Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-35493 | |
Entity Registrant Name | STEEL PARTNERS HOLDINGS L.P. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3727655 | |
Entity Address, Address Line One | 590 Madison Avenue, 32nd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 520-2300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 21,308,375 | |
Entity Central Index Key | 0001452857 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Units, no par value | |
Trading Symbol | SPLP | |
Security Exchange Name | NYSE | |
Series A Preferred Units | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | 6.0% Series A Preferred Units | |
Trading Symbol | SPLP-PRA | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 562,149 | $ 234,448 |
Trade and other receivables - net of allowance for doubtful accounts of $2,325 and $2,414, respectively | 234,080 | 183,861 |
Loans receivable, including loans held for sale of $776,060 and $602,675, respectively, net | 1,443,166 | 1,131,745 |
Inventories, net | 214,846 | 214,084 |
Prepaid expenses and other current assets | 43,618 | 41,090 |
Total current assets | 2,497,859 | 1,805,228 |
Long-term loans receivable, net | 475,159 | 423,248 |
Goodwill | 148,629 | 125,813 |
Other intangible assets, net | 118,346 | 94,783 |
Other non-current assets | 348,678 | 195,859 |
Property, plant and equipment, net | 249,269 | 238,510 |
Operating lease right-of-use assets | 73,916 | 42,711 |
Long-term investments | 39,373 | 309,697 |
Total Assets | 3,951,229 | 3,235,849 |
Current liabilities: | ||
Accounts payable | 131,886 | 109,572 |
Accrued liabilities | 137,979 | 112,744 |
Deposits | 1,722,254 | 1,360,477 |
Short-term debt | 195 | 685 |
Current portion of long-term debt | 67 | 67 |
Other current liabilities | 95,435 | 65,598 |
Total current liabilities | 2,087,816 | 1,649,143 |
Long-term deposits | 377,232 | 208,004 |
Long-term debt | 186,922 | 179,572 |
Other borrowings | 20,309 | 41,682 |
Preferred unit liability | 154,250 | 152,247 |
Accrued pension liabilities | 83,694 | 84,948 |
Deferred tax liabilities | 5,973 | 41,055 |
Long-term operating lease liabilities | 60,185 | 35,512 |
Other non-current liabilities | 39,876 | 42,226 |
Total Liabilities | 3,016,257 | 2,434,389 |
Commitments and Contingencies | ||
Capital: | ||
Partners' capital common units: 21,304,915 and 21,605,093 issued and outstanding (after deducting 18,359,295 and 17,904,679 units held in treasury, at cost of $328,985 and $309,257), respectively | 1,038,447 | 952,094 |
Accumulated other comprehensive loss | (152,911) | (151,874) |
Total Partners' Capital | 885,536 | 800,220 |
Noncontrolling interests in consolidated entities | 49,436 | 1,240 |
Total Capital | 934,972 | 801,460 |
Total Liabilities and Capital | $ 3,951,229 | $ 3,235,849 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,325 | $ 2,414 |
Loans held-for-sale | $ 776,060 | $ 602,675 |
Common units issued (in shares) | 21,304,915 | 21,605,093 |
Common units outstanding (in shares) | 21,304,915 | 21,605,093 |
Common units held in treasury (in shares) | 18,359,295 | 17,904,679 |
Common units held in treasury, cost | $ 328,985 | $ 309,257 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 492,254 | $ 425,673 | $ 1,438,550 | $ 1,272,826 |
Costs and expenses: | ||||
Cost of goods sold | 283,285 | 273,657 | 833,977 | 830,640 |
Selling, general and administrative expenses | 124,934 | 93,634 | 376,252 | 280,599 |
Asset impairment charges | 0 | 2,449 | 329 | 2,884 |
Finance interest expense | 22,371 | 4,770 | 54,494 | 7,606 |
Provision for loan losses | 36,969 | 6,593 | 47,979 | 11,758 |
Interest expense | 4,115 | 5,110 | 15,934 | 14,452 |
Gains on sales of businesses | 0 | (295) | 0 | (85,480) |
Realized and unrealized (gains) losses on securities, net | (8,665) | (3,641) | (6,151) | 22,570 |
Other income, net | (801) | (1,627) | (5,806) | (3,308) |
Total costs and expenses | 462,208 | 380,650 | 1,317,008 | 1,081,721 |
Income from operations before income taxes and equity method investments | 30,046 | 45,023 | 121,542 | 191,105 |
Income tax (benefit) provision | (981) | 9,211 | (1,707) | 56,256 |
Loss (income) of associated companies, net of taxes | 3,140 | (616) | 11,944 | 1,767 |
Net income | 27,887 | 36,428 | 111,305 | 133,082 |
Net (income) loss attributable to noncontrolling interests in consolidated entities | (2,315) | (111) | (1,737) | (122) |
Net income attributable to common unitholders | $ 25,572 | $ 36,317 | $ 109,568 | $ 132,960 |
Net income per common unit - basic | ||||
Net income attributable to common unitholders (in dollars per share) | $ 1.20 | $ 1.57 | $ 5.10 | $ 5.85 |
Net income per common unit - diluted | ||||
Net income attributable to common unitholders (in dollars per share) | $ 1.14 | $ 1.45 | $ 4.68 | $ 5.26 |
Weighted-average number of common units outstanding - basic (in shares) | 21,298,871 | 23,147,644 | 21,495,689 | 22,737,902 |
Weighted-average number of common units outstanding - diluted (in shares) | 25,081,210 | 27,245,770 | 25,360,324 | 27,038,551 |
Diversified Industrial net sales | ||||
Revenue: | ||||
Total revenue | $ 299,098 | $ 312,200 | $ 918,570 | $ 986,113 |
Energy net revenue | ||||
Revenue: | ||||
Total revenue | 46,742 | 51,409 | 145,220 | 136,750 |
Financial Services revenue | ||||
Revenue: | ||||
Total revenue | 106,405 | 62,064 | 304,570 | 149,963 |
Supply Chain revenue | ||||
Revenue: | ||||
Total revenue | $ 40,009 | $ 0 | $ 70,190 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 27,887 | $ 36,428 | $ 111,305 | $ 133,082 |
Other comprehensive (loss) income, net of taxes: | ||||
Currency translation adjustments | (1,991) | (2,178) | (1,073) | (4,831) |
Changes in pension liabilities and other post-retirement benefit obligations | 36 | 0 | 36 | 0 |
Other comprehensive (loss) income | (1,955) | (2,178) | (1,037) | (4,831) |
Comprehensive income | 25,932 | 34,250 | 110,268 | 128,251 |
Comprehensive (income) loss attributable to noncontrolling interests | (2,315) | (111) | (1,737) | (122) |
Comprehensive income attributable to common unitholders | $ 23,617 | $ 34,139 | $ 108,531 | $ 128,129 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Capital (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of year (in shares) | 21,605,093 | 21,605,093 | |||||||
Balance at beginning of year | $ 915,882 | $ 819,841 | $ 801,460 | $ 723,510 | $ 654,225 | $ 669,048 | $ 801,460 | $ 669,048 | $ 669,048 |
Net income (loss) | 27,887 | 58,615 | 24,803 | 36,428 | 92,113 | 4,541 | $ 111,305 | 133,082 | $ 206,165 |
Currency translation adjustments | (1,991) | (175) | 1,093 | (2,178) | (2,194) | (459) | |||
Changes in pension liabilities and post-retirement benefit obligations | 36 | ||||||||
Equity compensation - restricted units | 599 | 419 | (11) | 369 | 354 | 119 | |||
Tax withholding related to vesting of restricted units | (100) | (333) | (560) | ||||||
Purchases of SPLP common units | (4,891) | (11,588) | (3,248) | (9,902) | (20,999) | (10,418) | |||
Adjustment to interest in consolidated subsidiaries | (2,550) | ||||||||
Purchases of subsidiary shares from noncontrolling interests | 48,900 | (8,606) | |||||||
Other, net | $ 0 | (30) | (61) | 11 | |||||
Balance at end of period (in shares) | 21,304,915 | 21,304,915 | 21,605,093 | ||||||
Balance at end of year | $ 934,972 | 915,882 | 819,841 | 747,667 | 723,510 | 654,225 | $ 934,972 | 747,667 | $ 801,460 |
Accounting Standards Update [Extensible Enumeration] | Impact of adopting current expected credit loss accounting guidance (see Note 1) | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of year | (3,862) | (3,862) | |||||||
Balance at end of year | $ (3,862) | ||||||||
Total Partners' Capital | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of year | 866,320 | 818,644 | 800,220 | 722,452 | 653,202 | 663,337 | 800,220 | 663,337 | 663,337 |
Net income (loss) | 25,572 | 59,150 | 24,846 | 36,317 | 92,078 | 4,565 | |||
Currency translation adjustments | (1,991) | (175) | 1,093 | (2,178) | (2,194) | (459) | |||
Changes in pension liabilities and post-retirement benefit obligations | 36 | ||||||||
Equity compensation - restricted units | 599 | 419 | (11) | 369 | 354 | 119 | |||
Tax withholding related to vesting of restricted units | (100) | (333) | (560) | ||||||
Purchases of SPLP common units | (4,891) | (11,588) | (3,248) | (9,902) | (20,999) | (10,418) | |||
Adjustment to interest in consolidated subsidiaries | (110) | ||||||||
Purchases of subsidiary shares from noncontrolling interests | (3,942) | ||||||||
Other, net | 1 | (30) | (61) | 11 | |||||
Balance at end of year | $ 885,536 | $ 866,320 | 818,644 | $ 746,498 | $ 722,452 | $ 653,202 | 885,536 | $ 746,498 | 800,220 |
Total Partners' Capital | Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of year | $ (3,862) | $ (3,862) | |||||||
Balance at end of year | $ (3,862) | ||||||||
Common Units | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of year (in shares) | 39,661,926 | 39,647,214 | 39,509,772 | 39,496,865 | 37,791,626 | 37,828,941 | 39,509,772 | 37,828,941 | 37,828,941 |
Equity compensation - restricted units (in shares) | 2,284 | 17,174 | 146,414 | 40,532 | 1,705,239 | (37,315) | |||
Tax withholding related to vesting of restricted units (in shares) | (2,462) | (8,972) | (31,297) | ||||||
Balance at end of period (in shares) | 39,664,210 | 39,661,926 | 39,647,214 | 39,506,100 | 39,496,865 | 37,791,626 | 39,664,210 | 39,506,100 | 39,509,772 |
Treasury Units | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of year (in shares) | (18,248,177) | (17,980,183) | (17,904,679) | (17,579,619) | (17,079,555) | (16,810,932) | (17,904,679) | (16,810,932) | (16,810,932) |
Balance at beginning of year | $ (324,093) | $ (312,505) | $ (309,257) | $ (295,701) | $ (274,702) | $ (264,284) | $ (309,257) | $ (264,284) | $ (264,284) |
Purchases of SPLP common units (in shares) | (111,118) | (267,994) | (75,504) | (236,746) | (500,064) | (268,623) | |||
Purchases of SPLP common units | $ (4,891) | $ (11,588) | $ (3,248) | $ (9,902) | $ (20,999) | $ (10,418) | |||
Other, net | $ (1) | ||||||||
Balance at end of period (in shares) | (18,359,295) | (18,248,177) | (17,980,183) | (17,816,365) | (17,579,619) | (17,079,555) | (18,359,295) | (17,816,365) | (17,904,679) |
Balance at end of year | $ (328,985) | $ (324,093) | $ (312,505) | $ (305,603) | $ (295,701) | $ (274,702) | $ (328,985) | $ (305,603) | $ (309,257) |
Partners' Capital | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of year | 1,017,276 | 969,425 | 952,094 | 856,908 | 785,464 | 795,140 | 952,094 | 795,140 | 795,140 |
Net income (loss) | 25,572 | 59,150 | 24,846 | 36,317 | 92,078 | 4,565 | |||
Equity compensation - restricted units | 599 | 419 | (11) | 369 | 354 | 119 | |||
Tax withholding related to vesting of restricted units | (100) | (333) | (560) | ||||||
Purchases of SPLP common units | (4,891) | (11,588) | (3,248) | (9,902) | (20,999) | (10,418) | |||
Adjustment to interest in consolidated subsidiaries | (110) | ||||||||
Purchases of subsidiary shares from noncontrolling interests | (3,942) | ||||||||
Other, net | 1 | (30) | (61) | 11 | |||||
Balance at end of year | 1,038,447 | 1,017,276 | 969,425 | 883,132 | 856,908 | 785,464 | 1,038,447 | 883,132 | 952,094 |
Partners' Capital | Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of year | (3,862) | (3,862) | |||||||
Balance at end of year | (3,862) | ||||||||
Accumulated Other Comprehensive Loss | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of year | (150,956) | (150,781) | (151,874) | (134,456) | (132,262) | (131,803) | (151,874) | (131,803) | (131,803) |
Currency translation adjustments | (1,991) | (175) | 1,093 | (2,178) | (2,194) | (459) | |||
Changes in pension liabilities and post-retirement benefit obligations | 36 | ||||||||
Balance at end of year | (152,911) | (150,956) | (150,781) | (136,634) | (134,456) | (132,262) | (152,911) | (136,634) | (151,874) |
Noncontrolling Interests in Consolidated Entities | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Balance at beginning of year | 49,562 | 1,197 | 1,240 | 1,058 | 1,023 | 5,711 | 1,240 | 5,711 | 5,711 |
Net income (loss) | 2,315 | (535) | (43) | 111 | 35 | (24) | |||
Adjustment to interest in consolidated subsidiaries | (2,440) | ||||||||
Purchases of subsidiary shares from noncontrolling interests | 48,900 | (4,664) | |||||||
Other, net | (1) | ||||||||
Balance at end of year | $ 49,436 | $ 49,562 | $ 1,197 | $ 1,169 | $ 1,058 | $ 1,023 | $ 49,436 | $ 1,169 | $ 1,240 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||||
Net income | $ 27,887 | $ 24,803 | $ 36,428 | $ 4,541 | $ 111,305 | $ 133,082 | $ 206,165 |
Adjustments to reconcile net income from operations to net cash (used in) provided by operating activities: | |||||||
Provision for loan losses | 36,969 | 7,806 | 6,593 | 1,282 | 47,979 | 11,758 | |
Loss of associated companies, net of taxes | 3,140 | (616) | 11,944 | 1,767 | |||
Realized and unrealized (gains) losses on securities, net | (8,665) | (3,641) | (6,151) | 22,570 | |||
Gains on sales of businesses | 0 | (295) | 0 | (85,480) | |||
Gain on sale of property, plant and equipment | 0 | (945) | |||||
Derivative gains on economic interests in loans | (3,762) | (3,973) | |||||
Non-cash pension expense (income) | 8,948 | (5,405) | |||||
Deferred income taxes | (30,390) | 17,682 | |||||
Depreciation and amortization | 14,693 | 12,701 | 41,433 | 40,212 | |||
Non-cash lease expense | 12,710 | 7,456 | |||||
Equity-based compensation | 1,007 | 842 | |||||
Asset impairment charges | 0 | 2,449 | 329 | 2,884 | |||
Other | 2,193 | 2,192 | |||||
Net change in operating assets and liabilities: | |||||||
Trade and other receivables | (12,999) | (24,953) | |||||
Inventories | 6,241 | (38,556) | |||||
Prepaid expenses and other assets | (1,038) | (20,301) | |||||
Accounts payable, accrued and other liabilities | (4,689) | 85,368 | |||||
Net increase in loans held for sale | (173,385) | (204,724) | |||||
Net cash provided by (used in) operating activities | 11,675 | (58,524) | |||||
Cash flows from investing activities: | |||||||
Purchases of investments | (204,611) | (284,884) | |||||
Proceeds from sales of investments | 207,893 | 0 | |||||
Proceeds from maturities of investments | 41,058 | 155,899 | |||||
Principal repayment on Steel Connect Convertible Note | 1,000 | 0 | |||||
Loan originations, net of collections | (242,667) | (34,845) | |||||
Purchases of property, plant and equipment | (36,667) | (30,188) | |||||
Proceeds from sale of property, plant and equipment | 490 | 1,241 | |||||
Net proceeds from sales of businesses | 0 | 142,426 | |||||
Acquisition, net of cash acquired | 0 | (35,298) | |||||
Increase in cash upon consolidation of Steel Connect | 65,896 | 0 | |||||
Other | (1,084) | 0 | |||||
Net cash used in investing activities | (168,692) | (85,649) | |||||
Cash flows from financing activities: | |||||||
Net revolver borrowings (repayments) | 6,910 | (93,359) | |||||
Repayments of term loans | (51) | (65) | |||||
Purchases of the Company's common units | (19,727) | (41,319) | |||||
Net decrease in other borrowings | (21,277) | (273,569) | |||||
Distribution to preferred unitholders | (7,225) | (7,225) | |||||
Purchase of subsidiary shares from noncontrolling interests | (2,784) | (8,606) | |||||
Tax withholding related to vesting of restricted units | (433) | (560) | |||||
Net increase in deposits | 531,006 | 606,626 | |||||
Net cash provided by financing activities | 486,419 | 181,923 | |||||
Net change for the period | 329,402 | 37,750 | |||||
Effect of exchange rate changes on cash and cash equivalents | (1,701) | (1,596) | |||||
Cash, cash equivalents and restricted cash at beginning of period | $ 234,448 | $ 325,363 | 234,448 | 325,363 | 325,363 | ||
Cash, cash equivalents and restricted cash at end of period | $ 562,149 | $ 361,517 | $ 562,149 | $ 361,517 | $ 234,448 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
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. ("we," "our," "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, banking and youth sports. SPLP operates through the following segments: Diversified Industrial, Energy, Financial Services and Supply Chain, which are managed separately and offer different products and services. For additional details related to the Company's reportable segments, see Note 17 - "Segment Information." Steel Partners Holdings GP Inc. ("SPH GP"), a Delaware corporation, is the general partner of SPLP and is wholly-owned by SPLP. The Company is managed by SP General Services LLC ("Manager"), pursuant to the terms of an amended and restated management agreement ("Management Agreement") discussed in further detail in Note 16 - "Related Party Transactions." Basis of Presentation The accompanying unaudited consolidated financial statements as of September 30, 2023 and for the three and nine month periods ended September 30, 2023 and 2022, 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. The financial results of Steel Connect, Inc. ("Steel Connect" or "STCN") have been included in the Company's consolidated financial statements from May 1, 2023 (see Note 3 - "Acquisitions and Divestitures"). 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 and nine months ended September 30, 2023 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 included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 ("Annual Report" or "Form 10-K"), from which the consolidated balance sheet as of December 31, 2022 has been derived. The Company's fiscal quarter ends on the last day of the calendar quarter; however, for certain subsidiaries of the Company, the fiscal quarter periods end on the Saturday that is closest to the last day of the calendar quarter, except for the last quarterly period of the fiscal year. The Company and all its subsidiaries close their books for fiscal years on December 31 except for Steel Connect, which closes their books for fiscal years on July 31. For ease of presentation, the quarterly financial statements included herein are described as ending on the last day of the calendar quarter. 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. Adoption of New Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") . This new standard changed 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 added certain new required disclosures. Under the expected loss model, entities 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. The Company adopted ASU 2016-13 on January 1, 2023. The guidance was applied on a modified-retrospective basis, with the cumulative-effect adjustment recorded to partners' capital on the adoption date. The adoption did not have a material effect on the Company’s trade receivables and other financial assets of its Diversified Industrial and Energy segments. The Company's Financial Services segment recognized an increase of $5,248 to its Allowance for Credit Losses and a decrease of $3,862, net of tax cumulative effect adjustment to the beginning balance of partners' capital from the adoption of ASU 2016-13. Steel Connect, which comprise the Company’s Supply Chain segment, elected to early adopt ASU 2016-13 as of the date of the Exchange Transaction, or May 1, 2023, in order to conform with our accounting policies. The adoption did not have a material effect on the trade receivables and other financial assets of the Company’s Supply Chain segment. WebBank analyzed the portfolio segments and classes of financing receivables based on the implementation of the new standard. There were no necessary changes in the portfolio segments or classes of financing receivables. The amortized cost basis for loans is the combination of the balance, deferred fees and costs, and premium or discount. WebBank does not generally record an allowance for credit losses ("ACL") for accrued interest because uncollectible accrued interest is reversed through interest income in a timely manner in line with the nonaccrual and past due policies for loans. Accrued interest is included in other assets on the consolidated balance sheets. As a result of the Company's adoption of ASU 2016-13, the following significant accounting policies have been updated from the policies described in the Annual Report on Form 10-K. Loans Receivable, Including Loans Held for Sale WebBank's loan activities include several lending arrangements with companies where it originates credit card and other loans for consumers and small businesses. These loans are classified as Loans receivable and are typically sold after origination. As part of these arrangements, WebBank earns fees that are recorded in non-interest income. Fees earned from these lending arrangements are recorded as fee income. WebBank also purchases participations in commercial and industrial loans through loan syndications. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at amortized cost. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield over the estimated life of the loan. Loans held for sale are carried at amortized cost. Gains and losses are recorded in noninterest income based on the difference between sales proceeds and amortized cost. Loans that are collateral-dependent are measured at the lower of amortized cost or the fair value of the collateral less the cost to sell. Loans are reported as past due when either principal or interest is due and unpaid for a period of 30 days or more. The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent for commercial loans, 120 days for consumer loans and 180 days for small business loans unless the loan is well-secured and in process of collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Allowance for Credit Losses The ACL, which consist of the allowance for loan losses, reserves for unfunded loan commitments, and the allowance on held to maturity debt securities, represents managements estimate of current expected credit losses over the contractual term of WebBank’s loan portfolio, unfunded lending commitments, and held to maturity debt securities as of the balance sheet date. The reserves for unfunded lending commitments is included in other current liabilities on the consolidated balance sheets. The allowance for held to maturity debt securities is estimated separately from loans and carried at net amortized cost included in other non-current assets on the consolidated balance sheets. The ACL is a valuation account that is deducted from the loan's amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged against the ACL and recognized in the consolidated statements of operations when management believes the recorded loan balance is confirmed as uncollectible. Management estimates the allowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. Specific reserves cover impaired loans, or loans individually valuated for impairment, and are primarily measured based on the fair value of collateral. Adjustments to the fair value of collateral are made for anticipated selling costs. A specific reserve may be zero if the fair value of collateral on the measurement date is greater than the carrying balance of the impaired loan. Additionally, the present value of expected future cash flows discounted at the original contractual interest rate may also be used, when practical. WebBank leverages economic projections from a third-party provider on a quarterly basis to generate macroeconomic factors for a two-year reasonable and supportable timeframe, before reverting to the baseline loss-curve implied loss expectations. After applying historic loss experience, the quantitatively derived level of ACL is reviewed for each segment using qualitative criteria. Various risk factors are tracked that influence our judgment regarding the level of the ACL across the portfolio segments. Primary qualitative factors that may be reflected in the quantitative models include: • Asset quality trends • Risk management and loan administration practices • Portfolio management and controls • Effect of changes in the nature and volume of the portfolio • Changes in lending policies and underwriting policies • Existence and effect of any portfolio concentrations • National economic business conditions and other macroeconomic adjustments • Regional and local economic and business conditions • Data availability and applicability • Industry monitoring • Value of underlying collateral Changes in the level of the ACL reflect changes in these factors. The magnitude of the impact of each of these factors on the qualitative assessment of the ACL changes from quarter to quarter according to the extent these factors are already reflected in historic loss rates and according to the extent these factors diverge from one another. Also considered is the uncertainty inherent in the estimation process when evaluating the ACL. Accounting Standards Not Yet Effective In June 2022, the FASB issued ASU 2022-03 , Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The new standard clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring the fair value of the security. The new standard also requires certain disclosures related to equity securities with contractual sale restrictions. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied prospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2023 | |
