|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
13-3727655
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
590 Madison Avenue, 32nd Floor
|
|
New York, New York
|
10022
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class
|
Trading Symbols
|
Name of Each Exchange on which Registered
|
Common units, $0 par
|
SPLP
|
New York Stock Exchange
|
6.0% Series A Preferred Units
|
SPLP-PRA
|
New York Stock Exchange
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
þ
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
þ
|
|
|
|
Emerging growth company
|
o
|
|
PART I
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
PART II
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
||
PART III
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
||
PART IV
|
||
Item 15.
|
||
Item 16.
|
||
•
|
the Federal Truth in Lending Act and Regulation Z promulgated thereunder, which require certain disclosures to borrowers regarding the terms of their loans;
|
•
|
the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"), the Federal Trade Commission Act and state laws that prohibit unfair, deceptive, or abusive acts or practices;
|
•
|
the Federal Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit discrimination in the extension of credit on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act;
|
•
|
the Fair Credit Reporting Act, which governs the use of credit reports and the reporting of information to credit bureaus, and imposes restrictions on the marketing of credit products through prescreened solicitations based on credit report information;
|
•
|
the Electronic Fund Transaction Act and Regulation E promulgated thereunder, which requires certain disclosures and imposes certain requirements on banks that provide electronic transfers of funds for consumers;
|
•
|
the Servicemembers Civil Relief Act and the Military Lending Act, which impose rate limitations and other requirements in connection with the credit obligations of active duty military personnel and certain of their dependents;
|
•
|
federal and state laws relating to privacy and the safeguarding of personally identifiable consumer information and data breach notification;
|
•
|
the Bank Secrecy Act, which relates to compliance with anti-money laundering, customer due diligence and record-keeping policies and procedures; and
|
•
|
laws governing the permissibility of the interest rates and fees that are charged to borrowers.
|
•
|
the inability to generate sufficient taxable income in future years to use such benefits before they expire as NOLs generated for taxable years ending on or before December 31, 2017 have a limited carryforward period;
|
•
|
a change in control of our subsidiaries that would trigger limitations on the amount of taxable income in future years that may be offset by NOLs and other carryforwards that existed prior to the change in control; and
|
•
|
examinations and audits by the IRS and other taxing authorities could reduce the amount of NOLs and other credit carryforwards that are available for future years.
|
CONSOLIDATED STATEMENT OF OPERATIONS DATA (a), (b)
|
|
|
Year Ended December 31,
|
||||||||||||||||
(in thousands, except common unit and per common unit data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Revenue
|
$
|
1,561,771
|
|
|
$
|
1,584,614
|
|
|
$
|
1,372,027
|
|
|
$
|
1,163,549
|
|
|
$
|
965,059
|
|
Net income (loss) from continuing operations
|
$
|
3,853
|
|
|
$
|
(31,490
|
)
|
|
$
|
6,012
|
|
|
$
|
2,571
|
|
|
$
|
70,311
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,257
|
|
|||||
Net income (loss)
|
3,853
|
|
|
(31,490
|
)
|
|
6,012
|
|
|
2,571
|
|
|
156,568
|
|
|||||
Net loss (income) attributable to noncontrolling interests in consolidated entities
|
97
|
|
|
(1,114
|
)
|
|
(6,028
|
)
|
|
4,059
|
|
|
(19,833
|
)
|
|||||
Net income (loss) attributable to common unitholders
|
$
|
3,950
|
|
|
$
|
(32,604
|
)
|
|
$
|
(16
|
)
|
|
$
|
6,630
|
|
|
$
|
136,735
|
|
Net income (loss) per common unit - basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
0.16
|
|
|
$
|
(1.25
|
)
|
|
$
|
—
|
|
|
$
|
0.25
|
|
|
$
|
2.97
|
|
Net income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.03
|
|
|||||
Net income (loss) attributable to common unitholders
|
$
|
0.16
|
|
|
$
|
(1.25
|
)
|
|
$
|
—
|
|
|
$
|
0.25
|
|
|
$
|
5.00
|
|
Basic weighted-average common units outstanding
|
24,964,643
|
|
|
25,984,185
|
|
|
26,053,098
|
|
|
26,353,714
|
|
|
27,317,974
|
|
|||||
Net income (loss) per common unit - diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
0.16
|
|
|
$
|
(1.25
|
)
|
|
$
|
—
|
|
|
$
|
0.25
|
|
|
$
|
2.96
|
|
Net income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.02
|
|
|||||
Net income (loss) attributable to common unitholders
|
$
|
0.16
|
|
|
$
|
(1.25
|
)
|
|
$
|
—
|
|
|
$
|
0.25
|
|
|
$
|
4.98
|
|
Diluted weighted-average common units outstanding
|
24,965,209
|
|
|
25,984,185
|
|
|
26,053,098
|
|
|
26,486,209
|
|
|
27,442,308
|
|
(a)
|
Statement of operations data includes the consolidation of the results of acquired entities, or their operating assets, from their respective acquisition dates: primarily, JPS Industries, Inc. on July 2, 2015, CoSine Communications, Inc. and API on January 20, 2015 and April 17, 2015, respectively, SL Industries, Inc. on June 1, 2016, Electromagnetic Enterprise division of Hamilton Sundstrand Corporation on September
|
(b)
|
Effective January 1, 2018 upon adoption of Accounting Standards Update No. 2016-01, unrealized gains or losses on equity securities are no longer recorded in Accumulated other comprehensive income (loss) on the consolidated balance sheet, but are instead recorded in Realized and unrealized (gains) losses on securities, net in the consolidated statement of operations.
|
BALANCE SHEET DATA
|
December 31,
|
||||||||||||||||||
(in thousands, except per common unit data)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Cash and cash equivalents
|
$
|
148,348
|
|
|
$
|
334,884
|
|
|
$
|
418,755
|
|
|
$
|
450,128
|
|
|
$
|
185,852
|
|
Marketable securities
|
220
|
|
|
1,439
|
|
|
58,313
|
|
|
53,650
|
|
|
80,842
|
|
|||||
Long-term investments
|
275,836
|
|
|
258,044
|
|
|
236,144
|
|
|
120,066
|
|
|
167,214
|
|
|||||
Total assets
|
2,332,354
|
|
|
2,356,059
|
|
|
2,164,040
|
|
|
1,967,115
|
|
|
1,684,773
|
|
|||||
Long-term debt (a)
|
391,136
|
|
|
478,096
|
|
|
412,584
|
|
|
330,126
|
|
|
235,913
|
|
|||||
SPLP Partners' capital (b)
|
472,613
|
|
|
488,787
|
|
|
519,239
|
|
|
548,741
|
|
|
558,034
|
|
|||||
SPLP Partners' capital per common unit
|
18.89
|
|
|
19.32
|
|
|
19.71
|
|
|
20.98
|
|
|
20.95
|
|
|||||
Dividends declared per common unit
|
—
|
|
|
—
|
|
|
—
|
|
|
0.15
|
|
|
—
|
|
(a)
|
Excludes the current portion of long-term debt, which totaled $14,208, $799, $459, $62,928 and $2,176 at December 31, 2019, 2018, 2017, 2016 and 2015, respectively.
|
(b)
|
SPLP Partners' capital as of December 31, 2017 was revised as a result of a tax related adjustment recorded in 2019. For further details see Note 1 - "Nature of the Business and Basis of Presentation" to the Consolidated Financial Statements found elsewhere in this Form 10-K.
|
•
|
On February 6, 2020 ("Redemption Date"), the Company redeemed 1,600,000 preferred units at a price equal to $25 per unit, plus an amount of $0.22 per unit, equal to any accumulated and unpaid distributions up to, but excluding, the Redemption Date, for a total payment of approximately $40,400.
|
•
|
On January 31, 2020, the Company announced that API Group Limited and certain of its affiliates commenced administration proceedings in the United Kingdom. The purpose of the administration proceedings is to facilitate an orderly sale or wind-down of its United Kingdom operations. In the United States, API Americas Inc. voluntarily filed for Chapter 11 proceedings in Bankruptcy Court on February 2, 2020 in order to facilitate the sale or liquidation of its assets. The API entities are wholly-owned subsidiaries of the Company and are included in the Diversified Industrial segment. The Company will deconsolidate the API entities on the previously noted filing dates as it no longer holds a controlling financial interest as of those dates.
|
•
|
During the three months ended December 31, 2019, as a result of declines in market conditions and customer demand at API, the Company determined that the carrying value of API's long-lived assets, primarily machinery and equipment and buildings, exceeded their estimated market value by $26,514. Also, as described in Note 9 - "Goodwill and Other Intangible Assets, Net," found elsewhere in this Form 10-K, the Company fully impaired API's intangible assets of $3,078. The Company recorded these impairments in Asset Impairment Charges in the accompanying consolidated statement of operations, found elsewhere
|
•
|
As a result of declines in customer demand and the performance of the packaging business, which includes the operations of API and Dunmore and is included in the Diversified Industrial segment, the Company fully impaired the packaging business' goodwill and recorded a $41,853 charge in Goodwill impairment charges in the accompanying consolidated statements of operations, found elsewhere in this Form 10-K, during the quarterly period ended September 30, 2019.
|
•
|
During the second quarter of 2019, the Company became aware of a misstatement related to its January 2015 sale of Arlon, LLC, whereby the tax basis of Arlon, LLC at the time of sale was calculated incorrectly. The misstatement was discovered in connection with an IRS examination of the Company's 2015 income tax filing. The accompanying consolidated statements of changes in capital found elsewhere in this Form 10-K have been adjusted to decrease the opening balance of Partners' capital as of December 31, 2017 by approximately $26,864, with a corresponding increase to Accrued liabilities at December 31, 2018. The estimated liability of $26,864 is made up of federal tax and interest of $24,002, and state tax and interest of $2,862. The IRS audit was expanded to include 2016 and 2017, and all years were subsequently agreed and settled for federal tax purposes in late 2019. The Company settled the federal portion of the IRS audit for $21,782 in the fourth quarter of 2019, and recorded a benefit of $2,220 in Income tax provision in the accompanying consolidated statement of operations, found elsewhere in this Form 10-K, for the year ended December 31, 2019. Refer to Note 17 - "Income Taxes," found elsewhere in this Form 10-K, for further detail.
|
•
|
On July 9, 2019, the Company entered into a settlement of a stockholder class action, captioned Sciabacucchi v. DeMarco, et al. In the settlement, the defendants agreed to pay the plaintiff class $30,000, but denied that they engaged in any wrongdoing or committed any violation of law or breach of duty and stated that they believe they acted properly, in good faith, and in a manner consistent with their legal duties. The settlement was approved by the court on December 2, 2019. Our insurance carriers agreed to contribute an aggregate of $17,500 toward the settlement amount. The Company recorded a charge of $12,500 in Selling, general and administrative expenses in the consolidated statement of income for the twelve months ended December 31, 2019, found elsewhere in this Form 10-K, which consisted of the legal settlement of $30,000, reduced by $17,500 of insurance recoveries. The settlement was paid on December 17, 2019. The Company made a demand of an aggregate of $10,000 in further contributions from two insurance carriers, which the carriers declined, and we are pursuing claims in court to endeavor to recover this sum, although there can be no assurance as to the outcome of this litigation.
|
•
|
On April 1, 2019, the Company, through its subsidiary, WebBank, completed the acquisition of National Partners for consideration of $47,725, which includes assumed debt, including debt with a third-party that WebBank had a preexisting $10,000 participation, and is subject to a potential $1,800 earn-out based on future performance through June 30, 2020, as provided in the purchase agreement. National Partners provides commercial premium finance solutions for national insurance brokerages, independent insurance agencies and insureds in key markets throughout the United States.
|
•
|
On January 31, 2019, the Company entered into an amendment to its senior credit facility to allow the Company to (i) convert $200,000 of the revolving credit commitments into a term loan with quarterly amortization equating to 5.0% per annum, (ii) amend certain defined leverage ratios under the credit agreement, increasing allowable leverage by 0.25 "turns" on a permanent basis through the maturity of the credit agreement, (iii) eliminate certain previously allowed investments, which would have reduced collateral available to the Company's lenders and (iv) make certain administrative changes.
