229) | (137) | (1,751) | (4,869) |
Realized gain on sale | 0 | 0 | 0 | 129 |
Unrealized gains | 0 | 1,184 | 0 | 3,644 |
Unrealized losses | (1,737) | 0 | (5,260) | 0 |
Balance at end of period | $ 32,518 | $ 36,149 | $ 32,518 | $ 36,149 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Impaired loan recorded investment | $ 1,612 | $ 458 |
Loans guaranteed | $ 0 | $ 4 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) € in Thousands, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015USD ($)oz | Sep. 30, 2015EUR (€) | Dec. 31, 2014USD ($) | |
Foreign Exchange Contracts and Short Sale of Securities [Member] | Not Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Derivative instruments, liabilities | $ 20,171 | $ 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 | $ 2,000 | € 2,200 | |
WebBank | |||
Derivatives, Fair Value [Line Items] | |||
Undisbursed loan commitment | 127,880 | 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 | $ 1,800 | € 11,880 |
Financial Instruments - Roll Fo
Financial Instruments - Roll Forward (Details) - Financial Instruments and Restricted Cash - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 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 | (450) | 0 |
Short sales of corporate securities | 373 | 19,512 |
Net investment (gains) losses | (1,063) | 188 |
Receipt of dividends, net of interest expense | 0 | (67) |
Balance of financial instrument liabilities and related restricted cash, end of period | $ 20,171 | $ 44,723 |
Financial Instruments - Commodi
Financial Instruments - Commodity Contracts (Details) - Commodity $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)lbozT | |
Silver, Ounces | |
Derivative [Line Items] | |
Amount | oz | 740,000 |
Notional Value | $ 11,200 |
Gold, Ounces | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Amount | oz | 900 |
Notional Value | $ 1,000 |
Copper, Pounds | |
Derivative [Line Items] | |
Notional Value | $ 700 |
Copper, Pounds | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Amount | lb | 300,000 |
Tin, Metric Tons | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Amount | T | 40 |
Notional Value | $ 600 |
Financial Instruments - Balance
Financial Instruments - Balance Sheet Location (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Commodity Contract | Designated as Hedging Instrument | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 37 | $ 667 |
Commodity Contract | Not Designated as Hedging Instrument | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 23 | 97 |
Interest rate swap agreements | Not Designated as Hedging Instrument | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative instruments, liabilities | (72) | (138) |
Foreign Exchange Forward | Designated as Hedging Instrument | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 905 | 0 |
Derivative instruments, liabilities | 61 | 0 |
Foreign Exchange Forward | Designated as Hedging Instrument | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ (88) | $ 0 |
Financial Instruments - Income
Financial Instruments - Income Statement Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | $ 1,345 | $ 3,718 | $ 2,365 | $ 2,191 |
Designated as Hedging Instrument | Commodity Contract | Cost of goods sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | 585 | 2,337 | 564 | 1,428 |
Designated as Hedging Instrument | Foreign Exchange Forward | Revenue/Cost of goods sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | 771 | 0 | 1,381 | 0 |
Designated as Hedging Instrument | Foreign Exchange Forward | Other income, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | (94) | 0 | 17 | 0 |
Not Designated as Hedging Instrument | Commodity Contract | Cost of goods sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | (69) | 52 | 209 | 25 |
Not Designated as Hedging Instrument | Commodity Contract | Realized and unrealized gain on derivatives | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | 168 | 1,320 | 273 | 854 |
Not Designated as Hedging Instrument | Interest Rate Swap | Interest expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) | $ (16) | $ 9 | $ (79) | $ (116) |
- Trade and Other Receivables (
- Trade and Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Trade accounts receivable net of allowance for doubtful accounts of $2,066 in 2015 and $2,149 in 2014 | $ 137,259 | $ 85,553 |
Other receivables | 2,090 | 1,887 |
Total | 139,349 | 87,440 |
Allowance for doubtful accounts | $ 2,066 | $ 2,149 |
Trade, Other and Loans Receiv74
Trade, Other and Loans Receivable - Loans Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 67,751 | $ 77,620 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 100.00% | 100.00% | ||||
Financing receivable, gross, current | $ 2,244 | $ 1,238 | ||||
Financing receivable, gross, non-current | 65,507 | 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 | (620) | (557) | ||||
Allowance for Notes, Loans and Financing Receivable, Current | (620) | (557) | ||||
Allowance for Notes, Loans and Financing Receivable, Noncurrent | 0 | 0 | ||||
