NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
All amounts used in the Notes to Consolidated Financial Statements are in thousands, except common and preferred units, per common and preferred unit, share, per share data or as otherwise noted.
1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION
Nature of the Business
Steel Partners Holdings L.P. ("SPLP" or "Company") is a diversified global holding company that engages in multiple businesses through consolidated subsidiaries and other interests. It owns and operates businesses and has significant interests in various companies, including diversified industrial products, energy, banking, defense, supply chain management and logistics and youth sports. SPLP operates through the following segments: Diversified Industrial, Energy and Financial Services, which are managed separately and offer different products and services. For additional details related to the Company's reportable segments see Note 21 - "Segment Information." Steel Partners Holdings GP Inc. ("SPH GP"), a Delaware corporation, is the general partner of SPLP and is wholly-owned by SPLP. The Company is managed by SP General Services LLC ("Manager"), pursuant to the terms of an amended and restated management agreement ("Management Agreement") discussed in further detail in Note 20 - "Related Party Transactions."
Impact of COVID-19
The ongoing COVID-19 pandemic (in particular, the emergence of new variants of the virus across the globe) has caused, and continues to cause, significant disruptions in the U.S. and global economies. For example, national and local governments in the United States and around the world continue to implement measures to prevent the spread of COVID-19 and its variants, including, depending on location, travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, quarantines and other related measures. Such measures have previously restricted and some cases continue to restrict individuals’ daily activities and curtail or cease many businesses’ normal operations.
During the years ended December 31, 2022 and 2021, the Company did not experience any significant disruptions to its businesses due to COVID-19. Despite indications of economic recovery, the severity of the impact of the COVID-19 pandemic on the Company’s business in 2023 and beyond will depend on a number of uncertain factors and trends. Such factors and trends include, but are not limited to: the duration and severity of the virus and its current variants; the emergence of new variant strains; the availability and widespread use of vaccines; the impact of the global business and economic environment on liquidity and the availability of capital; and governmental actions that have been taken, or may be taken in the future, to mitigate adverse economic or other impacts or to mitigate the spread of the virus and its variants. The Company continues to monitor for any developments or updates to COVID-19 guidelines from public health and governmental authorities, as well as the protection of the health and safety of its personnel, and is continuously working to ensure that its health and safety protocols, business continuity plans and crisis management protocols are in place to help mitigate any negative impacts of the COVID-19 pandemic and other disease outbreaks on the Company’s employees, business or operations.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its majority or wholly-owned subsidiaries. All material inter-company accounts and transactions have been eliminated in consolidation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates in Preparation of Consolidated Financial Statements
The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses, and related disclosure of contingent assets and liabilities during the reporting period. The more significant estimates include: (1) revenue recognition; (2) the valuation allowances for trade and other receivables, loans receivable and inventories; (3) the valuation of goodwill, indefinite-lived intangible assets, long-lived assets and associated companies; (4) the valuation of deferred tax assets; (5) contingencies, including legal and environmental liabilities; (6) fair value of derivatives; (7) post-employment benefit liabilities; (8) estimates and assumptions used in the determination of fair value of certain securities; and (9) estimates of loan losses. Actual results may differ from the estimates used in preparing the consolidated financial statements; and, due to substantial holdings in and/or restrictions on certain investments, the value that may be realized could differ from the estimated fair value.
Cash and Cash Equivalents
Cash and cash equivalents include cash and deposits in depository institutions and financial institutions, and includes WebBank cash at the Federal Reserve Bank. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include qualifying money market funds and exclude amounts where availability is restricted by loan agreements or other contractual provisions. Cash equivalents are stated at cost, which approximates market value.
Marketable Securities and Long-Term Investments
Marketable securities consist of short-term deposits, corporate debt and equity instruments, and mutual funds. The Company classifies its marketable securities as current assets based on the nature of the securities and their availability for use in current operations. Long-term investments consist of equity securities and certain associated company investments. Held-to-maturity securities are classified in Other non-current assets. SPLP determines the appropriate classifications of its investments at the acquisition date and re-evaluates the classifications at each balance sheet date.
•Available-for-sale equity securities are reported at fair value, with unrealized gains and losses recognized in Realized and unrealized gains on securities, net in the consolidated statements 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 2022 and 2021.
•Associated companies represent equity method investments in companies where the Company's ownership is generally between 20% and 50% of the outstanding equity and it has the ability to exercise significant 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.
Dividend and interest income is recognized when earned. Realized gains and losses on marketable securities and long-term investments are included in earnings and are derived using the specific-identification method. Commission expense is recorded as a reduction of sales proceeds on investment sales. Commission expense on purchases is included in the cost of investments on the Company's consolidated balance sheets.
Other Than Temporary Impairment
If the Company believes a decline in the market value of any available-for-sale debt security, equity method or held-to-maturity security below cost is other than temporary, a loss is charged to earnings, which establishes a new cost basis for the security. Impairment losses are included in Asset impairment charges in the Company's consolidated statements of operations. SPLP's determination of whether a security is other than temporarily impaired incorporates both quantitative and qualitative information. The Company considers a number of factors including, but not limited to, the length of time and the extent to which
the fair value has been less than cost, the length of time expected for recovery, the financial condition of the issuer, the reason for the decline in fair value, changes in fair value subsequent to the balance sheet date, the ability and intent to hold investments to maturity, and other factors specific to the individual investment.
Specifically, for held-to-maturity securities, the Company considers whether it plans to sell the security or it is more-likely-than-not that it will be required to sell the security before recovery of its amortized cost. The credit component of an other-than-temporary impairment loss is recognized in earnings and the non-credit component is recognized in AOCI in situations where the Company does not intend to sell the security and it is more likely-than-not that the Company will not be required to sell the security prior to recovery. SPLP's assessment involves a high degree of judgment and accordingly, actual results may differ materially from those estimates and judgments.
Trade Receivables, Net
Trade receivables, net, include amounts billed and due from customers. The Company maintains an allowance for doubtful accounts resulting from the inability or unwillingness of customers to make required payments. The allowance for doubtful accounts is based on a combination of factors including management's evaluation of the financial condition of the customer, historical experience, credit quality, whether any amounts are currently past due, the length of time accounts may be past due and management's determination of a customer's current ability to pay its obligations. Trade receivable balances are charged off against the allowance when it is determined that the receivables will not be recovered, and payments subsequently received on such receivables are credited to recovery of accounts written off. The Company believes that the credit risk with respect to trade receivables is limited due to this credit evaluation process. As of December 31, 2022, the top 10 of the Company's largest customer balances accounted for 27% of the Company's trade receivables. The Company's allowance for doubtful accounts for trade receivables was $2,414 and $3,510 as of December 31, 2022 and 2021, respectively. The Company recorded charges of $525 to the allowance offset by recoveries of $1,621 for the year ended December 31, 2022 and charges of $747 to the allowance offset by recoveries of $605 for the year ended December 31, 2021.
Loans Receivable, Including Loans Held for Sale
WebBank's loan activities include several lending arrangements with companies where it originates credit card and other loans for consumers and small businesses. These loans are classified as Loans receivable and are typically sold after origination. As part of these arrangements, WebBank earns fees that are recorded in non-interest income. Fees earned from these lending arrangements are recorded as fee income. WebBank also purchases participations in commercial and industrial loans through loan syndications. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses ("ALLL"), and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield over the estimated life of the loan.
Loans held for sale are carried at the lower of cost or estimated fair market value in the aggregate. A valuation allowance is recorded when cost exceeds fair value based on our determination at the time of reclassification and periodically thereafter. Gains and losses are recorded in noninterest income based on the difference between sales proceeds and carrying value and impairments from reductions in carrying value.
Loans are reported as past due when either principal or interest is due and unpaid for a period of 30 days or more. The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent for commercial loans, 120 days for consumer loans and 180 days for small business loans unless the loan is well-secured and in process of collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Loan Impairment and Allowance for Loan Losses
A loan is considered impaired when, based on current information and events, it is probable that WebBank will be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments. When a loan has been identified as being impaired, the amount of impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or, when appropriate, the loan's observable fair value
or the fair value of the collateral (less any selling costs) if the loan is collateral-dependent. If the measurement of the impaired loan is less than the recorded investment in the loan (including accrued interest, net of deferred loan fees or costs and unamortized premium or discount), an impairment is recognized by creating or adjusting an existing allocation of the ALLL, or by charging down the loan to its value determined in accordance with U.S. GAAP.
The ALLL is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when the uncollectability of a loan or receivable balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The ALLL is evaluated on a regular basis and is based upon a periodic review of the collectability of the amounts due in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of specific and general components. The specific component relates to loans that are classified as doubtful, substandard or loss. For such loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience and is adjusted for qualitative factors to cover uncertainties that could affect the estimate of probable losses. The ALLL is increased by charges to income and decreased by charge-offs (net of recoveries). The periodic evaluation of the adequacy of the allowance is based on WebBank's past loss experience, known and inherent risks in the portfolio, adverse situations that may affect the debtor's ability to repay, the estimated value of any underlying collateral and current economic conditions.
Inventories
Inventories are generally stated at the lower of cost (determined by the first-in, first-out method or average cost method) and net realizable value. Cost is determined by the last-in, first-out ("LIFO") method for certain precious metal inventory held in the U.S., and remaining precious metal inventory is primarily carried at fair value. For precious metal inventory, no segregation among raw materials, work in process and finished products is practicable. For other inventory, the cost of work in process and finished products comprises the cost of raw materials, direct labor and overhead costs attributable to the production of inventory.
Non-precious metal inventories are evaluated for estimated excess and obsolescence based upon assumptions about future demand and market conditions, and are adjusted accordingly. If actual market conditions are less favorable than those projected, future write-downs may be required.
Goodwill and Other Intangible Assets, Net
Goodwill, which is not amortized, represents the difference between the purchase price and the fair value of identifiable net assets acquired in a business combination. Goodwill is tested for impairment at a reporting unit level, and all of the Company’s goodwill is assigned to its reporting units. Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and are generally one level below the operating segment level. The Company tests goodwill annually for impairment as of December 1st, and additionally on an interim basis, if events occur or circumstances change that would indicate the carrying amount may be impaired. Examples of such events would include pertinent macroeconomic conditions, industry and market considerations, overall financial performance and other factors. An entity can choose between using a qualitative impairment test often referred to as “Step 0” or a quantitative impairment test often referred to as “Step 1”.