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 17 - "Segment Information." The following table presents the Company's revenues disaggregated by geography for the three and nine months ended September 30, 2023 and 2022. 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 Nine Months Ended 2023 2022 2023 2022 United States $ 443,981 $ 406,428 $ 1,327,713 $ 1,210,343 Foreign 48,273 19,245 110,837 62,483 Total revenue $ 492,254 $ 425,673 $ 1,438,550 $ 1,272,826 Contract Balances Differences in the timing of revenue recognition, billings and cash collections result in billed trade receivables, unbilled receivables (contract assets) and deferred revenues (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 September 30, 2023 and December 31, 2022, the contract asset balance was $5,700 and $11,937, 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. Contract Liabilities Balance at December 31, 2022 $ 4,380 Deferral of revenue 17,416 Recognition of unearned revenue (15,578) Balance at September 30, 2023 $ 6,218 Balance at December 31, 2021 $ 3,396 Deferral of revenue 6,027 Recognition of unearned revenue (6,161) Balance at September 30, 2022 $ 3,262 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Transfer and Exchange Agreement On April 30, 2023, the Company and Steel Connect, Inc. ("Steel Connect" or "STCN"), executed a series of agreements, in which the Company and certain of its affiliates (the "Steel Partners Group") transferred an aggregate of 3,597,744 shares of common stock, par value $0.10 per share, of Aerojet Rocketdyne Holdings, Inc. ("Aerojet") held by the Steel Partners Group to Steel Connect in exchange for 3,500,000 shares of newly created Series E Convertible Preferred Stock of Steel Connect (the “Series E Convertible Preferred Stock” and such transfer and related transactions, the "Exchange Transaction"). Following approval by the Steel Connect stockholders pursuant to the rules of The Nasdaq Stock Market LLC, the Series E Convertible Preferred Stock is convertible into an aggregate of 184.9 million shares of Steel Connect common stock, par value $0.01 per share (the “common stock” or “Common Stock”), and will vote together with the Steel Connect common stock and participate in any dividends paid on the Steel Connect common stock, in each case on an as-converted basis. Upon conversion of the Series E Convertible Preferred Stock, the Steel Partners Group would hold approximately 85.0% of the outstanding equity interests of Steel Connect. The Exchange Transaction closed on May 1, 2023, the date that the consideration was exchanged between the Company and Steel Connect and as of that date Steel Connect became a consolidated subsidiary for financial reporting purposes. Steel Connect is not consolidated for Federal income tax purposes because the ownership in Steel Connect is dispersed between different federal tax consolidation groups. Steel Connect's assets and liabilities have been included in the Company's consolidated balance sheet, with a related noncontrolling interest of 15.0% of STCN's common stock. Prior to May 1, 2023, the Company held a 49.6% ownership interest in Steel Connect and accounted for its investment in Steel Connect in accordance with the equity method of accounting. The Company remeasured the previously held equity method investment to its fair value based upon a valuation of Steel Connect, as of the date of the Exchange Transaction. The Exchange Transaction accomplishes the Company's objective, which is to increase ownership in Steel Connect in order to benefit from future earnings and growth and strengthens Steel Connect’s balance sheet to permit it to do acquisitions. The Exchange Transaction was accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , and, accordingly, Steel Connect’s results of operations have been consolidated in our financial statements since the date of the Exchange Transaction. The Company recorded a preliminary allocation of the Exchange Transaction to assets acquired and liabilities assumed based on their estimated fair values as of May 1, 2023. The final Exchange Transaction allocation, which is expected to be completed in the fourth quarter of 2023, will be based on final appraisals and other analysis of fair values of acquired assets and liabilities. The Company does not expect that differences between the preliminary and final Exchange Transaction allocation will have a material impact on its results of operations or financial position. The transaction costs associated with the Exchange Transaction were approximately $2,154 and were expensed as incurred within selling, general and administrative expenses for the nine months ended September 30, 2023. The following table summarizes the total Exchange Transaction consideration: (in thousands) May 1, 2023 Fair value of Aerojet common stock $ 202,733 Fair value of previously held interests in Steel Connect: Steel Connect common stock 14,910 Steel Connect Series C Preferred Stock 35,000 Steel Connect Convertible Note 13,006 Noncontrolling interest at fair value 48,900 Less cash acquired (65,896) Total estimated consideration, less cash acquired $ 248,653 The Company's initial fair value estimates of the assets acquired and the liabilities assumed in the Exchange Transaction, as well as updated preliminary fair value allocations reflecting adjustments made during the measurement period to date, are as follows: (in thousands) Initial Estimate Measurement Period Adjustments Preliminary Allocation Trade and other receivables $ 36,900 $ — $ 36,900 Inventories, net 6,900 — 6,900 Prepaid expenses and other current assets 5,000 — 5,000 Identifiable intangible assets 36,000 (500) 35,500 Other non-current assets 3,900 — 3,900 Property, plant and equipment, net 3,400 — 3,400 Operating lease right-of-use assets 29,250 — 29,250 Investments 202,733 — 202,733 Total assets acquired 324,083 (500) 323,583 Accounts payable 26,300 — 26,300 Accrued liabilities 29,100 — 29,100 Other current liabilities 15,230 — 15,230 Long-term operating lease liabilities 21,300 — 21,300 Other non-current liabilities 5,500 300 5,800 Total liabilities assumed 97,430 300 97,730 Goodwill 22,000 800 22,800 Net assets acquired at fair value $ 248,653 $ — $ 248,653 The excess of the Exchange Transaction consideration over the fair value of net identifiable assets acquired and liabilities assumed was recorded as goodwill, which was primarily attributed to expected synergies and the assembled workforce of Steel Connect and will not be deductible for income tax purposes. The fair values assigned to the net identifiable assets and liabilities assumed were based on management’s estimates and assumptions. Identifiable intangible assets were recognized at their estimated acquisition date fair values. The fair value of the trade name asset was determined using the relief-from-royalty method and the fair value of the customer relationships asset was determined using the excess earnings method. These income-based approaches included assumptions such as the amount and timing of projected cash flows, growth rates, customer attrition rates, discount rates, and the assessment of the asset’s life cycle. The estimated fair value and estimated remaining useful lives of identifiable intangible assets as of the Exchange Transaction date were as follows: (in thousands) Useful Life (Years) Amount Customer relationships 7 $ 25,000 Trade name Indefinite 10,500 Estimated fair value of identifiable intangible assets $ 35,500 The operating results of Steel Connect have been included in our consolidated financial statements since the date of the Exchange Transaction. (Unaudited) Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the fiscal year ended December 31, 2022, has been prepared as if the Exchange Transaction had occurred on January 1, 2021. (in thousands, except per share data) As reported Pro Forma Total revenue $ 1,695,441 $ 1,902,177 Income from operations before income taxes and equity method investments $ 275,498 $ 284,111 Net income $ 206,165 $ 271,215 Net income per common unit - basic $ 9.03 $ 11.62 Net income per common unit - diluted $ 8.12 $ 10.33 The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of that time, nor is it intended to be a projection of future results. 2022 WebBank Acquisition of Security Premium Finance On August 2, 2022, the Company, through its wholly-owned subsidiary, WebBank, completed the acquisition of Security Premium Finance Company, LLC ("Security Premium Finance"), based in Coral Gables, Florida for a total purchase price of $47,280 which was financed with cash on hand. The purchase price contains a profit share interest valued at approximately $1,440. Security Premium Finance provides insurance premium financing services for commercial and consumer clients to purchase property and casualty insurance products. In connection with the acquisition, the Company recorded premium finance receivables, other intangible assets and goodwill associated with the acquisition, totaling approximately $43,124, $1,370, and $2,959, respectively, as well as other assets and liabilities. Other intangible assets primarily consist of agent relationships. The goodwill from the acquisition consists largely of the synergies expected from combining the operations of the two businesses. The goodwill of $2,959 is expected to be deductible for income tax purposes. The purchase price and purchase price allocation of Security Premium Finance were finalized as of March 31, 2023, with no significant changes to preliminary amounts. The results of operations of Security Premium Finance are included with WebBank in the Company's Financial Services segment. 2022 Noncontrolling Interest Acquisition On January 7, 2022, the Company entered into stock purchase agreements with certain stockholders of iGo, Inc. ("iGo") to purchase such stockholders’ shares of iGo common stock at $5.50 per share in cash. Following the acquisition of such shares, the Company owned more than 90% of iGo’s outstanding shares. On January 14, 2022, iGo merged with a subsidiary of the Company ("Merger") without a vote or meeting of iGo's stockholders pursuant to the short-form merger provisions under the Delaware General Corporation Law. All remaining shares of iGo common stock not owned by the Company immediately prior to the Merger were converted into the right to receive $5.50 per share in cash, and the Company acquired all iGo shares it previously did not own for approximately $8,606. Upon completion of the Merger, iGo became a wholly-owned subsidiary of the Company. 2022 Investment in Nonconsolidated Affiliate On April 1, 2022, the Company acquired an interest in PCS-Mosaic Co-Invest L.P. ("PCS-Mosaic"), a private investment fund for a purchase price of approximately $23,600. The fund is primarily invested in specialized software development and training services. The Company accounts for its investment as an equity method investment as the Company does not have a controlling financial interest. The Company has not elected the fair value option to account for PCS-Mosaic which will be carried at cost, plus or minus the Company's share of net earnings or losses of the investment, subject to certain other adjustments. The Company’s share of net earnings or losses of the investment is included in Income (loss) of associated companies, net of tax on the Company’s consolidated statements of operations. Dividends received from the investee reduce the carrying amount of the investment. Due to the timing of receiving financial information from PCS-Mosaic, the Company records its share of net earnings or losses on a three month lag basis. For additional details, see Note 7 – "Investments." 2022 Divestiture of SLPE Business On April 25, 2022, the Company completed the sale of its subsidiary, SL Power Electronics Corporation ("SLPE"), to AEI US Subsidiary LLC, a subsidiary of Advanced Energy Industries, Inc. for a sales price of $144,500, consisting entirely of cash. SLPE designed, manufactured, and marketed power conversion solutions for original equipment manufacturers in the medical, lighting, audio-visual, controls, and industrial sectors and comprised the Company’s Electrical Products business in the Diversified Industrial segment. SLPE recognized net sales of $19,408 and income before taxes of $72 for the nine months ended September 30, 2022. |
Loans Receivable, Including Loa
Loans Receivable, Including Loans Held For Sale | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Loans Receivable, Including Loans Held For Sale | LOANS RECEIVABLE, INCLUDING LOANS HELD FOR SALEMajor classifications of Loans receivable, including loans held for sale, held by WebBank as of September 30, 2023 and December 31, 2022 are as follows: Total Current Non-current September 30, 2023 % December 31, 2022 % September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Loans held for sale $ 776,060 $ 602,675 $ 776,060 $ 602,675 $ — $ — Commercial real estate loans $ 1,563 — % $ 987 — % $ — $ — $ 1,563 $ 987 Commercial and industrial 1,051,804 87 % 857,817 87 % 614,488 472,934 437,316 384,883 Consumer loans 153,938 13 % 123,204 13 % 117,658 85,826 36,280 37,378 Total loans 1,207,305 100 % 982,008 100 % 732,146 558,760 475,159 423,248 Less: Allowance for credit losses (65,040) (29,690) (65,040) (29,690) — — Total loans receivable, net $ 1,142,265 $ 952,318 667,106 529,070 475,159 423,248 Loans receivable, including loans held for sale (a) $ 1,443,166 $ 1,131,745 $ 475,159 $ 423,248 (a) The amortized cost of loans receivable, including loans held for sale, is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities. The fair value of loans receivable, including loans held for sale, was $1,949,294 and $1,548,035 as of September 30, 2023 and December 31, 2022, respectively. Loans with an amortized cost of approximately $428,221 and $323,740 were pledged as collateral for potential borrowings as of September 30, 2023 and December 31, 2022, respectively. WebBank serviced $1,745 and $2,700 in loans for others as of September 30, 2023 and December 31, 2022, respectively. WebBank sold loans classified as loans held for sale of $13,811,235 and $11,565,876 during the nine months ended September 30, 2023 and 2022, 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 same periods were $14,104,112 and $11,822,704, respectively. WebBank's ACL increased $30,929, or 90.7%, during the three months ended September 30, 2023 and increased $35,350, or 119.1% during the nine months ended September 30, 2023. The increase in ACL primarily resulted from the deterioration in value of the collateral supporting one of WebBank's asset-based lending loans. The reserve for this loan was increased by $32,909 to $36,923, a reserve representing 100% of its outstanding principal balance. WebBank continues to monitor the impact of the current economic environment, including potential future negative impacts to its loan portfolio. Changes in the ACL are summarized as follows: Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total December 31, 2022 $ 28 $ 18,493 $ 11,169 $ 29,690 Impact of adopting current expected credit loss accounting guidance (see Note 1) 1 1,144 3,597 4,742 Charge-offs — (3,493) (2,539) (6,032) Recoveries 5 328 154 487 Provision 7 5,156 2,643 7,806 March 31, 2023 $ 41 $ 21,628 $ 15,024 $ 36,693 Charge-offs — (3,826) (2,462) (6,288) Recoveries 54 366 82 502 (Benefit) Provision (47) 4,815 (1,564) 3,204 June 30, 2023 $ 48 $ 22,983 $ 11,080 $ 34,111 Charge-offs — (4,569) (1,864) (6,433) Recoveries — 305 88 393 Provision 1 35,191 1,777 36,969 September 30, 2023 $ 49 $ 53,910 $ 11,081 $ 65,040 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total December 31, 2021 $ 23 $ 9,205 $ 4,697 $ 13,925 Charge-offs — (947) (1,273) (2,220) Recoveries 7 415 407 829 (Benefit) Provision (5) 648 639 1,282 March 31, 2022 $ 25 $ 9,321 $ 4,470 $ 13,816 Charge-offs — (1,005) (884) (1,889) Recoveries 6 410 276 692 (Benefit) Provision (6) 2,489 1,400 3,883 June 30, 2022 $ 25 $ 11,215 $ 5,262 $ 16,502 Charge-offs — (1,672) (712) (2,384) Recoveries 7 396 263 666 (Benefit) Provision (5) 3,511 3,087 6,593 September 30, 2022 $ 27 $ 13,450 $ 7,900 $ 21,377 The ACL and outstanding loan balances are summarized as follows: September 30, 2023 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total Allowance for credit losses: Individually evaluated for impairment $ 8 $ 37,820 $ — $ 37,828 Collectively evaluated for impairment 41 16,090 11,081 27,212 Total $ 49 $ 53,910 $ 11,081 $ 65,040 Outstanding loan balances: Individually evaluated for impairment $ 8 $ 39,990 $ — $ 39,998 Collectively evaluated for impairment 1,555 1,011,814 153,938 1,167,307 Total $ 1,563 $ 1,051,804 $ 153,938 $ 1,207,305 December 31, 2022 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total Allowance for loan losses: Individually evaluated for impairment $ 8 $ 825 $ — $ 833 Collectively evaluated for impairment 20 17,668 11,169 28,857 Total $ 28 $ 18,493 $ 11,169 $ 29,690 Outstanding loan balances: Individually evaluated for impairment $ 8 $ 4,357 $ — $ 4,365 Collectively evaluated for impairment 979 853,460 123,204 977,643 Total $ 987 $ 857,817 $ 123,204 $ 982,008 Nonaccrual and Past Due Loans Commercial and industrial loans past due 90 days or more and still accruing interest were $9,760 and $11,260 at September 30, 2023 and December 31, 2022, respectively. Consumer loans past due 90 days or more and still accruing interest were $4,210 and $4,680 at September 30, 2023 and December 31, 2022, respectively. The Company had nonaccrual loans of $ 37,721 and $788 at September 30, 2023 and December 31, 2022, respectively. Past due loans (accruing and nonaccruing) are summarized as follows: September 30, 2023 Current 30-89 Days 90+ Days Total Total Loans Recorded Nonaccrual Loans That Are Current (a) Commercial real estate loans $ 1,563 $ — $ — $ — $ 1,563 $ — $ — Commercial and industrial 1,027,364 14,680 9,760 24,440 1,051,804 9,760 37,721 Consumer loans 145,008 4,720 4,210 8,930 153,938 4,210 — Total loans $ 1,173,935 $ 19,400 $ 13,970 $ 33,370 $ 1,207,305 $ 13,970 $ 37,721 December 31, 2022 Current 30-89 Days 90+ Days Total Total Loans Recorded Nonaccrual Loans That Are Current (a) Commercial real estate loans $ 987 $ — $ — $ — $ 987 $ — $ — Commercial and industrial 832,757 13,800 11,260 25,060 857,817 11,260 788 Consumer loans 115,054 3,470 4,680 8,150 123,204 4,680 — Total loans $ 948,798 $ 17,270 $ 15,940 $ 33,210 $ 982,008 $ 15,940 $ 788 (a) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected. Credit Quality Indicators In addition to the past due and nonaccrual criteria, loans are analyzed using a loan grading system. Generally, internal grades are assigned to commercial loans based on the performance of the loans, financial/statistical models and loan officer judgment. For consumer loans and some commercial and industrial loans, the primary credit quality indicator is payment status. Reviews and grading of loans with unpaid principal balances of $100 or more is performed once per year. Grades follow definitions of Pass, Special Mention, Substandard and Doubtful, which are consistent with published definitions of regulatory risk classifications. The definitions of Pass, Special Mention, Substandard and Doubtful are summarized as follows: • Pass : An asset in this category is a higher quality asset and does not fit any of the other categories described below. The likelihood of loss is considered remote. • Special Mention : An asset in this category has a specific weakness or problem but does not currently present a significant risk of loss or default as to any material term of the loan or financing agreement. • Substandard : An asset in this category has a developing or minor weakness or weaknesses that could result in loss or default if deficiencies are not corrected or adverse conditions arise. • Doubtful : An asset in this category has an existing weakness or weaknesses that have developed into a serious risk of significant loss or default with regard to a material term of the financing agreement. Outstanding loan balances (accruing and nonaccruing) categorized by these credit quality indicators are summarized as follows: September 30, 2023 Non - Graded Pass Special Sub- Doubtful Total Loans Commercial real estate loans $ — $ 1,555 $ — $ 8 $ — $ 1,563 Commercial and industrial 645,027 366,787 — 3,067 36,923 1,051,804 Consumer loans 153,938 — — — — 153,938 Total loans $ 798,965 $ 368,342 $ — $ 3,075 $ 36,923 $ 1,207,305 December 31, 2022 Non - Graded Pass Special Sub- Doubtful Total Loans Commercial real estate loans $ — $ 979 $ — $ 8 $ — $ 987 Commercial and industrial 566,419 287,041 — 3,569 788 857,817 Consumer loans 123,204 — — — — 123,204 Total loans $ 689,623 $ 288,020 $ — $ 3,577 $ 788 $ 982,008 During the three and nine months ended September 30, 2023, WebBank did not issue new loans under the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP") authorized under the Coronavirus Aid, Relief, and Economic Security ("CARES") Act. The existing loans were funded by the PPP Liquidity Facility, have terms of between two and five years, and their repayment is guaranteed by the SBA. Payments by borrowers on the loans can begin up to 16 months after the note date, and interest will continue to accrue during the 16-month deferment at 1%. Loans can be forgiven in whole or in part (up to full principal and any accrued interest) if certain criteria are met. Loan processing fees paid to WebBank from the SBA are accounted for as loan origination fees. Net deferred fees are recognized over the life of the loan as yield adjustments on the loans. If a loan is paid off or forgiven by the SBA prior to its maturity date, the remaining unamortized deferred fees will be recognized in interest income at that time. The PPP loans are included in Commercial and industrial loans in the table above. As of September 30, 2023, the total PPP loans an d associated liabilities were $23,307 and $20,309, respectively, and included in Long-term loans receivable, net, and Other borrowings, respectively, in the consolidated balance sheet as of September 30, 2023. As of December 31, 2022, the total PPP loans and associated liabilities were $48,656 and $41,682, respectively, and included in Long-term loans receivable, net, and Other borrowings, respectively, in the consolidated balance sheet as of December 31, 2022. Upon borrower forgiveness, the SBA pays WebBank for the principal and accrued interest owed on the loan. WebBank has received forgiveness payments from the SBA and received payments from borrowers of $25,348 during the nine months ended September 30, 2023. The Company was offering loan modifications to assist borrowers during the COVID-19 pandemic. The CARES Act along with the inter agency statement issued by the federal banking agencies provides that loan modifications made in response to COVID-19 do not need to be accounted for as a troubled debt restructuring ("TDR"). Accordingly, the Company does not account for such loan modifications as TDRs. The Company's loan modifications allow for payment deferrals, payment reduction, and settlements amongst others. As of September 30, 2023, the Company had granted loan modifications on $ 1,128 of loans. The loan modification program is ongoing and additional loans continue to be granted modifications. The Company granted approximately 4,063 short–term deferments on loan balances of $1,128 , which represent 0.09% of total loan balances as of September 30, 2023. These loan modifications are not classified as TDRs and will not be reported as past due provided that they are performing in accordance with the modified terms. |
Inventories, Net