Total loans receivable, net | 67,114 | 77,043 | ||||
Loans receivable, net, current | 1,607 | 661 | ||||
Loans receivable, net, noncurrent | 65,507 | 76,382 | ||||
Loans Receivable, Net | 160,440 | 117,346 | ||||
Loans receivable including loans held for sale of $93,134 and $40,886, respectively, net | 94,741 | 41,547 | ||||
Loans receivable, including loans held for sale, non-current | 65,507 | 76,382 | ||||
Loans held for sale | ||||||
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 93,134 | $ 40,886 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | ||||||
Financing receivable, gross, current | $ 93,134 | $ 40,886 | ||||
Financing receivable, gross, non-current | 0 | 0 | ||||
Commercial – owner occupied | ||||||
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 1,563 | $ 1,650 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 2.00% | 2.00% | ||||
Financing receivable, gross, current | $ 97 | $ 96 | ||||
Financing receivable, gross, non-current | 1,466 | 1,554 | ||||
Allowance for loan losses, total | (46) | $ (47) | (64) | $ (66) | $ (34) | $ (77) |
Commercial – other | ||||||
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 281 | $ 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 | 281 | 264 | ||||
Allowance for loan losses, total | (9) | (10) | (12) | (14) | (30) | (28) |
Total real estate loans | ||||||
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 1,844 | $ 1,914 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 3.00% | 2.00% | ||||
Financing receivable, gross, current | $ 97 | $ 96 | ||||
Financing receivable, gross, non-current | 1,747 | 1,818 | ||||
Commercial and industrial | ||||||
Receivable [Line Items] | ||||||
Financing receivable, including loans held for sale, gross, total | $ 65,907 | $ 75,706 | ||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 97.00% | 98.00% | ||||
Financing receivable, gross, current | $ 2,147 | $ 1,142 | ||||
Financing receivable, gross, non-current | 63,760 | 74,564 | ||||
Allowance for loan losses, total | $ (565) | $ (567) | $ (481) | $ (424) | $ (298) | $ (319) |
Trade, Other and Loans Receiv75
Trade, Other and Loans Receivable - Allowance for Loan and Lease Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning balance | $ 557 | |||
Ending balance | $ 620 | 620 | ||
Commercial – owner occupied | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning balance | 47 | $ 34 | 64 | $ 77 |
Charge-offs | 0 | 0 | 0 | 0 |
Recoveries | 21 | 2 | 24 | 65 |
Provision | (22) | 30 | (42) | (76) |
Ending balance | 46 | 66 | 46 | 66 |
Commercial – other | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning balance | 10 | 30 | 12 | 28 |
Charge-offs | 0 | 0 | 0 | 0 |
Recoveries | 11 | 11 | 33 | 29 |
Provision | (12) | (27) | (36) | (43) |
Ending balance | 9 | 14 | 9 | 14 |
Commercial and industrial | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning balance | 567 | 298 | 481 | 319 |
Charge-offs | 0 | 0 | 0 | (3) |
Recoveries | 33 | 27 | 45 | 41 |
Provision | (35) | 99 | 39 | 67 |
Ending balance | 565 | 424 | 565 | 424 |
Financing Receivable Loans Total | ||||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||||
Beginning balance | 624 | 362 | 557 | 424 |
Charge-offs | 0 | 0 | 0 | (3) |
Recoveries | 65 | 40 | 102 | 135 |
Provision | (69) | 102 | (39) | (52) |
Ending balance | $ 620 | $ 504 | $ 620 | $ 504 |
Trade, Other and Loans Receiv76
Trade, Other and Loans Receivable - Allowance for Loan and Lease Losses and Outstanding Loans (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Receivable [Line Items] | ||||||
Allowance for loan losses, individually evaluated for impairment | $ 79 | $ 52 | ||||
Allowance for loan losses, collectively evaluated for impairment | 541 | 505 | ||||
Allowance for loan losses, total | 620 | 557 | ||||
Outstanding loan balances, individually evaluated for impairment | 1,612 | 458 | ||||
Outstanding loan balances, collectively evaluated for impairment | 66,139 | 77,162 | ||||
Total loans | 67,751 | 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 | 46 | 64 | ||||
Allowance for loan losses, total | 46 | $ 47 | 64 | $ 66 | $ 34 | $ 77 |
Outstanding loan balances, individually evaluated for impairment | 366 | 374 | ||||
Outstanding loan balances, collectively evaluated for impairment | 1,197 | 1,276 | ||||
Total loans | 1,563 | 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 | 9 | 12 | ||||
Allowance for loan losses, total | 9 | 10 | 12 | 14 | 30 | 28 |
Outstanding loan balances, individually evaluated for impairment | 0 | 0 | ||||
Outstanding loan balances, collectively evaluated for impairment | 281 | 264 | ||||
Total loans | 281 | 264 | ||||
Commercial and industrial | ||||||
Receivable [Line Items] | ||||||
Allowance for loan losses, individually evaluated for impairment | 79 | 52 | ||||
Allowance for loan losses, collectively evaluated for impairment | 486 | 429 | ||||
Allowance for loan losses, total | 565 | $ 567 | 481 | $ 424 | $ 298 | $ 319 |
Outstanding loan balances, individually evaluated for impairment | 1,246 | 84 | ||||