For the Step 0 approach, an entity may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the Step 0 assessment for any reporting unit in any period and proceed directly to performing a Step 1 of the goodwill impairment test. An entity may resume performing the Step 0 assessment in any subsequent period. For the Step 1 approach, which is a quantitative approach, the Company will calculate the fair value of a reporting unit and compare it to its carrying amount. There are several methods that may be used to estimate a reporting unit's fair value, including the income approach, the market approach and/or the cost approach. The amount of impairment, if any, is determined by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge based on the amount that the carrying amount exceeds the reporting unit's fair value. The loss recognized should not exceed the total goodwill allocated to the reporting unit.
For finite-lived intangible assets, the Company evaluates the carrying amount of such assets when circumstances indicate the carrying amount may not be recoverable. Conditions that could have an adverse impact on the cash flows and fair value of the long-lived assets are deteriorating business climate, condition of the asset or plans to dispose of the asset before the
end of its useful life. If the assets' carrying amounts exceed the sum of the undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amounts exceeds their fair values. The Company performs such assessments at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, which is generally at the plant level, operating company level or the reporting unit level, depending on the level of interdependencies in the Company's operations.
Indefinite-lived intangible assets, which are only within the Diversified Industrial segment, are tested for impairment at least annually, or when events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Companies can use the same two testing approaches for indefinite-lived intangibles as for goodwill. There were no impairments of goodwill or other intangible assets in 2022 and 2021.
Derivatives
The Company uses various hedging instruments to reduce the impact of changes in precious metal prices and the effect of foreign currency fluctuations. These instruments are recorded as either fair value hedges, economic hedges, cash flow hedges or derivatives with no hedging designation.
Precious Metals
The Company's precious metal and commodity inventories are subject to market price fluctuations. The Company enters into commodity futures and forward contracts to mitigate the impact of price fluctuations on its precious and certain non-precious metal inventories that are not subject to fixed price contracts. The Company's hedging strategy is designed to protect it against normal volatility; therefore, abnormal price changes in these commodities or markets could negatively impact the Company's earnings.
Fair Value Hedges. The fair values of these derivatives are recognized as derivative assets and liabilities on the Company's consolidated balance sheets. The net change in fair value of the derivative assets and liabilities, and the change in the fair value of the underlying hedged inventory, are recognized in the Company's consolidated statements of operations, and such amounts principally offset each other due to the effectiveness of the hedges. The fair value hedges are associated primarily with the Company's precious metal inventory carried at fair value.
Economic Hedges. As these derivatives are not designated as accounting hedges under ASC Topic 815, they are accounted for as derivatives with no hedge designation. The derivatives are marked to market, and both realized and unrealized gains and losses are recorded in current period earnings in the Company's consolidated statements of operations. The economic hedges are associated primarily with the Company's precious metal inventory valued using the LIFO method.
WebBank - Economic Interests in Loans
WebBank's derivative financial instruments represent on-going economic interests in loans made after they are sold. These derivatives are carried at fair value on a gross basis in Other non-current assets on the Company's consolidated balance sheets and are classified within Level 3 in the fair value hierarchy (see Note 18 - "Fair Value Measurements"). At December 31, 2022, outstanding derivatives mature within 3 to 5 years. Gains and losses resulting from changes in fair value of derivative instruments are accounted for in the Company's consolidated statements of operations in Financial Services revenue. Fair value represents the estimated amounts that WebBank would receive at the reporting date based on a discounted cash flow model for the same or similar instruments. WebBank does not enter into derivative contracts for speculative or trading purposes.
Property, Plant and Equipment, Net
Property, plant and equipment is recorded at cost. Depreciation of property, plant and equipment is recorded principally on the straight line method over the estimated useful lives of the assets, which range as follows: machinery and equipment 3 to 15 years and buildings and improvements 10 to 30 years. Leasehold improvements are amortized over the shorter of the terms of the related leases or the estimated useful lives of the improvements. Interest cost is capitalized for qualifying assets during the assets' acquisition period. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized. Gains or losses on dispositions is recorded in Other income, net.
The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. If the carrying amounts of the long-lived assets exceed the sum of the undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amounts exceeds their fair
values, which is generally determined using a discounted cash flow methodology. The Company performs such assessments at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, which is generally at the plant level, operating company level or the reporting unit level, depending on the level of interdependencies in the Company's operations. The Company considers various factors in determining whether an impairment test is necessary, including among other things: a significant or prolonged deterioration in operating results and projected cash flows; significant changes in the extent or manner in which assets are used; technological advances with respect to assets which would potentially render them obsolete; the Company's strategy and capital planning; and the economic climate in the markets it serves. When estimating future cash flows and if necessary, fair value, the Company makes judgments as to the expected utilization of assets and estimated future cash flows related to those assets. The Company considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and other information available at the time the estimates are made. The Company believes these estimates are reasonable; however, changes in circumstances or conditions could have a significant impact on its estimates, which might result in material impairment charges in the future.
Leases
The Company determines if an agreement qualifies as a lease or contains a lease in the period that the agreement is executed. An agreement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used.
Right of use ("ROU") assets represent the Company’s right to use an underlying asset during the reasonably certain lease term. Lease liabilities represent the Company's obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Since the interest rate implicit in a lease is generally not readily determinable, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value. Our lease terms may include options to extend or terminate the lease when the Company is reasonably certain that we will exercise that option.
Initial direct costs are included as part of the ROU asset upon commencement of the lease. The Company has applied the practical expedient available for lessees in which lease and non-lease components are accounted for as a single lease component for all of our asset classes. An ROU asset and corresponding lease liability are not recorded for leases with an initial term of 12 months or less (short-term leases), and the Company recognizes lease expense for these leases as incurred over the lease term.
Deferred Debt Issue Costs
Costs to issue debt are capitalized and deferred when incurred and subsequently amortized to interest expense over the expected life of the revolving credit facility. Deferred debt issuance costs for line-of-credit arrangements are presented in the Company's consolidated balance sheets in other assets.
Business Combinations
When the Company acquires a business, it allocates the purchase price to the assets acquired, liabilities assumed and any noncontrolling interests based on their fair values at the acquisition date. Significant judgment may be used to determine these fair values including the use of appraisals, discounted cash flow models, market value for similar purchases or other methods applicable to the circumstances. The assumptions and judgments made by the Company when recording business combinations will have an impact on reported results of operations in the future.
Revenue Recognition
General
The Company accounts for a contract when it has approval and commitment from all parties, the rights and payment terms of the parties can be identified, the contract has commercial substance and the collectability of the consideration, or transaction price, is probable. At the inception of each contract, the Company evaluates the promised goods and services to determine whether the contract should be accounted for as having one or more performance obligations. A performance obligation is a promise to transfer a distinct good or service to a customer and represents the unit of accounting for revenue
recognition. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The Company records all shipping and handling fees billed to customers as revenue. The Company has elected to account for shipping and handling activities that are performed after the customer obtains control of a good as activities to fulfill the promise to transfer the good. If revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities are accrued.
Sales and usage-based taxes are excluded from revenues. The Company does not have any material service-type warranty arrangements. The expected costs associated with the Company's assurance warranties are recognized as expense when the products are sold. The Company does not have any material significant financing arrangements as payment is received shortly after the goods are sold or services are performed. Cash received from customers prior to shipment of goods, or otherwise not yet earned, is recorded as deferred revenue.
The Company determines the transaction for each contract based on the best estimate of the consideration the Company expects to receive, which includes assumptions regarding variable consideration. The Company includes such estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Variable consideration is primarily estimated using the most likely amount method.
Generally, the Company's sales contracts with customers contain only one performance obligation. In certain circumstances, contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines the standalone selling price based on the prices charged to similar customers or by using the expected cost plus margin approach. The Company's performance obligations are generally part of contracts with customers that have a duration of less than one year, and therefore, the Company has not provided disclosures with respect to remaining performance obligations.
The Company recognizes revenue for each performance obligation when (or as) the performance obligation is satisfied by transferring control of the promised goods or services underlying the performance obligation to the customer. The transfer of control can occur over time or at a point in time. Performance obligations are satisfied at a point in time unless they meet at least one of the following criteria, in which case they are satisfied over time:
•The custom simultaneously receives and consumes the benefits provided by the Company's performance as it performs;
•The Company's performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced; or
•The Company's performance does not create an asset with an alternative use to us and the Company has an enforceable right to payment for performance completed to date.
Given the typical duration of the Company's contracts with customers, as noted directly above, is less than one year, the Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within Selling, general and administrative expenses.
For certain of the services that the Company's Diversified Industrial and Energy segments provide, the Company has determined that it has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company's performance completed to date, and therefore, the Company recognizes revenue in the amount to which the entity has a right to invoice when that amount corresponds directly with the value of the Company’s performance to date.
The Company has also entered into rebate agreements with certain customers. These programs are typically structured to incentivize the customers to increase their annual purchases from the Company. The rebates are usually calculated as a percentage of the purchase amount, and such percentages may increase as the customer's level of purchases rise. Rebates are recorded as a reduction of net sales in the Company's consolidated statements of operations. As of December 31, 2022 and 2021, accrued rebates payable totaled $21,815 and $15,432, respectively, and are included in Accrued liabilities on the Company's consolidated balance sheets.
Diversified Industrial Segment
The Diversified Industrial segment is comprised of manufacturers of engineered niche industrial products. The majority of revenues recognized are for the sale of manufactured goods in the U.S. Other revenue recognized is for repair and maintenance services. Customer contracts are generally short-term in nature and are based on individual customer purchase orders. The terms and conditions of the customer purchase orders are dictated by either the Company's standard terms and conditions or by a master service agreement.
Diversified Industrial revenues related to product sales are recognized when control of the promised goods is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods. This condition is usually met at a point-in-time when the product has been shipped to the customer, or in certain circumstances when the product has been delivered to the customer, depending on the terms of the contract. However, revenues for certain custom manufactured goods are recognized over time as the customer order is fulfilled (for example, contracts for sale of custom manufactured goods that do not have an alternative use and for which the Company has an enforceable right to payment). Generally, a cost incurred input method is used to determine the timing of revenue recognition for over time arrangements. Service revenues are primarily recognized in the amount to which the entity has a right to invoice.