|
•
|
During the year ended December 31, 2019, the Company purchased 505,336 units, for an aggregate price of approximately $6,721 under the Repurchase Program. The Company has purchased 2,089,177 common units for an aggregate price of approximately $33,881 under the Repurchase Program, and there remain 910,823 units that may yet be purchased under the Repurchase Program.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue
|
$
|
1,561,771
|
|
|
$
|
1,584,614
|
|
Cost of goods sold
|
1,052,241
|
|
|
1,109,978
|
|
||
Selling, general and administrative expenses
|
356,803
|
|
|
352,794
|
|
||
Goodwill impairment charges
|
41,853
|
|
|
—
|
|
||
Asset impairment charges
|
30,506
|
|
|
8,108
|
|
||
Interest expense
|
41,409
|
|
|
39,234
|
|
||
Realized and unrealized (gains) losses on securities, net
|
(47,315
|
)
|
|
62,586
|
|
||
All other expenses, net
|
58,513
|
|
|
21,336
|
|
||
Total costs and expenses
|
1,534,010
|
|
|
1,594,036
|
|
||
Income (loss) before income taxes and equity method investments
|
27,761
|
|
|
(9,422
|
)
|
||
Income tax provision
|
15,865
|
|
|
12,559
|
|
||
Loss of associated companies, net of taxes
|
8,043
|
|
|
9,509
|
|
||
Net income (loss)
|
3,853
|
|
|
(31,490
|
)
|
||
Net loss (income) attributable to noncontrolling interests in consolidated entities
|
97
|
|
|
(1,114
|
)
|
||
Net income (loss) attributable to common unitholders
|
$
|
3,950
|
|
|
$
|
(32,604
|
)
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
||||
Diversified industrial
|
$
|
1,226,365
|
|
|
$
|
1,286,665
|
|
Energy
|
163,972
|
|
|
175,950
|
|
||
Financial services
|
171,434
|
|
|
121,999
|
|
||
Total
|
$
|
1,561,771
|
|
|
$
|
1,584,614
|
|
Segment (loss) income before interest expense and income taxes:
|
|
|
|
||||
Diversified industrial
|
$
|
(20,430
|
)
|
|
$
|
56,057
|
|
Energy
|
(1,850
|
)
|
|
(9,012
|
)
|
||
Financial services
|
68,560
|
|
|
54,544
|
|
||
Corporate and other
|
14,847
|
|
|
(81,286
|
)
|
||
Income before interest expense and income taxes
|
61,127
|
|
|
20,303
|
|
||
Interest expense
|
41,409
|
|
|
39,234
|
|
||
Income tax provision
|
15,865
|
|
|
12,559
|
|
||
Net income (loss)
|
$
|
3,853
|
|
|
$
|
(31,490
|
)
|
Segment depreciation and amortization:
|
|
|
|
||||
Diversified industrial
|
$
|
54,141
|
|
|
$
|
59,582
|
|
Energy
|
17,548
|
|
|
20,214
|
|
||
Financial services
|
423
|
|
|
397
|
|
||
Corporate and other
|
154
|
|
|
130
|
|
||
Total depreciation and amortization
|
$
|
72,266
|
|
|
$
|
80,323
|
|
Loss of associated companies, net of taxes (included above):
|
|
|
|
||||
Corporate and other
|
$
|
(8,043
|
)
|
|
$
|
(9,509
|
)
|
Total
|
$
|
(8,043
|
)
|
|
$
|
(9,509
|
)
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||
|
Average
|
Interest
|
|
|
Average
|
Interest
|
|
||||||||||
|
Outstanding
|
Earned/
|
Yield/
|
|
Outstanding
|
Earned/
|
Yield/
|
||||||||||
|
Balance
|
Paid
|
Rate
|
|
Balance
|
Paid
|
Rate
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
||||||||||
Loans receivable
|
$
|
637,226
|
|
$
|
106,489
|
|
16.7
|
%
|
|
$
|
396,538
|
|
$
|
59,234
|
|
14.9
|
%
|
Held-to-maturity securities
|
50,024
|
|
2,031
|
|
4.1
|
%
|
|
40,286
|
|
1,323
|
|
3.3
|
%
|
||||
Available-for-sale investments
|
2,925
|
|
56
|
|
1.9
|
%
|
|
2,624
|
|
64
|
|
2.4
|
%
|
||||
Federal funds sold
|
13,222
|
|
274
|
|
2.1
|
%
|
|
3,047
|
|
49
|
|
1.6
|
%
|
||||
Interest bearing deposits
|
162,252
|
|
3,204
|
|
2.0
|
%
|
|
234,198
|
|
4,026
|
|
1.7
|
%
|
||||
Total interest-earning assets
|
865,649
|
|
112,054
|
|
12.9
|
%
|
|
676,693
|
|
64,696
|
|
9.6
|
%
|
||||
Non interest-earning assets
|
19,549
|
|
|
|
|
17,965
|
|
|
|
||||||||
Total assets
|
$
|
885,198
|
|
|
|
|
$
|
694,658
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
||||||||||
Savings accounts
|
$
|
169,651
|
|
2,902
|
|
1.7
|
%
|
|
$
|
99,809
|
|
1,062
|
|
1.1
|
%
|
||
Time deposits
|
533,146
|
|
13,380
|
|
2.5
|
%
|
|
460,201
|
|
9,226
|
|
2.0
|
%
|
||||
Total interest-bearing liabilities
|
702,797
|
|
16,282
|
|
2.3
|
%
|
|
560,010
|
|
10,288
|
|
1.8
|
%
|
||||
Other non interest-bearing liabilities
|
23,913
|
|
|
|
|
12,737
|
|
|
|
||||||||
Total liabilities
|
726,710
|
|
|
|
|
572,747
|
|
|
|
||||||||
Shareholder's equity
|
158,488
|
|
|
|
|
121,911
|
|
|
|
||||||||
Total liabilities and shareholder's equity
|
$
|
885,198
|
|
|
|
|
$
|
694,658
|
|
|
|
||||||
Net interest income
|
|
$
|
95,772
|
|
|
|
|
$
|
54,408
|
|
|
||||||
Spread on average interest-bearing funds
|
|
|
10.6
|
%
|
|
|
|
7.7
|
%
|
||||||||
Net interest margin
|
|
|
11.1
|
%
|
|
|
|
8.0
|
%
|
||||||||
Return on assets
|
|
|
5.7
|
%
|
|
|
|
6.4
|
%
|
||||||||
Return on equity
|
|
|
31.6
|
%
|
|
|
|
36.5
|
%
|
||||||||
Equity to assets
|
|
|
17.9
|
%
|
|
|
|
17.5
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||||||||
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||
|
Due to Volume
|
Due to Rate
|
Total
|
|
Due to Volume
|
Due to Rate
|
Total
|
||||||||||||
Earning assets:
|
|
|
|
|
|
|
|
||||||||||||
Loans receivable
|
$
|
39,524
|
|
$
|
7,732
|
|
$
|
47,256
|
|
|
$
|
24,713
|
|
$
|
6,125
|
|
$
|
30,838
|
|
Held-to-maturity securities
|
358
|
|
349
|
|
707
|
|
|
675
|
|
34
|
|
709
|
|
||||||
Available-for-sale investments
|
9
|
|
(17
|
)
|
(8
|
)
|
|
44
|
|
3
|
|
47
|
|
||||||
Federal funds sold
|
207
|
|
18
|
|
225
|
|
|
13
|
|
21
|
|
34
|
|
||||||
Interest bearing deposits
|
(1,593
|
)
|
770
|
|
(823
|
)
|
|
168
|
|
1,627
|
|
1,795
|
|
||||||
Total earning assets
|
38,505
|
|
8,852
|
|
47,357
|
|
|
25,613
|
|
7,810
|
|
33,423
|
|
||||||
Savings accounts
|
986
|
|
853
|
|
1,839
|
|
|
87
|
|
569
|
|
656
|
|
||||||
Time deposits
|
1,605
|
|
2,547
|
|
4,152
|
|
|
3,052
|
|
1,895
|
|
4,947
|
|
||||||
Total funds
|
2,591
|
|
3,400
|
|
5,991
|
|
|
3,139
|
|
2,464
|
|
5,603
|
|
||||||
Net variance
|
$
|
35,914
|
|
$
|
5,452
|
|
$
|
41,366
|
|
|
$
|
22,474
|
|
$
|
5,346
|
|
$
|
27,820
|
|
|
As of December 31,
|
||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Amount
|
%
|
|
Amount
|
%
|
|
Amount
|
%
|
|
Amount
|
%
|
|
Amount
|
%
|
|||||||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial - owner occupied
|
$
|
230
|
|
—
|
%
|
|
$
|
252
|
|
0.1
|
%
|
|
$
|
272
|
|
0.1
|
%
|
|
$
|
604
|
|
0.4
|
%
|
|
$
|
1,542
|
|
0.7
|
%
|
Commercial - other
|
429
|
|
0.1
|
%
|
|
380
|
|
0.1
|
%
|
|
296
|
|
0.1
|
%
|
|
266
|
|
0.2
|
%
|
|
281
|
|
0.1
|
%
|
|||||
Total real estate loans
|
659
|
|
0.1
|
%
|
|
632
|
|
0.2
|
%
|
|
568
|
|
0.2
|
%
|
|
870
|
|
0.6
|
%
|
|
1,823
|
|
0.8
|
%
|
|||||
Commercial and industrial
|
251,349
|
|
32.2
|
%
|
|
146,758
|
|
28.0
|
%
|
|
84,726
|
|
30.8
|
%
|
|
50,564
|
|
32.6
|
%
|
|
66,253
|
|
29.1
|
%
|
|||||
Consumer loans
|
302,714
|
|
38.8
|
%
|
|
188,391
|
|
35.9
|
%
|
|
53,238
|
|
19.3
|
%
|
|
22,805
|
|
14.7
|
%
|
|
—
|
|
—
|
%
|
|||||
Loans held for sale
|
225,013
|
|
28.9
|
%
|
|
188,143
|
|
35.9
|
%
|
|
136,773
|
|
49.7
|
%
|
|
80,692
|
|
52.1
|
%
|
|
159,592
|
|
70.1
|
%
|
|||||
Total loans
|
779,735
|
|
100.0
|
%
|
|
523,924
|
|
100.0
|
%
|
|
275,305
|
|
100.0
|
%
|
|
154,931
|
|
100.0
|
%
|
|
227,668
|
|
100.0
|
%
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deferred fees and discounts
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(15
|
)
|
|
||||||||||
Allowance for loan losses
|
(36,682
|
)
|
|
|
(17,659
|
)
|
|
|
(5,237
|
)
|
|
|
(1,483
|
)
|
|
|
(630
|
)
|
|
||||||||||
Total loans receivable, net
|
$
|
743,053
|
|
|
|
$
|
506,265
|
|
|
|
$
|
270,068
|
|
|
|
$
|
153,448
|
|
|
|
$
|
227,023
|
|
|
Due During Years Ending December 31,
|
Real Estate
|
|
Commercial & Industrial
|
|
Consumer
|
|
Loans Held for Sale
|
||||||||
2020
|
$
|
—
|
|
|
$
|
233,510
|
|
|
$
|
125,067
|
|
|
$
|
225,013
|
|
2021-2024
|
230
|
|
|
17,839
|
|
|
177,647
|
|
|
—
|
|
||||
2025 and thereafter
|
429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
659
|
|
|
$
|
251,349
|
|
|
$
|
302,714
|
|
|
$
|
225,013
|
|
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Non-accruing loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate - owner occupied
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
341
|
|
Commercial and industrial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
343
|
|
|||||
Accruing loans delinquent:
|
|
|
|
|
|
|
|
|
|
||||||||||
90 days or more
|
8,051
|
|
|
3,326
|
|
|
2,658
|
|
|
3
|
|
|
—
|
|
|||||
Total
|
8,051
|
|
|
3,326
|
|
|
2,658
|
|
|
3
|
|
|
—
|
|
|||||
Foreclosed assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate - owner occupied
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Total non-performing assets
|
$
|
8,051
|
|
|
$
|
3,326
|
|
|
$
|
2,658
|
|
|
$
|
3
|
|
|
$
|
354
|
|
Total as a percentage of total assets
|
0.9
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Balance at beginning of period
|
$
|
17,659
|
|
|
$
|
5,237
|
|
|
$
|
1,483
|
|
|
$
|
630
|
|
|
$
|
557
|
|
Charge offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
(8,667
|
)
|
|
(2,772
|
)
|
|
(933
|
)
|
|
—
|
|
|
—
|
|
|||||
Other
|
(17,918
|
)
|
|
(4,549
|
)
|
|
(1,214
|
)
|
|
—
|
|
|
—
|
|
|||||
Total charge offs
|
(26,585
|
)
|
|
(7,321
|
)
|
|
(2,147
|
)
|
|
—
|
|
|
—
|
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate - owner occupied
|
22
|
|
|
20
|
|
|
17
|
|
|
14
|
|
|
25
|
|
|||||
Commercial real estate - other
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
44
|
|
|||||
Commercial and industrial
|
461
|
|
|
272
|
|
|
142
|
|
|
30
|
|
|
54
|
|
|||||
Other
|
1,752
|
|
|
393
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|||||
Total recoveries
|
2,235
|
|
|
685
|
|
|
262
|
|
|
79
|
|
|
123
|
|
|||||
Net (charge offs) recoveries
|
(24,350
|
)
|
|
(6,636
|
)
|
|
(1,885
|
)
|
|
79
|
|
|
123
|
|
|||||
Additions charged to operations
|
43,373
|
|
|
19,058
|
|
|
5,639
|
|
|
774
|
|
|
(50
|
)
|
|||||
Balance at end of period
|
$
|
36,682
|
|
|
$
|
17,659
|
|
|
$
|
5,237
|
|
|
$
|
1,483
|
|
|
$
|
630
|
|
Ratio of net charge offs during the period to average loans outstanding during the period
|
3.8
|
%
|
|
1.7
|
%
|
|
0.8
|
%
|
|
—
|
%
|
|
(0.1
|
)%
|
|
As of December 31,
|
||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Amount
|
% of Loans in Each Category of Total Loans
|
|
Amount
|
% of Loans in Each Category of Total Loans
|
|
Amount
|
% of Loans in Each Category of Total Loans
|
|
Amount
|
% of Loans in Each Category of Total Loans
|
|
Amount
|
% of Loans in Each Category of Total Loans
|
|||||||||||||||
Commercial real estate - owner occupied
|
$
|
16
|
|
—
|
%
|
|
$
|
19
|
|
—
|
%
|
|
$
|
6
|
|
0.1
|
%
|
|
$
|
22
|
|
0.4
|
%
|
|
$
|
39
|
|
0.7
|
%
|
Commercial real estate - other
|
8
|
|
0.1
|
%
|
|
7
|
|
0.1
|
%
|
|
7
|
|
0.1
|
%
|
|
7
|
|
0.2
|
%
|
|
9
|
|
0.1
|
%
|
|||||
Commercial and industrial
|
10,920
|
|
32.2
|
%
|
|
6,165
|
|
28.0
|
%
|
|
2,800
|
|
30.8
|
%
|
|
880
|
|
32.6
|
%
|
|
582
|
|
29.1
|
%
|
|||||
Other consumer loans
|
25,738
|
|
38.8
|
%
|
|
11,468
|
|
36.0
|
%
|
|
2,424
|
|
19.3
|
%
|
|
574
|
|
14.7
|
%
|
|
—
|
|
—
|
%
|
|||||
Loans held for sale
|
—
|
|
28.9
|
%
|
|
—
|
|
35.9
|
%
|
|
—
|
|
49.7
|
%
|
|
—
|
|
52.1
|
%
|
|
—
|
|
70.1
|
%
|
|||||
Total loans
|
$
|
36,682
|
|
100.0
|
%
|
|
$
|
17,659
|
|
100.0
|
%
|
|
$
|
5,237
|
|
100.0
|
%
|
|
$
|
1,483
|
|
100.0
|
%
|
|
$
|
630
|
|
100.0
|
%
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
111,743
|
|
|
$
|
52,751
|
|
Net cash used in investing activities
|
(274,965
|
)
|
|
(366,429
|
)
|
||
Net cash (used in) provided by financing activities
|
(36,146
|
)
|
|
226,621
|
|
||
Net change for the period
|
$
|
(199,368
|
)
|
|
$
|
(87,057
|
)
|
|
Payments Due By Period
|
||||||||||||||||||
|
Less Than 1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
Thereafter
|
|
Total
|
||||||||||
Debt obligations (a)
|
$
|
17,405
|
|
|
$
|
391,136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
408,541
|
|
Estimated interest expense (a), (b)
|
16,036
|
|
|
30,611
|
|
|
—
|
|
|
—
|
|
|
46,647
|
|
|||||
Deposits (c)
|
615,495
|
|
|
135,984
|
|
|
3,238
|
|
|
—
|
|
|
754,717
|
|
|||||
Operating lease obligations
|
11,346
|
|
|
16,804
|
|
|
9,119
|
|
|
14,930
|
|
|
52,199
|
|
|||||
Finance lease obligations
|
2,005
|
|
|
3,717
|
|
|
3,012
|
|
|
809
|
|
|
9,543
|
|
|||||
Minimum pension contributions (d)
|
36,600
|
|
|
67,500
|
|
|
42,350
|
|
|
5,600
|
|
|
152,050
|
|
|||||
Preferred unit liability (e)
|
40,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
|||||
Total
|
$
|
738,887
|
|
|
$
|
645,752
|
|
|
$
|
57,719
|
|
|
$
|
21,339
|
|
|
$
|
1,463,697
|
|
(a)
|
Assumes repayment of the remaining balance outstanding on the Credit Agreement on its contractual maturity date, November 14, 2022. The outstanding balance on SPLP's Credit Agreement will fluctuate before maturity, and the repayment dates and amounts may differ.
|
(b)
|
Estimated interest expense does not include non-cash amortization of debt issuance costs, which is included in interest expense in the Company's consolidated statements of operations. The interest rates used to estimate future interest expense were based on interest rates at
|
(c)
|
Excludes interest. The average interest rate on deposits at December 31, 2019 was 2.09%, and interest rates ranged from 0.00% to 3.16%.
|
(d)
|
Represents total expected required minimum pension plan contributions to the Company's significant pension plans for 2020, 2021, 2022, 2023, 2024 and for the five years thereafter. Actual future pension costs and required funding obligations will be affected by changes in the factors and assumptions described elsewhere in this Annual Report on Form 10-K, as well as other changes such as any plan termination or other acceleration events. The Company's other pension and post-retirement obligations are not significant individually or in the aggregate.
|
(e)
|
Represents redemption of 1,600,000 6.0% Series A preferred units, no par value, on the third anniversary of the original issuance date of the SPLP preferred units (February 7, 2020) at a redemption price equal to the liquidation preference value of $25 per unit, in cash. In addition to the amount in the table above, the Partnership Agreement also specifies that if the SPLP preferred units are not redeemed earlier, then on the ninth anniversary of the original issuance date (February 7, 2026), the remaining SPLP preferred units will be redeemed. The redemption price will be $25 per unit in cash or in common units or a combination thereof, at the sole discretion of the Company's Board of Directors. Upon redemption, the holders of the SPLP preferred units will also receive any accumulated and unpaid distributions as of the redemption date. The SPLP preferred units entitle the holders to a cumulative quarterly cash or in-kind (or a combination thereof) distribution, if and when declared at the discretion of the Company's Board of Directors.