Outstanding loan balances, collectively evaluated for impairment | 64,661 | 75,622 | ||||
Total loans | $ 65,907 | $ 75,706 |
Trade, Other and Loans Receiv77
Trade, Other and Loans Receivable - Nonaccrual Loans (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Narrative [Abstract] | ||
Recorded investment in accruing loans 90 days past due | $ 0 | $ 52 |
Total loans | 350 | 390 |
Commercial – owner occupied | ||
Narrative [Abstract] | ||
Recorded investment in accruing loans 90 days past due | 0 | 0 |
Total loans | 348 | 374 |
Total real estate loans | ||
Narrative [Abstract] | ||
Recorded investment in accruing loans 90 days past due | 0 | 0 |
Total loans | 348 | 374 |
Commercial and industrial | ||
Narrative [Abstract] | ||
Recorded investment in accruing loans 90 days past due | 0 | 52 |
Total loans | $ 2 | $ 16 |
Trade, Other and Loans Receiv78
Trade, Other and Loans Receivable - Past Due Loans (Accruing and Nonaccruing) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Receivable [Line Items] | ||
Current | $ 67,334 | $ 77,127 |
30-89 days past due | 67 | 52 |
Financing Receivable, Recorded Investment, More than 90 Days Past Due | 350 | 441 |
Total past due | 417 | 493 |
Total loans | 67,751 | 77,620 |
Recorded investment in accruing loans 90 days past due | 0 | 52 |
Nonaccrual loans that are current | 0 | 0 |
Guarantee by USDA or SBA | 4 | |
Commercial – owner occupied | ||
Receivable [Line Items] | ||
Current | 1,197 | 1,228 |
30-89 days past due | 18 | 49 |
Financing Receivable, Recorded Investment, More than 90 Days Past Due | 348 | 373 |
Total past due | 366 | 422 |
Total loans | 1,563 | 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 | 281 | 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 | 281 | 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 | 1,478 | 1,492 |
30-89 days past due | 18 | 49 |
Financing Receivable, Recorded Investment, More than 90 Days Past Due | 348 | 373 |
Total past due | 366 | 422 |
Total loans | 1,844 | 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 | 65,856 | 75,635 |
30-89 days past due | 49 | 3 |
Financing Receivable, Recorded Investment, More than 90 Days Past Due | 2 | 68 |
Total past due | 51 | 71 |
Total loans | 65,907 | 75,706 |
Recorded investment in accruing loans 90 days past due | 0 | 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 | Sep. 30, 2015 | Dec. 31, 2014 |
Receivable [Line Items] | ||
Total loans | $ 67,751 | $ 77,620 |
Guaranteed by USDA or SBA | 4 | |
Commercial - Owner Occupied | ||
Receivable [Line Items] | ||
Total loans | 1,563 | 1,650 |
Commercial - Other | ||
Receivable [Line Items] | ||
Total loans | 281 | 264 |
Total real estate loans | ||
Receivable [Line Items] | ||
Total loans | 1,844 | 1,914 |
Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 65,907 | 75,706 |
Pass | ||
Receivable [Line Items] | ||
Total loans | 66,139 | 75,961 |
Pass | Commercial - Owner Occupied | ||
Receivable [Line Items] | ||
Total loans | 1,197 | 1,258 |
Pass | Commercial - Other | ||
Receivable [Line Items] | ||
Total loans | 281 | 264 |
Pass | Total real estate loans | ||
Receivable [Line Items] | ||
Total loans | 1,478 | 1,522 |
Pass | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 64,661 | 74,439 |
Special Mention | ||
Receivable [Line Items] | ||
Total loans | 0 | 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 | 0 | 1,183 |
Sub- standard | ||
Receivable [Line Items] | ||
Total loans | 1,612 | 457 |
Sub- standard | Commercial - Owner Occupied | ||
Receivable [Line Items] | ||
Total loans | 366 | 373 |
Sub- standard | Commercial - Other | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Sub- standard | Total real estate loans | ||
Receivable [Line Items] | ||
Total loans | 366 | 373 |
Sub- standard | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 1,246 | 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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Receivable [Line Items] | |||||
Amount recognized | $ 24 | $ 2 | $ 65 | $ 32 | |
Unpaid principle balance | 1,703 | 1,703 | $ 623 | ||
Recorded investment with no allowance | 361 | 361 | 402 | ||
Recorded investment with allowance | 1,251 | 1,251 | 56 | ||
Total recorded investment | 1,612 | 1,612 | 458 | ||
Related Allowance | 80 | 80 | 52 | ||
Average recorded investment | 717 | 881 | |||
Guaranteed by USDA or SBA | 4 | ||||
Commercial – owner occupied | |||||
Receivable [Line Items] | |||||
Unpaid principle balance | 381 | 381 | 430 | ||
Recorded investment with no allowance | 348 | 348 | 374 | ||
Recorded investment with allowance | 18 | 18 | 0 | ||
Total recorded investment | 366 | 366 | 374 | ||
Related Allowance | 1 | 1 | 0 | ||
Average recorded investment | 373 | 750 | |||
Total real estate loans | |||||
Receivable [Line Items] | |||||
Unpaid principle balance | 381 | 381 | 430 | ||
Recorded investment with no allowance | 348 | 348 | 374 | ||
Recorded investment with allowance | 18 | 18 | 0 | ||
Total recorded investment | 366 | 366 | 374 | ||
Related Allowance | 1 | 1 | 0 | ||
Average recorded investment | 373 | 750 | |||
Commercial and industrial | |||||