Certain customers may receive sales incentives, such as right of return, rebates, volume discounts and early payment discounts, which are accounted for as variable consideration. The Company estimates these amounts based on the expected incentive amount to be provided to customers and reduces revenues, and these estimates are typically constrained. The Company adjusts its estimate of revenue at the earlier of when the expected value or most likely amount of consideration we expect to receive changes or when the consideration becomes fixed.
Diversified Industrials' service revenues are generated primarily by repair and maintenance work performed on equipment used at mass merchants, supermarkets and restaurants. Service revenues are primarily recognized in the amount to which the entity has a right to invoice.
Energy Segment
The Energy segment provides drilling and production services to the oil and gas industry in the U.S. The services provided include well completion and recompletion, well maintenance and workover, flow testing, down hole pumping, plug and abatement, well logging and perforating wireline services. Service revenues are recognized in the amount to which the entity has a right to invoice. Consideration for Energy contracts is generally fixed.
A portion of Energy revenues are service revenues related to Energy's youth sports business. These service revenues are recognized when services are provided to the customer, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those services. Consideration for the Energy's sports business contracts is generally fixed.
Financial Services Segment
WebBank generates revenue through a combination of interest income and non-interest income. Interest income is derived from interest and fees earned on loans and investments. Interest income is accrued on the unpaid principal balance, including amortization of premiums and accretion of discounts. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield over the estimated life of the loan. Non-interest income is primarily derived from premiums on the sale of loans, loan servicing fees, origination fees earned on certain loans and fee income on contractual lending arrangements.
Concentration of Revenue
No single customer accounted for 10% or more of the Company's consolidated revenues in 2022 or 2021.
Fair Value Measurements
The Company measures certain assets and liabilities at fair value (see Note 18 - "Fair Value Measurements"). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values of assets and liabilities are determined based on a three-level measurement input hierarchy. Level 1 inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date. Level 2 inputs are other than quoted market prices that are observable, either directly or indirectly, for an asset or liability. Level
2 inputs can include quoted prices in active markets for similar assets or liabilities, quoted prices in a market that is not active for identical assets or liabilities, or other inputs that can be corroborated by observable market data. Level 3 inputs are unobservable for the asset or liability when there is little, if any, market activity for the asset or liability. Level 3 inputs are based on the best information available and may include data developed by the Company.
Pension Plans
The Company sponsors qualified and non-qualified pension and other post-retirement benefit plans covering certain of its current or former employees. In accordance with accounting standards for employee pension benefits, the Company recognizes on a plan-by-plan basis the unfunded status of its pension and post-retirement benefit plans in the consolidated financial statements and measures its pension plan assets and benefit obligations as of December 31. The obligation for the Company's pension and post-retirement benefit plans and the related annual costs of employee benefits are calculated based on several long-term assumptions, including discount rates and expected mortality for employee benefit liabilities, rates of return on plan assets and expected annual rates for salary increases for employee participants.
Equity-Based Compensation
The Company accounts for restricted stock units granted to employees and non-employee directors as compensation expense, which is recognized in exchange for the services received. The compensation expense is based on the fair value of the equity instruments on the grant-date and is recognized as an expense over the service period of the recipients. The Company accounts for forfeitures in the period in which they occur.
Income Taxes
SPLP and certain of its subsidiaries, as limited partnerships, are generally not responsible for federal and state income taxes, and their profits and losses are passed directly to their partners for inclusion in their respective income tax returns. SPLP's subsidiaries that are corporate entities are subject to federal and state income taxes and file corporate income tax returns.
SPLP's subsidiaries that are subject to income taxes use the liability method of accounting for such taxes. Under the liability method, deferred tax assets and deferred tax liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and deferred tax liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Such subsidiaries evaluate the recoverability of deferred tax assets and establish a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized.
When tax returns are filed, it is highly certain that most positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the Company's consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is provided for and reflected as a liability for unrecognized tax benefits on the Company's consolidated balance sheets, along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
SPLP's policy is to record estimated interest and penalties related to the underpayment of income taxes as income tax provision in its consolidated statements of operations.
The Company does not release income tax effects from AOCI until the underlying asset or liability to which the income tax relates has been derecognized from the balance sheet or otherwise terminated.
Foreign Currency Translation
Assets and liabilities of SPLP's foreign subsidiaries are translated at current exchange rates and related revenues and expenses are translated at average rates of exchange in effect during the year. Resulting cumulative translation adjustments are
recorded as a separate component of other comprehensive income or loss. Gains and losses arising from transactions denominated in a currency other than the functional currency of the reporting entity are included in earnings.
Legal Contingencies
The Company is subject to litigation, proceedings, claims or assessments and various contingent liabilities incidental to its business or assumed in connection with certain business acquisitions. The Company accrues a charge for a loss contingency when it believe it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If the loss is within a range of specified amounts, the most likely amount is accrued, and the Company accrues the minimum amount in the range if no amount within the range represents a better estimate. Generally, the Company records the loss contingency at the amount we expect to pay to resolve the contingency, and the amount is generally not discounted to the present value. Amounts recoverable under insurance contracts are recorded as assets when recovery is deemed probable. Contingencies that might result in a gain are not recognized until realizable. Changes to the amount of the estimated loss or resolution of one or more contingencies could have a material impact on our results of operations, financial position and cash flows.
Environmental Liabilities
The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study.
Such accruals are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.
Adoption of New Accounting Standards
In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 modifies the disclosure requirements for employers that sponsor defined benefit pension and other post-retirement plans. The Company adopted ASU 2018-14 on December 31, 2021 and the adoption of this standard did not have a material impact on the Company's consolidated financial statements.
In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. ASU 2020-01 clarifies the interaction between accounting standards related to equity securities, equity method investments and certain derivatives, and is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. The Company adopted ASU 2020-01 on January 1, 2021 and the adoption of this standard did not have a material impact on the Company's consolidated financial statements.
Accounting Standards Not Yet Effective
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The new standard clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring the fair value of the security. The new standard also requires certain disclosures related to equity securities with contractual sale restrictions. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied prospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. The guidance will be effective for the Company beginning on January 1, 2023, due to the fact that the Company was classified as a smaller reporting company defined by the SEC at the time the rule was effective for public business entities. The guidance will be applied on a modified-retrospective basis, with any cumulative-effect adjustment recorded to
retained earnings on the adoption date. The Company is currently evaluating the impact of ASU 2016-13 on trade receivables and other financial assets of its Diversified Industrial and Energy segments, but based upon its preliminary assessment the adoption of this guidance is not expected to have a material impact. The Company's Financial Services segment anticipates adoption of the new guidance will result in an increase of $5,248 to its Allowance for Loan Losses and a decrease of $3,862, net of tax cumulative effect adjustment to the beginning balance of retained earnings based on the Bank's portfolio composition as of December 31, 2022, and the current economic environment.
3. REVENUES
Disaggregation of Revenues
Revenues are disaggregated at the Company's segment level since the segment categories depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. For additional details related to the Company's reportable segments see Note 21 - "Segment Information."
The following table presents the Company's revenues disaggregated by geography for the years ended December 31, 2022 and 2021. The Company's revenues are primarily derived domestically. Foreign revenues are based on the country in which the legal subsidiary generating the revenue is domiciled. Revenue from any single foreign country was not material to the Company's consolidated financial statements.
| | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 |
United States | $ | 1,613,438 | | | $ | 1,434,622 | |
Foreign | 82,003 | | | 90,274 | |
Total revenue | $ | 1,695,441 | | | $ | 1,524,896 | |
Contract Balances
Differences in the timing of revenue recognition, billings and cash collections result in billed trade receivables, unbilled receivables (contract assets) and deferred revenue (contract liabilities) on the consolidated balance sheets.
Contract Assets
Unbilled receivables arise when the timing of billings to customers differs from the timing of revenue recognition, such as when the Company recognizes revenue over time before a customer can be billed. Contract assets are classified as Prepaid expenses and other current assets on the consolidated balance sheets. The balances of contract assets as of December 31, 2022 and 2021 were $11,937 and $12,014, respectively. As of December 31, 2022 and 2021, the Company's return assets account was not material.
Contract Liabilities
The Company records deferred revenues when cash payments are received or due in advance of the Company's performance, including amounts that are refundable, which are recorded as contract liabilities. Contract liabilities are classified as Other current liabilities on the consolidated balance sheets based on the timing of when the Company expects to recognize revenue.
| | | | | |
| Contract Liabilities |
Balance at December 31, 2021 | $ | 3,396 | |
Deferral of revenue | 10,894 | |
Recognition of unearned revenue | (9,910) | |
Balance at December 31, 2022 | $ | 4,380 | |
| |
Balance at December 31, 2020 | $ | 7,707 | |
Deferral of revenue | 8,977 | |
Recognition of unearned revenue | (13,288) | |
Balance at December 31, 2021 | $ | 3,396 | |
4. LEASES
The Company has operating and finance leases for operating plants, warehouses, corporate offices, housing facilities, vehicles and equipment. The Company's leases have remaining lease terms of up to 18 years.
