Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 06, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | STEEL PARTNERS HOLDINGS L.P. | |
Entity Central Index Key | 0001452857 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 24,927,560 |
Consolidated Balance Sheets (un
Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 395,822 | $ 139,467 |
Marketable securities | 123 | 220 |
Trade and other receivables - net of allowance for doubtful accounts of $3,041 and $2,512, respectively | 196,490 | 175,043 |
Receivables from related parties | 2,772 | 2,221 |
Loans receivable, including loans held for sale of $68,756 and $225,013, respectively, net | 380,909 | 546,908 |
Inventories, net | 153,088 | 151,641 |
Prepaid expenses and other current assets | 29,818 | 33,689 |
Assets of discontinued operations | 0 | 41,012 |
Total current assets | 1,159,022 | 1,090,201 |
Long-term loans receivable, net | 189,267 | 196,145 |
Goodwill | 151,921 | 149,626 |
Other intangible assets, net | 153,749 | 158,593 |
Deferred tax assets | 96,000 | 88,645 |
Other non-current assets | 58,027 | 70,616 |
Property, plant and equipment, net | 245,691 | 250,225 |
Operating lease right-of-use assets | 33,487 | 34,324 |
Long-term investments | 220,832 | 275,836 |
Assets of discontinued operations | 0 | 18,143 |
Total Assets | 2,307,996 | 2,332,354 |
Current liabilities: | ||
Accounts payable | 103,462 | 85,817 |
Accrued liabilities | 80,377 | 114,941 |
Deposits | 513,457 | 615,495 |
Payables to related parties | 1,032 | 481 |
Short-term debt | 591 | 1,800 |
Current portion of long-term debt | 14,135 | 14,208 |
Current portion of preferred unit liability | 0 | 39,782 |
Other current liabilities | 89,295 | 42,041 |
Liabilities of discontinued operations | 0 | 21,256 |
Total current liabilities | 802,349 | 935,821 |
Long-term deposits | 155,434 | 139,222 |
Long-term debt | 550,681 | 322,081 |
Preferred unit liability | 143,347 | 144,247 |
Accrued pension liabilities | 182,666 | 183,228 |
Deferred tax liabilities | 3,614 | 2,497 |
Long-term operating lease liabilities | 26,156 | 26,458 |
Other non-current liabilities | 14,230 | 14,556 |
Liabilities of discontinued operations | 0 | 87,825 |
Total Liabilities | 1,878,477 | 1,855,935 |
Commitments and Contingencies | ||
Capital: | ||
Partners' capital common units: 25,013,274 and 25,023,128 issued and outstanding (after deducting 12,647,864 and 12,647,864 units held in treasury, at cost of $198,781 and $198,781), respectively | 602,400 | 664,035 |
Accumulated other comprehensive loss | (176,877) | (191,422) |
Total Partners' Capital | 425,523 | 472,613 |
Noncontrolling interests in consolidated entities | 3,996 | 3,806 |
Total Capital | 429,519 | 476,419 |
Total Liabilities and Capital | $ 2,307,996 | $ 2,332,354 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,041 | $ 2,512 |
Loans held for sale | $ 68,756 | $ 225,013 |
Common units issued (in shares) | 25,013,274 | 25,023,128 |
Common units outstanding (in shares) | 25,013,274 | 25,023,128 |
Common units held in treasury (in shares) | 12,647,864 | 12,647,864 |
Common units held in treasury, at cost | $ 198,781 | $ 198,781 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Total revenue | $ 347,900 | $ 355,813 |
Costs and expenses: | ||
Cost of goods sold | 221,079 | 238,467 |
Selling, general and administrative expenses | 76,664 | 82,323 |
Asset impairment charges | 617 | 0 |
Finance interest expense | 3,434 | 3,924 |
Provision for loan losses | 26,137 | 8,470 |
Interest expense | 8,315 | 10,205 |
Realized and unrealized losses (gains) on securities, net | 18,002 | (2,109) |
Other (income) expense, net | (967) | 1,150 |
Total costs and expenses | 353,281 | 342,430 |
(Loss) income from continuing operations before income taxes and equity method investments | (5,381) | 13,383 |
Income tax (benefit) provision | (3,429) | 3,002 |
Loss (income) of associated companies, net of taxes | 34,507 | (9,381) |
Net (loss) income from continuing operations | (36,459) | 19,762 |
Loss from discontinued operations, net of taxes | (2,301) | (4,140) |
Net loss on deconsolidation of discontinued operations | (22,847) | 0 |
Loss from discontinued operations, net of taxes | (25,148) | (4,140) |
Net (loss) income | (61,607) | 15,622 |
Net (income) loss attributable to noncontrolling interests in consolidated entities (continuing operations) | (130) | 56 |
Net (loss) income attributable to common unitholders | $ (61,737) | $ 15,678 |
Net (loss) income per common unit - basic | ||
Net (loss) income from continuing operations (in dollars per share) | $ (1.46) | $ 0.80 |
Net loss from discontinued operations (in dollars per share) | (1.01) | (0.17) |
Net (loss) income attributable to common unitholders (in dollars per share) | (2.47) | 0.63 |
Net (loss) income per common unit - diluted | ||
Net (loss) income from continuing operations (in dollars per share) | (1.46) | 0.58 |
Net loss from discontinued operations (in dollars per share) | (1.01) | (0.10) |
Net (loss) income attributable to common unitholders (in dollars per share) | $ (2.47) | $ 0.48 |
Weighted-average number of common units outstanding - basic (in shares) | 25,020,854 | 24,846,653 |
Weighted-average number of common units outstanding - diluted (in shares) | 25,020,854 | 39,176,909 |
Diversified industrial net sales | ||
Revenue: | ||
Total revenue | $ 262,300 | $ 280,921 |
Energy net revenue | ||
Revenue: | ||
Total revenue | 38,602 | 38,986 |
Financial services revenue | ||
Revenue: | ||
Total revenue | $ 46,998 | $ 35,906 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (61,607) | $ 15,622 |
Other comprehensive income (loss), net of taxes: | ||
Gross unrealized gains on derivative financial instruments | 0 | 518 |
Currency translation adjustments | (2,936) | 1,303 |
Other comprehensive (loss) income | (2,936) | 1,821 |
Comprehensive (loss) income | (64,543) | 17,443 |
Comprehensive (income) loss attributable to noncontrolling interests | (130) | 56 |
Comprehensive (loss) income attributable to common unitholders | $ (64,673) | $ 17,499 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Capital (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year (in shares) | 25,023,128 | |
Balance at beginning of year | $ 476,419 | $ 492,508 |
Net income (loss) | (61,607) | 15,622 |
Currency translation adjustments | (2,936) | 1,303 |
Equity compensation - restricted units | 104 | 164 |
Deconsolidation of API (see Note 3) | 17,481 | |
Other, net | $ 58 | |
Unrealized gains on derivative financial instruments | 518 | |
Purchases of SPLP common units | (6,721) | |
Balance at end of period (in shares) | 25,013,274 | |
Balance at end of year | $ 429,519 | 503,394 |
Total Partners' Capital | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | 472,613 | 488,787 |
Net income (loss) | (61,737) | 15,678 |
Currency translation adjustments | (2,936) | 1,303 |
Equity compensation - restricted units | 104 | 164 |
Deconsolidation of API (see Note 3) | 17,481 | |
Other, net | (2) | |
Unrealized gains on derivative financial instruments | 518 | |
Purchases of SPLP common units | (6,721) | |
Balance at end of year | $ 425,523 | $ 499,729 |
Common Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year (in shares) | 37,670,992 | 37,436,531 |
Equity compensation - restricted units (in shares) | (9,854) | 170,000 |
Balance at end of period (in shares) | 37,661,138 | 37,606,531 |
Treasury Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year (in shares) | 12,647,864 | 12,142,528 |
Balance at beginning of year | $ (198,781) | $ (192,060) |
Purchases of SPLP common units (in shares) | (505,336) | |
Purchases of SPLP common units | $ (6,721) | |
Balance at end of period (in shares) | 12,647,864 | 12,647,864 |
Balance at end of year | $ (198,781) | $ (198,781) |
Partners' Capital | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | 664,035 | 666,031 |
Net income (loss) | (61,737) | 15,678 |
Equity compensation - restricted units | 104 | 164 |
Other, net | (2) | |
Purchases of SPLP common units | (6,721) | |
Balance at end of year | 602,400 | 675,152 |
Accumulated Other Comprehensive Income (Loss) | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | (191,422) | (177,244) |
Currency translation adjustments | (2,936) | 1,303 |
Deconsolidation of API (see Note 3) | 17,481 | |
Unrealized gains on derivative financial instruments | 518 | |
Balance at end of year | (176,877) | (175,423) |
Noncontrolling Interests in Consolidated Entities | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | 3,806 | 3,721 |
Net income (loss) | 130 | (56) |
Other, net | 60 | |
Balance at end of year | $ 3,996 | $ 3,665 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net (loss) income from continuing operations | $ (36,459) | $ 19,762 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Provision for loan losses | 26,137 | 8,470 |
Loss (income) of associated companies, net of taxes | 34,507 | (9,381) |
Realized and unrealized losses (gains) on securities, net | 18,002 | (2,109) |
Derivative gains on economic interests in loans | (2,980) | (2,886) |
Deferred income taxes | (4,627) | 654 |
Depreciation and amortization | 16,235 | 16,231 |
Non-cash lease expense | 2,285 | 2,864 |
Equity-based compensation | 206 | 164 |
Asset impairment charges | 617 | 0 |
Other | 47 | 1,554 |
Net change in operating assets and liabilities: | ||
Trade and other receivables | (22,247) | (18,904) |
Inventories | (2,840) | (6,635) |
Prepaid expenses and other assets | 3,028 | (3,525) |
Accounts payable, accrued and other liabilities | (22,122) | 13,364 |
Net decrease in loans held for sale | 156,257 | 18,313 |
Net cash provided by operating activities - continuing operations | 166,046 | 37,936 |
Net cash used in operating activities - discontinued operations | (1,391) | (1,260) |
Total cash provided by operating activities | 164,655 | 36,676 |
Cash flows from investing activities: | ||
Purchases of investments | (4,925) | (39,354) |
Proceeds from sales of investments | 1,191 | 0 |
Proceeds from maturities of investments | 15,739 | 30,415 |
Loan originations, net of collections | (10,398) | (61,639) |
Purchases of property, plant and equipment | (6,994) | (6,657) |
Proceeds from sales of assets | 452 | 100 |
Acquisitions | (3,500) | 0 |
Other | 0 | 33 |
Net cash used in investing activities - continuing operations | (8,435) | (77,102) |
Net cash used in investing activities - discontinued operations | 0 | (664) |
Net cash used in investing activities | (8,435) | (77,766) |
Cash flows from financing activities: | ||
Net revolver borrowings | 230,300 | 5,382 |
Net (repayments) borrowings of term loans | (2,846) | |
Net (repayments) borrowings of term loans | 259 | |
Purchases of the Company's common units | 0 | (6,721) |
Redemption of SPLP preferred units | (40,000) | 0 |
Deferred finance charges | (1,474) | (815) |
Net decrease in deposits | (85,826) | (73,302) |
Other | 0 | (5,708) |
Net cash provided by (used in) financing activities - continuing operations | 100,154 | (80,905) |
Net cash provided by financing activities - discontinued operations | 0 | 240 |
Net cash provided by (used in) financing activities | 100,154 | (80,665) |
Net change for the period | 256,374 | (121,755) |
Effect of exchange rate changes on cash and cash equivalents | (19) | 830 |
Cash, cash equivalents and restricted cash at beginning of period | 139,467 | 347,318 |
Cash, cash equivalents and restricted cash at end of period | $ 395,822 | $ 226,393 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
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 "Company") is a diversified global holding company that engages in multiple businesses through consolidated subsidiaries and other interests. It owns and operates businesses and has significant interests in various companies, including diversified industrial products, energy, defense, supply chain management and logistics, direct marketing, banking and youth sports. 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 18 - " 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 ("Manager"), pursuant to the terms of an amended and restated management agreement ("Management Agreement") discussed in further detail in Note 17 - " Related Party Transactions ." Risks and Uncertainties In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The spread of the outbreak has caused significant disruptions in the U.S. and global economies and economists expect the impact will be significant during the remainder of 2020. The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The Company continues to evaluate the global risks and the slowdown in business activity related to COVID-19, including the potential impacts on its employees, customers, suppliers and financial results. As the situation surrounding COVID-19 remains fluid, it is expected to have a negative impact to the Company, however it is difficult to predict the duration of the pandemic and its impact on the Company's business, operations, financial condition and cash flows. There is no certainty that federal, state or local regulations regarding safety measures to address the spread of COVID-19 will not adversely impact the Company's operations. The Company has initiated cost reduction actions, including deferral of management and board fees, hiring freezes, employee furloughs, staffing and force reductions, salary reductions, bonus payment deferrals and 401(k) match suspension to help mitigate the financial impact of the COVID-19 pandemic. The Company has also frozen all discretionary spend, implemented strict approvals for capital expenditures and is aggressively managing working capital. The Company will evaluate further actions if circumstances warrant. While the COVID-19 pandemic did not have a material adverse effect on our consolidated financial results for the first quarter, we anticipate the impact of the rapid deterioration of the U.S and global economies will most likely continue and have an adverse impact on our business through the second quarter. The severity of the impact of the COVID-19 pandemic on the Company's business in the remaining quarters of 2020 will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic, and the extent and severity of the impact on the Company's customers and suppliers, all of which are uncertain and cannot be predicted. The Company's future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operations challenges faced by its customers. As of the date of issuance of these consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity or results of operations is uncertain. See Note 21 - " Subsequent Events " for further COVID-19 related discussion. Basis of Presentation The accompanying unaudited consolidated financial statements as of March 31, 2020 and for the three month periods ended March 31, 2020 and 2019 , which have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods, include the accounts of the Company and its consolidated subsidiaries. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been reflected herein. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the operating results for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements on Form 10-K for the year ended December 31, 2019 , from which the consolidated balance sheet as of December 31, 2019 has been derived. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), but is not required for interim reporting purposes, has been condensed or omitted. Management must make estimates and assumptions that affect the consolidated financial statements and the related footnote disclosures. While management uses its best judgment, actual results may differ from those estimates. Certain reclassifications have been made to the prior period financial statements and notes to conform to the current period presentation. On January 31, 2020, the Company announced that API Group Limited and certain of its affiliates commenced administration proceedings in the United Kingdom. The purpose of the administration proceedings is to facilitate an orderly sale or wind-down of its United Kingdom operations, which include API Laminates Limited and API Foils Holdings Limited. In the United States, API Americas Inc. voluntarily filed for Chapter 11 proceedings in Bankruptcy Court on February 2, 2020, in order to facilitate the sale or liquidation of its U.S. assets. The API entities (collectively, "API") were wholly-owned subsidiaries of the Company and were included in the Diversified Industrial segment. The Company deconsolidated API on January 31, 2020 as it no longer held a controlling financial interest as of that date. The results of API's operations are included in Discontinued operations in the accompanying statement of operations. The assets and liabilities of API as of December 31, 2019, prior to their deconsolidation, are included in Assets and Liabilities of discontinued operations, respectively, in the accompanying consolidated balance sheet. All amounts associated with API have been removed from the Company's financial statements and footnotes, and reported in discontinued operations. All references made to financial data in this Quarterly Report on Form 10-Q are to the Company's continuing operations, unless specifically noted. See Note 3 - " Discontinued Operations " for additional information. Adoption of New Accounting Standards In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. ("ASU") 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements. The Company adopted ASU 2018-13 on January 1, 2020. Because ASU 2018-13 affects disclosure only, the adoption of this standard did not have a material impact on the Company's consolidated financial statements. Accounting Standards Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. ASU 2019-05 provides entities with an option to irrevocably elect the fair value option, applied on an instrument-by-instrument basis for eligible instruments, that are within the scope of Subtopic 326-20, upon the adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. The new standards were to be effective for the Company's 2020 fiscal year with early adoption permitted for all entities in fiscal years beginning after December 15, 2018. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates . This new standard amended the effective date of Topic 326 for smaller reporting companies until January 1, 2023. A company's determination about whether it is eligible to be a smaller reporting company is based on its most recent determination as of November 15, 2019, in accordance with SEC regulations. As of this date, the Company met the SEC definition of a smaller reporting company. Therefore, the Company will not be required to adopt Topic 326 until January 1, 2023. The Company is currently evaluating the potential impact of this new guidance; however, it expects that it could have a significant impact on the Company's allowance for loan losses ("ALLL"). In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 modifies the disclosure requirements for employers that sponsor defined benefit pension and other post-retirement plans. The amendments in ASU 2018-14 are effective for the Company's 2021 fiscal year. Because ASU 2018-14 affects disclosure only, management does not expect that the adoption of this standard will have a material impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 removes specific exceptions to the general principles in Topic 740 in order to reduce the complexity of its application. ASU 2019-12 also improves consistency and simplifies existing guidance by clarifying and amending certain specific areas of Topic 740. The amendments in ASU 2019-12 are effective for the Company's 2021 fiscal year although early adoption is permitted. The Company is currently evaluating the potential impact of this new guidance. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. ASU 2020-01 clarifies the interaction between accounting standards related to equity securities, equity method investments and certain derivatives, and is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. The amendments in ASU 2020-01 are effective for the Company's 2021 fiscal year, including interim periods. The Company is currently evaluating the potential impact of this new guidance, but management does not expect that the adoption of this standard will have a material impact on the Company's consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 is intended to provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate, known as LIBOR, or by another reference rate expected to be discontinued. This guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | REVENUES Disaggregation of Revenues Revenues are disaggregated at the Company's segment level since the segment categories depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. For additional details related to the Company's reportable segments, see Note 18 - " Segment Information ." The following table presents the Company's revenues disaggregated by geography for the three months ended March 31, 2020 and 2019 . The Company's revenues are primarily derived domestically. Foreign revenues are based on the country in which the legal subsidiary generating the revenue is domiciled. Revenue from any single foreign country was not material to the Company's consolidated financial statements. Three Months Ended 2020 2019 United States $ 328,289 $ 334,218 Foreign (a) 19,611 21,595 Total revenue $ 347,900 $ 355,813 (a) For the three months ended March 31, 2020 and 2019 , foreign revenues were primarily related to the Company's Dunmore Europe GmbH business, which is domiciled in Germany. Contract Balances Differences in the timing of revenue recognition, billings and cash collections result in billed trade receivables, unbilled receivables (contract assets) and deferred revenue (contract liabilities) on the consolidated balance sheets. Contract Assets Unbilled receivables arise when the timing of billings to customers differs from the timing of revenue recognition, such as when the Company recognizes revenue over time before a customer can be billed. Contract assets are classified as Prepaid expenses and other current assets on the consolidated balance sheets. As of March 31, 2020 and December 31, 2019 , the contract asset balance was $8,069 and $10,749 , respectively. Contract Liabilities The Company records deferred revenues when cash payments are received or due in advance of the Company's performance, including amounts that are refundable, which are recorded as contract liabilities. Contract liabilities are classified as Other current liabilities on the consolidated balance sheets, based on the timing of when the Company expects to recognize revenue. As of March 31, 2020 and December 31, 2019 , the contract liability balance was $10,614 and $6,737 , respectively. The increase in the three months ended March 31, 2020 was primarily due to the deferral of revenue of $4,027 offset by the recognition of $147 of unearned revenue. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS On April 1, 2019, the Company, through its wholly-owned subsidiary, WebBank, completed the acquisition of National Partners PFco, LLC ("National Partners"), located in Denver, Colorado, for consideration of $47,725 , which includes assumed debt, including debt with a third-party that WebBank had a preexisting $10,000 participation, and is subject to a potential $1,800 earn-out based on future performance through June 30, 2020, as provided in the purchase agreement. National Partners provides commercial premium finance solutions for national insurance brokerages, independent insurance agencies and insureds in key markets throughout the United States. National Partners is included with WebBank in the Company's Financial Services segment. In connection with the acquisition, the Company recorded trade and other receivables, other intangible assets and goodwill associated with the acquisition, totaling approximately $37,195 , $2,230 and $6,515 , respectively, as well as other assets and liabilities. Other intangible assets consist of agent relationships of $1,800 and trade names of $430 . The goodwill from the acquisition consists largely of the synergies expected from combining the operations of the two businesses. The goodwill of $6,515 is expected to be deductible for income tax purposes. On January 23, 2020, the Company, through its wholly-owned subsidiary, OMG, Inc., completed the acquisition of Metallon, Inc. ("Metallon"), which is in the business of manufacturing plugs for the composite exterior deck market, for a cash purchase price of $3,500 . The assets acquired included goodwill of $2,300 , intangible assets, primarily unpatented technology, of $800 and property, plant and equipment of $400 . No liabilities or contingent consideration were included in the acquisition. Prior to the acquisition, Metallon was the exclusive supplier of plugs to OMG, Inc. for composite exterior decks, and this acquisition will provide OMG, Inc. with additional control of its supply chain, production costs and overall product margin. OMG, Inc. is included in the Company's Diversified Industrial segment. The goodwill of $2,300 is expected to be deductible for income tax purposes. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS On January 31, 2020, the Company announced that API Group Limited and certain of its affiliates commenced administration proceedings in the United Kingdom. The purpose of the administration proceedings is to facilitate an orderly sale or wind-down of its United Kingdom operations, which include API Laminates Limited and API Foils Holdings Limited. In the United States, API Americas Inc. voluntarily filed for Chapter 11 proceedings in Bankruptcy Court on February 2, 2020, in order to facilitate the sale or liquidation of its U.S. assets. The API entities were wholly-owned subsidiaries of the Company and part of the Diversified Industrial segment. The Company deconsolidated API on January 31, 2020 as it no longer held a controlling financial interest as of that date. The Company recorded a net loss on deconsolidation of $22,847 for the three months ended March 31, 2020 . The components of Net loss on deconsolidation of discontinued operations in the accompanying consolidated statement of operations are: Three Months Ended March 31, 2020 Gain upon initial deconsolidation of API $ 29,637 Loss from guarantee liability (52,484 ) Net loss on deconsolidation of API $ (22,847 ) The gain upon initial deconsolidation of $29,637 is based primarily on the Company's carrying value of API's assets, liabilities and accumulated other comprehensive loss at the time of deconsolidation. All amounts associated with API have been removed from the Company's financial statements and footnotes, and reported in discontinued operations as described herein. As of the date of deconsolidation, API held approximately $69,220 of principal loans under the Company's senior credit agreement described in Note 9 - " Debt ." Under the terms of the credit agreement, the Company and certain consolidated subsidiaries are guarantors, and accordingly, are responsible for the ultimate repayment of these loans. If the net proceeds from the sale of the assets of API are not sufficient to fully repay the loans, the Company will be responsible for any shortfall in their repayment, potentially up to their full outstanding balance. The Company recorded a guarantee liability of $52,484 as of March 31, 2020 , which represents the Company's total estimated debt repayment obligation after considering actual and estimated recoveries from the sales of API's businesses and assets. The guarantee liability is included in Other current liabilities in the accompanying consolidated balance sheet as of March 31, 2020 . The loss related to the guarantee is included in Net loss on deconsolidation of discontinued operations in the accompanying consolidated statement of operations for the three months ended March 31, 2020 . Changes in the amount of the guarantee will be recorded in Net loss on deconsolidation of discontinued operations , until the earlier of such time that the API debt has been repaid from the proceeds from the sale of API's businesses and assets or when the Company becomes the obligor of the debt upon completion of API's administration and bankruptcy proceedings, which are expected to be completed by December 31, 2020. If the Company becomes the obligor of the debt, the guarantee liability will be removed from the Company's consolidated balance sheet, and the Company will record debt at that time for the amount of the remaining outstanding debt obligation. The Company will continue to pay interest monthly on API's outstanding debt until the debt has been repaid in full. Monthly interest is approximately $200 . On February 2, 2020, the Company became obligor to API's U.S. pension plans. Accordingly, the Company retained the previously recorded API pension obligation liability of approximately $5,238 . These obligations remain recorded in Accrued pension liabilities in the accompanying consolidated balance sheet as of March 31, 2020 . The following represents the detail of Loss from discontinued operations, net of taxes in the accompanying consolidated statements of operations: Three Months Ended 2020 2019 Revenue: $ 6,388 $ 31,240 Costs and expenses: Cost of goods sold 6,085 28,294 Selling, general and administrative expenses 2,219 6,041 Other expenses, net 385 1,086 Total costs and expenses 8,689 35,421 Loss before income taxes (2,301 ) (4,181 ) Income tax benefit — 41 Net loss $ (2,301 ) $ (4,140 ) The following is a summary of the assets and liabilities of discontinued operations: Assets December 31, 2019 Current assets: Cash and cash equivalents $ 8,881 Trade and other receivables 13,367 Inventories, net 16,192 Prepaid expenses and other current assets 2,572 Total current assets 41,012 Other non-current assets 50 Property, plant and equipment, net 12,052 Operating lease right-of-use-assets 6,041 Total Assets $ 59,155 Liabilities Current liabilities: Accounts payable $ 14,027 Accrued liabilities 4,701 Short-term debt 1,397 Other current liabilities 1,131 Total current liabilities 21,256 Long-term debt 69,055 Deferred tax liabilities 1,117 Long-term operating lease liabilities 4,804 Accrued pension liabilities 12,849 Total Liabilities $ 109,081 On the date of the deconsolidation, the Company believes that API became a variable interest entity. As described above, as of this date the Company no longer held a controlling financial interest in API as it lacked significant decision-making ability. Therefore, the Company is not the primary beneficiary of API. The Company's total exposure to loss primarily relates to API's debt, and is described above. |
Loans Receivable, Including Loa
Loans Receivable, Including Loans Held For Sale | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Loans Receivable, Including Loans Held For Sale | LOANS RECEIVABLE, INCLUDING LOANS HELD FOR SALE Major classifications of loans receivable, including loans held for sale, held by WebBank, as of March 31, 2020 and December 31, 2019 are as follows: Total Current Non-current March 31, 2020 % December 31, 2019 % March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 Loans held for sale $ 68,756 $ 225,013 $ 68,756 $ 225,013 $ — $ — Commercial real estate loans $ 663 — % $ 659 — % — — 663 659 Commercial and industrial 273,035 49 % 251,349 45 % 258,689 233,510 14,346 17,839 Consumer loans 280,145 51 % 302,714 55 % 105,887 125,067 174,258 177,647 Total loans 553,843 100 % 554,722 100 % 364,576 358,577 189,267 196,145 Less: Allowance for loan losses (52,423 ) (36,682 ) (52,423 ) (36,682 ) — — Total loans receivable, net $ 501,420 $ 518,040 312,153 321,895 189,267 196,145 Loans receivable, including loans held for sale (a) $ 380,909 $ 546,908 $ 189,267 $ 196,145 (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. Loans with a carrying value of approximately $7,760 and $15,737 were pledged as collateral for potential borrowings as of March 31, 2020 and December 31, 2019 , respectively. WebBank serviced $2,892 and $2,898 in loans for others as of March 31, 2020 and December 31, 2019 , respectively. WebBank sold loans classified as loans held for sale of $5,124,275 and $5,232,586 during the three months ended March 31, 2020 and 2019 , respectively. The sold loans were derecognized from the consolidated balance sheets. Loans classified as loans held for sale primarily consist of consumer and small business loans. Amounts added to loans held for sale during the three months ended March 31, 2020 and 2019 were $4,969,689 and $5,214,272 , respectively. The reduction in volume of loans held for sale as of March 31, 2020 reflects the impact of reduced lending by WebBank's partners, beginning in March 2020, due to the economic impact of COVID-19. Such factors include WebBank's partners experiencing reduced sales volume, as well as tightening their credit policies due to the increase in the U.S. unemployment rate and other factors. This in turn has reduced the volume of loans being initiated by, and then sold by, WebBank. The ALLL represents an estimate of probable and estimable losses inherent in the loan portfolio as of the balance sheet date. 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. WebBank's ALLL increased $15,741 , or 43%, during the first quarter of 2020, primarily driven by the impact of COVID-19. WebBank is observing and anticipating significant economic disruption and loan performance deterioration associated with the COVID-19 pandemic. WebBank believes this will have a broad negative impact on the macro-economy and will cause estimated credit losses to materially differ from historical loss experience. |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | INVENTORIES, NET A summary of Inventories, net is as follows: March 31, 2020 December 31, 2019 Finished products $ 47,502 $ 48,484 In-process 35,790 30,913 Raw materials 46,958 46,440 Fine and fabricated precious metal in various stages of completion 25,393 29,202 155,643 155,039 LIFO reserve (2,555 ) (3,398 ) Total $ 153,088 $ 151,641 Fine and Fabricated Precious Metal Inventory In order to produce certain of its products, the Company purchases, maintains and utilizes precious metal inventory. The Company records certain precious metal inven tory at the lower of last-in-first-out ("LIFO") cost or market value, with any adjustments recorded through Cost of goods sold. Remaining precious metal inventory is accounted for primarily at fair value. The Company obtains certain precious metals under a fee consignment agreement with the Bank of Nova Scotia ("ScotiaBank"). As of March 31, 2020 and December 31, 2019 , the Company had approximately $ 13,910 and $6,880 , respectively, of precious metals, principally silver, under consignment with ScotiaBank, which are recorded at fair value in Inventories, net with a corresponding liability for the same amount included in Accounts payable on the Company's consolidated balance sheets. Fees charged under the consignment agreement are recorded in Interest expense in the Company's consolidated statements of operations. The Company continues to monitor the impact of COVID-19 on our customers and our inventory levels and related reserves. March 31, 2020 December 31, 2019 Supplemental inventory information: Precious metals stated at LIFO cost $ 4,954 $ 15,660 Precious metals stated under non-LIFO cost methods, primarily at fair value $ 17,884 $ 10,144 Market value per ounce: Silver $ 14.52 $ 17.86 Gold $ 1,621.58 $ 1,522.14 Palladium $ 2,283.75 $ 1,935.19 |
Goodwill and Other Intangibles,
Goodwill and Other Intangibles, Net | 3 Months Ended |
Mar. 31, 2020 | |
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 amount of goodwill by reportable segment is as follows: Diversified Industrial Energy Financial Services Corporate and Other Total Balance as of December 31, 2019 Gross goodwill $ 180,855 $ 67,143 $ 6,515 $ 81 $ 254,594 Accumulated impairments (40,178 ) (64,790 ) — — (104,968 ) Net goodwill 140,677 2,353 6,515 81 149,626 Acquisitions (a) 2,300 — — — 2,300 Currency translation adjustments (5 ) — — — (5 ) Balance as of March 31, 2020 Gross goodwill 183,150 67,143 6,515 81 256,889 Accumulated impairments (40,178 ) (64,790 ) — — (104,968 ) Net goodwill $ 142,972 $ 2,353 $ 6,515 $ 81 $ 151,921 (a) Related to the acquisition of Metallon. See Note 4 - "Acquisitions." A summary of Other intangible assets, net is as follows: March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 213,610 $ 110,348 $ 103,262 $ 216,428 $ 109,701 $ 106,727 Trademarks, trade names and brand names 51,094 18,667 32,427 51,414 18,469 32,945 Developed technology, patents and patent applications 32,012 17,610 14,402 31,984 17,176 14,808 Other 18,760 15,102 3,658 17,963 13,850 4,113 Total $ 315,476 $ 161,727 $ 153,749 $ 317,789 $ 159,196 $ 158,593 Trademarks with indefinite lives as of both March 31, 2020 and December 31, 2019 were $11,320 . Amortization expense related to intangible assets was $5,282 and $5,265 for the three months ended March 31, 2020 and 2019 , respectively. As a result of COVID-19 related declines in our youth sports business within the Energy segment, intangible assets of $617 , primarily customer relationships, were fully impaired during the quarter ended March 31, 2020 . The impairment is included in Asset impairment charges in the accompanying statement of operations for the three months ended March 31, 2020 . As of March 31, 2020, the Company reviewed its goodwill, other intangible assets and long-lived assets for indicators of impairment as a result of the impact of the COVID-19 pandemic. As a result of the COVID-19 pandemic, the Company believes that indicators of impairment were present for all these asset classes due to a general deterioration in macroeconomic conditions, reduced cash flow projections and a significant decline in the Company's market capitalization. Therefore, we assessed whether it was more likely than not that our goodwill, other intangible assets and long-lived assets were impaired as of March 31, 2020. We reviewed our previous forecasts and assumptions based on our current projections that are subject to various risks and uncertainties, including forecasted revenues, expenses and cash flows, including the duration and extent of impact to our businesses from the COVID-19 pandemic and the reduction in the Company's market capitalization. Based on our interim impairment assessment as of March 31, 2020, we have determined that our goodwill, other intangible assets, except for our youth sports related intangibles described above, and long-lived assets are not impaired. However, as a result of the COVID-19 pandemic, it is possible in future periods that further declines in market conditions, customer demand or other potential changes in operations may increase the risk that these assets are impaired. In addition, at March 31, 2020, the goodwill related to the performance materials business, within our Diversified Industrial segment, is at risk of future impairment if the fair value of this reporting unit, and its associated assets, decrease in value due to further declines in market conditions or customer demand. The goodwill related to our energy business within our Energy segment is also at risk of future impairment if the fair value of this reporting unit, and its associated assets, decrease in value due to reductions in customer demand as a result of continued or sustained declines in the price of oil. See Note 21 - " Subsequent Events " for further discussion. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS Short-Term Investments The Company's short-term investments primarily consist of its marketable securities portfolio. The classification of marketable securities as a current asset is based on the intended holding period and realizability of the investments. The investments are carried at fair value and totaled $123 and $220 as of March 31, 2020 and December 31, 2019 , respectively. Unrealized (losses) gains on short-term investments for the three months ended March 31, 2020 and 2019 totaled $(97) and $232 , respectively. Realized Gains (Losses) on Investments Proceeds from sales of equity securities were $1,191 and $0 in the three months ended March 31, 2020 and 2019 , respectively. The Company determines gains and losses from sales of equity securities based on specific identification of the securities sold. Gross realized gains and losses from sales of equity securities, which are reported as a component of Realized and unrealized losses (gains) on securities, net in the Company's consolidated statements of operations, were as follows: Three Months Ended 2020 2019 Gross realized gains $ — $ — Gross realized losses (16,352 ) — Realized losses, net $ (16,352 ) $ — Long-Term Investments The following table summarizes the Company's long-term investments as of March 31, 2020 and December 31, 2019 . Ownership % Long-Term Investments Balance (Income) Loss Recorded in the Consolidated Statements of Operations Three Months Ended March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 2020 2019 Corporate securities (a), (d) $ 167,806 $ 186,777 $ 1,553 $ (1,889 ) Collateralized debt securities 787 855 $ — $ — Steel Connect, Inc. ("STCN") convertible notes (b), (e) 8,189 11,839 $ 3,650 $ 343 STCN preferred stock (c), (e) 23,033 39,178 $ 16,145 $ (4,117 ) Equity method investments: (e) Carried at fair value: STCN common stock 29.2 % 29.4 % 13,637 26,547 $ 11,452 $ (4,539 ) Aviat Networks, Inc. ("Aviat") 12.4 % 12.4 % 5,697 9,417 $ 3,720 $ (1,068 ) Other 43.8 % 43.8 % 1,683 1,223 $ (460 ) $ — Total $ 220,832 $ 275,836 (a) Cost basis totaled $41,076 and $58,495 at March 31, 2020 and December 31, 2019 , respectively, and gross unrealized gains totaled $126,730 and $128,282 at March 31, 2020 and December 31, 2019 , respectively. Primarily includes the Company's investments in the common stock of $165,230 , or 5.0% , and $1,007 , or 2.1% , of Aerojet Rocketdyne Holdings, Inc. and Babcock & Wilcox Enterprises, Inc., respectively, as of March 31, 2020 and $180,357 , or 5.0% , and $4,989 , or 3.0% , respectively, as of December 31, 2019 . (b) Represents investment in STCN convertible notes. The convertible notes outstanding as of December 31, 2018 matured on March 1, 2019. The Company entered into a new convertible note with STCN ("New Note") on February 28, 2019, which matures on March 1, 2024. The cost basis of the New Note totaled $14,943 as of March 31, 2020 and the gross unrealized loss was $6,754 as of March 31, 2020 . The New Note is convertible into shares of STCN's common stock at an initial conversion rate of 421.2655 shares of common stock per $1,000 principal amount of the New Note (which is equivalent to an initial conversion price of approximately $2.37 per share), subject to adjustment upon the occurrence of certain events. The cost basis of the Company's investment was $14,943 as of December 31, 2019 and gross