Receivable [Line Items] | |||||
Unpaid principle balance | 1,322 | 1,322 | 193 | ||
Recorded investment with no allowance | 13 | 13 | 28 | ||
Recorded investment with allowance | 1,233 | 1,233 | 56 | ||
Total recorded investment | 1,246 | 1,246 | 84 | ||
Related Allowance | $ 79 | 79 | 52 | ||
Average recorded investment | $ 344 | $ 131 |
Inventories, Net - Summary of I
Inventories, Net - Summary of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 41,501 | $ 24,424 |
In-process | 23,006 | 10,310 |
Raw materials | 31,342 | 12,346 |
Fine and fabricated precious metal in various stages of completion | 16,743 | 17,094 |
Inventory, before LIFO reserve | 112,592 | 64,174 |
LIFO reserve | (91) | (90) |
Inventory, Net | $ 112,501 | $ 64,084 |
Inventories, Net - Narrative (D
Inventories, Net - Narrative (Details) $ in Thousands | Sep. 30, 2015USD ($)oz | Dec. 31, 2014oz |
Inventory [Line Items] | ||
Customer metal, ounces of silver | 160,520 | 191,217 |
Customer metal, ounces of gold | 531 | 518 |
Customer metal, ounces of palladium | 1,462 | 1,392 |
Handy & Harman Ltd. (HNH) | JPS Industries, Inc. | ||
Inventory [Line Items] | ||
Inventories | $ | $ 27,500 |
Inventories, Net - Supplemental
Inventories, Net - Supplemental Inventory Information (Details) $ in Thousands | Sep. 30, 2015USD ($)$ / oz | Dec. 31, 2014USD ($)$ / oz |
Inventory Disclosure [Abstract] | ||
Precious metals stated at LIFO cost | $ | $ 4,769 | $ 4,839 |
Precious metals stated under non-LIFO cost methods, primarily at fair value | $ | $ 11,882 | $ 12,165 |
Market value per ounce, Silver (in dollars per ounce) | 15.13 | 15.75 |
Market value per ounce, Gold (in dollars per ounce) | 1,146.65 | 1,199.25 |
Market value per ounce, Palladium (in dollars per ounce) | 672 | 798 |
Property, Plant and Equipment84
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 362,086 | $ 362,086 | $ 262,359 | ||
Accumulated depreciation and amortization | (99,664) | (99,664) | (78,045) | ||
Property, plant and equipment, net | 262,422 | 262,422 | 184,314 | ||
Depreciation [Abstract] | |||||
Depreciation | 9,429 | $ 5,981 | 22,607 | $ 18,263 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 22,243 | 22,243 | 9,523 | ||
Buildings and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 61,753 | 61,753 | 53,742 | ||
Machinery, equipment and other | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 265,864 | 265,864 | 194,356 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 12,226 | $ 12,226 | $ 4,738 |
Goodwill and Other Intangible85
Goodwill and Other Intangibles, Net - Reconciliation (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | |||
Gross Goodwill | $ 176,149 | $ 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 | 85,204 | 0 | |
Impairment | 0 | (41,450) | |
Currency translation adjustment | 0 | (37) | |
Other adjustments | (225) | 76 | |
Balance at end of year | 130,930 | 45,951 | |
Diversified | |||
Goodwill [Line Items] | |||
Gross Goodwill | 111,278 | 26,299 | 26,260 |
Accumulated impairments | 0 | 0 | 0 |
Goodwill [Roll Forward] | |||
Balance at beginning of year | 26,299 | 26,260 | |
Acquisitions | 85,204 | 0 | |
Impairment | 0 | 0 | |
Currency translation adjustment | 0 | (37) | |
Other adjustments | (225) | 76 | |
Balance at end of year | 111,278 | 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 | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 200,135 | $ 200,135 | $ 161,954 | ||
Accumulated Amortization | 55,184 | 55,184 | 43,404 | ||
Net | 144,951 | 144,951 | 118,550 | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | |||||
Trademarks with indefinite lives | 8,020 | 8,020 | 8,020 | ||
Amortization expense | 4,512 | $ 3,426 | 11,864 | $ 10,303 | |
Amortization expense, remainder of year | 401 | 401 | |||
Amortization expense, 2016 | 1,502 | 1,502 | |||
Amortization expense, 2017 | 1,402 | 1,402 | |||
Amortization expense, 2018 | 1,402 | 1,402 | |||
Amortization expense, 2019 | 1,302 | 1,302 | |||
Amortization expense, thereafter | 7,806 | 7,806 | |||
Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 136,203 | 136,203 | 113,952 | ||
Accumulated Amortization | 38,094 | 38,094 | 29,726 | ||
Net | 98,109 | 98,109 | 84,226 | ||
Trademarks | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 38,395 | 38,395 | 28,803 | ||
Accumulated Amortization | 7,657 | 7,657 | 5,856 | ||
Net | 30,738 | 30,738 | 22,947 | ||
Patents and technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 16,941 | 16,941 | 16,773 | ||
Accumulated Amortization | 7,058 | 7,058 | 6,023 | ||
Net | 9,883 | 9,883 | 10,750 | ||
Other | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 8,596 | 8,596 | 2,426 | ||
Accumulated Amortization | 2,375 | 2,375 | 1,799 | ||
Net | $ 6,221 | $ 6,221 | $ 627 |
Bank Deposits - Time and Money
Bank Deposits - Time and Money Market (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Time deposits year of maturity: | ||
2,015 | $ 11,690 | $ 27,001 |
2,016 | 64,829 | 50,386 |
2,017 | 38,693 | 26,671 |
2,018 | 27,946 | 0 |
Total time deposits | 143,158 | 104,058 |
Money market deposits | 70,960 | 60,802 |