Inventories, Net | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | INVENTORIES, NET A summary of Inventories, net is as follows: September 30, 2023 December 31, 2022 Finished products $ 65,281 $ 57,487 In-process 37,590 39,300 Raw materials 74,894 79,008 Fine and fabricated precious metal in various stages of completion 37,692 39,104 215,457 214,899 LIFO reserve (611) (815) Total $ 214,846 $ 214,084 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. As of September 30, 2023 and December 31, 2022, the Company had approximately $27,942 and $29,381, respectively, of precious metals, principally silver, under consignment, which are recorded at fair value in Inventories, net with a corresponding liability for the same amount recorded 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. September 30, 2023 December 31, 2022 Supplemental inventory information: Precious metals stated at LIFO cost $ 3,347 $ 6,678 Precious metals stated under non-LIFO cost methods, primarily at fair value $ 33,734 $ 31,611 Market price per ounce: Silver $ 22.31 $ 23.91 Gold $ 1,856.26 $ 1,824.52 Platinum $ 911.15 $ 1,073.91 Palladium $ 1,256.05 $ 1,799.36 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | GOODWILL AND OTHER INTANGIBLE ASSETS, NETA summary of the change in the carrying amount of goodwill by reportable segment is as follows: Diversified Industrial Energy Financial Services Supply Chain Corporate and Other Total Balance as of December 31, 2022 Gross goodwill $ 155,183 $ 67,143 $ 9,474 $ — $ 81 $ 231,881 Accumulated impairments (41,278) (64,790) — — — (106,068) Net goodwill 113,905 2,353 9,474 — 81 125,813 Acquisition (a) — — — 22,785 — 22,785 Currency translation adjustments 31 — — — — 31 Balance as of September 30, 2023 Gross goodwill 155,214 67,143 9,474 22,785 81 254,697 Accumulated impairments (41,278) (64,790) — — — (106,068) Net goodwill $ 113,936 $ 2,353 $ 9,474 $ 22,785 $ 81 $ 148,629 (a) Related to the Exchange Transaction with Steel Connect. See Note 3 - "Acquisitions and Divestitures" A summary of Other intangible assets, net is as follows: September 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 216,506 $ 141,079 $ 75,427 $ 191,508 $ 132,246 $ 59,262 Trademarks, trade names and brand names 57,124 23,008 34,116 46,601 21,755 24,846 Developed technology, patents and patent applications 33,015 24,622 8,393 32,762 23,276 9,486 Other 16,656 16,246 410 16,657 15,468 1,189 Total $ 323,301 $ 204,955 $ 118,346 $ 287,528 $ 192,745 $ 94,783 Trademarks with indefinite lives as of September 30, 2023 and December 31, 2022 were $22,174 and $11,680, respectively. Amortization expense related to intangible assets was $4,438 and $3,583 for the three months ended September 30, 2023 and 2022, respectively, and $12,211 and $11,576 for the nine months ended September 30, 2023 and 2022, respectively. Based on gross carrying amounts at September 30, 2023, the Company's estimate of amortization expense for identifiable intangible assets for the years ending December 31, 2023 through 2027 is presented in the table below. Year Ending December 31, 2023 2024 2025 2026 2027 Estimated amortization expense 16,463 17,124 15,843 13,849 13,064 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS The following table summarizes the Company's long-term investments as of September 30, 2023 and December 31, 2022. Ownership % Long-Term Investments Balance September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Aerojet Rocketdyne Holdings, Inc. (a) — % 4.5 % — $ 201,278 STCN convertible notes (b) — 14,521 STCN preferred stock (b) — 35,000 STCN common stock (b) 30.0 % — 26,000 PCS-Mosaic (c) 58.3 % 59.0 % 19,186 23,323 Other long-term investments (d) 20,187 9,575 Total $ 39,373 $ 309,697 a) During the three months ended September 30, 2023, Steel Connect disposed of all its interest in Aerojet common Stock which it received in the Exchange Transaction for net proceeds of $207,799. See Note 3 - "Acquisitions and Divestitures". b) Balance included the Company's investment in STCN as of December 31, 2022. The Company's ownership of Steel Connect increased to 85.0% on May 1, 2023, as discussed in Note 3 - "Acquisitions and Divestitures" and, as of May 1, 2023, STCN is consolidated by the Company. The STCN convertible notes are outstanding as of September 30, 2023 and are eliminated in consolidation. c) Represents the Company's investment in PCS-Mosaic as described in Note 3 - "Acquisitions and Divestitures". d) The balance consists of multiple common stock investments of public and non-public companies and available for sale securities. The loss (income) of associated companies, net of taxes, for the three and nine months ended September 30, 2023 and 2022, respectively, are as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 STCN convertible notes $ — $ 151 $ 389 $ 1,106 STCN preferred stock — (716) — (96) STCN common stock — (323) 8,415 485 PCS-Mosaic 3,140 272 3,140 272 Total $ 3,140 $ (616) $ 11,944 $ 1,767 For the three months ended September 30, 2023, we recorded a non-cash impairment charge of approximately $3,140, net of taxes, related to other-than-temporary impairment (“OTTI”) recognized on our equity method investment in PCS-Mosaic. During the quarter ended September 30, 2023, the Company performed an interim impairment test of PCS-Mosaic due to the loss of a significant customer contract by a business that PCS-Mosaic is invested in. The Company calculated the fair value of PCS-Mosaic using a discounted cash flow model. After the evaluation, the Company determined the investment in PCS-Mosaic to be other than temporarily impaired and adjusted its carrying value to its fair value. The amounts of unrealized losses (gains) for the three and nine months ended September 30, 2023 and 2022 that relate to equity securities still held as of September 30, 2023 and 2022, respectively, are as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net (gains) losses recognized during the period on equity securities $ (8,665) $ (3,641) $ (6,151) $ 22,570 Less: Net (gains) recognized during the period on equity securities sold during the period (10,394) — (6,690) — Unrealized losses (gains) recognized during the period on equity securities still held at the end of the period $ 1,729 $ (3,641) $ 539 $ 22,570 Equity Method Investments As of September 30, 2023, the Company's investments in associated companies includes PCS-Mosaic, which is accounted for under the equity method of accounting. PCS-Mosaic is a private investment fund primarily invested in specialized software development and training services. PCS-Mosaic is carried at cost, plus or minus the Company’s share of net earnings or losses of the investment. Associated companies are included in the Corporate and Other segment. Beginning May 1, 2023, STCN was consolidated by the Company. Refer to Note 3 - "Acquisitions and Divestitures" for further details of the exchange transactions between the Company and STCN. 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 tables 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. September 30, 2023 Amortized Cost Gross Unrealized Gains Estimated Fair Value Carrying Value Collateralized securities $ 326,843 $ 2,187 $ 329,030 $ 326,843 Contractual maturities within: One year to five years 320,081 Five years to ten years 3,138 After ten years 3,624 Total $ 326,843 December 31, 2022 Amortized Cost Gross Unrealized Gains Estimated Fair Value Carrying Value Collateralized securities $ 176,719 $ 146 $ 176,865 $ 176,719 Contractual maturities within: One year to five years 169,783 Five years to ten years 5,281 After ten years 1,655 Total $ 176,719 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 corresponding non-credit portion charged to accumulated other comprehensive income. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The components of debt and a reconciliation to the carrying amount of long-term debt is presented in the table below: September 30, 2023 December 31, 2022 Short term debt: Foreign $ 195 $ 685 Short-term debt 195 685 Long-term debt: Credit Agreement 186,050 178,650 Other debt - domestic 939 989 Subtotal 186,989 179,639 Less: portion due within one year 67 67 Long-term debt 186,922 179,572 Total debt $ 187,184 $ 180,324 Long-term debt as of September 30, 2023 matures in each of the next five years as follows: Total 2023 2024 2025 2026 2027 Thereafter Long-term debt $ 186,989 $ 17 $ 67 $ 67 $ 186,117 $ 721 $ — As of September 30, 2023, the Company's senior credit agreement, as amended and restated ("Credit Agreement") covers substantially all of the Company's subsidiaries, with the exception of WebBank and Steel Connect, and provides for a senior secured revolving credit facility in an aggregate principal amount not to exceed $600,000 (the "Revolving Credit Loans"), which includes a $50,000 subfacility for swing line loans, a $50,000 subfacility for standby letters of credit and a foreign currency sublimit (available in euros and pounds sterling) equal to the lesser of $75,000 and the total amount of the Revolving Credit Commitment. The Credit Agreement permits, under certain circumstances, to increase the aggregate principal amount of revolving credit commitments under the Credit Agreement by $300,000 plus additional amounts so long as the Leverage Ratio would not exceed 3.50:1. Borrowings bear interest, at annual rates of either Base Rate, SOFR Rate or Term RFR, at the borrowers’ option, plus an applicable margin, as set forth in the Credit Agreement. As of September 30, 2023, the Credit Agreement also provides for a commitment fee of 0.150% to be paid on unused borrowings. The Credit Agreement contains financial covenants, including: (i) a Leverage Ratio not to exceed 4.25 to 1.00 for quarterly periods as of the end of each fiscal quarter; provided, however, that notwithstanding the foregoing, following a Material Acquisition, Borrowers shall not permit the Leverage Ratio, calculated as of the end of each of the four (4) fiscal quarters immediately following such Material Acquisition (which, for the avoidance of doubt, shall commence with the fiscal quarter in which such Material Acquisition is consummated), to exceed 4.50 to 1.00 and (ii) an Interest Coverage Ratio, calculated as of the end of each fiscal quarter, not less than 3.00 to 1.00. The Credit Agreement also contains standard representations, warranties and covenants for a transaction of this nature, including, among other things, covenants relating to: (i) financial reporting and notification; (ii) payment of obligations; (iii) compliance with law; (iv) maintenance of insurance; and (v) maintenance of properties. As of September 30, 2023, the Company was in compliance with all financial covenants under the Credit Agreement. The Company believes it will remain in compliance with the Credit Agreements covenants for the next twelve months. The Credit Agreement will expire on December 29, 2026. The weighted average interest rate on the Credit Agreement was 6.64% at September 30, 2023. As of September 30, 2023, letters of credit totaling $10,448 had been issued under the Credit Agreement. The primary use of the Company's letters of credit are to support the performance and financial obligations for environmental matters, insurance programs and real estate leases. The Credit Agreement permits the Company to borrow for the dividends on its preferred units, pension contributions, investments, acquisitions and other general corporate expenses. Based on financial results as of September 30, 2023, the Company's total availability under the Credit Agreement, which is based upon Consolidated Adjusted EBITDA and certain covenants as described in the Credit Agreement, was approximate ly $403,500 as of September 30, 2023. Steel Connect Revolving Credit Facility Steel Connect's wholly-owned subsidiary, ModusLink Corporation ("ModusLink"), has a revolving credit agreement (the "Umpqua Revolver") with Umpqua Bank which provides for a maximum credit commitment of $12,500 and a sub-limit of $5,000 for letters of credit and expires on March 31, 2025. As of September 30, 2023, ModusLink was in compliance with the Umpqua Revolver's covenants and believes it will remain in compliance with the Umpqua Revolver’s covenants for the next twelve months. As of September 30, 2023, ModusLink had available borrowing capacity of $11,890 and there was $610 outstanding for letters of credit. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
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 14 - "Fair Value Measurements"). As of September 30, 2023, outstanding derivatives mature withi n three 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 As of September 30, 2023, the Company had the following outstanding forward contracts with settlement dates through October 2023. There were no futures contracts outstanding as of September 30, 2023. Commodity Amount (in whole units) Notional Value Silver 74,539 ounces $ 1,707 Gold 27 ounces $ 47 Palladium 926 ounces $ 1,147 Platinum 60 ounces $ 54 Copper 298,000 pounds $ 1,090 Tin 18 metric tons $ 453 Fair Value Hedges. Certain forward contracts are accounted for as fair value hedges under ASC 815 for the Company's precious metal inventory carried at fair value. These contracts hedge 74,481 ou nces (in whole units) of silver and a majority of the Company's pounds 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, management evaluated counterparty risk and believes that there is minimal credit risk of default. The Company estimates the fair value of its derivative contracts based on the counterparty's statement. The Company maintains collateral on account with the third-party broker which varies in amount depending on the value of open contracts and the current market price. 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) September 30, 2023 December 31, 2022 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as ASC 815 hedges Commodity contracts Prepaid expenses and other current assets $ 22 Accrued liabilities $ (70) Derivatives not designated as ASC 815 hedges Commodity contracts Prepaid expenses and other current assets 12 Accrued liabilities $ (177) Economic interests in loans Other non-current assets $ 5,098 Other non-current assets $ 5,728 The effects of fair value hedge accounting on the consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 are not material. The effects of derivatives not designated as ASC 815 hedging instruments on the consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 are as follows: Derivatives Not Designated as Hedging Instruments: Location of Gain (Loss) Recognized in Income Amount of Gain Recognized in Income Three Months Ended Nine Months Ended 2023 2022 2023 2022 Commodity contracts Other income, net 33 $ (859) 790 $ (411) Economic interests in loans Financial Services revenue 1,415 1,591 3,763 3,973 Total $ 1,448 $ 732 $ 4,553 $ 3,562 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 September 30, 2023 and December 31, 2022, WebBank's undisbursed loan commitments totaled $411,151 and $606,537, 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. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 9 Months Ended |
Sep. 30, 2023 | |
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 (income) 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 Nine Months Ended 2023 2022 2023 2022 Interest cost $ 4,538 $ 2,381 $ 13,614 $ 7,145 Expected return on plan assets (4,467) (6,336) (13,401) (19,007) Amortization of actuarial loss 2,882 2,128 8,647 6,384 Total net pension expense (income) $ 2,953 $ (1,827) $ 8,860 $ (5,478) Net pension expense (income) is included in Selling, general and administrative expenses in the consolidated statements of operations. During the nine months ended September 30, 2023, the Company contributed $13,627 to its pension plans. 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 impact of declines in pension plan assets and interest rates, as well as other changes such as any plan termination or other acceleration events. The Company does not expect to make any additional contributions during the fourth quarter of 2023. |
Capital and Accumulated Other C
Capital and Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Capital and Accumulated Other Comprehensive Loss | CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS As of September 30, 2023, the Company had 21,304,915 Class A units (regular common units) outstanding. Common Unit Repurchase Program The Board of Directors of SPH GP, the general partner of SPLP (the "Board of SPH GP") has approved the repurchase of up to an aggregate of 8,770,240 of the Company's common units (the "Repurchase Program"), which is inclusive of 1,000,000 common units approved in May 2023. The Repurchase Program, which was announced on December 7, 2016, 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 repurchased 111,118 and 454,616 common units for an aggregate purchase price of $4,891 and $19,728 for the three and nine months ended September 30, 2023, respectively. From the inception of the Repurchase Program the Company has purchased 7,800,608 common units for an aggregate price of approximately $164,086. As of September 30, 2023, there remained 969,632 common units that may yet be purchased under the Repurchase Program. Incentive Award Plan The Company's 2018 Incentive Award 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"). On May 18, 2020, the Company's unitholders approved the Amended and Restated 2018 Incentive Award Plan, which increased the number of LP Units issuable under the 2018 Plan by 500,000 to a total of 1,000,000 LP Units. On June 9, 2021, the Company's unitholders approved the Second Amended and Restated 2018 Incentive Award Plan ("Second A&R 2018 Plan"), which increased the number of LP Units issuable under the 2018 Plan by 1,000,000 to a total of 2,000,000 LP Units. The Company granted 17,000 restricted units under the Second A&R 2018 Plan during the nine months ended September 30, 2023. Such LP Units were valued based upon the market value of the Company's LP Units on the date of grant, and collectively represent approximately $417 of unearned compensation that will be recognized as expense ratably over the vesting period of the units. The grants have cliff vesting periods that range from six months to two years from the date of grant. Preferred Units The Company's 6.0% Series A preferred units, no par value (the "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 $2,408 and $7,225 to preferred unitholders for both the three and nine months ended September 30, 2023 and 2022, 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. 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 non-current liabilities, including accrued interest expense, on the Company's consolidated balance sheet as of September 30, 2023 and December 31, 2022 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 September 30, 2023 and December 31, 2022, there were 6,422,128 SPLP Preferred Units outstanding. On November 8, 2023, the Board of SPH GP declared a regular quarterly cash distribution of $0.375 per unit, payable December 15, 2023, to unitholders of record as of December 1, 2023, on its SPLP Preferred Units. Accumulated Other Comprehensive Loss Changes, net of tax, where applicable, in AOCI are as follows: Unrealized loss on available-for-sale debt securities Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2022 $ (92) $ (17,113) $ (134,669) $ (151,874) Net other comprehensive income attributable to common unitholders — 1,093 — 1,093 Balance at March 31, 2023 (92) (16,020) (134,669) (150,781) Net other comprehensive loss attributable to common unitholders — (175) — (175) Balance at June 30, 2023 $ (92) $ (16,195) $ (134,669) $ (150,956) Net other comprehensive loss attributable to common unitholders — (1,991) 36 (1,955) Balance at September 30, 2023 $ (92) $ (18,186) $ (134,633) $ (152,911) Unrealized loss on available-for-sale securities Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2021 $ (92) $ (13,961) $ (117,750) $ (131,803) Net other comprehensive loss attributable to common unitholders — (459) — (459) Balance at March 31, 2022 (92) (14,420) (117,750) (132,262) Net other comprehensive loss attributable to common unitholders — (2,194) — (2,194) Balance at June 30, 2022 $ (92) $ (16,614) $ (117,750) $ (134,456) Net other comprehensive loss attributable to common unitholders — (2,178) — (2,178) Balance at September 30, 2022 $ (92) $ (18,792) $ (117,750) $ (136,634) Incentive Unit Awards In 2012, SPLP issued to the Manager partnership profits interests in the form of Incentive Units which entitle the holder generally to share in 15% of the increase in the equity value of the Company, based on the volume weighted average price of the Company’s common units for the 20 trading days prior to the year-end measurement date. In 2015, the Manager assigned its rights to Incentive Units to a related party, SPH SPV-I LLC ("SPH SPV-I") pursuant to an Incentive Unit Agreement. Vesting in Incentive Units is measured annually on the last day of the Company’s fiscal year and is based upon exceeding a baseline equity value per common unit which is currently $41.82 and was determined when the most recent award vested on December 31, 2022. 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 measurement date equity value per common unit is determined by calculating the volume weighted average price of the Company’s common units for 20 trading days prior to a measurement date. If an Incentive Unit award vests as of an annual measurement date they will be issued as Class C units. Upon vesting in Incentive Units, the baseline equity value will be recalculated as the new baseline equity value to be assessed at the next annual measurement date. If the baseline equity value is not exceeded as of an annual measurement date, then no portion of annual Incentive Units will be classified as Class C common units for that year and the baseline equity value per common unit will be the same amount as determined upon the prior vesting. The Class C units have the same rights as the LP Units, including, without limitation, with respect to partnership distributions and allocations of income, gain, loss and deduction, in all respects, except that liquidating distributions made by the Company to such holder may not exceed the amount of its capital account allocable to such Class C units and such Class C units may not be sold in the public market, until they have converted into LP Units. At such time that the amount of the capital account allocable to a Class C unit is equal to the amount of the capital account allocable to an LP Unit, such Class C unit shall convert automatically into an LP Unit. As of the annual measurement date on December 31, 2022, 200,253 Incentive Units vested as the Company’s volume weighted average price exceeded the then baseline equity value of $39.26, and upon vesting, were classified as Class C units. On March 21, 2023, the Company issued the 200,253 Class C common units to SPH SPV-I, which SPH SPV-I earned based on the Company’s performance in 2022. If September 30, 2023 was the annual measurement date, then approximately 154,078 Incentive Units would vest and be issued as Class C common units based upon the volume weighted-average price of the Company's common units for 20 trading days prior to September 30, 2023. However, pursuant to the terms to the Incentive Unit Agreement, vesting of the Incentive Units only occurs based on the value of the Company’s common units at the annual measurement date on December 31, and therefore, more, fewer or no Incentive Units may vest for 2023. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company recorded an income tax benefit of $981 for the three months ended September 30, 2023 and an income tax provision of $9,211 for the same period in 2022. The Company recorded an income tax benefit of $1,707 for the nine months ended September 30, 2023 and an income tax provision of $56,256 for the same period in 2022. 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, tax expense related to unrealized gains and losses on investment, changes in deferred tax valuation allowances, deferred tax movements resulting from the acquisition of Steel Connect 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. On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law which generally includes implementation of a new 15% corporate alternative minimum tax, a one percent excise tax on share repurchases, and tax incentives for energy and climate initiatives. These provisions are effective beginning January 1, 2023. The corporate alternative minimum tax and excise tax provisions of the IRA do not apply to the Company as it is a partnership for tax purposes and none of its subsidiaries are covered corporations. The Company will consider the IRA’s tax incentive provisions as applicable in evaluating current and future initiatives, but does not currently anticipate a significant impact from these new rules. |
Net Income Per Common Unit