|
|
2019
|
|
2018
|
||||
Current
|
$
|
615,495
|
|
|
$
|
431,959
|
|
Long-term
|
139,222
|
|
|
279,352
|
|
||
Total
|
$
|
754,717
|
|
|
$
|
711,311
|
|
|
Maturity
|
||||||||||||||||||
|
< 3 Months
|
|
3 to 6 Months
|
|
6 to 12 Months
|
|
> 12 Months
|
|
Total
|
||||||||||
Certificate of deposits less than $100
|
$
|
63,206
|
|
|
$
|
99,334
|
|
|
$
|
194,654
|
|
|
$
|
135,972
|
|
|
$
|
493,166
|
|
Certificate of deposits of $100 or more
|
1,279
|
|
|
2,972
|
|
|
779
|
|
|
3,250
|
|
|
8,280
|
|
|||||
Total certificates of deposits
|
$
|
64,485
|
|
|
$
|
102,306
|
|
|
$
|
195,433
|
|
|
$
|
139,222
|
|
|
$
|
501,446
|
|
|
|
|
Page
|
Consolidated Financial Statements:
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2019 and 2018
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
148,348
|
|
|
$
|
334,884
|
|
Restricted cash
|
—
|
|
|
12,434
|
|
||
Marketable securities
|
220
|
|
|
1,439
|
|
||
Trade and other receivables - net of allowance for doubtful accounts of $2,725 and $2,885, respectively
|
188,410
|
|
|
209,543
|
|
||
Receivables from related parties
|
2,221
|
|
|
425
|
|
||
Loans receivable, including loans held for sale of $225,013 and $188,143, respectively, net
|
546,908
|
|
|
341,890
|
|
||
Inventories, net
|
167,833
|
|
|
158,850
|
|
||
Prepaid expenses and other current assets
|
36,261
|
|
|
32,826
|
|
||
Total current assets
|
1,090,201
|
|
|
1,092,291
|
|
||
Long-term loans receivable, net
|
196,145
|
|
|
164,375
|
|
||
Goodwill
|
149,626
|
|
|
183,945
|
|
||
Other intangible assets, net
|
158,593
|
|
|
183,541
|
|
||
Deferred tax assets
|
88,645
|
|
|
96,040
|
|
||
Other non-current assets
|
70,666
|
|
|
80,356
|
|
||
Property, plant and equipment, net
|
262,277
|
|
|
297,467
|
|
||
Operating lease right-of-use assets
|
40,365
|
|
|
—
|
|
||
Long-term investments
|
275,836
|
|
|
258,044
|
|
||
Total Assets
|
$
|
2,332,354
|
|
|
$
|
2,356,059
|
|
LIABILITIES AND CAPITAL
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
99,844
|
|
|
$
|
106,261
|
|
Accrued liabilities
|
119,642
|
|
|
120,043
|
|
||
Financial instruments
|
—
|
|
|
12,434
|
|
||
Deposits
|
615,495
|
|
|
431,959
|
|
||
Payables to related parties
|
481
|
|
|
248
|
|
||
Short-term debt
|
3,197
|
|
|
3,094
|
|
||
Current portion of long-term debt
|
14,208
|
|
|
799
|
|
||
Current portion of preferred unit liability
|
39,782
|
|
|
—
|
|
||
Other current liabilities
|
43,172
|
|
|
21,943
|
|
||
Total current liabilities
|
935,821
|
|
|
696,781
|
|
||
Long-term deposits
|
139,222
|
|
|
279,352
|
|
||
Long-term debt
|
391,136
|
|
|
478,096
|
|
||
Preferred unit liability
|
144,247
|
|
|
180,340
|
|
||
Accrued pension liabilities
|
196,077
|
|
|
205,770
|
|
||
Deferred tax liabilities
|
3,614
|
|
|
2,225
|
|
||
Long-term operating lease liabilities
|
31,262
|
|
|
—
|
|
||
Other non-current liabilities
|
14,556
|
|
|
20,987
|
|
||
Total Liabilities
|
1,855,935
|
|
|
1,863,551
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
||
Capital:
|
|
|
|
||||
Partners' capital common units: 25,023,128 and 25,294,003 issued and outstanding (after deducting 12,647,864 and 12,142,528 units held in treasury, at cost of $198,781 and $192,060), respectively
|
664,035
|
|
|
666,031
|
|
||
Accumulated other comprehensive loss
|
(191,422
|
)
|
|
(177,244
|
)
|
||
Total Partners' Capital
|
472,613
|
|
|
488,787
|
|
||
Noncontrolling interests in consolidated entities
|
3,806
|
|
|
3,721
|
|
||
Total Capital
|
476,419
|
|
|
492,508
|
|
||
Total Liabilities and Capital
|
$
|
2,332,354
|
|
|
$
|
2,356,059
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
|
|||
Diversified industrial net sales
|
$
|
1,226,365
|
|
|
$
|
1,286,665
|
|
Energy net revenue
|
163,972
|
|
|
175,950
|
|
||
Financial services revenue
|
171,434
|
|
|
121,999
|
|
||
Total revenue
|
1,561,771
|
|
|
1,584,614
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of goods sold
|
1,052,241
|
|
|
1,109,978
|
|
||
Selling, general and administrative expenses
|
356,803
|
|
|
352,794
|
|
||
Goodwill impairment charges
|
41,853
|
|
|
—
|
|
||
Asset impairment charges
|
30,506
|
|
|
8,108
|
|
||
Finance interest expense
|
16,279
|
|
|
10,288
|
|
||
Provision for loan losses
|
43,373
|
|
|
19,058
|
|
||
Interest expense
|
41,409
|
|
|
39,234
|
|
||
Realized and unrealized (gains) losses on securities, net
|
(47,315
|
)
|
|
62,586
|
|
||
Other income, net
|
(1,139
|
)
|
|
(8,010
|
)
|
||
Total costs and expenses
|
1,534,010
|
|
|
1,594,036
|
|
||
Income (loss) before income taxes and equity method investments
|
27,761
|
|
|
(9,422
|
)
|
||
Income tax provision
|
15,865
|
|
|
12,559
|
|
||
Loss of associated companies, net of taxes
|
8,043
|
|
|
9,509
|
|
||
Net income (loss)
|
3,853
|
|
|
(31,490
|
)
|
||
Net loss (income) attributable to noncontrolling interests in consolidated entities
|
97
|
|
|
(1,114
|
)
|
||
Net income (loss) attributable to common unitholders
|
$
|
3,950
|
|
|
$
|
(32,604
|
)
|
Net income (loss) per common unit - basic and diluted
|
|
|
|
||||
Net income (loss) attributable to common unitholders
|
$
|
0.16
|
|
|
$
|
(1.25
|
)
|
Weighted-average number of common units outstanding - basic
|
24,964,643
|
|
|
25,984,185
|
|
||
Weighted-average number of common units outstanding - diluted
|
24,965,209
|
|
|
25,984,185
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
3,853
|
|
|
$
|
(31,490
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
||||
Gross unrealized losses on available-for-sale debt securities
|
—
|
|
|
(274
|
)
|
||
Gross unrealized gains (losses) on derivative financial instruments
|
263
|
|
|
(2
|
)
|
||
Currency translation adjustments
|
(1,690
|
)
|
|
(4,733
|
)
|
||
Changes in pension liabilities and other post-retirement benefit obligations
|
(12,755
|
)
|
|
24,247
|
|
||
Other comprehensive (loss) income
|
(14,182
|
)
|
|
19,238
|
|
||
Comprehensive loss
|
(10,329
|
)
|
|
(12,252
|
)
|
||
Comprehensive loss (income) attributable to noncontrolling interests
|
97
|
|
|
(1,100
|
)
|
||
Comprehensive loss attributable to common unitholders
|
$
|
(10,232
|
)
|
|
$
|
(13,352
|
)
|
|
Steel Partners Holdings L.P. Common Unitholders
|
|
|
|
|
||||||||||||||||||||||||
|
Common
|
|
Treasury Units
|
|
Partners'
|
|
Accumulated
Other Comprehensive |
|
Total Partners'
|
|
Noncontrolling Interests in Consolidated
|
|
Total
|
||||||||||||||||
|
Units
|
|
Units
|
|
Dollars
|
|
Capital
|
|
(Loss) Income
|
|
Capital
|
|
Entities
|
|
Capital
|
||||||||||||||
Balance at December 31, 2017 (as previously reported)
|
37,216,787
|
|
|
(10,868,367
|
)
|
|
$
|
(170,858
|
)
|
|
$
|
650,488
|
|
|
$
|
(104,385
|
)
|
|
$
|
546,103
|
|
|
$
|
20,933
|
|
|
$
|
567,036
|
|
Adjustments (See Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,864
|
)
|
|
—
|
|
|
(26,864
|
)
|
|
—
|
|
|
(26,864
|
)
|
||||||
Adjusted balance as of
December 31, 2017
|
37,216,787
|
|
|
(10,868,367
|
)
|
|
(170,858
|
)
|
|
623,624
|
|
|
(104,385
|
)
|
|
519,239
|
|
|
20,933
|
|
|
540,172
|
|
||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,604
|
)
|
|
—
|
|
|
(32,604
|
)
|
|
1,114
|
|
|
(31,490
|
)
|
||||||
Unrealized losses on available-for-sale debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
|
(274
|
)
|
|
—
|
|
|
(274
|
)
|
||||||
Cumulative effect of adopting ASU 2016-01 relating to net unrealized gains and losses on equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
91,078
|
|
|
(91,078
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative effect of adopting ASC 606 relating to revenue recognition
|
—
|
|
|
—
|
|
|
—
|
|
|
1,034
|
|
|
—
|
|
|
1,034
|
|
|
—
|
|
|
1,034
|
|
||||||
Unrealized (losses) gains on derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|
26
|
|
|
(2
|
)
|
||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,693
|
)
|
|
(4,693
|
)
|
|
(40
|
)
|
|
(4,733
|
)
|
||||||
Changes in pension liabilities and post-retirement benefit obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,247
|
|
|
24,247
|
|
|
—
|
|
|
24,247
|
|
||||||
Equity compensation - restricted units
|
34,337
|
|
|
—
|
|
|
—
|
|
|
529
|
|
|
—
|
|
|
529
|
|
|
—
|
|
|
529
|
|
||||||
Purchases of SPLP common units
|
—
|
|
|
(1,274,161
|
)
|
|
(21,202
|
)
|
|
(21,202
|
)
|
|
—
|
|
|
(21,202
|
)
|
|
—
|
|
|
(21,202
|
)
|
||||||
Purchases of subsidiary shares from noncontrolling interests
|
185,407
|
|
|
—
|
|
|
—
|
|
|
3,788
|
|
|
(1,033
|
)
|
|
2,755
|
|
|
(20,646
|
)
|
|
(17,891
|
)
|
||||||
Exchange of subsidiary shares to obtain a controlling interest in former equity-method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,334
|
|
|
2,334
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
(216
|
)
|
||||||
Balance at December 31, 2018
|
37,436,531
|
|
|
(12,142,528
|
)
|
|
(192,060
|
)
|
|
666,031
|
|
|
(177,244
|
)
|
|
488,787
|
|
|
3,721
|
|
|
492,508
|
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,950
|
|
|
—
|
|
|
3,950
|
|
|
(97
|
)
|
|
3,853
|
|
||||||
Unrealized gains on derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|
263
|
|
|
—
|
|
|
263
|
|
||||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,690
|
)
|
|
(1,690
|
)
|
|
—
|
|
|
(1,690
|
)
|
||||||
Changes in pension liabilities and post-retirement benefit obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,755
|
)
|
|
(12,755
|
)
|
|
—
|
|
|
(12,755
|
)
|
||||||
Equity compensation - restricted units
|
234,461
|
|
|
—
|
|
|
—
|
|
|
779
|
|
|
—
|
|
|
779
|
|
|
182
|
|
|
961
|
|
||||||
Purchases of SPLP common units
|
—
|
|
|
(505,336
|
)
|
|
(6,721
|
)
|
|
(6,721
|
)
|
|
—
|
|
|
(6,721
|
)
|
|
—
|
|
|
(6,721
|
)
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2019
|
37,670,992
|
|
|
(12,647,864
|
)
|
|
$
|
(198,781
|
)
|
|
$
|
664,035
|
|
|
$
|
(191,422
|
)
|
|
$
|
472,613
|
|
|
$
|
3,806
|
|
|
$
|
476,419
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
3,853
|
|
|
$
|
(31,490
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Provision for loan losses
|
43,373
|
|
|
19,058
|
|
||
Loss of associated companies, net of taxes
|
8,043
|
|
|
9,509
|
|
||
Realized and unrealized (gains) losses on securities, net
|
(47,315
|
)
|
|
62,586
|
|
||
Derivative gains on economic interests in loans
|
(14,801
|
)
|
|
(14,757
|
)
|
||
Deferred income taxes
|
13,038
|
|
|
3,147
|
|
||
Depreciation and amortization
|
72,266
|
|
|
80,323
|
|
||
Non-cash lease expense
|
11,177
|
|
|
—
|
|
||
Equity-based compensation
|
779
|
|
|
644
|
|
||
Goodwill impairment charges
|
41,853
|
|
|
—
|
|
||
Asset impairment charges
|
30,506
|
|
|
8,108
|
|
||
Other
|
2,593
|
|
|
4,466
|
|
||
Net change in operating assets and liabilities:
|
|
|
|
||||
Trade and other receivables
|
20,694
|
|
|
(19,625
|
)
|
||
Inventories
|
(9,491
|
)
|
|
(7,415
|
)
|
||
Prepaid expenses and other assets
|
2,751
|
|
|
(7,851
|
)
|
||
Accounts payable, accrued and other liabilities
|
(30,706
|
)
|
|
(2,582
|
)
|
||
Net increase in loans held for sale
|
(36,870
|
)
|
|
(51,370
|
)
|
||
Net cash provided by operating activities
|
111,743
|
|
|
52,751
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of investments
|
(90,815
|
)
|
|
(149,505
|
)
|
||
Proceeds from sales of investments
|
31,576
|
|
|
50,300
|
|
||
Proceeds from maturities of investments
|
92,049
|
|
|
42,936
|
|
||
Loan originations, net of collections
|
(205,874
|
)
|
|
(203,885
|
)
|
||
Purchases of property, plant and equipment
|
(43,024
|
)
|
|
(47,085
|
)
|
||
Settlements of short positions, net
|
(14,611
|
)
|
|
(3,100
|
)
|
||
Proceeds from sales of assets
|
1,293
|
|
|
5,909
|
|
||
Acquisitions, net of cash acquired
|
(45,559
|
)
|
|
(62,683
|
)
|
||
Other
|
—
|
|
|
684
|
|
||
Net cash used in investing activities
|
(274,965
|
)
|
|
(366,429
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net revolver borrowings
|
(64,712
|
)
|
|
65,315
|
|
||
Net repayments of term loans
|
(7,304
|
)
|
|
(604
|
)
|
||
Proceeds from equipment lease financing
|
—
|
|
|
1,707
|
|
||
Purchases of the Company's common units
|
(6,721
|
)
|
|
(21,202
|
)
|
||
Purchase of subsidiary shares from noncontrolling interests
|
—
|
|
|
(18,068
|
)
|
||
Deferred finance charges
|
(815
|
)
|
|
(1,280
|
)
|
||
Net increase in deposits
|
43,406
|
|
|
200,311
|
|
||
Other
|
—
|
|
|
442
|
|
||
Net cash (used in) provided by financing activities
|
(36,146
|
)
|
|
226,621
|
|
||
Net change for the period
|
(199,368
|
)
|
|
(87,057
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
398
|
|
|
(9
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
347,318
|
|
|
434,384
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
148,348
|
|
|
$
|
347,318
|
|
•
|
Since the Company adopted Accounting Standards Update No. ("ASU") 2016-01 effective January 1, 2018, available-for-sale equity securities are now reported at fair value, with unrealized gains and losses recognized in Realized and unrealized (gains) losses on securities, net in the consolidated statement of operations.
|
•
|
Available-for-sale debt securities are reported at fair value, with unrealized gains and losses recognized in accumulated other comprehensive income or loss ("AOCI") as a separate component of SPLP's Partners' capital in both 2019 and 2018.
|
•
|
Associated companies represent equity method investments in companies where our ownership is generally between 20% and 50% of the outstanding equity and the Company has the ability to exercise influence, but not control, over the investee. For equity method investments where the fair value option has been elected, unrealized gains and losses are reported in the Company's consolidated statements of operations as part of Loss of associated companies, net of taxes. For the equity method investments where the fair value option has not been elected, SPLP records the investment at cost and subsequently increases or decreases the investment by its proportionate share of the net income or loss and other comprehensive income or loss of the investee.
|
•
|
Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts.
|
(a)
|
Foreign revenues are primarily related to the Company's API business, which is domiciled in the United Kingdom.