Total deposits | 214,118 | 164,860 |
Deposits [Abstract] | ||
Current | 133,205 | 87,804 |
Long-term | 80,913 | 77,056 |
Time Deposits [Abstract] | ||
Time deposit accounts under $100 | 115,533 | 86,274 |
Time deposit accounts $100 and over | 27,625 | 17,784 |
Fair value of deposits | $ 214,798 | $ 165,381 |
Related Party Transactions - Ma
Related Party Transactions - Management Agreement (Details) - SP General Services LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Management fee percentage, quarterly 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 | $ 448 | $ 792 | $ 1,903 | $ 2,137 | |
Deferred fees payable to related party | 529 | 529 | $ 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 | $ 2,148 | $ 2,134 | $ 6,188 | $ 6,703 |
Related Party Transactions - Co
Related Party Transactions - Corporate Services (Details) - Management Fee $ in Thousands | 9 Months Ended |
Sep. 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 - Mu
Related Party Transactions - Mutual Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Mutual Services | ||||
Related Party Transaction [Line Items] | ||||
Services fees and reimbursable expenses | $ 75 | $ 81 | $ 169 | $ 311 |
Related Party Transactions - Ot
Related Party Transactions - Other (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Collateral held for investment | $ 34,280 | ||||
Deposits | $ 214,118 | $ 214,118 | 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 | 241 | $ 241 | 720 | $ 687 | |
Deferred fees payable to related party | 0 | 0 | 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 | 4,592 | 4,592 | 12,391 | ||
WebBank | Related Parties | |||||
Related Party Transaction [Line Items] | |||||
Deposits | 6,647 | 6,647 | $ 14,875 | ||
Interest Income, Deposits with Financial Institutions | 13 | 28 | 50 | 81 | |
Consolidation, Elimination, WebBank | Related Parties | |||||
Related Party Transaction [Line Items] | |||||
Interest Income, Deposits with Financial Institutions | $ 8 | $ 25 | $ 41 | $ 70 | |
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 ($) | Sep. 30, 2015 | Dec. 31, 2014 | Aug. 05, 2014 | Aug. 04, 2014 |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Short-term debt | $ 1,440,000 | $ 602,000 | ||
Less portion due within one year | 14,847,000 | 19,592,000 | ||
Long-term debt | 276,714,000 | 296,282,000 | ||
Total debt | 293,001,000 | 316,476,000 | ||
Current portion of capital lease | 85,000 | 486,000 | ||
Long-term portion of capital lease | 147,000 | 288,000 | ||
Capital lease facility | 232,000 | 774,000 | ||
CoSine Communications, Inc. (CoSine) | Foreign Debt | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Short-term debt | 834,000 | 0 | ||
HNH | Foreign Debt | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Short-term debt | 606,000 | 602,000 | ||
Parent Company | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | 291,561,000 | 315,874,000 | ||
Less portion due within one year | 14,847,000 | 19,592,000 | ||
Long-term debt | 276,714,000 | 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 | 2,775,000 | 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 | 23,047,000 | 0 | ||
Loans Payable | Steel Excel Inc. | Senior Notes | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | 69,375,000 | 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 | 121,166,000 | 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 | 66,126,000 | 33,788,000 | ||
Other Domestic Debt | Parent Company | ||||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||||
Total - Long-term debt - non - related parties | 7,750,000 | 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 | $ 1,322,000 | $ 1,412,000 |
Long-term Debt and Capital Le93
Long-term Debt and Capital Lease Obligations - SPLP Credit Facility (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2015 | Apr. 30, 2014 | |
London Interbank Offered Rate (LIBOR) | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.625% | ||
Description of variable rate basis | LIBOR | ||
Base Rate | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.625% | ||
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 | ||
Weighted average rate (as a percent) | 1.98% | ||
Outstanding amount on letter of credit | $ 893,000 | ||
PNC Bank, National Association | Line of Credit | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 105,000,000 | ||
Collateral pledged | 420,000,000 | ||
CoSine Communications, Inc. (CoSine) | Line of Credit | Line of Credit | |||
Debt Instrument [Line Items] | |||
Amount outstanding | $ 37,000,000 | ||
Minimum | PNC Bank, National Association | Line of Credit | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Maximum | PNC Bank, National Association | Line of Credit | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.625% |
Long-term Debt and Capital Le94
Long-term Debt and Capital Lease Obligations - HNH Senior Credit Facility (Details) - USD ($) | Oct. 05, 2015 | Aug. 05, 2014 | Sep. 30, 2015 | Jan. 22, 2015 | Dec. 31, 2014 | Aug. 29, 2014 | Aug. 04, 2014 | Jun. 03, 2014 | Feb. 28, 2013 |