unrealized loss totaled $3,104 as of December 31, 2019 . Changes in fair value are recorded in the Company's consolidated statements of operations as the Company elected the fair value option to account for this investment. The New Notes, if converted as of March 31, 2020 , when combined with STCN common and preferred shares, also if converted, owned by the Company, would result in the Company having a direct interest of approximately 48.9 % of STCN's outstanding shares. (c) Represents investment in shares of STCN preferred stock with a cost basis of $35,634 . Each share of preferred stock can be converted into shares of STCN's common stock at an initial conversion price equal to $1.96 per share, subject to adjustment upon the occurrence of certain events. Changes in fair value are recorded in the Company's consolidated statements of operations as the Company elected the fair value option to account for this investment. (d) (Income) loss from these investments is included in Realized and unrealized losses (gains) on securities, net in the consolidated statements of operations. (e) (Income) loss from these investments is included in Loss (income) of associated companies, net of taxes in the consolidated statements of operations. The amount of unrealized gains (losses) for the three months ended March 31, 2020 and 2019 that relate to equity securities still held as of March 31, 2020 and 2019 , respectively, was as follows: Three Months Ended 2020 2019 Net (losses) gains recognized during the period on equity securities $ (18,002 ) $ 2,109 Less: Net losses recognized during the period on equity securities sold during the period (16,352 ) — Unrealized (losses) gains recognized during the period on equity securities still held at the end of the period $ (1,650 ) $ 2,109 Equity Method Investments The Company's investments in associated companies are eligible to be accounted for under the equity method of accounting; however, the Company has elected the fair value option for most of these investments. Associated companies are included in the Corporate and Other segment. Certain associated companies have a fiscal year end that differs from December 31. Additional information for SPLP's significant investments in associated companies follows: • STCN is a supply chain business process management company serving clients in markets such as consumer electronics, communications, computing, medical devices, software and retail. STCN also owns IWCO Direct Holdings, Inc., which delivers data-driven marketing solutions for its customers, including strategy, creative and execution for omnichannel marketing campaigns, along with postal logistics programs for direct mail. • Aviat designs, manufactures and sells a range of wireless networking solutions and services to mobile and fixed telephone service providers, private network operators, government agencies, transportation and utility companies, public safety agencies and broadcast system operators across the globe. The following summary balance sheet amounts are for STCN as of January 31, 2020 and July 31, 2019, respectively, and the statement of operations amounts are for the three months ended January 31, 2020 and 2019, respectively, which are both STCN's nearest corresponding fiscal quarters to the Company's fiscal quarters ended March 31, 2020 and 2019 : (Unaudited) 2020 2019 Summary of balance sheet amounts: Current assets $ 223,534 $ 213,324 Non-current assets 565,361 518,239 Total assets $ 788,895 $ 731,563 Current liabilities $ 268,113 $ 256,850 Non-current liabilities 431,786 386,835 Total liabilities 699,899 643,685 Contingently redeemable preferred stock 35,181 35,186 Equity 53,815 52,692 Total liabilities and equity $ 788,895 $ 731,563 Three Months Ended (Unaudited) 2020 2019 Summary operating results: Net revenue $ 215,452 $ 206,223 Gross profit $ 45,249 $ 37,543 Net loss $ (3,557 ) $ (11,753 ) Other Investments WebBank has held-to-maturity ("HTM") debt securities which are carried at amortized cost and included in Other non-current assets on the Company's consolidated balance sheets. The amount and contractual maturities of HTM debt securities are noted in the table below. Actual maturities may differ from expected or contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties. The securities are collateralized by unsecured consumer loans. March 31, 2020 Amortized Cost Gross Unrealized Gains (Losses) Estimated Fair Value Carrying Value Collateralized securities $ 27,025 $ (583 ) $ 26,442 $ 27,025 Contractual maturities within: One year to five years 11,079 Five years to ten years 14,092 After ten years 1,854 Total $ 27,025 December 31, 2019 Amortized Cost Gross Unrealized Gains (Losses) Estimated Fair Value Carrying Value Collateralized securities $ 37,896 $ (3 ) $ 37,893 $ 37,896 Contractual maturities within: One year to five years 23,339 Five years to ten years 12,373 After ten years 2,184 Total $ 37,896 WebBank regularly evaluates each HTM debt security whose value has declined below amortized cost to assess whether the decline in fair value is other-than-temporary. If there is an other-than-temporary impairment in the fair value of any individual security classified as HTM, WebBank writes down the security to fair value with a corresponding credit loss portion charged to earnings, and the non-credit portion charged to accumulated other comprehensive income or loss ("AOCI"). |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt consists of the following: March 31, 2020 December 31, 2019 Short term debt: Foreign $ 591 $ 1,800 Short-term debt 591 1,800 Long-term debt: Credit Agreement 559,352 330,700 Other debt - foreign 433 444 Other debt - domestic 5,031 5,145 Subtotal 564,816 336,289 Less: portion due within one year 14,135 14,208 Long-term debt 550,681 322,081 Total debt $ 565,407 $ 338,089 Long-term debt as of March 31, 2020 matures in each of the next five calendar-years as follows: Total 2020 2021 2022 2023 2024 Thereafter Long-term debt (a) $ 564,816 $ 11,588 $ 10,305 $ 542,923 $ — $ — $ — (a) As of March 31, 2020 , long term debt of $14,135 is expected to mature over the following twelve months. As of March 31, 2020 , the Company's senior credit agreement, as amended ("Credit Agreement"), includes a revolving credit facility in an aggregate principal amount not to exceed $500,000 and a $190,000 term loan. The Credit Agreement covers substantially all of the Company's subsidiaries, with the exception of WebBank, and includes a $55,000 sub-facility for swing line loans and a $50,000 sub-facility for standby letters of credit. The term loan requires quarterly amortization equating to $2,500 per quarter. Borrowings under the Credit Agreement bear interest, at the borrower's option, at annual rates of either the Base Rate or the Euro-Rate, as defined, plus an applicable margin as set forth in the Credit Agreement ( 1.25% and 2.25% , respectively, for Base Rate and Euro-Rate borrowings at March 31, 2020 ), and the Credit Agreement provides for a commitment fee to be paid on unused borrowings. The weighted average interest rate on the Credit Agreement was 3.50% at March 31, 2020 . At March 31, 2020 , letters of credit totaling $10,578 had been issued under the Credit Agreement, including $3,262 of the letters of credit guaranteeing various insurance activities, and $7,316 for environmental and other matters. The Credit Agreement permits SPLP, the parent, to fund the dividends on its preferred units and its routine corporate expenses. Upon filing the first quarter bank certification, the Company's total availability under the Credit Agreement, which is based upon earnings and certain covenants as described in the Credit Agreement, will be approximately $57,301 as of March 31, 2020 . On November 14, 2022, the Credit Agreement will expire, and all outstanding amounts will be due and payable. The Credit Agreement is gu aranteed by substantially all existing and thereafter acquired assets of the borrowers and the guarantors, as defined in the agreement, and a pledge of all of the issued and outstanding shares of capital stock of each of the borrowers' and guarantors' subsidiaries, and is fully guaranteed by the guarantors. The Credit Agreement 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 Interest Coverage, as defined. The Company was in compliance with all financial covenants as of March 31, 2020 . On March 16, 2020 and March 20, 2020, the Company borrowed approximately $38,000 and $100,000 , respectively, under the Credit Agreement as part of a comprehensive precautionary approach to increase the Company's cash position and maximize its financial flexibility in light of the current volatility in the global markets resulting from the COVID-19 outbreak. These borrowings may be used for working capital, general corporate or other permitted purposes. The tables above do not include the debt of API as it was deconsolidated. See Note 3 - " Discontinued Operations " for further details. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | FINANCIAL INSTRUMENTS WebBank - Economic Interests in Loans WebBank's derivative financial instruments represent on-going economic interests in loans made after they are sold. These derivatives are carried at fair value on a gross basis in Other non-current assets on the Company's consolidated balance sheets and are classified within Level 3 in the fair value hierarchy (see Note 15 - " Fair Value Measurements "). As of March 31, 2020 , outstanding derivatives mature within 3 to 5 years. Gains and losses resulting from changes in the fair value of derivative instruments are accounted for in the Company's consolidated statements of operations in Financial services revenue. Fair value represents the estimated amounts that WebBank would receive or pay to terminate the contracts at the reporting date based on a discounted cash flow model for the same or similar instruments. WebBank does not enter into derivative contracts for speculative or trading purposes. Precious Metal and Commodity Inventories The Company's precious metal and commodity inventories are subject to market price fluctuations. The Company 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. The Company's hedging strategy is designed to protect it against normal volatility; therefore, abnormal price changes in these commodities or markets could negatively impact the Company's earnings. As of March 31, 2020 , the Company had the following outstanding forward contracts with settlement dates through April 2020. There were no futures contracts outstanding as of March 31, 2020 . Commodity Amount Notional Value Silver 135,354 ounces $ 1,955 Gold 1,941 ounces $ 3,126 Palladium 573 ounces $ 1,299 Copper 215,000 pounds $ 565 Tin 30 metric tons $ 462 Fair Value Hedges. Certain forward contracts are accounted for as fair value hedges under Accounting Standards Codification ("ASC") 815 for the Company's precious metal inventory carried at fair value. These contracts hedge 41,414 ounces of silver and a majority of the Company's ounces of copper. The fair values of these derivatives are recognized as derivative assets and liabilities on the Company's consolidated balance sheets. The net changes in fair value of the derivative assets and liabilities, and the changes in the fair value of the underlying hedged inventory, are recognized in the Company's consolidated statements of operations, and such amounts principally offset each other due to the effectiveness of the hedges. Economic Hedges. The remaining outstanding forward contracts for silver, and all the contracts for gold, palladium 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 with gains and losses recorded in earnings in the Company's consolidated statements of operations. The economic hedges are associated primarily with the Company's precious metal inventory valued using the LIFO method. The forward contracts were made with a counterparty rated Aa2 by Moody's. Accordingly, the Company has determined that there is minimal credit risk of default. The Company estimates the fair value of its derivative contracts through the use of market quotes or with the assistance of brokers when market information is not available. The Company maintains collateral on account with the third-party broker which varies in amount depending on the value of open contracts. The fair value and carrying amount of derivative instruments on the Company's consolidated balance sheets are as follows: Fair Value of Derivative Assets (Liabilities) March 31, 2020 December 31, 2019 Location on Consolidated Balance Sheet Fair Value Location on Consolidated Balance Sheet Fair Value Derivatives designated as ASC 815 hedges Commodity contracts Prepaid and other current assets $ 94 Accrued liabilities $ (46 ) Derivatives not designated as ASC 815 hedges Commodity contracts Accrued liabilities $ (6 ) Accrued liabilities $ (335 ) Economic interests in loans Other non-current assets $ 17,501 Other non-current assets $ 18,633 The effects of fair value hedge accounting on the consolidated statements of operations for the three months ended March 31, 2020 and 2019 are not material. The effects of derivatives not designated as ASC 815 hedging instruments on the consolidated statements of operations for the three months ended March 31, 2020 and 2019 are as follows: Derivatives Not Designated as Hedging Instruments: Location of Gain (Loss) Recognized in Income Amount of Gain (Loss) Recognized in Income Three Months Ended 2020 2019 Commodity contracts Other income (expense), net $ (407 ) $ (56 ) Economic interests in loans Financial services revenue 2,980 2,886 Total $ 2,573 $ 2,830 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 amounts recognized on the consolidated balance sheets. The contractual amounts of those instruments reflect the extent of involvement WebBank has in particular classes of financial instruments. As of March 31, 2020 and December 31, 2019 , WebBank's undisbursed loan commitments totaled $90,980 and $125,861 , respectively. Commitments to extend credit are agreements to lend to a borrower who meets the lending criteria through one of WebBank'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. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Pension and Other Post-Retirement Benefits | PENSION AND OTHER POST-RETIREMENT BENEFITS The Company maintains several qualified and non-qualified pension plans and other post-retirement benefit plans. The following table presents the components of pension expense for the Company's significant pension plans. The Company's other pension and post-retirement benefit plans are not significant individually or in the aggregate. Three Months Ended 2020 2019 Interest cost $ 3,275 $ 4,449 Expected return on plan assets (5,574 ) (4,964 ) Amortization of actuarial loss 2,849 2,484 Total $ 550 $ 1,969 Pension expense is included in Selling, general and administrative expenses in the consolidated statements of operations. Required future pension contributions are estimated 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, including the expected impact of declines in pension plan assets and interest rates which occurred during the three months ended March 31, 2020 and may continue into the future, as well as other changes such as any plan termination or other acceleration events. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security ("CARES") Act into law. As a result of the CARES Act, U.S. pension plan contributions that were expected to be made after March 2020 have been deferred until January 1, 2021. The Company's current expected future minimum pension contributions to its significant pension plans are $0 for the remainder of 2020, and $63,600 , $32,400 , $25,900 , $15,700 and $5,800 in 2021, 2022, 2023, 2024 and for the five years thereafter, respectively. |
Capital and Accumulated Other C
Capital and Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Capital and Accumulated Other Comprehensive Loss | CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS As of March 31, 2020 , the Company had 25,013,274 Class A units (regular common units) outstanding. Common Unit Repurchase Program The Board of Directors of SPH GP has approved the repurchase of up to an aggregate of 3,000,000 of the Company's common units ("Repurchase Program"). The Repurchase Program supersedes and cancels, to the extent any amounts remain available, all previously approved repurchase programs. 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 may enter into a stock purchase plan. The Repurchase Program has no termination date. The Company has purchased 2,089,177 common units for an aggregate price of approximately $33,881 under the Repurchase Program. Incentive Award Plan On May 24, 2018, the Company's unitholders approved the adoption of the Company's 2018 Incentive Award Plan ("2018 Plan"). The 2018 Plan provides equity-based compensation through the grant of options to purchase the Company's limited partnership units, unit appreciation rights, restricted units, phantom units, substitute awards, performance awards, other unit-based awards, and includes, as appropriate, any tandem distribution equivalent rights granted with respect to an award (collectively, "LP Units"). The 2018 Plan allows for issuance of up to 500,000 LP Units. In 2019, 207,499 restricted units were granted under the 2018 Plan. Such units were valued based upon the market value of the Company's LP Units on the date of grant, and collectively represent approximately $2,905 of unearned compensation that will be recognized as expense ratably over the vesting period of the units. The grants have vesting periods that range from three to ten years from the date of grant. Preferred Units The Company's 6.0% Series A preferred units, no par value ("SPLP Preferred Units") entitle the holders to a cumulative quarterly cash or in-kind (or a combination thereof) distribution. The Company declared cash distributions of approximately $2,725 and $2,970 to preferred unitholders for the three months ended March 31, 2020 and 2019 , respectively. The SPLP Preferred Units have a term of nine years, ending February 2026, and are redeemable at any time at the Company's option at a $25 liquidation value per unit, plus any accrued and unpaid distributions (payable in cash or SPLP common units, or a combination of both, at the Company's discretion). If redeemed in common units, the number of common units to be issued will be equal to the liquidation value per unit divided by the volume weighted-average price of the common units for 60 days prior to the redemption. On February 6, 2020 ("Redemption Date"), the Company redeemed 1,600,000 units of the SPLP Preferred Units at a price equal to $25 per unit, plus an amount of $0.22 per unit, equal to any accumulated and unpaid distributions up to, but excluding, the Redemption Date, for a total payment of approximately $40,400 . The SPLP Preferred Units have no voting rights, except that holders of the preferred units have certain voting rights in limited circumstances relating to the election of directors following the failure to pay six quarterly distributions. The SPLP Preferred Units are recorded as liabilities, including accrued interest expense, on the Company's consolidated balance sheets because they have an unconditional obligation to be redeemed for cash or by issuing a variable number of SPLP common units for a monetary value that is fixed and known at inception. Because the SPLP Preferred Units are classified as liabilities, distributions thereon are recorded as a component of Interest expense in the Company's consolidated statements of operations. As of March 31, 2020 , there were 6,327,288 SPLP Preferred Units outstanding and as of December 31, 2019 , there were 7,927,288 SPLP Preferred Units outstanding. Accumulated Other Comprehensive Loss Changes, net of tax, where applicable, in AOCI are as follows: Unrealized loss on available-for-sale debt securities Unrealized (loss) gain on derivative financial instruments Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2019 $ (274 ) $ (14 ) $ (25,166 ) $ (165,968 ) $ (191,422 ) Net other comprehensive loss attributable to common unitholders — — (2,936 ) — (2,936 ) Deconsolidation of API (see Note 3) — 14 10,522 6,945 17,481 Balance at March 31, 2020 $ (274 ) $ — $ (17,580 ) $ (159,023 ) $ (176,877 ) Unrealized loss on available-for-sale securities Unrealized (loss) gain on derivative financial instruments Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2018 $ (274 ) $ (277 ) $ (23,476 ) $ (153,217 ) $ (177,244 ) Net other comprehensive income attributable to common unitholders — 518 1,303 — 1,821 Balance at March 31, 2019 $ (274 ) $ 241 $ (22,173 ) $ (153,217 ) $ (175,423 ) Incentive Unit Expense SPLP has 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 records a negative incentive unit expense in the quarter when such over accrual is determined. The expense is recorded in Selling, general and administrative expenses in the Company's consolidated statements of operations. No incentive unit expense was recorded in the three months ended March 31, 2020 and 2019 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company recorded an income tax benefit of $3,429 and an income tax provision of $3,002 for the three months ended March 31, 2020 and 2019 , respectively. The Company's tax provision represents the income tax expense or benefit of its consolidated subsidiaries that are taxable entities. Significant differences between the statutory rate and the effective tax rate include partnership losses for which no tax benefit is recognized, changes in deferred tax valuation allowances and other permanent differences. 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 certain deferred tax assets will not be realized in future periods. The CARES Act contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020. The modifications to Section 163(j) increase the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income. This modification would increase the allowable interest expense deduction of the Company and result in less taxable income. As a result of the CARES Act, it is anticipated that the Company will fully utilize all interest expense for the year ended December 31, 2020. The CARES Act, among other things, permits U.S. net operating loss ("NOL") carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, but at present does not expect that the NOL carryback provision of the CARES Act would result in a material cash benefit to it. |