Net Income Per Common Unit | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Unit | NET INCOME PER COMMON UNITThe following data was used in computing net income per common unit shown in the Company's consolidated statements of operations: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net income $ 27,887 $ 36,428 $ 111,305 $ 133,082 Net (income) loss attributable to noncontrolling interests in consolidated entities (2,315) (111) (1,737) (122) Net income attributable to common unitholders 25,572 36,317 109,568 132,960 Effect of dilutive securities: Interest expense from SPLP Preferred Units (a) 3,083 3,083 9,228 9,228 Net income attributable to common unitholders – assuming dilution $ 28,655 $ 39,400 $ 118,796 $ 142,188 Net income per common unit – basic Net income attributable to common unitholders $ 1.20 $ 1.57 $ 5.10 $ 5.85 Net income per common unit – diluted Net income attributable to common unitholders $ 1.14 $ 1.45 $ 4.68 $ 5.26 Denominator for net income per common unit – basic 21,298,871 23,147,644 21,495,689 22,737,902 Effect of dilutive securities: Incentive Units 154,078 191,080 153,063 220,240 Unvested restricted common units 24,341 104,396 19,340 156,494 SPLP Preferred Units 3,603,920 3,802,650 3,692,232 3,923,915 Denominator for net income per common unit – diluted 25,081,210 27,245,770 25,360,324 27,038,551 (a) Assumes the SPLP Preferred Units were redeemed in common units as described in Note 11 - "Capital and Accumulated Other Comprehensive Loss." |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Financial assets and liabilities measured at fair value on a recurring basis in the Company's consolidated financial statements as of September 30, 2023 and December 31, 2022 are summarized by type of inputs applicable to the fair value measurements as follows: September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Long-term investments (a) $ 16,136 $ 546 $ 3,505 $ 20,187 Precious metal and commodity inventories recorded at fair value 35,620 — — 35,620 Economic interests in loans (b) — — 5,098 5,098 Commodity contracts on precious metal and commodity inventories — 34 — 34 Warrants (c) — — 3,564 3,564 Total $ 51,756 $ 580 $ 12,167 $ 64,503 Liabilities: Other precious metal liabilities $ 29,167 $ — $ — $ 29,167 Total $ 29,167 $ — $ — $ 29,167 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Long-term investments (a) $ 234,039 $ — $ 52,336 $ 286,375 Precious metal and commodity inventories recorded at fair value 32,896 — — 32,896 Economic interests in loans (b) — — 5,728 5,728 Warrants (c) — — 3,564 3,564 Total $ 266,935 $ — $ 61,628 $ 328,563 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 247 $ — $ 247 Other precious metal liabilities 30,115 — — 30,115 Total $ 30,115 $ 247 $ — $ 30,362 (a) For additional details of the long-term investments, see Note 7 – "Investments." The investment in PCS-Mosaic of $19,186 and $23,323 as of September 30, 2023 and December 31, 2022, respectively, i s not included in the fair value leveling tables as it is valued at cost. (b) For additional details of the economic interests in loans, see Note 9 – "Financial Instruments". (c) Included within Other non-current assets in the consolidated balance sheets. There were no transfers of securities among the various measurement input levels during the three and nine months ended September 30, 2023 or 2022. 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 9 - "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 financial assets measured using Level 3 inputs: Long Term Investments (a) Economic Interests in Loans (b) Warrants (b) Total Balance as of December 31, 2022 $ 52,336 $ 5,728 $ 3,564 $ 61,628 Purchases 589 — — 589 Sales, cash collections, and eliminations (49,521) (4,393) — (53,914) Realized gains (5) 3,763 — 3,758 Unrealized gains 106 — — 106 Unrealized losses — — — — Balance as of September 30, 2023 $ 3,505 $ 5,098 $ 3,564 $ 12,167 Balance as of December 31, 2021 $ 50,085 $ 6,483 $ 6,929 $ 63,497 Purchases 999 — — 999 Sales, cash collections, and eliminations — (4,721) (2,150) (6,871) Realized gains — 3,973 (1,215) 2,758 Unrealized losses (1,007) — — (1,007) Balance as of September 30, 2022 $ 50,077 $ 5,735 $ 3,564 $ 59,376 (a) Unrealized gains and losses are recorded in (Income) loss of associated companies, net of taxes in the consolidated statements of operations. (b) Realized and unrealized gains and losses are recorded in Realized and unrealized (gains) losses on securities, net or Financial services revenue in the consolidated statements of operations. Long-Term Investments - Valuation Techniques The Company estimated the value of its investment in the STCN Note as of December 31, 2022 using a Binomial Lattice Model. Key inputs in the valuation included the trading price and volatility of STCN's common stock, the risk-free rate of return, as well as the dividend rate, conversion price, and maturity date. The fair value of the Company’s investment in STCN preferred stock as of December 31, 2022 was its par value because the Company has the right to redeem and the issuer has the right to convert the instrument at the redemption value. The Company's investments in the STCN Note and STCN preferred stock were remeasured as of the date of the Exchange Transaction. The Company's investment in Steel Connect as of September 30, 2023 was eliminated as the Company's ownership of Steel Connect increased to 85.0% on May 1, 2023, as discussed in Note 3 - "Acquisitions and Divestitures". 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 Company uses the net asset value included in quarterly statements it receives in arrears from a venture capital fund to determine the fair value of such fund and 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 9 - "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 9.36% to 35.20%, a constant default rate of 1.72% to 21.91% and a discount rate of 1.82% to 25.60%. 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, 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 ("DCF") 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 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 | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Environmental and Litigation Matters The Company and certain of the Company's subsidiaries are defendants in certain legal proceedings and environmental investigations and 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. Most of 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, in excess of the accrued liability (if any) for such matters, is provided. Any estimated range of possible loss is or will be based on currently available information and involves elements of judgment and significant uncertainties and 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 legal proceedings and environmental investigations would have a material effect on the financial position, liquidity or results of operations of the Company. The legal proceedings and environmental investigations 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 some 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 liabilities associated with environmental and litigation matters on an undiscounted basis, when they become probable and reasonably estimable. As of September 30, 2023, on a consolidated basis, the Company recorded liabilities of $13,444 and $24,736 in Accrued liabilities and Other non-current liabilities, respectively, on the consolidated balance sheet. As of December 31, 2022, on a consolidated basis, the Company recorded liabilities of $12,692 and $24,765 in Accrued Liabilities and Other non-current liabilities, respectively, 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. 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 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 federal and state environmental laws. Such existing and contingent liabilities are continually being readjusted based upon the emergence of new findings, techniques and alternative remediation methods. Included among these liabilities, certain of the Company's 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 at some of the sites at which the Company's subsidiaries are PRP's. Based upon information currently available, the Company's 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 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 of the Company's subsidiaries have environmental liabilities include the following: The Company 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 manufacturing facility located in Fairfield, Connecticut. An ecological risk assessment of the wetlands portion was submitted in the second quarter of 2016 to the CTDEEP for their review and approval. Company officials continue to meet with CTDEEP representatives to address a final workplan. Additional investigation of the wetlands is expected, pending approval of a mutually acceptable wetlands work plan. An updated work plan to investigate the upland portion of the parcel was prepared by the Company and approved by the CTDEEP in March 2018 and completed during 2019 and 2020. Additional upland investigatory work will be required to fully define the areas requiring remediation and is also dependent upon CTDEEP requirements and approval. Based on currently known information, the Company reasonably estimates that it may incur aggregate losses over a period of multiple years of between $10,500 and $17,500. The Company has a reserve of $14,300 recorded for future remediation costs, which is our best estimate within this range of potential losses. Due to the uncertainties, there can be no assurance that the final resolution of this matter will not be material to the financial position, results of operations or cash flows of the Company. In 1986, a subsidiary of the Company entered into an administrative consent order ("ACO") with the New Jersey Department of Environmental Protection ("NJDEP") to investigate and remediate property in Montvale, New Jersey that it purchased in 1984. The ACO involves investigation and remediation activities to be performed with regard to soil and groundwater contamination. The Company has been actively investigating and remediating the soil and groundwater since that time and has completed the implementation of the improved groundwater treatment system in operation at the property. 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 the Company, all after having the first $1,000 paid by the former owner/operator. Additionally, the Company 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 the Company 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 $900 has been established for the Company'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. Also, a reserve and related receivable of approximately $2,700 has been established for the former owner/operator's expected share of anticipated costs at this site. On December 18, 2019, the State of New Jersey ("State") filed a complaint against 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 claims it 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. On March 16, 2020, the Company filed a partial motion to dismiss, resulting in dismissal with prejudice of the State's trespass claim and limiting the damages recoverable through the State's public nuisance claim to monetary relief associated with abatement. On June 11, 2020, the State filed an Amended Complaint, bringing the same claims as the original complaint. On July 1, 2020, the Company answered and asserted crossclaims for indemnification and contribution against another defendant, Cycle Chem, Inc. Cycle Chem also asserted crossclaims against the Company, which have been answered. The parties have largely completed written and document discovery. As a result of the confidential mediation, the parties negotiated a settlement amount of $10,500, of which the Company would be required to pay $2,625, its 25% share, and of which other non-affiliated corporations would pay the remaining $7,875, their 75% share. Additionally, the State has also verbally agreed to a settlement amount of $3,500 with Cycle Chem for which they will be 100% responsible. On October 14, 2022, the Company and all other related parties advised the Court of the global settlement. The State is required to go through a formal approval process on the settlement amounts which includes a public notice and comment period. In the meantime, the legal proceedings have been delayed while the settlement process is finalized. Once State approval is finalized, the Court will have a final hearing to approve and issue a consent judgement. The Company'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") and in Camden, New Jersey and at its former subsidiary, SGL Printed Circuits in Wayne, New Jersey. At the Pennsauken Site, SLI entered into a consent decree with both the U.S. Department of Justice and the U.S. Environmental Protection Agency ("EPA") in 2013 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 the Pennsauken Site. The State is seeking treble damages and attorneys' fees, NRD for loss of use of groundwater, as well as a request that SLI pay all cleanup and removal costs that the State has incurred and will incur at the Pennsauken Site. On August 21, 2019, SLI submitted a $1,070 settlement offer, which was not accepted. The parties have substantially completed the fact and expert discovery, including the exchange of competing expert reports. The Company has a reserve of $2,582, which is the amount of SLI's last settlement offer. SLI intends to assert all legal and procedural defenses available to it. 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 the Company. SLI reported soil contamination and groundwater contamination in 2003 from the SurfTech site located in Camden, New Jersey. Substantial investigation and remediation work has been completed under the direction of the licensed site remediation professional for the site. Additional investigations related to PFAS compounds have been initiated and have delayed remediation actions. Remediation actions, including soil excavation and groundwater bioremediation, are expected to start in the first half of 2024. Post-remediation groundwater monitoring will be conducted following completion of soil excavation. A reserve of $3,000 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 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 Reith v. Lichtenstein, et al. On April 13, 2018, a purported shareholder of STCN, Donald Reith, filed a verified complaint, Reith v. Lichtenstein, et al., 2018-0277 (Del. Ch.) (the "Reith litigation") in the Chancery Court. The plaintiff sought to assert class action and derivative claims against the Company and several of its affiliated companies, together with certain of members STCN's board of directors, as well as other named defendants (collectively, the "defendants") 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 against all the individual defendants as STCN directors; 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 Chancery Court denied most of defendants' the motion to dismiss, allowing the matter to proceed. The defendants and plaintiff (the "parties") subsequently participated in document discovery. On August 13, 2021, the parties, entered into a memorandum of understanding (the "MOU") in connection with the settlement of the Reith litigation. Pursuant to the MOU, the defendants agreed (subject to court approval) to cause their directors' and officers' liability insurance carriers to pay to STCN $2,750 in cash. The Company's insurance carrier agreed to pay $1,100 of the settlement and STCN's insurance carrier agreed to pay the remaining $1,650. Following the parties' entry into a Stipulation and Agreement of Compromise, Settlement, and Release (the "Proposed Settlement Agreement") on February 18, 2022, on March 17, 2022, the Chancery Court granted, with modifications, a scheduling order (the "Scheduling Order") in connection with the Proposed Settlement Agreement. Pursuant to the Scheduling Order, during April 2022 the insurers completed the wiring of the settlement payments into an account jointly controlled by counsel for plaintiff and STCN, where the funds are to remain until final court approval of the settlement. In addition, pursuant to the terms of the MOU, certain of the individual defendants who are also current and former employees of the Company—Warren Lichtenstein (Executive Chairman), Jack Howard (President), and William Fejes (former Chief Operating Officer)—entered into separate letter agreements (the "Surrender Agreements") with STCN whereby they each agreed to surrender to STCN an aggregate 3,300,000 shares which they had initially received in December 2017 in consideration for services to STCN. Pursuant to the MOU and the Surrender Agreements, on August 17, 2021, Mr. Lichtenstein surrendered 2,133,333 Steel Connect shares (1,833,333 vested shares and 300,000 unvested shares), and Mr. Howard surrendered 1,066,667 Steel Connect shares (916,667 vested shares and 150,000 unvested shares). Also pursuant to the MOU and the Surrender Agreements, Mr. Fejes surrendered 100,000 vested shares in December 2021. After the parties filed papers in support of court approval of the settlement, and an objector filed papers in opposition to approval of the settlement, and after hearings held on August 12 and August 18, 2022, and after the parties and insurers agreed to modify the proposed settlement to increase by $250 the cash to be paid by the insurers, the court ruled on September 23, 2022 that it was denying approval of the settlement. The funds previously paid into escrow were returned to the insurance carriers. In connection with rejection of the settlement, it was no longer probable the Company had a liability for the proposed settlement liability nor receivable for the related insurance coverage and therefore both amounts were no longer accrued. On September 12, 2023, the court approved a stipulated pretrial and trial schedule culminating in a trial scheduled for September 2024. The possible liability, if any, with respect to this dispute cannot be determined as of this date. On September 1, 2023, a purported stockholder of STCN, Mohammad Ladjevardian, filed a verified complaint alleging a single direct claim for breach of fiduciary duty against members of STCN's Board of Directors, the Company, Steel Excel, Inc., and WebFinancial Corporation in connection with the Exchange Transaction. The complaint alleges that although the challenged transaction was approved by the independent Strategic Planning Committee of STCN's Board of Directors, the committee failed to obtain a "control premium" or to consider the dilutive effect that the Series E Convertible Preferred Stock issuance had on the plaintiff's holdings. Remedies requested include rescission of the Series E Convertible Preferred Stock and a judicially imposed requirement that all future transactions involving the Company and its affiliates be subject to minority stockholder approval. On September 27, 2023, the entity defendants moved to dismiss the complaint. On October 5, 2023, the individual defendants moved to dismiss the complaint. The possible liability, if any, with respect to this dispute cannot be determined as of this date. 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 September 30, 2023. In many cases these claims involved more than 100 defendants. There remained approximatel y 55 pending asbestos claims as of September 30, 2023. 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 September 30, 2023 and December 31, 2022, BNS Sub has accrued $1,389 and $1,418 respectively, 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS The receivables from related parties and payables to related parties are included in Prepaid expenses and other current assets and Other current liabilities, respectively, on the Company's consolidated balance sheets. The components of receivables from related parties and payables to related parties for the years ended September 30, 2023 and December 31, 2022 are presented below: September 30, 2023 December 31, 2022 Receivable from related parties: Receivable from associated companies - STCN $ — $ 967 Receivable from other related parties 236 (5) Total $ 236 $ 962 Payables to related parties: Accrued management fees $ 449 $ 299 Payables to other related parties 1,287 2,582 Total $ 1,736 $ 2,881 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 a 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 exceeding a baseline equity value per common unit, which is determined as of the last day of each fiscal year (see Note 11 - "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 $3,249 and $2,709 for the three months ended September 30, 2023 and 2022, respectively, and $9,319 and $7,646 for the nine months ended September 30, 2023 and 2022, respectively. The Management Fee is included in Selling, general and administrative expenses in the Company's consolidated statements of operations. Unpaid amounts for management fees included in Other current liabilities on the Company's consolidated balance sheet were $449 and $299 as of September 30, 2023 and December 31, 2022, respectively. 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: travel, 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, the substantial majority of which was for business-related air travel, were approximately $1,203 and $1,274 for the three months ended September 30, 2023 and 2022, respectively, and $3,582 and $3,265 for the nine months ended September 30, 2023 and 2022, respectively. Unpaid amounts for reimbursable expenses were approximately $1,140 and $2,427 as of September 30, 2023 and December 31, 2022, respectively, and are included in Other current liabilities 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. and Steel Partners, Ltd. and affiliates. In total, Steel Services currently charges approximately $1,787 annually to these companies. Upon closing of the Exchange Transaction on May 1, 2023, STCN became a consolidated subsidiary of the Company as described in Note 3 - "Acquisitions and Divestitures". Service fees charged to STCN after May 1, 2023 are eliminated in consolidation. All amounts billed under these service agreements are classified 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, 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. Other At September 30, 2023 and December 31, 2022, several related parties and consolidated subsidiaries had deposits totaling $110 and $1,112 at WebBank, respectively. Approximately $27 and $31 of these deposits, including interest which was not significant, have been eliminated in consolidation as of September 30, 2023 and December 31, 2022, respectively. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION SPLP operates through the following segments: Diversified Industrial, Energy, Supply Chain, and Financial Services, 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 Supply Chain segment is comprised of the operations of Steel Connect's wholly-owned subsidiary, ModusLink Corporation ("ModusLink") which provides supply chain management and logistics services. 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. Corporate and Other 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 its consolidated subsidiaries and other related companies as further discussed in Note 16 - "Related Party Transactions." Steel Services charged the Diversified Industrial, Energy, Financial Services, and Supply Chain segments approximately $13,184, $2,344, $497 and $617, respectively, for the three months ended September 30, 2023 and charged the Diversified Industrial, Energy, and Financial Services segments approximately $11,087, $1,784 and $459, respectively, for the three months ended September 30, 2022. Steel Services charged the Diversified Industrial, Energy, Financial Services, and Supply Chain segments approximately $39,552, $7,033, $1490, and $1,028, respectively, for the nine months ended September 30, 2023 and charged the Diversified Industrial, Energy, and Financial Services segments approximately $33,987, $5,352, and $1,377, respectively, for the nine months ended September 30, 2022. These service fees are reflected as expenses in the segment income (loss) below, but are eliminated in consolidation. Segment information is presented below: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue: Diversified Industrial $ 299,098 $ 312,200 $ 918,570 $ 986,113 Energy 46,742 51,409 145,220 136,750 Financial Services 106,405 62,064 304,570 149,963 Supply Chain 40,009 — 70,190 — Total revenue $ 492,254 $ 425,673 $ 1,438,550 $ 1,272,826 Income (loss) before interest expense and income taxes: Diversified Industrial $ 14,756 $ 27,500 $ 61,015 $ 183,534 Energy 5,968 6,383 15,239 14,012 Financial Services (2,588) 17,135 48,246 44,771 Supply Chain 4,011 — 5,846 — Corporate and Other 8,874 (269) (4,814) (38,527) Income before interest expense and income taxes 31,021 50,749 125,532 203,790 Interest expense 4,115 5,110 15,934 14,452 Income tax (benefit) provision (981) 9,211 (1,707) 56,256 Net income $ 27,887 $ 36,428 $ 111,305 $ 133,082 Loss (income) of associated companies, net of taxes: Corporate and Other $ 3,140 $ (616) $ 11,944 $ 1,767 Total $ 3,140 $ (616) $ 11,944 $ 1,767 Segment depreciation and amortization: Diversified Industrial 10,257 9,875 30,333 31,628 Energy 2,740 2,536 7,732 7,700 Financial Services 205 131 630 392 Supply Chain 1,324 — 2,234 — Corporate and Other 167 159 504 492 Total depreciation and amortization $ 14,693 $ 12,701 $ 41,433 $ 40,212 |