HNH | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt | $ 5,400,000 | ||||||||
Extinguishment of debt | 700,000 | ||||||||
Periodic payment | $ 400,000 | ||||||||
Period payments duration | 5 years | ||||||||
Final payment | $ 3,600,000 | ||||||||
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 | $ 121,166,000 | $ 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 | $ 505,000,000 | ||||||||
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) | 1.99% | ||||||||
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 | $ 161,700,000 | ||||||||
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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 2,347,000 | $ 3,337,000 | $ 6,520,000 | $ 8,300,000 |
Steel Excel Inc. | Energy Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 600,000 | $ 800,000 | $ 1,800,000 | $ 2,400,000 |
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 | $ 69,400,000 | $ 69,400,000 | ||
Assets pledged as collateral | 176,395,000 | 176,395,000 | ||
Quarterly maturities | 3,300,000 | 3,300,000 | ||
2,015 | 3,304,000 | 3,304,000 | ||
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) - Revolving Credit Facility - CoSine Communications, Inc. and API Group plc $ in Thousands | Sep. 30, 2015USD ($) | Sep. 30, 2015GBP (£) |
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 4.30% | 4.30% |
HSBC Bank plc | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 20,528 | £ 13,500,000 |
Remaining borrowing capacity | $ 20,528 | |
Interest rate (as a percent) | 2.60% | 2.60% |
HSBC | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 8,500 | |
Remaining borrowing capacity | $ 3,961 | |
Interest rate (as a percent) | 3.20% | 3.20% |
Wells Fargo Bank | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 1,333 |
Pension Benefit Plans - Compone
Pension Benefit Plans - Components of Pension Expense and Other Postretirement Benefit Expense(Details) - HNH - Pension Plans, Defined Benefit - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Benefit Plans Disclosure [Line Items] | ||||
Service cost | $ 9 | $ 0 | $ 9 | $ 0 |
Interest cost | 6,404 | 4,893 | 16,828 | 15,389 |
Expected return on plan assets | (7,520) | (6,017) | (19,550) | (18,117) |
Administrative costs / investment management fees | 315 | 0 | 504 | 0 |
Amortization of actuarial loss | 1,482 | 253 | 4,672 | 1,407 |
Total | $ 690 | $ (871) | $ 2,463 | $ (1,321) |
Pension Benefit Plans - Narrati
Pension Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 02, 2015 | Dec. 31, 2014 | |
Defined Benefit Plans Disclosure [Line Items] | |||||||
Accrued pension liability | $ 248,819 | $ 248,819 | $ 208,390 | ||||
HNH | Pension Plans, Defined Benefit | |||||||
Defined Benefit Plans Disclosure [Line Items] | |||||||
Periodic benefit cost | (690) | $ 871 | (2,463) | $ 1,321 | |||
Defined Benefit Plan, Estimated Future Employer Contributions [Abstract] | |||||||
2,015 | 3,000 | ||||||
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 | $ 400 | $ 1,400 | $ 1,300 | |||
HNH | JPS Industries, Inc. | Pension Plans, Defined Benefit | |||||||
Defined Benefit Plans Disclosure [Line Items] | |||||||
Projected obligation | $ 119,500 | ||||||
Plan assets | $ 87,300 | ||||||
Periodic benefit cost | $ 500 | ||||||
Discount rate | 4.10% | ||||||
Expected return on plan assets | 7.00% | ||||||
JPS Industries, Inc. | Pension Plans, Defined Benefit | |||||||
Defined Benefit Plans Disclosure [Line Items] | |||||||
Accrued pension liability | $ 31,300 | $ 31,300 | |||||
Defined Benefit Plan, Estimated Future Employer Contributions [Abstract] | |||||||
2,017 | 5,600 | ||||||
2,018 | 5,200 | ||||||
2,019 | $ 3,700 | ||||||
WHX CS Corp. | Pension Plans, Defined Benefit | |||||||
Defined Benefit Plans Disclosure [Line Items] | |||||||
Amortization period | 20 years | ||||||
API Group plc (API) | Pension Plans, Defined Benefit | |||||||
Defined Benefit Plan, Estimated Future Employer Contributions [Abstract] | |||||||
Estimated future annual contributions until 2021 | $ 1,064 |
Capital and Accumulated Other99
Capital and Accumulated Other Comprehensive (Loss) Income - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 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) | 27,116,615 | 27,116,615 | 27,566,200 | ||||
Units issued and vesting of restricted units | $ 2,176,000 | ||||||
Vesting period (in years) | 3 years | ||||||
Incentive units granted, percentage of outstanding common units (as a percent) | 100.00% | ||||||
Unit option plan expense | $ 1,040,000 | $ 0 | $ 0 | $ 0 | |||
Class A | |||||||
Class of Stock [Line Items] | |||||||
Common units outstanding (in shares) | 27,116,615 | 27,116,615 | |||||
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 | $ 5,000,000 | ||||||
Treasury stock (in shares) | 262,073 | 262,073 | |||||
Treasury stock repurchased | $ 4,488,000 | ||||||
Common Unit | |||||||
Class of Stock [Line Items] | |||||||
Units repurchased during the period (shares) | 488,544 | ||||||
Units repurchased during the period | $ 8,537,000 | ||||||
Director | Steel Partners II, L.P. | Restricted Common Units | |||||||