|
|
Year Ended December 31, 2019
|
||
Operating lease cost
|
$
|
13,373
|
|
Short-term lease cost
|
$
|
771
|
|
|
|
||
Finance lease cost:
|
|
||
Amortization of right-of-use assets
|
$
|
1,190
|
|
Interest on lease liabilities
|
319
|
|
|
Total finance lease cost
|
$
|
1,509
|
|
|
December 31, 2019
|
|
Location on
Consolidated Balance Sheet
|
||
Operating leases
|
|
|
|
||
Operating lease right-of-use assets
|
$
|
40,365
|
|
|
Operating lease right-of-use assets
|
|
|
|
|
||
Current operating lease liabilities
|
$
|
9,989
|
|
|
Other current liabilities
|
Non-current operating lease liabilities
|
31,262
|
|
|
Long-term operating lease liabilities
|
|
Total operating lease liabilities
|
$
|
41,251
|
|
|
|
|
|
|
|
||
Finance leases
|
|
|
|
||
Finance lease assets
|
$
|
9,325
|
|
|
Property, plant and equipment, net
|
|
|
|
|
||
Current finance lease liabilities
|
$
|
1,639
|
|
|
Other current liabilities
|
Non-current finance lease liabilities
|
6,767
|
|
|
Other non-current liabilities
|
|
Total finance lease liabilities
|
$
|
8,406
|
|
|
|
|
|
|
|
||
Weighted-average remaining lease term (years)
|
|
|
|
||
Operating leases
|
8.22
|
|
|
|
|
Finance leases
|
5.16
|
|
|
|
|
Weighted-average discount rate
|
|
|
|
||
Operating leases
|
4.64
|
%
|
|
|
|
Finance leases
|
4.20
|
%
|
|
|
Payments Due by Period
|
|
Amount
|
||
2019
|
|
$
|
14,280
|
|
2020
|
|
11,131
|
|
|
2021
|
|
8,975
|
|
|
2022
|
|
6,174
|
|
|
2023
|
|
3,863
|
|
|
Thereafter
|
|
17,867
|
|
|
Total
|
|
$
|
62,290
|
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
|
$
|
11,346
|
|
|
$
|
2,005
|
|
2021
|
|
9,372
|
|
|
1,921
|
|
||
2022
|
|
7,432
|
|
|
1,796
|
|
||
2023
|
|
5,145
|
|
|
1,754
|
|
||
2024
|
|
3,974
|
|
|
1,258
|
|
||
Thereafter
|
|
14,930
|
|
|
809
|
|
||
Total lease payments
|
|
52,199
|
|
|
9,543
|
|
||
|
|
|
|
|
||||
Present value of current lease liabilities
|
|
9,989
|
|
|
1,639
|
|
||
Present value of long-term lease liabilities
|
|
31,262
|
|
|
6,767
|
|
||
Total present value of lease liabilities
|
|
41,251
|
|
|
8,406
|
|
||
|
|
|
|
|
||||
Difference between undiscounted cash flows and discounted cash flows
|
|
$
|
10,948
|
|
|
$
|
1,137
|
|
|
Total
|
|
Current
|
|
Non-current
|
||||||||||||||||||||||||
|
December 31, 2019
|
|
%
|
|
December 31, 2018
|
|
%
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||
Loans held for sale
|
$
|
225,013
|
|
|
|
|
$
|
188,143
|
|
|
|
|
$
|
225,013
|
|
|
$
|
188,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate loans
|
$
|
659
|
|
|
—
|
%
|
|
$
|
632
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
659
|
|
|
$
|
632
|
|
|||
Commercial and industrial
|
251,349
|
|
|
45
|
%
|
|
146,758
|
|
|
44
|
%
|
|
233,510
|
|
|
81,507
|
|
|
17,839
|
|
|
65,251
|
|
||||||
Consumer loans
|
302,714
|
|
|
55
|
%
|
|
188,391
|
|
|
56
|
%
|
|
125,067
|
|
|
89,899
|
|
|
177,647
|
|
|
98,492
|
|
||||||
Total loans
|
554,722
|
|
|
100
|
%
|
|
335,781
|
|
|
100
|
%
|
|
358,577
|
|
|
171,406
|
|
|
196,145
|
|
|
164,375
|
|
||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Allowance for loan losses
|
(36,682
|
)
|
|
|
|
(17,659
|
)
|
|
|
|
(36,682
|
)
|
|
(17,659
|
)
|
|
—
|
|
|
—
|
|
||||||||
Total loans receivable, net
|
$
|
518,040
|
|
|
|
|
$
|
318,122
|
|
|
|
|
321,895
|
|
|
153,747
|
|
|
196,145
|
|
|
164,375
|
|
||||||
Loans receivable, including loans held for sale (a)
|
|
|
|
|
|
|
|
|
$
|
546,908
|
|
|
$
|
341,890
|
|
|
$
|
196,145
|
|
|
$
|
164,375
|
|
(a)
|
The carrying value is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities. The fair value of loans receivable, including loans held for sale, was $759,125 and $510,543 at December 31, 2019 and 2018, respectively.
|
•
|
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
|
|
Commercial Real Estate Loans
|
|
Commercial & Industrial
|
|
Consumer Loans
|
|
Total
|
||||||||
December 31, 2017
|
$
|
13
|
|
|
$
|
2,800
|
|
|
$
|
2,424
|
|
|
$
|
5,237
|
|
Charge-offs
|
—
|
|
|
(2,772
|
)
|
|
(4,549
|
)
|
|
(7,321
|
)
|
||||
Recoveries
|
20
|
|
|
272
|
|
|
393
|
|
|
685
|
|
||||
Provision
|
(7
|
)
|
|
5,865
|
|
|
13,200
|
|
|
19,058
|
|
||||
December 31, 2018
|
26
|
|
|
6,165
|
|
|
11,468
|
|
|
17,659
|
|
||||
Charge-offs
|
—
|
|
|
(8,667
|
)
|
|
(17,918
|
)
|
|
(26,585
|
)
|
||||
Recoveries
|
22
|
|
|
461
|
|
|
1,752
|
|
|
2,235
|
|
||||
Provision
|
(24
|
)
|
|
12,961
|
|
|
30,436
|
|
|
43,373
|
|
||||
December 31, 2019
|
$
|
24
|
|
|
$
|
10,920
|
|
|
$
|
25,738
|
|
|
$
|
36,682
|
|
December 31, 2019
|
Commercial Real Estate Loans
|
|
Commercial & Industrial
|
|
Consumer Loans
|
|
Total
|
||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
12
|
|
|
$
|
360
|
|
|
$
|
—
|
|
|
$
|
372
|
|
Collectively evaluated for impairment
|
12
|
|
|
10,560
|
|
|
25,738
|
|
|
36,310
|
|
||||
Total
|
$
|
24
|
|
|
$
|
10,920
|
|
|
$
|
25,738
|
|
|
$
|
36,682
|
|
Outstanding loan balances:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
12
|
|
|
$
|
2,706
|
|
|
$
|
—
|
|
|
$
|
2,718
|
|
Collectively evaluated for impairment
|
647
|
|
|
248,643
|
|
|
302,714
|
|
|
552,004
|
|
||||
Total
|
$
|
659
|
|
|
$
|
251,349
|
|
|
$
|
302,714
|
|
|
$
|
554,722
|
|
December 31, 2018
|
Commercial Real Estate Loans
|
|
Commercial & Industrial
|
|
Consumer Loans
|
|
Total
|
||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
15
|
|
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
124
|
|
Collectively evaluated for impairment
|
11
|
|
|
6,056
|
|
|
11,468
|
|
|
17,535
|
|
||||
Total
|
$
|
26
|
|
|
$
|
6,165
|
|
|
$
|
11,468
|
|
|
$
|
17,659
|
|
Outstanding loan balances:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
15
|
|
|
$
|
3,851
|
|
|
$
|
—
|
|
|
$
|
3,866
|
|
Collectively evaluated for impairment
|
617
|
|
|
142,907
|
|
|
188,391
|
|
|
331,915
|
|
||||
Total
|
$
|
632
|
|
|
$
|
146,758
|
|
|
$
|
188,391
|
|
|
$
|
335,781
|
|
December 31, 2019
|
Current
|
|
30-89 Days
Past Due |
|
90+ Days
Past Due |
|
Total
Past Due |
|
Total Loans
|
|
Recorded
Investment In Accruing Loans 90+ Days Past Due |
|
Nonaccrual
Loans That Are Current (a) |
||||||||||||||
Commercial real estate loans
|
$
|
659
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
659
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial and industrial
|
238,025
|
|
|
8,362
|
|
|
4,962
|
|
|
13,324
|
|
|
251,349
|
|
|
4,962
|
|
|
—
|
|
|||||||
Consumer loans
|
292,394
|
|
|
7,231
|
|
|
3,089
|
|
|
10,320
|
|
|
302,714
|
|
|
3,089
|
|
|
—
|
|
|||||||
Total loans
|
$
|
531,078
|
|
|
$
|
15,593
|
|
|
$
|
8,051
|
|
|
$
|
23,644
|
|
|
$
|
554,722
|
|
|
$
|
8,051
|
|
|
$
|
—
|
|
December 31, 2018
|
Current
|
|
30-89 Days
Past Due |
|
90+ Days
Past Due |
|
Total
Past Due |
|
Total Loans
|
|
Recorded
Investment In Accruing Loans 90+ Days Past Due |
|
Nonaccrual
Loans That Are Current (a) |
||||||||||||||
Commercial real estate loans
|
$
|
632
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
632
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial and industrial
|
140,616
|
|
|
3,755
|
|
|
2,387
|
|
|
6,142
|
|
|
146,758
|
|
|
2,387
|
|
|
—
|
|
|||||||
Consumer loans
|
184,502
|
|
|
2,950
|
|
|
939
|
|
|
3,889
|
|
|
188,391
|
|
|
939
|
|
|
—
|
|
|||||||
Total loans
|
$
|
325,750
|
|
|
$
|
6,705
|
|
|
$
|
3,326
|
|
|
$
|
10,031
|
|
|
$
|
335,781
|
|
|
$
|
3,326
|
|
|
$
|
—
|
|
(a)
|
Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.
|
•
|
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 currently 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.
|
December 31, 2019
|
Non - Graded
|
|
Pass
|
|
Special
Mention |
|
Sub-
standard |
|
Doubtful
|
|
Total Loans
|
||||||||||||
Commercial real estate loans
|
$
|
—
|
|
|
$
|
647
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
659
|
|
Commercial and industrial
|
234,560
|
|
|
14,083
|
|
|
—
|
|
|
2,706
|
|
|
—
|
|
|
251,349
|
|
||||||
Consumer loans
|
302,714
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
302,714
|
|
||||||
Total loans
|
$
|
537,274
|
|
|
$
|
14,730
|
|
|
$
|
—
|
|
|
$
|
2,718
|
|
|
$
|
—
|
|
|
$
|
554,722
|
|
December 31, 2018
|
Non - Graded
|
|
Pass
|
|
Special
Mention |
|
Sub-
standard |
|
Doubtful
|
|
Total Loans
|
||||||||||||
Commercial real estate loans
|
$
|
—
|
|
|
$
|
617
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
632
|
|
Commercial and industrial
|
79,851
|
|
|
62,317
|
|
|
739
|
|
|
3,851
|
|
|
—
|
|
|
146,758
|
|
||||||
Consumer loans
|
188,391
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188,391
|
|
||||||
Total loans
|
$
|
268,242
|
|
|
$
|
62,934
|
|
|
$
|
739
|
|
|
$
|
3,866
|
|
|
$
|
—
|
|
|
$
|
335,781
|
|
|
|
|
Recorded Investment
|
|
|
|
|
|
|
||||||||||||||
December 31, 2019
|
Unpaid Principal
Balance |
|
With No
Allowance |
|
With
Allowance |
|
Total Recorded
Investment |
|
Related
Allowance |
|
Average Recorded
Investment |
||||||||||||
Commercial real estate loans
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
14
|
|
Commercial and industrial
|
2,706
|
|
|
—
|
|
|
2,706
|
|
|
2,706
|
|
|
360
|
|
|
2,746
|
|
||||||
Total loans
|
$
|
2,718
|
|
|
$
|
—
|
|
|
$
|
2,718
|
|
|
$
|
2,718
|
|
|
$
|
372
|
|
|
$
|
2,760
|
|
|
|
|
Recorded Investment
|
|
|
|
|
|
|
||||||||||||||
December 31, 2018
|
Unpaid Principal
Balance |
|
With No
Allowance |
|
With
Allowance |
|
Total Recorded
Investment |
|
Related
Allowance |
|
Average Recorded
Investment |
||||||||||||
Commercial real estate loans
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
16
|
|
Commercial and industrial
|
3,851
|
|
|
—
|
|
|
3,851
|
|
|
3,851
|
|
|
109
|
|
|
3,878
|
|
||||||
Total loans
|
$
|
3,866
|
|
|
$
|
—
|
|
|
$
|
3,866
|
|
|
$
|
3,866
|
|
|
$
|
124
|
|
|
$
|
3,894
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Finished products
|
$
|
58,741
|
|
|
$
|
55,723
|
|
In-process
|
31,378
|
|
|
25,392
|
|
||
Raw materials
|
51,910
|
|
|
58,569
|
|
||
Fine and fabricated precious metal in various stages of completion
|
29,202
|
|
|
20,790
|
|
||
|
171,231
|
|
|
160,474
|
|
||
LIFO reserve
|
(3,398
|
)
|
|
(1,624
|
)
|
||
Total
|
$
|
167,833
|
|
|
$
|
158,850
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Supplemental inventory information:
|
|
|
|
||||
Precious metals stated at LIFO cost
|
$
|
15,660
|
|
|
$
|
9,538
|
|
Precious metals stated under non-LIFO cost methods, primarily at fair value
|
10,144
|
|
|
9,628
|
|
||
Market value per ounce:
|
|
|
|
||||
Silver
|
17.86
|
|
|
15.51
|
|
||
Gold
|
1,522.14
|
|
|
1,281.65
|
|
||
Palladium
|
1,935.19
|
|
|
1,263.00
|
|
|
Diversified Industrial
|
|
Energy
|
|
Financial Services
|
|
Corporate and Other
|
|
Total
|
||||||||||
Balance at December 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross goodwill
|
$
|
205,765
|
|
|
$
|
67,143
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
272,989
|
|
Accumulated impairments
|
(24,254
|
)
|
|
(64,790
|
)
|
|
—
|
|
|
—
|
|
|
(89,044
|
)
|
|||||
Net goodwill
|
181,511
|
|
|
2,353
|
|
|
—
|
|
|
81
|
|
|
183,945
|
|
|||||
Acquisitions (a), (b)
|
2,403
|
|
|
—
|
|
|
6,515
|
|
|
—
|
|
|
8,918
|
|
|||||
Impairments (c)
|
(41,853
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,853
|
)
|
|||||
Currency translation adjustments
|
(1,384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,384
|
)
|
|||||
Balance at December 31, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross goodwill
|
206,784
|
|
|
67,143
|
|
|
6,515
|
|
|
81
|
|
|
280,523
|
|
|||||
Accumulated impairments
|
(66,107
|
)
|
|
(64,790
|
)
|
|
—
|
|
|
—
|
|
|
(130,897
|
)
|
|||||
Net goodwill
|
$
|
140,677
|
|
|
$
|
2,353
|
|
|
$
|
6,515
|
|
|
$
|
81
|
|
|
$
|
149,626
|
|
(a)
|
Diversified Industrial - Purchase price adjustments related to the 2018 Dunmore acquisition. See Note 5 - "Acquisitions" for additional information.
|
(b)
|
Financial Services - Goodwill related to the National Partners acquisition. See Note 5 - "Acquisitions" for additional information.
|
(c)
|
As a result of declines in customer demand and the performance of the packaging business, which includes the operations of API and Dunmore, which are included in the Diversified Industrial segment, the Company determined that it was more likely than not that the fair value of the packaging business was below its carrying amount as of September 30, 2019. Accordingly, the Company performed an assessment using a discounted cash flow method with consideration of market comparisons, and determined that the fair value of the packaging business was less than its carrying amount. The Company fully impaired the packaging business' goodwill as of September 30, 2019 and recorded a $41,853 charge in Goodwill impairment charges in the accompanying consolidated statement of operations for the year ended December 31, 2019.