Regulatory Matters
Regulatory Matters | 9 Months Ended |
Sep. 30, 2023 | |
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. As a result of Basel III becoming fully implemented as of January 1, 2019, WebBank's 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) and 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 Minimum Capital Adequacy With To Be Well Capitalized Under Amount Ratio Amount Ratio Amount Ratio Amount Ratio As of September 30, 2023 Total Capital (to risk-weighted assets) $ 344,053 14.60 % $ 189,064 8.00 % $ 248,146 10.50 % $ 236,330 10.00 % Tier 1 Capital (to risk-weighted assets) $ 314,081 13.30 % $ 141,798 6.00 % $ 200,880 8.50 % $ 189,064 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 314,081 13.30 % $ 106,348 4.50 % $ 165,431 7.00 % $ 153,614 6.50 % Tier 1 Capital (to average assets) $ 314,081 12.80 % $ 98,055 4.00 % n/a n/a $ 122,568 5.00 % As of December 31, 2022 Total Capital (to risk-weighted assets) $ 306,618 15.00 % $ 163,952 8.00 % $ 215,187 10.50 % $ 204,940 10.00 % Tier 1 Capital (to risk-weighted assets) $ 280,951 13.70 % $ 122,964 6.00 % $ 174,199 8.50 % $ 163,952 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 280,951 13.70 % $ 92,223 4.50 % $ 143,458 7.00 % $ 133,211 6.50 % Tier 1 Capital (to average assets) $ 280,951 14.70 % $ 76,300 4.00 % n/a n/a $ 95,375 5.00 % The Federal Reserve, Office of the Comptroller of Currency and Federal Deposit Insurance Corporation issued an interim final rule that excludes loans pledged as collateral to the Federal Reserve's PPP Lending Facility from supplementary leverage ratio exposure and average total consolidated assets. Additionally, PPP loans will receive a zero percent risk weight under the risk-based capital rules of the federal banking agencies. WebBank elected to apply a modified transition provision issued by federal banking regulators related to the impact of the current expected credit loss accounting standard (CECL) on regulatory capital. The rule permits certain banking organizations to exclude from regulatory capital the initial adoption impact of CECL using a three-year phase-out period in which the benefit is reduced by 25% in year one, 50% in year two and 75% in year three. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION A summary of supplemental cash flow information for the nine months ended September 30, 2023 and 2022 is presented in the following table: Nine Months Ended September 30, 2023 2022 Cash paid during the period for: Interest $ 59,125 $ 18,959 Taxes $ 30,135 $ 22,026 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements as of September 30, 2023 and for the three and nine month periods ended September 30, 2023 and 2022, 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. The financial results of Steel Connect, Inc. ("Steel Connect" or "STCN") have been included in the Company's consolidated financial statements from May 1, 2023 (see Note 3 - "Acquisitions and Divestitures"). 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 and nine months ended September 30, 2023 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 included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 ("Annual Report" or "Form 10-K"), from which the consolidated balance sheet as of December 31, 2022 has been derived. The Company's fiscal quarter ends on the last day of the calendar quarter; however, for certain subsidiaries of the Company, the fiscal quarter periods end on the Saturday that is closest to the last day of the calendar quarter, except for the last quarterly period of the fiscal year. The Company and all its subsidiaries close their books for fiscal years on December 31 except for Steel Connect, which closes their books for fiscal years on July 31. For ease of presentation, the quarterly financial statements included herein are described as ending on the last day of the calendar quarter. 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. |
Adoption of New Accounting Standards and Accounting Standards Not Yet Effective | Adoption of New Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") . This new standard changed 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 added certain new required disclosures. Under the expected loss model, entities 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. The Company adopted ASU 2016-13 on January 1, 2023. The guidance was applied on a modified-retrospective basis, with the cumulative-effect adjustment recorded to partners' capital on the adoption date. The adoption did not have a material effect on the Company’s trade receivables and other financial assets of its Diversified Industrial and Energy segments. The Company's Financial Services segment recognized an increase of $5,248 to its Allowance for Credit Losses and a decrease of $3,862, net of tax cumulative effect adjustment to the beginning balance of partners' capital from the adoption of ASU 2016-13. Steel Connect, which comprise the Company’s Supply Chain segment, elected to early adopt ASU 2016-13 as of the date of the Exchange Transaction, or May 1, 2023, in order to conform with our accounting policies. The adoption did not have a material effect on the trade receivables and other financial assets of the Company’s Supply Chain segment. WebBank analyzed the portfolio segments and classes of financing receivables based on the implementation of the new standard. There were no necessary changes in the portfolio segments or classes of financing receivables. The amortized cost basis for loans is the combination of the balance, deferred fees and costs, and premium or discount. WebBank does not generally record an allowance for credit losses ("ACL") for accrued interest because uncollectible accrued interest is reversed through interest income in a timely manner in line with the nonaccrual and past due policies for loans. Accrued interest is included in other assets on the consolidated balance sheets. As a result of the Company's adoption of ASU 2016-13, the following significant accounting policies have been updated from the policies described in the Annual Report on Form 10-K. Loans Receivable, Including Loans Held for Sale WebBank's loan activities include several lending arrangements with companies where it originates credit card and other loans for consumers and small businesses. These loans are classified as Loans receivable and are typically sold after origination. As part of these arrangements, WebBank earns fees that are recorded in non-interest income. Fees earned from these lending arrangements are recorded as fee income. WebBank also purchases participations in commercial and industrial loans through loan syndications. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at amortized cost. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield over the estimated life of the loan. Loans held for sale are carried at amortized cost. Gains and losses are recorded in noninterest income based on the difference between sales proceeds and amortized cost. Loans that are collateral-dependent are measured at the lower of amortized cost or the fair value of the collateral less the cost to sell. Loans are reported as past due when either principal or interest is due and unpaid for a period of 30 days or more. The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent for commercial loans, 120 days for consumer loans and 180 days for small business loans unless the loan is well-secured and in process of collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Allowance for Credit Losses The ACL, which consist of the allowance for loan losses, reserves for unfunded loan commitments, and the allowance on held to maturity debt securities, represents managements estimate of current expected credit losses over the contractual term of WebBank’s loan portfolio, unfunded lending commitments, and held to maturity debt securities as of the balance sheet date. The reserves for unfunded lending commitments is included in other current liabilities on the consolidated balance sheets. The allowance for held to maturity debt securities is estimated separately from loans and carried at net amortized cost included in other non-current assets on the consolidated balance sheets. The ACL is a valuation account that is deducted from the loan's amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged against the ACL and recognized in the consolidated statements of operations when management believes the recorded loan balance is confirmed as uncollectible. Management estimates the allowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. Specific reserves cover impaired loans, or loans individually valuated for impairment, and are primarily measured based on the fair value of collateral. Adjustments to the fair value of collateral are made for anticipated selling costs. A specific reserve may be zero if the fair value of collateral on the measurement date is greater than the carrying balance of the impaired loan. Additionally, the present value of expected future cash flows discounted at the original contractual interest rate may also be used, when practical. WebBank leverages economic projections from a third-party provider on a quarterly basis to generate macroeconomic factors for a two-year reasonable and supportable timeframe, before reverting to the baseline loss-curve implied loss expectations. After applying historic loss experience, the quantitatively derived level of ACL is reviewed for each segment using qualitative criteria. Various risk factors are tracked that influence our judgment regarding the level of the ACL across the portfolio segments. Primary qualitative factors that may be reflected in the quantitative models include: • Asset quality trends • Risk management and loan administration practices • Portfolio management and controls • Effect of changes in the nature and volume of the portfolio • Changes in lending policies and underwriting policies • Existence and effect of any portfolio concentrations • National economic business conditions and other macroeconomic adjustments • Regional and local economic and business conditions • Data availability and applicability • Industry monitoring • Value of underlying collateral Changes in the level of the ACL reflect changes in these factors. The magnitude of the impact of each of these factors on the qualitative assessment of the ACL changes from quarter to quarter according to the extent these factors are already reflected in historic loss rates and according to the extent these factors diverge from one another. Also considered is the uncertainty inherent in the estimation process when evaluating the ACL. Accounting Standards Not Yet Effective In June 2022, the FASB issued ASU 2022-03 , Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The new standard clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring the fair value of the security. The new standard also requires certain disclosures related to equity securities with contractual sale restrictions. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied prospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures. |
Disaggregation of Revenues | Disaggregation of RevenuesRevenues 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. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 Nine Months Ended 2023 2022 2023 2022 United States $ 443,981 $ 406,428 $ 1,327,713 $ 1,210,343 Foreign 48,273 19,245 110,837 62,483 Total revenue $ 492,254 $ 425,673 $ 1,438,550 $ 1,272,826 |
Contract with Customer Liability | Contract Liabilities Balance at December 31, 2022 $ 4,380 Deferral of revenue 17,416 Recognition of unearned revenue (15,578) Balance at September 30, 2023 $ 6,218 Balance at December 31, 2021 $ 3,396 Deferral of revenue 6,027 Recognition of unearned revenue (6,161) Balance at September 30, 2022 $ 3,262 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the total Exchange Transaction consideration: (in thousands) May 1, 2023 Fair value of Aerojet common stock $ 202,733 Fair value of previously held interests in Steel Connect: Steel Connect common stock 14,910 Steel Connect Series C Preferred Stock 35,000 Steel Connect Convertible Note 13,006 Noncontrolling interest at fair value 48,900 Less cash acquired (65,896) Total estimated consideration, less cash acquired $ 248,653 The Company's initial fair value estimates of the assets acquired and the liabilities assumed in the Exchange Transaction, as well as updated preliminary fair value allocations reflecting adjustments made during the measurement period to date, are as follows: (in thousands) Initial Estimate Measurement Period Adjustments Preliminary Allocation Trade and other receivables $ 36,900 $ — $ 36,900 Inventories, net 6,900 — 6,900 Prepaid expenses and other current assets 5,000 — 5,000 Identifiable intangible assets 36,000 (500) 35,500 Other non-current assets 3,900 — 3,900 Property, plant and equipment, net 3,400 — 3,400 Operating lease right-of-use assets 29,250 — 29,250 Investments 202,733 — 202,733 Total assets acquired 324,083 (500) 323,583 Accounts payable 26,300 — 26,300 Accrued liabilities 29,100 — 29,100 Other current liabilities 15,230 — 15,230 Long-term operating lease liabilities 21,300 — 21,300 Other non-current liabilities 5,500 300 5,800 Total liabilities assumed 97,430 300 97,730 Goodwill 22,000 800 22,800 Net assets acquired at fair value $ 248,653 $ — $ 248,653 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The estimated fair value and estimated remaining useful lives of identifiable intangible assets as of the Exchange Transaction date were as follows: (in thousands) Useful Life (Years) Amount Customer relationships 7 $ 25,000 Trade name Indefinite 10,500 Estimated fair value of identifiable intangible assets $ 35,500 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma consolidated results of operations for the fiscal year ended December 31, 2022, has been prepared as if the Exchange Transaction had occurred on January 1, 2021. (in thousands, except per share data) As reported Pro Forma Total revenue $ 1,695,441 $ 1,902,177 Income from operations before income taxes and equity method investments $ 275,498 $ 284,111 Net income $ 206,165 $ 271,215 Net income per common unit - basic $ 9.03 $ 11.62 Net income per common unit - diluted $ 8.12 $ 10.33 |
Loans Receivable, Including L_2
Loans Receivable, Including Loans Held For Sale (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Trade and Other Receivables | Major classifications of Loans receivable, including loans held for sale, held by WebBank as of September 30, 2023 and December 31, 2022 are as follows: Total Current Non-current September 30, 2023 % December 31, 2022 % September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Loans held for sale $ 776,060 $ 602,675 $ 776,060 $ 602,675 $ — $ — Commercial real estate loans $ 1,563 — % $ 987 — % $ — $ — $ 1,563 $ 987 Commercial and industrial 1,051,804 87 % 857,817 87 % 614,488 472,934 437,316 384,883 Consumer loans 153,938 13 % 123,204 13 % 117,658 85,826 36,280 37,378 Total loans 1,207,305 100 % 982,008 100 % 732,146 558,760 475,159 423,248 Less: Allowance for credit losses (65,040) (29,690) (65,040) (29,690) — — Total loans receivable, net $ 1,142,265 $ 952,318 667,106 529,070 475,159 423,248 Loans receivable, including loans held for sale (a) $ 1,443,166 $ 1,131,745 $ 475,159 $ 423,248 (a) The amortized cost of loans receivable, including loans held for sale, is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities. The fair value of loans receivable, including loans held for sale, was $1,949,294 and $1,548,035 as of September 30, 2023 and December 31, 2022, respectively. |
Financing Receivable, Allowance for Credit Loss | Changes in the ACL are summarized as follows: Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total December 31, 2022 $ 28 $ 18,493 $ 11,169 $ 29,690 Impact of adopting current expected credit loss accounting guidance (see Note 1) 1 1,144 3,597 4,742 Charge-offs — (3,493) (2,539) (6,032) Recoveries 5 328 154 487 Provision 7 5,156 2,643 7,806 March 31, 2023 $ 41 $ 21,628 $ 15,024 $ 36,693 Charge-offs — (3,826) (2,462) (6,288) Recoveries 54 366 82 502 (Benefit) Provision (47) 4,815 (1,564) 3,204 June 30, 2023 $ 48 $ 22,983 $ 11,080 $ 34,111 Charge-offs — (4,569) (1,864) (6,433) Recoveries — 305 88 393 Provision 1 35,191 1,777 36,969 September 30, 2023 $ 49 $ 53,910 $ 11,081 $ 65,040 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total December 31, 2021 $ 23 $ 9,205 $ 4,697 $ 13,925 Charge-offs — (947) (1,273) (2,220) Recoveries 7 415 407 829 (Benefit) Provision (5) 648 639 1,282 March 31, 2022 $ 25 $ 9,321 $ 4,470 $ 13,816 Charge-offs — (1,005) (884) (1,889) Recoveries 6 410 276 692 (Benefit) Provision (6) 2,489 1,400 3,883 June 30, 2022 $ 25 $ 11,215 $ 5,262 $ 16,502 Charge-offs — (1,672) (712) (2,384) Recoveries 7 396 263 666 (Benefit) Provision (5) 3,511 3,087 6,593 September 30, 2022 $ 27 $ 13,450 $ 7,900 $ 21,377 The ACL and outstanding loan balances are summarized as follows: September 30, 2023 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total Allowance for credit losses: Individually evaluated for impairment $ 8 $ 37,820 $ — $ 37,828 Collectively evaluated for impairment 41 16,090 11,081 27,212 Total $ 49 $ 53,910 $ 11,081 $ 65,040 Outstanding loan balances: Individually evaluated for impairment $ 8 $ 39,990 $ — $ 39,998 Collectively evaluated for impairment 1,555 1,011,814 153,938 1,167,307 Total $ 1,563 $ 1,051,804 $ 153,938 $ 1,207,305 December 31, 2022 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total Allowance for loan losses: Individually evaluated for impairment $ 8 $ 825 $ — $ 833 Collectively evaluated for impairment 20 17,668 11,169 28,857 Total $ 28 $ 18,493 $ 11,169 $ 29,690 Outstanding loan balances: Individually evaluated for impairment $ 8 $ 4,357 $ — $ 4,365 Collectively evaluated for impairment 979 853,460 123,204 977,643 Total $ 987 $ 857,817 $ 123,204 $ 982,008 |
Financing Receivable, Past Due | Past due loans (accruing and nonaccruing) are summarized as follows: September 30, 2023 Current 30-89 Days 90+ Days Total Total Loans Recorded Nonaccrual Loans That Are Current (a) Commercial real estate loans $ 1,563 $ — $ — $ — $ 1,563 $ — $ — Commercial and industrial 1,027,364 14,680 9,760 24,440 1,051,804 9,760 37,721 Consumer loans 145,008 4,720 4,210 8,930 153,938 4,210 — Total loans $ 1,173,935 $ 19,400 $ 13,970 $ 33,370 $ 1,207,305 $ 13,970 $ 37,721 December 31, 2022 Current 30-89 Days 90+ Days Total Total Loans Recorded Nonaccrual Loans That Are Current (a) Commercial real estate loans $ 987 $ — $ — $ — $ 987 $ — $ — Commercial and industrial 832,757 13,800 11,260 25,060 857,817 11,260 788 Consumer loans 115,054 3,470 4,680 8,150 123,204 4,680 — Total loans $ 948,798 $ 17,270 $ 15,940 $ 33,210 $ 982,008 $ 15,940 $ 788 (a) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected. |
Financing Receivable Credit Quality Indicators | Outstanding loan balances (accruing and nonaccruing) categorized by these credit quality indicators are summarized as follows: September 30, 2023 Non - Graded Pass Special Sub- Doubtful Total Loans Commercial real estate loans $ — $ 1,555 $ — $ 8 $ — $ 1,563 Commercial and industrial 645,027 366,787 — 3,067 36,923 1,051,804 Consumer loans 153,938 — — — — 153,938 Total loans $ 798,965 $ 368,342 $ — $ 3,075 $ 36,923 $ 1,207,305 December 31, 2022 Non - Graded Pass Special Sub- Doubtful Total Loans Commercial real estate loans $ — $ 979 $ — $ 8 $ — $ 987 Commercial and industrial 566,419 287,041 — 3,569 788 857,817 Consumer loans 123,204 — — — — 123,204 Total loans $ 689,623 $ 288,020 $ — $ 3,577 $ 788 $ 982,008 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | A summary of Inventories, net is as follows: September 30, 2023 December 31, 2022 Finished products $ 65,281 $ 57,487 In-process 37,590 39,300 Raw materials 74,894 79,008 Fine and fabricated precious metal in various stages of completion 37,692 39,104 215,457 214,899 LIFO reserve (611) (815) Total $ 214,846 $ 214,084 |
Inventory Supplemental Disclosure | September 30, 2023 December 31, 2022 Supplemental inventory information: Precious metals stated at LIFO cost $ 3,347 $ 6,678 Precious metals stated under non-LIFO cost methods, primarily at fair value $ 33,734 $ 31,611 Market price per ounce: Silver $ 22.31 $ 23.91 Gold $ 1,856.26 $ 1,824.52 Platinum $ 911.15 $ 1,073.91 Palladium $ 1,256.05 $ 1,799.36 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Reconciliation of the Change in the Carrying Value of Goodwill | A summary of the change in the carrying amount of goodwill by reportable segment is as follows: Diversified Industrial Energy Financial Services Supply Chain Corporate and Other Total Balance as of December 31, 2022 Gross goodwill $ 155,183 $ 67,143 $ 9,474 $ — $ 81 $ 231,881 Accumulated impairments (41,278) (64,790) — — — (106,068) Net goodwill 113,905 2,353 9,474 — 81 125,813 Acquisition (a) — — — 22,785 — 22,785 Currency translation adjustments 31 — — — — 31 Balance as of September 30, 2023 Gross goodwill 155,214 67,143 9,474 22,785 81 254,697 Accumulated impairments (41,278) (64,790) — — — (106,068) Net goodwill $ 113,936 $ 2,353 $ 9,474 $ 22,785 $ 81 $ 148,629 (a) Related to the Exchange Transaction with Steel Connect. See Note 3 - "Acquisitions and Divestitures" |
Summary of Intangible Assets | A summary of Other intangible assets, net is as follows: September 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 216,506 $ 141,079 $ 75,427 $ 191,508 $ 132,246 $ 59,262 Trademarks, trade names and brand names 57,124 23,008 34,116 46,601 21,755 24,846 Developed technology, patents and patent applications 33,015 24,622 8,393 32,762 23,276 9,486 Other 16,656 16,246 410 16,657 15,468 1,189 Total $ 323,301 $ 204,955 $ 118,346 $ 287,528 $ 192,745 $ 94,783 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Based on gross carrying amounts at September 30, 2023, the Company's estimate of amortization expense for identifiable intangible assets for the years ending December 31, 2023 through 2027 is presented in the table below. Year Ending December 31, 2023 2024 2025 2026 2027 Estimated amortization expense 16,463 17,124 15,843 13,849 13,064 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities and Equity Method Investments | The following table summarizes the Company's long-term investments as of September 30, 2023 and December 31, 2022. Ownership % Long-Term Investments Balance September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Aerojet Rocketdyne Holdings, Inc. (a) — % 4.5 % — $ 201,278 STCN convertible notes (b) — 14,521 STCN preferred stock (b) — 35,000 STCN common stock (b) 30.0 % — 26,000 PCS-Mosaic (c) 58.3 % 59.0 % 19,186 23,323 Other long-term investments (d) 20,187 9,575 Total $ 39,373 $ 309,697 a) During the three months ended September 30, 2023, Steel Connect disposed of all its interest in Aerojet common Stock which it received in the Exchange Transaction for net proceeds of $207,799. See Note 3 - "Acquisitions and Divestitures". b) Balance included the Company's investment in STCN as of December 31, 2022. The Company's ownership of Steel Connect increased to 85.0% on May 1, 2023, as discussed in Note 3 - "Acquisitions and Divestitures" and, as of May 1, 2023, STCN is consolidated by the Company. The STCN convertible notes are outstanding as of September 30, 2023 and are eliminated in consolidation. c) Represents the Company's investment in PCS-Mosaic as described in Note 3 - "Acquisitions and Divestitures". d) The balance consists of multiple common stock investments of public and non-public companies and available for sale securities. The loss (income) of associated companies, net of taxes, for the three and nine months ended September 30, 2023 and 2022, respectively, are as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 STCN convertible notes $ — $ 151 $ 389 $ 1,106 STCN preferred stock — (716) — (96) STCN common stock — (323) 8,415 485 PCS-Mosaic 3,140 272 3,140 272 Total $ 3,140 $ (616) $ 11,944 $ 1,767 |
Unrealized Gain (Loss) on Investments | The amounts of unrealized losses (gains) for the three and nine months ended September 30, 2023 and 2022 that relate to equity securities still held as of September 30, 2023 and 2022, respectively, are as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net (gains) losses recognized during the period on equity securities $ (8,665) $ (3,641) $ (6,151) $ 22,570 Less: Net (gains) recognized during the period on equity securities sold during the period (10,394) — (6,690) — Unrealized losses (gains) recognized during the period on equity securities still held at the end of the period $ 1,729 $ (3,641) $ 539 $ 22,570 |
