Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 20,715,251 | |
Entity Central Index Key | 0001452857 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Filer Category | Accelerated Filer | |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 201,432 | $ 325,363 |
Trade and other receivables - net of allowance for doubtful accounts of $3,121 and $3,510, respectively | 217,208 | 193,976 |
Receivables from related parties | 3,471 | 2,944 |
Loans receivable, including loans held for sale of $253,311 and $198,632, respectively, net | 625,800 | 529,529 |
Inventories, net | 196,989 | 184,271 |
Prepaid expenses and other current assets | 46,397 | 48,019 |
Assets held for sale | 75,224 | 0 |
Total current assets | 1,366,521 | 1,284,102 |
Long-term loans receivable, net | 411,690 | 511,444 |
Goodwill | 122,855 | 148,018 |
Other intangible assets, net | 103,637 | 119,830 |
Other non-current assets | 92,376 | 79,143 |
Property, plant and equipment, net | 228,180 | 234,976 |
Operating lease right-of-use assets | 32,464 | 36,636 |
Long-term investments | 228,226 | 261,080 |
Total Assets | 2,585,949 | 2,675,229 |
Current liabilities: | ||
Accounts payable | 154,546 | 123,282 |
Accrued liabilities | 92,471 | 86,848 |
Deposits | 457,708 | 447,152 |
Payables to related parties | 2,031 | 1,885 |
Short-term debt | 482 | 100 |
Current portion of long-term debt | 1,046 | 1,071 |
Other current liabilities | 56,366 | 54,674 |
Liabilities held for sale | 18,394 | 0 |
Total current liabilities | 783,044 | 715,012 |
Long-term deposits | 361,924 | 377,735 |
Long-term debt | 268,050 | 269,850 |
Other borrowings | 215,881 | 333,963 |
Preferred unit liability | 150,231 | 149,570 |
Accrued pension liabilities | 78,502 | 82,376 |
Deferred tax liabilities | 12,043 | 13,674 |
Long-term operating lease liabilities | 24,907 | 27,511 |
Other non-current liabilities | 37,142 | 36,490 |
Total Liabilities | 1,931,724 | 2,006,181 |
Commitments and Contingencies | ||
Capital: | ||
Partners' capital common units: 20,712,071 and 21,018,009 issued and outstanding (after deducting 17,079,555 and 16,810,932 units held in treasury, at cost of $274,702 and $264,284), respectively | 785,464 | 795,140 |
Accumulated other comprehensive loss | (132,262) | (131,803) |
Total Partners' Capital | 653,202 | 663,337 |
Noncontrolling interests in consolidated entities | 1,023 | 5,711 |
Total Capital | 654,225 | 669,048 |
Total Liabilities and Capital | $ 2,585,949 | $ 2,675,229 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,121 | $ 3,510 |
Loans held-for-sale | $ 253,311 | $ 198,632 |
Common units issued (in shares) | 20,712,071 | 21,018,009 |
Common units outstanding (in shares) | 20,712,071 | 21,018,009 |
Common units held in treasury (in shares) | 17,079,555 | 16,810,932 |
Common units held in treasury, cost | $ 274,702 | $ 264,284 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Total revenue | $ 405,745 | $ 314,493 |
Costs and expenses: | ||
Cost of goods sold | 268,170 | 208,685 |
Selling, general and administrative expenses | 86,124 | 68,800 |
Asset impairment charge | 403 | 0 |
Finance interest expense | 1,164 | 2,232 |
Provision for (benefit from) loan losses | 1,282 | (715) |
Interest expense | 4,524 | 5,466 |
Realized and unrealized losses on securities, net | 27,726 | 23,249 |
Other income, net | (441) | (35,039) |
Total costs and expenses | 388,952 | 272,678 |
Income from operations before income taxes and equity method investments | 16,793 | 41,815 |
Income tax provision | 7,609 | 14,594 |
Loss (income) of associated companies, net of taxes | 4,643 | (26,121) |
Net income | 4,541 | 53,342 |
Net loss (income) attributable to noncontrolling interests in consolidated entities | 24 | (391) |
Net income attributable to common unitholders | $ 4,565 | $ 52,951 |
Net income per common unit - basic | ||
Net income (loss) attributable to common unitholders (in dollars per share) | $ 0.21 | $ 2.34 |
Net income per common unit - diluted | ||
Net (loss) income attributable to common unitholders (in dollars per share) | $ 0.20 | $ 1.60 |
Weighted-average number of common units outstanding - basic (in shares) | 22,209,071 | 22,619,764 |
Weighted-average number of common units outstanding - diluted (in shares) | 22,643,016 | 34,930,146 |
Diversified Industrial net sales | ||
Revenue: | ||
Total revenue | $ 327,249 | $ 248,489 |
Energy net revenue | ||
Revenue: | ||
Total revenue | 38,317 | 32,086 |
Financial Services revenue | ||
Revenue: | ||
Total revenue | $ 40,179 | $ 33,918 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 4,541 | $ 53,342 |
Other comprehensive loss, net of taxes: | ||
Currency translation adjustments | (459) | (217) |
Other comprehensive loss | (459) | (217) |
Comprehensive income | 4,082 | 53,125 |
Comprehensive loss (income) attributable to noncontrolling interests | 24 | (391) |
Comprehensive income attributable to common unitholders | $ 4,106 | $ 52,734 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Capital (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year (in shares) | 21,018,009 | |
Balance at beginning of year | $ 669,048 | $ 539,222 |
Net income (loss) | 4,541 | 53,342 |
Currency translation adjustments | (459) | (217) |
Equity compensation - restricted units | 119 | 363 |
Purchases of SPLP common units | (10,418) | |
Purchases of subsidiary shares from noncontrolling interests | $ (8,606) | |
Balance at end of period (in shares) | 20,712,071 | |
Balance at end of year | $ 654,225 | 592,710 |
Total Partners' Capital | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | 663,337 | 534,660 |
Net income (loss) | 4,565 | 52,951 |
Currency translation adjustments | (459) | (217) |
Equity compensation - restricted units | 119 | 363 |
Purchases of SPLP common units | (10,418) | |
Purchases of subsidiary shares from noncontrolling interests | (3,942) | |
Balance at end of year | $ 653,202 | $ 587,757 |
Common Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year (in shares) | 37,828,941 | 37,837,439 |
Equity compensation - restricted units (in shares) | (37,315) | 28,588 |
Balance at end of period (in shares) | 37,791,626 | 37,866,027 |
Treasury Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year (in shares) | 16,810,932 | 14,916,635 |
Balance at beginning of year | $ (264,284) | $ (219,245) |
Purchases of SPLP common units (in shares) | (268,623) | |
Purchases of SPLP common units | $ (10,418) | |
Balance at end of period (in shares) | 17,079,555 | 14,916,635 |
Balance at end of year | $ (274,702) | $ (219,245) |
Partners' Capital | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | 795,140 | 707,309 |
Net income (loss) | 4,565 | 52,951 |
Equity compensation - restricted units | 119 | 363 |
Purchases of SPLP common units | (10,418) | |
Purchases of subsidiary shares from noncontrolling interests | (3,942) | |
Balance at end of year | 785,464 | 760,623 |
Accumulated Other Comprehensive Income (Loss) | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | (131,803) | (172,649) |
Currency translation adjustments | (459) | (217) |
Balance at end of year | (132,262) | (172,866) |
Noncontrolling Interests in Consolidated Entities | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Balance at beginning of year | 5,711 | 4,562 |
Net income (loss) | (24) | 391 |
Purchases of subsidiary shares from noncontrolling interests | (4,664) | |
Balance at end of year | $ 1,023 | $ 4,953 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ 4,541 | $ 53,342 |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | ||
Provision for (benefit from) loan losses | 1,282 | (715) |
Loss (income) of associated companies, net of taxes | 4,643 | (26,121) |
Realized and unrealized losses on securities, net | 27,726 | 23,249 |
Gain on sale of Edge business | 0 | (8,096) |
Gain on sale of property, plant and equipment | 0 | (6,646) |
Derivative gains on economic interests in loans | (1,030) | (1,453) |
Deferred income taxes | (1,106) | 10,626 |
Depreciation and amortization | 14,163 | 15,129 |
Non-cash lease expense | 2,496 | 3,025 |
Equity-based compensation | 119 | 363 |
Other | (1,147) | (181) |
Net change in operating assets and liabilities: | ||
Trade and other receivables | (36,357) | (24,633) |
Inventories | (22,474) | (16,246) |
Prepaid expenses and other assets | (5,443) | 1,074 |
Accounts payable, accrued and other liabilities | 53,956 | (12,343) |
Net increase in loans held for sale | (54,679) | (3,145) |
Total cash provided by operating activities | (13,310) | 7,229 |
Cash flows from investing activities: | ||
Purchases of investments | (19,015) | (1,000) |
Proceeds from sales of investments | 0 | 24,086 |
Proceeds from maturities of investments | 5,364 | 2,005 |
Loan originations, net of collections | 56,879 | (397,129) |
Purchases of property, plant and equipment | (7,746) | (4,901) |
Proceeds from sale of property, plant and equipment | 0 | 6,979 |
Proceeds from sale of Edge business | 0 | 16,000 |
Net cash used in investing activities | 35,482 | (353,960) |
Cash flows from financing activities: | ||
Net revolver repayments | (1,419) | (36,994) |
Repayments of term loans | (25) | (2,538) |
Purchases of the Company's common units | (10,418) | 0 |
Net (decrease) increase in other borrowings | (117,733) | 376,211 |
Distribution to preferred unitholders | (2,408) | (2,408) |
Purchase of subsidiary shares from noncontrolling interest | (8,606) | 0 |
Net (decrease) increase in deposits | (5,255) | 77,524 |
Net cash (used in) provided by financing activities | (145,864) | 411,795 |
Net change for the period | (123,692) | 65,064 |
Effect of exchange rate changes on cash and cash equivalents | (239) | (614) |
Cash, cash equivalents and restricted cash at beginning of period | 325,363 | 135,788 |
Cash, cash equivalents and restricted cash at end of period | $ 201,432 | $ 200,238 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
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 and Financial Services, which are managed separately and offer different products and services. For additional details related to the Company's reportable segments, see Note 18 - "Segment Information." Steel Partners Holdings GP Inc. ("SPH GP"), a Delaware corporation, is the general partner of SPLP and is wholly-owned by SPLP. The Company is managed by SP General Services LLC ("Manager"), pursuant to the terms of an amended and restated management agreement ("Management Agreement") discussed in further detail in Note 17 - "Related Party Transactions." Impact of the Ongoing Novel Coronavirus ("COVID-19") Pandemic The ongoing COVID-19 pandemic (in particular, the emergence of new variants of the virus across the globe) has caused, and continues to cause, significant disruptions in the U.S. and global economies. For example, national and local governments in the United States and around the world continue to implement measures to prevent the spread of COVID-19 and its variants, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, quarantines, curfews, and recommendations to practice physical distancing. Such measures have restricted and continue to restrict individuals’ daily activities and curtail or cease many businesses’ normal operations. As of the date of this filing, for the period ended March 31, 2022, the Company has not experienced any significant disruptions to its businesses as compared to the same period in the prior fiscal year. The Company experienced adverse impacts to its consolidated financial results for the fiscal year ended December 31, 2020. Despite indications of economic recovery, the severity of the impact of the COVID-19 pandemic on the Company’s business in 2022 and beyond will depend on a number of uncertain factors and trends. Such factors and trends include, but are not limited to: the duration and severity of the virus and its current variants; the emergence of new variant strains; the availability and widespread use of vaccines; the impact of the global business and economic environment on liquidity and the availability of capital; and governmental actions that have been taken, or may be taken in the future, to mitigate adverse economic or other impacts or to mitigate the spread of the virus and its variants. The Company continues to monitor for any developments or updates to COVID-19 guidelines from public health and governmental authorities, as well as the protection of the health and safety of its personnel, and is continuously working to ensure that its health and safety protocols, business continuity plans and crisis management protocols are in place to help mitigate any negative impacts of the COVID-19 pandemic on the Company’s employees, business or operations. Basis of Presentation The accompanying unaudited consolidated financial statements as of March 31, 2022 and for the three-month periods ended March 31, 2022 and 2021, which have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods, include the accounts of the Company and its consolidated subsidiaries. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been reflected herein. The results of operations for the three months ended March 31, 2022 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, 2021 (“Annual Report” or “Form 10-K”), from which the consolidated balance sheet as of December 31, 2021 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. 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. Held for Sale As of March 31, 2022, the Company classified certain assets and liabilities as held for sale in our consolidated balance sheet, related to the divestiture of SL Power Electronics Corporation ("SLPE"), a subsidiary in the Diversified Industrial segment. For more information, see Note 4 - "Acquisition and Divestitures" and Note 21, - “Subsequent Events” below, and “Significant Developments—Disposition of SPLE” under Part I. Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part I of this Form 10-Q. Accounting Standards Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. ASU 2019-05 provides entities with an option to irrevocably elect the fair value option, applied on an instrument-by-instrument basis for eligible instruments, that are within the scope of Subtopic 326-20, upon the adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. The new standards were to be effective for the Company's 2020 fiscal year. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates . This new standard amended the effective date of Topic 326 for smaller reporting companies until January 1, 2023. A company's determination about whether it is eligible to be a smaller reporting company is based on its most recent determination as of November 15, 2019, in accordance with SEC regulations. As of this date, the Company met the SEC definition of a smaller reporting company. Therefore, the Company will adopt Topic 326 beginning January 1, 2023. The Company is currently evaluating the potential impact of this new guidance; however, it expects that it could have a significant impact on the Company's allowance for loan losses ("ALLL"). |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | REVENUES Disaggregation of Revenues Revenues are disaggregated at the Company's segment level since the segment categories depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. For additional details related to the Company's reportable segments, see Note 18 - "Segment Information." The following table presents the Company's revenues disaggregated by geography for the three months ended March 31, 2022 and 2021. 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 2022 2021 United States $ 384,270 $ 295,868 Foreign 21,475 18,625 Total revenue $ 405,745 $ 314,493 Contract Balances Differences in the timing of revenue recognition, billings and cash collections result in billed trade receivables, unbilled receivables (contract assets) and deferred revenue (contract liabilities) on the consolidated balance sheets. Contract Assets Unbilled receivables arise when the timing of billings to customers differs from the timing of revenue recognition, such as when the Company recognizes revenue over time before a customer can be billed. Contract assets are classified as Prepaid expenses and other current assets on the consolidated balance sheets. As of March 31, 2022 and December 31, 2021, the contract asset balance was $12,619 and $12,014, 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, 2021 $ 3,396 Deferral of revenue 431 Recognition of unearned revenue (617) Balance at March 31, 2022 $ 3,210 Balance at December 31, 2020 $ 7,707 Deferral of revenue 6,044 Recognition of unearned revenue (5,649) Balance at March 31, 2021 $ 8,102 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONSOn January 31, 2020, the Company announced that API Group Limited and certain of its affiliates commenced administration proceedings in the U.K. The purpose of the administration proceedings is to facilitate an orderly sale or wind-down of its U.K. operations, which include API Laminates Limited and API Foils Holdings Limited. In the U.S., API Americas Inc. voluntarily filed for Chapter 11 proceedings in Bankruptcy Court on February 2, 2020, in order to facilitate the sale or liquidation of its U.S. assets. The API Americas Inc. Chapter 11 bankruptcy proceedings were closed by the Bankruptcy Court on December 21, 2020. The API entities were wholly-owned subsidiaries of the Company and part of the Diversified Industrial segment. The Company deconsolidated the API entities on January 31, 2020 as it no longer held a controlling financial interest as of that date. On the date of the deconsolidation, the Company believed that API became a variable interest entity. The Company determined at deconsolidation that it was not the primary beneficiary of API as the Company no longer held a controlling financial interest in API and the Company lacked significant decision-making ability. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | ACQUISITION AND DIVESTITURES 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. Held for Sale SLPE is classified as held for sale as of March 31, 2022. SLPE, which is within the Company’s Diversified Industrial Segment, designs, manufactures, and markets power conversion solutions for original equipment manufacturers in the medical, lighting, audio-visual, controls, and industrial sectors. On April 25, 2022, the Company closed the transaction for the sale of SLPE, to AEI US Subsidiary LLC, a subsidiary of Advanced Energy Industries, Inc. For more information, see Note 4 - "Acquisition and Divestitures" and Note 21 – "Subsequent Events" below, and "Significant Developments—Disposition of SPLE" under Part I. Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Part I of this Form 10-Q. SLPE recognized net sales of $65,974 and income before taxes of $5,120 for the year ended December 31, 2021. The major classes of assets and liabilities included as held for sale related to SLPE are presented in the table below. Assets March 31, 2022 Current assets: Cash and cash equivalents $ 6,596 Trade and other receivables 12,273 Inventories, net 9,537 Prepaid expenses and other current assets 435 Total current assets 28,841 Goodwill 25,157 Other intangibles, Net 11,950 Other non-current assets 4,297 Property, plant and equipment, net 4,979 Total assets classified as held for sale $ 75,224 Liabilities Current liabilities: Accounts payable $ 8,365 Accrued liabilities 4,817 Other current liabilities 1,875 Total current liabilities 15,057 Long-term operating lease liabilities 2,961 Other non-current liabilities 376 Total liabilities classified as held for sale $ 18,394 2021 Divestiture of Edge Business On February 1, 2021, the Company completed the sale of its Edge business for a sales price of $16,000, subject to a working capital adjustment. The Company recognized a pre-tax gain of $8,096 which is presented in Other income, net in the consolidated statement of operations during the three months ended March 31, 2021. Edge provided roofing edge products and components utilized in the securement of perimeter roof edges and was part of the Company's OMG business in the Diversified Industrial segment. Edge recognized net sales of $17,534 and operating income of $1,250 for the year ended December 31, 2020. |