Class of Stock [Line Items] | |||||||
Units issued and vesting of restricted units | 75,000 | ||||||
Director | Steel Partners II, L.P. | Common Unit | |||||||
Class of Stock [Line Items] | |||||||
Stock issued net of forfeitures | 635,000 | ||||||
Common units issuance expense | $ 125,000 | $ 125,000 | 323,000 | $ 323,000 | |||
SP General Services LLC | Related Party Debt | |||||||
Class of Stock [Line Items] | |||||||
Shares issued | $ 1,800,000 |
Capital and Accumulated Othe100
Capital and Accumulated Other Comprehensive (Loss) Income - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of year | $ 664,106 | |||
Other comprehensive income | $ 27,604 | $ 10,140 | 27,465 | $ (1,737) |
Balance at end of year | 739,746 | 739,746 | ||
Other Comprehensive Income (Loss), Tax | (2,656) | |||
Reclassification From Accumulated Other Comprehensive Income, Current Period, Tax | 3,694 | |||
Other comprehensive income | 27,604 | $ 10,140 | 27,465 | $ (1,737) |
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 | (8,249) | |||
Reclassifications, net of tax | (23,068) | |||
Other comprehensive income | 31,317 | |||
Balance at end of year | 51,820 | 51,820 | ||
Other comprehensive income | 31,317 | |||
Unrealized loss on derivative financial instruments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of year | 0 | |||
Current period other comprehensive loss | (794) | |||
Reclassifications, net of tax | 0 | |||
Other comprehensive income | 794 | |||
Balance at end of year | (794) | (794) | ||
Other comprehensive income | 794 | |||
Unrealized loss on derivative financial instruments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Other comprehensive income | (192) | |||
Other comprehensive income | (192) | |||
Cumulative translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Balance at beginning of year | (4,691) | |||
Current period other comprehensive loss | (1,572) | |||
Reclassifications, net of tax | 0 | |||
Other comprehensive income | 1,572 | |||
Balance at end of year | (6,263) | (6,263) | ||
Other comprehensive income | 1,572 | |||
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 | (9,539) | |||
Reclassifications, net of tax | (23,068) | |||
Other comprehensive income | 32,607 | |||
Balance at end of year | $ (29,802) | (29,802) | ||
Other comprehensive income | 32,607 | |||
Unrealized gain on available-for-sale securities | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Other comprehensive income | (5,376) | |||
Other comprehensive income | (5,376) | |||
Cumulative translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Other comprehensive income | 593 | |||
Other comprehensive income | 593 | |||
Change in net pension and other benefit obligations | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Other comprehensive income | (551) | |||
Other comprehensive income | $ (551) |
Net (Loss) Income Per Common101
Net (Loss) Income Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | ||||
Net (loss) income from continuing operations | $ (14,792) | $ 18,545 | $ 13,169 | $ 21,761 |
Net loss (income) from continuing operations attributable to noncontrolling interests in consolidated entities | 4,404 | (5,820) | 9,508 | (15,575) |
Net (loss) income from continuing operations attributable to common unit holders | (10,388) | 12,725 | 22,677 | 6,186 |
Income from discontinued operations | 195 | 2,245 | 87,018 | 8,680 |
Net income from discontinued operations attributable to noncontrolling interests in consolidated entities | (1,950) | (943) | (32,828) | (3,750) |
Net (loss) income from discontinued operations attributable to common unit holders | (1,755) | 1,302 | 54,190 | 4,930 |
Net (loss) income attributable to common unitholders | $ (12,143) | $ 14,027 | $ 76,867 | $ 11,116 |
Net (loss) income per common unit - basic: (in dollars per unit) | ||||
Net (loss) income from continuing operations | $ (0.38) | $ 0.46 | $ 0.82 | $ 0.21 |
Net (loss) income from discontinued operations | (0.06) | 0.04 | 1.97 | 0.17 |
Net (loss) income attributable to common unitholders | (0.44) | 0.50 | 2.79 | 0.38 |
Earnings Per Share, Diluted, Two Class Method [Abstract] | ||||
Net (loss) income from continuing operations | (0.38) | 0.46 | 0.82 | 0.21 |
Net (loss) income from discontinued operations | (0.06) | 0.04 | 1.96 | 0.17 |
Net (loss) income attributable to common unitholders | $ (0.44) | $ 0.50 | $ 2.78 | $ 0.38 |
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ||||
Weighted average common units outstanding - basic (in shares) | 27,226,589 | 27,783,417 | 27,506,890 | 29,097,773 |
Incentive units | 0 | 0 | 149,502 | 10,688 |
Unvested restricted units | 0 | 25,454 | 23,082 | 32,593 |
Denominator for net income per common unit - diluted (in shares) | 27,226,589 | 27,808,871 | 27,679,474 | 29,141,054 |
Unvested Restricted Stock Units | ||||
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ||||
Antidilutive securities excluded | 14,791 |
Segment Information - Segment D
Segment Information - Segment Description (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Diversified industrial | ||||