The components of lease cost are as follows:
| | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 |
Operating lease cost | $ | 9,669 | | | $ | 10,446 | |
Short-term lease cost | $ | 792 | | | $ | 632 | |
| | | |
| | | |
Finance lease cost: | | | |
Amortization of right-of-use assets | $ | 1,521 | | | $ | 1,323 | |
Interest on lease liabilities | 220 | | | 256 | |
Total finance lease cost | $ | 1,741 | | | $ | 1,579 | |
Supplemental cash flow information related to leases is as follows:
| | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 |
Cash paid for amounts included in the measurement of lease liabilities: | | | |
Operating cash flows from operating leases | $ | 10,110 | | | $ | 12,296 | |
Operating cash flows from finance leases | $ | 216 | | | $ | 256 | |
Financing cash flows from finance leases | $ | 1,995 | | | $ | 1,766 | |
Right-of-use assets obtained in exchange for lease obligations: | | | |
Operating leases | $ | 19,567 | | | $ | 20,340 | |
Finance leases | $ | 1,863 | | | $ | 239 | |
Supplemental balance sheet information related to leases is as follows:
| | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 | | Location on Consolidated Balance Sheet |
Operating leases | | | | | |
Operating lease right-of-use assets | $ | 42,711 | | | $ | 36,636 | | | Operating lease right-of-use assets |
| | | | | |
Current operating lease liabilities | $ | 7,733 | | | $ | 9,364 | | | Other current liabilities |
Non-current operating lease liabilities | 35,512 | | | 27,511 | | | Long-term operating lease liabilities |
Total operating lease liabilities | $ | 43,245 | | | $ | 36,875 | | | |
| | | | | |
Finance leases | | | | | |
Finance lease assets | $ | 7,296 | | | $ | 6,688 | | | Property, plant and equipment, net |
| | | | | |
Current finance lease liabilities | $ | 2,111 | | | $ | 590 | | | Other current liabilities |
Non-current finance lease liabilities | 3,125 | | | 3,661 | | | Other non-current liabilities |
Total finance lease liabilities | $ | 5,236 | | | $ | 4,251 | | | |
| | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 |
Weighted-average remaining lease term (years) | | | |
Operating leases | 7.30 years | | 6.25 years |
Finance leases | 2.85 years | | 3.41 years |
Weighted-average discount rate | | | |
Operating leases | 4.52 | % | | 3.35 | % |
Finance leases | 4.10 | % | | 4.15 | % |
Maturities of lease liabilities, as of December 31, 2022, are as follows:
| | | | | | | | | | | | |
| | Operating Leases | | Finance Leases |
2023 | | $ | 9,335 | | | $ | 2,284 | |
2024 | | 8,390 | | | 1,757 | |
2025 | | 6,897 | | | 991 | |
2026 | | 5,419 | | | 480 | |
2027 | | 4,901 | | | 34 | |
Thereafter | | 18,253 | | | 9 | |
Total lease payments | | 53,195 | | | 5,555 | |
| | | | |
Present value of current lease liabilities | | 7,733 | | | 2,111 | |
Present value of long-term lease liabilities | | 35,512 | | | 3,125 | |
Total present value of lease liabilities | | 43,245 | | | 5,236 | |
| | | | |
Difference between undiscounted cash flows and discounted cash flows | | $ | 9,950 | | | $ | 319 | |
5. ACQUISITIONS AND DIVESTITURES
WebBank Acquisition of Security Premium Finance
On August 2, 2022, the Company, through its wholly-owned subsidiary, WebBank, completed the acquisition of Security Premium Finance Company, LLC ("Security Premium Finance"), based in Coral Gables, Florida for a total purchase price of $47,280 which was financed with cash on hand. The purchase price contains a profit share interest valued at approximately $1,440, of which $190 was unpaid as of December 31, 2022. Security Premium Finance provides insurance premium financing services for commercial and consumer clients to purchase property and casualty insurance products. Security Premium Finance is included with WebBank in the Company's Financial Services segment. In connection with the acquisition, the Company recorded premium finance receivables, other intangible assets and goodwill associated with the acquisition, totaling approximately $43,124, $1,370 and $2,959, respectively, as well as other assets and liabilities. Other intangible assets primarily consist of agent relationships. The goodwill from the acquisition consists largely of the synergies expected from combining the operations of the two businesses. The goodwill of $2,959 is expected to be deductible for income tax purposes.
The fair values of the acquired assets and liabilities assumed are subject to change within the one-year measurement period. We obtained information to determine the fair values of the net assets acquired at the acquisition date during the measurement period. Since the initial valuation reflected in our financial results as of September 30, 2022, we have adjusted the estimated fair value for certain premium finance receivables and intangible assets based on updated information obtained during the measurement period. The adjusted purchase price allocation primarily resulted in the recognition of $11,797 of certain incremental premium finance receivables originated during the period August 2022 to November 2022, as provided for in the purchase agreement. The final purchase price and purchase price allocation, which is expected to be completed in the first quarter of 2023, will be based on final appraisals and other analysis of fair values of acquired assets and liabilities. The Company does not expect that differences between the preliminary and final purchase price allocation will have a material impact on its results of operations or financial position. The results of operations of the acquired business are reported within the Company's Financial Services segment.
2022 Noncontrolling Interest Acquisition
On January 7, 2022, the Company entered into stock purchase agreements with certain stockholders of iGo, Inc. ("iGo") to purchase such stockholders' shares of iGo common stock at $5.50 per share in cash. Following the acquisition of such shares, the Company owned more than 90% of iGo's outstanding shares. On January 14, 2022, iGo merged with a subsidiary of the Company ("Merger") without a vote or meeting of iGo's stockholders pursuant to the short-form merger provisions under the Delaware General Corporation Law. All remaining shares of iGo common stock not owned by the Company immediately prior to the Merger were converted into the right to receive $5.50 per share in cash, and the Company acquired all iGo shares it previously did not own for approximately $8,606. Upon completion of the Merger, iGo became a wholly-owned subsidiary of the Company.
2022 Investment in Nonconsolidated Affiliate
On April 1, 2022, the Company acquired an interest in PCS-Mosaic Co-Invest L.P. ("PCS-Mosaic"), a private investment fund for a purchase price of approximately $23,600. The fund is primarily invested in specialized software development and training services. The Company accounts for its investment as an equity method investment as the Company does not have a controlling financial interest. The Company has not elected the fair value option to account for PCS-Mosaic which will be carried at cost, plus or minus the Company's share of net earnings or losses of the investment, subject to certain other adjustments. The Company’s share of net earnings or losses of the investment is included in Income of associated companies, net of taxes, on the Company’s consolidated statements of operations. Dividends received from the investee reduce the carrying amount of the investment. Due to the timing of receiving financial information from PCS-Mosaic, the Company will record its share of net earnings or losses on a three month lag basis.
2022 Divestiture of SLPE Business
On April 25, 2022, the Company completed the sale of its subsidiary, SL Power Electronics Corporation ("SLPE"), to AEI US Subsidiary LLC, a subsidiary of Advanced Energy Industries, Inc. for a sales price of $144,500, consisting entirely of cash, subject to customary closing net working capital adjustments. The Company recognized a pre-tax gain from continuing operations of $86,507 which is presented in Gains from sales of businesses in the consolidated statement of operations for the year ended December 31, 2022. SLPE designed, manufactured, and marketed power conversion solutions for original equipment manufacturers in the medical, lighting, audio-visual, controls, and industrial sectors and comprised the Company’s Electrical Products business in the Diversified Industrial segment. SLPE recognized net sales of $19,408 and $65,974 and income before taxes of $72 and $5,120 for the years ended December 31, 2022 and December 31, 2021, respectively.
2021 Divestiture of Edge Business
On February 1, 2021, the Company completed the sale of its Edge business for a sales price of $16,000. The Company recognized a pre-tax gain of $8,096 which is presented in Gains from sales of businesses in the consolidated statement of operations during the year ended December 31, 2021. Edge provided roofing edge products and components utilized in the securement of perimeter roof edges and was part of the Company's OMG business in the Diversified Industrial segment. Edge recognized net sales of $17,534 and operating income of $1,250 for the year ended December 31, 2020.
6. LOANS RECEIVABLE, INCLUDING LOANS HELD FOR SALE
Major classifications of Loans receivable, including loans held for sale, held by WebBank at December 31, 2022 and 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Current | | Non-current |
| December 31, 2022 | | % | | December 31, 2021 | | % | | December 31, 2022 | | December 31, 2021 | | December 31, 2022 | | December 31, 2021 |
Loans held for sale | $ | 602,675 | | | | | $ | 198,632 | | | | | $ | 602,675 | | | $ | 198,632 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | |
Commercial real estate loans | $ | 987 | | | — | % | | $ | 663 | | | — | % | | — | | | — | | | 987 | | | $ | 663 | |
Commercial and industrial | 857,817 | | | 87 | % | | 779,536 | | | 91 | % | | 472,934 | | | 293,965 | | | 384,883 | | | 485,571 | |
Consumer loans | 123,204 | | | 13 | % | | 76,067 | | | 9 | % | | 85,826 | | | 50,857 | | | 37,378 | | | 25,210 | |
Total loans | 982,008 | | | 100 | % | | 856,266 | | | 100 | % | | 558,760 | | | 344,822 | | | 423,248 | | | 511,444 | |
Less: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Allowance for loan losses | (29,690) | | | | | (13,925) | | | | | (29,690) | | | (13,925) | | | — | | | — | |
Total loans receivable, net | $ | 952,318 | | | | | $ | 842,341 | | | | | 529,070 | | | 330,897 | | | 423,248 | | | 511,444 | |
Loans receivable, including loans held for sale (a) | | | | | | | | | $ | 1,131,745 | | | $ | 529,529 | | | $ | 423,248 | | | $ | 511,444 | |
(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 $1,548,035 and $1,041,459 at December 31, 2022 and 2021, respectively.
Loans with a carrying value of approximately $323,740 and $167,437 were pledged as collateral for potential borrowings at December 31, 2022 and 2021, respectively. WebBank serviced $2,700 and $2,780 in loans for others at December 31, 2022 and 2021, respectively.
WebBank sold loans classified as loans held for sale of $16,249,021 and $10,239,741 during the year ended December 31, 2022 and 2021, respectively. The sold loans were derecognized from the consolidated balance sheets. Loans
classified as loans held for sale primarily consist of consumer and small business loans. Amounts added to loans held for sale during the same periods were $16,744,182 and $10,371,109, respectively.
Allowance for Loan Losses
The ALLL represents an estimate of probable and estimable losses inherent in the loan portfolio as of the balance sheet date. Losses are charged to the ALLL when incurred. Generally, commercial loans are charged off or charged down when they are determined to be uncollectible in whole or in part. Consumer term loans are charged off at 120 days past due and open-end consumer and small and medium business loans are charged off at 180 days past due unless the loan is well secured and in the process of collection. The amount of the ALLL is established by analyzing the portfolio at least quarterly, and a provision for or reduction of loan losses is recorded so that the ALLL is at an appropriate level at the balance sheet date. The methodologies used to estimate the ALLL depend upon the impairment status and portfolio segment of the loan. Loan groupings are created for each loan class and are then graded against historical and industry loss rates.