Loans Receivable, Including Loa
Loans Receivable, Including Loans Held For Sale | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Loans Receivable, Including Loans Held For Sale | LOANS RECEIVABLE, INCLUDING LOANS HELD FOR SALE Major classifications of Loans receivable, including loans held for sale, held by WebBank as of March 31, 2022 and December 31, 2021 are as follows: Total Current Non-current March 31, 2022 % December 31, 2021 % March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Loans held for sale $ 253,311 $ 198,632 $ 253,311 $ 198,632 $ — $ — Commercial real estate loans $ 783 — % $ 663 — % — — 783 663 Commercial and industrial 730,734 92 % 779,536 91 % 340,314 293,965 390,420 485,571 Consumer loans 66,478 8 % 76,067 9 % 45,991 50,857 20,487 25,210 Total loans 797,995 100 % 856,266 100 % 386,305 344,822 411,690 511,444 Less: Allowance for loan losses (13,816) (13,925) (13,816) (13,925) — — Total loans receivable, net $ 784,179 $ 842,341 372,489 330,897 411,690 511,444 Loans receivable, including loans held for sale (a) $ 625,800 $ 529,529 $ 411,690 $ 511,444 (a) The carrying value 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 $1,036,899 and $1,041,459 as of March 31, 2022 and December 31, 2021, respectively. Loans with a carrying value of approximately $155,332 and $167,437 were pledged as collateral for potential borrowings as of March 31, 2022 and December 31, 2021, respectively. WebBank serviced $2,764 and $2,780 in loans for others as of March 31, 2022 and December 31, 2021, respectively. WebBank sold loans classified as loans held for sale of $3,006,100 and $2,208,754 during the three months ended March 31, 2022 and 2021, 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 $3,072,573 and $2,213,886, respectively. The increase in sold loans classified as held for sale as of March 31, 2022 reflects decreased lending during the prior period, March 31, 2021, related to the COVID-19 pandemic. Allowance for Loan Losses The ALLL represents an estimate of probable and estimable losses inherent in the loan portfolio as of the balance sheet date. Losses are charged to the ALLL when incurred. Generally, commercial loans are charged off or charged down when they are determined to be uncollectible in whole or in part. Consumer term loans are charged off at 120 days past due and open-end consumer and small and medium business loans are charged off at 180 days past due unless the loan is well secured and in the process of collection. The amount of the ALLL is established by analyzing the portfolio at least quarterly, and a provision for or reduction of loan losses is recorded so that the ALLL is at an appropriate level at the balance sheet date. The methodologies used to estimate the ALLL depend upon the impairment status and portfolio segment of the loan. Loan groupings are created for each loan class and are then graded against historical and industry loss rates. After applying historic loss experience, the quantitatively derived level of ALLL is reviewed for each segment using qualitative criteria. Various risk factors are tracked that influence our judgment regarding the level of the ALLL across the portfolio segments. Primary qualitative factors that may be reflected in the quantitative models include: • Asset quality trends • Risk management and loan administration practices • 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 ALLL reflect changes in these factors. The magnitude of the impact of each of these factors on the qualitative assessment of the ALLL changes from quarter to quarter according to the extent these factors are already reflected in historic loss rates and according to the extent these factors diverge from one another. Also considered is the uncertainty inherent in the estimation process when evaluating the ALLL. WebBank's ALLL decreased $109, or 1%, during the three months ended March 31, 2022. WebBank continues to monitor the impact of the current economic environment, including potential future negative impacts to its loan portfolio. Changes in the ALLL are summarized as follows: 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 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total December 31, 2020 $ 22 $ 9,293 $ 17,744 $ 27,059 Charge-offs — (3,607) (3,669) (7,276) Recoveries 6 514 396 916 (Benefit) Provision (6) 1,038 (1,747) (715) March 31, 2021 $ 22 $ 7,238 $ 12,724 $ 19,984 The ALLL and outstanding loan balances according to the Company's impairment method are summarized as follows: March 31, 2022 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total Allowance for loan losses: Individually evaluated for impairment $ 9 $ 77 $ — $ 86 Collectively evaluated for impairment 16 9,244 4,470 13,730 Total $ 25 $ 9,321 $ 4,470 $ 13,816 Outstanding loan balances: Individually evaluated for impairment $ 9 $ 953 $ — $ 962 Collectively evaluated for impairment 774 729,781 66,478 797,033 Total $ 783 $ 730,734 $ 66,478 $ 797,995 December 31, 2021 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total Allowance for loan losses: Individually evaluated for impairment $ 9 $ 152 $ — $ 161 Collectively evaluated for impairment 14 9,053 4,697 13,764 Total $ 23 $ 9,205 $ 4,697 $ 13,925 Outstanding loan balances: Individually evaluated for impairment $ 9 $ 2,079 $ — $ 2,088 Collectively evaluated for impairment 654 777,457 76,067 854,178 Total $ 663 $ 779,536 $ 76,067 $ 856,266 Nonaccrual and Past Due Loans Commercial and industrial loans past due 90 days or more and still accruing interest were $4,050 and $3,037 at March 31, 2022 and December 31, 2021, respectively. Consumer loans past due 90 days or more and still accruing interest were $310 and $460 at March 31, 2022 and December 31, 2021, respectively. The Company did not have any nonaccrual loans at March 31, 2022 or December 31, 2021. Past due loans (accruing and nonaccruing) are summarized as follows: March 31, 2022 Current 30-89 Days 90+ Days Total Total Loans Recorded Nonaccrual Loans That Are Current (a) Commercial real estate loans $ 783 $ — $ — $ — $ 783 $ — $ — Commercial and industrial 721,454 5,230 4,050 9,280 730,734 4,050 — Consumer loans 64,998 1,170 310 1,480 66,478 310 — Total loans $ 787,235 $ 6,400 $ 4,360 $ 10,760 $ 797,995 $ 4,360 $ — December 31, 2021 Current 30-89 Days 90+ Days Total Total Loans Recorded Nonaccrual Loans That Are Current (a) Commercial real estate loans $ 663 $ — $ — $ — $ 663 $ — $ — Commercial and industrial 772,157 4,342 3,037 7,379 779,536 3,037 — Consumer loans 74,292 1,315 460 1,775 76,067 460 — Total loans $ 847,112 $ 5,657 $ 3,497 $ 9,154 $ 856,266 $ 3,497 $ — (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: March 31, 2022 Non - Graded Pass Special Sub- Doubtful Total Loans Commercial real estate loans $ — $ 774 $ — $ 9 $ — $ 783 Commercial and industrial 567,226 158,938 3,617 953 — 730,734 Consumer loans 66,478 — — — — 66,478 Total loans $ 633,704 $ 159,712 $ 3,617 $ 962 $ — $ 797,995 December 31, 2021 Non - Graded Pass Special Sub- Doubtful Total Loans Commercial real estate loans $ — $ 654 $ — $ 9 $ — $ 663 Commercial and industrial 308,443 465,333 3,681 2,079 — 779,536 Consumer loans 76,067 — — — — 76,067 Total loans $ 384,510 $ 465,987 $ 3,681 $ 2,088 $ — $ 856,266 Impaired Loans Loans are considered impaired when, based on current information and events, it is probable that WebBank will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement, including scheduled interest payments. When loans are impaired, an estimate of the amount of the balance that is impaired is made. A specific reserve is assigned to the loan based on the estimated present value of the loan's future cash flows discounted at the loan's effective interest rate, the observable market price of the loan or the fair value of the loan's underlying collateral less the cost to sell. When the impairment is based on the fair value of the loan's underlying collateral, the portion of the balance that is impaired is charged off, such that these loans do not have a specific reserve in the ALLL. Payments received on impaired loans that are accruing are recognized in interest income, in accordance with the contractual loan agreement. WebBank recognized $26 and $17 on impaired loans for the three months ended March 31, 2022 and 2021, respectively. Payments received on impaired loans that are nonaccruing are not recognized in interest income, but are applied as a reduction of the principal outstanding. Payments are recognized when cash is received. Information on impaired loans is summarized as follows: Recorded Investment March 31, 2022 Unpaid Principal With No With Total Recorded Related Average Recorded Commercial real estate loans $ 9 $ — $ 9 $ 9 $ 9 $ 9 Commercial and industrial 953 — 953 953 77 1,003 Total loans $ 962 $ — $ 962 $ 962 $ 86 $ 1,012 Recorded Investment December 31, 2021 Unpaid Principal With No With Total Recorded Related Average Recorded Commercial real estate loans $ 9 $ — $ 9 $ 9 $ 9 $ 10 Commercial and industrial 2,079 — 2,079 2,079 152 2,468 Total loans $ 2,088 $ — $ 2,088 $ 2,088 $ 161 $ 2,478 During the three months ended March 31, 2022, 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 March 31, 2022, the total PPP loans and associated liabilities were $214,500 and $215,881, respectively, and included in Long-term loans receivable, net, and Other borrowings, respectively, in the consolidated balance sheet as of March 31, 2022. As of December 31, 2021, the total PPP loans and associated liabilities were $328,713 and $333,963, respectively, and included in Long-term loans receivable, net, and Other borrowings, respectively, in the consolidated balance sheet as of December 31, 2021. Upon borrower forgiveness, the SBA pays WebBank for the principal and accrued interest owed on the loan. The Bank has received forgiveness payments from the SBA and received payments from borrowers of $114,843 during the three months ended March 31, 2022. The Company is offering loan modifications to assist borrowers during the COVID-19 pandemic. The CARES Act along with the interagency 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 March 31, 2022, the Company had granted loan modifications on $5,485 of loans. The loan modification program is ongoing and additional loans continue to be granted modifications. The Company granted approximately $6,169 short–term deferments on loan balances of $5,485, which represent 0.69% of total loan balances as of March 31, 2022. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | INVENTORIES, NET A summary of Inventories, net is as follows: March 31, 2022 December 31, 2021 Finished products $ 54,993 $ 48,801 In-process 42,429 37,024 Raw materials 61,196 62,207 Fine and fabricated precious metal in various stages of completion 40,230 37,707 198,848 185,739 LIFO reserve (1,859) (1,468) Total $ 196,989 $ 184,271 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 March 31, 2022 and December 31, 2021, the Company had approximately $32,105 and $30,751, 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. The Company continues to monitor the impact of COVID-19 on our customers and our inventory levels and related reserves. March 31, 2022 December 31, 2021 Supplemental inventory information: Precious metals stated at LIFO cost $ 3,767 $ 3,409 Precious metals stated under non-LIFO cost methods, primarily at fair value $ 34,604 $ 32,830 Market value per ounce: Silver $ 25.43 $ 23.32 Gold $ 1,954.91 $ 1,827.90 Palladium $ 2,391.73 $ 1,915.07 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | GOODWILL AND OTHER INTANGIBLE ASSETS, NET A summary of the change in the carrying amount of goodwill by reportable segment is as follows: Diversified Industrial Energy Financial Services Corporate and Other Total Balance as of December 31, 2021 Gross goodwill $ 180,347 $ 67,143 $ 6,515 $ 81 $ 254,086 Accumulated impairments (41,278) (64,790) — — (106,068) Net goodwill 139,069 2,353 6,515 81 148,018 Currency translation adjustments (6) — — — (6) Assets held for sale (a) (25,157) — — — (25,157) Balance as of March 31, 2022 Gross goodwill 155,184 67,143 6,515 81 228,923 Accumulated impairments (41,278) (64,790) — — (106,068) Net goodwill $ 113,906 $ 2,353 $ 6,515 $ 81 $ 122,855 (a) The SLPE business is classified as held for sale. See Note 4 - " Acquisition and Divestitures ." A summary of Other intangible assets, net is as follows: March 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 190,467 $ 125,240 $ 65,227 $ 212,589 $ 134,876 $ 77,713 Trademarks, trade names and brand names 46,576 20,491 26,085 50,477 21,516 28,961 Developed technology, patents and patent applications 32,587 21,961 10,626 32,554 21,519 11,035 Other 16,256 14,557 1,699 18,766 16,645 2,121 Total $ 285,886 $ 182,249 $ 103,637 $ 314,386 $ 194,556 $ 119,830 Trademarks with indefinite lives as of both March 31, 2022 and December 31, 2021 were $11,796 and $11,726, respectively. Amortization expense related to intangible assets was $4,264 and $4,768 for the three months ended March 31, 2022 and 2021, respectively. Based on gross carrying amounts at March 31, 2022, the Company's estimate of amortization expense for identifiable intangible assets for the years ending December 31, 2022 through 2026 is presented in the table below. Year Ending December 31, 2022 2023 2024 2025 2026 Estimated amortization expense 15,101 14,097 13,525 12,113 10,072 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS The following table summarizes the Company's long-term investments as of March 31, 2022 and December 31, 2021. Ownership % Long-Term Investments Balance March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Aerojet Rocketdyne Holdings, Inc. (a) 4.9 % 4.9 % $ 156,992 $ 184,678 Other long-term investments 1,810 1,850 Steel Connect, Inc. ("STCN") convertible notes (b) 14,474 14,841 STCN preferred stock (c) 33,858 34,255 STCN common stock 30.1 % 30.1 % 21,092 25,456 Total $ 228,226 $ 261,080 (a) Gross unrealized gains for Aerojet Rocketdyne Holdings, Inc. ("Aerojet") totaled $145,881 and $174,380 at March 31, 2022 and 2021, respectively. In December 2020, Aerojet's Board of Directors declared a one-time cash dividend of $5.00 per share (the "Pre-Closing Dividend") which was paid on March 24, 2021 to the holders of Aerojet's shares as of the close of business on March 10, 2021. During the three months ended March 31, 2021, the Company recognized the $19,740 Aerojet one-time dividend in Other income, net. (b) Represents investment in STCN convertible notes, which the Company accounts for under the fair value option with changes in fair value recognized in the Company's consolidated statements of operations. The Company entered into a convertible note with STCN ("STCN Note") on February 28, 2019, which matures on March 1, 2024. The cost basis of the STCN Note totaled $14,943 as of both March 31, 2022 and December 31, 2021. The STCN Note is convertible into shares of STCN's common stock at an initial conversion rate of 421.2655 shares of common stock per $1,000 principal amount of the STCN Note (which is equivalent to an initial conversion price of approximately $2.37 per share), subject to adjustment upon the occurrence of certain events. The STCN Note, if converted as of March 31, 2022, when combined with STCN common and preferred shares, also if converted, owned by the Company, would result in the Company having a direct interest of approximately 50.0% of STCN's outstanding shares. (c) Represents investment in shares of STCN preferred stock, which the Company accounts for under the fair value option with changes in fair value recognized in the Company's consolidated statements of operations. The investment in STCN preferred stock had a cost basis of $35,688 at March 31, 2022 and December 31, 2021. Each share of preferred stock can be converted into shares of STCN's common stock at an initial conversion price equal to $1.96 per share, subject to adjustment upon the occurrence of certain events. Loss (Income) of Associated Companies, Net of Taxes Three Months Ended March 31, 2022 2021 STCN convertible notes $ 367 $ (587) STCN preferred stock 400 (2,457) STCN common stock 3,876 (19,178) Aviat common stock (a) — (3,899) Total $ 4,643 $ (26,121) (a) During the three months ended March 31, 2021, the Company sold its remaining investment in Aviat for total proceeds of approximately $24,100. The amounts of unrealized losses for the three months ended March 31, 2022 and 2021 that relate to equity securities still held as of March 31, 2022 and 2021, respectively, are as follows: Three Months Ended 2022 2021 Net losses recognized during the period on equity securities $ (27,726) $ (23,249) Less: Net losses recognized during the period on equity securities sold during the period — (7) Unrealized losses recognized during the period on equity securities still held at the end of the period $ (27,726) $ (23,242) Equity Method Investments The Company's investments in associated companies are accounted for under the equity method of accounting using the fair value option. Associated companies are included in the Corporate and Other segment. Certain associated companies have a fiscal year end that differs from December 31. Additional information for SPLP's significant investments in associated companies is as follows: STCN is a publicly-traded holding company, whose wholly-owned subsidiary, ModusLink Corporation, serves the supply chain management market. On February 25, 2022, STCN announced the full disposition of its former wholly-owned subsidiary, IWCO Direct Holdings, Inc. (“IWCO”), to an investor group led by affiliates of Cerberus Capital Management, L.P. (“Cerberus”), IWCO’s senior secured lender. Prior to the disposition, IWCO had approximately $361,000 outstanding under its credit facility with Cerberus that was to mature in December 2022. STCN not receive any cash consideration from the Cerberus-led investor group in exchange for the disposition of IWCO. ModusLink was unaffected by the disposition of IWCO. The following summary (unaudited) statements of operations amounts are for STCN as of January 31, 2022 and 2021, and for the three months then ended, which are STCN's nearest corresponding full fiscal quarter to the Company's fiscal quarters ended March 31, 2022 and 2021, respectively. Three Months Ended 2022 2021 Summary operating results: Net revenue $ 120,638 $ 156,047 Gross profit $ 13,600 $ 35,850 (Loss) income from continuing operations $ (14,211) $ 8,681 Net loss $ (22,977) $ (2,196) 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. March 31, 2022 Amortized Cost Gross Unrealized Gains Estimated Fair Value Carrying Value Collateralized securities $ 68,583 $ 20 $ 68,603 $ 68,583 Contractual maturities within: One year to five years 60,872 Five years to ten years 6,511 After ten years 1,200 Total $ 68,583 December 31, 2021 Amortized Cost Gross Unrealized Gains Estimated Fair Value Carrying Value Collateralized securities $ 54,932 $ 225 $ 55,157 $ 54,932 Contractual maturities within: One year to five years 42,218 Five years to ten years 11,199 After ten years 1,515 Total $ 54,932 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 | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DEBTThe components of debt and a reconciliation to the carrying amount of long-term debt is presented in the table below: March 31, 2022 December 31, 2021 Short term debt: Foreign $ 482 $ 100 Short-term debt 482 100 Long-term debt: Credit Agreement 268,050 269,850 Other debt - domestic 1,046 1,071 Subtotal 269,096 270,921 Less: portion due within one year 1,046 1,071 Long-term debt 268,050 269,850 Total debt $ 269,578 $ 271,021 As of March 31, 2022 long-term debt maturities in each of the next five years as follows: Total 2022 2023 2024 2025 2026 Thereafter Long-term debt (a) $ 269,096 $ 1,046 $ — $ — $ — $ 268,050 $ — (a) As of March 31, 2022, long term debt of $1,046 is expected to mature over the following twelve months. As of March 31, 2022, 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 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 March 31, 2022, the Credit Agreement also provides for a commitment fee of 0.175% 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 March 31, 2022 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 weighted average interest rate on the Credit Agreement was 1.69% at March 31, 2022. As of March 31, 2022, letters of credit totaling $9,748 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 March 31, 2022, 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 approximately $322,000 as of March 31, 2022. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | FINANCIAL INSTRUMENTS WebBank - Economic Interests in Loans WebBank's derivative financial instruments represent on-going economic interests in loans made after they are sold. These derivatives are carried at fair value on a gross basis in Other non-current assets on the Company's consolidated balance sheets and are classified within Level 3 in the fair value hierarchy (see Note 15 - "Fair Value Measurements"). As of March 31, 2022, outstanding derivatives mature within 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 March 31, 2022, the Company had the following outstanding forward contracts with settlement dates through April 2022. There were no futures contracts outstanding as of March 31, 2022. Commodity Amount (in whole units) Notional Value Silver 67,001 ounces $ 1,685 Gold 543 ounces $ 1,056 Palladium 1,275 ounces $ 3,208 Copper 335,000 pounds $ 1,541 Tin 29 metric tons $ 1,472 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 61,423 ounces (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, the Company has determined 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) March 31, 2022 December 31, 2021 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as ASC 815 hedges Commodity contracts Accrued Liabilities $ (53) Accrued liabilities $ (53) Derivatives not designated as ASC 815 hedges Commodity contracts Other assets $ 390 Accrued liabilities $ (349) Economic interests in loans Other non-current assets $ 5,782 Other non-current assets $ 6,483 The effects of fair value hedge accounting on the consolidated statements of operations for the three months ended March 31, 2022 and 2021 are not material. The effects of derivatives not designated as ASC 815 hedging instruments on the consolidated statements of operations for the three months ended March 31, 2022 and 2021 are as follows: Derivatives Not Designated as Hedging Instruments: Location of Gain (Loss) Recognized in Income Amount of Gain (Loss) Recognized in Income Three Months Ended 2022 2021 Commodity contracts Other (expense) income, net (994) (215) Economic interests in loans Financial Services revenue 1,030 1,453 Total $ 36 $ 1,238 Financial Instruments with Off-Balance Sheet Risk WebBank is a party to financial instruments with off-balance sheet risk. In the normal course of business, these financial instruments include commitments to extend credit in the form of loans as part of WebBank's lending arrangements. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized on the consolidated balance sheets. The contractual amounts of those instruments reflect the extent of involvement WebBank has in particular classes of financial instruments. As of March 31, 2022 and December 31, 2021, WebBank's undisbursed loan commitments totaled $217,648 and $218,090, respectively. Commitments to extend credit are agreements to lend to a borrower who meets the lending criteria through one of WebBank's lending agreements, provided there is no violation of any condition established in the contract with the counterparty to the lending arrangement. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain of the commitments are expected to expire without the credit being extended, the total commitment amounts do not necessarily represent future cash requirements. WebBank evaluates each prospective borrower's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by WebBank upon extension of credit, is based on management's credit evaluation of the borrower and WebBank's counterparty. WebBank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. WebBank uses the same credit policy in making commitments and conditional obligations as it does for on balance sheet instruments. |
Pension and Other Post-Retireme
Pension and Other Post-Retirement Benefits | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 Interest cost $ 2,382 $ 1,877 Expected return on plan assets (6,336) (6,321) Amortization of actuarial loss 2,128 2,944 Total Pension (Income) Expense $ (1,826) $ (1,500) Pension (income) expense is included in Selling, general and administrative expenses in the consolidated statements of operations. During the three months ended March 31, 2022, the Company contributed $1,918 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 currently estimates it will contribute $10,400 to its pension plans during the remainder of 2022. On April 14, 2022, the Company contributed $1,918 to its pension plans. |
Capital and Accumulated Other C
Capital and Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital and Accumulated Other Comprehensive Loss | CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSSAs of March 31, 2022, the Company had 20,712,071 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 7,639,870 of the Company's common units ("Repurchase Program"). 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 268,623 common units for an aggregate purchase price of $10,418 for the three months ended March 31, 2022. Since the inception of the Repurchase Program the Company has purchased 6,520,868 common units for an aggregate price of approximately $109,802. As of March 31, 2022, there remained 1,119,002 common units that may yet be purchased under the Repurchase Program. Incentive Award Plan The Company's 2018 Incentive Award Plan ("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 5,000 restricted LP Units under the Second A&R 2018 Plan through the three months ended March 31, 2022. Such restricted LP Units were valued based upon the market value of the Company's LP Units on the date of grant, and collectively represent approximately $215 of unearned compensation that will be recognized as expense ratably over the vesting period of the units. The grant has a graded vesting period over three years from the date of grant. Preferred Units The Company's 6.0% Series A preferred units, no par value ("SPLP Preferred Units") entitle the holders to a cumulative quarterly cash or in-kind (or a combination thereof) distribution. The Company declared cash distributions of approximately $2,408 to preferred unitholders for both the three months ended March 31, 2022 and 2021, 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 sheets because they have an unconditional obligation to be redeemed for cash or by issuing a variable number of SPLP common units for a monetary value that is fixed and known at inception. Because the SPLP Preferred Units are classified as liabilities, distributions thereon are recorded as a component of Interest expense in the Company's consolidated statements of operations. As of March 31, 2022 and December 31, 2021, there were 6,422,128 SPLP Preferred Units outstanding. On May 5, 2022 , the Board of SPH GP declared a regular quarterly cash distribution of $0.375 per unit, payable June 15, 2022 , to unitholders of record as of June 1, 2022 , 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, 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) Unrealized loss on available-for-sale securities Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2020 $ (274) $ (12,828) $ (159,547) $ (172,649) Net other comprehensive loss attributable to common unitholders — (217) — (217) Balance at March 31, 2021 (274) (13,045) (159,547) (172,866) 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 $39.26 and was determined when the most recent award vested on December 31, 2021. 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, 2021, 1,702,059 Incentive Units vested as the Company’s volume weighted average price exceeded the then baseline equity value of $19.65, and upon vesting, were classified as Class C units. On April 13, 2022, the Company issued the 1,702,059 Class C common units to SPH SPV-I, which SPH SPV-I earned based on the Company’s performance in 2021, following the termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the subsequent receipt of approval of a supplemental listing application to the New York Stock Exchange. If March 31, 2022, were the annual measurement date, then approximately 254,000 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 March 31, 2022. 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, 2022, and therefore, more, fewer or no Incentive Units may vest for 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXESThe Company recorded an income tax provision of $7,609 and $14,594 for the three months ended March 31, 2022 and 2021, respectively. The Company's tax provision represents the income tax expense or benefit of its consolidated subsidiaries that are taxable entities. Significant differences between the statutory rate and the effective tax rate include partnership losses for which no tax benefit is recognized, tax expense related to unrealized gains and losses on investment, changes in deferred tax valuation allowances and other permanent differences. The Company's consolidated subsidiaries have recorded deferred tax valuation allowances to the extent that they believe it is more likely than not that the benefits of certain deferred tax assets will not be realized in future periods. |
Net Income Per Common Unit
Net Income Per Common Unit | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Unit | NET INCOME PER COMMON UNIT The following data was used in computing net income per common unit shown in the Company's consolidated statements of operations: Three Months Ended 2022 2021 Net income $ 4,541 $ 53,342 Net loss (income) attributable to noncontrolling interests in consolidated entities 24 (391) Net income attributable to common unitholders 4,565 52,951 Effect of dilutive securities: Interest expense from SPLP Preferred Units (a) — 3,069 Net income attributable to common unitholders – assuming dilution $ 4,565 $ 56,020 Net income per common unit – basic Net income attributable to common unitholders $ 0.21 $ 2.34 Net income per common unit – diluted Net income attributable to common unitholders $ 0.20 $ 1.60 Denominator for net income per common unit – basic 22,209,071 22,619,764 Effect of dilutive securities: Incentive Units 254,013 — Unvested restricted common units 179,932 131,391 SPLP Preferred Units — 12,178,991 Denominator for net income per common unit – diluted (b) 22,643,016 34,930,146 (a) Assumes the SPLP Preferred Units were redeemed in common units as described in Note 12 - "Capital and Accumulated Other Comprehensive Loss." (b) For the three months ended March 31, 2022 , |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021 are summarized by type of inputs applicable to the fair value measurements as follows: March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Long-term investments (a) 178,905 — 49,321 228,226 Precious metal and commodity inventories recorded at fair value 37,149 — — 37,149 Economic interests in loans (b) — — 5,782 5,782 Commodity contracts on precious metal and commodity inventories — 390 — 390 Warrants (c) — — 7,633 7,633 Total $ 216,054 $ 390 $ 62,736 $ 279,180 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 53 $ — $ 53 Other precious metal liabilities 33,241 — — 33,241 Total $ 33,241 $ 53 $ — $ 33,294 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Long-term investments (a) $ 210,995 $ — $ 50,085 $ 261,080 Precious metal and commodity inventories recorded at fair value 35,438 — — 35,438 Economic interests in loans (b) — — 6,483 6,483 Warrants (c) — — 6,929 6,929 Total $ 246,433 $ — $ 63,497 $ 309,930 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 402 $ — $ 402 Other precious metal liabilities 31,725 — — 31,725 Total $ 31,725 $ 402 $ — $ 32,127 (a) For additional detail of the long-term investments see Note 8 - "Investments." (b) For additional detail of the economic interests in loans see Note 10 – “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 months ended March 31, 2022. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. Fair value measurements are broken down into three levels based on the reliability of inputs as follows: Level 1 inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date ("Level 1"). Level 2 inputs may include quoted prices in active markets for similar assets or liabilities, quoted prices in a market that is not active for identical assets or liabilities, or other inputs that can be corroborated by observable market data ("Level 2"). Level 3 inputs are unobservable for the asset or liability when there is little, if any, market activity for the asset or liability. Level 3 inputs are based on the best information available and may include data developed by the Company ("Level 3"). The fair value of the Company's financial instruments, such as cash and cash equivalents, trade and other receivables and accounts payable, approximates carrying value due to the short-term maturities of these assets and liabilities. Carrying cost approximates fair value for long-term debt, which has variable interest rates. The precious metal and commodity inventories associated with the Company's fair value hedges (see Note 10 - "Financial Instruments") are reported at fair value. Fair values of these inventories are based on quoted market prices on commodity exchanges and are considered Level 1 measurements. The derivative instruments that the Company purchases in connection with its precious metal and commodity inventories, specifically commodity futures and forward contracts, are also valued at fair value. The futures contracts are Level 1 measurements since they are traded on a commodity exchange. The forward contracts are entered into with a counterparty and are considered Level 2 measurements. Following is a summary of changes in financial assets measured using Level 3 inputs: Long Term Investments Economic Interests in Loans Warrants Total Balance as of December 31, 2021 $ 50,085 $ 6,483 $ 6,929 $ 63,497 Sales and cash collections — (1,731) — (1,731) Realized gains — 1,030 704 1,734 Unrealized losses (764) — — (764) Balance as of March 31, 2022 $ 49,321 $ 5,782 $ 7,633 $ 62,736 Balance as of December 31, 2020 $ 48,434 $ 11,599 $ 2,618 $ 62,651 Sales and cash collections — (2,510) (536) (3,046) Realized gains — 1,453 2,878 4,331 Unrealized gains 3,062 — — 3,062 Balance as of March 31, 2021 $ 51,496 $ 10,542 $ 4,960 $ 66,998 (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 estimates the value of its investments in STCN preferred stock and the STCN Note using a Binomial Lattice Model and Monte Carlo simulation. Key inputs in these valuations include the trading price and volatility of STCN's common stock, the risk-free rate of return, as well as the dividend rate, conversion price, redemption date of the preferred stock and the maturity date of the STCN Note. Marketable Securities and Other - Valuation Techniques The Company determines the fair value of certain corporate securities and corporate obligations by incorporating and reviewing prices provided by third-party pricing services based on the specific features of the underlying securities. The 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, or economic interest in loans, held by WebBank (see Note 10 - "Financial Instruments") represent the estimated amounts that WebBank would receive or pay to terminate the contracts at the reporting date and is based on discounted cash flow analyses that consider credit, performance and prepayment. Unobservable inputs used in the discounted cash flow analyses are: a constant prepayment rate o f 6.75% to 35.95%, a constant default rate of 1.89% to 21.50% and a discount rate of 1.55% to 26.09%. Warrants were primarily valued using a market approach which leveraged recent securities transactions. 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 and calculates the fair value by estimating the after-tax cash flows attributable to an asset or liability and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the discounted cash flow analysis ("DCF") require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from analysis of peer companies and consider the industry weighted-average return on debt and equity from a market participant perspective. A market approach values a business by considering the prices at which shares of capital stock, or related underlying assets, of reasonably comparable companies are trading in the public market or the transaction price at which similar companies have been acquired. If comparable companies are not available, the market approach is not used. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Environmental and Litigation Matters Certain of the Company's subsidiaries have been designated as potentially responsible parties ("PRPs") by federal and state agencies with respect to certain sites with which they may have had direct or indirect involvement and as defendants in certain litigation matters. Most such legal proceedings and environmental investigations involve unspecified amounts of potential damage claims or awards, are in an initial procedural phase, involve significant uncertainty as to the outcome or involve significant factual issues that need to be resolved, such that it is not possible for the Company to estimate a range of possible loss. For matters that have progressed sufficiently through the investigative process such that the Company is able to reasonably estimate a range of possible loss, an estimated range of possible loss is provided, in excess of the accrued liability (if any) for such matters. Any estimated range is or will be based on currently available information and involves elements of judgment and significant uncertainties. Any estimated range of possible loss may not represent the Company's maximum possible loss exposure. The circumstances of such legal proceedings and environmental investigations will change from time to time, and actual results may vary significantly from the current estimate. For current proceedings not specifically reported below, management does not anticipate that the liabilities, if any, arising from such proceedings would have a material effect on the financial position, liquidity or results of operations of the Company. The environmental claims are in various stages of administrative or judicial proceedings and include demands for recovery of past governmental costs, and for future investigations and remedial actions. In many cases, the dollar amounts of the claims have not been specified and, with respect to a number of the PRP claims, have been asserted against a number of other entities for the same cost recovery or other relief as was asserted against certain of the Company's subsidiaries. The Company accrues costs associated with environmental and litigation matters on an undiscounted basis, when they become probable and reasonably estimable. As of March 31, 2022, on a consolidated basis, the Company recorded liabilities of $10,095 and $23,874 in Accrued liabilities and Other non-current liabilities, respectively, on the consolidated balance sheet. As of December 31, 2021, on a consolidated basis, the Company recorded liabilities of $2,043 and $23,801 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. In addition, the Company has insurance coverage available for several of these matters and believes that excess insurance coverage may be available as well. Estimates of the Company's liability for remediation of a particular site and the method and ultimate cost of remediation require a number of assumptions that are inherently difficult to make, and the ultimate outcome may be materially different from current estimates. Environmental Matters Certain subsidiaries of the Company have existing and contingent liabilities relating to environmental matters, including costs of remediation, capital expenditures, and potential fines and penalties relating to possible violations of national and state environmental laws. Those subsidiaries have remediation expenses on an ongoing basis, although such costs are continually being readjusted based upon the emergence of new findings, techniques and alternative 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 to start in 2021, 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 $14,000 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 $1,000 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 $2,800 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 and are commencing confidential mediation. The Company has joint and several liability for this potential loss. Based on currently known information, the Company has recorded a net liability of approximately $1,750, which is the Company's best estimate within the range of potential losses. The Company intends to assert all legal and procedural defenses available. 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. 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 Camden, New Jersey and at its former subsidiary, SGL Printed Circuits in Wayne, New Jersey. At the Pennsauken Site, in 2013, SLI entered into a consent decree with both the U.S. Department of Justice and the U.S. Environmental Protection Agency ("EPA") and has since completed the remediation required by the consent decree and has paid the EPA a fixed sum for its past oversight costs. Separate from the consent decree, in December 2012, the NJDEP made a settlement demand of $1,800 for past and future cleanup and removal costs and natural resource damages ("NRD"). To avoid the time and expense of litigating the matter, SLI offered to pay approximately $300 to fully resolve the claim presented by the State. SLI's settlement offer was rejected. On December 6, 2018, the State filed a complaint against SLI related to its operations at the Pennsauken Site. The State is seeking treble damages and attorneys' fees, NRD for loss of use of groundwater, as well as a request for relief that SLI pay all cleanup and removal costs that the State has incurred and will incur at the Pennsauken Site. SLI has informed the State that it is willing to mediate, and the State is attempting to receive authorization to mediate. The State's most recent demand for all costs, including NRD, was for $11,500. On August 21, 2019, SLI responded with a $1,070 settlement offer. The Company has a reserve of $1,070, which is our best estimate within the range of potential losses. 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 a groundwater contamination in 2003 from the SurfTech site located in Camden, New Jersey. Substantial investigation and remediation work have been completed under the direction of the licensed site remediation professional ("LSRP") for the site. Additional soil excavation and chemical treatment is expected to start in the first half of 2022. Post-remediation groundwater monitoring will be conducted, and a full-scale groundwater bioremediation is expected to be implemented following completion of soil excavation. A reserve of $2,800 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 Sciabacucchi v. DeMarco . On December 8, 2017, a stockholder class action, captioned Sciabacucchi v. DeMarco, et al., was filed in the Court of Chancery of the State of Delaware (the "Chancery Court") by a purported former stockholder of Handy & Harman Ltd. ("HNH") challenging the Company's acquisition, through a subsidiary, of all of the outstanding shares of common stock of HNH not already owned by the Company or any of its affiliates. The action named as defendants the former members of the HNH board of directors, the Company and SPH GP, and alleged, among other things, that the defendants breached their fiduciary duties to the former public stockholders of HNH in connection with the aforementioned acquisition. The complaint sought, among other relief, unspecified monetary damages, attorneys' fees and costs. On July 9, 2019, the Company entered into a settlement of the case, solely to avoid the substantial burden, expense, inconvenience and distraction of continued litigation and to resolve each of the plaintiff's claims against the defendant parties. In the settlement, the defendants agreed to pay the plaintiff class $30,000, but denied that they engaged in any wrongdoing or committed any violation of law or breach of duty and stated that they believe they acted properly, in good faith, and in a manner consistent with their legal duties. The settlement was approved by the Chancery Court on December 2, 2019. Our insurance carriers agreed to contribute an aggregate of $17,500 toward the settlement amount. The Company recorded a charge of $12,500 in Selling, general and administrative expenses in the consolidated statement of operations for the fiscal year ended December 31, 2019, which consisted of the legal settlement of $30,000, reduced by the $17,500 of insurance recoveries. The settlement was paid on December 17, 2019. The Company made a demand of an aggregate of $10,000 in further contributions from two insurance carriers. The dispute with the insurance carriers was litigated in the New York Supreme Court and the Court ruled on June 16, 2021 in the Company's favor on all issues and authorized a judgment to be entered against the insurance carriers for $11,300 plus statutory interest at 9% from June 16, 2021. On November 10, 2021, the Company entered into a settlement agreement with such carriers for approximately $11,000. The Company is party to a contingency agreement with its counsel whereby its counsel received 20% of the settlement received by the Company related to this matter. The Company received net settlement payments totaling $8,827 in November 2021. 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, together with STCN and with certain of members of 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. On August 13, 2021, the defendants and plaintiff (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 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. The surrenders and cancellations are in the following amounts: for Mr. Lichtenstein, 1,833,333 vested shares and 300,000 unvested shares; for Mr. Howard, 916,667 vested shares and 150,000 unvested shares; and for Mr. Fejes, 100,000 vested shares. The surrenders and cancellations are to be completed no later than seven calendar days following final approval of the settlement by the court and the exhaustion of any appeals therefrom or the expiration of time to appeal. Mr. Lichtenstein, Mr. Howard and Mr. Fejes surrendered the shares required under their respective Surrender Agreement and such shares were subsequently cancelled. The settlement requires court approval, and there can be no assurances that such approval will be granted. Per the Scheduling Order, a settlement hearing is currently scheduled for August 12, 2022, prior to which time the parties may file additional settlement papers. The settlement also provides that STCN shall pay the legal fees and costs of plaintiff's counsel of $2,050, subject to court approval of that payment, after STCN receives the settlement amount of $2,750 from the account described above. A subsidiary of BNS Holdings Liquidating Trust ("BNS Sub") has been named as a defendant in multiple alleged asbestos-related toxic-tort claims filed over a period beginning in 1994 through March 31, 2022. In many cases these claims involved more than 100 defendants. There remained approximately 45 pending asbestos claims as of March 31, 2022. BNS Sub believes it has significant defenses to any liability for toxic-tort claims on the merits. None of these toxic-tort claims has gone to trial and, therefore, there can be no assurance that these defenses will prevail. BNS Sub has insurance policies covering asbestos-related claims for years beginning 1974 through 1988. BNS Sub annually receives retroactive billings or credits from its insurance carriers for any increase or decrease in claims accruals as claims are filed, settled or dismissed, or as estimates of the ultimate settlement costs for the then-existing claims are revised. As of both March 31, 2022 and December 31, 2021, BNS Sub has accrued $1,465 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. Aerojet Election Contest Litigation. On January 28, 2022, SPLP delivered a letter to Aerojet Rocketdyne Holdings, Inc. ("Aerojet"), a portfolio company of SPLP, nominating a slate of director candidates, consisting of four current directors of Aerojet, including Mr. Lichtenstein (Executive Chairman of SPLP), and four other individuals (collectively, the "SPLP Slate"), for election at Aerojet's 2022 annual meeting of stockholders (the "Annual Meeting"). On February 10, 2022, Mr. Lichtenstein and three other Aerojet directors included in the SPLP Slate (the "Director Plaintiffs") filed suit in the Court of Chancery of the State of Delaware naming as Defendants Eileen P. Drake, Aerojet's CEO, and three other Aerojet directors (the "Director Defendants") seeking, among other things, declaratory and injunctive relief regarding the Director Defendants' use of Aerojet's corporate resources to disparage the Director Plaintiffs and oppose the SPLP Slate. The Director Defendants and the Director Plaintiffs comprise the entire Board of Aerojet (the "Aerojet Board") which is split four to four. On February 15, 2022, the Court granted the Director Plaintiffs' motion for a temporary restraining order subject to certain modifications and directed the parties to submit an implementing order. The parties were unable to agree and submitted competing forms of order. On February 23, 2022, the Court issued a letter opinion granting the Director Plaintiffs' proposed order and rejecting the Director Defendants' proposed order. Among other things, the Court rejected the Director Defendants' proposal to require Aerojet to fund up to $20,000 of the parties' proxy solicitation expenses. The Court also rejected the Director Defendants' proposal to require Aerojet to reimburse the parties' litigation costs for affirmative claims. Consistent with the proposal made by the Director Plaintiffs, the order entered by the Court of Chancery (the "Order") imposes the following prohibitions so long as the Aerojet Board is evenly divided regarding the election contest: • None of the Aerojet directors nor any of the Aerojet officers, employees or anyone purporting to act on Aerojet's behalf may make any public statement, issue any press release or make any disclosure on behalf of Aerojet in support of the election efforts of any candidate for election at the Annual Meeting without the prior written approval of the Aerjoet Board or a duly authorized committee; and • None of the Aerojet directors nor any of the Aerojet officers, employees or anyone purporting to act on Aerojet's behalf may use Aerojet funds or other Aerojet resources in support of the election efforts of any candidate for election at the Annual Meeting without the prior written approval of the Aerojet Board or a duly authorized committee. Separately, on February 11, 2022, the Director Defendants brought a lawsuit directly, derivatively and purportedly by Aerojet, against the Director Plaintiffs and SPH Group Holdings LLC ("SPHG Holdings"), an affiliate of SPLP, in the Delaware Court of Chancery. The Complaint alleged claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty and a violation of Aerojet's advance-notice bylaws. The Complaint also alleged, among other things, that Mr. Lichtenstein had launched a proxy contest to gain control of the Aerojet Board and that SPHG Holdings had aided and abetted his conduct. On February 25, 2022, the Court entered an order consolidating the lawsuit brought by the Director Plaintiffs with the lawsuit brought by the Director Defendants and expedited the schedule. Trial was set for May 23-25, 2022. On March 7, 2022, the Director Defendants voluntarily dismissed the direct and derivative claims they had previously asserted against the Director Plaintiffs and SPHG Holdings. On April 21, 2022, the Director Defendants filed an Answer, along with Counterclaims and a Third-Party Complaint, in response to the Director Plaintiffs’ Complaint and Supplemental Complaint. The Counterclaims and Third-Party Complaint reassert many of the same allegations asserted on February 11, 2022 and dismissed voluntarily. The Counterclaims and Third-Party Complaint assert claims against SPLP, SPHG Holdings, SPH GP and the Director Plaintiffs, as well as the other three members of the SPLP Slate (collectively the "Counterclaim Defendants"). The Counterclaims and Third-Party Complaint assert claims for breach of fiduciary duty, aiding and abetting fiduciary breaches and fraud. According to the Counterclaims, Mr. Lichtenstein, his director nominees and SPLP breached fiduciary duties by nominating a slate of directors and their failure to participate in an effort by Ms. Drake and the three directors aligned with her to oppose the nominations by SPLP. The Counterclaims and Third-Party Complaint also allege that SPLP and the three SPLP nominees who are not on the Aerojet Board aided and abetted these alleged fiduciary breaches. The fraud claim is based on the allegation that the Counterclaim Defendants failed to disclose information regarding their proxy contest to Aerojet. SPLP believes the claims brought by the Director Defendants are without merit. On April 27, 2022, SPHG Holdings and Warren Lichtenstein filed a Complaint in the United States District Court for the Central District of California naming as defendants Eileen Drake and the other members of her purported slate of directors (the "Federal Suit Defendants") that she is seeking to install on the Aerojet Board. The Federal Suit Defendants have recently filed a proxy statement with the SEC (the "Special Meeting Proxy") seeking to call a Special Meeting of Stockholders of Aerojet for the purpose of removing all the members of the Aerojet Board and replacing them with the Federal Suit Defendants. The Complaint alleges that the Special Meeting Proxy, and other materials disseminated by the Federal Suit Defendants to Aerojet stockholders, contain false and misleading statements in violation of Section 14(a) of the Exchange Act and SEC Rule 14a-9. The Complaint seeks injunctive and declaratory relief. In the ordinary course of our business, the Company is subject to other periodic lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes, employment, environmental, health and safety matters, as well as claims associated with our historical acquisitions and divestitures. There is insurance coverage available for many of the foregoing actions. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations, claims and proceedings asserted against the Company, it does not believe any currently pending legal proceeding to which it is a party will have a material adverse effect on its business, prospects, financial condition, cash flows, results of operations or liquidity. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Management Agreement with SP General Services LLC SPLP is managed by the Manager, pursuant to the terms of the Management Agreement, which receives a fee at an annual rate of 1.5% of total Partners' capital ("Management Fee"), payable on the first day of each quarter and subject to quarterly adjustment. In addition, SPLP may issue to the Manager partnership profits interests in the form of incentive units, which will be classified as Class C common units of SPLP, upon the attainment of certain specified performance goals by SPLP, which are determined as of the last day of each fiscal year (see Note 12 - "Capital and Accumulated Other Comprehensive Loss" for additional information on the incentive units). The Management Agreement is automatically renewed each December 31 for successive one-year terms unless otherwise determined at least 60 days prior to each renewal date by a majority of the Company's independent directors. The Management Fee was $2,488 and $2,006 for the three months ended March 31, 2022 and 2021, respectively. The Management Fee is included in Selling, general and administrative expenses in the Company's consolidated statements of operations. Unpaid Management Fees included in Payables to related parties on the Company's consolidated balance sheet were $288 and $49 as of March 31, 2022 and December 31, 2021, 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: legal, tax, accounting, auditing, consulting, administrative, compliance, investor relations costs related to being a public entity rendered for SPLP or SPH GP, as well as expenses incurred by the Manager and SPH GP which are reasonably necessary for the performance by the Manager of its duties and functions under the Management Agreement and certain other expenses incurred by managers, officers, employees and agents of the Manager or its affiliates on behalf of SPLP. Reimbursable expenses incurred by the Manager in connection with its provision of services under the Management Agreement were approximately $774 and $844 for the three months ended March 31, 2022 and 2021, respectively. Unpaid amounts for reimbursable expenses were approximately $1,564 and $1,673 as of March 31, 2022 and December 31, 2021, respectively, and are included in Payables to related parties on the Company's consolidated balance sheets. Corporate Services The Company's subsidiary, Steel Services Ltd ("Steel Services"), through management services agreements with its subsidiaries and portfolio companies, provides services, which include assignment of C-Level management personnel, legal, tax, accounting, treasury, consulting, auditing, administrative, compliance, environmental health and safety, human resources, marketing, investor relations, operating group management and other similar services. In addition to its servicing agreements with SPLP and its consolidated subsidiaries, which are eliminated in consolidation, Steel Services has management services agreements with other companies considered to be related parties, including J. Howard Inc., Steel Partners, Ltd. and affiliates, and STCN. In total, Steel Services currently charges approximately $4,474 annually to these companies. All amounts billed under these service agreements are classified as a reduction of Selling, general and administrative expenses. The receivable from STCN of $1,416 as of March 31, 2022, represents $891 of receivables for the management services agreement and a $525 receivable for dividends on STCN preferred stock. 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 March 31, 2022 and December 31, 2021, several related parties and consolidated subsidiaries had deposits totaling $1,111 and $1,115 at WebBank, respectively. Approximately $31 and $36 of these deposits, including interest which was not significant, have been eliminated in consolidation as of March 31, 2022 and December 31, 2021, respectively. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION SPLP operates through the following segments: Diversified Industrial, Energy, 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 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 17 - "Related Party Transactions." Steel Services charged the Diversified Industrial, Energy and Financial Services segments approximately $10,356, $1,426 and $382, respectively, for the three months ended March 31, 2022 and $7,403, $1,227 and $224, respectively, for the three months ended March 31, 2021. 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 2022 2021 Revenue: Diversified Industrial $ 327,249 $ 248,489 Energy 38,317 32,086 Financial Services 40,179 33,918 Total revenue $ 405,745 $ 314,493 Income (loss) from continuing operations before interest expense and income taxes: Diversified Industrial $ 34,082 $ 27,704 Energy 3,952 2,817 Financial Services 13,927 20,449 Corporate and Other (35,287) 22,432 Income from continuing operations before interest expense and income taxes 16,674 73,402 Interest expense 4,524 5,466 Income tax provision 7,609 14,594 Net income $ 4,541 $ 53,342 Loss (income) of associated companies, net of taxes: Corporate and Other $ 4,643 $ (26,121) Total $ 4,643 $ (26,121) Segment depreciation and amortization: Diversified Industrial $ 11,361 $ 11,972 Energy 2,521 2,994 Financial Services 128 124 Corporate and Other 153 39 Total depreciation and amortization $ 14,163 $ 15,129 |