Segment Reporting Information [Line Items] | ||||
Management Fees Revenue | $ 2,689 | $ 2,200 | $ 7,443 | $ 6,600 |
Energy | ||||
Segment Reporting Information [Line Items] | ||||
Management Fees Revenue | 2,038 | 2,000 | 6,113 | 6,000 |
Financial services | ||||
Segment Reporting Information [Line Items] | ||||
Management Fees Revenue | $ 563 | $ 63 | $ 1,688 | $ 188 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenue: | $ 276,390 | $ 234,523 | $ 742,625 | $ 650,383 |
Income (Loss) from continuing operations before income taxes: | (1,667) | 28,752 | 37,874 | 40,879 |
Income tax provision | 13,125 | 10,207 | 24,705 | 19,118 |
Net (loss) income from continuing operations | (14,792) | 18,545 | 13,169 | 21,761 |
Total | (21,066) | 13,268 | (16,876) | (1,242) |
Diversified industrial | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 224,635 | 164,524 | 555,888 | 468,557 |
Income (Loss) from continuing operations before income taxes: | 10,424 | 37,292 | 35,846 | 62,281 |
Total | (4,184) | 20,226 | 857 | 25,630 |
Energy | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 33,480 | 58,583 | 107,975 | 155,666 |
Income (Loss) from continuing operations before income taxes: | (11,171) | 1,497 | (34,184) | 14,073 |
Total | (8,153) | (4,843) | (4,818) | (3,402) |
Financial services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 18,226 | 9,309 | 45,886 | 24,298 |
Income (Loss) from continuing operations before income taxes: | 12,716 | 6,016 | 30,539 | 15,266 |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 49 | 2,107 | 32,876 | 1,862 |
Income (Loss) from continuing operations before income taxes: | (13,636) | (16,053) | 5,673 | (50,741) |
Total | $ (8,729) | $ (2,115) | $ (12,915) | $ (23,470) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Income tax provision | $ 13,125 | $ 10,207 | $ 24,705 | $ 19,118 |
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 | Sep. 30, 2015 | Dec. 31, 2014 |
Total Capital (to risk-weighted assets) | ||
Actual | $ 54,357 | $ 42,861 |
For capital adequacy purposes | 19,377 | 13,720 |
To be well capitalized under prompt corrective provisions | 24,222 | 17,150 |
Tier 1 Capital (to risk-weighted assets) | ||
Actual | 53,549 | 42,116 |
For capital adequacy purposes | 14,533 | 6,860 |
To be well capitalized under prompt corrective provisions | 19,377 | 10,290 |
Tier 1 Capital (to average assets) | ||
Actual | 53,549 | 42,116 |
For capital adequacy purposes | 10,460 | 8,627 |
To be well capitalized under prompt corrective provisions | $ 13,074 | $ 10,784 |
Risk Based Ratios (as a percent) | ||
Total Capital (to risk-weighted assets) Actual | 22.44% | 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 | 22.11% | 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 | 20.48% | 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 | $ 53,549 | |
Common Equity Tie One Capital To Average Assets | 22.11% | |
Common Equity Tier One Capital Required For Capital Adequacy | $ 10,900 | |
Common Equity Tier One Capital Required For Capital Adequacy To Average Assets | 4.50% | |
Common Equity Tier One Capital Required To Be Well Capitalized | $ 15,744 | |
Common Equity Tier One Capital Required To Be Well Capitalized To Average Assets | 6.50% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015USD ($)claimdefendant | Dec. 31, 2014USD ($)claim | |
Loss Contingencies [Line Items] | ||
Accrual for environmental matters | $ 3,222 | $ 3,822 |
Handy & Harman Ltd. (HNH) | ||
Loss Contingencies [Line Items] | ||
Accrual for environmental matters | 1,800 | |
Insurance Settlements Receivable | 2,800 | $ 3,100 |
HHEM | ||
Loss Contingencies [Line Items] | ||
Accrual for environmental matters | $ 100 | |
BNS Subsidiary | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Total Claims (in number of claims) | claim | 1,346,000 | 1,326,000 |
Claims, litigation matters (in number of claims) | claim | 156,000 | 218,000 |
Number of claims, dismissed, settled or granted summary judgement and closed (in claims) | claim | 1,190,000 | 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 |
Accrual relating to open and active claims | $ 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% | |
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% | |
Costs | Hhem and HandH | ||
Loss Contingencies [Line Items] | ||
Investigation and remediation costs | $ 4,800 | |
Ownership responsibility for site investigation and remediation costs percentage allocation | 25.00% | |
Accrual for Environmental Loss Contingencies, Payments | $ 1,000 | |
Costs | HHEM | ||
Loss Contingencies [Line Items] | ||
Investigation and remediation costs | 1,600 | |
Sold Parcel | ||
Loss Contingencies [Line Items] | ||
Environmental Exit Costs, Anticipated Cost | $ 100 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - DGT - Subsequent Event | Oct. 28, 2015$ / sharesshares |
Subsequent Event [Line Items] | |
Number of shares required to participate in stock split | 100,000 |
Reverse stock split ratio | 0.00001 |
Right to receive cash ($ per share) | $ / shares | $ 18.30 |