After applying historic loss experience, the quantitatively derived level of ALLL is reviewed for each segment using qualitative criteria. Various risk factors are tracked that influence our judgment regarding the level of the ALLL across the portfolio segments. Primary qualitative factors that may be reflected in the quantitative models include:
•Asset quality trends
•Risk management and loan administration practices
•Portfolio management and controls
•Effect of changes in the nature and volume of the portfolio
•Changes in lending policies and underwriting policies
•Existence and effect of any portfolio concentrations
•National economic business conditions and other macroeconomic adjustments
•Regional and local economic and business conditions
•Data availability and applicability
•Industry monitoring
•Value of underlying collateral
Changes in the level of the ALLL reflect changes in these factors. The magnitude of the impact of each of these factors on the qualitative assessment of the ALLL changes from quarter to quarter according to the extent these factors are already reflected in historic loss rates and according to the extent these factors diverge from one another. Also considered is the uncertainty inherent in the estimation process when evaluating the ALLL. WebBank's ALLL increased $15,765, or 113%, during the year ended December 31, 2022, as compared to the year ended December 31, 2021. The increase in the ALLL during the year ended December 31, 2022 was driven by higher held-to-maturity ("HTM") loan balances, increased Q&E driven by macroeconomic concerns related to high inflation and recessionary pressure.
Changes in the ALLL are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Commercial Real Estate Loans | | Commercial & Industrial | | Consumer Loans | | Total |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
December 31, 2020 | $ | 22 | | | $ | 9,293 | | | $ | 17,744 | | | $ | 27,059 | |
Charge-offs | — | | | (8,101) | | | (9,205) | | | (17,306) | |
Recoveries | 27 | | | 2,532 | | | 1,490 | | | 4,049 | |
Provision | (26) | | | 5,481 | | | (5,332) | | | 123 | |
December 31, 2021 | 23 | | | 9,205 | | | 4,697 | | | 13,925 | |
Charge-offs | — | | | (6,095) | | | (4,011) | | | (10,106) | |
Recoveries | 27 | | | 1,534 | | | 1,133 | | | 2,694 | |
Provision | (22) | | | 13,849 | | | 9,350 | | | 23,177 | |
December 31, 2022 | $ | 28 | | | $ | 18,493 | | | $ | 11,169 | | | $ | 29,690 | |
The ALLL and outstanding loan balances according to the Company's impairment method are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 | Commercial Real Estate Loans | | Commercial & Industrial | | Consumer Loans | | Total | | |
Allowance for loan losses: | | | | | | | | | |
Individually evaluated for impairment | $ | 8 | | | $ | 825 | | | $ | — | | | $ | 833 | | | |
Collectively evaluated for impairment | 20 | | | 17,668 | | | 11,169 | | | 28,857 | | | |
Total | $ | 28 | | | $ | 18,493 | | | $ | 11,169 | | | $ | 29,690 | | | |
Outstanding loan balances: | | | | | | | | | |
Individually evaluated for impairment | $ | 8 | | | $ | 4,357 | | | $ | — | | | $ | 4,365 | | | |
Collectively evaluated for impairment | 979 | | | 853,460 | | | 123,204 | | | 977,643 | | | |
Total | $ | 987 | | | $ | 857,817 | | | $ | 123,204 | | | $ | 982,008 | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | Commercial Real Estate Loans | | Commercial & Industrial | | Consumer Loans | | Total |
Allowance for loan losses: | | | | | | | |
Individually evaluated for impairment | $ | 9 | | | $ | 152 | | | $ | — | | | $ | 161 | |
Collectively evaluated for impairment | 14 | | | 9,053 | | | 4,697 | | | 13,764 | |
Total | $ | 23 | | | $ | 9,205 | | | $ | 4,697 | | | $ | 13,925 | |
Outstanding loan balances: | | | | | | | |
Individually evaluated for impairment | $ | 9 | | | $ | 2,079 | | | $ | — | | | $ | 2,088 | |
Collectively evaluated for impairment | 654 | | | 777,457 | | | 76,067 | | | 854,178 | |
Total | $ | 663 | | | $ | 779,536 | | | $ | 76,067 | | | $ | 856,266 | |
Nonaccrual and Past Due Loans
Commercial and industrial loans past due 90 days or more and still accruing interest were $11,260 and $3,037 at December 31, 2022 and 2021, respectively. Consumer loans past due 90 days or more and still accruing interest were $4,680 and $460 at December 31, 2022 and 2021, respectively. The Company had nonaccrual loans of $788 at December 31, 2022. The Company had no nonaccrual loans at December 31, 2021.
Past due loans (accruing and nonaccruing) are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 | 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 | $ | 987 | | | $ | — | | | $ | — | | | $ | — | | | $ | 987 | | | $ | — | | | $ | — | |
Commercial and industrial | 832,757 | | | 13,800 | | | 11,260 | | | 25,060 | | | 857,817 | | | 11,260 | | | 788 | |
Consumer loans | 115,054 | | | 3,470 | | | 4,680 | | | 8,150 | | | 123,204 | | | 4,680 | | | — | |
Total loans | $ | 948,798 | | | $ | 17,270 | | | $ | 15,940 | | | $ | 33,210 | | | $ | 982,008 | | | $ | 15,940 | | | $ | 788 | |
(a) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | 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 | $ | 663 | | | $ | — | | | $ | — | | | $ | — | | | $ | 663 | | | $ | — | | | $ | — | |
Commercial and industrial | 772,157 | | | 4,342 | | | 3,037 | | | 7,379 | | | 779,536 | | | 3,037 | | | — | |
Consumer loans | 74,292 | | | 1,315 | | | 460 | | | 1,775 | | | 76,067 | | | 460 | | | — | |
Total loans | $ | 847,112 | | | $ | 5,657 | | | $ | 3,497 | | | $ | 9,154 | | | $ | 856,266 | | | $ | 3,497 | | | $ | — | |
(a) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.
Credit Quality Indicators
In addition to the past due and nonaccrual criteria, loans are analyzed using a loan grading system. Generally, internal grades are assigned to commercial loans based on the performance of the loans, financial/statistical models and loan officer judgment. For consumer loans and some commercial and industrial loans, the primary credit quality indicator is payment status.
Reviews and grading of loans with unpaid principal balances of $100 or more is performed once per year. Grades follow definitions of Pass, Special Mention, Substandard and Doubtful, which are consistent with published definitions of regulatory risk classifications. The definitions of Pass, Special Mention, Substandard and Doubtful are summarized as follows:
•Pass: An asset in this category is a higher quality asset and does not fit any of the other categories described below. The likelihood of loss is considered remote.
•Special Mention: An asset in this category has a specific weakness or problem but does not currently present a significant risk of loss or default as to any material term of the loan or financing agreement.
•Substandard: An asset in this category has a developing or minor weakness or weaknesses that could result in loss or default if deficiencies are not corrected or adverse conditions arise.
•Doubtful: An asset in this category has an existing weakness or weaknesses that have developed into a serious risk of significant loss or default with regard to a material term of the financing agreement.
Outstanding loan balances (accruing and nonaccruing) categorized by these credit quality indicators are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 | Non - Graded | | Pass | | Special Mention | | Sub- standard | | Doubtful | | Total Loans |
| | | | | | | | | | | |
| | | | | | | | | | | |
Commercial real estate loans | $ | — | | | $ | 979 | | | $ | — | | | $ | 8 | | | $ | — | | | $ | 987 | |
Commercial and industrial | 566,419 | | | 287,041 | | | — | | | 3,569 | | | 788 | | | 857,817 | |
Consumer loans | 123,204 | | | — | | | — | | | — | | | — | | | 123,204 | |
Total loans | $ | 689,623 | | | $ | 288,020 | | | $ | — | | | $ | 3,577 | | | $ | 788 | | | $ | 982,008 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | Non - Graded | | Pass | | Special Mention | | Sub- standard | | Doubtful | | Total Loans |
| | | | | | | | | | | |
| | | | | | | | | | | |
Commercial real estate loans | $ | — | | | $ | 654 | | | $ | — | | | $ | 9 | | | $ | — | | | $ | 663 | |
Commercial and industrial | 308,443 | | | 465,333 | | | 3,681 | | | 2,079 | | | — | | | 779,536 | |
Consumer loans | 76,067 | | | — | | | — | | | — | | | — | | | 76,067 | |
Total loans | $ | 384,510 | | | $ | 465,987 | | | $ | 3,681 | | | $ | 2,088 | | | $ | — | | | $ | 856,266 | |
Impaired Loans
Loans are considered impaired when, based on current information and events, it is probable that WebBank will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement, including scheduled interest payments. When loans are impaired, an estimate of the amount of the balance that is impaired is made. A specific reserve is assigned to the loan based on the estimated present value of the loan's future cash flows discounted at the loan's effective interest rate, the observable market price of the loan or the fair value of the loan's underlying collateral less the cost to sell. When the impairment is based on the fair value of the loan's underlying collateral, the portion of the balance that is impaired is charged off, such that these loans do not have a specific reserve in the ALLL. Payments received on impaired loans that are accruing are recognized in interest income, in accordance with the contractual loan agreement. WebBank recognized $254 and $135 on impaired loans for the years ended December 31, 2022 and 2021, respectively. Payments received on impaired loans that are on nonaccrual are not recognized in interest income, but are applied as a reduction to the principal outstanding. Payments are recognized when cash is received. Information on impaired loans is summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Recorded Investment | | | | | | |
December 31, 2022 | Unpaid Principal Balance | | With No Allowance | | With Allowance | | Total Recorded Investment | | Related Allowance | | Average Recorded Investment |
Commercial real estate loans | $ | 9 | | | $ | — | | | $ | 9 | | | $ | 9 | | | $ | 8 | | | $ | 9 | |
Commercial and industrial | 4,357 | | | — | | | 4,357 | | | 4,357 | | | 825 | | | 4,599 | |
Total loans | $ | 4,366 | | | $ | — | | | $ | 4,366 | | | $ | 4,366 | | | $ | 833 | | | $ | 4,608 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Recorded Investment | | | | | | |
December 31, 2021 | Unpaid Principal Balance | | With No Allowance | | With Allowance | | Total Recorded Investment | | Related Allowance | | Average Recorded Investment |
Commercial real estate loans | $ | 9 | | | $ | — | | | $ | 9 | | | $ | 9 | | | $ | 9 | | | $ | 10 | |
Commercial and industrial | 2,079 | | | — | | | 2,079 | | | 2,079 | | | 152 | | | 2,468 | |
Total loans | $ | 2,088 | | | $ | — | | | $ | 2,088 | | | $ | 2,088 | | | $ | 161 | | | $ | 2,478 | |
During the year ended December 31, 2022, WebBank did not issue new loans under the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP"), authorized under the Coronavirus Aid, Relief, and Economic Security ("CARES") Act. The existing loans were funded by the PPP Liquidity Facility, have terms of between two and five years, and their repayment is guaranteed by the SBA. Payments by borrowers on the loans can begin up to 16 months after the note date, and interest will continue to accrue during the 16-month deferment at 1%. Loans can be forgiven in whole or in part (up to full principal and any accrued interest) if certain criteria are met. Loan processing fees paid to WebBank from the SBA are accounted for as loan origination fees. Net deferred fees are recognized over the life of the loan as yield adjustments on the loans. If a loan is paid off or forgiven by the SBA prior to its maturity date, the remaining unamortized deferred fees will be recognized in interest income at that time. The PPP loans are included in Commercial and industrial loans in the table above.