Net (Loss) Income Per Common Un
Net (Loss) Income Per Common Unit | 3 Months Ended |
Mar. 31, 2020 | |
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 2020 2019 Net (loss) income from continuing operations $ (36,459 ) $ 19,762 Net (income) loss attributable to noncontrolling interests in consolidated entities (continuing operations) (130 ) 56 Net (loss) income from continuing operations attributable to common unitholders (36,589 ) 19,818 Net loss from discontinued operations attributable to common unitholders (25,148 ) (4,140 ) Net (loss) income attributable to common unitholders (61,737 ) 15,678 Effect of dilutive securities: Interest expense from SPLP Preferred Units (a), (b) — 2,973 Net (loss) income attributable to common unitholders – assuming dilution $ (61,737 ) $ 18,651 Net (loss) income per common unit – basic Net (loss) income from continuing operations $ (1.46 ) $ 0.80 Net loss from discontinued operations (1.01 ) (0.17 ) Net (loss) income attributable to common unitholders $ (2.47 ) $ 0.63 Net (loss) income per common unit – diluted Net (loss) income attributable to common unitholders $ (1.46 ) $ 0.58 Net loss from discontinued operations (1.01 ) (0.10 ) Net (loss) income attributable to common unitholders $ (2.47 ) $ 0.48 Denominator for net (loss) income per common unit – basic 25,020,854 24,846,653 Effect of dilutive securities: Unvested restricted common units — 379 SPLP Preferred Units (a) — 14,329,877 Denominator for net (loss) income per common unit – diluted (a), (b) 25,020,854 39,176,909 (a) Assumes the SPLP Preferred Units were redeemed in common units as described in Note 12 - " Capital and Accumulated Other Comprehensive Loss ." (b) For the three months ended March 31, 2020 , the diluted per unit calculation does not include 32,104,497 of SPLP Preferred Units and 32,933 of unvested restricted common units, since the impact would have been anti-dilutive. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Assets and liabilities measured at fair value on a recurring basis in the Company's consolidated financial statements as of March 31, 2020 and December 31, 2019 are summarized by type of inputs applicable to the fair value measurements as follows: March 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities (a) $ 105 $ 18 $ — $ 123 Long-term investments (a) 186,451 — 34,381 220,832 Precious metal and commodity inventories recorded at fair value 19,540 — — 19,540 Economic interests in loans — — 17,501 17,501 Commodity contracts on precious metal and commodity inventories — 94 — 94 Warrants — — 2,086 2,086 Total $ 206,096 $ 112 $ 53,968 $ 260,176 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 6 $ — $ 6 Other precious metal liabilities 16,270 — — 16,270 Total $ 16,270 $ 6 $ — $ 16,276 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Marketable securities (a) $ 170 $ 50 $ — $ 220 Long-term investments (a) 222,178 — 53,658 275,836 Precious metal and commodity inventories recorded at fair value 11,377 — — 11,377 Economic interests in loans — — 18,633 18,633 Warrants — — 2,086 2,086 Total $ 233,725 $ 50 $ 74,377 $ 308,152 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 381 $ — $ 381 Other precious metal liabilities 11,481 — — 11,481 Total $ 11,481 $ 381 $ — $ 11,862 (a) For additional detail of the marketable securities and long-term investments see Note 8 - " Investments ." There were no transfers of securities among the various measurement input levels during the three months ended March 31, 2020 . Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants at the measurement date. Fair value measurements are broken down into three levels based on the reliability of inputs as follows: Level 1 inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date ("Level 1"). Level 2 inputs may 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 ("Level 2"). Level 3 inputs are unobservable for the asset or liability when there is little, if any, market activity for the asset or liability. Level 3 inputs are based on the best information available and may include data developed by the Company ("Level 3"). The fair value of the Company's financial instruments, such as cash and cash equivalents, trade and other receivables and accounts payable, approximates 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 the Company's fair value hedges (see Note 10 - " Financial Instruments ") are reported at fair value. Fair values of these inventories are based on quoted market prices on commodity exchanges and are considered Level 1 measurements. The derivative instruments that the Company purchases in connection with its precious metal and commodity inventories, specifically commodity futures and forward 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. Following is a summary of changes in assets measured using Level 3 inputs: Investments in Associated Companies (a) Marketable Securities and Other (b) Total Balance as of December 31, 2019 $ 52,240 $ 22,137 $ 74,377 Purchases — 126 126 Sales and cash collections — (4,180 ) (4,180 ) Realized gains — 2,980 2,980 Unrealized gains 460 — 460 Unrealized losses (19,795 ) — (19,795 ) Balance as of March 31, 2020 $ 32,905 $ 21,063 $ 53,968 Balance as of December 31, 2018 $ 40,643 $ 21,274 $ 61,917 Purchases 14,943 — 14,943 Sales and cash collections — (3,846 ) (3,846 ) Realized gains — 2,886 2,886 Unrealized gains 3,774 — 3,774 Balance as of March 31, 2019 $ 59,360 $ 20,314 $ 79,674 (a) Unrealized gains and losses are recorded in Loss (income) of associated companies, net of taxes in the Company's consolidated statements of operations. (b) Realized and unrealized gains and losses are recorded in Realized and unrealized losses (gains) on securities, net or Financial services revenue in the Company's consolidated statements of operations. Long-Term Investments - Valuation Techniques The Company estimates the value of its investments in STCN convertible preferred stock and the New Note using a Monte Carlo simulation. Key inputs in these valuations include the trading price and volatility of STCN's common stock, the risk-free rate of return, as well as the dividend rate, conversion price, redemption date of the preferred stock and the maturity date of the note. Marketable Securities and Other - Valuation Techniques 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. The fair value of the derivatives held by WebBank (see Note 10 - " Financial Instruments ") represent the estimated amounts that WebBank would receive or pay to terminate the contracts at the reporting date and is based on discounted cash flow analyses that consider credit, performance and prepayment. Unobservable inputs used in the discounted cash flow analyses are: a constant prepayment rate of 6.73% to 35.10% , a constant default rate of 1.89% to 27.49% and a discount rate of 1.96% to 25.51% . Assets Measured at Fair Value on a Nonrecurring Basis The Company's non-financial assets and liabilities measured at fair value on a non-recurring basis, when required, include goodwill and other intangible assets, any assets and liabilities acquired in a business combination, or its long-lived assets written down to fair value. To measure fair value for such assets and liabilities, the Company uses techniques including an income approach, a market approach and/or appraisals (Level 3 inputs). The income approach is based on a discounted cash flow analysis and calculates the fair value by estimating the after-tax cash flows attributable to an asset or liability and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the discounted cash flow analysis ("DCF") require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from analysis of peer companies and consider the industry weighted-average return on debt and equity from a market participant perspective. A market approach values a business by considering the prices at which shares of capital stock, or related underlying assets, of reasonably comparable companies are trading in the public market or the transaction price at which similar companies have been acquired. If comparable companies are not available, the market approach is not used. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Environmental and Litigation Matters As discussed in more detail below, certain of the Company's subsidiaries 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 and as defendants in certain litigation matters. Most such legal proceedings and environmental investigations involve unspecified amounts of potential damage claims or awards, are in an initial procedural phase, involve significant uncertainty as to the outcome or involve significant factual issues that need to be resolved, such that it is not possible for the Company to estimate a range of possible loss. For matters that have progressed sufficiently through the investigative process such that the Company is able to reasonably estimate a range of possible loss, an estimated range of possible loss is provided, in excess of the accrued liability (if any) for such matters. Any estimated range is or will be based on currently available information and involves elements of judgment and significant uncertainties. Any estimated range of possible loss may not represent the Company's maximum possible loss exposure. The circumstances of such legal proceedings and environmental investigations will change from time to time, and actual results may vary significantly from the current estimate. For current proceedings not specifically reported below, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material effect on the financial position, liquidity or results of operations of the Company. The environmental 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 certain of the Company's subsidiaries. The Company accrues costs associated with environmental and litigation matters on an undiscounted basis, when they become probable and reasonably estimable. As of March 31, 2020 , on a consolidated basis, the Company has recorded liabilities of $12,843 in Accrued liabilities on the consolidated balance sheet, which represent the current estimate of environmental remediation liabilities as well as reserves related to the litigation matters discussed below. Expenses relating to these costs, and any recoveries, are included in Selling, general and administrative expenses in the Company's consolidated statements of operations. 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. Environmental Matters Certain subsidiaries of the Company's Handy & Harman Ltd. subsidiary ("HNH") have existing and contingent liabilities relating to environmental matters, including costs of remediation, capital expenditures, 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 recorded liabilities of approximately $11,494 related to estimated environmental remediation costs as of March 31, 2020 . HNH may have insurance coverage available for certain of these matters. Included among these liabilities, certain HNH 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, the HNH 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 the Company, but there can be no such assurances. The Company anticipates that the 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 a HNH subsidiary is unable to fund its liabilities, claims could be made against its respective parent companies for payment of such liabilities. The sites where certain HNH subsidiaries have environmental liabilities include the following: HNH 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 former HNH manufacturing facility. An ecological risk assessment was submitted in the second quarter of 2016 to the CTDEEP for their review and approval. An upland work plan to investigate the upland portion of the parcel was approved by the CTDEEP in March 2018 and has now been completed. Additional upland investigatory work could be required dependent upon CTDEEP requirements. Investigation of the wetlands portion is expected to start in 2020, due to regulatory delays and setting of mutually-agreeable cleanup goals for the entire parcel. The total remediation costs for the site cannot be reasonably estimated at this time. Based on the current stage of the investigation at this time, the Company estimates that it is reasonably possible that it may incur aggregate losses over a period of several years, above its accrued liability, in a range of $2,000 to $6,000 . Due to the uncertainties, 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 HNH or the Company. In 1986, Handy & Harman Electronic Materials Corporation ("HHEM"), a subsidiary of HNH, 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. HHEM is actively remediating the property and is continuing to investigate effective methods for achieving compliance with the ACO. Pursuant to a settlement agreement with the former owner/operator of the site, the responsibility for site investigation and remediation costs and other related costs are contractually allocated 75% to the former owner/operator and 25% jointly to HHEM and HNH, all after having the first $1,000 paid by the former owner/operator. As of March 31, 2020 , total investigation and remediation costs of approximately $8,600 and $2,700 have been expended by the former owner/operator and HHEM, respectively, in accordance with the settlement agreement. Additionally, HHEM had been reimbursed indirectly through insurance coverage for a portion of the costs for which it is responsible. 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. There is no assurance that there will be any additional insurance reimbursement. A reserve of approximately $1,400 has been established for HHEM's expected 25% share of anticipated costs at this site, which is based upon the recent selection of a final remedy, on-going operations and maintenance, additional investigations and monitored natural attenuation testing over the next 30 years. On December 18, 2019, the State of New Jersey ("State") filed a complaint against HHEM, the Company and other non-affiliated corporations related to former operations at this location. The State is seeking unspecified damages, including reimbursement for all cleanup and removal costs and other damages that the State has incurred, including the lost value of, and reasonable assessment costs for any natural resource injured as a result of the alleged discharge of hazardous substances and pollutants, as well as attorneys' fees and costs. We intend to assert all legal and procedural defenses available. Based upon currently available information, we have determined that a range of potential loss cannot be reasonably estimated at this time. 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, HNH or the Company. HNH's subsidiary, SL Industries, Inc. ("SLI"), may incur environmental costs in the future as a result of the past activities of its former subsidiary, SL Surface Technologies, Inc. ("SurfTech"), in Pennsauken, New Jersey ("Pennsauken Site"), in Camden, New Jersey and at its former subsidiary, SGL Printed Circuits in Wayne, New Jersey. At the Pennsauken Site, in 2013, SLI entered into a consent decree with both the U.S. Department of Justice and the U.S. Environmental Protection Agency ("EPA") and has since completed the remediation required by the consent decree and has paid the EPA a fixed sum for its past oversight costs. Separate from the consent decree, in December 2012, the NJDEP made a settlement demand of $1,800 for past and future cleanup and removal costs and natural resource damages ("NRD"). To avoid the time and expense of litigating the matter, SLI offered to pay approximately $300 to fully resolve the claim presented by the State. SLI's settlement offer was rejected. On December 6, 2018, the State filed a complaint against SLI related to its operations at the Pennsauken Site. The State is seeking treble damages and attorneys' fees, NRD for loss of use of groundwater, as well as a request for relief that SLI pay all cleanup and removal costs that the State has incurred and will incur at the Pennsauken Site. The State did not specifically identify its alleged damages in the complaint. SLI intends to assert all legal and procedural defenses available to it. Based upon currently available information, we have determined that a range of potential loss can no longer 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 SLI, HNH or the Company. SLI reported soil contamination and a groundwater contamination in 2003 from the SurfTech site located in Camden, New Jersey. Substantial investigation and remediation work have been completed under the direction of the licensed site remediation professional ("LSRP") for the site. Additional soil excavation and chemical treatment could be initiated in the second half of 2020. Post-remediation groundwater monitoring will be conducted, and a full-scale groundwater bioremediation is expected to be implemented following completion of soil excavation. A reserve of $2,500 has been established for anticipated costs at this site, but there can be no assurance that there will not be potential additional costs associated with the site which 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 SLI, HNH or the Company. SLI is currently participating in environmental assessment and cleanup at a commercial facility located in Wayne, New Jersey. Contaminated soil and groundwater have undergone remediation with the NJDEP and LSRP oversight, but contaminants of concern in groundwater and surface water, which extend off-site, remain above applicable NJDEP remediation standards. A reserve of approximately $1,300 has been established for anticipated costs, but there can be no assurance that there will not be potential additional costs associated with the site which 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 SLI, HNH or the Company. Litigation Matters On December 8, 2017, a stockholder class action, captioned Sciabacucchi v. DeMarco, et al., was filed in the Court of Chancery of the State of Delaware by a purported former stockholder of HNH challenging the Company's acquisition, through a subsidiary, of all of the outstanding shares of common stock of HNH not already owned by the Company or any of its affiliates. The action named as defendants the former members of the HNH board of directors, the Company and SPH GP, and alleged, among other things, that the defendants breached their fiduciary duties to the former public stockholders of HNH in connection with the aforementioned acquisition. The complaint sought, among other relief, unspecified monetary damages, attorneys' fees and costs. On July 9, 2019, the Company entered into a settlement of the case, solely to avoid the substantial burden, expense, inconvenience and distraction of continued litigation and to resolve each of the plaintiff's claims against the defendant parties. In the settlement, the defendants agreed to pay the plaintiff class $30,000 , but denied that they engaged in any wrongdoing or committed any violation of law or breach of duty and stated that they believe they acted properly, in good faith, and in a manner consistent with their legal duties. The settlement was approved by the court on December 2, 2019. Our insurance carriers agreed to contribute an aggregate of $17,500 toward the settlement amount. The Company recorded a charge of $12,500 in Selling, general and administrative expenses in the consolidated statement of operations during the three months ended June 30, 2019, which consisted of the legal settlement of $30,000 , reduced by $17,500 of insurance recoveries. The settlement was paid on December 17, 2019. The Company made a demand of an aggregate of $10,000 in further contributions from two insurance carriers, which the carriers declined, and we are pursuing claims in court to endeavor to recover this sum, although there can be no assurance as to the outcome of this litigation. On April 13, 2018, a purported shareholder of STCN, Donald Reith, filed a verified complaint, Reith v. Lichtenstein, et al., 2018-0277 (Del. Ch.) in the Delaware Court of Chancery. The plaintiff seeks to assert claims against the Company and certain of its affiliates and against the members of STCN's board of directors in connection with the acquisition of $35,000 of STCN's Series C Preferred Stock by an affiliate of the Company and equity grants made to three individual defendants. The complaint includes claims for breach of fiduciary duty as STCN directors against all the individual defendants; claims for aiding and abetting breach of fiduciary duty against the Company; a claim for breach of fiduciary duty as controlling stockholder against the Company; and a derivative claim for unjust enrichment against the Company and the three individuals who received equity grants. The complaint demands damages in an unspecified amount for STCN and its stockholders, together with rescission, disgorgement and other equitable relief. The defendants moved to dismiss the complaint for failure to plead demand futility and failure to state a claim. On June 28, 2019, the Court of Chancery issued an opinion denying in substantial part the motion. The Company will continue to vigorously defend itself against these claims; however, the outcome of this matter is uncertain. A subsidiary of BNS Holdings Liquidating Trust ("BNS Sub") has been named as a defendant in multiple alleged asbestos-related toxic-tort claims filed over a period beginning in 1994 through March 31, 2020 . In many cases these claims involved more than 100 defendants. There remained approximately 30 pending asbestos claims as of March 31, 2020 . 