|
|
Diversified Industrial
|
|
Energy
|
|
Financial Services
|
|
Corporate and Other
|
|
Total
|
||||||||||
Balance at December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross goodwill
|
$
|
193,530
|
|
|
$
|
65,548
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
259,159
|
|
Accumulated impairments
|
(24,254
|
)
|
|
(64,790
|
)
|
|
—
|
|
|
—
|
|
|
(89,044
|
)
|
|||||
Net goodwill
|
169,276
|
|
|
758
|
|
|
—
|
|
|
81
|
|
|
170,115
|
|
|||||
Acquisitions (a)
|
13,006
|
|
|
1,595
|
|
|
—
|
|
|
—
|
|
|
14,601
|
|
|||||
Currency translation adjustments
|
(771
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(771
|
)
|
|||||
Balance at December 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross goodwill
|
205,765
|
|
|
67,143
|
|
|
—
|
|
|
81
|
|
|
272,989
|
|
|||||
Accumulated impairments
|
(24,254
|
)
|
|
(64,790
|
)
|
|
—
|
|
|
—
|
|
|
(89,044
|
)
|
|||||
Net goodwill
|
$
|
181,511
|
|
|
$
|
2,353
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
183,945
|
|
(a)
|
Goodwill related to the 2018 Dunmore acquisition and purchase price adjustments related to the 2017 Basin Well Logging Wireline Services, Inc. acquisition in the Energy segment. See Note 5 - "Acquisitions" for additional information on the Company's acquisitions.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer relationships
|
$
|
216,428
|
|
|
$
|
109,701
|
|
|
$
|
106,727
|
|
|
$
|
220,709
|
|
|
$
|
95,796
|
|
|
$
|
124,913
|
|
Trademarks, trade names and brand names
|
51,414
|
|
|
18,469
|
|
|
32,945
|
|
|
54,950
|
|
|
17,923
|
|
|
37,027
|
|
||||||
Developed technology, patents and patent applications
|
31,984
|
|
|
17,176
|
|
|
14,808
|
|
|
31,743
|
|
|
14,435
|
|
|
17,308
|
|
||||||
Other
|
17,963
|
|
|
13,850
|
|
|
4,113
|
|
|
17,884
|
|
|
13,591
|
|
|
4,293
|
|
||||||
Total
|
$
|
317,789
|
|
|
$
|
159,196
|
|
|
$
|
158,593
|
|
|
$
|
325,286
|
|
|
$
|
141,745
|
|
|
$
|
183,541
|
|
|
Customer Relationships
|
|
Trademarks, Trade Names and Brand
Names
|
|
Developed Technology, Patents and Patent Applications
|
|
Other
|
|
Total
|
||||||||||
2020
|
$
|
13,794
|
|
|
$
|
1,977
|
|
|
$
|
2,497
|
|
|
$
|
1,037
|
|
|
$
|
19,305
|
|
2021
|
13,822
|
|
|
1,977
|
|
|
2,212
|
|
|
1,053
|
|
|
19,064
|
|
|||||
2022
|
11,464
|
|
|
1,971
|
|
|
2,158
|
|
|
590
|
|
|
16,183
|
|
|||||
2023
|
10,134
|
|
|
1,941
|
|
|
2,158
|
|
|
353
|
|
|
14,586
|
|
|||||
2024
|
9,396
|
|
|
1,941
|
|
|
2,158
|
|
|
238
|
|
|
13,733
|
|
|||||
Thereafter
|
48,117
|
|
|
11,818
|
|
|
3,625
|
|
|
842
|
|
|
64,402
|
|
|||||
Total
|
$
|
106,727
|
|
|
$
|
21,625
|
|
|
$
|
14,808
|
|
|
$
|
4,113
|
|
|
$
|
147,273
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
18,244
|
|
|
$
|
18,547
|
|
Buildings and improvements
|
83,665
|
|
|
84,639
|
|
||
Machinery, equipment and other
|
423,909
|
|
|
416,130
|
|
||
Construction in progress
|
16,543
|
|
|
16,105
|
|
||
|
542,361
|
|
|
535,421
|
|
||
Accumulated depreciation
|
(280,084
|
)
|
|
(237,954
|
)
|
||
Property, plant and equipment, net
|
$
|
262,277
|
|
|
$
|
297,467
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Gross realized gains
|
$
|
13,687
|
|
|
$
|
16,499
|
|
Gross realized losses
|
(32,353
|
)
|
|
(5,129
|
)
|
||
Realized (losses) gains, net
|
$
|
(18,666
|
)
|
|
$
|
11,370
|
|
|
Ownership %
|
|
Long-Term Investments Balance
|
|
Loss (Income) Recorded in Statements of Operations
|
||||||||||||||||
|
December 31,
|
|
December 31,
|
|
Year Ended
December 31,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||
Corporate securities (a), (d)
|
|
|
|
|
$
|
186,777
|
|
|
$
|
159,841
|
|
|
$
|
(66,482
|
)
|
|
$
|
59,658
|
|
||
Collateralized debt securities
|
|
|
|
|
$
|
855
|
|
|
$
|
1,958
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
STCN convertible notes (b), (e)
|
|
|
|
|
$
|
11,839
|
|
|
$
|
14,943
|
|
|
$
|
3,104
|
|
|
$
|
(197
|
)
|
||
STCN preferred stock (c), (e)
|
|
|
|
|
$
|
39,178
|
|
|
$
|
39,420
|
|
|
$
|
876
|
|
|
$
|
(4,420
|
)
|
||
Equity method investments: (e)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
STCN common stock
|
29.4
|
%
|
|
29.6
|
%
|
|
26,547
|
|
|
31,457
|
|
|
$
|
4,404
|
|
|
$
|
12,320
|
|
||
Aviat Networks, Inc. ("Aviat")
|
12.4
|
%
|
|
12.4
|
%
|
|
9,417
|
|
|
8,881
|
|
|
$
|
(341
|
)
|
|
$
|
1,287
|
|
||
Other
|
43.8
|
%
|
|
43.8
|
%
|
|
1,223
|
|
|
1,223
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Long-term investments carried at fair value
|
|
|
|
|
275,836
|
|
|
257,723
|
|
|
|
|
|
||||||||
Other equity method investments (e)
|
|
|
|
|
—
|
|
|
321
|
|
|
$
|
—
|
|
|
$
|
519
|
|
||||
Total
|
|
|
|
|
$
|
275,836
|
|
|
$
|
258,044
|
|
|
|
|
|
(a)
|
Cost basis totaled $58,495 and $98,037 at December 31, 2019 and 2018, respectively, and gross unrealized gains totaled $128,282 and $61,804 at December 31, 2019 and 2018, respectively. Primarily includes the Company's investments in the common stock of $180,357, or 5.0%, and $4,989, or 3.0%, of Aerojet Rocketdyne Holdings, Inc. and Babcock & Wilcox Enterprises, Inc., respectively, as of December 31, 2019 and $147,297, or 5.3%, and $11,702, or 17.8%, respectively, as of December 31, 2018.
|
(b)
|
Represents investment in STCN convertible notes. The convertible notes outstanding as of December 31, 2018 matured on March 1, 2019. The Company entered into a new convertible note with STCN ("New Note") on February 28, 2019, which matures on March 1, 2024. The cost basis of the New Note totaled $14,943 as of December 31, 2019 and the gross unrealized loss was $3,104 as of December 31, 2019. The New Note is convertible into shares of STCN's common stock at an initial conversion rate of 421.2655 shares of common stock per $1,000 principal amount of the New Note (which is equivalent to an initial conversion price of approximately $2.37 per share), subject to adjustment upon the occurrence of certain events. The cost basis of the Company's prior investment was $13,262 as of December 31, 2018 and gross unrealized gains totaled $1,681 as of December 31, 2018. Changes in fair value are recorded in the Company's consolidated statements of operations as the Company elected the fair value option to account for this investment. The New Notes, if converted as of December 31, 2019, 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 49.2% of STCN's outstanding shares.
|
(c)
|
Represents investment in shares of STCN preferred stock with a cost basis of $35,634. Each share of preferred stock can be converted into shares of STCN's common stock at an initial conversion price equal to $1.96 per share, subject to adjustment upon the occurrence of certain events. Changes in fair value are recorded in the Company's consolidated statements of operations as the Company elected the fair value option to account for this investment.
|
(d)
|
Loss (income) from these investments is included in Realized and unrealized (gains) losses on securities, net in the consolidated statements of operations.
|
(e)
|
Loss (income) from these investments is included in Loss of associated companies, net of taxes in the consolidated statements of operations.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net gains (losses) recognized during the period on equity securities
|
$
|
47,315
|
|
|
$
|
(62,586
|
)
|
Less: Net (losses) gains recognized during the period on equity securities sold during the period
|
(18,666
|
)
|
|
11,370
|
|
||
Unrealized gains (losses) recognized during the period on equity securities still held at the end of the period
|
$
|
65,981
|
|
|
$
|
(73,956
|
)
|
•
|
STCN provides supply chain and logistics services to companies in the consumer electronics, communications, computing, medical devices, software and retail industries. STCN also owns IWCO Direct Holdings, Inc. ("IWCO"), a provider of data-driven marketing solutions that offers a full range of services including strategy, creative and execution for omnichannel marketing campaigns, along with postal logistics programs for direct mail.
|
•
|
Aviat designs, manufactures and sells a range of wireless networking solutions and services to mobile and fixed telephone service providers, private network operators, government agencies, transportation and utility companies, public safety agencies and broadcast system operators across the globe.
|
|
2019
|
|
2018
|
||||
Summary of balance sheet amounts:
|
|
|
|
||||
Current assets
|
$
|
213,324
|
|
|
$
|
264,281
|
|
Non-current assets
|
518,239
|
|
|
562,769
|
|
||
Total assets
|
$
|
731,563
|
|
|
$
|
827,050
|
|
Current liabilities
|
$
|
256,850
|
|
|
$
|
290,612
|
|
Non-current liabilities
|
386,835
|
|
|
393,618
|
|
||
Total liabilities
|
643,685
|
|
|
684,230
|
|
||
Contingently redeemable preferred stock
|
35,186
|
|
|
35,192
|
|
||
Equity
|
52,692
|
|
|
107,628
|
|
||
Total liabilities and equity
|
$
|
731,563
|
|
|
$
|
827,050
|
|
|
|
||||||
|
2019
|
|
2018
|
||||
Summary operating results:
|
|
|
|
||||
Revenue
|
$
|
819,830
|
|
|
$
|
645,258
|
|
Gross profit
|
149,730
|
|
|
101,259
|
|
||
Net (loss) income (a)
|
(66,727
|
)
|
|
36,715
|
|
(a)
|
Net income in the 2018 period was favorably impacted by an income tax benefit related to STCN's acquisition of IWCO in December 2017.
|
|
December 31, 2019
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains (Losses)
|
|
Estimated Fair Value
|
|
Carrying Value
|
||||||||
Collateralized securities
|
$
|
37,896
|
|
|
$
|
(3
|
)
|
|
$
|
37,893
|
|
|
$
|
37,896
|
|
|
|
|
|
|
|
|
|
||||||||
Contractual maturities within:
|
|
|
|
|
|
|
|
||||||||
One year to five years
|
|
|
|
|
|
|
23,339
|
|
|||||||
Five years to ten years
|
|
|
|
|
|
|
12,373
|
|
|||||||
After ten years
|
|
|
|
|
|
|
2,184
|
|
|||||||
Total
|
|
|
|
|
|
|
$
|
37,896
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2018
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains (Losses)
|
|
Estimated Fair Value
|
|
Carrying Value
|
||||||||
Collateralized securities
|
$
|
48,005
|
|
|
$
|
(119
|
)
|
|
$
|
47,886
|
|
|
$
|
48,005
|
|
|
|
|
|
|
|
|
|
||||||||
Contractual maturities within:
|
|
|
|
|
|
|
|
||||||||
One year to five years
|
|
|
|
|
|
|
22,866
|
|
|||||||
Five years to ten years
|
|
|
|
|
|
|
23,189
|
|
|||||||
After ten years
|
|
|
|
|
|
|
1,950
|
|
|||||||
Total
|
|
|
|
|
|
|
$
|
48,005
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Time deposits year of maturity:
|
|
|
|
||||
2019
|
$
|
—
|
|
|
$
|
310,577
|
|
2020
|
362,224
|
|
|
249,352
|
|
||
2021
|
109,111
|
|
|
30,000
|
|
||
2022
|
26,873
|
|
|
—
|
|
||
2023
|
—
|
|
|
—
|
|
||
2024
|
3,238
|
|
|
—
|
|
||
Total time deposits
|
501,446
|
|
|
589,929
|
|
||
Savings deposits
|
253,271
|
|
|
121,382
|
|
||
Total deposits (a)
|
$
|
754,717
|
|
|
$
|
711,311
|
|
Current
|
$
|
615,495
|
|
|
$
|
431,959
|
|
Long-term
|
139,222
|
|
|
279,352
|
|
||
Total deposits
|
$
|
754,717
|
|
|
$
|
711,311
|
|
(a)
|
WebBank has $8,281 of time deposits with balances greater than $250. The carrying value is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities. The fair value of deposits was $756,968 and $710,323 at December 31, 2019 and 2018, respectively.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Short-term debt:
|
|
|
|
||||
Foreign
|
$
|
3,197
|
|
|
$
|
3,094
|
|
Short-term debt
|
3,197
|
|
|
3,094
|
|
||
Long-term debt:
|
|
|
|
||||
Credit Agreement
|
399,755
|
|
|
472,495
|
|
||
Other debt - foreign
|
444
|
|
|
796
|
|
||
Other debt - domestic
|
5,145
|
|
|
5,604
|
|
||
Subtotal
|
405,344
|
|
|
478,895
|
|
||
Less portion due within one year
|
14,208
|
|
|
799
|
|
||
Long-term debt
|
391,136
|
|
|
478,096
|
|
||
Total debt
|
$
|
408,541
|
|
|
$
|
481,989
|
|
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
Long-term debt
|
|
$
|
405,344
|
|
|
$
|
14,208
|
|
|
$
|
10,309
|
|
|
$
|
380,827
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Balance, beginning of period
|
|
$
|
12,434
|
|
|
$
|
15,629
|
|
Settlement of short sales of corporate securities
|
|
(14,611
|
)
|
|
(3,100
|
)
|
||
Short sales of corporate securities
|
|
—
|
|
|
26
|
|
||
Net investment losses (gains)
|
|
2,177
|
|
|
(121
|
)
|
||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
12,434
|
|
Commodity
|
|
Amount
|
|
Notional Value
|
||
Silver
|
|
245,600 ounces
|
|
$
|
4,285
|
|
Gold
|
|
5,126 ounces
|
|
$
|
7,622
|
|
Palladium
|
|
834 ounces
|
|
$
|
1,560
|
|
Copper
|
|
250,000 pounds
|
|
$
|
659
|
|
Tin
|
|
20 metric tons
|
|
$
|
338
|
|
|
|
|
|
Fair Value of Derivative Assets (Liabilities)
|
||||||
|
|
|
|
December 31,
|
||||||
|
|
Balance Sheet Location
|
|
2019
|
|
2018
|
||||
Derivatives designated as ASC 815 hedges
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Accrued liabilities
|
|
$
|
(46
|
)
|
|
$
|
(14
|
)
|
Foreign exchange forward contracts
|
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
(95
|
)
|
Derivatives not designated as ASC 815 hedges
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
(81
|
)
|
Commodity contracts
|
|
Accrued liabilities
|
|
$
|
(335
|
)
|
|
$
|
(145
|
)
|
Economic interests in loans
|
|
Other non-current assets
|
|
$
|
18,633
|
|
|
$
|
17,156
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||
|
|
|
|
Year Ended December 31,
|
||||||
Derivatives Not Designated as Hedging Instruments:
|
|
Location of Gain (Loss) Recognized in Income
|
|
2019
|
|
2018
|
||||
Commodity contracts
|
|
Other (expense) income, net
|
|
$
|
(1,695
|
)
|
|
$
|
379
|
|
Foreign exchange forward contracts
|
|
Revenue/Cost of goods sold
|
|
228
|
|
|
241
|
|
||
Economic interests in loans
|
|
Revenue
|
|
14,801
|
|
|
14,559
|
|
||
Total derivatives
|
|
|
|
$
|
13,334
|
|
|
$
|
15,179
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Interest cost
|
$
|
21,819
|
|
|
$
|
20,999
|
|
Expected return on plan assets
|
(24,078
|
)
|
|
(27,703
|
)
|
||
Amortization of actuarial loss and prior service credit
|
10,374
|
|
|
9,888
|
|
||
Total
|
$
|
8,115
|
|
|
$
|
3,184
|
|
|
HNH Plans
|
|
API Plan
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at January 1
|
$
|
498,812
|
|
|
$
|
601,194
|
|
|
$
|
135,612
|
|
|
$
|
152,006
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
2,634
|
|
||||
Interest cost
|
17,933
|
|
|
17,276
|
|
|
3,886
|
|
|
3,723
|
|
||||
Actuarial loss (gain)
|
49,475
|
|
|
(75,503
|
)
|
|
14,312
|
|
|
(9,527
|
)
|
||||
Benefits paid
|
(40,331
|
)
|
|
(44,155
|
)
|
|
(5,358
|
)
|
|
(5,528
|
)
|
||||
Impact of foreign exchange rate
|
—
|
|
|
—
|
|
|
3,014
|
|
|
(7,696
|
)
|
||||
Benefit obligation at December 31
|
$
|
525,889
|
|
|
$
|
498,812
|
|
|
$
|
151,466
|
|
|
$
|
135,612
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
$
|
308,489
|
|
|
$
|
349,819
|
|
|
$
|
125,833
|
|
|
$
|
140,634
|
|
Actual returns on plan assets
|
41,499
|
|
|
(29,091
|
)
|
|
19,971
|
|
|
(2,984
|
)
|
||||
Benefits paid
|
(40,331
|
)
|
|
(44,155
|
)
|
|
(5,358
|
)
|
|
(5,528
|
)
|
||||
Company contributions
|
33,447
|
|
|
31,916
|
|
|
894
|
|
|
936
|
|
||||
Impact of foreign exchange rate
|
—
|
|
|
—
|
|
|
2,554
|
|
|
(7,225
|
)
|
||||
Fair value of plan assets at December 31
|
343,104
|
|
|
308,489
|
|
|
143,894
|
|
|
125,833
|
|
||||
Funded status
|
$
|
(182,785
|
)
|
|
$
|
(190,323
|
)
|
|
$
|
(7,572
|
)
|
|
$
|
(9,779
|
)
|
Accumulated benefit obligation ("ABO") for qualified defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
||||||
ABO at January 1
|
$
|
498,812
|
|
|
$
|
601,194
|
|
|
$
|
135,612
|
|
|
$
|
152,006
|
|
ABO at December 31
|
$
|
525,889
|
|
|
$
|
498,812
|
|
|
$
|
151,466
|
|
|
$
|
135,612
|
|
Amounts recognized on the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
||||||