As of December 31, 2022, the total PPP loans and associated liabilities were $48,656 and $41,682, respectively. As of December 31, 2021, the total PPP loans and associated liabilities were $328,713 and $333,963, respectively. The total PPP loans and associated liabilities were included in Long-term loans receivable, net, and Other borrowings, respectively, in the consolidated balance sheet as of December 31, 2022 and 2021. The Bank has received forgiveness payments from the SBA and received payments from borrowers of $3,047,331 comprising 98.4% of its PPP portfolio through December 31, 2022.
The Company is offering loan modifications to assist borrowers during the COVID-19 pandemic. The CARES Act along with the interagency statement issued by the federal banking agencies provides that loan modifications made in response to COVID-19 do not need to be accounted for as a troubled debt restructuring ("TDR"). Accordingly, the Company does not account for such loan modifications as TDRs. The Company's loan modifications allow for payment deferrals, payment reduction, settlements amongst others. At December 31, 2022, the Company had granted loan modifications on $2,794 of loans. The program is ongoing and additional loans continue to be granted modifications. The Company granted approximately 4,852 short–term deferments on loan balances of $2,794, which represent 0.28% of total loan balances as of December 31, 2022. These loan modifications are not classified as TDRs and will not be reported as past due provided that they are performing in accordance with the modified terms.
7. INVENTORIES, NET
A summary of Inventories, net is as follows:
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Finished products | $ | 57,487 | | | $ | 48,801 | |
In-process | 39,300 | | | 37,024 | |
Raw materials | 79,008 | | | 62,207 | |
Fine and fabricated precious metal in various stages of completion | 39,104 | | | 37,707 | |
| 214,899 | | | 185,739 | |
LIFO reserve | (815) | | | (1,468) | |
Total | $ | 214,084 | | | $ | 184,271 | |
Fine and Fabricated Precious Metal Inventory
In order to produce certain of its products, the Company purchases, maintains and utilizes precious metal inventory. The Company records certain precious metal inventory at the lower of LIFO cost or market value, with any adjustments recorded through Cost of goods sold. Remaining precious metal inventory is accounted for primarily at fair value.
The Company obtains certain precious metals under a fee consignment agreement. As of December 31, 2022 and 2021, the Company had approximately $29,381 and $30,751, respectively, of precious metals, principally silver, under consignment, which are recorded at fair value in Inventories, net with a corresponding liability for the same amount recorded in Accounts payable on the Company's consolidated balance sheets. Fees charged under the consignment agreement are recorded in Interest expense in the Company's consolidated statements of operations.
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Supplemental inventory information: | | | |
Precious metals stated at LIFO cost | $ | 6,678 | | | $ | 3,409 | |
Precious metals stated under non-LIFO cost methods, primarily at fair value | $ | 31,611 | | | $ | 32,830 | |
Market value per ounce: (in whole dollars) | | | |
Silver | $ | 23.91 | | | $ | 23.32 | |
Gold | $ | 1,824.52 | | | $ | 1,827.90 | |
Palladium | $ | 1,799.36 | | | $ | 1,915.07 | |
8. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
A reconciliation of the change in the carrying amount of goodwill by reportable segment is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Diversified Industrial | | Energy | | Financial Services | | Corporate and Other | | Total |
Balance at December 31, 2021: | | | | | | | | | |
Gross goodwill | $ | 180,347 | | | $ | 67,143 | | | $ | 6,515 | | | $ | 81 | | | $ | 254,086 | |
Accumulated impairments | (41,278) | | | (64,790) | | | — | | | — | | | (106,068) | |
Net goodwill | 139,069 | | | 2,353 | | | 6,515 | | | 81 | | | 148,018 | |
Acquisitions (a) | — | | | — | | | 2,959 | | | — | | | 2,959 | |
Divestitures (b) | (25,157) | | | — | | | — | | | — | | | (25,157) | |
| | | | | | | | | |
Currency translation adjustments | (7) | | | — | | | — | | | — | | | (7) | |
Balance at December 31, 2022: | | | | | | | | | |
Gross goodwill | 155,183 | | | 67,143 | | | 9,474 | | | 81 | | | 231,881 | |
Accumulated impairments | (41,278) | | | (64,790) | | | — | | | — | | | (106,068) | |
Net goodwill | $ | 113,905 | | | $ | 2,353 | | | $ | 9,474 | | | $ | 81 | | | $ | 125,813 | |
(a) Related to the acquisition of Security Premium Finance. See Note 5 - "Acquisitions and Divestitures."
(b) Related to the divestiture of the SLPE business. See Note 5 - "Acquisitions and Divestitures."
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Diversified Industrial | | Energy | | Financial Services | | Corporate and Other | | Total | | | | |
Balance at December 31, 2020: | | | | | | | | | | | | | |
Gross goodwill | $ | 183,181 | | | $ | 67,143 | | | $ | 6,515 | | | $ | 81 | | | $ | 256,920 | | | | | |
Accumulated impairments | (41,278) | | | (64,790) | | | — | | | — | | | (106,068) | | | | | |
Net goodwill | 141,903 | | | 2,353 | | | 6,515 | | | 81 | | | 150,852 | | | | | |
Divestitures (a) | (2,813) | | | — | | | — | | | — | | | (2,813) | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Currency translation adjustments | (21) | | | — | | | — | | | — | | | (21) | | | | | |
| | | | | | | | | | | | | |
Balance at December 31, 2021: | | | | | | | | | | | | | |
Gross goodwill | 180,347 | | | 67,143 | | | 6,515 | | | 81 | | | 254,086 | | | | | |
Accumulated impairments | (41,278) | | | (64,790) | | | — | | | — | | | (106,068) | | | | | |
Net goodwill | $ | 139,069 | | | $ | 2,353 | | | $ | 6,515 | | | $ | 81 | | | $ | 148,018 | | | | | |
(a) Related to the divestiture of Edge. See Note 5 - "Acquisitions and Divestitures."
For 2022, the Company utilized a quantitative approach for all of its reporting units. The assessment was based on a combination of income and market approaches to estimate the fair value of the reporting units, which indicated that the fair values of the reporting units exceeded their respective carrying values. Significant assumptions used in the discounted cash flow analyses included expected future earnings and cash flows, which are based on management's current expectations, as well as the related risk-adjusted discount rate used to estimate fair value. There were no goodwill impairment charges recorded as a result of these assessments. It is possible in future periods that further declines in market conditions, customer demand or other potential changes in operations may increase the risk that these assets are impaired. At December 31, 2022, the goodwill related to the Electrical Products reporting unit is at risk of future impairment if the fair value of this reporting unit, and its associated assets, decrease in value due to the amount and timing of expected future cash flows, decreased customer demand for Electrical Products' services, an inability to execute management’s business strategies, or general market conditions, such as economic downturns, and changes in interest rates, including discount rates. Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company's estimates. If the Company's ongoing cash flow projections are not met or if market factors utilized in the impairment test deteriorate, including an unfavorable change in the terminal growth rate or the weighted-average cost of capital, the Company may have to record impairment charges in future periods. As of December 31, 2022 the Electrical Products reporting unit's fair value exceeded its net book value by 5% and the Electrical Products' reporting unit had goodwill of $46,445.
A summary of Other intangible assets, net is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 | | |
| Gross Carrying Amount | | Accumulated Amortization | | Net | | Gross Carrying Amount | | Accumulated Amortization | | Net | |
Customer relationships | $ | 191,508 | | | $ | 132,246 | | | $ | 59,262 | | | $ | 212,589 | | | $ | 134,876 | | | $ | 77,713 | | | |
Trademarks, trade names and brand names | 46,601 | | | 21,755 | | | 24,846 | | | 50,477 | | | 21,516 | | | 28,961 | | | |
Developed technology, patents and patent applications | 32,762 | | | 23,276 | | | 9,486 | | | 32,554 | | | 21,519 | | | 11,035 | | | |
Other | 16,657 | | | 15,468 | | | 1,189 | | | 18,766 | | | 16,645 | | | 2,121 | | | |
Total | $ | 287,528 | | | $ | 192,745 | | | $ | 94,783 | | | $ | 314,386 | | | $ | 194,556 | | | $ | 119,830 | | | |
Trademarks with indefinite lives as of December 31, 2022 and 2021 were $11,680 and $11,726, respectively. Amortization expense related to intangible assets was $15,361 and $18,466 for the years ended December 31, 2022 and 2021, respectively. The estimated amortization expense for each of the five succeeding years and thereafter is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ending December 31, |
| | 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | Thereafter |
Estimated amortization expense | | $ | 14,034 | | | $ | 13,481 | | | $ | 12,200 | | | $ | 10,206 | | | $ | 9,422 | | | $ | 23,760 | |
9. PROPERTY, PLANT AND EQUIPMENT, NET
A summary of property, plant and equipment, net is as follows:
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Land | $ | 22,723 | | | $ | 20,196 | |
Buildings and improvements | 101,223 | | | 96,425 | |
Machinery, equipment and other | 453,452 | | | 441,467 | |
Construction in progress | 21,721 | | | 17,050 | |
| 599,119 | | | 575,138 | |
Accumulated depreciation | (360,609) | | | (340,162) | |
Property, plant and equipment, net | $ | 238,510 | | | $ | 234,976 | |
Depreciation expense was $38,394 and $42,055 for the years ended December 31, 2022 and 2021, respectively.