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. BNS Sub has insurance policies covering asbestos-related claims for years beginning 1974 through 1988. 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 costs for the then-existing claims are revised. As of both March 31, 2020 and December 31, 2019 , BNS Sub has accrued $1,349 relating to the open and active claims against BNS Sub. This accrual includes the amount of unpaid retroactive billings submitted to the Company by the insurance carriers and also the Company's best estimate of the likely costs for BNS Sub to settle these claims outside the amounts funded by insurance. 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 significantly increase its estimated liability for the costs to settle these claims to an amount that could have a material effect on the consolidated financial statements. In the ordinary course of our business, we are subject to other 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 our historical acquisitions and divestitures. There is insurance coverage available for many of the foregoing actions. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations, claims and proceedings asserted against us, we do not believe any currently pending legal proceeding to which we are a party will have a material adverse effect on our business, prospects, financial condition, cash flows, results of operations or liquidity. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Management Agreement with SP General Services LLC SPLP is managed by the Manager, pursuant to the terms of the Management Agreement, which receives a fee at an annual rate of 1.5% of total Partners' capital ("Management Fee"), payable on the first day of each quarter and subject to quarterly adjustment. In addition, SPLP may issue 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 12 - " Capital and Accumulated Other Comprehensive Loss " 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 Company's independent directors. The Management Fee was $1,772 and $1,934 for the three months ended March 31, 2020 and 2019 . The Management Fee is included in Selling, general and administrative expenses in the Company's consolidated statements of operations. An over payment for the management fees of $128 is included in Payables to related parties on the Company's consolidated balance sheet as of March 31, 2020 and unpaid amounts for management fees included in Payables to related parties on the Company's consolidated balance sheet was $27 as of December 31, 2019 . 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 $942 and $2,140 for the three months ended March 31, 2020 and 2019 , respectively. Unpaid amounts for reimbursable expenses were approximately $967 and $409 as of March 31, 2020 and December 31, 2019 , respectively, and are included in Payables to related parties on the Company's consolidated balance sheets. Corporate Services The Company's subsidiary, Steel Services Ltd ("Steel Services"), through management services agreements with its subsidiaries and portfolio companies, provides services, which include assignment of C-Level management personnel, legal, tax, accounting, treasury, consulting, auditing, administrative, compliance, environmental health and safety, human resources, marketing, investor relations, operating group management and other similar services. In addition to its servicing agreements with SPLP and its consolidated subsidiaries, which are eliminated in consolidation, Steel Services has management services agreements with other companies considered to be related parties, including J. Howard Inc., Steel Partners, Ltd. and affiliates, and STCN. In total, Steel Services currently charges approximately $4,474 annually to these companies. All amounts billed under these service agreements are recorded as a reduction of Selling, general and administrative expenses. Mutual Securities, Inc. Pursuant to the Management Agreement, the Manager is 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, Inc. 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, Inc. The commissions paid by SPLP to Mutual Securities, Inc. were not significant in any period. Incentive Agreement On March 10, 2020, the Compensation Committee of the Board of Directors of SPH GP approved the WebBank Long-Term Incentive Agreement, between a wholly-owned subsidiary of the Company and Jack Howard ("LTIP Agreement"). Mr. Howard serves as Executive Chairman of WebBank and an officer of the Manager and SPH GP. Pursuant to the LTIP Agreement, Mr. Howard will be entitled to an incentive award ("Incentive Award") of the greater of the following: • 3.5% of the sum of net income of WebBank for each fiscal year from January 1, 2018 to December 31, 2020 (or for such shorter term ending (i) upon a separation of Mr. Howard's service without cause, (ii) upon Mr. Howard's death or disability, or (iii) upon a change of control or related corporate transaction (as defined in the LTIP Agreement); or • in the event of an underwritten initial public offering (an "IPO") or a change of control prior to January 1, 2021 and subject to Mr. Howard's continued service on the date thereof, 3.5% of the difference between the fair market value of WebBank's outstanding common stock based on the IPO offering price or the value of the consideration paid in the change of control, respectively, and a base amount to be determined by the board of directors of WebFinancial Holding Corporation, WebBank's parent, adjusted for certain dividend payments and changes to capital. Mr. Howard will not be entitled to an Incentive Award under clause (i) above for any fiscal year in which WebBank fails to achieve at least 80% of its budgeted net income, unless the board of directors grants an exception. In the event of Mr. Howard's voluntary separation of service or separation of service for cause (each as defined in the LTIP Agreement) prior to any payment of the Incentive Award, the Incentive Award and all rights thereto will immediately terminate and be forfeited. Other As of March 31, 2020 and December 31, 2019 , several related parties and consolidated subsidiaries had deposits totaling $1,160 and $1,156 , respectively, at WebBank. Approximately $89 and $100 of these deposits, including interest which was not significant, have been eliminated in consolidation as of March 31, 2020 and December 31, 2019 , respectively. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION 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. The Diversified Industrial segment is comprised of manufacturers of engineered niche industrial products, including joining materials, tubing, building materials, performance materials, electrical products, cutting replacement products and services and a packaging business. The Energy segment provides drilling and production services to the oil & gas industry and owns a youth sports business. The Financial Services segment consists primarily of the operations of WebBank, a Utah chartered industrial bank, which engages in a full range of banking activities. The Corporate and Other segment consists of several consolidated subsidiaries, including Steel Services, equity method and other investments, and cash and cash equivalents. Its income or loss includes certain unallocated general corporate expenses. Steel Services has management services agreements with our consolidated subsidiaries and other related companies as further discussed in Note 17 - " Related Party Transactions ." Steel Services charged the Diversified Industrial, Energy and Financial Services segments approximately $8,712 , $1,573 and $850 , respectively, for the three months ended March 31, 2020 and $6,102 , $2,461 and $969 , respectively, for the three months ended March 31, 2019 . These service fees are reflected as expenses in the segment income (loss) below, but are eliminated in consolidation. During the first quarter of 2020, the Company changed the measurement methods used to determine reported segment income or loss by allocating additional expenses from the Corporate and Other segment to the Diversified Industrial, Energy and Financial Services segments. The 2019 financial information has been recast to reflect these changes on a comparable basis. Accordingly, for the three months ended March 31, 2019 , the Company allocated additional expenses of $2,692 and $424 to the Diversified Industrial and Energy segments, respectively, and reduced expenses to the Financial Services segment by $206 , from the Corporate and Other segment. In addition, as described in Note 3 - " Discontinued Operations ," the Company recast all 2019 financial information associated with API, previously included in the Diversified Industrial segment, to discontinued operations, to reflect these changes on a comparable basis. Segment information is presented below: Three Months Ended 2020 2019 Revenue: Diversified industrial net sales $ 262,300 $ 280,921 Energy net revenue 38,602 38,986 Financial services revenue 46,998 35,906 Total revenue $ 347,900 $ 355,813 Income (loss) from continuing operations before interest expense and income taxes: Diversified industrial $ 14,874 $ 15,045 Energy 202 (1,755 ) Financial services 4,006 13,232 Corporate and other (50,655 ) 6,447 (Loss) income from continuing operations before interest expense and income taxes (31,573 ) 32,969 Interest expense 8,315 10,205 Income tax (benefit) provision (3,429 ) 3,002 Net (loss) income from continuing operations $ (36,459 ) $ 19,762 Loss (income) of associated companies, net of taxes: Corporate and other $ 34,507 $ (9,381 ) Total $ 34,507 $ (9,381 ) Segment depreciation and amortization: Diversified industrial $ 12,267 $ 11,654 Energy 3,756 4,445 Financial services 171 98 Corporate and other 41 34 Total depreciation and amortization $ 16,235 $ 16,231 |
Regulatory Matters
Regulatory Matters | 3 Months Ended |
Mar. 31, 2020 | |
Regulatory Matters [Abstract] | |
Regulatory Matters | REGULATORY MATTERS 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 Federal Deposit Insurance Corporation 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 have been fully implemented as of January 1, 2019, minimum requirements increased 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 as fully phased-in, effectively results in a minimum CET1 Ratio of 7.0% . Basel III raised 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% as 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 made 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 Actual For Capital Adequacy Purposes Minimum Capital Adequacy With Capital Buffer To Be Well Capitalized Under Prompt Corrective Provisions Amount Ratio Amount Ratio Amount Ratio Amount Ratio As of March 31, 2020 Total Capital (to risk-weighted assets) $ 175,294 23.90 % $ 58,790 8.00 % $ 77,162 10.50 % $ 73,488 10.00 % Tier 1 Capital (to risk-weighted assets) $ 165,575 22.50 % $ 44,093 6.00 % $ 62,465 8.50 % $ 58,790 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 165,575 22.50 % $ 33,070 4.50 % $ 51,442 7.00 % $ 47,767 6.50 % Tier 1 Capital (to average assets) $ 165,575 18.00 % $ 36,802 4.00 % n/a n/a $ 46,002 5.00 % As of December 31, 2019 Total Capital (to risk-weighted assets) $ 178,930 19.50 % $ 73,525 8.00 % $ 96,502 10.50 % $ 91,907 10.00 % Tier 1 Capital (to risk-weighted assets) $ 167,131 18.20 % $ 55,144 6.00 % $ 78,121 8.50 % $ 73,525 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 167,131 18.20 % $ 41,358 4.50 % $ 64,335 7.00 % $ 59,739 6.50 % Tier 1 Capital (to average assets) $ 167,131 18.30 % $ 36,489 4.00 % n/a n/a $ 45,611 5.00 % |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The amount of Cash, cash equivalents and restricted cash as of March 31, 2020 and 2019 in the consolidated statements of cash flows is reconciled to the Company's consolidated balance sheets as follows: March 31, 2020 2019 Cash and cash equivalents $ 395,822 $ 212,340 Restricted cash — 14,053 Total cash, cash equivalents and restricted cash $ 395,822 $ 226,393 A summary of supplemental cash flow information for the three months ended March 31, 2020 and 2019 is presented in the following table: Three Months Ended March 31, 2020 2019 Cash paid during the period for: Interest $ 10,237 $ 11,594 Taxes $ 22,975 $ 1,234 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS There are many uncertainties regarding the current COVID-19 pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners and distribution channels. We are unable to predict the impact that COVID-19 will have on its financial position and operating results due to numerous uncertainties. The Company has initiated cost reduction actions, including deferral of management and board fees, hiring freezes, employee furloughs, staffing and force reductions, salary reductions, bonus payment deferrals and 401(k) match suspension to help mitigate the financial impact of the COVID-19 pandemic. The Company has also frozen all discretionary spend, implemented strict approvals for capital expenditures and is aggressively managing working capital. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic and intends to make adjustments to its responses accordingly. During the month of April 2020, the operations of two of the Company's subsidiaries in the electrical products business were temporarily closed by the Mexican government for a period of two weeks. These operations received subsequent legal approval to restart operations in early May 2020. The Company is unable to predict if Mexican or others governments will undertake similar courses of actions in future periods that may adversely impact the Company. |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements as of March 31, 2020 and for the three month periods ended March 31, 2020 and 2019 , which have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods, include the accounts of the Company and its consolidated subsidiaries. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been reflected herein. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the operating results for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements on Form 10-K for the year ended December 31, 2019 , from which the consolidated balance sheet as of December 31, 2019 has been derived. Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), but is not required for interim reporting purposes, has been condensed or omitted. Management must make estimates and assumptions that affect the consolidated financial statements and the related footnote disclosures. While management uses its best judgment, actual results may differ from those estimates. Certain reclassifications have been made to the prior period financial statements and notes to conform to the current period presentation. On January 31, 2020, the Company announced that API Group Limited and certain of its affiliates commenced administration proceedings in the United Kingdom. The purpose of the administration proceedings is to facilitate an orderly sale or wind-down of its United Kingdom operations, which include API Laminates Limited and API Foils Holdings Limited. In the United States, API Americas Inc. voluntarily filed for Chapter 11 proceedings in Bankruptcy Court on February 2, 2020, in order to facilitate the sale or liquidation of its U.S. assets. The API entities (collectively, "API") were wholly-owned subsidiaries of the Company and were included in the Diversified Industrial segment. The Company deconsolidated API on January 31, 2020 as it no longer held a controlling financial interest as of that date. The results of API's operations are included in Discontinued operations in the accompanying statement of operations. The assets and liabilities of API as of December 31, 2019, prior to their deconsolidation, are included in Assets and Liabilities of discontinued operations, respectively, in the accompanying consolidated balance sheet. All amounts associated with API have been removed from the Company's financial statements and footnotes, and reported in discontinued operations. All references made to financial data in this Quarterly Report on Form 10-Q are to the Company's continuing operations, unless specifically noted. See Note 3 - " Discontinued Operations " for additional information. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. ("ASU") 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements. The Company adopted ASU 2018-13 on January 1, 2020. Because ASU 2018-13 affects disclosure only, the adoption of this standard did not have a material impact on the Company's consolidated financial statements. Accounting Standards Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. ASU 2019-05 provides entities with an option to irrevocably elect the fair value option, applied on an instrument-by-instrument basis for eligible instruments, that are within the scope of Subtopic 326-20, upon the adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. The new standards were to be effective for the Company's 2020 fiscal year with early adoption permitted for all entities in fiscal years beginning after December 15, 2018. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates . This new standard amended the effective date of Topic 326 for smaller reporting companies until January 1, 2023. A company's determination about whether it is eligible to be a smaller reporting company is based on its most recent determination as of November 15, 2019, in accordance with SEC regulations. As of this date, the Company met the SEC definition of a smaller reporting company. Therefore, the Company will not be required to adopt Topic 326 until January 1, 2023. The Company is currently evaluating the potential impact of this new guidance; however, it expects that it could have a significant impact on the Company's allowance for loan losses ("ALLL"). In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 modifies the disclosure requirements for employers that sponsor defined benefit pension and other post-retirement plans. The amendments in ASU 2018-14 are effective for the Company's 2021 fiscal year. Because ASU 2018-14 affects disclosure only, management does not expect that the adoption of this standard will have a material impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 removes specific exceptions to the general principles in Topic 740 in order to reduce the complexity of its application. ASU 2019-12 also improves consistency and simplifies existing guidance by clarifying and amending certain specific areas of Topic 740. The amendments in ASU 2019-12 are effective for the Company's 2021 fiscal year although early adoption is permitted. The Company is currently evaluating the potential impact of this new guidance. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. ASU 2020-01 clarifies the interaction between accounting standards related to equity securities, equity method investments and certain derivatives, and is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. The amendments in ASU 2020-01 are effective for the Company's 2021 fiscal year, including interim periods. The Company is currently evaluating the potential impact of this new guidance, but management does not expect that the adoption of this standard will have a material impact on the Company's consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 is intended to provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate, known as LIBOR, or by another reference rate expected to be discontinued. This guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures. |
Disaggregation of Revenues | Disaggregation of Revenues Revenues are disaggregated at the Company's segment level since the segment categories depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. For additional details related to the Company's reportable segments, see Note 18 - " Segment Information ." |
Revenues Revenues (Tables)