Regulatory Matters
Regulatory Matters | 3 Months Ended |
Mar. 31, 2022 | |
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 raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% (which, with the capital conservation buffer, effectively results in a minimum Tier 1 capital ratio of 8.5% 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 March 31, 2022 Total Capital (to risk-weighted assets) $ 264,964 23.90 % $ 88,527 8.00 % $ 116,191 10.50 % $ 110,658 10.00 % Tier 1 Capital (to risk-weighted assets) $ 251,148 22.70 % $ 66,395 6.00 % $ 94,060 8.50 % $ 88,527 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 251,148 22.70 % $ 49,796 4.50 % $ 77,461 7.00 % $ 71,928 6.50 % Tier 1 Capital (to average assets) $ 251,148 22.10 % $ 45,412 4.00 % n/a n/a $ 56,764 5.00 % As of December 31, 2021 Total Capital (to risk-weighted assets) $ 257,262 27.10 % $ 75,907 8.00 % $ 99,628 10.50 % $ 94,884 10.00 % Tier 1 Capital (to risk-weighted assets) $ 245,377 25.90 % $ 56,930 6.00 % $ 80,651 8.50 % $ 75,907 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 245,377 25.90 % $ 42,698 4.50 % $ 66,419 7.00 % $ 61,674 6.50 % Tier 1 Capital (to average assets) $ 245,377 26.80 % $ 36,687 4.00 % n/a n/a $ 45,859 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. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION A summary of supplemental cash flow information for the three months ended March 31, 2022 and 2021 is presented in the following table: Three Months Ended March 31, 2022 2021 Cash paid during the period for: Interest $ 4,649 $ 4,265 Taxes $ 791 $ 1,106 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Investment in Nonconsolidated Affiliate On April 1, 2022, the Company acquired an interest in PCS-Mosaic Co-Invest L.P., a private investment fund for a purchase price of approximately $24,000. The fund is primarily invested in specialized software development and training services. The Company expects to account for the investment as an equity method investment as the Company does not have a controlling financial interest. Dutch Offer of SPLP Common Units On April 7, 2022 SPLP, through its wholly owned subsidiary Steel Excel, Inc. (“Steel Excel”) announced that its Board of Directors authorized a modified “Dutch Auction” tender offer (the “Offer”) to purchase for cash up to $100,000 in value of its common units, no par value, at a price per unit of not less than $40.00 nor greater than $42.00 per unit. The closing price of SPLP’s common units on April 6, 2022 was $40.54. The Company commenced the Offer on April 7, 2022 and after being extended expects the Offer will expire at Midnight (at the end of the Day), Eastern Time, on May 13, 2022 (as may be further extended or earlier terminated). The extension is intended to allow unitholders additional time to review the Company’s first quarter results, which are expected to be announced on May 5, 2022. All units accepted in the Offer will be purchased at the same price per unit even if a unitholder tendered at a lower price. In addition, SPLP reserves the right in the Offer to purchase up to an additional 2% of its common units outstanding. SPLP intends to fund the Offer with cash on hand and borrowings under the Credit Agreement. Disposition of SLPE On April 25, 2022, the Company closed the transaction for the sale of its subsidiary, SLPE, to AEI US Subsidiary LLC, a subsidiary of Advanced Energy Industries, Inc. The transaction occurred pursuant to a Stock Purchase Agreement entered into on April 1, 2022 by and among SL Delaware Holdings, Inc., a subsidiary of the Company, as Seller; AEI US Subsidiary LLC, as Purchaser; SLPE; and, for the limited purposes set forth in the Stock Purchase Agreement, Advanced Energy Industries, Inc. and the Company. SLPE comprised the Company’s Electrical Products business and designs, manufactures, and markets power conversion solutions for original equipment manufacturers in the medical, lighting, audio-visual, controls and industrial sectors. The total consideration for the sale was approximately $144,500, consisting entirely of cash, subject to purchase price adjustments customary for this type of transaction. |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Impact of the Ongoing Novel Coronavirus ("COVID-19") Pandemic | Impact of the Ongoing Novel Coronavirus ("COVID-19") Pandemic The ongoing COVID-19 pandemic (in particular, the emergence of new variants of the virus across the globe) has caused, and continues to cause, significant disruptions in the U.S. and global economies. For example, national and local governments in the United States and around the world continue to implement measures to prevent the spread of COVID-19 and its variants, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, quarantines, curfews, and recommendations to practice physical distancing. Such measures have restricted and continue to restrict individuals’ daily activities and curtail or cease many businesses’ normal operations. As of the date of this filing, for the period ended March 31, 2022, the Company has not experienced any significant disruptions to its businesses as compared to the same period in the prior fiscal year. The Company experienced adverse impacts to its consolidated financial results for the fiscal year ended December 31, 2020. Despite indications of economic recovery, the severity of the impact of the COVID-19 pandemic on the Company’s business in 2022 and beyond will depend on a number of uncertain factors and trends. Such factors and trends include, but are not limited to: the duration and severity of the virus and its current variants; the emergence of new variant strains; the availability and widespread use of vaccines; the impact of the global business and economic environment on liquidity and the availability of capital; and governmental actions that have been taken, or may be taken in the future, to mitigate adverse economic or other impacts or to mitigate the spread of the virus and its variants. The Company continues to monitor for any developments or updates to COVID-19 guidelines from public health and governmental authorities, as well as the protection of the health and safety of its personnel, and is continuously working to ensure that its health and safety protocols, business continuity plans and crisis management protocols are in place to help mitigate any negative impacts of the COVID-19 pandemic on the Company’s employees, business or operations. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements as of March 31, 2022 and for the three-month periods ended March 31, 2022 and 2021, which have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods, include the accounts of the Company and its consolidated subsidiaries. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been reflected herein. The results of operations for the three months ended March 31, 2022 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, 2021 (“Annual Report” or “Form 10-K”), from which the consolidated balance sheet as of December 31, 2021 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. For ease of presentation, the quarterly financial statements included herein are described as ending on the last day of the calendar quarter. |
Accounting Standards Not Yet Effective | Held for Sale As of March 31, 2022, the Company classified certain assets and liabilities as held for sale in our consolidated balance sheet, related to the divestiture of SL Power Electronics Corporation ("SLPE"), a subsidiary in the Diversified Industrial segment. For more information, see Note 4 - "Acquisition and Divestitures" and Note 21, - “Subsequent Events” below, and “Significant Developments—Disposition of SPLE” under Part I. Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part I of this Form 10-Q. Accounting Standards Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief. ASU 2019-05 provides entities with an option to irrevocably elect the fair value option, applied on an instrument-by-instrument basis for eligible instruments, that are within the scope of Subtopic 326-20, upon the adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. The new standards were to be effective for the Company's 2020 fiscal year. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates . This new standard amended the effective date of Topic 326 for smaller reporting companies until January 1, 2023. A company's determination about whether it is eligible to be a smaller reporting company is based on its most recent determination as of November 15, 2019, in accordance with SEC regulations. As of this date, the Company met the SEC definition of a smaller reporting company. Therefore, the Company will adopt Topic 326 beginning January 1, 2023. The Company is currently evaluating the potential impact of this new guidance; however, it expects that it could have a significant impact on the Company's allowance for loan losses ("ALLL"). |
Disaggregation of Revenues | Disaggregation of Revenues Revenues are disaggregated at the Company's segment level since the segment categories depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. For additional details related to the Company's reportable segments, see Note 18 - "Segment Information." |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 United States $ 384,270 $ 295,868 Foreign 21,475 18,625 Total revenue $ 405,745 $ 314,493 |
Contract with Customer Liability | Contract Liabilities Balance at December 31, 2021 $ 3,396 Deferral of revenue 431 Recognition of unearned revenue (617) Balance at March 31, 2022 $ 3,210 Balance at December 31, 2020 $ 7,707 Deferral of revenue 6,044 Recognition of unearned revenue (5,649) Balance at March 31, 2021 $ 8,102 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Discontinued Operations | The major classes of assets and liabilities included as held for sale related to SLPE are presented in the table below. Assets March 31, 2022 Current assets: Cash and cash equivalents $ 6,596 Trade and other receivables 12,273 Inventories, net 9,537 Prepaid expenses and other current assets 435 Total current assets 28,841 Goodwill 25,157 Other intangibles, Net 11,950 Other non-current assets 4,297 Property, plant and equipment, net 4,979 Total assets classified as held for sale $ 75,224 Liabilities Current liabilities: Accounts payable $ 8,365 Accrued liabilities 4,817 Other current liabilities 1,875 Total current liabilities 15,057 Long-term operating lease liabilities 2,961 Other non-current liabilities 376 Total liabilities classified as held for sale $ 18,394 |
Loans Receivable, Including L_2
Loans Receivable, Including Loans Held For Sale (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Trade and Other Receivables | Major classifications of Loans receivable, including loans held for sale, held by WebBank as of March 31, 2022 and December 31, 2021 are as follows: Total Current Non-current March 31, 2022 % December 31, 2021 % March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Loans held for sale $ 253,311 $ 198,632 $ 253,311 $ 198,632 $ — $ — Commercial real estate loans $ 783 — % $ 663 — % — — 783 663 Commercial and industrial 730,734 92 % 779,536 91 % 340,314 293,965 390,420 485,571 Consumer loans 66,478 8 % 76,067 9 % 45,991 50,857 20,487 25,210 Total loans 797,995 100 % 856,266 100 % 386,305 344,822 411,690 511,444 Less: Allowance for loan losses (13,816) (13,925) (13,816) (13,925) — — Total loans receivable, net $ 784,179 $ 842,341 372,489 330,897 411,690 511,444 Loans receivable, including loans held for sale (a) $ 625,800 $ 529,529 $ 411,690 $ 511,444 (a) The carrying value 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 $1,036,899 and $1,041,459 as of March 31, 2022 and December 31, 2021, respectively. |
Financing Receivable, Allowance for Credit Loss | Changes in the ALLL are summarized as follows: 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 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total December 31, 2020 $ 22 $ 9,293 $ 17,744 $ 27,059 Charge-offs — (3,607) (3,669) (7,276) Recoveries 6 514 396 916 (Benefit) Provision (6) 1,038 (1,747) (715) March 31, 2021 $ 22 $ 7,238 $ 12,724 $ 19,984 The ALLL and outstanding loan balances according to the Company's impairment method are summarized as follows: March 31, 2022 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total Allowance for loan losses: Individually evaluated for impairment $ 9 $ 77 $ — $ 86 Collectively evaluated for impairment 16 9,244 4,470 13,730 Total $ 25 $ 9,321 $ 4,470 $ 13,816 Outstanding loan balances: Individually evaluated for impairment $ 9 $ 953 $ — $ 962 Collectively evaluated for impairment 774 729,781 66,478 797,033 Total $ 783 $ 730,734 $ 66,478 $ 797,995 December 31, 2021 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total Allowance for loan losses: Individually evaluated for impairment $ 9 $ 152 $ — $ 161 Collectively evaluated for impairment 14 9,053 4,697 13,764 Total $ 23 $ 9,205 $ 4,697 $ 13,925 Outstanding loan balances: Individually evaluated for impairment $ 9 $ 2,079 $ — $ 2,088 Collectively evaluated for impairment 654 777,457 76,067 854,178 Total $ 663 $ 779,536 $ 76,067 $ 856,266 |
Financing Receivable, Past Due | Past due loans (accruing and nonaccruing) are summarized as follows: March 31, 2022 Current 30-89 Days 90+ Days Total Total Loans Recorded Nonaccrual Loans That Are Current (a) Commercial real estate loans $ 783 $ — $ — $ — $ 783 $ — $ — Commercial and industrial 721,454 5,230 4,050 9,280 730,734 4,050 — Consumer loans 64,998 1,170 310 1,480 66,478 310 — Total loans $ 787,235 $ 6,400 $ 4,360 $ 10,760 $ 797,995 $ 4,360 $ — December 31, 2021 Current 30-89 Days 90+ Days Total Total Loans Recorded Nonaccrual Loans That Are Current (a) Commercial real estate loans $ 663 $ — $ — $ — $ 663 $ — $ — Commercial and industrial 772,157 4,342 3,037 7,379 779,536 3,037 — Consumer loans 74,292 1,315 460 1,775 76,067 460 — Total loans $ 847,112 $ 5,657 $ 3,497 $ 9,154 $ 856,266 $ 3,497 $ — (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: March 31, 2022 Non - Graded Pass Special Sub- Doubtful Total Loans Commercial real estate loans $ — $ 774 $ — $ 9 $ — $ 783 Commercial and industrial 567,226 158,938 3,617 953 — 730,734 Consumer loans 66,478 — — — — 66,478 Total loans $ 633,704 $ 159,712 $ 3,617 $ 962 $ — $ 797,995 December 31, 2021 Non - Graded Pass Special Sub- Doubtful Total Loans Commercial real estate loans $ — $ 654 $ — $ 9 $ — $ 663 Commercial and industrial 308,443 465,333 3,681 2,079 — 779,536 Consumer loans 76,067 — — — — 76,067 Total loans $ 384,510 $ 465,987 $ 3,681 $ 2,088 $ — $ 856,266 |
Impaired Financing Receivables | Information on impaired loans is summarized as follows: Recorded Investment March 31, 2022 Unpaid Principal With No With Total Recorded Related Average Recorded Commercial real estate loans $ 9 $ — $ 9 $ 9 $ 9 $ 9 Commercial and industrial 953 — 953 953 77 1,003 Total loans $ 962 $ — $ 962 $ 962 $ 86 $ 1,012 Recorded Investment December 31, 2021 Unpaid Principal With No With Total Recorded Related Average Recorded Commercial real estate loans $ 9 $ — $ 9 $ 9 $ 9 $ 10 Commercial and industrial 2,079 — 2,079 2,079 152 2,468 Total loans $ 2,088 $ — $ 2,088 $ 2,088 $ 161 $ 2,478 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | A summary of Inventories, net is as follows: March 31, 2022 December 31, 2021 Finished products $ 54,993 $ 48,801 In-process 42,429 37,024 Raw materials 61,196 62,207 Fine and fabricated precious metal in various stages of completion 40,230 37,707 198,848 185,739 LIFO reserve (1,859) (1,468) Total $ 196,989 $ 184,271 |
Inventory Supplemental Disclosure | March 31, 2022 December 31, 2021 Supplemental inventory information: Precious metals stated at LIFO cost $ 3,767 $ 3,409 Precious metals stated under non-LIFO cost methods, primarily at fair value $ 34,604 $ 32,830 Market value per ounce: Silver $ 25.43 $ 23.32 Gold $ 1,954.91 $ 1,827.90 Palladium $ 2,391.73 $ 1,915.07 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 Corporate and Other Total Balance as of December 31, 2021 Gross goodwill $ 180,347 $ 67,143 $ 6,515 $ 81 $ 254,086 Accumulated impairments (41,278) (64,790) — — (106,068) Net goodwill 139,069 2,353 6,515 81 148,018 Currency translation adjustments (6) — — — (6) Assets held for sale (a) (25,157) — — — (25,157) Balance as of March 31, 2022 Gross goodwill 155,184 67,143 6,515 81 228,923 Accumulated impairments (41,278) (64,790) — — (106,068) Net goodwill $ 113,906 $ 2,353 $ 6,515 $ 81 $ 122,855 (a) The SLPE business is classified as held for sale. See Note 4 - " Acquisition and Divestitures ." |