In March 2021, the Joining Materials business sold an idle facility in Toronto, Canada for $6,979. The Company recognized a gain on the sale of the idle facility of $6,646 in Other income, net during the year ended December 31, 2021.
10. INVESTMENTS
The following table summarizes the Company's long-term investments as of December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Ownership % | | Long-Term Investments Balance | | | | | |
| December 31, | | December 31, | | | | | |
| 2022 | | 2021 | | 2022 | | 2021 | | | | | | | |
Aerojet Rocketdyne Holdings, Inc. (a) | 4.5 | % | | 4.9 | % | | 201,278 | | | 184,678 | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Steel Connect, Inc. ("STCN") convertible note (b) | | | | | 14,521 | | | 14,841 | | | | | | | | |
STCN preferred stock (c) | | | | | 35,000 | | | 34,255 | | | | | | | | |
STCN common stock | 30.0 | % | | 30.1 | % | | 26,000 | | | 25,456 | | | | | | | | |
PCS-Mosaic (d) | 59.0 | % | | | | 23,323 | | | — | | | | | | | | |
Other long-term investments | | | | | 9,575 | | | 1,850 | | | | | | | | |
| | | | | | | | | | | | | | |
Total | | | | | $ | 309,697 | | | $ | 261,080 | | | | | | | | |
(a) Gross unrealized gains for Aerojet Rocketdyne Holdings, Inc. ("Aerojet") totaled $191,696 and $173,567 at December 31, 2022 and 2021, respectively.
(b) Represents investment in STCN convertible note, which the Company accounts for under the fair value option with changes in fair value recognized in the Company's consolidated statements of operations. The Company entered into a convertible note with STCN ("STCN Note") on February 28, 2019, which matures on March 1, 2024. The cost basis of the STCN Note totaled $14,943 as of both December 31, 2022 and 2021. The STCN Note is convertible into shares of STCN's common stock at an initial conversion rate of 421.2655 shares of common stock per $1,000 principal amount of the STCN Note (which is equivalent to an initial conversion price of approximately $2.37
per share), subject to adjustment upon the occurrence of certain events. The STCN Note, if converted as of December 31, 2022, when combined with STCN common and preferred shares, also if converted, owned by the Company, would result in the Company having a direct interest of approximately 49.9% of STCN's outstanding shares.
(c) Represents investment in shares of STCN preferred stock which the Company accounts for under the fair value option with changes in fair value recognized in the Company's consolidated statements of operations. The investment in STCN preferred stock had a cost basis of $35,688 as of both December 31, 2022 and 2021. Each share of preferred stock can be converted into shares of STCN's common stock at an initial conversion price equal to $1.96 per share, subject to adjustment upon the occurrence of certain events.
(d) Represents the Company's investment in PCS-Mosaic as described in Note 5 - Acquisitions and Divestitures.
| | | | | | | | | | | | | |
| (Income) Loss of Associated Companies, Net of Taxes | | |
| Year Ended December 31, | | |
| 2022 | | 2021 | | |
STCN convertible notes | $ | 243 | | | $ | (583) | | | |
STCN preferred stock | (563) | | | (1,374) | | | |
STCN common stock | (4,502) | | | (9,786) | | | |
Aviat common stock | — | | | (3,921) | | | |
Other equity method investments | 211 | | | — | | | |
Total | $ | (4,611) | | | $ | (15,664) | | | |
The amount of unrealized gains (losses) that relate to equity securities still held as of December 31, 2022 and 2021 are as follows:
| | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 |
Net gains (losses) recognized during the period on equity securities | $ | 34,791 | | | $ | (24,044) | |
Less: Net gains recognized during the period on equity securities sold during the period | 17,025 | | | 44 | |
Unrealized gains (losses) recognized during the period on equity securities still held at the end of the period | $ | 17,766 | | | $ | (24,088) | |
Equity Method Investments
The Company's investments in associated companies include STCN and PCS-Mosaic, which are accounted for under the equity method of accounting. STCN is accounted for using the fair value option, however, PCS-Mosaic is carried at cost, plus or minus the Company’s share of net earnings or losses of the investment. Associated companies are included in the Corporate and Other segment. Certain associated companies have a fiscal year end that differs from December 31. Additional information for SPLP's significant investments in associated companies is as follows:
•STCN is a publicly-traded holding company, whose wholly-owned subsidiary, ModusLink Corporation, serves the supply chain management market.
•PCS-Mosaic is a private investment fund primarily invested in specialized software development and training services.
Other Investments
WebBank has HTM debt securities which are carried at amortized cost and included in Other non-current assets on the Company's consolidated balance sheets. The amount and contractual maturities of HTM debt securities are noted in the tables below. Actual maturities may differ from expected or contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties. The securities are collateralized by unsecured consumer loans.
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| Amortized Cost | | Gross Unrealized Losses | | Estimated Fair Value | | Carrying Value |
Collateralized securities | $ | 176,719 | | | $ | 146 | | | $ | 176,865 | | | $ | 176,719 | |
| | | | | | | |
Contractual maturities within: | | | | | | | |
One year to five years | | | | | | | 169,783 | |
Five years to ten years | | | | | | | 5,281 | |
After ten years | | | | | | | 1,655 | |
Total | | | | | | | $ | 176,719 | |
| | | | | | | |
| December 31, 2021 |
| Amortized Cost | | Gross Unrealized Gains | | Estimated Fair Value | | Carrying Value |
Collateralized securities | $ | 54,932 | | | $ | 225 | | | $ | 55,157 | | | $ | 54,932 | |
| | | | | | | |
Contractual maturities within: | | | | | | | |
One year to five years | | | | | | | 42,218 | |
Five years to ten years | | | | | | | 11,199 | |
After ten years | | | | | | | 1,515 | |
Total | | | | | | | $ | 54,932 | |
WebBank regularly evaluates each HTM debt security whose value has declined below amortized cost to assess whether the decline in fair value is other-than-temporary. If there is an other-than-temporary impairment in the fair value of any individual security classified as HTM, WebBank writes down the security to fair value with a corresponding credit loss portion charged to earnings, and the non-credit portion charged to AOCI.
11. DEPOSITS
A summary of WebBank deposits is as follows:
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Time deposits year of maturity: | | | |
| | | |
| | | |
2022 | — | | | 246,291 | |
2023 | 1,080,904 | | | 224,150 | |
2024 | 197,664 | | | 153,585 | |
2025 | 10,340 | | | — | |
Total time deposits | 1,288,908 | | | 624,026 | |
Savings deposits | 279,573 | | | 200,861 | |
Total deposits (a) | $ | 1,568,481 | | | $ | 824,887 | |
Current | $ | 1,360,477 | | | $ | 447,152 | |
Long-term | 208,004 | | | 377,735 | |
Total deposits | $ | 1,568,481 | | | $ | 824,887 | |
(a) WebBank has $1,057 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 $1,566,699 and $827,073 at December 31, 2022 and 2021, respectively.
12. DEBT
The components of debt and a reconciliation to the carrying amount of long-term debt is presented in the table below:
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Short-term debt: | | | |
Domestic | — | | | — | |
Foreign | $ | 685 | | | $ | 100 | |
Short-term debt | 685 | | | 100 | |
Long-term debt: | | | |
Credit Agreement | 178,650 | | | 269,850 | |
Other debt - foreign | — | | | — | |
Other debt - domestic | 989 | | | 1,071 | |
Subtotal | 179,639 | | | 270,921 | |
Less portion due within one year | 67 | | | 1,071 | |
Long-term debt | 179,572 | | | 269,850 | |
Total debt | $ | 180,324 | | | $ | 271,021 | |
Long-term debt as of December 31, 2022 matures in each of the next five years as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total | | | | 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | Thereafter |
Long-term debt | | $ | 179,639 | | | | | $ | 67 | | | $ | 67 | | | $ | 67 | | | $ | 178,717 | | | $ | 721 | | | $ | — | |
As of December 31, 2022, the Company's senior credit agreement, as amended and restated ("Credit Agreement"), covers substantially all of the Company's subsidiaries, with the exception of WebBank, and provides for a senior secured revolving credit facility in an aggregate principal amount not to exceed $600,000 (the “Revolving Credit Loans”), which includes a $50,000 subfacility for swing line loans, a $50,000 subfacility for standby letters of credit and a foreign currency sublimit (available in euros and pounds sterling) equal to the lesser of $75,000 and the total amount of the Revolving Credit Commitment. The Credit Agreement permits, under certain circumstances, to increase the aggregate principal amount of revolving credit commitments under the Credit Agreement by $300,000 plus additional amounts so long as the Leverage Ratio would not exceed 3.50:1. Borrowings bear interest, at annual rates of either Base Rate, SOFR Rate or Term RFR, at the borrowers’ option, plus an applicable margin, as set forth in the Credit Agreement. As of December 31, 2022, the Credit Agreement also provides for a commitment fee of 0.150% to be paid on unused borrowings.
The Credit Agreement contains financial covenants, including: (i) a Leverage Ratio not to exceed 4.25 to 1.00 for quarterly periods as of the end of each fiscal quarter; provided, however, that notwithstanding the foregoing, following a Material Acquisition, Borrowers shall not permit the Leverage Ratio, calculated as of the end of each of the four (4) fiscal quarters immediately following such Material Acquisition (which, for the avoidance of doubt, shall commence with the fiscal quarter in which such Material Acquisition is consummated), to exceed 4.50 to 1.00 and (ii) an Interest Coverage Ratio, calculated as of the end of each fiscal quarter, not less than 3.00 to 1.00. The Credit Agreement also contains standard representations, warranties and covenants for a transaction of this nature, including, among other things, covenants relating to: (i) financial reporting and notification; (ii) payment of obligations; (iii) compliance with law; (iv) maintenance of insurance; and (v) maintenance of properties. As of December 31, 2022 the Company was in compliance with all financial covenants under the Credit Agreement. The Company believes it will remain in compliance with the Credit Agreements covenants for the next twelve months. The Credit Agreement will expire on December 29, 2026.