Revenues Revenues (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenue from any single foreign country was not material to the Company's consolidated financial statements. Three Months Ended 2020 2019 United States $ 328,289 $ 334,218 Foreign (a) 19,611 21,595 Total revenue $ 347,900 $ 355,813 (a) For the three months ended March 31, 2020 and 2019 , foreign revenues were primarily related to the Company's Dunmore Europe GmbH business, which is domiciled in Germany. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations | The components of Net loss on deconsolidation of discontinued operations in the accompanying consolidated statement of operations are: Three Months Ended March 31, 2020 Gain upon initial deconsolidation of API $ 29,637 Loss from guarantee liability (52,484 ) Net loss on deconsolidation of API $ (22,847 ) The following represents the detail of Loss from discontinued operations, net of taxes in the accompanying consolidated statements of operations: Three Months Ended 2020 2019 Revenue: $ 6,388 $ 31,240 Costs and expenses: Cost of goods sold 6,085 28,294 Selling, general and administrative expenses 2,219 6,041 Other expenses, net 385 1,086 Total costs and expenses 8,689 35,421 Loss before income taxes (2,301 ) (4,181 ) Income tax benefit — 41 Net loss $ (2,301 ) $ (4,140 ) The following is a summary of the assets and liabilities of discontinued operations: Assets December 31, 2019 Current assets: Cash and cash equivalents $ 8,881 Trade and other receivables 13,367 Inventories, net 16,192 Prepaid expenses and other current assets 2,572 Total current assets 41,012 Other non-current assets 50 Property, plant and equipment, net 12,052 Operating lease right-of-use-assets 6,041 Total Assets $ 59,155 Liabilities Current liabilities: Accounts payable $ 14,027 Accrued liabilities 4,701 Short-term debt 1,397 Other current liabilities 1,131 Total current liabilities 21,256 Long-term debt 69,055 Deferred tax liabilities 1,117 Long-term operating lease liabilities 4,804 Accrued pension liabilities 12,849 Total Liabilities $ 109,081 |
Loans Receivable, Including L_2
Loans Receivable, Including Loans Held For Sale (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Trade and Other Receivables | Major classifications of loans receivable, including loans held for sale, held by WebBank, as of March 31, 2020 and December 31, 2019 are as follows: Total Current Non-current March 31, 2020 % December 31, 2019 % March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 Loans held for sale $ 68,756 $ 225,013 $ 68,756 $ 225,013 $ — $ — Commercial real estate loans $ 663 — % $ 659 — % — — 663 659 Commercial and industrial 273,035 49 % 251,349 45 % 258,689 233,510 14,346 17,839 Consumer loans 280,145 51 % 302,714 55 % 105,887 125,067 174,258 177,647 Total loans 553,843 100 % 554,722 100 % 364,576 358,577 189,267 196,145 Less: Allowance for loan losses (52,423 ) (36,682 ) (52,423 ) (36,682 ) — — Total loans receivable, net $ 501,420 $ 518,040 312,153 321,895 189,267 196,145 Loans receivable, including loans held for sale (a) $ 380,909 $ 546,908 $ 189,267 $ 196,145 (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. |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | A summary of Inventories, net is as follows: March 31, 2020 December 31, 2019 Finished products $ 47,502 $ 48,484 In-process 35,790 30,913 Raw materials 46,958 46,440 Fine and fabricated precious metal in various stages of completion 25,393 29,202 155,643 155,039 LIFO reserve (2,555 ) (3,398 ) Total $ 153,088 $ 151,641 |
Inventory Supplemental Disclosure | March 31, 2020 December 31, 2019 Supplemental inventory information: Precious metals stated at LIFO cost $ 4,954 $ 15,660 Precious metals stated under non-LIFO cost methods, primarily at fair value $ 17,884 $ 10,144 Market value per ounce: Silver $ 14.52 $ 17.86 Gold $ 1,621.58 $ 1,522.14 Palladium $ 2,283.75 $ 1,935.19 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Reconciliation of the change in the carrying value of goodwill | A reconciliation of the change in the carrying amount of goodwill by reportable segment is as follows: Diversified Industrial Energy Financial Services Corporate and Other Total Balance as of December 31, 2019 Gross goodwill $ 180,855 $ 67,143 $ 6,515 $ 81 $ 254,594 Accumulated impairments (40,178 ) (64,790 ) — — (104,968 ) Net goodwill 140,677 2,353 6,515 81 149,626 Acquisitions (a) 2,300 — — — 2,300 Currency translation adjustments (5 ) — — — (5 ) Balance as of March 31, 2020 Gross goodwill 183,150 67,143 6,515 81 256,889 Accumulated impairments (40,178 ) (64,790 ) — — (104,968 ) Net goodwill $ 142,972 $ 2,353 $ 6,515 $ 81 $ 151,921 (a) Related to the acquisition of Metallon. See Note 4 - "Acquisitions." |
Summary of Intangible Assets | A summary of Other intangible assets, net is as follows: March 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 213,610 $ 110,348 $ 103,262 $ 216,428 $ 109,701 $ 106,727 Trademarks, trade names and brand names 51,094 18,667 32,427 51,414 18,469 32,945 Developed technology, patents and patent applications 32,012 17,610 14,402 31,984 17,176 14,808 Other 18,760 15,102 3,658 17,963 13,850 4,113 Total $ 315,476 $ 161,727 $ 153,749 $ 317,789 $ 159,196 $ 158,593 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Unrealized Gain (Loss) on Investments | The amount of unrealized gains (losses) for the three months ended March 31, 2020 and 2019 that relate to equity securities still held as of March 31, 2020 and 2019 , respectively, was as follows: Three Months Ended 2020 2019 Net (losses) gains recognized during the period on equity securities $ (18,002 ) $ 2,109 Less: Net losses recognized during the period on equity securities sold during the period (16,352 ) — Unrealized (losses) gains recognized during the period on equity securities still held at the end of the period $ (1,650 ) $ 2,109 Gross realized gains and losses from sales of equity securities, which are reported as a component of Realized and unrealized losses (gains) on securities, net in the Company's consolidated statements of operations, were as follows: Three Months Ended 2020 2019 Gross realized gains $ — $ — Gross realized losses (16,352 ) — Realized losses, net $ (16,352 ) $ — |
Schedule of Available-for-sale Securities and Equity Method Investments | The following table summarizes the Company's long-term investments as of March 31, 2020 and December 31, 2019 . Ownership % Long-Term Investments Balance (Income) Loss Recorded in the Consolidated Statements of Operations Three Months Ended March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019 2020 2019 Corporate securities (a), (d) $ 167,806 $ 186,777 $ 1,553 $ (1,889 ) Collateralized debt securities 787 855 $ — $ — Steel Connect, Inc. ("STCN") convertible notes (b), (e) 8,189 11,839 $ 3,650 $ 343 STCN preferred stock (c), (e) 23,033 39,178 $ 16,145 $ (4,117 ) Equity method investments: (e) Carried at fair value: STCN common stock 29.2 % 29.4 % 13,637 26,547 $ 11,452 $ (4,539 ) Aviat Networks, Inc. ("Aviat") 12.4 % 12.4 % 5,697 9,417 $ 3,720 $ (1,068 ) Other 43.8 % 43.8 % 1,683 1,223 $ (460 ) $ — Total $ 220,832 $ 275,836 (a) Cost basis totaled $41,076 and $58,495 at March 31, 2020 and December 31, 2019 , respectively, and gross unrealized gains totaled $126,730 and $128,282 at March 31, 2020 and December 31, 2019 , respectively. Primarily includes the Company's investments in the common stock of $165,230 , or 5.0% , and $1,007 , or 2.1% , of Aerojet Rocketdyne Holdings, Inc. and Babcock & Wilcox Enterprises, Inc., respectively, as of March 31, 2020 and $180,357 , or 5.0% , and $4,989 , or 3.0% , respectively, as of December 31, 2019 . (b) Represents investment in STCN convertible notes. The convertible notes outstanding as of December 31, 2018 matured on March 1, 2019. The Company entered into a new convertible note with STCN ("New Note") on February 28, 2019, which matures on March 1, 2024. The cost basis of the New Note totaled $14,943 as of March 31, 2020 and the gross unrealized loss was $6,754 as of March 31, 2020 . The New Note is convertible into shares of STCN's common stock at an initial conversion rate of 421.2655 shares of common stock per $1,000 principal amount of the New Note (which is equivalent to an initial conversion price of approximately $2.37 per share), subject to adjustment upon the occurrence of certain events. The cost basis of the Company's investment was $14,943 as of December 31, 2019 and gross unrealized loss totaled $3,104 as of December 31, 2019 . Changes in fair value are recorded in the Company's consolidated statements of operations as the Company elected the fair value option to account for this investment. The New Notes, if converted as of March 31, 2020 , when combined with STCN common and preferred shares, also if converted, owned by the Company, would result in the Company having a direct interest of approximately 48.9 % of STCN's outstanding shares. (c) Represents investment in shares of STCN preferred stock with a cost basis of $35,634 . Each share of preferred stock can be converted into shares of STCN's common stock at an initial conversion price equal to $1.96 per share, subject to adjustment upon the occurrence of certain events. Changes in fair value are recorded in the Company's consolidated statements of operations as the Company elected the fair value option to account for this investment. (d) (Income) loss from these investments is included in Realized and unrealized losses (gains) on securities, net in the consolidated statements of operations. (e) (Income) loss from these investments is included in Loss (income) of associated companies, net of taxes in the consolidated statements of operations. |
Schedule of Additional Disclosures of Associated Companies | The following summary balance sheet amounts are for STCN as of January 31, 2020 and July 31, 2019, respectively, and the statement of operations amounts are for the three months ended January 31, 2020 and 2019, respectively, which are both STCN's nearest corresponding fiscal quarters to the Company's fiscal quarters ended March 31, 2020 and 2019 : (Unaudited) 2020 2019 Summary of balance sheet amounts: Current assets $ 223,534 $ 213,324 Non-current assets 565,361 518,239 Total assets $ 788,895 $ 731,563 Current liabilities $ 268,113 $ 256,850 Non-current liabilities 431,786 386,835 Total liabilities 699,899 643,685 Contingently redeemable preferred stock 35,181 35,186 Equity 53,815 52,692 Total liabilities and equity $ 788,895 $ 731,563 Three Months Ended (Unaudited) 2020 2019 Summary operating results: Net revenue $ 215,452 $ 206,223 Gross profit $ 45,249 $ 37,543 Net loss $ (3,557 ) $ (11,753 ) |
Schedule of Held-to-Maturity Securities | The amount and contractual maturities of HTM debt securities are noted in the table below. Actual maturities may differ from expected or contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties. The securities are collateralized by unsecured consumer loans. March 31, 2020 Amortized Cost Gross Unrealized Gains (Losses) Estimated Fair Value Carrying Value Collateralized securities $ 27,025 $ (583 ) $ 26,442 $ 27,025 Contractual maturities within: One year to five years 11,079 Five years to ten years 14,092 After ten years 1,854 Total $ 27,025 December 31, 2019 Amortized Cost Gross Unrealized Gains (Losses) Estimated Fair Value Carrying Value Collateralized securities $ 37,896 $ (3 ) $ 37,893 $ 37,896 Contractual maturities within: One year to five years 23,339 Five years to ten years 12,373 After ten years 2,184 Total $ 37,896 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term and Short-term Debt | Debt consists of the following: March 31, 2020 December 31, 2019 Short term debt: Foreign $ 591 $ 1,800 Short-term debt 591 1,800 Long-term debt: Credit Agreement 559,352 330,700 Other debt - foreign 433 444 Other debt - domestic 5,031 5,145 Subtotal 564,816 336,289 Less: portion due within one year 14,135 14,208 Long-term debt 550,681 322,081 Total debt $ 565,407 $ 338,089 |
Schedule of Maturities of Long-term Debt | Long-term debt as of March 31, 2020 matures in each of the next five calendar-years as follows: Total 2020 2021 2022 2023 2024 Thereafter Long-term debt (a) $ 564,816 $ 11,588 $ 10,305 $ 542,923 $ — $ — $ — (a) As of March 31, 2020 , long term debt of $14,135 is expected to mature over the following twelve months. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Forward or Future Contracts with Settlement Dates | As of March 31, 2020 , the Company had the following outstanding forward contracts with settlement dates through April 2020. There were no futures contracts outstanding as of March 31, 2020 . Commodity Amount Notional Value Silver 135,354 ounces $ 1,955 Gold 1,941 ounces $ 3,126 Palladium 573 ounces $ 1,299 Copper 215,000 pounds $ 565 Tin 30 metric tons $ 462 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value and carrying amount of derivative instruments on the Company's consolidated balance sheets are as follows: Fair Value of Derivative Assets (Liabilities) March 31, 2020 December 31, 2019 Location on Consolidated Balance Sheet Fair Value Location on Consolidated Balance Sheet Fair Value Derivatives designated as ASC 815 hedges Commodity contracts Prepaid and other current assets $ 94 Accrued liabilities $ (46 ) Derivatives not designated as ASC 815 hedges Commodity contracts Accrued liabilities $ (6 ) Accrued liabilities $ (335 ) Economic interests in loans Other non-current assets $ 17,501 Other non-current assets $ 18,633 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The effects of derivatives not designated as ASC 815 hedging instruments on the consolidated statements of operations for the three months ended March 31, 2020 and 2019 are as follows: Derivatives Not Designated as Hedging Instruments: Location of Gain (Loss) Recognized in Income Amount of Gain (Loss) Recognized in Income Three Months Ended 2020 2019 Commodity contracts Other income (expense), net $ (407 ) $ (56 ) Economic interests in loans Financial services revenue 2,980 2,886 Total $ 2,573 $ 2,830 |
Pension Benefit Plans (Tables)
Pension Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The following table presents the components of pension expense for the Company's significant pension plans. The Company's other pension and post-retirement benefit plans are not significant individually or in the aggregate. Three Months Ended 2020 2019 Interest cost $ 3,275 $ 4,449 Expected return on plan assets (5,574 ) (4,964 ) Amortization of actuarial loss 2,849 2,484 Total $ 550 $ 1,969 |
Capital and Accumulated Other_2
Capital and Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income | Changes, net of tax, where applicable, in AOCI are as follows: Unrealized loss on available-for-sale debt securities Unrealized (loss) gain on derivative financial instruments Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2019 $ (274 ) $ (14 ) $ (25,166 ) $ (165,968 ) $ (191,422 ) Net other comprehensive loss attributable to common unitholders — — (2,936 ) — (2,936 ) Deconsolidation of API (see Note 3) — 14 10,522 6,945 17,481 Balance at March 31, 2020 $ (274 ) $ — $ (17,580 ) $ (159,023 ) $ (176,877 ) Unrealized loss on available-for-sale securities Unrealized (loss) gain on derivative financial instruments Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2018 $ (274 ) $ (277 ) $ (23,476 ) $ (153,217 ) $ (177,244 ) Net other comprehensive income attributable to common unitholders — 518 1,303 — 1,821 Balance at March 31, 2019 $ (274 ) $ 241 $ (22,173 ) $ (153,217 ) $ (175,423 ) |
Net (Loss) Income Per Common _2
Net (Loss) Income Per Common Unit (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 2020 2019 Net (loss) income from continuing operations $ (36,459 ) $ 19,762 Net (income) loss attributable to noncontrolling interests in consolidated entities (continuing operations) (130 ) 56 Net (loss) income from continuing operations attributable to common unitholders (36,589 ) 19,818 Net loss from discontinued operations attributable to common unitholders (25,148 ) (4,140 ) Net (loss) income attributable to common unitholders (61,737 ) 15,678 Effect of dilutive securities: Interest expense from SPLP Preferred Units (a), (b) — 2,973 Net (loss) income attributable to common unitholders – assuming dilution $ (61,737 ) $ 18,651 Net (loss) income per common unit – basic Net (loss) income from continuing operations $ (1.46 ) $ 0.80 Net loss from discontinued operations (1.01 ) (0.17 ) Net (loss) income attributable to common unitholders $ (2.47 ) $ 0.63 Net (loss) income per common unit – diluted Net (loss) income attributable to common unitholders $ (1.46 ) $ 0.58 Net loss from discontinued operations (1.01 ) (0.10 ) Net (loss) income attributable to common unitholders $ (2.47 ) $ 0.48 Denominator for net (loss) income per common unit – basic 25,020,854 24,846,653 Effect of dilutive securities: Unvested restricted common units — 379 SPLP Preferred Units (a) — 14,329,877 Denominator for net (loss) income per common unit – diluted (a), (b) 25,020,854 39,176,909 (a) Assumes the SPLP Preferred Units were redeemed in common units as described in Note 12 - " Capital and Accumulated Other Comprehensive Loss ." (b) For the three months ended March 31, 2020 , the diluted per unit calculation does not include 32,104,497 of SPLP Preferred Units and 32,933 of unvested restricted common units, since the impact would have been anti-dilutive. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | Assets and liabilities measured at fair value on a recurring basis in the Company's consolidated financial statements as of March 31, 2020 and December 31, 2019 are summarized by type of inputs applicable to the fair value measurements as follows: March 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities (a) $ 105 $ 18 $ — $ 123 Long-term investments (a) 186,451 — 34,381 220,832 Precious metal and commodity inventories recorded at fair value 19,540 — — 19,540 Economic interests in loans — — 17,501 17,501 Commodity contracts on precious metal and commodity inventories — 94 — 94 Warrants — — 2,086 2,086 Total $ 206,096 $ 112 $ 53,968 $ 260,176 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 6 $ — $ 6 Other precious metal liabilities 16,270 — — 16,270 Total $ 16,270 $ 6 $ — $ 16,276 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Marketable securities (a) $ 170 $ 50 $ — $ 220 Long-term investments (a) 222,178 — 53,658 275,836 Precious metal and commodity inventories recorded at fair value 11,377 — — 11,377 Economic interests in loans — — 18,633 18,633 Warrants — — 2,086 2,086 Total $ 233,725 $ 50 $ 74,377 $ 308,152 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 381 $ — $ 381 Other precious metal liabilities 11,481 — — 11,481 Total $ 11,481 $ 381 $ — $ 11,862 (a) For additional detail of the marketable securities and long-term investments see Note 8 - " Investments ." |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Following is a summary of changes in assets measured using Level 3 inputs: Investments in Associated Companies (a) Marketable Securities and Other (b) Total Balance as of December 31, 2019 $ 52,240 $ 22,137 $ 74,377 Purchases — 126 126 Sales and cash collections — (4,180 ) (4,180 ) Realized gains — 2,980 2,980 Unrealized gains 460 — 460 Unrealized losses (19,795 ) — (19,795 ) Balance as of March 31, 2020 $ 32,905 $ 21,063 $ 53,968 Balance as of December 31, 2018 $ 40,643 $ 21,274 $ 61,917 Purchases 14,943 — 14,943 Sales and cash collections — (3,846 ) (3,846 ) Realized gains — 2,886 2,886 Unrealized gains 3,774 — 3,774 Balance as of March 31, 2019 $ 59,360 $ 20,314 $ 79,674 (a) Unrealized gains and losses are recorded in Loss (income) of associated companies, net of taxes in the Company's consolidated statements of operations. (b) Realized and unrealized gains and losses are recorded in Realized and unrealized losses (gains) on securities, net or Financial services revenue in the Company's consolidated statements of operations. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment information is presented below: Three Months Ended 2020 2019 Revenue: Diversified industrial net sales $ 262,300 $ 280,921 Energy net revenue 38,602 38,986 Financial services revenue 46,998 35,906 Total revenue $ 347,900 $ 355,813 Income (loss) from continuing operations before interest expense and income taxes: Diversified industrial $ 14,874 $ 15,045 Energy 202 (1,755 ) Financial services 4,006 13,232 Corporate and other (50,655 ) 6,447 (Loss) income from continuing operations before interest expense and income taxes (31,573 ) 32,969 Interest expense 8,315 10,205 Income tax (benefit) provision (3,429 ) 3,002 Net (loss) income from continuing operations $ (36,459 ) $ 19,762 Loss (income) of associated companies, net of taxes: Corporate and other $ 34,507 $ (9,381 ) Total $ 34,507 $ (9,381 ) Segment depreciation and amortization: Diversified industrial $ 12,267 $ 11,654 Energy 3,756 4,445 Financial services 171 98 Corporate and other 41 34 Total depreciation and amortization $ 16,235 $ 16,231 |
Regulatory Matters (Tables)
Regulatory Matters (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Regulatory Matters [Abstract] | |
Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations | Amount of Capital Required Actual For Capital Adequacy Purposes Minimum Capital Adequacy With Capital Buffer To Be Well Capitalized Under Prompt Corrective Provisions Amount Ratio Amount Ratio Amount Ratio Amount Ratio As of March 31, 2020 Total Capital (to risk-weighted assets) $ 175,294 23.90 % $ 58,790 8.00 % $ 77,162 10.50 % $ 73,488 10.00 % Tier 1 Capital (to risk-weighted assets) $ 165,575 22.50 % $ 44,093 6.00 % $ 62,465 8.50 % $ 58,790 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 165,575 22.50 % $ 33,070 4.50 % $ 51,442 7.00 % $ 47,767 6.50 % Tier 1 Capital (to average assets) $ 165,575 18.00 % $ 36,802 4.00 % n/a n/a $ 46,002 5.00 % As of December 31, 2019 Total Capital (to risk-weighted assets) $ 178,930 19.50 % $ 73,525 8.00 % $ 96,502 10.50 % $ 91,907 10.00 % Tier 1 Capital (to risk-weighted assets) $ 167,131 18.20 % $ 55,144 6.00 % $ 78,121 8.50 % $ 73,525 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 167,131 18.20 % $ 41,358 4.50 % $ 64,335 7.00 % $ 59,739 6.50 % Tier 1 Capital (to average assets) $ 167,131 18.30 % $ 36,489 4.00 % n/a n/a $ 45,611 5.00 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash and Cash Equivalents | The amount of Cash, cash equivalents and restricted cash as of March 31, 2020 and 2019 in the consolidated statements of cash flows is reconciled to the Company's consolidated balance sheets as follows: March 31, 2020 2019 Cash and cash equivalents $ 395,822 $ 212,340 Restricted cash — 14,053 Total cash, cash equivalents and restricted cash $ 395,822 $ 226,393 |