Summary of Intangible Assets | A summary of Other intangible assets, net is as follows: March 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 190,467 $ 125,240 $ 65,227 $ 212,589 $ 134,876 $ 77,713 Trademarks, trade names and brand names 46,576 20,491 26,085 50,477 21,516 28,961 Developed technology, patents and patent applications 32,587 21,961 10,626 32,554 21,519 11,035 Other 16,256 14,557 1,699 18,766 16,645 2,121 Total $ 285,886 $ 182,249 $ 103,637 $ 314,386 $ 194,556 $ 119,830 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Based on gross carrying amounts at March 31, 2022, the Company's estimate of amortization expense for identifiable intangible assets for the years ending December 31, 2022 through 2026 is presented in the table below. Year Ending December 31, 2022 2023 2024 2025 2026 Estimated amortization expense 15,101 14,097 13,525 12,113 10,072 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021. Ownership % Long-Term Investments Balance March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Aerojet Rocketdyne Holdings, Inc. (a) 4.9 % 4.9 % $ 156,992 $ 184,678 Other long-term investments 1,810 1,850 Steel Connect, Inc. ("STCN") convertible notes (b) 14,474 14,841 STCN preferred stock (c) 33,858 34,255 STCN common stock 30.1 % 30.1 % 21,092 25,456 Total $ 228,226 $ 261,080 (a) Gross unrealized gains for Aerojet Rocketdyne Holdings, Inc. ("Aerojet") totaled $145,881 and $174,380 at March 31, 2022 and 2021, respectively. In December 2020, Aerojet's Board of Directors declared a one-time cash dividend of $5.00 per share (the "Pre-Closing Dividend") which was paid on March 24, 2021 to the holders of Aerojet's shares as of the close of business on March 10, 2021. During the three months ended March 31, 2021, the Company recognized the $19,740 Aerojet one-time dividend in Other income, net. (b) Represents investment in STCN convertible notes, which the Company accounts for under the fair value option with changes in fair value recognized in the Company's consolidated statements of operations. The Company entered into a convertible note with STCN ("STCN Note") on February 28, 2019, which matures on March 1, 2024. The cost basis of the STCN Note totaled $14,943 as of both March 31, 2022 and December 31, 2021. The STCN Note is convertible into shares of STCN's common stock at an initial conversion rate of 421.2655 shares of common stock per $1,000 principal amount of the STCN Note (which is equivalent to an initial conversion price of approximately $2.37 per share), subject to adjustment upon the occurrence of certain events. The STCN Note, if converted as of March 31, 2022, when combined with STCN common and preferred shares, also if converted, owned by the Company, would result in the Company having a direct interest of approximately 50.0% of STCN's outstanding shares. (c) Represents investment in shares of STCN preferred stock, which the Company accounts for under the fair value option with changes in fair value recognized in the Company's consolidated statements of operations. The investment in STCN preferred stock had a cost basis of $35,688 at March 31, 2022 and December 31, 2021. Each share of preferred stock can be converted into shares of STCN's common stock at an initial conversion price equal to $1.96 per share, subject to adjustment upon the occurrence of certain events. Loss (Income) of Associated Companies, Net of Taxes Three Months Ended March 31, 2022 2021 STCN convertible notes $ 367 $ (587) STCN preferred stock 400 (2,457) STCN common stock 3,876 (19,178) Aviat common stock (a) — (3,899) Total $ 4,643 $ (26,121) (a) During the three months ended March 31, 2021, the Company sold its remaining investment in Aviat for total proceeds of approximately $24,100. |
Unrealized Gain (Loss) on Investments | The amounts of unrealized losses for the three months ended March 31, 2022 and 2021 that relate to equity securities still held as of March 31, 2022 and 2021, respectively, are as follows: Three Months Ended 2022 2021 Net losses recognized during the period on equity securities $ (27,726) $ (23,249) Less: Net losses recognized during the period on equity securities sold during the period — (7) Unrealized losses recognized during the period on equity securities still held at the end of the period $ (27,726) $ (23,242) |
Schedule of Additional Disclosures of Associated Companies | The following summary (unaudited) statements of operations amounts are for STCN as of January 31, 2022 and 2021, and for the three months then ended, which are STCN's nearest corresponding full fiscal quarter to the Company's fiscal quarters ended March 31, 2022 and 2021, respectively. Three Months Ended 2022 2021 Summary operating results: Net revenue $ 120,638 $ 156,047 Gross profit $ 13,600 $ 35,850 (Loss) income from continuing operations $ (14,211) $ 8,681 Net loss $ (22,977) $ (2,196) |
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. March 31, 2022 Amortized Cost Gross Unrealized Gains Estimated Fair Value Carrying Value Collateralized securities $ 68,583 $ 20 $ 68,603 $ 68,583 Contractual maturities within: One year to five years 60,872 Five years to ten years 6,511 After ten years 1,200 Total $ 68,583 December 31, 2021 Amortized Cost Gross Unrealized Gains Estimated Fair Value Carrying Value Collateralized securities $ 54,932 $ 225 $ 55,157 $ 54,932 Contractual maturities within: One year to five years 42,218 Five years to ten years 11,199 After ten years 1,515 Total $ 54,932 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 Short term debt: Foreign $ 482 $ 100 Short-term debt 482 100 Long-term debt: Credit Agreement 268,050 269,850 Other debt - domestic 1,046 1,071 Subtotal 269,096 270,921 Less: portion due within one year 1,046 1,071 Long-term debt 268,050 269,850 Total debt $ 269,578 $ 271,021 |
Schedule of Maturities of Long-term Debt | As of March 31, 2022 long-term debt maturities in each of the next five years as follows: Total 2022 2023 2024 2025 2026 Thereafter Long-term debt (a) $ 269,096 $ 1,046 $ — $ — $ — $ 268,050 $ — (a) As of March 31, 2022, long term debt of $1,046 is expected to mature over the following twelve months. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Forward or Future Contracts with Settlement Dates | As of March 31, 2022, the Company had the following outstanding forward contracts with settlement dates through April 2022. There were no futures contracts outstanding as of March 31, 2022. Commodity Amount (in whole units) Notional Value Silver 67,001 ounces $ 1,685 Gold 543 ounces $ 1,056 Palladium 1,275 ounces $ 3,208 Copper 335,000 pounds $ 1,541 Tin 29 metric tons $ 1,472 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value and carrying amount of derivative instruments on the Company's consolidated balance sheets are as follows: Fair Value of Derivative Assets (Liabilities) March 31, 2022 December 31, 2021 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as ASC 815 hedges Commodity contracts Accrued Liabilities $ (53) Accrued liabilities $ (53) Derivatives not designated as ASC 815 hedges Commodity contracts Other assets $ 390 Accrued liabilities $ (349) Economic interests in loans Other non-current assets $ 5,782 Other non-current assets $ 6,483 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The effects of derivatives not designated as ASC 815 hedging instruments on the consolidated statements of operations for the three months ended March 31, 2022 and 2021 are as follows: Derivatives Not Designated as Hedging Instruments: Location of Gain (Loss) Recognized in Income Amount of Gain (Loss) Recognized in Income Three Months Ended 2022 2021 Commodity contracts Other (expense) income, net (994) (215) Economic interests in loans Financial Services revenue 1,030 1,453 Total $ 36 $ 1,238 |
Pension and Other Post-Retire_2
Pension and Other Post-Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 Interest cost $ 2,382 $ 1,877 Expected return on plan assets (6,336) (6,321) Amortization of actuarial loss 2,128 2,944 Total Pension (Income) Expense $ (1,826) $ (1,500) |
Capital and Accumulated Other_2
Capital and Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 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) Unrealized loss on available-for-sale securities Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2020 $ (274) $ (12,828) $ (159,547) $ (172,649) Net other comprehensive loss attributable to common unitholders — (217) — (217) Balance at March 31, 2021 (274) (13,045) (159,547) (172,866) |
Net Income Per Common Unit (Tab
Net Income Per Common Unit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 Net income $ 4,541 $ 53,342 Net loss (income) attributable to noncontrolling interests in consolidated entities 24 (391) Net income attributable to common unitholders 4,565 52,951 Effect of dilutive securities: Interest expense from SPLP Preferred Units (a) — 3,069 Net income attributable to common unitholders – assuming dilution $ 4,565 $ 56,020 Net income per common unit – basic Net income attributable to common unitholders $ 0.21 $ 2.34 Net income per common unit – diluted Net income attributable to common unitholders $ 0.20 $ 1.60 Denominator for net income per common unit – basic 22,209,071 22,619,764 Effect of dilutive securities: Incentive Units 254,013 — Unvested restricted common units 179,932 131,391 SPLP Preferred Units — 12,178,991 Denominator for net income per common unit – diluted (b) 22,643,016 34,930,146 (a) Assumes the SPLP Preferred Units were redeemed in common units as described in Note 12 - "Capital and Accumulated Other Comprehensive Loss." (b) For the three months ended March 31, 2022 , |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021 are summarized by type of inputs applicable to the fair value measurements as follows: March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Long-term investments (a) 178,905 — 49,321 228,226 Precious metal and commodity inventories recorded at fair value 37,149 — — 37,149 Economic interests in loans (b) — — 5,782 5,782 Commodity contracts on precious metal and commodity inventories — 390 — 390 Warrants (c) — — 7,633 7,633 Total $ 216,054 $ 390 $ 62,736 $ 279,180 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 53 $ — $ 53 Other precious metal liabilities 33,241 — — 33,241 Total $ 33,241 $ 53 $ — $ 33,294 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Long-term investments (a) $ 210,995 $ — $ 50,085 $ 261,080 Precious metal and commodity inventories recorded at fair value 35,438 — — 35,438 Economic interests in loans (b) — — 6,483 6,483 Warrants (c) — — 6,929 6,929 Total $ 246,433 $ — $ 63,497 $ 309,930 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 402 $ — $ 402 Other precious metal liabilities 31,725 — — 31,725 Total $ 31,725 $ 402 $ — $ 32,127 (a) For additional detail of the long-term investments see Note 8 - "Investments." (b) For additional detail of the economic interests in loans see Note 10 – “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 Economic Interests in Loans Warrants Total Balance as of December 31, 2021 $ 50,085 $ 6,483 $ 6,929 $ 63,497 Sales and cash collections — (1,731) — (1,731) Realized gains — 1,030 704 1,734 Unrealized losses (764) — — (764) Balance as of March 31, 2022 $ 49,321 $ 5,782 $ 7,633 $ 62,736 Balance as of December 31, 2020 $ 48,434 $ 11,599 $ 2,618 $ 62,651 Sales and cash collections — (2,510) (536) (3,046) Realized gains — 1,453 2,878 4,331 Unrealized gains 3,062 — — 3,062 Balance as of March 31, 2021 $ 51,496 $ 10,542 $ 4,960 $ 66,998 (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. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment information is presented below: Three Months Ended 2022 2021 Revenue: Diversified Industrial $ 327,249 $ 248,489 Energy 38,317 32,086 Financial Services 40,179 33,918 Total revenue $ 405,745 $ 314,493 Income (loss) from continuing operations before interest expense and income taxes: Diversified Industrial $ 34,082 $ 27,704 Energy 3,952 2,817 Financial Services 13,927 20,449 Corporate and Other (35,287) 22,432 Income from continuing operations before interest expense and income taxes 16,674 73,402 Interest expense 4,524 5,466 Income tax provision 7,609 14,594 Net income $ 4,541 $ 53,342 Loss (income) of associated companies, net of taxes: Corporate and Other $ 4,643 $ (26,121) Total $ 4,643 $ (26,121) Segment depreciation and amortization: Diversified Industrial $ 11,361 $ 11,972 Energy 2,521 2,994 Financial Services 128 124 Corporate and Other 153 39 Total depreciation and amortization $ 14,163 $ 15,129 |
Regulatory Matters (Tables)
Regulatory Matters (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Total Capital (to risk-weighted assets) $ 264,964 23.90 % $ 88,527 8.00 % $ 116,191 10.50 % $ 110,658 10.00 % Tier 1 Capital (to risk-weighted assets) $ 251,148 22.70 % $ 66,395 6.00 % $ 94,060 8.50 % $ 88,527 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 251,148 22.70 % $ 49,796 4.50 % $ 77,461 7.00 % $ 71,928 6.50 % Tier 1 Capital (to average assets) $ 251,148 22.10 % $ 45,412 4.00 % n/a n/a $ 56,764 5.00 % As of December 31, 2021 Total Capital (to risk-weighted assets) $ 257,262 27.10 % $ 75,907 8.00 % $ 99,628 10.50 % $ 94,884 10.00 % Tier 1 Capital (to risk-weighted assets) $ 245,377 25.90 % $ 56,930 6.00 % $ 80,651 8.50 % $ 75,907 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 245,377 25.90 % $ 42,698 4.50 % $ 66,419 7.00 % $ 61,674 6.50 % Tier 1 Capital (to average assets) $ 245,377 26.80 % $ 36,687 4.00 % n/a n/a $ 45,859 5.00 % ` |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | A summary of supplemental cash flow information for the three months ended March 31, 2022 and 2021 is presented in the following table: Three Months Ended March 31, 2022 2021 Cash paid during the period for: Interest $ 4,649 $ 4,265 Taxes $ 791 $ 1,106 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 405,745 | $ 314,493 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 384,270 | 295,868 |
Foreign | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 21,475 | $ 18,625 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract asset | $ 12,619 | $ 12,014 |
Revenues - Deferred Revenue (De
Revenues - Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Contract with Customer, Liability, Current Roll Forward [Abstract] | ||
Beginning balance | $ 3,396 | $ 7,707 |
Deferral of revenue | 431 | 6,044 |
Recognition of unearned revenue | (617) | (5,649) |
Ending balance | $ 3,210 | $ 8,102 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 07, 2022 | Jan. 31, 2021 | Jan. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total revenue | $ 405,745 | $ 314,493 | ||||
Income from operations before income taxes and equity method investments | 16,793 | 41,815 | ||||
Proceeds from sale of Edge business | 0 | 16,000 | ||||
Gain on sale of Edge business | $ 0 | 8,096 | ||||
Common Stock | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Shares purchased (in shares) | $ 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 | 90.00% | |||||
iGo | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total consideration | $ 8,606 | |||||
SLPE | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total revenue | $ 65,974 | |||||
Income from operations before income taxes and equity method investments | $ 5,120 | |||||
Edge | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total revenue | 17,534 | |||||
Proceeds from sale of Edge business | $ 16,000 | |||||
Gain on sale of Edge business | $ 8,096 | |||||
Operating income | $ 1,250 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total current assets | $ 75,224 | $ 0 |
Total current liabilities | 18,394 | $ 0 |
SLPE | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 6,596 | |
Trade and other receivables | 12,273 | |
Inventories, net | 9,537 | |
Prepaid expenses and other current assets | 435 | |
Total current assets | 28,841 | |
Goodwill | 25,157 | |
Other intangibles, Net | 11,950 | |
Other non-current assets | 4,297 | |
Property, plant and equipment, net | 4,979 | |
Total assets classified as held for sale | 75,224 | |
Accounts payable | 8,365 | |
Accrued liabilities | 4,817 | |
Other current liabilities | 1,875 | |
Total current liabilities | 15,057 | |
Long-term operating lease liabilities | 2,961 | |
Other non-current liabilities | 376 | |
Total liabilities classified as held for sale | $ 18,394 |
Loans Receivable, Including L_3
Loans Receivable, Including Loans Held For Sale - Loans Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Receivable [Line Items] | ||||
Financing receivable, including loans held for sale, gross, total | $ 797,995 | $ 856,266 | ||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 100.00% | 100.00% | ||
Financing receivable, gross, current | $ 386,305 | $ 344,822 | ||
Financing receivable, gross, non-current | 411,690 | 511,444 | ||
Allowance for loan losses, total | (13,816) | (13,925) | $ (19,984) | $ (27,059) |
Allowance for loan losses, current | (13,816) | (13,925) | ||
Allowance for loan losses, non-current | 0 | 0 | ||
Total loans receivable, net | 784,179 | 842,341 | ||
Loans receivable, net, current | 372,489 | 330,897 | ||
Loans receivable, net, noncurrent | 411,690 | 511,444 | ||
Loans receivable, including loans held for sale, current | 625,800 | 529,529 | ||
Loans receivable, including loans held for sale, non-current | 411,690 | 511,444 | ||
Estimate of Fair Value Measurement | ||||
Receivable [Line Items] | ||||
Total loans receivable, net | 1,036,899 | 1,041,459 | ||
Loans held for sale | ||||
Receivable [Line Items] | ||||
Financing receivable, including loans held for sale, gross, total | 253,311 | 198,632 | ||
Financing receivable, gross, current | 253,311 | 198,632 | ||
Financing receivable, gross, non-current | 0 | 0 | ||
Commercial real estate loans | ||||
Receivable [Line Items] | ||||
Financing receivable, including loans held for sale, gross, total | $ 783 | $ 663 | ||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 0.00% | 0.00% | ||
Financing receivable, gross, current | $ 0 | $ 0 | ||
Financing receivable, gross, non-current | 783 | 663 | ||
Commercial and industrial | ||||
Receivable [Line Items] | ||||
Financing receivable, including loans held for sale, gross, total | $ 730,734 | $ 779,536 | ||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 92.00% | 91.00% | ||
Financing receivable, gross, current | $ 340,314 | $ 293,965 | ||
Financing receivable, gross, non-current | 390,420 | 485,571 | ||
Consumer loans | ||||
Receivable [Line Items] | ||||
Financing receivable, including loans held for sale, gross, total | $ 66,478 | $ 76,067 | ||
Financing receivable, ratio to total, including loans held for sale (as a percent) | 8.00% | 9.00% | ||
Financing receivable, gross, current | $ 45,991 | $ 50,857 | ||
Financing receivable, gross, non-current | 20,487 | 25,210 | ||
Allowance for loan losses, total | $ (4,470) | $ (4,697) | $ (12,724) | $ (17,744) |
Loans Receivable, Including L_4
Loans Receivable, Including Loans Held For Sale - Narrative (Details) loan in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)loan | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Receivable [Line Items] | |||
Pledged as collateral | $ 155,332 | $ 167,437 | |
Increase in loans held for sale | 3,072,573 | $ 2,213,886 | |
Amount recognized | 26 | 17 | |
Total PPP loans | 797,995 | 856,266 | |
Other borrowings | 215,881 | 333,963 | |
Liabilities Associated with PPP Loan | |||
Receivable [Line Items] | |||
Other borrowings | 215,881 | ||
Loan Modifications, COVID-19 | |||
Receivable [Line Items] | |||
Total PPP loans | $ 5,485 | ||
Short-term deferments on loan balances | loan | 6,169 | ||
Percentage of total loan balances | 0.69% | ||
Small Business Administration (SBA), CARES Act, Paycheck Protection Program | |||
Receivable [Line Items] | |||
Total PPP loans | $ 214,500 | 328,713 | |
Decrease due to forgiveness of loan | 114,843 | ||
WebBank | |||
Receivable [Line Items] | |||
Servicing asset | 2,764 | $ 2,780 | |
Proceeds from loans held for sale | 3,006,100 | $ 2,208,754 | |
Allowance for loan loss decrease | $ 109 | ||
Allowance for loan loss decrease, percentage | 1.00% |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 13,925 | $ 27,059 |
Charge-offs | (2,220) | (7,276) |
Recoveries | 829 | 916 |
(Benefit) Provision | 1,282 | (715) |
Ending balance | 13,816 | 19,984 |
Commercial real estate loans | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 23 | 22 |
Charge-offs | 0 | 0 |
Recoveries | 7 | 6 |
(Benefit) Provision | (5) | (6) |
Ending balance | 25 | 22 |
Commercial and industrial | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 9,205 | 9,293 |
Charge-offs | (947) | (3,607) |
Recoveries | 415 | 514 |
(Benefit) Provision | 648 | 1,038 |
Ending balance | 9,321 | 7,238 |
Consumer loans | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 4,697 | 17,744 |
Charge-offs | (1,273) | (3,669) |
Recoveries | 407 | 396 |
(Benefit) Provision | 639 | (1,747) |