Current liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current liability
|
(182,785
|
)
|
|
(190,323
|
)
|
|
(7,572
|
)
|
|
(9,779
|
)
|
||||
Total
|
$
|
(182,785
|
)
|
|
$
|
(190,323
|
)
|
|
$
|
(7,572
|
)
|
|
$
|
(9,779
|
)
|
|
2019
|
|
2018
|
||
Discount rates:
|
|
|
|
||
WHX Pension Plan
|
3.06
|
%
|
|
4.10
|
%
|
WHX Pension Plan II
|
2.97
|
%
|
|
4.00
|
%
|
JPS Pension Plan
|
2.93
|
%
|
|
4.09
|
%
|
API Pension Plan
|
2.10
|
%
|
|
2.90
|
%
|
|
HNH Plans
|
|
API Plan
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Prior service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,385
|
|
|
$
|
2,475
|
|
Net actuarial loss
|
238,418
|
|
|
220,778
|
|
|
4,459
|
|
|
5,551
|
|
||||
Accumulated other comprehensive loss
|
$
|
238,418
|
|
|
$
|
220,778
|
|
|
$
|
6,844
|
|
|
$
|
8,026
|
|
|
HNH Plans
|
|
API Plan
|
||||||||||||
|
Pension Benefits
|
|
Pension Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Current year actuarial (loss) gain
|
$
|
(27,875
|
)
|
|
$
|
23,933
|
|
|
$
|
1,479
|
|
|
$
|
1,300
|
|
Amortization of actuarial loss
|
10,235
|
|
|
9,888
|
|
|
—
|
|
|
—
|
|
||||
Current year prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,634
|
)
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
139
|
|
|
24
|
|
||||
Impact of foreign exchange rate
|
—
|
|
|
—
|
|
|
(436
|
)
|
|
367
|
|
||||
Total recognized in comprehensive (loss) income
|
$
|
(17,640
|
)
|
|
$
|
33,821
|
|
|
$
|
1,182
|
|
|
$
|
(943
|
)
|
|
HNH Plans
|
|
API Plan
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Projected benefit obligation
|
$
|
525,889
|
|
|
$
|
498,812
|
|
|
$
|
151,466
|
|
|
$
|
135,612
|
|
Accumulated benefit obligation
|
$
|
525,889
|
|
|
$
|
498,812
|
|
|
$
|
151,466
|
|
|
$
|
135,612
|
|
Fair value of plan assets
|
$
|
343,104
|
|
|
$
|
308,489
|
|
|
$
|
143,894
|
|
|
$
|
125,833
|
|
Fair Value Measurements as of December 31, 2019:
|
|
|
|
|
|
|
|
||||||||
|
Assets at Fair Value as of December 31, 2019
|
||||||||||||||
Asset Class
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. mid-cap
|
$
|
28,729
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,729
|
|
U.S. large-cap
|
91,785
|
|
|
—
|
|
|
—
|
|
|
91,785
|
|
||||
U.S. small-cap
|
1,252
|
|
|
—
|
|
|
—
|
|
|
1,252
|
|
||||
International large-cap
|
940
|
|
|
—
|
|
|
—
|
|
|
940
|
|
||||
Fixed income securities
|
1,823
|
|
|
—
|
|
|
—
|
|
|
1,823
|
|
||||
Foreign exchange contracts
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
||||
Mortgage and other asset-backed securities
|
—
|
|
|
11,870
|
|
|
—
|
|
|
11,870
|
|
||||
U.S. Government debt securities
|
—
|
|
|
8,831
|
|
|
—
|
|
|
8,831
|
|
||||
Corporate bonds and loans
|
—
|
|
|
33,084
|
|
|
—
|
|
|
33,084
|
|
||||
Convertible promissory notes
|
—
|
|
|
—
|
|
|
6,702
|
|
|
6,702
|
|
||||
Stock warrants
|
—
|
|
|
—
|
|
|
643
|
|
|
643
|
|
||||
Private company common stock
|
—
|
|
|
—
|
|
|
1,050
|
|
|
1,050
|
|
||||
Subtotal
|
$
|
124,529
|
|
|
$
|
53,863
|
|
|
$
|
8,395
|
|
|
186,787
|
|
|
Pension assets measured at net asset value (1)
|
|
|
|
|
|
|
|
||||||||
Hedge funds: (2)
|
|
|
|
|
|
|
|
||||||||
Equity long/short
|
|
|
|
|
|
|
60,057
|
|
|||||||
Event driven
|
|
|
|
|
|
|
6,614
|
|
|||||||
Value driven
|
|
|
|
|
|
|
26,702
|
|
|||||||
Private equity - asset based lending - maritime (3)
|
|
|
|
|
|
|
5,223
|
|
|||||||
Private equity - value oriented partnership investment fund (4)
|
|
|
|
|
|
|
6,805
|
|
|||||||
Private equity - growth oriented private companies (8)
|
|
|
|
|
|
|
11,060
|
|
|||||||
Private equity - revenue based lending (9)
|
|
|
|
|
|
|
1,259
|
||||||||
Funds of funds - long-term capital growth (5)
|
|
|
|
|
|
|
10,300
|
|
|||||||
Offshore feeder fund - Pan-Asia equity long/short (6)
|
|
|
|
|
|
|
5,070
|
|
|||||||
Insurance separate account (7)
|
|
|
|
|
|
|
13,464
|
|
|||||||
Total pension assets measured at net asset value
|
|
|
|
|
|
|
146,554
|
|
|||||||
Cash and cash equivalents
|
|
|
|
|
|
|
11,790
|
|
|||||||
Net payables
|
|
|
|
|
|
|
(2,027
|
)
|
|||||||
Total pension assets
|
|
|
|
|
|
|
$
|
343,104
|
|
Fair Value Measurements as of December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
|
Assets at Fair Value as of December 31, 2018
|
||||||||||||||
Asset Class
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. mid-cap
|
$
|
24,736
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,736
|
|
U.S. large-cap
|
75,859
|
|
|
—
|
|
|
—
|
|
|
75,859
|
|
||||
U.S. small-cap
|
1,099
|
|
|
—
|
|
|
—
|
|
|
1,099
|
|
||||
International large-cap
|
918
|
|
|
—
|
|
|
—
|
|
|
918
|
|
||||
Fixed income securities
|
2,111
|
|
|
—
|
|
|
—
|
|
|
2,111
|
|
||||
Foreign exchange contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Mortgage and other asset-backed securities
|
—
|
|
|
15,934
|
|
|
—
|
|
|
15,934
|
|
||||
U.S. Government debt securities
|
—
|
|
|
10,161
|
|
|
—
|
|
|
10,161
|
|
||||
Corporate bonds and loans
|
—
|
|
|
34,117
|
|
|
—
|
|
|
34,117
|
|
||||
Convertible promissory notes
|
—
|
|
|
—
|
|
|
4,202
|
|
|
4,202
|
|
||||
Stock warrants
|
—
|
|
|
—
|
|
|
193
|
|
|
193
|
|
||||
Private company common stock
|
—
|
|
|
—
|
|
|
1,050
|
|
|
1,050
|
|
||||
Subtotal
|
$
|
104,723
|
|
|
$
|
60,212
|
|
|
$
|
5,445
|
|
|
170,380
|
|
|
Pension assets measured at net asset value (1)
|
|
|
|
|
|
|
|
||||||||
Hedge funds: (2)
|
|
|
|
|
|
|
|
||||||||
Equity long/short
|
|
|
|
|
|
|
50,777
|
|
|||||||
Event driven
|
|
|
|
|
|
|
27,028
|
|
|||||||
Value driven
|
|
|
|
|
|
|
18,995
|
|
|||||||
Private equity - asset based lending - maritime (3)
|
|
|
|
|
|
|
9,498
|
|
|||||||
Private equity - value oriented partnership investment fund (4)
|
|
|
|
|
|
|
4,102
|
|
|||||||
Funds of funds - long-term capital growth (5)
|
|
|
|
|
|
|
14,945
|
|
|||||||
Offshore feeder fund - Pan-Asia equity long/short (6)
|
|
|
|
|
|
|
4,243
|
|
|||||||
Insurance separate account (7)
|
|
|
|
|
|
|
12,328
|
|
|||||||
Total pension assets measured at net asset value
|
|
|
|
|
|
|
141,916
|
|
|||||||
Cash and cash equivalents
|
|
|
|
|
|
|
4,738
|
|
|||||||
Net payables
|
|
|
|
|
|
|
(8,545
|
)
|
|||||||
Total pension assets
|
|
|
|
|
|
|
$
|
308,489
|
|
(1)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.
|
(2)
|
Hedge funds and common trust funds are comprised of shares or units in commingled funds that may not be publicly traded. The underlying assets in these funds are primarily publicly traded equity securities and fixed income securities.
|
(3)
|
The limited partnership is a direct lending private debt fund, which serves as an alternative source of liquidity for the shipping industry.
|
(4)
|
The limited partnership's strategy is to build a concentrated portfolio of 8-10 companies with $100 to $1,000 of equity allocated per investment. Investments will be control positions of minority stakes with significant protections and influence. The strategy will focus on the North American and Asian financial, industrial, energy, consumer and business service sectors.
|
(5)
|
The limited partnership operates as a fund of funds. The underlying assets in this fund are generally expected to be illiquid. The limited partnership's investment strategy is to seek above-average rates of return and long-term capital growth by investing in a broad range of investments, including, but not limited to, global distressed corporate securities, activist equities, value equities, post-reorganizational equities, municipal bonds, high yield bonds, leveraged loans, unsecured debt, collateralized debt obligations, mortgage-backed securities, commercial mortgage-backed securities, direct lending and sovereign debt.
|
(6)
|
The offshore feeder fund's Pan-Asia strategy employs a value-oriented and concentrated approach with a long-term horizon and seeks to build a portfolio of independent long and short positions with access to small/mid-cap opportunities.
|
(7)
|
The JPS Pension Plan holds a deposit administration group annuity contract with an immediate participation guarantee from Transamerica Life Insurance Company ("TFLIC"). The TFLIC contract unconditionally guarantees benefits to certain salaried JPS Pension Plan participants earned through June 30, 1984 in the pension plan of a predecessor employer. The assets deposited under the contract are held in a separate custodial account ("TFLIC Assets"). If the TFLIC Assets decrease to the level of the trigger point (as defined in the contract), which represents the guaranteed benefit obligation representing the accumulated plan benefits as of June 30, 1984, TFLIC has the right to cause annuities to be purchased for the individuals covered by these contract agreements. No annuities have been purchased for the individuals covered by these contract arrangements.
|
(8)
|
The partnership's investment strategy is focused primarily on private growth-oriented companies and value-added investments in lower middle-market high growth industries. It is committed to providing long-term opportunities and investing in both debt and equity.
|
(9)
|
The limited partnership's investment strategy is to achieve superior returns by creating a portfolio of high yield, secured, revenue-based loans to established private companies. The general partner intends to target private companies that generate between $4,000 and $75,000 in annual revenue.
|
Fair Value Measurements as of December 31, 2019:
|
|
|
|
|
|
|
|
||||||||
|
Assets at Fair Value as of December 31, 2019
|
||||||||||||||
Asset Class
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equities
|
$
|
49,062
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49,062
|
|
Bonds
|
—
|
|
|
28,088
|
|
|
—
|
|
|
28,088
|
|
||||
Property
|
—
|
|
|
14,702
|
|
|
—
|
|
|
14,702
|
|
||||
Liability-driven instrument (1)
|
—
|
|
|
34,855
|
|
|
—
|
|
|
34,855
|
|
||||
Private markets
|
—
|
|
|
—
|
|
|
12,012
|
|
|
12,012
|
|
||||
Cash and cash equivalents
|
5,175
|
|
|
—
|
|
|
—
|
|
|
5,175
|
|
||||
Total pension assets
|
$
|
54,237
|
|
|
$
|
77,645
|
|
|
$
|
12,012
|
|
|
$
|
143,894
|
|
Fair Value Measurements as of December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
|
Assets at Fair Value as of December 31, 2018
|
||||||||||||||
Asset Class
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equities
|
$
|
38,814
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,814
|
|
Bonds
|
—
|
|
|
13,605
|
|
|
—
|
|
|
13,605
|
|
||||
Property
|
—
|
|
|
13,457
|
|
|
—
|
|
|
13,457
|
|
||||
Liability-driven instrument (1)
|
—
|
|
|
38,639
|
|
|
—
|
|
|
38,639
|
|
||||
Private markets
|
—
|
|
|
—
|
|
|
13,824
|
|
|
13,824
|
|
||||
Cash and cash equivalents
|
7,494
|
|
|
—
|
|
|
—
|
|
|
7,494
|
|
||||
Total pension assets
|
$
|
46,308
|
|
|
$
|
65,701
|
|
|
$
|
13,824
|
|
|
$
|
125,833
|
|
(1)
|
Represents investments in pooled funds. This is a method of investing whereby a portfolio of assets is built with the objective of moving in-line with liabilities. The assets are typically derivative instruments based on government bonds or instruments called swaps which are exposed to the same liability sensitivities (interest rates and inflation) as the pension liabilities.
|
Year Ended December 31, 2019
|
Convertible Promissory Notes
|
|
Stock Warrants
|
|
Private Company Common Stock
|
|
Total
|
||||||||
Beginning balance as of January 1, 2019
|
$
|
4,202
|
|
|
$
|
193
|
|
|
$
|
1,050
|
|
|
$
|
5,445
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gains or losses included in changes in net assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Purchases, issuances, sales and settlements
|
|
|
|
|
|
|
|
||||||||
Purchases
|
2,500
|
|
|
450
|
|
|
—
|
|
|
2,950
|
|
||||
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance as of December 31, 2019
|
$
|
6,702
|
|
|
$
|
643
|
|
|
$
|
1,050
|
|
|
$
|
8,395
|
|
Class Name
|
|
Description
|
|
Fair Value December 31, 2019
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||||
Hedge funds
|
|
Global long short feeder fund
|
|
$
|
11,713
|
|
|
$
|
—
|
|
|
Monthly (1)
|
|
90 days
|
Hedge funds
|
|
US long small cap value hedge fund
|
|
10,637
|
|
|
—
|
|
|
Quarterly (2)
|
|
90 days
|
||
Hedge funds
|
|
International equity long/short hedge fund
|
|
12,331
|
|
|
—
|
|
|
Quarterly (3)
|
|
90 days (3)
|
||
Private equity
|
|
Growth oriented private companies
|
|
5,322
|
|
|
—
|
|
|
(4)
|
|
(4)
|
||
Hedge funds
|
|
Value driven hedge fund
|
|
26,702
|
|
|
—
|
|
|
(5)
|
|
6 months
|
||
Fund of Funds
|
|
Long-term capital growth
|
|
10,300
|
|
|
20,581
|
|
|
(6)
|
|
95 days
|
||
Hedge funds
|
|
Equity long/short hedge funds
|
|
11,714
|
|
|
—
|
|
|
(7)
|
|
60 days
|
||
Hedge funds
|
|
Event driven hedge funds
|
|
6,614
|
|
|
—
|
|
|
(19)
|
|
(19)
|
||
Insurance separate account
|
|
Insurance separate account
|
|
13,464
|
|
|
—
|
|
|
(8)
|
|
(8)
|
||
Private equity
|
|
Asset-based lending - maritime
|
|
5,223
|
|
|
2
|
|
|
(9)
|
|
(9)
|
||
Private equity
|
|
Value oriented partnership investment fund
|
|
6,805
|
|
|
6,250
|
|
|
(10)
|
|
(10)
|
||
Offshore feeder fund
|
|
Pan-Asia equity long/short
|
|
5,070
|
|
|
|
|
(11)
|
|
60 days
|
|||
Private equity
|
|
Revenue-based lending
|
|
1,259
|
|
|
6,875
|
|
|
(14)
|
|
(14)
|
||
Hedge funds
|
|
Equity long/short hedge funds
|
|
2,424
|
|
|
—
|
|
|
Quarterly (13)
|
|
60 days
|
||
Hedge funds
|
|
Equity long/short hedge funds
|
|
4,380
|
|
|
—
|
|
|
Quarterly (12)
|
|
90 days
|
||
Hedge funds
|
|
Equity long/short hedge funds
|
|
2,705
|
|
|
—
|
|
|
Quarterly (15)
|
|
60 days
|
||
Hedge funds
|
|
Equity long/short hedge funds
|
|
4,153
|
|
|
—
|
|
|
Quarterly (16)
|
|
90 days
|
||
Private equity
|
|
Growth oriented private companies
|
|
3,709
|
|
|
1,290
|
|
|
(17)
|
|
(17)
|
||
Private equity
|
|
Growth oriented private companies
|
|
2,029
|
|
|
—
|
|
|
(18)
|
|
(18)
|
Class Name
|
|
Description
|
|
Fair Value December 31, 2018
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||||
Hedge funds
|
|
Global long short feeder fund
|
|
$
|
9,499
|
|
|
$
|
—
|
|
|
Monthly (1)
|
|
90 days
|
Hedge funds
|
|
US long small cap value hedge fund
|
|
9,775
|
|
|
—
|
|
|
Quarterly (2)
|
|
90 days
|
||
Hedge funds
|
|
International equity long/short hedge fund
|
|
11,680
|
|
|
—
|
|
|
Quarterly (3)
|
|
90 days (3)
|
||
Hedge funds
|
|
Multi-strategy hedge fund
|
|
3,630
|
|
|
1,750
|
|
|
(4)
|
|
(4)
|
||
Hedge funds
|
|
Value driven hedge fund
|
|
18,995
|
|
|
—
|
|
|
(5)
|
|
6 months
|
||
Fund of funds
|
|
Long-term capital growth
|
|
14,945
|
|
|
22,222
|
|
|
(6)
|
|
95 days
|
||
Hedge funds
|
|
Equity long/short hedge funds
|
|
10,507
|
|
|
—
|
|
|
(7)
|
|
60 days
|
||
Hedge funds
|
|
Event driven hedge funds
|
|
27,028
|
|
|
—
|
|
|
Monthly
|
|
90 days
|
||
Insurance separate account
|
|
Insurance separate account
|
|
12,328
|
|
|
—
|
|
|
(8)
|
|
(8)
|
||
Private equity
|
|
Asset-based lending-maritime
|
|
9,498
|
|
|
51
|
|
|
(9)
|
|
(9)
|
||
Private equity
|
|
Value oriented partnership investment fund
|
|
4,102
|
|
|
8,500
|
|
|
(10)
|
|
(10)
|
||
Offshore feeder fund
|
|
Pan-Asia equity long/short
|
|
4,243
|
|
|
—
|
|
|
(11)
|
|
60 days
|
||
Hedge funds
|
|
Equity long/short hedge funds
|
|
3,689
|
|
|
—
|
|
|
Quarterly (12)
|
|
90 days
|
||
Hedge funds
|
|
Equity long/short hedge funds
|
|
1,997
|
|
|
—
|
|
|
Quarterly (13)
|
|
60 days
|
||
Private equity
|
|
Revenue-based lending
|
|
—
|
|
|
7,750
|
|
|
(14)
|
|
(14)
|
(1)
|
3 year lock up and 5% redemption fee if under 3 years. Notice for redemption is 90 days prior to expiry of lock up period. Annual limited redemption of 20% per shareholder in any twelve month period, subject to 30 days' notice.