Restrictions on Cash and Cash Equivalents | The amount of Cash, cash equivalents and restricted cash as of March 31, 2020 and 2019 in the consolidated statements of cash flows is reconciled to the Company's consolidated balance sheets as follows: March 31, 2020 2019 Cash and cash equivalents $ 395,822 $ 212,340 Restricted cash — 14,053 Total cash, cash equivalents and restricted cash $ 395,822 $ 226,393 |
Schedule of Cash Flow, Supplemental Disclosures | A summary of supplemental cash flow information for the three months ended March 31, 2020 and 2019 is presented in the following table: Three Months Ended March 31, 2020 2019 Cash paid during the period for: Interest $ 10,237 $ 11,594 Taxes $ 22,975 $ 1,234 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 347,900 | $ 355,813 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 328,289 | 334,218 |
Foreign | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 19,611 | $ 21,595 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Contract asset | $ 8,069 | $ 10,749 |
Contract liability | 10,614 | $ 6,737 |
Increase in contract liability | 4,027 | |
Revenue recognized | $ 147 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Jan. 23, 2020 | Apr. 01, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 151,921 | $ 149,626 | ||
Metallon | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 800 | |||
Goodwill | 2,300 | |||
Cash consideration | 3,500 | |||
Property, plant and equipment | $ 400 | |||
WebBank | National Partners | ||||
Business Acquisition [Line Items] | ||||
Fair value of consideration paid | $ 47,725 | |||
Loans payable | 10,000 | |||
Contingent consideration | 1,800 | |||
Receivables | 37,195 | |||
Intangible assets | 2,230 | |||
Goodwill | 6,515 | |||
Goodwill expected to be deductible for tax purposes | 6,515 | |||
WebBank | Agent Relationships | National Partners | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 1,800 | |||
WebBank | Trade Names | National Partners | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 430 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Feb. 02, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net loss on deconsolidation of discontinued operations | $ (22,847) | $ 0 | ||
Gain on deconsolidation | $ 29,637 | 29,637 | ||
Loss from guarantee liability | (52,484) | |||
Guarantee liability | 52,484 | |||
Periodic interest payment | $ 200 | |||
API | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Pension obligation liability | $ 5,238 | |||
Term Loan | API | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Remaining borrowing capacity | $ 69,220 |
Discontinued Operations - State
Discontinued Operations - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Costs and expenses: | ||
Loss before income taxes | $ (2,301) | $ (4,140) |
Net loss | (25,148) | (4,140) |
API | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue: | 6,388 | 31,240 |
Costs and expenses: | ||
Cost of goods sold | 6,085 | 28,294 |
Selling, general and administrative expenses | 2,219 | 6,041 |
Other expenses, net | 385 | 1,086 |
Total costs and expenses | 8,689 | 35,421 |
Loss before income taxes | (2,301) | (4,181) |
Income tax benefit | 0 | 41 |
Net loss | $ (2,301) | $ (4,140) |
Discontinued Operations - Summa
Discontinued Operations - Summary of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Total current assets | $ 0 | $ 41,012 |
Current liabilities: | ||
Total current liabilities | $ 0 | 21,256 |
API | Discontinued Operations, Disposed of by Sale | ||
Current assets: | ||
Cash and cash equivalents | 8,881 | |
Trade and other receivables | 13,367 | |
Inventories, net | 16,192 | |
Prepaid expenses and other current assets | 2,572 | |
Total current assets | 41,012 | |
Other non-current assets | 50 | |
Property, plant and equipment, net | 12,052 | |
Operating lease right-of-use-assets | 6,041 | |
Total Assets | 59,155 | |
Current liabilities: | ||
Accounts payable | 14,027 | |
Accrued liabilities | 4,701 | |
Short-term debt | 1,397 | |
Other current liabilities | 1,131 | |
Total current liabilities | 21,256 | |
Long-term debt | 69,055 | |
Deferred tax liabilities | 1,117 | |
Long-term operating lease liabilities | 4,804 | |
Accrued pension liabilities | 12,849 | |
Total Liabilities | $ 109,081 |
Loans Receivable, Including L_3
Loans Receivable, Including Loans Held For Sale - Loans Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Receivable [Line Items] | |||
Financing receivable, including loans held for sale, gross, total | $ 553,843 | $ 554,722 | |
Financing receivable, ratio to total, including loans held for sale (as a percent) | 100.00% | 100.00% | |
Financing receivable, gross, current | $ 364,576 | $ 358,577 | |
Financing receivable, gross, non-current | 189,267 | 196,145 | |
Allowance for loan losses, total | (52,423) | (36,682) | |
Allowance for loan losses, current | (52,423) | (36,682) | |
Allowance for loan losses, non-current | 0 | 0 | |
Total loans receivable, net | 501,420 | 518,040 | |
Loans receivable, net, current | 312,153 | 321,895 | |
Loans receivable, net, noncurrent | 189,267 | 196,145 | |
Loans receivable, including loans held for sale, current | 380,909 | 546,908 | |
Loans receivable, including loans held for sale, non-current | 189,267 | 196,145 | |
Pledged as collateral | 7,760 | 15,737 | |
Increase in loans held for sale | 4,969,689 | $ 5,214,272 | |
Loans held for sale | |||
Receivable [Line Items] | |||
Financing receivable, including loans held for sale, gross, total | $ 68,756 | $ 225,013 | |
Financing receivable, ratio to total, including loans held for sale (as a percent) | |||
Financing receivable, gross, current | $ 68,756 | $ 225,013 | |
Financing receivable, gross, non-current | 0 | 0 | |
Commercial real estate loans | |||
Receivable [Line Items] | |||
Financing receivable, including loans held for sale, gross, total | $ 663 | $ 659 | |
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 | 663 | 659 | |
Commercial and industrial | |||
Receivable [Line Items] | |||
Financing receivable, including loans held for sale, gross, total | $ 273,035 | $ 251,349 | |
Financing receivable, ratio to total, including loans held for sale (as a percent) | 49.00% | 45.00% | |
Financing receivable, gross, current | $ 258,689 | $ 233,510 | |
Financing receivable, gross, non-current | 14,346 | 17,839 | |
Consumer loans | |||
Receivable [Line Items] | |||
Financing receivable, including loans held for sale, gross, total | $ 280,145 | $ 302,714 | |
Financing receivable, ratio to total, including loans held for sale (as a percent) | 51.00% | 55.00% | |
Financing receivable, gross, current | $ 105,887 | $ 125,067 | |
Financing receivable, gross, non-current | 174,258 | 177,647 | |
WebBank | |||
Receivable [Line Items] | |||
Servicing asset | 2,892 | $ 2,898 | |
Proceeds from loans held for sale | 5,124,275 | $ 5,232,586 | |
Financing Receivable, Allowance for Credit Losses, Period Increase (Decrease) | $ 15,741 |
Inventories, Net - Summary of I
Inventories, Net - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 47,502 | $ 48,484 |
In-process | 35,790 | 30,913 |
Raw materials | 46,958 | 46,440 |
Fine and fabricated precious metal in various stages of completion | 25,393 | 29,202 |
Inventory, before LIFO reserve | 155,643 | 155,039 |
LIFO reserve | (2,555) | (3,398) |
Inventory, Net | $ 153,088 | $ 151,641 |
Inventories, Net - Narrative (D
Inventories, Net - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Bank of Nova Scotia | Consignment Agreement | Silver | ||
Inventory [Line Items] | ||
Merchandise under consignment | $ 13,910 | $ 6,880 |
Inventories, Net - Supplemental
Inventories, Net - Supplemental Inventory Information (Details) $ in Thousands | Mar. 31, 2020USD ($)$ / oz | Dec. 31, 2019USD ($)$ / oz |
Inventory Disclosure [Abstract] | ||
Precious metals stated at LIFO cost | $ | $ 4,954 | $ 15,660 |
Precious metals stated under non-LIFO cost methods, primarily at fair value | $ | $ 17,884 | $ 10,144 |
Market value per ounce, Silver (in dollars per ounce) | 14.52 | 17.86 |
Market value per ounce, Gold (in dollars per ounce) | 1,621.58 | 1,522.14 |
Market value per ounce, Palladium (in dollars per ounce) | 2,283.75 | 1,935.19 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles, Net - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Gross goodwill | $ 256,889 | $ 254,594 |
Accumulated impairments | (104,968) | (104,968) |
Net goodwill | 151,921 | 149,626 |
Acquisitions | 2,300 | |
Currency translation adjustment | (5) | |
Diversified Industrial | ||
Goodwill [Line Items] | ||
Gross goodwill | 183,150 | 180,855 |
Accumulated impairments | (40,178) | (40,178) |
Net goodwill | 142,972 | 140,677 |
Acquisitions | 2,300 | |
Currency translation adjustment | (5) | |
Energy net revenue | ||
Goodwill [Line Items] | ||
Gross goodwill | 67,143 | 67,143 |
Accumulated impairments | (64,790) | (64,790) |
Net goodwill | 2,353 | 2,353 |
Acquisitions | 0 | |
Currency translation adjustment | 0 | |
Financial Services | ||
Goodwill [Line Items] | ||
Gross goodwill | 6,515 | 6,515 |
Accumulated impairments | 0 | 0 |
Net goodwill | 6,515 | 6,515 |
Acquisitions | 0 | |
Currency translation adjustment | 0 | |
Corporate and Other | ||
Goodwill [Line Items] | ||
Gross goodwill | 81 | 81 |
Accumulated impairments | 0 | 0 |
Net goodwill | 81 | $ 81 |
Acquisitions | 0 | |
Currency translation adjustment | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles, Net - Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 315,476 | $ 317,789 |
Accumulated Amortization | 161,727 | 159,196 |
Net | 153,749 | 158,593 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 213,610 | 216,428 |
Accumulated Amortization | 110,348 | 109,701 |
Net | 103,262 | 106,727 |
Trademarks, trade names and brand names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 51,094 | 51,414 |
Accumulated Amortization | 18,667 | 18,469 |
Net | 32,427 | 32,945 |
Developed technology, patents and patent applications | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32,012 | 31,984 |
Accumulated Amortization | 17,610 | 17,176 |
Net | 14,402 | 14,808 |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 18,760 | 17,963 |
Accumulated Amortization | 15,102 | 13,850 |
Net | $ 3,658 | $ 4,113 |
Goodwill and Other Intangible_5
Goodwill and Other Intangibles, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Trademarks with indefinite lives | $ 11,320 | $ 11,320 | |
Amortization expense | 5,282 | $ 5,265 | |
Impairment of intangible assets | $ 617 |
Investments - Short-Term Invest
Investments - Short-Term Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | |||
Marketable securities | $ 123 | $ 220 | |
Unrealized gain (loss) | (97) | $ 232 | |
Steel Excel | |||
Debt Securities, Available-for-sale [Line Items] | |||
Securities sold during the period | $ 1,191 | $ 0 |
Investments - Gross Realized Ga
Investments - Gross Realized Gains and Losses (Details) - Steel Excel Inc. - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Gain (Loss) on Securities [Line Items] | ||
Gross realized gains | $ 0 | $ 0 |
Gross realized losses | (16,352) | 0 |
Realized losses, net | $ (16,352) | $ 0 |
Investments - Long-Term Investm
Investments - Long-Term Investments (Details) $ / shares in Units, $ in Thousands | Feb. 28, 2019$ / shares | Dec. 15, 2017$ / shares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Investments in Associated Companies: | |||||
(Income) Loss Recorded in the Consolidated Statements of Operations | |||||
Carried at cost: | |||||
Total | $ 220,832 | $ 275,836 | |||
Steel Connect, Inc (STCN) | |||||
Investments in Associated Companies: | |||||
Ownership percentage | 29.20% | 29.40% | |||
Long-Term Investments Balance | $ 13,637 | $ 26,547 | |||
(Income) Loss Recorded in the Consolidated Statements of Operations | $ 11,452 | (4,539) | |||
Aviat Networks, Inc. (Aviat) | |||||
Investments in Associated Companies: | |||||
Ownership percentage | 12.40% | 12.40% | |||
Long-Term Investments Balance | $ 5,697 | $ 9,417 | |||
(Income) Loss Recorded in the Consolidated Statements of Operations | $ 3,720 | (1,068) | |||
Other | |||||
Investments in Associated Companies: | |||||
Ownership percentage | 43.80% | 43.80% | |||
Long-Term Investments Balance | $ 1,683 | $ 1,223 | |||
(Income) Loss Recorded in the Consolidated Statements of Operations | (460) | 0 | |||
Corporate securities | |||||
Carried at cost: | |||||
Cost | 41,076 | 58,495 | |||
Corporate securities | API Group plc (API) | |||||
Carried at cost: | |||||
Gross Unrealized Gains | 126,730 | 128,282 | |||
Corporate securities | Net investment (loss) gain | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | 167,806 | 186,777 | |||
(Income) Loss Recorded in the Consolidated Statements of Operations | 1,553 | (1,889) | |||
Corporate securities | Net investment (loss) gain | Aerojet Rocketdyne Holdings [Member] | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | $ 165,230 | $ 180,357 | |||
Carried at cost: | |||||
Marketable Securities, Noncurrent, Percentage | 5.00% | 5.00% | |||
Corporate securities | Net investment (loss) gain | Babcock And Wilcox Enterprises [Member] | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | $ 1,007 | $ 4,989 | |||
Carried at cost: | |||||
Marketable Securities, Noncurrent, Percentage | 2.00% | 3.00% | |||
Collateralized debt securities | Net investment (loss) gain | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | $ 787 | $ 855 | |||
(Income) Loss Recorded in the Consolidated Statements of Operations | 0 | 0 | |||
Convertible notes | Steel Connect, Inc (STCN) | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | 8,189 | 11,839 | |||
(Income) Loss Recorded in the Consolidated Statements of Operations | 3,650 | 343 | |||
Corporate obligations | Corporate obligations | |||||
Carried at cost: | |||||
Cost | 14,943 | 14,943 | |||
Gross Unrealized Gains | 3,104 | ||||
Gross unrealized loss | 6,754 | ||||
Preferred stock | Steel Connect, Inc (STCN) | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | 23,033 | $ 39,178 | |||
(Income) Loss Recorded in the Consolidated Statements of Operations | 16,145 | $ (4,117) | |||
Carried at cost: | |||||
Cost | $ 35,634 | ||||
Debt conversion price (in dollars per share) | $ / shares | $ 1.96 | ||||
Ownership percentage if converted | 48.90% | ||||
Senior Notes | Convertible Senior Note Due 2024 | Common Stock | Steel Connect, Inc (STCN) | |||||
Carried at cost: | |||||
Debt Instrument, Convertible, Conversion Ratio | 0.4213 | ||||
Senior Notes | Steel Connect, Inc (STCN) | Convertible Senior Note Due 2024 | Common Stock | Steel Connect, Inc (STCN) | |||||
Carried at cost: | |||||
Debt conversion price (in dollars per share) | $ / shares | $ 2.37 |
Investments - Equity Securities
Investments - Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | ||
Net (losses) gains recognized during the period on equity securities | $ (18,002) | $ 2,109 |
Less: Net losses recognized during the period on equity securities sold during the period | (16,352) | 0 |
Unrealized (losses) gains recognized during the period on equity securities still held at the end of the period | $ (1,650) | $ 2,109 |
Investments - Additional Disclo
Investments - Additional Disclosures Related to Associated Company Financial Statements (Details) - Multiple equity method investments - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | |
Summary of balance sheet amounts: | ||||
Current assets | $ 223,534 | $ 213,324 | ||
Non-current assets | 565,361 | 518,239 | ||
Total assets | 788,895 | 731,563 | ||
Current liabilities | 268,113 | 256,850 | ||
Non-current liabilities | 431,786 | 386,835 | ||
Total liabilities | 699,899 | 643,685 | ||
Contingently redeemable preferred stock | 35,181 | 35,186 | ||
Equity | 53,815 | 52,692 | ||
Total liabilities and equity | $ 788,895 | $ 731,563 | ||
Summary operating results: | ||||
Net revenue | $ 215,452 | $ 206,223 | ||
Gross profit | 45,249 | 37,543 | ||
Net loss | $ (3,557) | $ (11,753) |
Investments - Other Investments
Investments - Other Investments - Related Party (Details) - WebBank - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||
Held to maturity securities | $ 27,025 | $ 37,896 |
Gross unrealized loss | (583) | (3) |
Fair value | 26,442 | 37,893 |
Maturities held one through five years | 11,079 | 23,339 |
Maturities between years five and ten | 14,092 | 12,373 |
Maturities, after ten years | $ 1,854 | $ 2,184 |
Debt - Long-term and Short-term
Debt - Long-term and Short-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Short-term debt | $ 591 | $ 1,800 |
Total | 564,816 | 336,289 |
Less: portion due within one year | 14,135 | 14,208 |
Long-term debt | 550,681 | 322,081 |
Total debt | 565,407 | 338,089 |
Loans Payable | Revolving Credit Facility | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Total | 559,352 | 330,700 |
Loans Payable | Revolving Credit Facility | Handy & Harman Ltd. (HNH) | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Total | 433 | 444 |
Other Domestic Debt | Handy & Harman Ltd. (HNH) | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Total | 5,031 | 5,145 |
Foreign Debt | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Short-term debt | $ 591 | $ 1,800 |
Debt - Maturities (Details)
Debt - Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Current portion of long-term debt | $ 14,135 | $ 14,208 |
Total | 564,816 | $ 336,289 |
2020 | 11,588 | |
2021 | 10,305 | |
2022 | 542,923 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 20, 2020 | Mar. 16, 2020 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 500,000,000 | ||
Weighted average interest rate | 3.50% | ||
Line of credit | $ 100,000,000 | $ 38,000,000 | |
Remaining borrowing capacity | $ 57,301,000 | ||
Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
Revolving Credit Facility | EuroRate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.25% | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 190,000,000 | ||
Amortization percentage | 2,500,000 | ||
Sublimit for Issuance of Swing Loans | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 55,000,000 | ||
Standby Letters of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 50,000,000 | ||
Line of credit | 10,578,000 | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit | 3,262,000 | ||
Environmental and Other Matters | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 7,316,000 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)oz | Dec. 31, 2019USD ($) | |
Silver, Ounces, Copper Contracts | Commodity contracts | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Amount | oz | 41,414 | |
WebBank | ||
Derivatives, Fair Value [Line Items] | ||
Undisbursed loan commitment | $ | $ 90,980 | $ 125,861 |
Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, remaining maturity | 3 years | |
Maximum | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, remaining maturity | 5 years |
Financial Instruments - Commodi
Financial Instruments - Commodity Contracts (Details) - Commodity $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)ozlbT | |
Silver, Ounces | |
Derivative [Line Items] | |
Amount | oz | 135,354 |
Notional Value | $ 1,955 |
Gold, Ounces | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Amount | oz | 1,941 |
Notional Value | $ 3,126 |
Palladium, Ounces | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Amount | oz | 573 |
Notional Value | $ 1,299 |
Copper, Pounds | |
Derivative [Line Items] | |
Notional Value | $ 565 |
Copper, Pounds | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Amount | lb | 215,000 |
Tin, Metric Tons | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Amount | T | 30 |
Notional Value | $ 462 |
Financial Instruments - Balance
Financial Instruments - Balance Sheet Location (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Commodity contracts | Designated as Hedging Instrument | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (46) | |
Commodity contracts | Designated as Hedging Instrument | Prepaid and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 94 | |
Commodity contracts | Not Designated as Hedging Instrument | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | (6) | (335) |
Economic interests in loans | Not Designated as Hedging Instrument | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 17,501 | $ 18,633 |
Financial Instruments - Income
Financial Instruments - Income Statement Location (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) | $ 2,573 | $ 2,830 |
Commodity contracts | Other income (expense), net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) | (407) | (56) |
Economic interests in loans | Financial services revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) | $ 2,980 | $ 2,886 |
Pension and Other Post-Retire_2