Ending balance | $ 4,470 | $ 12,724 |
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 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Receivable [Line Items] | ||||
Allowance for loan losses, individually evaluated for impairment | $ 86 | $ 161 | ||
Allowance for loan losses, collectively evaluated for impairment | 13,730 | 13,764 | ||
Allowance for loan losses, total | 13,816 | 13,925 | $ 19,984 | $ 27,059 |
Outstanding loan balances, individually evaluated for impairment | 962 | 2,088 | ||
Outstanding loan balances, collectively evaluated for impairment | 797,033 | 854,178 | ||
Total Loans | 797,995 | 856,266 | ||
Commercial real estate loans | ||||
Receivable [Line Items] | ||||
Allowance for loan losses, individually evaluated for impairment | 9 | 9 | ||
Allowance for loan losses, collectively evaluated for impairment | 16 | 14 | ||
Allowance for loan losses, total | 25 | 23 | 22 | 22 |
Outstanding loan balances, individually evaluated for impairment | 9 | 9 | ||
Outstanding loan balances, collectively evaluated for impairment | 774 | 654 | ||
Total Loans | 783 | 663 | ||
Commercial and industrial | ||||
Receivable [Line Items] | ||||
Allowance for loan losses, individually evaluated for impairment | 77 | 152 | ||
Allowance for loan losses, collectively evaluated for impairment | 9,244 | 9,053 | ||
Allowance for loan losses, total | 9,321 | 9,205 | 7,238 | 9,293 |
Outstanding loan balances, individually evaluated for impairment | 953 | 2,079 | ||
Outstanding loan balances, collectively evaluated for impairment | 729,781 | 777,457 | ||
Total Loans | 730,734 | 779,536 | ||
Consumer loans | ||||
Receivable [Line Items] | ||||
Allowance for loan losses, individually evaluated for impairment | 0 | 0 | ||
Allowance for loan losses, collectively evaluated for impairment | 4,470 | 4,697 | ||
Allowance for loan losses, total | 4,470 | 4,697 | $ 12,724 | $ 17,744 |
Outstanding loan balances, individually evaluated for impairment | 0 | 0 | ||
Outstanding loan balances, collectively evaluated for impairment | 66,478 | 76,067 | ||
Total Loans | $ 66,478 | $ 76,067 |
Loans Receivable, Including L_7
Loans Receivable, Including Loans Held For Sale - Past Due Loans (Accruing and Nonaccruing) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Receivable [Line Items] | ||
Total Loans | $ 797,995 | $ 856,266 |
Recorded Investment In Accruing Loans 90+ Days Past Due | 4,360 | 3,497 |
Nonaccrual Loans That Are Current | 0 | 0 |
Current | ||
Receivable [Line Items] | ||
Total Loans | 787,235 | 847,112 |
30-89 Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 6,400 | 5,657 |
90+ Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 4,360 | 3,497 |
Total Past Due | ||
Receivable [Line Items] | ||
Total Loans | 10,760 | 9,154 |
Commercial real estate loans | ||
Receivable [Line Items] | ||
Total Loans | 783 | 663 |
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 | 783 | 663 |
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 | 730,734 | 779,536 |
Recorded Investment In Accruing Loans 90+ Days Past Due | 4,050 | 3,037 |
Nonaccrual Loans That Are Current | 0 | 0 |
Commercial and industrial | Current | ||
Receivable [Line Items] | ||
Total Loans | 721,454 | 772,157 |
Commercial and industrial | 30-89 Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 5,230 | 4,342 |
Commercial and industrial | 90+ Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 4,050 | 3,037 |
Commercial and industrial | Total Past Due | ||
Receivable [Line Items] | ||
Total Loans | 9,280 | 7,379 |
Consumer loans | ||
Receivable [Line Items] | ||
Total Loans | 66,478 | 76,067 |
Recorded Investment In Accruing Loans 90+ Days Past Due | 310 | 460 |
Nonaccrual Loans That Are Current | 0 | 0 |
Consumer loans | Current | ||
Receivable [Line Items] | ||
Total Loans | 64,998 | 74,292 |
Consumer loans | 30-89 Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 1,170 | 1,315 |
Consumer loans | 90+ Days Past Due | ||
Receivable [Line Items] | ||
Total Loans | 310 | 460 |
Consumer loans | Total Past Due | ||
Receivable [Line Items] | ||
Total Loans | $ 1,480 | $ 1,775 |
Loans Receivable, Including L_8
Loans Receivable, Including Loans Held For Sale - Outstanding Loans (Accruing and Nonaccruing) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Receivable [Line Items] | ||
Total loans | $ 797,995 | $ 856,266 |
Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 783 | 663 |
Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 730,734 | 779,536 |
Consumer loans | ||
Receivable [Line Items] | ||
Total loans | 66,478 | 76,067 |
Non - Graded | ||
Receivable [Line Items] | ||
Total loans | 633,704 | 384,510 |
Non - Graded | Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Non - Graded | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 567,226 | 308,443 |
Non - Graded | Consumer loans | ||
Receivable [Line Items] | ||
Total loans | 66,478 | 76,067 |
Pass | ||
Receivable [Line Items] | ||
Total loans | 159,712 | 465,987 |
Pass | Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 774 | 654 |
Pass | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 158,938 | 465,333 |
Pass | Consumer loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Special Mention | ||
Receivable [Line Items] | ||
Total loans | 3,617 | 3,681 |
Special Mention | Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Special Mention | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 3,617 | 3,681 |
Special Mention | Consumer loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Sub- standard | ||
Receivable [Line Items] | ||
Total loans | 962 | 2,088 |
Sub- standard | Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 9 | 9 |
Sub- standard | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 953 | 2,079 |
Sub- standard | Consumer loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Doubtful | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Doubtful | Commercial real estate loans | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Doubtful | Commercial and industrial | ||
Receivable [Line Items] | ||
Total loans | 0 | 0 |
Doubtful | Consumer loans | ||
Receivable [Line Items] | ||
Total loans | $ 0 | $ 0 |
Loans Receivable, Including L_9
Loans Receivable, Including Loans Held For Sale - Impaired Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Receivable [Line Items] | ||
Unpaid Principal Balance | $ 962 | $ 2,088 |
Recorded investment with no allowance | 0 | 0 |
Recorded investment with allowance | 962 | 2,088 |
Total Recorded Investment | 962 | 2,088 |
Related Allowance | 86 | 161 |
Average Recorded Investment | 1,012 | 2,478 |
Commercial real estate loans | ||
Receivable [Line Items] | ||
Unpaid Principal Balance | 9 | 9 |
Recorded investment with no allowance | 0 | 0 |
Recorded investment with allowance | 9 | 9 |
Total Recorded Investment | 9 | 9 |
Related Allowance | 9 | 9 |
Average Recorded Investment | 9 | 10 |
Commercial and industrial | ||
Receivable [Line Items] | ||
Unpaid Principal Balance | 953 | 2,079 |
Recorded investment with no allowance | 0 | 0 |
Recorded investment with allowance | 953 | 2,079 |
Total Recorded Investment | 953 | 2,079 |
Related Allowance | 77 | 152 |
Average Recorded Investment | $ 1,003 | $ 2,468 |
Inventories, Net - Summary of I
Inventories, Net - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 54,993 | $ 48,801 |
In-process | 42,429 | 37,024 |
Raw materials | 61,196 | 62,207 |
Fine and fabricated precious metal in various stages of completion | 40,230 | 37,707 |
Inventory, before LIFO reserve | 198,848 | 185,739 |
LIFO reserve | (1,859) | (1,468) |
Inventory, Net | $ 196,989 | $ 184,271 |
Inventories, Net - Narrative (D
Inventories, Net - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Bank of Nova Scotia | Consignment Agreement | Silver | ||
Inventory [Line Items] | ||
Merchandise under consignment | $ 32,105 | $ 30,751 |
Inventories, Net - Supplemental
Inventories, Net - Supplemental Inventory Information (Details) $ in Thousands | Mar. 31, 2022USD ($)$ / oz | Dec. 31, 2021USD ($)$ / oz |
Inventory Disclosure [Abstract] | ||
Precious metals stated at LIFO cost | $ | $ 3,767 | $ 3,409 |
Precious metals stated under non-LIFO cost methods, primarily at fair value | $ | $ 34,604 | $ 32,830 |
Market value per ounce, Silver (in dollars per ounce) | 25.43 | 23.32 |
Market value per ounce, Gold (in dollars per ounce) | 1,954.91 | 1,827.9 |
Market value per ounce, Palladium (in dollars per ounce) | 2,391.73 | 1,915.07 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Goodwill Reconciliation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Gross Goodwill, beginning balance | $ 254,086 |
Accumulated Impairments, beginning balance | (106,068) |
Net Goodwill, beginning balance | 148,018 |
Currency translation adjustments | (6) |
Assets held for sale | (25,157) |
Gross Goodwill, ending balance | 228,923 |
Accumulated Impairments, ending balance | (106,068) |
Net Goodwill, ending balance | 122,855 |
Diversified Industrial | |
Goodwill [Roll Forward] | |
Gross Goodwill, beginning balance | 180,347 |
Accumulated Impairments, beginning balance | (41,278) |
Net Goodwill, beginning balance | 139,069 |
Currency translation adjustments | (6) |
Assets held for sale | (25,157) |
Gross Goodwill, ending balance | 155,184 |
Accumulated Impairments, ending balance | (41,278) |
Net Goodwill, ending balance | 113,906 |
Energy | |
Goodwill [Roll Forward] | |
Gross Goodwill, beginning balance | 67,143 |
Accumulated Impairments, beginning balance | (64,790) |
Net Goodwill, beginning balance | 2,353 |
Currency translation adjustments | 0 |
Assets held for sale | 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 | 6,515 |
Accumulated Impairments, beginning balance | 0 |
Net Goodwill, beginning balance | 6,515 |
Currency translation adjustments | 0 |
Assets held for sale | 0 |
Gross Goodwill, ending balance | 6,515 |
Accumulated Impairments, ending balance | 0 |
Net Goodwill, ending balance | 6,515 |
Corporate and Other | |
Goodwill [Roll Forward] | |
Gross Goodwill, beginning balance | 81 |
Accumulated Impairments, beginning balance | 0 |
Net Goodwill, beginning balance | 81 |
Currency translation adjustments | 0 |
Assets held for sale | 0 |
Gross Goodwill, ending balance | 81 |
Accumulated Impairments, ending balance | 0 |
Net Goodwill, ending balance | $ 81 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 285,886 | $ 314,386 |
Accumulated Amortization | 182,249 | 194,556 |
Net | 103,637 | 119,830 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 190,467 | 212,589 |
Accumulated Amortization | 125,240 | 134,876 |
Net | 65,227 | 77,713 |
Trademarks, trade names and brand names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 46,576 | 50,477 |
Accumulated Amortization | 20,491 | 21,516 |
Net | 26,085 | 28,961 |
Developed technology, patents and patent applications | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32,587 | 32,554 |
Accumulated Amortization | 21,961 | 21,519 |
Net | 10,626 | 11,035 |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,256 | 18,766 |
Accumulated Amortization | 14,557 | 16,645 |
Net | $ 1,699 | $ 2,121 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Trademarks with indefinite lives | $ 11,796 | $ 11,726 | |
Amortization expense | $ 4,264 | $ 4,768 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net - Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 15,101 |
2023 | 14,097 |
2024 | 13,525 |
2025 | 12,113 |
2026 | $ 10,072 |
Investments - Long-Term Investm
Investments - Long-Term Investments (Details) $ / shares in Units, $ in Thousands | Feb. 28, 2019$ / shares | Dec. 31, 2020$ / shares | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Equity securities - U.S. | |||||
Long-Term Investments Balance | $ 228,226 | $ 261,080 | |||
Investments in Associated Companies: | |||||
Total | 4,643 | $ (26,121) | |||
One-time cash dividend declared (in dollars per share) | $ / shares | $ 5 | ||||
Aerojet Rocketdyne Holdings, Inc. | |||||
Investments in Associated Companies: | |||||
Unrealized gain (loss) | 145,881 | 174,380 | |||
Steel Connect, Inc (STCN) | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | $ 21,092 | $ 25,456 | |||
Ownership percentage | 30.10% | 30.10% | |||
Investments in Associated Companies: | |||||
Loss (Income) of Associated Companies, Net of Taxes | $ 3,876 | (19,178) | |||
Steel Connect, Inc (STCN) | Common Stock | Convertible Senior Note Due 2024 | Senior Notes | |||||
Investments in Associated Companies: | |||||
Conversion ratio | 0.4213 | ||||
Steel Connect, Inc (STCN) | Common Stock | Convertible Senior Note Due 2024 | Senior Notes | Steel Connect, Inc (STCN) | |||||
Investments in Associated Companies: | |||||
Debt conversion price (in dollars per share) | $ / shares | $ 2.37 | ||||
Ownership percentage if converted | 50.00% | ||||
Aviat Networks, Inc. (Aviat) | |||||
Investments in Associated Companies: | |||||
Loss (Income) of Associated Companies, Net of Taxes | $ 0 | (3,899) | |||
Proceeds from sale of investment | 24,100 | ||||
Preferred stock | Steel Connect, Inc (STCN) | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | 33,858 | $ 34,255 | |||
Investments in Associated Companies: | |||||
Loss (Income) of Associated Companies, Net of Taxes | (400) | 2,457 | |||
Cost | $ 35,688 | 35,688 | |||
Debt conversion price (in dollars per share) | $ / shares | $ 1.96 | ||||
Convertible notes | Steel Connect, Inc (STCN) | |||||
Investments in Associated Companies: | |||||
Cost | $ 14,943 | 14,943 | |||
Net investment (loss) gain | Aerojet Rocketdyne Holdings, Inc. | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | $ 156,992 | $ 184,678 | |||
Ownership percentage | 4.90% | 4.90% | |||
Net investment (loss) gain | Other long-term investments | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | $ 1,810 | $ 1,850 | |||
Net investment (loss) gain | Steel Connect, Inc. ("STCN") convertible notes | Steel Connect, Inc (STCN) | |||||
Equity securities - U.S. | |||||
Long-Term Investments Balance | 14,474 | $ 14,841 | |||
Investments in Associated Companies: | |||||
Loss (Income) of Associated Companies, Net of Taxes | (367) | $ 587 | |||
Other income (expense), net | |||||
Investments in Associated Companies: | |||||
One-time dividend received | $ 19,740 |
Investments - Equity Securities
Investments - Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Net losses recognized during the period on equity securities | $ (27,726) | $ (23,249) |
Less: Net losses recognized during the period on equity securities sold during the period | 0 | (7) |
Unrealized losses recognized during the period on equity securities still held at the end of the period | $ (27,726) | $ (23,242) |
Investments - Narrative (Detail
Investments - Narrative (Details) $ in Thousands | Feb. 24, 2022USD ($) |
Revolving Credit Facility | IWCO Direct Holdings, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Line of credit | $ 361,000 |
Investments - Additional Disclo
Investments - Additional Disclosures Related to Associated Company Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Summary operating results: | ||
Total revenue | $ 405,745 | $ 314,493 |
(Loss) income from continuing operations | 4,541 | 53,342 |
Net loss | 4,541 | 53,342 |
Multiple Equity Method Investments Member | ||
Summary operating results: | ||
Total revenue | 120,638 | 156,047 |
Gross profit | 13,600 | 35,850 |
(Loss) income from continuing operations | (14,211) | 8,681 |
Net loss | $ (22,977) | $ (2,196) |
Investments - Other Investments
Investments - Other Investments - Related Party (Details) - WebBank - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Held to maturity securities | $ 68,583 | $ 54,932 |
Gross Unrealized Gains | 20 | 225 |
Estimated Fair Value | 68,603 | 55,157 |
Maturities held one through five years | 60,872 | 42,218 |
Maturities between years five and ten | 6,511 | 11,199 |
Maturities, after ten years | $ 1,200 | $ 1,515 |
Debt - Long-term and Short-term
Debt - Long-term and Short-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Short-term debt | $ 482 | $ 100 |
Total | 269,096 | 270,921 |
Less: portion due within one year | 1,046 | 1,071 |
Long-term debt | 268,050 | 269,850 |
Total debt | 269,578 | 271,021 |
Loans Payable | Revolving Credit Facility | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Total | 268,050 | 269,850 |
Other debt - domestic | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Total | 1,046 | 1,071 |
Foreign | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Short-term debt | $ 482 | $ 100 |
Debt - Maturities (Details)
Debt - Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Total | $ 269,096 | $ 270,921 |
2022 | 1,046 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 268,050 | |
Thereafter | 0 | |
Current portion of long-term debt | $ 1,046 | $ 1,071 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 29, 2021USD ($) | Mar. 31, 2022USD ($) |
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 | 4.25 |
Commitment fee to be paid on unused borrowings | 0.175% | |
Leverage ratio following a material acquisition | 4.50 | |
Interest coverage ratio | 3 | |
Remaining borrowing capacity | $ 322,000,000 | |
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 | |
Line of credit | $ 9,748,000 | |
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 | 1.69% | |
Remaining borrowing capacity | $ 322,000,000 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)oz | Dec. 31, 2021USD ($) | |
Silver, Ounces, Copper Contracts | Commodity contracts | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Amount (in whole units) | oz | 61,423 | |
WebBank | ||
Derivatives, Fair Value [Line Items] | ||
Undisbursed loan commitment | $ | $ 217,648 | $ 218,090 |
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 | 3 Months Ended |
Mar. 31, 2022USD ($)ozlbT | |
Silver, Ounces | |
Derivative [Line Items] | |
Amount (in whole units) | oz | 67,001 |
Notional Value | $ 1,685 |
Gold, Ounces | |
Derivative [Line Items] | |
Amount (in whole units) | oz | 543 |
Notional Value | $ 1,056 |
Palladium, Ounces | |
Derivative [Line Items] | |
Amount (in whole units) | oz | 1,275 |
Notional Value | $ 3,208 |
Copper, Pounds | |
Derivative [Line Items] | |
Amount (in whole units) | lb | 335,000 |
Notional Value | $ 1,541 |
Tin, Metric Tons | |
Derivative [Line Items] | |
Amount (in whole units) | T | 29 |
Notional Value | $ 1,472 |
Financial Instruments - Balance
Financial Instruments - Balance Sheet Location (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Commodity contracts | Designated as Hedging Instrument | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (53) | $ (53) |
Commodity contracts | Not Designated as Hedging Instrument | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | (349) | |
Commodity contracts | Not Designated as Hedging Instrument | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 390 | |
Economic interests in loans | Not Designated as Hedging Instrument | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 5,782 | $ 6,483 |
Financial Instruments - Income
Financial Instruments - Income Statement Location (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) | $ 36 | $ 1,238 |
Commodity contracts | Other income (expense), net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) | (994) | (215) |
Economic interests in loans | Financial Services revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) | $ 1,030 | $ 1,453 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plans Disclosure [Line Items] | ||
Interest cost | $ 2,382 | $ 1,877 |
Expected return on plan assets | (6,336) | (6,321) |
Amortization of actuarial loss | 2,128 | 2,944 |
Total Pension (Income) Expense | $ (1,826) | $ (1,500) |
Pension and Other Post-Retire_4