Schedule of Held-to-Maturity Securities | The amount and contractual maturities of HTM debt securities are noted in the tables 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. September 30, 2023 Amortized Cost Gross Unrealized Gains Estimated Fair Value Carrying Value Collateralized securities $ 326,843 $ 2,187 $ 329,030 $ 326,843 Contractual maturities within: One year to five years 320,081 Five years to ten years 3,138 After ten years 3,624 Total $ 326,843 December 31, 2022 Amortized Cost Gross Unrealized Gains Estimated Fair Value Carrying Value Collateralized securities $ 176,719 $ 146 $ 176,865 $ 176,719 Contractual maturities within: One year to five years 169,783 Five years to ten years 5,281 After ten years 1,655 Total $ 176,719 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term and Short-term Debt | The components of debt and a reconciliation to the carrying amount of long-term debt is presented in the table below: September 30, 2023 December 31, 2022 Short term debt: Foreign $ 195 $ 685 Short-term debt 195 685 Long-term debt: Credit Agreement 186,050 178,650 Other debt - domestic 939 989 Subtotal 186,989 179,639 Less: portion due within one year 67 67 Long-term debt 186,922 179,572 Total debt $ 187,184 $ 180,324 |
Schedule of Maturities of Long-term Debt | Long-term debt as of September 30, 2023 matures in each of the next five years as follows: Total 2023 2024 2025 2026 2027 Thereafter Long-term debt $ 186,989 $ 17 $ 67 $ 67 $ 186,117 $ 721 $ — |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Forward or Future Contracts with Settlement Dates | As of September 30, 2023, the Company had the following outstanding forward contracts with settlement dates through October 2023. There were no futures contracts outstanding as of September 30, 2023. Commodity Amount (in whole units) Notional Value Silver 74,539 ounces $ 1,707 Gold 27 ounces $ 47 Palladium 926 ounces $ 1,147 Platinum 60 ounces $ 54 Copper 298,000 pounds $ 1,090 Tin 18 metric tons $ 453 |
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) September 30, 2023 December 31, 2022 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as ASC 815 hedges Commodity contracts Prepaid expenses and other current assets $ 22 Accrued liabilities $ (70) Derivatives not designated as ASC 815 hedges Commodity contracts Prepaid expenses and other current assets 12 Accrued liabilities $ (177) Economic interests in loans Other non-current assets $ 5,098 Other non-current assets $ 5,728 |
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 and nine months ended September 30, 2023 and 2022 are as follows: Derivatives Not Designated as Hedging Instruments: Location of Gain (Loss) Recognized in Income Amount of Gain Recognized in Income Three Months Ended Nine Months Ended 2023 2022 2023 2022 Commodity contracts Other income, net 33 $ (859) 790 $ (411) Economic interests in loans Financial Services revenue 1,415 1,591 3,763 3,973 Total $ 1,448 $ 732 $ 4,553 $ 3,562 |
Pension and Other Post-Retire_2
Pension and Other Post-Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The following table presents the components of pension (income) 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 Nine Months Ended 2023 2022 2023 2022 Interest cost $ 4,538 $ 2,381 $ 13,614 $ 7,145 Expected return on plan assets (4,467) (6,336) (13,401) (19,007) Amortization of actuarial loss 2,882 2,128 8,647 6,384 Total net pension expense (income) $ 2,953 $ (1,827) $ 8,860 $ (5,478) |
Capital and Accumulated Other_2
Capital and Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2022 $ (92) $ (17,113) $ (134,669) $ (151,874) Net other comprehensive income attributable to common unitholders — 1,093 — 1,093 Balance at March 31, 2023 (92) (16,020) (134,669) (150,781) Net other comprehensive loss attributable to common unitholders — (175) — (175) Balance at June 30, 2023 $ (92) $ (16,195) $ (134,669) $ (150,956) Net other comprehensive loss attributable to common unitholders — (1,991) 36 (1,955) Balance at September 30, 2023 $ (92) $ (18,186) $ (134,633) $ (152,911) Unrealized loss on available-for-sale securities Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2021 $ (92) $ (13,961) $ (117,750) $ (131,803) Net other comprehensive loss attributable to common unitholders — (459) — (459) Balance at March 31, 2022 (92) (14,420) (117,750) (132,262) Net other comprehensive loss attributable to common unitholders — (2,194) — (2,194) Balance at June 30, 2022 $ (92) $ (16,614) $ (117,750) $ (134,456) Net other comprehensive loss attributable to common unitholders — (2,178) — (2,178) Balance at September 30, 2022 $ (92) $ (18,792) $ (117,750) $ (136,634) |
Net Income Per Common Unit (Tab
Net Income Per Common Unit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following data was used in computing net income per common unit shown in the Company's consolidated statements of operations: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net income $ 27,887 $ 36,428 $ 111,305 $ 133,082 Net (income) loss attributable to noncontrolling interests in consolidated entities (2,315) (111) (1,737) (122) Net income attributable to common unitholders 25,572 36,317 109,568 132,960 Effect of dilutive securities: Interest expense from SPLP Preferred Units (a) 3,083 3,083 9,228 9,228 Net income attributable to common unitholders – assuming dilution $ 28,655 $ 39,400 $ 118,796 $ 142,188 Net income per common unit – basic Net income attributable to common unitholders $ 1.20 $ 1.57 $ 5.10 $ 5.85 Net income per common unit – diluted Net income attributable to common unitholders $ 1.14 $ 1.45 $ 4.68 $ 5.26 Denominator for net income per common unit – basic 21,298,871 23,147,644 21,495,689 22,737,902 Effect of dilutive securities: Incentive Units 154,078 191,080 153,063 220,240 Unvested restricted common units 24,341 104,396 19,340 156,494 SPLP Preferred Units 3,603,920 3,802,650 3,692,232 3,923,915 Denominator for net income per common unit – diluted 25,081,210 27,245,770 25,360,324 27,038,551 (a) Assumes the SPLP Preferred Units were redeemed in common units as described in Note 11 - "Capital and Accumulated Other Comprehensive Loss." |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | Financial assets and liabilities measured at fair value on a recurring basis in the Company's consolidated financial statements as of September 30, 2023 and December 31, 2022 are summarized by type of inputs applicable to the fair value measurements as follows: September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Long-term investments (a) $ 16,136 $ 546 $ 3,505 $ 20,187 Precious metal and commodity inventories recorded at fair value 35,620 — — 35,620 Economic interests in loans (b) — — 5,098 5,098 Commodity contracts on precious metal and commodity inventories — 34 — 34 Warrants (c) — — 3,564 3,564 Total $ 51,756 $ 580 $ 12,167 $ 64,503 Liabilities: Other precious metal liabilities $ 29,167 $ — $ — $ 29,167 Total $ 29,167 $ — $ — $ 29,167 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Long-term investments (a) $ 234,039 $ — $ 52,336 $ 286,375 Precious metal and commodity inventories recorded at fair value 32,896 — — 32,896 Economic interests in loans (b) — — 5,728 5,728 Warrants (c) — — 3,564 3,564 Total $ 266,935 $ — $ 61,628 $ 328,563 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 247 $ — $ 247 Other precious metal liabilities 30,115 — — 30,115 Total $ 30,115 $ 247 $ — $ 30,362 (a) For additional details of the long-term investments, see Note 7 – "Investments." The investment in PCS-Mosaic of $19,186 and $23,323 as of September 30, 2023 and December 31, 2022, respectively, i s not included in the fair value leveling tables as it is valued at cost. (b) For additional details of the economic interests in loans, see Note 9 – "Financial Instruments". (c) Included within Other non-current assets in the consolidated balance sheets. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Following is a summary of changes in financial assets measured using Level 3 inputs: Long Term Investments (a) Economic Interests in Loans (b) Warrants (b) Total Balance as of December 31, 2022 $ 52,336 $ 5,728 $ 3,564 $ 61,628 Purchases 589 — — 589 Sales, cash collections, and eliminations (49,521) (4,393) — (53,914) Realized gains (5) 3,763 — 3,758 Unrealized gains 106 — — 106 Unrealized losses — — — — Balance as of September 30, 2023 $ 3,505 $ 5,098 $ 3,564 $ 12,167 Balance as of December 31, 2021 $ 50,085 $ 6,483 $ 6,929 $ 63,497 Purchases 999 — — 999 Sales, cash collections, and eliminations — (4,721) (2,150) (6,871) Realized gains — 3,973 (1,215) 2,758 Unrealized losses (1,007) — — (1,007) Balance as of September 30, 2022 $ 50,077 $ 5,735 $ 3,564 $ 59,376 (a) Unrealized gains and losses are recorded in (Income) loss of associated companies, net of taxes in the consolidated statements of operations. (b) Realized and unrealized gains and losses are recorded in Realized and unrealized (gains) losses on securities, net or Financial services revenue in the consolidated statements of operations. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The components of receivables from related parties and payables to related parties for the years ended September 30, 2023 and December 31, 2022 are presented below: September 30, 2023 December 31, 2022 Receivable from related parties: Receivable from associated companies - STCN $ — $ 967 Receivable from other related parties 236 (5) Total $ 236 $ 962 Payables to related parties: Accrued management fees $ 449 $ 299 Payables to other related parties 1,287 2,582 Total $ 1,736 $ 2,881 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment information is presented below: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue: Diversified Industrial $ 299,098 $ 312,200 $ 918,570 $ 986,113 Energy 46,742 51,409 145,220 136,750 Financial Services 106,405 62,064 304,570 149,963 Supply Chain 40,009 — 70,190 — Total revenue $ 492,254 $ 425,673 $ 1,438,550 $ 1,272,826 Income (loss) before interest expense and income taxes: Diversified Industrial $ 14,756 $ 27,500 $ 61,015 $ 183,534 Energy 5,968 6,383 15,239 14,012 Financial Services (2,588) 17,135 48,246 44,771 Supply Chain 4,011 — 5,846 — Corporate and Other 8,874 (269) (4,814) (38,527) Income before interest expense and income taxes 31,021 50,749 125,532 203,790 Interest expense 4,115 5,110 15,934 14,452 Income tax (benefit) provision (981) 9,211 (1,707) 56,256 Net income $ 27,887 $ 36,428 $ 111,305 $ 133,082 Loss (income) of associated companies, net of taxes: Corporate and Other $ 3,140 $ (616) $ 11,944 $ 1,767 Total $ 3,140 $ (616) $ 11,944 $ 1,767 Segment depreciation and amortization: Diversified Industrial 10,257 9,875 30,333 31,628 Energy 2,740 2,536 7,732 7,700 Financial Services 205 131 630 392 Supply Chain 1,324 — 2,234 — Corporate and Other 167 159 504 492 Total depreciation and amortization $ 14,693 $ 12,701 $ 41,433 $ 40,212 |
Regulatory Matters (Tables)
Regulatory Matters (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Regulatory Matters [Abstract] | |
Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations | WebBank expects that its capital ratios under Basel III will continue to exceed the well-capitalized minimum capital requirements and such amounts are disclosed in the table below: Amount of Capital Required Actual For Capital Minimum Capital Adequacy With To Be Well Capitalized Under Amount Ratio Amount Ratio Amount Ratio Amount Ratio As of September 30, 2023 Total Capital (to risk-weighted assets) $ 344,053 14.60 % $ 189,064 8.00 % $ 248,146 10.50 % $ 236,330 10.00 % Tier 1 Capital (to risk-weighted assets) $ 314,081 13.30 % $ 141,798 6.00 % $ 200,880 8.50 % $ 189,064 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 314,081 13.30 % $ 106,348 4.50 % $ 165,431 7.00 % $ 153,614 6.50 % Tier 1 Capital (to average assets) $ 314,081 12.80 % $ 98,055 4.00 % n/a n/a $ 122,568 5.00 % As of December 31, 2022 Total Capital (to risk-weighted assets) $ 306,618 15.00 % $ 163,952 8.00 % $ 215,187 10.50 % $ 204,940 10.00 % Tier 1 Capital (to risk-weighted assets) $ 280,951 13.70 % $ 122,964 6.00 % $ 174,199 8.50 % $ 163,952 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 280,951 13.70 % $ 92,223 4.50 % $ 143,458 7.00 % $ 133,211 6.50 % Tier 1 Capital (to average assets) $ 280,951 14.70 % $ 76,300 4.00 % n/a n/a $ 95,375 5.00 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | A summary of supplemental cash flow information for the nine months ended September 30, 2023 and 2022 is presented in the following table: Nine Months Ended September 30, 2023 2022 Cash paid during the period for: Interest $ 59,125 $ 18,959 Taxes $ 30,135 $ 22,026 |
Nature of the Business and Ba_3
Nature of the Business and Basis of Presentation (Details) - Financial Services $ in Thousands | Jan. 01, 2023 USD ($) |
Receivable [Line Items] | |
Allowance for loan loss, increase (decrease) | $ 5,248 |
Partners' Capital | |
Receivable [Line Items] | |
Allowance for loan loss, increase (decrease) | $ (3,862) |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 492,254 | $ 425,673 | $ 1,438,550 | $ 1,272,826 | $ 1,695,441 |
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | 443,981 | 406,428 | 1,327,713 | 1,210,343 | |
Foreign | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 48,273 | $ 19,245 | $ 110,837 | $ 62,483 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract asset | $ 5,700 | $ 11,937 |
Revenues - Deferred Revenue (De
Revenues - Deferred Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Contract with Customer, Liability, Current Roll Forward [Abstract] | ||
Beginning balance | $ 4,380 | $ 3,396 |
Deferral of revenue | 17,416 | 6,027 |
Recognition of unearned revenue | (15,578) | (6,161) |
Ending balance | $ 6,218 | $ 3,262 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2023 | May 01, 2023 | Apr. 30, 2023 | Aug. 02, 2022 | Apr. 01, 2022 | Jan. 07, 2022 | Jan. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Apr. 29, 2023 | Apr. 25, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Purchase price | $ 0 | $ 35,298 | ||||||||||||
Goodwill acquired | 22,785 | |||||||||||||
Total revenue | $ 492,254 | $ 425,673 | 1,438,550 | 1,272,826 | $ 1,695,441 | |||||||||
Income from operations before income taxes and equity method investments | 31,021 | $ 50,749 | 125,532 | 203,790 | ||||||||||
Steel Connect, Inc (STCN) | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Ownership percentage | 30% | 49.60% | ||||||||||||
Acquisition Of Premium Finance Receivables | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Purchase price | $ 47,280 | |||||||||||||
Finance receivables plus profit share interest premium | 1,440 | |||||||||||||
Premium finance receivables acquired | 43,124 | |||||||||||||
Intangible assets acquired | 1,370 | |||||||||||||
Goodwill acquired | $ 2,959 | |||||||||||||
PCS Mosaic | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Purchase price | $ 23,600 | |||||||||||||
Common Stock | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Shares purchased (in dollars per share) | $ 5.50 | |||||||||||||
iGo | Common Stock | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Percent of outstanding shares owned | 90% | |||||||||||||
Aerojet Rocketdyne Holdings, Inc. | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Common stock, par value (in dollars per share) | $ 0.10 | |||||||||||||
Transaction costs | $ 2,154 | $ 2,154 | ||||||||||||
Purchase price | $ 248,653 | $ 248,653 | ||||||||||||
Aerojet Rocketdyne Holdings, Inc. | Steel Connect, Inc (STCN) | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||||||||||
Aerojet Rocketdyne Holdings, Inc. | Common Stock | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Shares exchanged (in shares) | 3,597,744 | |||||||||||||
Outstanding equity interests held, percentage | 15% | |||||||||||||
Aerojet Rocketdyne Holdings, Inc. | Series E Convertible Preferred Stock | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Outstanding equity interests held, percentage | 85% | |||||||||||||
Aerojet Rocketdyne Holdings, Inc. | Series E Convertible Preferred Stock | Steel Connect, Inc (STCN) | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Shares exchanged (in shares) | 3,500,000 | |||||||||||||
Common stock issuable upon conversion of preferred stock (in shares) | 184,900,000 | |||||||||||||
iGo | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Consideration | $ 8,606 | |||||||||||||
SLPE | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Sales price | $ 144,500 | |||||||||||||
SLPE | Discontinued Operations, Disposed of by Sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Total revenue | 19,408 | |||||||||||||
Income from operations before income taxes and equity method investments | $ 72 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Purchase Consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Jun. 30, 2023 | May 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Total estimated consideration, less cash acquired | $ 0 | $ 35,298 | ||
Aerojet Rocketdyne Holdings, Inc. | ||||
Business Acquisition [Line Items] | ||||
Fair value of Aerojet common stock | $ 202,733 | |||
Noncontrolling interest at fair value | 48,900 | |||
Less cash acquired | (65,896) | |||
Total estimated consideration, less cash acquired | $ 248,653 | 248,653 | ||
Steel Connect common stock | Aerojet Rocketdyne Holdings, Inc. | ||||
Business Acquisition [Line Items] | ||||
Fair value of previously held interests in Steel Connect: | 14,910 | |||
Steel Connect Series C Preferred Stock | Aerojet Rocketdyne Holdings, Inc. | ||||
Business Acquisition [Line Items] | ||||
Fair value of previously held interests in Steel Connect: | 35,000 | |||
Steel Connect Convertible Note | Aerojet Rocketdyne Holdings, Inc. | ||||
Business Acquisition [Line Items] | ||||
Fair value of previously held interests in Steel Connect: | $ 13,006 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Jun. 30, 2023 | May 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 148,629 | $ 125,813 | |||
Net assets acquired at fair value | $ 0 | $ 35,298 | |||
Measurement Period Adjustments, Net assets acquired at fair value | $ 0 | ||||
Aerojet Rocketdyne Holdings, Inc. | |||||
Business Acquisition [Line Items] | |||||
Trade and other receivables | 36,900 | $ 36,900 | |||
Measurement Period Adjustments, Trade and other receivables | 0 | ||||
Inventories, net | 6,900 | 6,900 | |||
Measurement Period Adjustments, Inventories, net | 0 | ||||
Prepaid expenses and other current assets | 5,000 | 5,000 | |||
Measurement Period Adjustments, Prepaid expenses and other current assets | 0 | ||||
Identifiable intangible assets | 35,500 | 36,000 | |||
Measurement Period Adjustments, Identifiable intangible assets | (500) | ||||
Other non-current assets | 3,900 | 3,900 | |||
Measurement Period Adjustments, Other non-current assets | 0 | ||||
Property, plant and equipment, net | 3,400 | 3,400 | |||
Measurement Period Adjustments, Property, plant and equipment, net | 0 | ||||
Operating lease right-of-use assets | 29,250 | 29,250 | |||
Measurement Period Adjustments, Operating lease right-of-use assets | 0 | ||||
Investments | 202,733 | 202,733 | |||
Measurement Period Adjustments, Investments | 0 | ||||
Total assets acquired | 323,583 | 324,083 | |||
Measurement Period Adjustments, Total assets acquired | (500) | ||||
Accounts payable | 26,300 | 26,300 | |||
Measurement Period Adjustments, Accounts payable | 0 | ||||
Accrued liabilities | 29,100 | 29,100 | |||
Measurement Period Adjustments, Accrued liabilities | 0 | ||||
Other current liabilities | 15,230 | 15,230 | |||
Measurement Period Adjustments, Other current liabilities | 0 | ||||
Long-term operating lease liabilities | 21,300 | 21,300 | |||
Measurement Period Adjustments, Long-term operating lease liabilities | 0 | ||||
Other non-current liabilities | 5,800 | 5,500 | |||
Measurement Period Adjustments, Other non-current liabilities | 300 | ||||
Total liabilities assumed | 97,730 | 97,430 | |||
Measurement Period Adjustments, Total liabilities assumed | 300 | ||||
Goodwill | 22,800 | 22,000 | |||
Measurement Period Adjustments, Goodwill | 800 | ||||
Net assets acquired at fair value | $ 248,653 | $ 248,653 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Intangible Assets (Details) - Aerojet Rocketdyne Holdings, Inc. - USD ($) $ in Thousands | Jun. 30, 2023 | May 01, 2023 |
Business Acquisition [Line Items] | ||
Estimated fair value of identifiable intangible assets | $ 35,500 | $ 36,000 |
Trade Names | ||
Business Acquisition [Line Items] | ||
Trade name | $ 10,500 | |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 7 years | |
Customer relationships | $ 25,000 |
Acquisitions and Divestitures_5
Acquisitions and Divestitures - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
As Reported [Abstract] | |||||||||
Total revenue | $ 492,254 | $ 425,673 | $ 1,438,550 | $ 1,272,826 | $ 1,695,441 | ||||
Loss before income taxes and equity method investments | 30,046 | 45,023 | 121,542 | 191,105 | 275,498 | ||||
Net income | $ 27,887 | $ 58,615 | $ 24,803 | $ 36,428 | $ 92,113 | $ 4,541 | $ 111,305 | $ 133,082 | $ 206,165 |
Net income attributable to common unitholders -basic (in dollars per share) | $ 1.20 | $ 1.57 | $ 5.10 | $ 5.85 | $ 9.03 | ||||
Net income attributable to common unitholders - diluted (in dollars per share) | $ 1.14 | $ 1.45 | $ 4.68 | $ 5.26 | $ 8.12 | ||||
Aerojet Rocketdyne Holdings, Inc. | |||||||||
Pro Forma | |||||||||
Total revenue | $ 1,902,177 | ||||||||
Income from operations before income taxes and equity method investments | 284,111 | ||||||||
Net income | $ 271,215 | ||||||||
Net income per common unit - basic (in shares) | $ 11.62 | ||||||||
Net income per common unit - diluted (in shares) | $ 10.33 |
Loans Receivable, Including L_3
Loans Receivable, Including Loans Held For Sale - Loans Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Estimate of Fair Value Measurement | ||||||||
Receivable [Line Items] | ||||||||
Total loans receivable, net | $ 1,949,294 | $ 1,548,035 | ||||||
Financing receivable, including loans held for sale, gross, total | $ 1,207,305 | $ 982,008 | ||||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 100% | 100% | ||||||
Financing receivable, gross, current | $ 732,146 | $ 558,760 | ||||||
Financing receivable, gross, non-current | 475,159 | 423,248 | ||||||
Allowance for loan losses, total | (65,040) | $ (34,111) | $ (36,693) | (29,690) | $ (21,377) | $ (16,502) | $ (13,816) | $ (13,925) |
Allowance for loan losses, current | (65,040) | (29,690) | ||||||
Allowance for loan losses, non-current | 0 | 0 | ||||||
Total loans receivable, net | 1,142,265 | 952,318 | ||||||
Loans receivable, net, current | 667,106 | 529,070 | ||||||
Loans receivable, net, noncurrent | 475,159 | 423,248 | ||||||
Loans receivable, including loans held for sale, current | 1,443,166 | 1,131,745 | ||||||
Loans receivable, including loans held for sale, non-current | 475,159 | 423,248 | ||||||
Loans held for sale | ||||||||
Receivable [Line Items] | ||||||||
Financing receivable, including loans held for sale, gross, total | 776,060 | 602,675 | ||||||
Financing receivable, gross, current | 776,060 | 602,675 | ||||||
Financing receivable, gross, non-current | 0 | 0 | ||||||
Commercial real estate loans | ||||||||
Receivable [Line Items] | ||||||||
Financing receivable, including loans held for sale, gross, total | $ 1,563 | $ 987 | ||||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 0% | 0% | ||||||
Financing receivable, gross, current | $ 0 | $ 0 | ||||||
Financing receivable, gross, non-current | 1,563 | 987 | ||||||
Commercial and industrial | ||||||||
Receivable [Line Items] | ||||||||
Financing receivable, including loans held for sale, gross, total | $ 1,051,804 | $ 857,817 | ||||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 87% | 87% | ||||||
Financing receivable, gross, current | $ 614,488 | $ 472,934 | ||||||
Financing receivable, gross, non-current | 437,316 | 384,883 | ||||||
Consumer loans | ||||||||
Receivable [Line Items] | ||||||||
Financing receivable, including loans held for sale, gross, total | $ 153,938 | $ 123,204 | ||||||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 13% | 13% | ||||||
Financing receivable, gross, current | $ 117,658 | $ 85,826 | ||||||
Financing receivable, gross, non-current | 36,280 | 37,378 | ||||||
Allowance for loan losses, total | $ (11,081) | $ (11,080) | $ (15,024) | $ (11,169) | $ (7,900) | $ (5,262) | $ (4,470) | $ (4,697) |
Loans Receivable, Including L_4
Loans Receivable, Including Loans Held For Sale - Narrative (Details) loan in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) loan | Sep. 30, 2023 USD ($) loan | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Receivable [Line Items] | ||||