Pension and Other Post-Retirement Benefits - Components of Pension Expense and Other Postretirement Benefit Expense (Details) - Pension Plans, Defined Benefit - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Defined Benefit Plans Disclosure [Line Items] | ||
Interest cost | $ 3,275 | $ 4,449 |
Expected return on plan assets | (5,574) | (4,964) |
Amortization of actuarial loss | 2,849 | 2,484 |
Total | $ 550 | $ 1,969 |
Pension and Other Post-Retire_3
Pension and Other Post-Retirement Benefits - Narrative (Details) - Pension Plans, Defined Benefit $ in Thousands | Mar. 31, 2020USD ($) |
Defined Benefit Plan, Expected Future Employer Contributions [Abstract] | |
Remainder of 2020 | $ 0 |
2021 | 63,600 |
2022 | 32,400 |
2023 | 25,900 |
2024 | 15,700 |
Thereafter | $ 5,800 |
Capital and Accumulated Other_3
Capital and Accumulated Other Comprehensive Loss - Narrative (Details) - USD ($) | Feb. 06, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | May 24, 2018 | Dec. 07, 2016 | Jan. 02, 2012 |
Class of Stock [Line Items] | ||||||||
Common units outstanding (in shares) | 25,013,274 | 25,023,128 | ||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | ||||||
Incentive units granted, percentage of outstanding common units | 100.00% | |||||||
Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Common units outstanding (in shares) | 25,013,274 | |||||||
Common Units | ||||||||
Class of Stock [Line Items] | ||||||||
Authorized amount | $ 3,000,000 | |||||||
Units issued in the acquisition of WFHC noncontrolling interests (in shares) | 2,089,177 | |||||||
Units issued in acquisition of WFHC noncontrolling interests | $ 33,881,000 | |||||||
Series A Preferred Units | ||||||||
Class of Stock [Line Items] | ||||||||
Stated interest rate | 6.00% | |||||||
Preferred unit dividend | $ 2,725,000 | $ 2,970,000 | ||||||
Debt Instrument, Term | 9 years | |||||||
Repurchase period in force | 60 days | |||||||
Units redeemed (in shares) | 1,600,000 | |||||||
Additional redemption price (dollars per share) | $ 0.22 | |||||||
Redemption payment | $ 40,400,000 | |||||||
Preferred units outstanding | 6,327,288 | 7,927,288 | ||||||
2018 Incentive Award Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Shares authorized | 500,000 | |||||||
Shares granted (in shares) | 207,499 | |||||||
Unearned compensation expense | $ 2,905,000 | |||||||
Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Vesting period | 10 years |
Capital and Accumulated Other_4
Capital and Accumulated Other Comprehensive Loss - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | $ 476,419 | $ 492,508 |
Other comprehensive income (loss) | (2,936) | 1,821 |
Balance at end of year | 429,519 | 503,394 |
Unrealized loss on available-for-sale debt securities | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | (274) | (274) |
Other comprehensive income (loss) | 0 | 0 |
Deconsolidation of API (see Note 3) | 0 | |
Balance at end of year | (274) | (274) |
Unrealized (loss) gain on derivative financial instruments | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | (14) | (277) |
Other comprehensive income (loss) | 0 | 518 |
Deconsolidation of API (see Note 3) | 14 | |
Balance at end of year | 0 | 241 |
Cumulative translation adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | (25,166) | (23,476) |
Other comprehensive income (loss) | (2,936) | 1,303 |
Deconsolidation of API (see Note 3) | 10,522 | |
Balance at end of year | (17,580) | (22,173) |
Change in net pension and other benefit obligations | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | (165,968) | (153,217) |
Other comprehensive income (loss) | 0 | 0 |
Deconsolidation of API (see Note 3) | 6,945 | |
Balance at end of year | (159,023) | (153,217) |
Total | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | (191,422) | (177,244) |
Other comprehensive income (loss) | (2,936) | 1,821 |
Deconsolidation of API (see Note 3) | 17,481 | |
Balance at end of year | $ (176,877) | $ (175,423) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) provision | $ (3,429) | $ 3,002 |
Net (Loss) Income Per Common _3
Net (Loss) Income Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | ||
Net (loss) income from continuing operations | $ (36,459) | $ 19,762 |
Net (income) loss attributable to noncontrolling interests in consolidated entities (continuing operations) | (130) | 56 |
Income (Loss) from Continuing Operations Available to Common Unitholders | (36,589) | 19,818 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (25,148) | (4,140) |
Net (loss) income attributable to common unitholders | (61,737) | 15,678 |
Interest expense form SPLP Preferred Units | 0 | 2,973 |
Net (loss) income attributable to common unitholders – assuming dilution | $ (61,737) | $ 18,651 |
Net (loss) income per common unit – basic | ||
Net (loss) income from continuing operations (in dollars per share) | $ (1.46) | $ 0.80 |
Net loss from discontinued operations (in dollars per share) | (1.01) | (0.17) |
Net (loss) income attributable to common unitholders (in dollar per share) | (2.47) | 0.63 |
Net (loss) income per common unit – diluted | ||
Net (loss) income from continuing operations (in dollars per share) | (1.46) | 0.58 |
Net loss from discontinued operations (in dollars per share) | (1.01) | (0.10) |
Net (loss) income attributable to common unitholders (in dollars per share) | $ (2.47) | $ 0.48 |
Denominator for net income (loss) per common unit - basic (in shares) | 25,020,854 | 24,846,653 |
Effect of dilutive securities: | ||
Unvested restricted common units (in shares) | 0 | 379 |
SPLP Preferred Units (in shares) | 0 | 14,329,877 |
Denominator for net income per common unit - diluted (in shares) | 25,020,854 | 39,176,909 |
Preferred Units | ||
Effect of dilutive securities: | ||
Antidilutive units excluded from computation of earnings per share (in shares) | 32,104,497 | |
Restricted Stock Units (RSUs) | ||
Effect of dilutive securities: | ||
Antidilutive units excluded from computation of earnings per share (in shares) | 32,933 |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy Table (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Warrants | ||
Assets: | ||
Derivative asset total | $ 2,086 | |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Derivative asset total | $ 260,176 | 308,152 |
Liabilities: | ||
Total | 16,276 | 11,862 |
Fair Value, Measurements, Recurring | Marketable securities | ||
Assets: | ||
Derivative asset total | 123 | 220 |
Fair Value, Measurements, Recurring | Long-term investments | ||
Assets: | ||
Derivative asset total | 220,832 | 275,836 |
Fair Value, Measurements, Recurring | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Derivative asset total | 19,540 | 11,377 |
Fair Value, Measurements, Recurring | Economic interests in loans | ||
Assets: | ||
Derivative asset total | 17,501 | 18,633 |
Fair Value, Measurements, Recurring | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Derivative asset total | 94 | |
Liabilities: | ||
Financial instruments | 6 | 381 |
Fair Value, Measurements, Recurring | Warrants | ||
Assets: | ||
Derivative asset total | 2,086 | |
Fair Value, Measurements, Recurring | Other precious metal liabilities | ||
Liabilities: | ||
Financial instruments | 16,270 | 11,481 |
Fair Value, Measurements, Recurring | Level 1 | ||
Assets: | ||
Derivative asset total | 206,096 | 233,725 |
Liabilities: | ||
Total | 16,270 | 11,481 |
Fair Value, Measurements, Recurring | Level 1 | Marketable securities | ||
Assets: | ||
Derivative asset total | 105 | 170 |
Fair Value, Measurements, Recurring | Level 1 | Long-term investments | ||
Assets: | ||
Derivative asset total | 186,451 | 222,178 |
Fair Value, Measurements, Recurring | Level 1 | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Derivative asset total | 19,540 | 11,377 |
Fair Value, Measurements, Recurring | Level 1 | Economic interests in loans | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Derivative asset total | 0 | |
Liabilities: | ||
Financial instruments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Warrants | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Other precious metal liabilities | ||
Liabilities: | ||
Financial instruments | 16,270 | 11,481 |
Fair Value, Measurements, Recurring | Level 2 | ||
Assets: | ||
Derivative asset total | 112 | 50 |
Liabilities: | ||
Total | 6 | 381 |
Fair Value, Measurements, Recurring | Level 2 | Marketable securities | ||
Assets: | ||
Derivative asset total | 18 | 50 |
Fair Value, Measurements, Recurring | Level 2 | Long-term investments | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Economic interests in loans | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Derivative asset total | 94 | |
Liabilities: | ||
Financial instruments | 6 | 381 |
Fair Value, Measurements, Recurring | Level 2 | Warrants | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Other precious metal liabilities | ||
Liabilities: | ||
Financial instruments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ||
Assets: | ||
Derivative asset total | 53,968 | 74,377 |
Liabilities: | ||
Total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Marketable securities | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Long-term investments | ||
Assets: | ||
Derivative asset total | 34,381 | 53,658 |
Fair Value, Measurements, Recurring | Level 3 | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Economic interests in loans | ||
Assets: | ||
Derivative asset total | 17,501 | 18,633 |
Fair Value, Measurements, Recurring | Level 3 | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Derivative asset total | 0 | |
Liabilities: | ||
Financial instruments | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Warrants | ||
Assets: | ||
Derivative asset total | 2,086 | 2,086 |
Fair Value, Measurements, Recurring | Level 3 | Other precious metal liabilities | ||
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 74,377 | $ 61,917 |
Purchases | 126 | 14,943 |
Sales and cash collections | (4,180) | (3,846) |
Realized gains | 2,980 | 2,886 |
Unrealized gains | 460 | 3,774 |
Unrealized losses | (19,795) | |
Balance at end of period | 53,968 | 79,674 |
Investments in Associated Companies | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 52,240 | 40,643 |
Purchases | 0 | 14,943 |
Sales and cash collections | 0 | 0 |
Realized gains | 0 | 0 |
Unrealized gains | 460 | 3,774 |
Unrealized losses | (19,795) | |
Balance at end of period | 32,905 | 59,360 |
Marketable Securities and Other | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 22,137 | 21,274 |
Purchases | 126 | 0 |
Sales and cash collections | (4,180) | (3,846) |
Realized gains | 2,980 | 2,886 |
Unrealized gains | 0 | 0 |
Unrealized losses | 0 | |
Balance at end of period | $ 21,063 | $ 20,314 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Securities (Assets) | Mar. 31, 2020 |
Constant prepayment rate | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.0673 |
Constant prepayment rate | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.3510 |
Default rate | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.0189 |
Default rate | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.2749 |
Discount rate | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.0196 |
Discount rate | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.2551 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jul. 09, 2019USD ($) | Apr. 13, 2018USD ($) | Feb. 28, 2017USD ($) | Mar. 31, 2020USD ($)claimdefendant | Dec. 31, 2019USD ($) | Sep. 18, 2017USD ($) |
Loss Contingencies [Line Items] | ||||||
Accrual for environmental matters | $ 12,843,000 | |||||
Insurance recoveries | $ 17,500,000 | |||||
Estimated insurance recoveries | $ 10,000,000 | |||||
Handy & Harman Ltd. (HNH) | ||||||
Loss Contingencies [Line Items] | ||||||
Accrual for environmental matters | $ 11,494,000 | |||||
Settlement amount | $ 30,000,000 | |||||
BNS Subsidiary | ||||||
Loss Contingencies [Line Items] | ||||||
Claims, litigation matters (in number of claims) | claim | 30,000 | |||||
BNS Subsidiary | Insurance Claims | ||||||
Loss Contingencies [Line Items] | ||||||
Accrual relating to open and active claims | $ 1,349,000 | 1,349,000 | ||||
Minimum | BNS Subsidiary | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency, number of defendants (in defendants) | defendant | 100,000 | |||||
Adjacent Parcel | Environmental and Other Matters | Minimum | Handy & Harman Ltd. (HNH) | ||||||
Loss Contingencies [Line Items] | ||||||
Environmental exit costs, additional loss | $ 2,000,000 | |||||
Adjacent Parcel | Environmental and Other Matters | Maximum | Handy & Harman Ltd. (HNH) | ||||||
Loss Contingencies [Line Items] | ||||||
Environmental exit costs, additional loss | $ 6,000,000 | |||||
Costs | Former Owner / Operator | Environmental and Other Matters | ||||||
Loss Contingencies [Line Items] | ||||||
Ownership responsibility for site investigation and remediation costs percentage allocation | 75.00% | |||||
Costs | Hhem and HandH | ||||||
Loss Contingencies [Line Items] | ||||||
Accrual for environmental matters | $ 1,400,000 | |||||
Investigation and remediation costs | $ 8,600,000 | |||||
Costs | Hhem and HandH | Environmental and Other Matters | ||||||
Loss Contingencies [Line Items] | ||||||
Ownership responsibility for site investigation and remediation costs percentage allocation | 25.00% | |||||
Payments | $ 1,000,000 | |||||
Investigation and remediation costs | 2,700,000 | |||||
Camden | SLI | ||||||
Loss Contingencies [Line Items] | ||||||
Accrual for environmental matters | 2,500,000 | |||||
Counteroffer | 300,000 | |||||
Camden - Past And Future Expenses | SLI | ||||||
Loss Contingencies [Line Items] | ||||||
Damages claimed | $ 1,800,000 | |||||
Wayne facility | SLI | ||||||
Loss Contingencies [Line Items] | ||||||
Accrual for environmental matters | $ 1,300,000 | |||||
Selling, General and Administrative Expenses | Handy & Harman Ltd. (HNH) | ||||||
Loss Contingencies [Line Items] | ||||||
Settlement expense | $ 12,500,000 | |||||
Preferred stock | Steel Connect, Inc (STCN) | ||||||
Loss Contingencies [Line Items] | ||||||
Stock acquired | $ 35,000,000 |
Related Party Transactions - Ma
Related Party Transactions - Management Agreement (Details) - SP General Services LLC - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
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 | ||
Management Fee | |||
Related Party Transaction [Line Items] | |||
Services fees and reimbursable expenses | $ 1,772 | $ 1,934 | |
Unpaid amount for management fee | 128 | $ 27 | |
Reimbursable Expenses | |||
Related Party Transaction [Line Items] | |||
Services fees and reimbursable expenses | 942 | $ 2,140 | |
Deferred fees payable to related party | $ 967 | $ 409 |
Related Party Transactions - Co
Related Party Transactions - Corporate Services (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Related Parties | Management Fee | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | $ 4,474 |
Related Party Transactions - In
Related Party Transactions - Incentive Agreement (Details) - WebBank - Scenario, Forecast - Executive Officer | 10 Months Ended | 12 Months Ended | 36 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Percentage of sum of net income | 3.50% | ||
Percent difference between fair value of common stock and base amount | 3.50% | ||
Percent of budgeted net income | 80.00% |
Related Party Transactions - Ot
Related Party Transactions - Other (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Consolidation, eliminations | ||
Related Party Transaction [Line Items] | ||
Deposits | $ 89 | $ 100 |
Related Parties | WebBank | ||
Related Party Transaction [Line Items] | ||
Deposits | $ 1,160 | $ 1,156 |
Segment Information - Segment D
Segment Information - Segment Description (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 347,900 | $ 355,813 |
Diversified industrial net sales | ||
Segment Reporting Information [Line Items] | ||
Operating Expenses | 2,692 | |
Energy net revenue | ||
Segment Reporting Information [Line Items] | ||
Operating Expenses | 424 | |
Financial services revenue | ||
Segment Reporting Information [Line Items] | ||
Operating Expenses | (206) | |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Operating Expenses | 206 | |
Management Fee | Diversified industrial net sales | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 8,712 | 6,102 |
Management Fee | Energy net revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,573 | 2,461 |
Management Fee | Financial services revenue | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 850 | $ 969 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue: | $ 347,900 | $ 355,813 |
Income (loss) from continuing operations before interest expense and income taxes: | (31,573) | 32,969 |
Interest expense | 8,315 | 10,205 |
Income tax (benefit) provision | (3,429) | 3,002 |
Net (loss) income from continuing operations | (36,459) | 19,762 |
Total | 34,507 | (9,381) |
Depreciation and amortization | 16,235 | 16,231 |
Diversified industrial net sales | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 262,300 | 280,921 |
Income (loss) from continuing operations before interest expense and income taxes: | 14,874 | 15,045 |
Depreciation and amortization | 12,267 | 11,654 |
Energy net revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 38,602 | 38,986 |
Income (loss) from continuing operations before interest expense and income taxes: | 202 | (1,755) |
Depreciation and amortization | 3,756 | 4,445 |
Financial services revenue | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 46,998 | 35,906 |
Income (loss) from continuing operations before interest expense and income taxes: | 4,006 | 13,232 |
Depreciation and amortization | 171 | 98 |
Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Income (loss) from continuing operations before interest expense and income taxes: | (50,655) | 6,447 |
Total | 34,507 | (9,381) |
Depreciation and amortization | $ 41 | $ 34 |
Regulatory Matters (Details)
Regulatory Matters (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Common Equity Tier One Capital for Capital Adequacy, Capital Buffer To Risk Weighted Assets | 2.50% | |
Common Equity Tier One Capital Required for Capital Adequacy with Buffer to Risk Weighted Assets, when Fully Phased-in | 7.00% | |
Total Capital (to risk-weighted assets) | ||
Actual | $ 175,294 | $ 178,930 |
For capital adequacy purposes | 58,790 | 73,525 |
With capital buffer | 77,162 | 96,502 |
To be well capitalized under prompt corrective provisions | 73,488 | 91,907 |
Tier 1 Capital (to risk-weighted assets) | ||
Actual | 165,575 | 167,131 |
For capital adequacy purposes | 44,093 | 55,144 |
With capital buffer | 62,465 | 78,121 |
To be well capitalized under prompt corrective provisions | 58,790 | 73,525 |
Tier 1 Capital (to average assets) | ||
Actual | 165,575 | 167,131 |
For capital adequacy purposes | 36,802 | 36,489 |
To be well capitalized under prompt corrective provisions | $ 46,002 | $ 45,611 |
Risk Based Ratios (as a percent) | ||
Total Capital (to risk-weighted assets) Actual | 23.90% | 19.50% |
Total Capital (to risk-weighted assets) For capital adequacy purposes | 8.00% | 8.00% |
Total Capital (to risk-weighted assets) For adequacy with capital buffer | 10.50% | 10.50% |
Total Capital (to risk-weighted assets) To be well capitalized under prompt corrective provisions | 10.00% | 10.00% |
Common Equity Tier One Capital Required For Capital Adequacy to Risk Weighted Assets | 4.50% | 4.50% |
Tier 1 Capital (to risk-weighted assets) Actual | 22.50% | 18.20% |
Tier 1 Capital (to risk-weighted assets) For adequacy purposes | 6.00% | 6.00% |
Tier 1 Capital (to risk-weighted assets) For adequacy with capital buffer | 8.50% | 8.50% |
Tier 1 Capital (to risk-weighted assets) To be well capitalized under prompt corrective provisions | 8.00% | 8.00% |
Tier One Common Equity | $ 165,575 | $ 167,131 |
Tier One Common Capital For Capital Adequacy | 33,070 | 41,358 |
Tier One Common Capital To Be Well Capitalized | $ 47,767 | $ 59,739 |
Common Equity Tier 1 Capital | ||
Common Equity Tier One Capital to Risk Weighted Assets | 22.50% | 18.20% |
Common Equity Tier One Capital For Adequacy With Capital Buffer To Risk Weighted Assets | $ 51,442 | $ 64,335 |
Common Equity Tier One Capital Required For Adequacy With Capital Buffer To Risk Weighted Assets | 7.00% | 7.00% |
Common Equity Tier One Capital Required to be Well-Capitalized to Risk Weighted Assets | 6.50% | 6.50% |
Leverage Ratios (as a percent) | ||
Tier 1 Capital (to average assets) Actual | 18.00% | 18.30% |
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% |
Minimum | ||
Risk Based Ratios (as a percent) | ||
Total Capital (to risk-weighted assets) For adequacy with capital buffer | 10.50% | |
Tier 1 Capital (to risk-weighted assets) For adequacy purposes | 4.00% | |
Tier 1 Capital (to risk-weighted assets) For adequacy with capital buffer | 8.50% | |
Maximum | ||
Risk Based Ratios (as a percent) | ||
Tier 1 Capital (to risk-weighted assets) For adequacy purposes | 6.00% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Restrictions on Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 395,822 | $ 139,467 | $ 212,340 | |
Restricted cash | 0 | 14,053 | ||
Total cash, cash equivalents and restricted cash | $ 395,822 | $ 139,467 | $ 226,393 | $ 347,318 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Cash Flows, Supplemental Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest | $ 10,237 | $ 11,594 |
Taxes | $ 22,975 | $ 1,234 |