Pension and Other Post-Retirement Benefits - Narrative (Details) - USD ($) $ in Thousands | Apr. 14, 2022 | Mar. 31, 2022 |
Defined Benefit Plan, Expected Future Employer Contributions [Abstract] | ||
Current employer contributions | $ 1,918 | |
Subsequent Event | ||
Defined Benefit Plan, Expected Future Employer Contributions [Abstract] | ||
Current employer contributions | $ 1,918 | |
Maximum | ||
Defined Benefit Plan, Expected Future Employer Contributions [Abstract] | ||
Expected employer contributions, remainder of fiscal year | $ 10,400 |
Capital and Accumulated Other_3
Capital and Accumulated Other Comprehensive Loss - Narrative (Details) $ / shares in Units, $ in Thousands | May 05, 2022$ / shares | Jun. 09, 2021shares | May 18, 2020shares | Mar. 31, 2022USD ($)day$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021$ / sharesshares | Dec. 31, 2012 | Mar. 31, 2022USD ($)$ / sharesshares | Apr. 13, 2022shares | Dec. 07, 2016shares | Jan. 02, 2012 |
Class of Stock [Line Items] | |||||||||||
Common units outstanding (in shares) | 20,712,071 | 21,018,009 | 20,712,071 | ||||||||
Units repurchased value | $ | $ 10,418 | ||||||||||
Days prior to a measurement date | day | 20 | ||||||||||
Weighted average price per share, common units (in dollars per share) | $ / shares | $ 39.26 | $ 39.26 | |||||||||
Incentive units granted, percentage of outstanding common units | 100.00% | ||||||||||
Common units issued (in shares) | 20,712,071 | 21,018,009 | 20,712,071 | ||||||||
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 | 15.00% | ||||||||||
Units vested (in shares) | 254,000 | 1,702,059 | |||||||||
Baseline equity value (in dollars per share) | $ / shares | $ 19.65 | ||||||||||
Class A | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units outstanding (in shares) | 20,712,071 | 20,712,071 | |||||||||
Common Units | |||||||||||
Class of Stock [Line Items] | |||||||||||
Authorized repurchase shares amount (in shares) | 7,639,870 | ||||||||||
Units repurchased (in shares) | 268,623 | 6,520,868 | |||||||||
Units repurchased value | $ | $ 10,418 | $ 109,802 | |||||||||
Units that may yet be purchased (in shares) | 1,119,002 | 1,119,002 | |||||||||
Series A Preferred Units | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stated interest rate | 6.00% | 6.00% | |||||||||
Preferred unit dividend | $ | $ 2,408 | $ 2,408 | |||||||||
Preferred unit term | 9 years | ||||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||
Repurchase period in force | 60 days | ||||||||||
Preferred units outstanding (in shares) | 6,422,128 | 6,422,128 | 6,422,128 | ||||||||
Class C | Subsequent Event | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common units issued (in shares) | 1,702,059 | ||||||||||
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) | 5,000 | ||||||||||
Unearned compensation | $ | $ 215 | $ 215 | |||||||||
Maximum | 2018 Incentive Award Plan | Restricted Stock Units (RSUs) | |||||||||||
Class of Stock [Line Items] | |||||||||||
Vesting period | 3 years |
Capital and Accumulated Other_4
Capital and Accumulated Other Comprehensive Loss - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | $ 669,048 | $ 539,222 |
Currency translation adjustments | (459) | (217) |
Balance at end of year | 654,225 | 592,710 |
Unrealized loss on available-for-sale debt securities | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | (92) | (274) |
Currency translation adjustments | 0 | 0 |
Balance at end of year | (92) | (274) |
Cumulative translation adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | (13,961) | (12,828) |
Currency translation adjustments | (459) | (217) |
Balance at end of year | (14,420) | (13,045) |
Change in net pension and other benefit obligations | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | (117,750) | (159,547) |
Currency translation adjustments | 0 | 0 |
Balance at end of year | (117,750) | (159,547) |
Total | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance at beginning of year | (131,803) | (172,649) |
Currency translation adjustments | (459) | (217) |
Balance at end of year | $ (132,262) | $ (172,866) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 7,609 | $ 14,594 |
Net Income Per Common Unit (Det
Net Income Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | ||
Net income | $ 4,541 | $ 53,342 |
Net loss (income) attributable to noncontrolling interests in consolidated entities | 24 | (391) |
Net (loss) income attributable to common unitholders | 4,565 | 52,951 |
Effect of dilutive securities: | ||
Interest expense form SPLP Preferred Units | 0 | 3,069 |
Net income attributable to common unitholders – assuming dilution | $ 4,565 | $ 56,020 |
Net income per common unit – basic | ||
Net income (loss) attributable to common unitholders (in dollars per share) | $ 0.21 | $ 2.34 |
Net income per common unit – diluted | ||
Net (loss) income attributable to common unitholders (in dollars per share) | $ 0.20 | $ 1.60 |
Denominator for net income (loss) per common unit - basic (in shares) | 22,209,071 | 22,619,764 |
Effect of dilutive securities: | ||
Incentive units (in shares) | 254,013 | 0 |
Unvested restricted common units (in shares) | 179,932 | 131,391 |
SPLP Preferred Units (in shares) | 0 | 12,178,991 |
Denominator for net income per common unit - diluted (in shares) | 22,643,016 | 34,930,146 |
Preferred Units | ||
Effect of dilutive securities: | ||
Antidilutive units excluded from computation of earnings per share (in shares) | 4,154,974 |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy Table (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Warrants | ||
Assets: | ||
Derivative asset total | $ 6,929 | |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Derivative asset total | $ 279,180 | 309,930 |
Liabilities: | ||
Total | 33,294 | 32,127 |
Fair Value, Measurements, Recurring | Long-term investments | ||
Assets: | ||
Derivative asset total | 228,226 | 261,080 |
Fair Value, Measurements, Recurring | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Derivative asset total | 37,149 | 35,438 |
Fair Value, Measurements, Recurring | Economic interests in loans | ||
Assets: | ||
Derivative asset total | 5,782 | 6,483 |
Fair Value, Measurements, Recurring | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Derivative asset total | 390 | |
Liabilities: | ||
Financial instruments total | 53 | 402 |
Fair Value, Measurements, Recurring | Warrants | ||
Assets: | ||
Derivative asset total | 7,633 | |
Fair Value, Measurements, Recurring | Other precious metal liabilities | ||
Liabilities: | ||
Financial instruments total | 33,241 | 31,725 |
Fair Value, Measurements, Recurring | Level 1 | ||
Assets: | ||
Derivative asset total | 216,054 | 246,433 |
Liabilities: | ||
Total | 33,241 | 31,725 |
Fair Value, Measurements, Recurring | Level 1 | Long-term investments | ||
Assets: | ||
Derivative asset total | 178,905 | 210,995 |
Fair Value, Measurements, Recurring | Level 1 | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Derivative asset total | 37,149 | 35,438 |
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 | 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 | 33,241 | 31,725 |
Fair Value, Measurements, Recurring | Level 2 | ||
Assets: | ||
Derivative asset total | 390 | 0 |
Liabilities: | ||
Total | 53 | 402 |
Fair Value, Measurements, Recurring | Level 2 | Long-term investments | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Precious metal and commodity inventories recorded at fair value | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Economic interests in loans | ||
Assets: | ||
Derivative asset total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Derivative asset total | 390 | |
Liabilities: | ||
Financial instruments total | 53 | 402 |
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 | 62,736 | 63,497 |
Liabilities: | ||
Total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Long-term investments | ||
Assets: | ||
Derivative asset total | 49,321 | 50,085 |
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 | 5,782 | 6,483 |
Fair Value, Measurements, Recurring | Level 3 | Commodity contracts on precious metal and commodity inventories | ||
Assets: | ||
Derivative asset total | 0 | |
Liabilities: | ||
Financial instruments total | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Warrants | ||
Assets: | ||
Derivative asset total | 7,633 | 6,929 |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 63,497 | $ 62,651 |
Sales and cash collections | (1,731) | (3,046) |
Realized gains | 1,734 | 4,331 |
Unrealized gains | 3,062 | |
Unrealized losses | (764) | |
Balance at end of period | 62,736 | 66,998 |
Long Term Investments | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 50,085 | 48,434 |
Sales and cash collections | 0 | 0 |
Realized gains | 0 | 0 |
Unrealized gains | 3,062 | |
Unrealized losses | (764) | |
Balance at end of period | 49,321 | 51,496 |
Economic Interest In Loans | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 6,483 | 11,599 |
Sales and cash collections | (1,731) | (2,510) |
Realized gains | 1,030 | 1,453 |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Balance at end of period | 5,782 | 10,542 |
Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 6,929 | 2,618 |
Sales and cash collections | 0 | (536) |
Realized gains | 704 | 2,878 |
Unrealized gains | 0 | |
Unrealized losses | 0 | |
Balance at end of period | $ 7,633 | $ 4,960 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Securities (Assets) | Mar. 31, 2022 |
Constant prepayment rate | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.0675 |
Constant prepayment rate | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.3595 |
Default rate | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.0189 |
Default rate | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.2150 |
Discount rate | Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.0155 |
Discount rate | Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0.2609 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Nov. 10, 2021USD ($) | Aug. 13, 2021USD ($)shares | Jun. 16, 2021USD ($) | Aug. 21, 2019USD ($) | Jul. 09, 2019USD ($) | Apr. 13, 2018USD ($) | Nov. 30, 2021USD ($) | Mar. 31, 2022USD ($)defendantclaim | Dec. 31, 2019USD ($) | Feb. 23, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2012USD ($) |
Loss Contingencies [Line Items] | ||||||||||||
Amount requested from other party | $ 11,500,000 | |||||||||||
Settlement offer | $ 1,070,000 | |||||||||||
Increase in reserve | $ 1,070,000 | |||||||||||
Insurance recoveries | $ 11,000,000 | $ 11,300,000 | 17,500,000 | |||||||||
Statutory interest rate | 9.00% | |||||||||||
Settlement received, percentage | 20.00% | |||||||||||
Estimated insurance recoveries | $ 10,000,000 | |||||||||||
Shares surrendered (in shares) | shares | 3,300,000 | |||||||||||
Steel Partners Holding LP | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Net settlement payments | $ 1,100,000 | |||||||||||
Steel Connect, Inc (STCN) | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Net settlement payments | $ 1,650,000 | |||||||||||
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 | 10,095,000 | $ 2,043,000 | ||||||||||
Other Noncurrent Liabilities | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Accrual for environmental matters | $ 23,874,000 | 23,801,000 | ||||||||||
Election Contest Litigation | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Amount requested from other party | $ 20,000,000 | |||||||||||
Handy & Harman Ltd. (HNH) | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Settlement amount | $ 30,000,000 | |||||||||||
BNS Subsidiary | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of claims, litigation matters | claim | 45,000 | |||||||||||
BNS Subsidiary | Insurance Claims | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Accrual relating to open and active claims | $ 1,465,000 | $ 1,465,000 | ||||||||||
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 | $ 14,000,000 | |||||||||||
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 | |||||||||||
Settlement charge | $ 2,050,000 | |||||||||||
Costs | Environmental and Other Matters | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Accrual for environmental matters | 1,750,000 | |||||||||||
Costs | Former Owner / Operator | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Accrual for environmental matters | $ 2,800,000 | |||||||||||
Costs | Former Owner / Operator | Environmental and Other Matters | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Ownership responsibility for site investigation and remediation costs percentage allocation | 75.00% | |||||||||||
Costs | Hhem and HandH | Steel Partners Holding LP | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Accrual for environmental matters | $ 1,000,000 | |||||||||||
Costs | Hhem and HandH | Environmental and Other Matters | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Ownership responsibility for site investigation and remediation costs percentage allocation | 25.00% | |||||||||||
Payments | $ 1,000,000 | |||||||||||
Camden | SLI | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Accrual for environmental matters | 2,800,000 | |||||||||||
Counteroffer | 300,000 | |||||||||||
Camden - Past And Future Expenses | SLI | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Damages claimed | $ 1,800,000 | |||||||||||
Wayne facility | SLI | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Accrual for environmental matters | $ 1,300,000 | |||||||||||
Selling, General and Administrative Expenses | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Net settlement payments | $ 8,827,000 | |||||||||||
Selling, General and Administrative Expenses | Handy & Harman Ltd. (HNH) | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Settlement charge | $ 12,500,000 | |||||||||||
Preferred stock | Steel Connect, Inc (STCN) | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Stock acquired | $ 35,000,000 |
Related Party Transactions - Ma
Related Party Transactions - Management Agreement (Details) - SP General Services LLC - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
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 | ||
Management Fee | |||
Related Party Transaction [Line Items] | |||
Services fees and reimbursable expenses | $ 2,488 | $ 2,006 | |
Unpaid amount for management fee | 288 | $ 49 | |
Reimbursable Expenses | |||
Related Party Transaction [Line Items] | |||
Services fees and reimbursable expenses | 774 | $ 844 | |
Deferred fees payable to related party | $ 1,564 | $ 1,673 |
Related Party Transactions - Co
Related Party Transactions - Corporate Services (Details) - Related Parties $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Related Party Transaction [Line Items] | |
Receivable from related parties | $ 1,416 |
Management Fee | |
Related Party Transaction [Line Items] | |
Services fees and reimbursable expenses | 4,474 |
Management Services Agreement | |
Related Party Transaction [Line Items] | |
Receivable from related parties | 891 |
Receivable of Interest for Notes | |
Related Party Transaction [Line Items] | |
Receivable from related parties | $ 525 |
Related Party Transactions - Ot
Related Party Transactions - Other (Details) - Related Parties - WebBank - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Deposits | $ 1,111 | $ 1,115 |
Consolidation, eliminations | ||
Related Party Transaction [Line Items] | ||
Deposits | $ 31 | $ 36 |
Segment Information - Segment D
Segment Information - Segment Description (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 405,745 | $ 314,493 |
Management Fee | Diversified Industrial | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 10,356 | 7,403 |
Management Fee | Energy | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,426 | 1,227 |
Management Fee | Financial Services | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 382 | $ 224 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue: | $ 405,745 | $ 314,493 |
Income from operations before income taxes and equity method investments | 16,793 | 41,815 |
Income from continuing operations before interest expense and income taxes | 16,674 | 73,402 |
Interest expense | 4,524 | 5,466 |
Income tax provision | 7,609 | 14,594 |
Net income | 4,541 | 53,342 |
Total | 4,643 | (26,121) |
Depreciation and amortization | 14,163 | 15,129 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Income from operations before income taxes and equity method investments | (35,287) | 22,432 |
Total | 4,643 | (26,121) |
Depreciation and amortization | 153 | 39 |
Diversified Industrial | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 327,249 | 248,489 |
Income from operations before income taxes and equity method investments | 34,082 | 27,704 |
Depreciation and amortization | 11,361 | 11,972 |
Energy | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 38,317 | 32,086 |
Income from operations before income taxes and equity method investments | 3,952 | 2,817 |
Depreciation and amortization | 2,521 | 2,994 |
Financial Services | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue: | 40,179 | 33,918 |
Income from operations before income taxes and equity method investments | 13,927 | 20,449 |
Depreciation and amortization | $ 128 | $ 124 |
Regulatory Matters (Details)
Regulatory Matters (Details) $ in Thousands | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||
Capital conversation buffer of risk-weighted assets | 2.50% | |
CET1 Ratio | 7.00% | |
Total Capital (to risk-weighted assets) | ||
Actual | $ 264,964 | $ 257,262 |
For Capital Adequacy Purposes | 88,527 | 75,907 |
Minimum Capital Adequacy With Capital Buffer | 116,191 | 99,628 |
To Be Well Capitalized Under Prompt Corrective Provisions | $ 110,658 | $ 94,884 |
Actual (Ratio) | 0.2390 | 0.2710 |
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 | $ 251,148 | $ 245,377 |
For Capital Adequacy Purposes | 66,395 | 56,930 |
Minimum Capital Adequacy With Capital Buffer | 94,060 | 80,651 |
To Be Well Capitalized Under Prompt Corrective Provisions | $ 88,527 | $ 75,907 |
Actual (Ratio) | 0.2270 | 0.2590 |
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 | $ 251,148 | $ 245,377 |
For Capital Adequacy Purposes | 49,796 | 42,698 |
Minimum Capital Adequacy With Capital Buffer | 77,461 | 66,419 |
To Be Well Capitalized Under Prompt Corrective Provisions | $ 71,928 | $ 61,674 |
Actual (Ratio) | 22.70% | 25.90% |
For Capital Adequacy Purposes (Ratio) | 4.50% | 4.50% |
Minimum Capital Adequacy With Capital Buffer (Ratio) | 7.00% | 7.00% |
To Be Well Capitalized Under Prompt Corrective Provisions (Ratio) | 6.50% | 6.50% |
Tier 1 Capital (to average assets) | ||
Actual | $ 251,148 | $ 245,377 |
For Capital Adequacy Purposes | 45,412 | 36,687 |
To Be Well Capitalized Under Prompt Corrective Provisions | $ 56,764 | $ 45,859 |
Actual (Ratio) | 0.2210 | 0.2680 |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest | $ 4,649 | $ 4,265 |
Taxes | $ 791 | $ 1,106 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - USD ($) $ / shares in Units, $ in Thousands | Apr. 01, 2022 | Apr. 07, 2022 |
Subsequent Event [Line Items] | ||
Consideration, common units value | $ 100,000 | |
Consideration, common units closing price (in dollars per share) | $ 40.54 | |
Option to purchase additional common units outstanding as a percentage | 2.00% | |
Unrelated Entity | ||
Subsequent Event [Line Items] | ||
Consideration transferred | $ 24,000 | |
Minimum | ||
Subsequent Event [Line Items] | ||
Consideration, common units (in dollars per share) | $ 40 | |
Maximum | ||
Subsequent Event [Line Items] | ||
Consideration, common units (in dollars per share) | $ 42 | |
SLPE | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Subsequent Event [Line Items] | ||
Total consideration | $ 144,500 |