|
(2)
|
Maximum withdrawal is 25%. Can withdraw 100% over 4 consecutive calendar quarters in 25% increments.
|
(3)
|
Redemptions are subject to (i) a rolling thirty-six month holding period and (ii) a one-quarter investor level gate. There is a holdback of 10% upon complete distribution until completion of the audit of the fund for that year, without interest.
|
(4)
|
Limited partnership formed in 2017. Commitment of $5,000, no right to withdraw. The fund has a four years duration with the option for two additional 1 year extensions.
|
(5)
|
5 year staggered lockup period. May redeem one-third of the investment on each of December 31, 2020, 2021 and 2022.
|
(6)
|
Each capital commitment is subject to a commitment period of 3 years during which capital may be drawn-down, subject to two 1-year extensions. During the commitment period, no withdrawals are permitted. Once permitted, withdrawals of available liquidity in underlying investment vehicles are permitted quarterly. The fund-of-funds will not invest in any fund or investment vehicle that has an initial lock-up period of more than 5 years. Upon complete redemption, a holdback of up to 10% is withheld and paid after the fund's financial statement audit.
|
(7)
|
Redeemable annually subject to 3 years rolling, staggered lock up period. Upon complete redemption, a holdback of up to 10% is withheld and paid after the fund's financial statement audit.
|
(8)
|
Except for benefit payments to participants and beneficiaries and related expenses, withdrawals are restricted for substantially all of the assets in the account, as defined in the contract. However, a suspension or transfer can be requested with 30 days' notice. When funds are exhausted either by benefit payments, purchase of annuity contracts or transfer, the related contract terminates.
|
(9)
|
Entered into an agreement effective December 15, 2016 with a commitment of $10,000. The agreement contains a commitment period of 3 years, subject to an extension of up to one additional year. Voluntary withdrawals are not permitted. Complete distributions will be made after 8 years, subject to an extension of an additional 2 years.
|
(10)
|
Entered into an agreement effective September 8, 2016 for a commitment of $12,500 to a limited partnership private equity fund. $6,250 of capital has been called as of December 31, 2019. Voluntary withdrawals will not be permitted. Complete distributions will be made after 10 years, subject to an extension of an additional 1 year. The agreement provided for loans to the fund, and as of December 31, 2019, a $3,772 loan receivable was outstanding from the fund. Per the loan agreement, a loan exists until the partnership issues a drawdown notice. Upon issuance of a drawdown notice, a capital contribution to the partnership will be deemed to be made and deemed to have repaid the loan to the extent of the capital contribution.
|
(11)
|
3 year lock up. Optional annual limited redemption of 10% per shareholder, subject to 60 days' notice. 25% Master Fund level gate. Upon complete redemption, a holdback of up to 10% is withheld and paid after the fund's financial statement audit.
|
(12)
|
Maximum withdraw is 25% of the net asset value of the relevant class per quarter.
|
(13)
|
Entered into an agreement effective May 21, 2018 for a commitment of $2,000. 1 year lockup period for each capital contribution. Upon complete redemption, a holdback of 10% is withheld and paid after the fund's financial statement audit.
|
(14)
|
Entered into agreements effective October 31, 2018 which contain a $8,000 commitment with a commitment period between 3 and 4 years. Voluntary withdrawals are not permitted. Complete distributions will be made after 8 to 9 years, subject to two extensions in 1 year increments. On December 18, 2018, capital was called in the amount of $250 and is recorded as cash as of December 31, 2018.
|
(15)
|
Entered into an agreement effective February 1, 2019 for a commitment of $2,000. Maximum withdrawal is 25% of total capital account per quarter, subject to 60 days notice. Upon complete redemption, staggered percentages will be redeemed over 4 quarters, subject to a holdback of up to 10% withheld and paid after the fund's financial statement audit.
|
(16)
|
Entered into an agreement effective August 2, 2019 for a commitment of $3,000. Limited Partner has no right to withdraw from the Partnership, in whole or in part, until December 31, 2020. Upon complete redemption, a holdback of up to 5% is withheld and paid after the fund's financial statement audit.
|
(17)
|
Entered into an agreement effective August 15, 2019 for a commitment of $5,000. Limited Partner has no right to withdraw from the Partnership, in whole or in part, until three years from the date of the subscription. The capital can be withdrawn in the first year after the termination of commitment period, and each third year after such first year. The withdrawal notice must be delivered no more than 120 days and no less than 90 days prior to the start of permitted exit year.
|
(18)
|
Entered into an agreement effective July 17, 2019 for a commitment of $2,000, no right to withdrawal by the limited partner. The partnership continues until the earliest to occur: (a) election by the General Partner to wind-up and dissolve the partnership, (b) vote of two-thirds in interest of the limited partners within sixty days of the occurrence of an event constituting cause, or (c) withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner.
|
(19)
|
On October 28, 2019, the general partner provided a written notice of the termination and wind up of the fund. The fund commenced an orderly liquidation of its portfolio and anticipates 1) a cash distribution of approximately 40% of NAV by January 2020, 2) an in-kind distribution of the balance of the redemption proceeds to be concluded by May 2020, and 3) final payments (up to 10%) will be held and released approximately 10 days after a final liquidation audit.
|
Years
|
HNH Plans
|
|
API Plan
|
||||
2020
|
$
|
41,626
|
|
|
$
|
5,553
|
|
2021
|
40,539
|
|
|
5,915
|
|
||
2022
|
39,419
|
|
|
6,277
|
|
||
2023
|
38,259
|
|
|
6,666
|
|
||
2024
|
37,051
|
|
|
7,054
|
|
||
2025-2029
|
164,694
|
|
|
40,680
|
|
|
Unrealized gain (loss) on available-for-sale securities
|
|
Unrealized (loss) gain on derivative financial instruments
|
|
Cumulative translation adjustments
|
|
Change in net pension and other benefit obligations
|
|
Total
|
||||||||||
Balance at December 31, 2017
|
$
|
91,078
|
|
|
$
|
(119
|
)
|
|
$
|
(18,259
|
)
|
|
$
|
(177,085
|
)
|
|
$
|
(104,385
|
)
|
Net other comprehensive (loss) income attributable to common unitholders (a)
|
(274
|
)
|
|
(28
|
)
|
|
(4,693
|
)
|
|
24,247
|
|
|
19,252
|
|
|||||
Cumulative effect of adopting ASU 2016-01 relating to net unrealized gains and losses on equity securities (b)
|
(91,078
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,078
|
)
|
|||||
Acquisition of AOCI from noncontrolling interests
|
—
|
|
|
(130
|
)
|
|
(524
|
)
|
|
(379
|
)
|
|
(1,033
|
)
|
|||||
Balance at December 31, 2018
|
(274
|
)
|
|
(277
|
)
|
|
(23,476
|
)
|
|
(153,217
|
)
|
|
(177,244
|
)
|
|||||
Net other comprehensive income (loss) attributable to common unitholders (a)
|
—
|
|
|
263
|
|
|
(1,690
|
)
|
|
(12,751
|
)
|
|
(14,178
|
)
|
|||||
Balance at December 31, 2019
|
$
|
(274
|
)
|
|
$
|
(14
|
)
|
|
$
|
(25,166
|
)
|
|
$
|
(165,968
|
)
|
|
$
|
(191,422
|
)
|
(a)
|
Net of tax (benefit) provision of approximately $(4,252) and $8,349 for the years ended December 31, 2019 and 2018, respectively, principally related to changes in pension liabilities and other post-retirement benefit obligations.
|
(b)
|
Effective January 1, 2018 upon adoption of ASU 2016-01, a cumulative effect reclassification adjustment was made to remove the net unrealized gains and losses on equity securities from Accumulated other comprehensive loss and reclassify them to Partners' capital.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Income (loss) before income taxes and equity method investments
|
|
|
|
||||
Domestic
|
$
|
94,438
|
|
|
$
|
169
|
|
Foreign
|
(66,677
|
)
|
|
(9,591
|
)
|
||
Total
|
$
|
27,761
|
|
|
$
|
(9,422
|
)
|
|
|
|
|
||||
Income taxes:
|
|
|
|
||||
Current:
|
|
|
|
||||
Federal
|
$
|
(3,216
|
)
|
|
$
|
(1,160
|
)
|
State
|
3,751
|
|
|
7,518
|
|
||
Foreign
|
2,292
|
|
|
3,054
|
|
||
Total income taxes, current
|
2,827
|
|
|
9,412
|
|
||
Deferred:
|
|
|
|
|
|||
Federal
|
12,759
|
|
|
8,723
|
|
||
State
|
(787
|
)
|
|
(3,521
|
)
|
||
Foreign
|
1,066
|
|
|
(2,055
|
)
|
||
Total income taxes, deferred
|
13,038
|
|
|
3,147
|
|
||
Income tax provision
|
$
|
15,865
|
|
|
$
|
12,559
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Income (loss) before income taxes and equity method investments
|
$
|
27,761
|
|
|
$
|
(9,422
|
)
|
Federal income tax provision (benefit) at statutory rate
|
$
|
5,830
|
|
|
$
|
(1,978
|
)
|
Loss passed through to common unitholders (a)
|
7,005
|
|
|
5,794
|
|
||
|
12,835
|
|
|
3,816
|
|
||
State income taxes, net of federal effect
|
5,824
|
|
|
1,705
|
|
||
Change in valuation allowance
|
(11,280
|
)
|
|
6,317
|
|
||
Foreign tax rate differences
|
5,039
|
|
|
(59
|
)
|
||
Uncertain tax positions
|
111
|
|
|
150
|
|
||
Federal and state audits
|
(1,723
|
)
|
|
—
|
|
||
Impairment-related adjustments
|
3,031
|
|
|
—
|
|
||
Permanent differences and other
|
2,028
|
|
|
630
|
|
||
Income tax provision
|
$
|
15,865
|
|
|
$
|
12,559
|
|
(a)
|
Represents taxes at statutory rate on losses for which no tax benefit is recognizable by SPLP and certain of its subsidiaries which are taxed as pass-through entities. Such losses are allocable directly to SPLP's unitholders and taxed when realized.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Operating loss carryforwards (a)
|
$
|
116,458
|
|
|
$
|
136,940
|
|
Postretirement and postemployment employee benefits
|
46,039
|
|
|
50,306
|
|
||
Tax credit carryforwards
|
9,718
|
|
|
12,837
|
|
||
Accrued costs
|
8,038
|
|
|
4,970
|
|
||
Investment impairments and unrealized losses
|
5,082
|
|
|
6,282
|
|
||
Inventories
|
5,004
|
|
|
3,536
|
|
||
Environmental costs
|
3,166
|
|
|
3,299
|
|
||
Capital loss
|
13,503
|
|
|
8,459
|
|
||
Allowance for doubtful accounts and loan losses
|
8,094
|
|
|
4,460
|
|
||
Lease liabilities
|
8,860
|
|
|
—
|
|
||
Other
|
1,655
|
|
|
1,427
|
|
||
Gross deferred tax assets
|
225,617
|
|
|
232,516
|
|
||
|
|
|
|
||||
Deferred Tax Liabilities:
|
|
|
|
||||
Intangible assets
|
(25,897
|
)
|
|
(27,758
|
)
|
||
Fixed assets
|
(26,085
|
)
|
|
(24,542
|
)
|
||
Unrealized gain on investment
|
(18,359
|
)
|
|
(4,388
|
)
|
||
Right of use assets
|
(8,578
|
)
|
|
—
|
|
||
Other
|
(1,207
|
)
|
|
(2,715
|
)
|
||
Gross deferred tax liabilities
|
(80,126
|
)
|
|
(59,403
|
)
|
||
Valuation allowance (b)
|
(60,460
|
)
|
|
(79,298
|
)
|
||
Net deferred tax assets
|
$
|
85,031
|
|
|
$
|
93,815
|
|
|
|
|
|
||||
Classified on the Company's consolidated balance sheets as follows:
|
|
|
|
||||
Deferred tax assets
|
$
|
88,645
|
|
|
$
|
96,040
|
|
Deferred tax liabilities
|
3,614
|
|
|
2,225
|
|
||
|
$
|
85,031
|
|
|
$
|
93,815
|
|
(a)
|
The ability for certain subsidiaries to utilize net operating losses and other credit carryforwards may be subject to limitation upon changes in control.
|
(b)
|
Certain subsidiaries of the Company establish valuation allowances when they determine, based on their assessment, that it is more likely than not that certain deferred tax assets will not be fully realized. This assessment is based on, but not limited to, historical operating results, uncertainty in projections of taxable income and other uncertainties that may be specific to a particular business.