Total loans | $ 1,207,305 | $ 1,207,305 | $ 982,008 | |
Increase in loans held for sale | 14,104,112 | $ 11,822,704 | ||
Increase in loan reserve | 32,909 | |||
Loan reserve | $ 36,923 | $ 36,923 | ||
Loan reserve percentage | 100% | 100% | ||
Loans past due 90 days or more | $ 13,970 | $ 13,970 | 15,940 | |
Nonaccrual loans | 37,721 | 37,721 | 788 | |
Other borrowings | 20,309 | 20,309 | 41,682 | |
Liabilities Associated with PPP Loan | ||||
Receivable [Line Items] | ||||
Other borrowings | 20,309 | 20,309 | 41,682 | |
Commercial and industrial | ||||
Receivable [Line Items] | ||||
Total loans | 1,051,804 | 1,051,804 | 857,817 | |
Loans past due 90 days or more | 9,760 | 9,760 | 11,260 | |
Nonaccrual loans | 37,721 | 37,721 | 788 | |
Consumer loans | ||||
Receivable [Line Items] | ||||
Total loans | 153,938 | 153,938 | 123,204 | |
Loans past due 90 days or more | 4,210 | 4,210 | 4,680 | |
Nonaccrual loans | 0 | 0 | 0 | |
Asset Pledged as Collateral | ||||
Receivable [Line Items] | ||||
Total loans | 428,221 | 428,221 | 323,740 | |
Loan Modifications, COVID-19 | ||||
Receivable [Line Items] | ||||
Total loans | $ 1,128 | $ 1,128 | ||
Short-term deferments on loan balances | loan | 4,063 | 4,063 | ||
Percentage of total loan balances | 0.09% | 0.09% | ||
Small Business Administration (SBA), CARES Act, Paycheck Protection Program | ||||
Receivable [Line Items] | ||||
Total loans | $ 23,307 | $ 23,307 | 48,656 | |
Decrease due to forgiveness of loan | 25,348 | |||
WebBank | ||||
Receivable [Line Items] | ||||
Servicing asset | 1,745 | 1,745 | $ 2,700 | |
Proceeds from loans held for sale | 13,811,235 | $ 11,565,876 | ||
Allowance for loan loss increase | $ 30,929 | $ 35,350 | ||
Allowance for loan loss increase, percentage | 90.70% | 119.10% |
Loans Receivable, Including L_5
Loans Receivable, Including Loans Held For Sale - Changes in Allowance for Loan and Lease Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||||||
Beginning balance | $ 34,111 | $ 36,693 | $ 29,690 | $ 16,502 | $ 13,816 | $ 13,925 | $ 29,690 | $ 13,925 |
Charge-offs | (6,433) | (6,288) | (6,032) | (2,384) | (1,889) | (2,220) | ||
Recoveries | 393 | 502 | 487 | 666 | 692 | 829 | ||
Provision | 36,969 | 3,204 | 7,806 | 6,593 | 3,883 | 1,282 | 47,979 | 11,758 |
Ending balance | 65,040 | 34,111 | 36,693 | 21,377 | 16,502 | 13,816 | 65,040 | 21,377 |
Cumulative Effect, Period of Adoption, Adjustment | Impact of adopting current expected credit loss accounting guidance (see Note 1) | ||||||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||||||
Beginning balance | 4,742 | 4,742 | ||||||
Commercial real estate loans | ||||||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||||||
Beginning balance | 48 | 41 | 28 | 25 | 25 | 23 | 28 | 23 |
Charge-offs | 0 | 0 | 0 | 0 | 0 | 0 | ||
Recoveries | 0 | 54 | 5 | 7 | 6 | 7 | ||
Provision | 1 | (47) | 7 | (5) | (6) | (5) | ||
Ending balance | 49 | 48 | 41 | 27 | 25 | 25 | 49 | 27 |
Commercial real estate loans | Cumulative Effect, Period of Adoption, Adjustment | Impact of adopting current expected credit loss accounting guidance (see Note 1) | ||||||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||||||
Beginning balance | 1 | 1 | ||||||
Commercial and industrial | ||||||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||||||
Beginning balance | 22,983 | 21,628 | 18,493 | 11,215 | 9,321 | 9,205 | 18,493 | 9,205 |
Charge-offs | (4,569) | (3,826) | (3,493) | (1,672) | (1,005) | (947) | ||
Recoveries | 305 | 366 | 328 | 396 | 410 | 415 | ||
Provision | 35,191 | 4,815 | 5,156 | 3,511 | 2,489 | 648 | ||
Ending balance | 53,910 | 22,983 | 21,628 | 13,450 | 11,215 | 9,321 | 53,910 | 13,450 |
Commercial and industrial | Cumulative Effect, Period of Adoption, Adjustment | Impact of adopting current expected credit loss accounting guidance (see Note 1) | ||||||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||||||
Beginning balance | 1,144 | 1,144 | ||||||
Consumer loans | ||||||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||||||
Beginning balance | 11,080 | 15,024 | 11,169 | 5,262 | 4,470 | 4,697 | 11,169 | 4,697 |
Charge-offs | (1,864) | (2,462) | (2,539) | (712) | (884) | (1,273) | ||
Recoveries | 88 | 82 | 154 | 263 | 276 | 407 | ||
Provision | 1,777 | (1,564) | 2,643 | 3,087 | 1,400 | 639 | ||
Ending balance | $ 11,081 | $ 11,080 | 15,024 | $ 7,900 | $ 5,262 | $ 4,470 | 11,081 | $ 7,900 |
Consumer loans | Cumulative Effect, Period of Adoption, Adjustment | Impact of adopting current expected credit loss accounting guidance (see Note 1) | ||||||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||||||
Beginning balance | $ 3,597 | $ 3,597 |
Loans Receivable, Including L_6
Loans Receivable, Including Loans Held For Sale - Allowance for Loan and Lease Losses and Outstanding Loans (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Receivable [Line Items] | ||||||||
Allowance for loan losses, individually evaluated for impairment | $ 37,828 | $ 833 | ||||||
Allowance for loan losses, collectively evaluated for impairment | 27,212 | 28,857 | ||||||
Allowance for loan losses, total | 65,040 | $ 34,111 | $ 36,693 | 29,690 | $ 21,377 | $ 16,502 | $ 13,816 | $ 13,925 |
Outstanding loan balances, individually evaluated for impairment | 39,998 | 4,365 | ||||||
Outstanding loan balances, collectively evaluated for impairment | 1,167,307 | 977,643 | ||||||
Total Loans | 1,207,305 | 982,008 | ||||||
Commercial real estate loans | ||||||||
Receivable [Line Items] | ||||||||
Allowance for loan losses, individually evaluated for impairment | 8 | 8 | ||||||
Allowance for loan losses, collectively evaluated for impairment | 41 | 20 | ||||||
Allowance for loan losses, total | 49 | 48 | 41 | 28 | 27 | 25 | 25 | 23 |
Outstanding loan balances, individually evaluated for impairment | 8 | 8 | ||||||
Outstanding loan balances, collectively evaluated for impairment | 1,555 | 979 | ||||||
Total Loans | 1,563 | 987 | ||||||
Commercial and industrial | ||||||||
Receivable [Line Items] | ||||||||
Allowance for loan losses, individually evaluated for impairment | 37,820 | 825 | ||||||
Allowance for loan losses, collectively evaluated for impairment | 16,090 | 17,668 | ||||||
Allowance for loan losses, total | 53,910 | 22,983 | 21,628 | 18,493 | 13,450 | 11,215 | 9,321 | 9,205 |
Outstanding loan balances, individually evaluated for impairment | 39,990 | 4,357 | ||||||
Outstanding loan balances, collectively evaluated for impairment | 1,011,814 | 853,460 | ||||||
Total Loans | 1,051,804 | 857,817 | ||||||
Consumer loans | ||||||||
Receivable [Line Items] | ||||||||
Allowance for loan losses, individually evaluated for impairment | 0 | 0 | ||||||
Allowance for loan losses, collectively evaluated for impairment | 11,081 | 11,169 | ||||||
Allowance for loan losses, total | 11,081 | $ 11,080 | $ 15,024 | 11,169 | $ 7,900 | $ 5,262 | $ 4,470 | $ 4,697 |
Outstanding loan balances, individually evaluated for impairment | 0 | 0 | ||||||
Outstanding loan balances, collectively evaluated for impairment | 153,938 | 123,204 | ||||||
Total Loans | $ 153,938 | $ 123,204 |
Loans Receivable, Including L_7
Loans Receivable, Including Loans Held For Sale - Past Due Loans (Accruing and Nonaccruing) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Receivable [Line Items] | ||
Total Loans | $ 1,207,305 | $ 982,008 |
Recorded Investment In Accruing Loans 90+ Days Past Due | 13,970 | 15,940 |
Nonaccrual Loans That Are Current | 37,721 | 788 |
Current | ||
Receivable [Line Items] | ||
Total Loans | 1,173,935 | 948,798 |
30-89 Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 19,400 | 17,270 |
90+ Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 13,970 | 15,940 |
Total Past Due | ||
Receivable [Line Items] | ||
Total Loans | 33,370 | 33,210 |
Commercial real estate loans | ||
Receivable [Line Items] | ||
Total Loans | 1,563 | 987 |
Recorded Investment In Accruing Loans 90+ Days Past Due | 0 | 0 |
Nonaccrual Loans That Are Current | 0 | 0 |
Commercial real estate loans | Current | ||
Receivable [Line Items] | ||
Total Loans | 1,563 | 987 |
Commercial real estate loans | 30-89 Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 0 | 0 |
Commercial real estate loans | 90+ Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 0 | 0 |
Commercial real estate loans | Total Past Due | ||
Receivable [Line Items] | ||
Total Loans | 0 | 0 |
Commercial and industrial | ||
Receivable [Line Items] | ||
Total Loans | 1,051,804 | 857,817 |
Recorded Investment In Accruing Loans 90+ Days Past Due | 9,760 | 11,260 |
Nonaccrual Loans That Are Current | 37,721 | 788 |
Commercial and industrial | Current | ||
Receivable [Line Items] | ||
Total Loans | 1,027,364 | 832,757 |
Commercial and industrial | 30-89 Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 14,680 | 13,800 |
Commercial and industrial | 90+ Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 9,760 | 11,260 |
Commercial and industrial | Total Past Due | ||
Receivable [Line Items] | ||
Total Loans | 24,440 | 25,060 |
Consumer loans | ||
Receivable [Line Items] | ||
Total Loans | 153,938 | 123,204 |
Recorded Investment In Accruing Loans 90+ Days Past Due | 4,210 | 4,680 |
Nonaccrual Loans That Are Current | 0 | 0 |
Consumer loans | Current | ||
Receivable [Line Items] | ||
Total Loans | 145,008 | 115,054 |
Consumer loans | 30-89 Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 4,720 | 3,470 |
Consumer loans | 90+ Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 4,210 | 4,680 |
Consumer loans | Total Past Due | ||
Receivable [Line Items] | ||
Total Loans | $ 8,930 | $ 8,150 |
Loans Receivable, Including L_8
Loans Receivable, Including Loans Held For Sale - Outstanding Loans (Accruing and Nonaccruing) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Receivable [Line Items] | ||
Total loans | $ 1,207,305 | $ 982,008 |
Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 1,563 | 987 |
Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 1,051,804 | 857,817 |
Consumer loans | ||
Receivable [Line Items] | ||
Total loans | 153,938 | 123,204 |
Non - Graded | ||
Receivable [Line Items] | ||
Total loans | 798,965 | 689,623 |
Non - Graded | Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Non - Graded | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 645,027 | 566,419 |
Non - Graded | Consumer loans | ||
Receivable [Line Items] | ||
Total loans | 153,938 | 123,204 |
Pass | ||
Receivable [Line Items] | ||
Total loans | 368,342 | 288,020 |
Pass | Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 1,555 | 979 |
Pass | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 366,787 | 287,041 |
Pass | Consumer loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Special Mention | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Special Mention | Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Special Mention | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Special Mention | Consumer loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Sub- standard | ||
Receivable [Line Items] | ||
Total loans | 3,075 | 3,577 |
Sub- standard | Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 8 | 8 |
Sub- standard | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 3,067 | 3,569 |
Sub- standard | Consumer loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Doubtful | ||
Receivable [Line Items] | ||
Total loans | 36,923 | 788 |
Doubtful | Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Doubtful | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 36,923 | 788 |
Doubtful | Consumer loans | ||
Receivable [Line Items] | ||
Total loans | $ 0 | $ 0 |
Inventories, Net - Summary of I
Inventories, Net - Summary of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 65,281 | $ 57,487 |
In-process | 37,590 | 39,300 |
Raw materials | 74,894 | 79,008 |
Fine and fabricated precious metal in various stages of completion | 37,692 | 39,104 |
Inventory, before LIFO reserve | 215,457 | 214,899 |
LIFO reserve | (611) | (815) |
Inventory, Net | $ 214,846 | $ 214,084 |
Inventories, Net - Narrative (D
Inventories, Net - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Bank of Nova Scotia | Consignment Agreement | Silver | ||
Inventory [Line Items] | ||
Merchandise under consignment | $ 27,942 | $ 29,381 |
Inventories, Net - Supplemental
Inventories, Net - Supplemental Inventory Information (Details) $ in Thousands | Sep. 30, 2023 USD ($) $ / oz | Dec. 31, 2022 USD ($) $ / oz |
Inventory Disclosure [Abstract] | ||
Precious metals stated at LIFO cost | $ | $ 3,347 | $ 6,678 |
Precious metals stated under non-LIFO cost methods, primarily at fair value | $ | $ 33,734 | $ 31,611 |
Market value per ounce, Silver (in dollars per ounce) | 22.31 | 23.91 |
Market value per ounce, Gold (in dollars per ounce) | 1,856.26 | 1,824.52 |
Market value per ounce, Platinum | 911.15 | 1,073.91 |
Market value per ounce, Palladium (in dollars per ounce) | 1,256.05 | 1,799.36 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Goodwill Reconciliation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Gross Goodwill, beginning balance | $ 231,881 |
Accumulated Impairments, beginning balance | (106,068) |
Net Goodwill, beginning balance | 125,813 |
Acquisitions | 22,785 |
Currency translation adjustments | 31 |
Gross Goodwill, ending balance | 254,697 |
Accumulated Impairments, ending balance | (106,068) |
Net Goodwill, ending balance | 148,629 |
Diversified Industrial | |
Goodwill [Roll Forward] | |
Gross Goodwill, beginning balance | 155,183 |
Accumulated Impairments, beginning balance | (41,278) |
Net Goodwill, beginning balance | 113,905 |
Acquisitions | 0 |
Currency translation adjustments | 31 |
Gross Goodwill, ending balance | 155,214 |
Accumulated Impairments, ending balance | (41,278) |
Net Goodwill, ending balance | 113,936 |
Energy | |
Goodwill [Roll Forward] | |
Gross Goodwill, beginning balance | 67,143 |
Accumulated Impairments, beginning balance | (64,790) |
Net Goodwill, beginning balance | 2,353 |
Acquisitions | 0 |
Currency translation adjustments | 0 |
Gross Goodwill, ending balance | 67,143 |
Accumulated Impairments, ending balance | (64,790) |
Net Goodwill, ending balance | 2,353 |
Financial Services | |
Goodwill [Roll Forward] | |
Gross Goodwill, beginning balance | 9,474 |
Accumulated Impairments, beginning balance | 0 |
Net Goodwill, beginning balance | 9,474 |
Acquisitions | 0 |
Currency translation adjustments | 0 |
Gross Goodwill, ending balance | 9,474 |
Accumulated Impairments, ending balance | 0 |
Net Goodwill, ending balance | 9,474 |
Corporate and Other | |
Goodwill [Roll Forward] | |
Gross Goodwill, beginning balance | 81 |
Accumulated Impairments, beginning balance | 0 |
Net Goodwill, beginning balance | 81 |
Acquisitions | 0 |
Currency translation adjustments | 0 |
Gross Goodwill, ending balance | 81 |
Accumulated Impairments, ending balance | 0 |
Net Goodwill, ending balance | 81 |
Supply Chain | |
Goodwill [Roll Forward] | |
Gross Goodwill, beginning balance | 0 |
Accumulated Impairments, beginning balance | 0 |
Net Goodwill, beginning balance | 0 |
Acquisitions | 22,785 |
Currency translation adjustments | 0 |
Gross Goodwill, ending balance | 22,785 |
Accumulated Impairments, ending balance | 0 |
Net Goodwill, ending balance | $ 22,785 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 323,301 | $ 287,528 |
Accumulated Amortization | 204,955 | 192,745 |
Net | 118,346 | 94,783 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 216,506 | 191,508 |
Accumulated Amortization | 141,079 | 132,246 |
Net | 75,427 | 59,262 |
Trademarks, trade names and brand names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 57,124 | 46,601 |
Accumulated Amortization | 23,008 | 21,755 |
Net | 34,116 | 24,846 |
Developed technology, patents and patent applications | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33,015 | 32,762 |
Accumulated Amortization | 24,622 | 23,276 |
Net | 8,393 | 9,486 |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,656 | 16,657 |
Accumulated Amortization | 16,246 | 15,468 |
Net | $ 410 | $ 1,189 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Trademarks with indefinite lives | $ 22,174 | $ 22,174 | $ 11,680 | ||
Amortization expense | $ 4,438 | $ 3,583 | $ 12,211 | $ 11,576 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net - Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 16,463 |
2024 | 17,124 |
2025 | 15,843 |
2026 | 13,849 |
2027 | $ 13,064 |
Investments - Long-Term Investm
Investments - Long-Term Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2023 | Apr. 29, 2023 | Dec. 31, 2022 | |
Equity securities - U.S. | |||||||
Long-Term Investments Balance | $ 39,373 | $ 39,373 | $ 309,697 | ||||
Investments in Associated Companies: | |||||||
Realized gain (loss) | 3,140 | $ (616) | 11,944 | $ 1,767 | |||
Total | 3,140 | (616) | 11,944 | 1,767 | |||
Aerojet Rocketdyne Holdings, Inc. | Series E Convertible Preferred Stock | |||||||
Equity securities - U.S. | |||||||
Outstanding equity interests held, percentage | 85% | ||||||
Aerojet Rocketdyne Holdings, Inc. | |||||||
Equity securities - U.S. | |||||||
Net proceeds | 207,799 | ||||||
Steel Connect, Inc (STCN) | |||||||
Equity securities - U.S. | |||||||
Ownership percentage | 49.60% | 30% | |||||
Long-Term Investments Balance | 0 | 0 | $ 26,000 | ||||
Investments in Associated Companies: | |||||||
Realized gain (loss) | $ 0 | (323) | $ 8,415 | 485 | |||
PCS Mosaic | |||||||
Equity securities - U.S. | |||||||
Ownership percentage | 58.30% | 58.30% | 59% | ||||
Long-Term Investments Balance | $ 19,186 | $ 19,186 | $ 23,323 | ||||
Investments in Associated Companies: | |||||||
Realized gain (loss) | 3,140 | 272 | 3,140 | 272 | |||
Preferred stock | Steel Connect, Inc (STCN) | |||||||
Equity securities - U.S. | |||||||
Long-Term Investments Balance | 0 | 0 | $ 35,000 | ||||
Investments in Associated Companies: | |||||||
Realized gain (loss) | $ 0 | (716) | $ 0 | (96) | |||
Net investment (loss) gain | Aerojet Rocketdyne Holdings, Inc. | |||||||
Equity securities - U.S. | |||||||
Ownership percentage | 0% | 0% | 4.50% | ||||
Long-Term Investments Balance | $ 0 | $ 0 | $ 201,278 | ||||
Net investment (loss) gain | Other long-term investments (d) | |||||||
Equity securities - U.S. | |||||||
Long-Term Investments Balance | 20,187 | 20,187 | 9,575 | ||||
Net investment (loss) gain | Steel Connect, Inc. convertible notes | Steel Connect, Inc (STCN) | |||||||
Equity securities - U.S. | |||||||
Long-Term Investments Balance | 0 | 0 | $ 14,521 | ||||
Investments in Associated Companies: | |||||||
Realized gain (loss) | $ 0 | $ 151 | $ 389 | $ 1,106 |
Investments - Equity Securities
Investments - Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Net (gains) losses recognized during the period on equity securities | $ (8,665) | $ (3,641) | $ (6,151) | $ 22,570 |
Less: Net (gains) recognized during the period on equity securities sold during the period | (10,394) | 0 | (6,690) | 0 |
Unrealized losses (gains) recognized during the period on equity securities still held at the end of the period | $ 1,729 | $ (3,641) | $ 539 | $ 22,570 |
Investments - Other Investments
Investments - Other Investments - Related Party (Details) - WebBank - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Held to maturity securities | $ 326,843 | $ 176,719 |
Gross Unrealized Gains | 2,187 | 146 |
Estimated Fair Value | 329,030 | 176,865 |
Maturities held one through five years | 320,081 | 169,783 |
Maturities between years five and ten | 3,138 | 5,281 |
Maturities, after ten years | $ 3,624 | $ 1,655 |
Debt - Long-term and Short-term
Debt - Long-term and Short-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Short-term debt | $ 195 | $ 685 |
Total | 186,989 | 179,639 |
Less: portion due within one year | 67 | 67 |
Long-term debt | 186,922 | 179,572 |
Total debt | 187,184 | 180,324 |
Loans Payable | Revolving Credit Facility | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Total | 186,050 | 178,650 |
Other debt - domestic | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Total | 939 | 989 |
Foreign | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Short-term debt | $ 195 | $ 685 |
Debt - Maturities (Details)
Debt - Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Total | $ 186,989 | $ 179,639 |
2023 | 17 | |
2024 | 67 | |
2025 | 67 | |
2026 | 186,117 | |
2027 | 721 | |
Thereafter | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
New Credit Agreement | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 600,000,000 |
Line of credit, amount available for increase | $ 300,000,000 |
Leverage ratio | 3.50 |
Commitment fee to be paid on unused borrowings | 0.15% |
Leverage ratio following a material acquisition | 4.50 |
Interest coverage ratio | 3 |
Remaining borrowing capacity | $ 403,500,000 |
New Credit Agreement | Maximum | |
Debt Instrument [Line Items] | |
Leverage ratio | 4.25 |
Sublimit for Issuance of Swing Loans | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 50,000,000 |
Standby Letters of Credit | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | 50,000,000 |
Standby Letters of Credit | Umpqua Revolver | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | 5,000,000 |
Remaining borrowing capacity | 610,000 |
Sublimit For Optional Currency | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 75,000,000 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Weighted average interest rate | 6.64% |
Line of credit | $ 10,448,000 |
Remaining borrowing capacity | 403,500,000 |
Revolving Credit Facility | Umpqua Revolver | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | 12,500,000 |
Remaining borrowing capacity | $ 11,890,000 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) oz | Dec. 31, 2022 USD ($) | |
Silver, Ounces, Copper Contracts | Commodity contracts | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Amount (in whole units) | oz | 74,481 | |
WebBank | ||
Derivatives, Fair Value [Line Items] | ||
Undisbursed loan commitment | $ | $ 411,151 | $ 606,537 |
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) - Not Designated as Hedging Instrument - Commodity $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) oz lb T | |
Silver, Ounces | |
Derivative [Line Items] | |
Amount (in whole units) | oz | 74,539 |
Notional Value | $ 1,707 |
Gold, Ounces | |
Derivative [Line Items] | |
Amount (in whole units) | oz | 27 |
Notional Value | $ 47 |
Palladium, Ounces | |
Derivative [Line Items] | |
Amount (in whole units) | oz | 926 |
Notional Value | $ 1,147 |
Platinum, Ounces | |
Derivative [Line Items] | |
Amount (in whole units) | oz | 60 |
Notional Value | $ 54 |
Copper, Pounds | |
Derivative [Line Items] | |
Amount (in whole units) | lb | 298,000 |
Notional Value | $ 1,090 |
Tin, Metric Tons | |
Derivative [Line Items] | |
Amount (in whole units) | T | 18 |
Notional Value | $ 453 |
Financial Instruments - Balance
Financial Instruments - Balance Sheet Location (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Commodity contracts | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (70) | |
Derivative assets | $ 22 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | |
Commodity contracts | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (177) | |
Derivative assets | $ 12 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | |
Economic interests in loans | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 5,098 | $ 5,728 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
Financial Instruments - Income
Financial Instruments - Income Statement Location (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) | $ 1,448 | $ 732 | $ 4,553 | $ 3,562 |
Commodity contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) | $ 33 | $ (859) | $ 790 | $ (411) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Operating Income (Expense), Net | Other Operating Income (Expense), Net | Other Operating Income (Expense), Net | Other Operating Income (Expense), Net |
Economic interests in loans | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) | $ 1,415 | $ 1,591 | $ 3,763 | $ 3,973 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Total revenue | Total revenue | Total revenue | Total revenue |
Pension and Other Post-Retire_3
Pension and Other Post-Retirement Benefits - Components of Pension Expense and Other Postretirement Benefit Expense (Details) - Defined Benefit Plan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plans Disclosure [Line Items] | ||||
Interest cost | $ 4,538 | $ 2,381 | $ 13,614 | $ 7,145 |
Expected return on plan assets | (4,467) | (6,336) | (13,401) | (19,007) |
Amortization of actuarial loss | 2,882 | 2,128 | 8,647 | 6,384 |
Total net pension expense (income) | $ 2,953 | $ (1,827) | $ 8,860 | $ (5,478) |
Pension and Other Post-Retire_4
Pension and Other Post-Retirement Benefits - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Defined Benefit Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Current employer contributions | $ 13,627 |