|
Balance at December 31, 2017
|
$
|
60,728
|
|
Additions for tax positions related to current year
|
977
|
|
|
Additions for tax positions related to prior years
|
1,413
|
|
|
Payments
|
(543
|
)
|
|
Reductions due to lapsed statutes of limitations and expiration of credits
|
(10,850
|
)
|
|
Balance at December 31, 2018
|
$
|
51,725
|
|
Additions for tax positions related to current year
|
995
|
|
|
Additions for tax positions related to prior years
|
69
|
|
|
Reductions due to lapsed statutes of limitations and expiration of credits
|
(4,082
|
)
|
|
Balance at December 31, 2019
|
$
|
48,707
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
3,853
|
|
|
$
|
(31,490
|
)
|
Net loss (income) attributable to noncontrolling interests in consolidated entities
|
97
|
|
|
(1,114
|
)
|
||
Net income (loss) attributable to common unitholders
|
$
|
3,950
|
|
|
$
|
(32,604
|
)
|
Net income (loss) per common unit - basic
|
|
|
|
||||
Net income (loss) attributable to common unitholders
|
$
|
0.16
|
|
|
$
|
(1.25
|
)
|
Net income (loss) per common unit – diluted
|
|
|
|
||||
Net income (loss) attributable to common unitholders
|
$
|
0.16
|
|
|
$
|
(1.25
|
)
|
Denominator for net income (loss) per common unit - basic
|
24,964,643
|
|
|
25,984,185
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Unvested restricted common units
|
566
|
|
|
—
|
|
||
Denominator for net income (loss) per common unit - diluted
|
24,965,209
|
|
|
25,984,185
|
|
December 31, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities (a)
|
$
|
170
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
220
|
|
Long-term investments (a)
|
222,178
|
|
|
—
|
|
|
53,658
|
|
|
275,836
|
|
||||
Precious metal and commodity inventories recorded at fair value
|
11,377
|
|
|
—
|
|
|
—
|
|
|
11,377
|
|
||||
Economic interests in loans
|
—
|
|
|
—
|
|
|
18,633
|
|
|
18,633
|
|
||||
Warrants
|
—
|
|
|
—
|
|
|
2,086
|
|
|
2,086
|
|
||||
Total
|
$
|
233,725
|
|
|
$
|
50
|
|
|
$
|
74,377
|
|
|
$
|
308,152
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts on precious metal and commodity inventories
|
$
|
—
|
|
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
381
|
|
Other precious metal liabilities
|
11,481
|
|
|
—
|
|
|
—
|
|
|
11,481
|
|
||||
Total
|
$
|
11,481
|
|
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
11,862
|
|
December 31, 2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities (a)
|
$
|
836
|
|
|
$
|
603
|
|
|
$
|
—
|
|
|
$
|
1,439
|
|
Long-term investments (a)
|
200,179
|
|
|
14,943
|
|
|
42,601
|
|
|
257,723
|
|
||||
Investments in certain funds
|
—
|
|
|
—
|
|
|
422
|
|
|
422
|
|
||||
Precious metal and commodity inventories recorded at fair value
|
9,884
|
|
|
—
|
|
|
—
|
|
|
9,884
|
|
||||
Economic interests in loans
|
—
|
|
|
—
|
|
|
17,156
|
|
|
17,156
|
|
||||
Foreign currency forward exchange contracts
|
—
|
|
|
275
|
|
|
—
|
|
|
275
|
|
||||
Warrants
|
—
|
|
|
—
|
|
|
1,738
|
|
|
1,738
|
|
||||
Total
|
$
|
210,899
|
|
|
$
|
15,821
|
|
|
$
|
61,917
|
|
|
$
|
288,637
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Financial instrument obligations
|
$
|
12,434
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,434
|
|
Commodity contracts on precious metal and commodity inventories
|
—
|
|
|
159
|
|
|
—
|
|
|
159
|
|
||||
Other precious metal liabilities
|
8,589
|
|
|
—
|
|
|
—
|
|
|
8,589
|
|
||||
Foreign currency forward exchange contracts
|
—
|
|
|
450
|
|
|
—
|
|
|
450
|
|
||||
Total
|
$
|
21,023
|
|
|
$
|
609
|
|
|
$
|
—
|
|
|
$
|
21,632
|
|
(a)
|
For additional detail of the marketable securities and long-term investments see Note 11 - "Investments."
|
|
Investments in Associated Companies (a)
|
|
Marketable Securities and Other (b)
|
|
Total
|
||||||
Assets
|
|
|
|
|
|
||||||
Balance at December 31, 2017
|
$
|
36,223
|
|
|
$
|
25,693
|
|
|
$
|
61,916
|
|
Purchases
|
—
|
|
|
2,482
|
|
|
2,482
|
|
|||
Sales and cash collections
|
—
|
|
|
(23,154
|
)
|
|
(23,154
|
)
|
|||
Realized gains on sale
|
—
|
|
|
18,704
|
|
|
18,704
|
|
|||
Unrealized gains
|
4,420
|
|
|
145
|
|
|
4,565
|
|
|||
Unrealized losses
|
—
|
|
|
(2,346
|
)
|
|
(2,346
|
)
|
|||
Balance at December 31, 2018
|
$
|
40,643
|
|
|
$
|
21,524
|
|
|
$
|
62,167
|
|
Purchases
|
14,943
|
|
|
932
|
|
|
15,875
|
|
|||
Sales and cash collections
|
—
|
|
|
(15,173
|
)
|
|
(15,173
|
)
|
|||
Realized gains on sale
|
—
|
|
|
14,853
|
|
|
14,853
|
|
|||
Unrealized gains
|
—
|
|
|
1
|
|
|
1
|
|
|||
Unrealized losses
|
(3,346
|
)
|
|
—
|
|
|
(3,346
|
)
|
|||
Balance at December 31, 2019
|
$
|
52,240
|
|
|
$
|
22,137
|
|
|
$
|
74,377
|
|
(a)
|
Unrealized gains and losses are recorded in Loss of associated companies, net of taxes in the Company's consolidated statements of operations.
|
(b)
|
Realized and unrealized gains and losses are recorded in Realized and unrealized (gains) losses on securities, net or Revenue in the Company's consolidated statements of operations.
|
|
Year Ended December 31,
|
||||||
Revenue:
|
2019
|
|
2018
|
||||
Diversified industrial
|
$
|
1,226,365
|
|
|
$
|
1,286,665
|
|
Energy
|
163,972
|
|
|
175,950
|
|
||
Financial services
|
171,434
|
|
|
121,999
|
|
||
Total
|
$
|
1,561,771
|
|
|
$
|
1,584,614
|
|
(Loss) income before interest expense and income taxes:
|
|
|
|
||||
Diversified industrial
|
$
|
(20,430
|
)
|
|
$
|
56,057
|
|
Energy
|
(1,850
|
)
|
|
(9,012
|
)
|
||
Financial services
|
68,560
|
|
|
54,544
|
|
||
Corporate and other
|
14,847
|
|
|
(81,286
|
)
|
||
Income before interest expense and income taxes
|
61,127
|
|
|
20,303
|
|
||
Interest expense
|
41,409
|
|
|
39,234
|
|
||
Income tax provision
|
15,865
|
|
|
12,559
|
|
||
Net income (loss)
|
$
|
3,853
|
|
|
$
|
(31,490
|
)
|
Loss of associated companies, net of taxes (included above):
|
|
|
|
||||
Corporate and other
|
$
|
(8,043
|
)
|
|
$
|
(9,509
|
)
|
Total
|
$
|
(8,043
|
)
|
|
$
|
(9,509
|
)
|
|
Year Ended December 31, 2019
|
||||||
|
Capital
Expenditures
|
|
Depreciation and
Amortization
|
||||
Diversified industrial
|
$
|
36,165
|
|
|
$
|
54,141
|
|
Energy
|
5,999
|
|
|
17,548
|
|
||
Financial services
|
710
|
|
|
423
|
|
||
Corporate and other
|
150
|
|
|
154
|
|
||
Total
|
$
|
43,024
|
|
|
$
|
72,266
|
|
|
|
|
|
||||
|
Year Ended December 31, 2018
|
||||||
|
Capital
Expenditures
|
|
Depreciation and
Amortization
|
||||
Diversified industrial
|
$
|
39,589
|
|
|
$
|
59,582
|
|
Energy
|
7,399
|
|
|
20,214
|
|
||
Financial services
|
85
|
|
|
397
|
|
||
Corporate and other
|
12
|
|
|
130
|
|
||
Total
|
$
|
47,085
|
|
|
$
|
80,323
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Identifiable Assets Employed:
|
|
|
|
|
||||
Diversified industrial
|
|
$
|
937,873
|
|
|
$
|
1,018,700
|
|
Energy
|
|
346,954
|
|
|
352,179
|
|
||
Financial services
|
|
996,082
|
|
|
924,763
|
|
||
Corporate and other
|
|
51,445
|
|
|
60,417
|
|
||
Total
|
|
$
|
2,332,354
|
|
|
$
|
2,356,059
|
|
|
|
2019
|
|
2018
|
||||||||||||
|
|
Revenue
|
|
Long-lived Assets
|
|
Revenue
|
|
Long-lived Assets
|
||||||||
Geographic information:
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
1,410,376
|
|
|
$
|
238,987
|
|
|
$
|
1,368,778
|
|
|
$
|
260,512
|
|
Foreign
|
|
151,395
|
|
|
28,668
|
|
|
215,836
|
|
|
42,949
|
|
||||
Total
|
|
$
|
1,561,771
|
|
|
$
|
267,655
|
|
|
$
|
1,584,614
|
|
|
$
|
303,461
|
|
|
|
|
|
|
Amount of Capital Required
|
||||||||||||||||||||||
|
Actual
|
|
For Capital Adequacy Purposes
|
|
Minimum Capital Adequacy With Capital Buffer
|
|
To Be Well Capitalized Under Prompt Corrective Provisions
|
||||||||||||||||||||
As of December 31, 2019
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||||||||
Total Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
$
|
178,930
|
|
|
19.50
|
%
|
|
$
|
73,525
|
|
|
8.00
|
%
|
|
$
|
96,502
|
|
|
10.50
|
%
|
|
$
|
91,907
|
|
|
10.00
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
$
|
167,131
|
|
|
18.20
|
%
|
|
$
|
55,144
|
|
|
6.00
|
%
|
|
$
|
78,121
|
|
|
8.50
|
%
|
|
$
|
73,525
|
|
|
8.00
|
%
|
Common Equity Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
$
|
167,131
|
|
|
18.20
|
%
|
|
$
|
41,358
|
|
|
4.50
|
%
|
|
$
|
64,335
|
|
|
7.00
|
%
|
|
$
|
59,739
|
|
|
6.50
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to average assets)
|
$
|
167,131
|
|
|
18.30
|
%
|
|
$
|
36,489
|
|
|
4.00
|
%
|
|
n/a
|
|
|
n/a
|
|
|
$
|
45,611
|
|
|
5.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
$
|
151,799
|
|
|
22.60
|
%
|
|
$
|
53,807
|
|
|
8.00
|
%
|
|
$
|
66,418
|
|
|
9.88
|
%
|
|
$
|
67,258
|
|
|
10.00
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
$
|
143,275
|
|
|
21.30
|
%
|
|
$
|
40,355
|
|
|
6.00
|
%
|
|
$
|
52,966
|
|
|
7.88
|
%
|
|
$
|
53,807
|
|
|
8.00
|
%
|
Common Equity Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to risk-weighted assets)
|
$
|
143,275
|
|
|
21.30
|
%
|
|
$
|
30,266
|
|
|
4.50
|
%
|
|
$
|
42,877
|
|
|
6.38
|
%
|
|
$
|
43,718
|
|
|
6.50
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(to average assets)
|
$
|
143,275
|
|
|
18.30
|
%
|
|
$
|
31,250
|
|
|
4.00
|
%
|
|
n/a
|
|
|
n/a
|
|
|
$
|
39,063
|
|
|
5.00
|
%
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
148,348
|
|
|
$
|
334,884
|
|
Restricted cash
|
—
|
|
|
12,434
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
148,348
|
|
|
$
|
347,318
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
51,605
|
|
|
$
|
40,773
|
|
Taxes
|
8,947
|
|
|
9,463
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Acquisition of iGo shares in exchange for Kasco equity
|
$
|
—
|
|
|
$
|
6,156
|
|
Contingent purchase price (future earn-out) associated with the Dunmore acquisition
|
—
|
|
|
3,800
|
|
||
Issuance of SPLP common units to purchase subsidiary shares from noncontrolling interests
|
—
|
|
|
3,159
|
|
||
Issuance of SPLP Preferred Units to purchase subsidiary shares from noncontrolling interests
|
—
|
|
|
3,812
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) Attributable to Common Unitholders
|
||||||||||||
Quarter
|
|
Revenue
|
|
Net Income (Loss)
|
|
Net Income (Loss) Attributable to Common Unitholders
|
|
Per Common Unit Basic
|
|
Per Common Unit Diluted
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
|
$
|
387,053
|
|
|
$
|
15,622
|
|
|
$
|
15,678
|
|
|
$
|
0.63
|
|
|
$
|
0.48
|
|
Second
|
|
414,203
|
|
|
21,034
|
|
|
21,063
|
|
|
0.84
|
|
|
0.61
|
|
|||||
Third (a)
|
|
396,342
|
|
|
(2,764
|
)
|
|
(2,878
|
)
|
|
(0.12
|
)
|
|
(0.12
|
)
|
|||||
Fourth (b)
|
|
364,173
|
|
|
(30,039
|
)
|
|
(29,913
|
)
|
|
(1.20
|
)
|
|
(1.20
|
)
|
|||||
|
|
$
|
1,561,771
|
|
|
$
|
3,853
|
|
|
$
|
3,950
|
|
|
|
|
|
|
|
||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
First
|
|
$
|
366,245
|
|
|
$
|
(8,851
|
)
|
|
$
|
(9,078
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.35
|
)
|
Second
|
|
434,437
|
|
|
13,555
|
|
|
13,042
|
|
|
0.50
|
|
|
0.42
|
|
|||||
Third
|
|
405,319
|
|
|
(6,191
|
)
|
|
(6,095
|
)
|
|
(0.23
|
)
|
|
(0.23
|
)
|
|||||
Fourth (c)
|
|
378,613
|
|
|
(30,003
|
)
|
|
(30,473
|
)
|
|
(1.19
|
)
|
|
(1.19
|
)
|
|||||
|
|
$
|
1,584,614
|
|
|
$
|
(31,490
|
)
|
|
$
|
(32,604
|
)
|
|
|
|
|
|
|
(a)
|
The Company recorded goodwill impairment charges of approximately $41,853 in the third quarter of 2019, related to goodwill associated with the Diversified Industrial segment (see Note 9 - "Goodwill and Other Intangible Assets, Net").
|
(b)
|
The Company recorded asset impairment charges of approximately $29,591 in the fourth quarter of 2019, primarily related to long-lived and intangible assets in the Diversified Industrial segment (see Note 6 - "Asset Impairment Charges").
|
(c)
|
The Company recorded asset impairment charges of approximately $8,108 in the fourth quarter of 2018, primarily related to intangible assets in the Diversified Industrial segment (see Note 6 - "Asset Impairment Charges").
|
(a)
|
Financial Statements - The following financial statements of Steel Partners Holdings L.P., and subsidiaries, are included in Part II, Item 8 of this report:
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
Consolidated Statements of Operations for the years ended December 31, 2019 and 2018
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2019 and 2018
|
Consolidated Statements of Changes in Capital for the years ended December 31, 2019 and 2018
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018
|
Notes to Consolidated Financial Statements
|
(b)
|
Exhibits - The following documents are filed as exhibits hereto:
|
Exhibit No.
|
Description
|
Dated:
|
STEEL PARTNERS HOLDINGS L.P.
|
|
February 27, 2020
|
|
|
|
By:
|
Steel Partners Holdings GP Inc.
|
|
|
Its General Partner
|
|
|
|
|
By:
|
/s/ Warren G. Lichtenstein
|
|
|
Warren G. Lichtenstein
|
|
|
Executive Chairman
|
By:
|
/s/ Warren G. Lichtenstein
|
|
February 27, 2020
|
|
Warren G. Lichtenstein, Executive Chairman
|
|
Date
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ Douglas B. Woodworth
|
|
February 27, 2020
|
|
Douglas B. Woodworth, Chief Financial Officer
|
|
Date
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
By:
|
/s/ Jack L. Howard
|
|
February 27, 2020
|
|
Jack L. Howard, Director
|
|
Date
|
|
|
|
|
By:
|
/s/ James Benenson III
|
|
February 27, 2020
|
|
James Benenson III, Director
|
|
Date
|
|
|
|
|
By:
|
/s/ Eric P. Karros
|
|
February 27, 2020
|
|
Eric P. Karros, Director
|
|
Date
|
|
|
|
|
By:
|
/s/ John P. McNiff
|
|
February 27, 2020
|
|
John P. McNiff, Director
|
|
Date
|
|
|
|
|
By:
|
/s/ Joseph L. Mullen
|
|
February 27, 2020
|
|
Joseph L. Mullen, Director
|
|
Date
|
|
|
|
|
By:
|
/s/ General Richard I. Neal
|
|
February 27, 2020
|
|
General Richard I. Neal, Director
|
|
Date
|
|
|
|
|
By:
|
/s/ Lon Rosen
|
|
February 27, 2020
|
|
Lon Rosen, Director
|
|
Date
|
|
|
|
|
By:
|
/s/ Rory H. Tahari
|
|
February 27, 2020
|
|
Rory H. Tahari, Director
|
|
Date
|
(1)
|
the current market price as of the date three days before the date the notice is mailed; and
|
(2)
|
the highest cash price paid by the General Partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which the General Partner first mails notice of its election to purchase those limited partner interests.
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of Steel Partners Holdings L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date:
|
|
|
|
|
February 27, 2020
|
|
|
|
/s/ Warren G. Lichtenstein
|
|
|
|
|
Warren G. Lichtenstein
Executive Chairman of Steel Partners Holdings GP Inc.
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of Steel Partners Holdings L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date:
|
|
|
|
|
February 27, 2020
|
|
|
|
/s/ Douglas B. Woodworth
|
|
|
|
|
Douglas B. Woodworth
Chief Financial Officer of Steel Partners Holdings GP Inc.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
|
|
|
|
February 27, 2020
|
|
|
|
/s/ Warren G. Lichtenstein
|
|
|
|
|
Warren G. Lichtenstein
Executive Chairman
of Steel Partners Holdings GP Inc.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
|
|
|
|
|
February 27, 2020
|
|
|
|
/s/ Douglas B. Woodworth
|
|
|
|
|
|
Douglas B. Woodworth
Chief Financial Officer
of Steel Partners Holdings GP Inc.
|