Capital and Accumulated Other_3
Capital and Accumulated Other Comprehensive Loss - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 82 Months Ended | ||||||||||||||
Nov. 08, 2023 $ / shares | Jun. 09, 2021 shares | May 18, 2020 shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) day $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | Dec. 31, 2012 | Sep. 30, 2023 USD ($) $ / shares shares | May 31, 2023 shares | Mar. 21, 2023 shares | Dec. 07, 2016 shares | Jan. 02, 2012 | |
Class of Stock [Line Items] | ||||||||||||||||||
Common units outstanding (in shares) | 21,304,915 | 21,304,915 | 21,605,093 | 21,304,915 | ||||||||||||||
Units repurchased value | $ | $ 4,891 | $ 11,588 | $ 3,248 | $ 9,902 | $ 20,999 | $ 10,418 | ||||||||||||
Days prior to a measurement date | day | 20 | |||||||||||||||||
Weighted average price per share, common units (in dollars per share) | $ / shares | $ 41.82 | $ 41.82 | $ 41.82 | |||||||||||||||
Incentive units granted, percentage of outstanding common units | 100% | |||||||||||||||||
Common units issued (in shares) | 21,304,915 | 21,304,915 | 21,605,093 | 21,304,915 | ||||||||||||||
Subsequent Event | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.375 | |||||||||||||||||
Incentive Unit Award | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Increase in equity value, percent | 15% | |||||||||||||||||
Units vested (in shares) | 154,078 | 200,253 | ||||||||||||||||
Baseline equity value (in dollars per share) | $ / shares | $ 39.26 | |||||||||||||||||
Class A | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common units outstanding (in shares) | 21,304,915 | 21,304,915 | 21,304,915 | |||||||||||||||
Common Units | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Authorized repurchase shares amount (in shares) | 1,000,000 | 8,770,240 | ||||||||||||||||
Units repurchased (in shares) | 111,118 | 454,616 | 7,800,608 | |||||||||||||||
Units repurchased value | $ | $ 4,891 | $ 19,728 | $ 164,086 | |||||||||||||||
Units that may yet be purchased (in shares) | 969,632 | 969,632 | 969,632 | |||||||||||||||
Series A Preferred Units | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stated interest rate | 6% | 6% | 6% | |||||||||||||||
Preferred unit dividend | $ | $ 2,408 | $ 7,225 | $ 2,408 | $ 7,225 | ||||||||||||||
Preferred unit term | 9 years | |||||||||||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 25 | $ 25 | $ 25 | |||||||||||||||
Repurchase period in force | 60 days | |||||||||||||||||
Preferred units outstanding (in shares) | 6,422,128 | 6,422,128 | 6,422,128 | 6,422,128 | ||||||||||||||
Class C | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common units issued (in shares) | 200,253 | |||||||||||||||||
2018 Incentive Award Plan | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Additional shares authorized (in shares) | 1,000,000 | 500,000 | ||||||||||||||||
Shares authorized (in shares) | 2,000,000 | 1,000,000 | ||||||||||||||||
RSUs granted (in shares) | 17,000 | |||||||||||||||||
2018 Incentive Award Plan | Restricted Stock Units (RSUs) | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Unearned compensation | $ | $ 417 | $ 417 | $ 417 |
Capital and Accumulated Other_4
Capital and Accumulated Other Comprehensive Loss - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Balance at beginning of year | $ 915,882 | $ 819,841 | $ 801,460 | $ 723,510 | $ 654,225 | $ 669,048 | $ 801,460 | $ 669,048 |
Net other comprehensive income (loss) attributable to common unitholders | (1,991) | (2,178) | (1,073) | (4,831) | ||||
Balance at end of year | 934,972 | 915,882 | 819,841 | 747,667 | 723,510 | 654,225 | 934,972 | 747,667 |
Unrealized loss on available-for-sale debt securities | ||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Balance at beginning of year | (92) | (92) | (92) | (92) | (92) | (92) | (92) | (92) |
Net other comprehensive income (loss) attributable to common unitholders | 0 | 0 | 0 | 0 | 0 | 0 | ||
Balance at end of year | (92) | (92) | (92) | (92) | (92) | (92) | (92) | (92) |
Cumulative translation adjustments | ||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Balance at beginning of year | (16,195) | (16,020) | (17,113) | (16,614) | (14,420) | (13,961) | (17,113) | (13,961) |
Net other comprehensive income (loss) attributable to common unitholders | (1,991) | (175) | 1,093 | (2,178) | (2,194) | (459) | ||
Balance at end of year | (18,186) | (16,195) | (16,020) | (18,792) | (16,614) | (14,420) | (18,186) | (18,792) |
Change in net pension and other benefit obligations | ||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Balance at beginning of year | (134,669) | (134,669) | (134,669) | (117,750) | (117,750) | (117,750) | (134,669) | (117,750) |
Net other comprehensive income (loss) attributable to common unitholders | 36 | 0 | 0 | 0 | 0 | 0 | ||
Balance at end of year | (134,633) | (134,669) | (134,669) | (117,750) | (117,750) | (117,750) | (134,633) | (117,750) |
Total | ||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Balance at beginning of year | (150,956) | (150,781) | (151,874) | (134,456) | (132,262) | (131,803) | (151,874) | (131,803) |
Net other comprehensive income (loss) attributable to common unitholders | (1,955) | (175) | 1,093 | (2,178) | (2,194) | (459) | ||
Balance at end of year | $ (152,911) | $ (150,956) | $ (150,781) | $ (136,634) | $ (134,456) | $ (132,262) | $ (152,911) | $ (136,634) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) provision | $ (981) | $ 9,211 | $ (1,707) | $ 56,256 |
Net Income Per Common Unit (Det
Net Income Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | |||||||||
Net income | $ 27,887 | $ 58,615 | $ 24,803 | $ 36,428 | $ 92,113 | $ 4,541 | $ 111,305 | $ 133,082 | $ 206,165 |
Net (income) loss attributable to noncontrolling interests in consolidated entities | (2,315) | (111) | (1,737) | (122) | |||||
Net income attributable to common unitholders | 25,572 | 36,317 | 109,568 | 132,960 | |||||
Effect of dilutive securities: | |||||||||
Interest expense from SPLP Preferred Units | 3,083 | 3,083 | 9,228 | 9,228 | |||||
Net income attributable to common unitholders – assuming dilution | $ 28,655 | $ 39,400 | $ 118,796 | $ 142,188 | |||||
Net income per common unit – basic | |||||||||
Net income attributable to common unitholders (in dollars per share) | $ 1.20 | $ 1.57 | $ 5.10 | $ 5.85 | $ 9.03 | ||||
Net income per common unit – diluted | |||||||||
Net income attributable to common unitholders (in dollars per share) | $ 1.14 | $ 1.45 | $ 4.68 | $ 5.26 | $ 8.12 | ||||
Denominator for net income per common unit - basic (in shares) | 21,298,871 | 23,147,644 | 21,495,689 | 22,737,902 | |||||
Effect of dilutive securities: | |||||||||
Incentive Units (in shares) | 154,078 | 191,080 | 153,063 | 220,240 | |||||
Unvested restricted common units (in shares) | 24,341 | 104,396 | 19,340 | 156,494 | |||||
SPLP Preferred Units (in shares) | 3,603,920 | 3,802,650 | 3,692,232 | 3,923,915 | |||||
Denominator for net income per common unit - diluted (in shares) | 25,081,210 | 27,245,770 | 25,360,324 | 27,038,551 |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy Table (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Investment fair value | $ 39,373 | $ 309,697 |
PCS Mosaic | ||
Liabilities: | ||
Investment fair value | 19,186 | 23,323 |
Warrants | ||
Assets: | ||
Derivative asset total | 3,564 | |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Derivative asset total | 64,503 | 328,563 |
Liabilities: | ||
Total | 29,167 | 30,362 |
Fair Value, Measurements, Recurring | Long-term investments | ||
Assets: | ||
Derivative asset total | 20,187 | 286,375 |
Fair Value, Measurements, Recurring | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Derivative asset total | 35,620 | 32,896 |
Fair Value, Measurements, Recurring | Economic interests in loans | ||
Assets: | ||
Derivative asset total | 5,098 | 5,728 |
Fair Value, Measurements, Recurring | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Derivative asset total | 34 | |
Liabilities: | ||
Financial instruments total | 247 | |
Fair Value, Measurements, Recurring | Warrants | ||
Assets: | ||
Derivative asset total | 3,564 | |
Fair Value, Measurements, Recurring | Other precious metal liabilities | ||
Liabilities: | ||
Financial instruments total | 29,167 | 30,115 |
Fair Value, Measurements, Recurring | Level 1 | ||
Assets: | ||
Derivative asset total | 51,756 | 266,935 |
Liabilities: | ||
Total | 29,167 | 30,115 |
Fair Value, Measurements, Recurring | Level 1 | Long-term investments | ||
Assets: | ||
Derivative asset total | 16,136 | 234,039 |
Fair Value, Measurements, Recurring | Level 1 | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Derivative asset total | 35,620 | 32,896 |
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 total | 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 total | 29,167 | 30,115 |
Fair Value, Measurements, Recurring | Level 2 | ||
Assets: | ||
Derivative asset total | 580 | 0 |
Liabilities: | ||
Total | 0 | 247 |
Fair Value, Measurements, Recurring | Level 2 | Long-term investments | ||
Assets: | ||
Derivative asset total | 546 | 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 | 34 | |
Liabilities: | ||
Financial instruments total | 247 | |
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 total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | ||
Assets: | ||
Derivative asset total | 12,167 | 61,628 |
Liabilities: | ||
Total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Long-term investments | ||
Assets: | ||
Derivative asset total | 3,505 | 52,336 |
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 | 5,098 | 5,728 |
Fair Value, Measurements, Recurring | Level 3 | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Derivative asset total | 0 | |
Liabilities: | ||
Financial instruments total | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Warrants | ||
Assets: | ||
Derivative asset total | 3,564 | 3,564 |
Fair Value, Measurements, Recurring | Level 3 | Other precious metal liabilities | ||
Liabilities: | ||
Financial instruments total | $ 0 | $ 0 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Inputs Reconciliation - Assets (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 61,628 | $ 63,497 |
Purchases | 589 | 999 |
Sales, cash collections, and eliminations | (53,914) | (6,871) |
Realized gains | 3,758 | 2,758 |
Unrealized gains | 106 | |
Unrealized losses | 0 | (1,007) |
Balance at end of period | 12,167 | 59,376 |
Long Term Investments | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 52,336 | 50,085 |
Purchases | 589 | 999 |
Sales, cash collections, and eliminations | (49,521) | 0 |
Realized gains | (5) | 0 |
Unrealized gains | 106 | |
Unrealized losses | 0 | (1,007) |
Balance at end of period | 3,505 | 50,077 |
Economic Interest In Loans | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 5,728 | 6,483 |
Purchases | 0 | 0 |
Sales, cash collections, and eliminations | (4,393) | (4,721) |
Realized gains | 3,763 | 3,973 |
Unrealized gains | 0 | |
Unrealized losses | 0 | 0 |
Balance at end of period | 5,098 | 5,735 |
Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 3,564 | 6,929 |
Purchases | 0 | 0 |
Sales, cash collections, and eliminations | 0 | (2,150) |
Realized gains | 0 | (1,215) |
Unrealized gains | 0 | |
Unrealized losses | 0 | 0 |
Balance at end of period | $ 3,564 | $ 3,564 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Sep. 30, 2023 | Apr. 30, 2023 |
Aerojet Rocketdyne Holdings, Inc. | Series E Convertible Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Outstanding equity interests held, percentage | 85% | |
Constant prepayment rate | Securities (Assets) | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.0936 | |
Constant prepayment rate | Securities (Assets) | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.3520 | |
Default rate | Securities (Assets) | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.0172 | |
Default rate | Securities (Assets) | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.2191 | |
Discount rate | Securities (Assets) | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.0182 | |
Discount rate | Securities (Assets) | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.2560 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 9 Months Ended | ||||||||
Sep. 23, 2022 USD ($) | Aug. 17, 2021 shares | Aug. 13, 2021 USD ($) | Aug. 21, 2019 USD ($) | Apr. 13, 2018 USD ($) | Sep. 30, 2023 USD ($) defendant claim | Dec. 31, 2022 USD ($) | Jul. 01, 2020 USD ($) | Dec. 31, 2012 USD ($) | |
Loss Contingencies [Line Items] | |||||||||
Settlement offer | $ 1,070,000 | ||||||||
Increase in reserve | $ 2,582,000 | ||||||||
Shares surrendered (in shares) | shares | 3,300,000 | ||||||||
Increase in settlement proposed | $ 250,000 | ||||||||
Steel Connect, Inc (STCN) | |||||||||
Loss Contingencies [Line Items] | |||||||||
Net settlement payments | $ 1,650,000 | ||||||||
Steel Partners Holding LP | |||||||||
Loss Contingencies [Line Items] | |||||||||
Net settlement payments | 1,100,000 | ||||||||
Mr. Lichtenstein | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares surrendered (in shares) | shares | 2,133,333 | ||||||||
Mr. Howard | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares surrendered (in shares) | shares | 1,066,667 | ||||||||
Vested | Mr. Lichtenstein | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares surrendered (in shares) | shares | 1,833,333 | ||||||||
Vested | Mr. Howard | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares surrendered (in shares) | shares | 916,667 | ||||||||
Vested | Mr. Fejes | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares surrendered (in shares) | shares | 100,000 | ||||||||
Unvested | Mr. Lichtenstein | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares surrendered (in shares) | shares | 300,000 | ||||||||
Unvested | Mr. Howard | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares surrendered (in shares) | shares | 150,000 | ||||||||
Accrued liabilities | |||||||||
Loss Contingencies [Line Items] | |||||||||
Accrual for environmental matters | $ 13,444,000 | $ 12,692,000 | |||||||
Other Noncurrent Liabilities | |||||||||
Loss Contingencies [Line Items] | |||||||||
Accrual for environmental matters | $ 24,736,000 | 24,765,000 | |||||||
BNS Subsidiary | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of claims, litigation matters | claim | 55,000 | ||||||||
BNS Subsidiary | Insurance Claims | |||||||||
Loss Contingencies [Line Items] | |||||||||
Accrual relating to open and active claims | $ 1,389,000 | $ 1,418,000 | |||||||
Minimum | BNS Subsidiary | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency, number of defendants | defendant | 100,000 | ||||||||
Adjacent Parcel | Environmental and Other Matters | |||||||||
Loss Contingencies [Line Items] | |||||||||
Accrual increase | $ 14,300,000 | ||||||||
Adjacent Parcel | Environmental and Other Matters | Minimum | Handy & Harman Ltd. (HNH) | |||||||||
Loss Contingencies [Line Items] | |||||||||
Environmental exit costs, additional loss | 10,500,000 | ||||||||
Adjacent Parcel | Environmental and Other Matters | Maximum | Handy & Harman Ltd. (HNH) | |||||||||
Loss Contingencies [Line Items] | |||||||||
Environmental exit costs, additional loss | 17,500,000 | ||||||||
Steel Connect, Inc (STCN) | |||||||||
Loss Contingencies [Line Items] | |||||||||
Net settlement payments | $ 2,750,000 | ||||||||
Costs | Environmental and Other Matters | |||||||||
Loss Contingencies [Line Items] | |||||||||
Settlement offer | $ 10,500,000 | ||||||||
Costs | Environmental and Other Matters | Steel Partners Holding LP | |||||||||
Loss Contingencies [Line Items] | |||||||||
Settlement offer | $ 2,625,000 | ||||||||
Settlement offer, share percentage | 25% | ||||||||
Costs | Environmental and Other Matters | Non-affiliated Corporations | |||||||||
Loss Contingencies [Line Items] | |||||||||
Settlement offer | $ 7,875,000 | ||||||||
Settlement offer, share percentage | 75% | ||||||||
Costs | Environmental and Other Matters | Cycle Chem | |||||||||
Loss Contingencies [Line Items] | |||||||||
Settlement offer | $ 3,500,000 | ||||||||
Settlement offer, share percentage | 100% | ||||||||
Costs | Former Owner / Operator | |||||||||
Loss Contingencies [Line Items] | |||||||||
Accrual for environmental matters | $ 2,700,000 | ||||||||
Costs | Former Owner / Operator | Environmental and Other Matters | |||||||||
Loss Contingencies [Line Items] | |||||||||
Ownership responsibility for site investigation and remediation costs percentage allocation | 75% | ||||||||
Costs | Hhem and HandH | Steel Partners Holding LP | |||||||||
Loss Contingencies [Line Items] | |||||||||
Accrual for environmental matters | $ 900,000 | ||||||||
Costs | Hhem and HandH | Environmental and Other Matters | |||||||||
Loss Contingencies [Line Items] | |||||||||
Ownership responsibility for site investigation and remediation costs percentage allocation | 25% | ||||||||
Payments | $ 1,000,000 | ||||||||
Camden | SLI | |||||||||
Loss Contingencies [Line Items] | |||||||||
Accrual for environmental matters | 3,000,000 | ||||||||
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 | ||||||||
Preferred stock | Steel Connect, Inc (STCN) | |||||||||
Loss Contingencies [Line Items] | |||||||||
Stock acquired | $ 35,000,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Parties (Details) - Related Party - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Receivable from related parties | $ 236 | $ 962 |
Payables to related party | 1,736 | 2,881 |
Receivable from associated companies - STCN | ||
Related Party Transaction [Line Items] | ||
Receivable from related parties | 0 | 967 |
Receivable from other related parties | ||
Related Party Transaction [Line Items] | ||
Receivable from related parties | 236 | |
Receivable from other related parties | (5) | |
Accrued management fees | ||
Related Party Transaction [Line Items] | ||
Payables to related party | 449 | 299 |
Payables to other related parties | ||
Related Party Transaction [Line Items] | ||
Payables to related party | $ 1,287 | $ 2,582 |
Related Party Transactions - Ma
Related Party Transactions - Management Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Other current liabilities | $ 95,435 | $ 95,435 | $ 65,598 | ||
SP General Services LLC | |||||
Related Party Transaction [Line Items] | |||||
Management fee percentage, quarterly basis | 1.50% | ||||
Management agreement renewal, term | 1 year | ||||
Notice period prior to management agreement renewal, period | 60 days | ||||
SP General Services LLC | Management Fee | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Management fee | 3,249 | $ 2,709 | $ 9,319 | $ 7,646 | |
Other current liabilities | 449 | 449 | 299 | ||
SP General Services LLC | Reimbursable Expenses | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Management fee | 1,203 | $ 1,274 | 3,582 | $ 3,265 | |
Other current liabilities | $ 1,140 | $ 1,140 | $ 2,427 |
Related Party Transactions - Co
Related Party Transactions - Corporate Services (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Steel Services Ltd | Management Fee | Related Party | |
Related Party Transaction [Line Items] | |
Management fee | $ 1,787 |
Related Party Transactions - Ot
Related Party Transactions - Other (Details) - Related Parties - WebBank - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Deposits | $ 110 | $ 1,112 |
Consolidation, eliminations | ||
Related Party Transaction [Line Items] | ||
Deposits | $ (27) | $ (31) |
Segment Information - Segment D
Segment Information - Segment Description (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Total revenue | $ 492,254 | $ 425,673 | $ 1,438,550 | $ 1,272,826 | $ 1,695,441 |
Management Fee | Diversified Industrial | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 13,184 | 11,087 | 39,552 | 33,987 | |
Management Fee | Energy | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 2,344 | 1,784 | 7,033 | 5,352 | |
Management Fee | Financial Services | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 497 | $ 459 | 1,490 | $ 1,377 | |
Management Fee | Supply Chain | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | $ 617 | $ 1,028 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue: | $ 492,254 | $ 425,673 | $ 1,438,550 | $ 1,272,826 |
Income from operations before income taxes and equity method investments | 31,021 | 50,749 | 125,532 | 203,790 |
Interest expense | 4,115 | 5,110 | 15,934 | 14,452 |
Income tax (benefit) provision | (981) | 9,211 | (1,707) | 56,256 |
Net income from continuing operations | 27,887 | 36,428 | 111,305 | 133,082 |
Total | 3,140 | (616) | 11,944 | 1,767 |
Depreciation and amortization | 14,693 | 12,701 | 41,433 | 40,212 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations before income taxes and equity method investments | 8,874 | (269) | (4,814) | (38,527) |
Total | 3,140 | (616) | 11,944 | 1,767 |
Depreciation and amortization | 167 | 159 | 504 | 492 |
Diversified Industrial | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 299,098 | 312,200 | 918,570 | 986,113 |
Income from operations before income taxes and equity method investments | 14,756 | 27,500 | 61,015 | 183,534 |
Depreciation and amortization | 10,257 | 9,875 | 30,333 | 31,628 |
Energy | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 46,742 | 51,409 | 145,220 | 136,750 |
Income from operations before income taxes and equity method investments | 5,968 | 6,383 | 15,239 | 14,012 |
Depreciation and amortization | 2,740 | 2,536 | 7,732 | 7,700 |
Financial Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 106,405 | 62,064 | 304,570 | 149,963 |
Income from operations before income taxes and equity method investments | (2,588) | 17,135 | 48,246 | 44,771 |
Depreciation and amortization | 205 | 131 | 630 | 392 |
Supply Chain | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue: | 40,009 | 0 | 70,190 | 0 |
Income from operations before income taxes and equity method investments | 4,011 | 0 | 5,846 | 0 |
Depreciation and amortization | $ 1,324 | $ 0 | $ 2,234 | $ 0 |
Regulatory Matters (Details)
Regulatory Matters (Details) $ in Thousands | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Capital conversation buffer of risk-weighted assets | 2.50% | |
CET1 Ratio | 7% | |
Total Capital (to risk-weighted assets) | ||
Actual | $ 344,053 | $ 306,618 |
For Capital Adequacy Purposes | 189,064 | 163,952 |
Minimum Capital Adequacy With Capital Buffer | 248,146 | 215,187 |
To Be Well Capitalized Under Prompt Corrective Provisions | $ 236,330 | $ 204,940 |
Actual (Ratio) | 0.1460 | 0.1500 |
For Capital Adequacy Purposes (Ratio) | 0.0800 | 0.0800 |
Minimum Capital Adequacy With Capital Buffer (Ratio) | 10.50% | 10.50% |
To Be Well Capitalized Under Prompt Corrective Provisions (Ratio) | 0.1000 | 0.1000 |
Tier 1 Capital (to risk-weighted assets) | ||
Actual | $ 314,081 | $ 280,951 |
For Capital Adequacy Purposes | 141,798 | 122,964 |
Minimum Capital Adequacy With Capital Buffer | 200,880 | 174,199 |
To Be Well Capitalized Under Prompt Corrective Provisions | $ 189,064 | $ 163,952 |
Actual (Ratio) | 0.1330 | 0.1370 |
For Capital Adequacy Purposes (Ratio) | 0.0600 | 0.0600 |
Minimum Capital Adequacy With Capital Buffer (Ratio) | 8.50% | 8.50% |
To Be Well Capitalized Under Prompt Corrective Provisions (Ratio) | 0.0800 | 0.0800 |
Common Equity Tier 1 Capital (to risk-weighted assets) | ||
Actual | $ 314,081 | $ 280,951 |
For Capital Adequacy Purposes | 106,348 | 92,223 |
Minimum Capital Adequacy With Capital Buffer | 165,431 | 143,458 |
To Be Well Capitalized Under Prompt Corrective Provisions | $ 153,614 | $ 133,211 |
Actual (Ratio) | 13.30% | 13.70% |
For Capital Adequacy Purposes (Ratio) | 4.50% | 4.50% |
Minimum Capital Adequacy With Capital Buffer (Ratio) | 7% | 7% |
To Be Well Capitalized Under Prompt Corrective Provisions (Ratio) | 6.50% | 6.50% |
Tier 1 Capital (to average assets) | ||
Actual | $ 314,081 | $ 280,951 |
For Capital Adequacy Purposes | 98,055 | 76,300 |
To Be Well Capitalized Under Prompt Corrective Provisions | $ 122,568 | $ 95,375 |
Actual (Ratio) | 0.1280 | 0.1470 |
For Capital Adequacy Purposes (Ratio) | 0.0400 | 0.0400 |
To Be Well Capitalized Under Prompt Corrective Provisions (Ratio) | 0.0500 | 0.0500 |
Minimum | ||
Total Capital (to risk-weighted assets) | ||
Minimum Capital Adequacy With Capital Buffer (Ratio) | 10.50% | |
Tier 1 Capital (to risk-weighted assets) | ||
For Capital Adequacy Purposes (Ratio) | 0.040 | |
Minimum Capital Adequacy With Capital Buffer (Ratio) | 8.50% | |
Maximum | ||
Tier 1 Capital (to risk-weighted assets) | ||
For Capital Adequacy Purposes (Ratio) | 0.060 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest | $ 59,125 | $ 18,959 |
Taxes | $ 30,135 | $ 22,026 |