The weighted average interest rate on the Credit Agreement was 5.63% at December 31, 2022. As of December 31, 2022, letters of credit totaling $10,640 had been issued under the Credit Agreement. The primary use of the Company's letters of credit are to support the performance and financial obligations for environmental matters, insurance programs and real estate leases. The Credit Agreement permits the Company to borrow for the dividends on its preferred units, pension contributions, investments, acquisitions and other general corporate expenses. Based on financial results as of December 31, 2022, the Company's total availability under the Credit Agreement, which is based upon Consolidated Adjusted EBITDA and certain covenants as described in the Credit Agreement, was approximately $410,700 as of December 31, 2022.
13. FINANCIAL INSTRUMENTS
WebBank - Economic Interests in Loans
WebBank's derivative financial instruments represent on-going economic interests in loans made after they are sold. These derivatives are carried at fair value on a gross basis in Other non-current assets on the Company's consolidated balance sheets and are classified within Level 3 in the fair value hierarchy (see Note 18 - "Fair Value Measurements"). As of December 31, 2022, outstanding derivatives mature within 3 to 5 years. Gains and losses resulting from changes in the fair value of derivative instruments are accounted for in the Company's consolidated statements of operations in Financial Services revenue. Fair value represents the estimated amounts that WebBank would receive or pay to terminate the contracts at the reporting date based on a discounted cash flow model for the same or similar instruments. WebBank does not enter into derivative contracts for speculative or trading purposes.
Precious Metal and Commodity Inventories
As of December 31, 2022, the Company had the following outstanding forward contracts with settlement dates through January 2023. There were no futures contracts outstanding as of December 31, 2022.
| | | | | | | | | | | | |
Commodity | | Amount (in whole units) | | Notional Value |
Silver | | 86,155 ounces | | $ | 2,001 | |
Gold | | 904 ounces | | $ | 1,627 | |
Palladium | | 1,937 ounces | | $ | 3,351 | |
Copper | | 257,000 pounds | | $ | 950 | |
Tin | | 13 metric tons | | $ | 324 | |
Fair Value Hedges: Certain forward contracts are accounted for as fair value hedges under ASC Topic 815 for the Company's precious metal inventory carried at fair value. These contracts hedge 61,423 ounces (in whole units) of silver and a majority of the Company's pounds of copper. The fair value of these derivatives are recognized as derivative assets and liabilities on the Company's consolidated balance sheets. The net changes in fair value of the derivative assets and liabilities, and the changes in the fair value of the underlying hedged inventory, are recognized in the Company's consolidated statements of operations, and such amounts principally offset each other due to the effectiveness of the hedges.
Economic Hedges: The remaining outstanding forward contracts for silver, and all the contracts for gold, palladium and tin, are accounted for as economic hedges. As these derivatives are not designated as accounting hedges under ASC Topic 815, they are accounted for as derivatives with no hedge designation. The derivatives are marked to market with gains and losses recorded in earnings in the Company's consolidated statements of operations. The economic hedges are associated primarily with the Company's precious metal inventory valued using the LIFO method.
The forward contracts were made with a counterparty rated Aa2 by Moody's. Accordingly, the Company has determined that there is minimal credit risk of default. Management evaluated counterparty risk and believes that there is minimal credit risk of default. The Company estimates the fair value of its derivative contracts based on the counterparty's statement. The Company maintains collateral on account with the third-party broker which varies in amount depending on the value of open contracts and the current market price.
The fair value and carrying amount of derivative instruments on the Company's consolidated balance sheets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value of Derivative Assets (Liabilities) |
| December 31, 2022 | | December 31, 2021 |
| Balance Sheet Location | | Fair Value | | Balance Sheet Location | | Fair Value |
Derivatives designated as ASC Topic 815 hedges | | | | | | | |
Commodity contracts | Accrued liabilities | | $ | (70) | | | Accrued liabilities | | $ | (53) | |
| | | | | | | |
Derivatives not designated as ASC Topic 815 hedges | | | | | | | |
| | | | | | | |
Commodity contracts | Accrued liabilities | | $ | (177) | | | Accrued liabilities | | $ | (349) | |
Economic interests in loans | Other non-current assets | | $ | 5,728 | | | Other non-current assets | | $ | 6,483 | |
The effects of fair value and cash flow hedge accounting in the consolidated statements of operations for the years ended December 31, 2022 and 2021 are not material.
The effects of derivatives not designated as ASC Topic 815 hedging instruments in the consolidated statements of operations for the years ended December 31, 2022 and 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | |
| | | | Amount of Gain (Loss) Recognized in Income | | |
| | | | Year Ended December 31, | | |
Derivatives Not Designated as Hedging Instruments | | Location of Gain (Loss) Recognized in Income | | 2022 | | 2021 | | |
| | | | | | | | |
Commodity contracts | | Other income (expense), net | | $ | 521 | | | $ | (203) | | | |
| | | | | | | | |
| | | | | | | | |
Economic interests in loans | | Financial Services Revenue | | 5,294 | | | 4,862 | | | |
| | | | | | | | |
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Total derivatives | | | | $ | 5,815 | | | $ | 4,659 | | | |
Financial Instruments with Off-Balance Sheet Risk
WebBank is a party to financial instruments with off-balance sheet risk. In the normal course of business, these financial instruments include commitments to extend credit in the form of loans as part of WebBank's lending arrangements. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized on the consolidated balance sheets. The contractual amounts of those instruments reflect the extent of involvement WebBank has in particular classes of financial instruments.
As of December 31, 2022 and 2021, WebBank's undisbursed loan commitments totaled $606,537 and $218,090, respectively. Commitments to extend credit are agreements to lend to a borrower who meets the lending criteria through one of WebBank's lending agreements, provided there is no violation of any condition established in the contract with the counterparty to the lending arrangement.
Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain of the commitments are expected to expire without the credit being extended, the total commitment amounts do not necessarily represent future cash requirements. WebBank evaluates each prospective borrower's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by WebBank upon extension of credit, is based on management's credit evaluation of the borrower and WebBank's counterparty.
WebBank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. WebBank uses the same credit policy in making commitments and conditional obligations as it does for on-balance sheet instruments.
14. PENSION AND OTHER POST-RETIREMENT BENEFITS
The Company's significant pension plans include two defined benefit pension plans. The WHX Pension Plan II ("WHX Plan II") is sponsored by the Company's subsidiary, Handy & Harman Ltd. ("HNH"). HNH's subsidiary, JPS Industries Holdings LLC ("JPS"), sponsors the Retirement Pension Plan for Employees of JPS Industries Holdings LLC ("JPS Pension Plan"). All future benefit accruals under the WHX Plan and JPS Pension Plan were frozen as of December 31, 2015, or such earlier effective dates as were applicable to each respective group. The Company's other pension and post-retirement benefit plans are not significant individually or in the aggregate.
Immediately prior to March 31, 2022, HNH sponsored both the WHX & API Foils Pension Plan ("WHX & API Plan") and the WHX II Plan. Effective March 31, 2022, the WHX & API Plan merged into the WHX II Plan, and all participants of both former plans are now participants of the WHX II Plan, which is the surviving merged plan. The merger of the two plans did not have any impact to the participants.
For the WHX II Plan and the JPS Pension Plan, net actuarial losses are being amortized over the average future lifetime of the participants in each plan's population. The Company believes that use of the future lifetime of the participants is appropriate because the plans are inactive.
The following table presents the components of net pension (income) expense for the Company's pension plans:
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| | | | | | | |
| Year Ended December 31, | | | | | | | | |
| 2022 | | 2021 | | | | | | | | |
| | | | | | | | | | | |
Interest cost | $ | 9,541 | | | $ | 7,516 | | | | | | | | | |
Expected return on plan assets | (25,342) | | | (25,288) | | | | | | | | | |
| | | | | | | | | | | |
Amortization of actuarial loss and prior service credit | 8,560 | | | 11,804 | | | | | | | | | |
Settlement | — | | | 1,863 | | | | | | | | | |
Total | $ | (7,241) | | | $ | (4,105) | | | | | | | | | |
Pension (income) expense is included in Selling, general and administrative expenses in the consolidated statements of operations.
Effective December 31, 2021, the Company entered into an agreement to convert a participating deposit administration group annuity contract to a fully settled contract for certain retirees in the JPS Pension Plan resulting in a settlement charge of $1,863 for the year ended December 31, 2021.
Actuarial assumptions used to develop the components of pension expense were as follows:
| | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | | | | | | | |
| 2022 | | 2021 | | | | | | | | |
Weighted-average discount rate | 2.54 | % | | 2.15 | % | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Weighted-average expected long-term rate of return on plan assets | 6.50 | % | | 6.50 | % | | | | | | | | |
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Summarized below is a reconciliation of the funded status for the Company's qualified defined benefit pension plans:
| | | | | | | | | | | | | | | | | | | |
| December 31, | | | | | | |
| | | | | |
| 2022 | | 2021 | | | | | | | | |
Change in benefit obligation: | | | | | | | | | | | |
Benefit obligation at January 1 | $ | 484,030 | | | $ | 541,908 | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Interest cost | 9,541 | | | 7,516 | | | | | | | | | |
Actuarial (gain) loss | (84,651) | | | (15,199) | | | | | | | | | |
Settlement | — | | | (12,257) | | | | | | | | | |
Benefits paid | (36,288) | | | (37,938) | | | | | | | | | |
| | | | | | | | | | | |
Benefit obligation at December 31 | 372,632 | | | 484,030 | | | | | | | | | |
Change in plan assets: | | | | | | | | | | | |
Fair value of plan assets at January 1 | 405,604 | | | 362,627 | | | | | | | | | |
| | | | | | | | | | | |
Actual returns on plan assets | (90,375) | | | 51,729 | | | | | | | | | |
| | | | | | | | | | | |
Benefits paid | (36,288) | | | (37,938) | | | | | | | | | |
Company contributions | 12,437 | | | 41,443 | | | | | | | | | |
Settlement | — | | | (12,257) | | | | | | | | | |
| | | | | | | | | | | |
Fair value of plan assets at December 31 | 291,378 | | | 405,604 | | | | | | | | | |
Funded status | $ | (81,254) | | | $ | (78,426) | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Amounts recognized on the consolidated balance sheets: | | | | | | | | | | | |
| | | | | | | | | | | |
Non-current liability | $ | (81,254) | | | $ | (78,426) | | | | | | | | | |
Total | $ | (81,254) | | | $ | (78,426) | | | | | | | | | |
The table below summarizes the weighted-average assumptions used to determine benefit obligations:
| | | | | | | | | | | | | | | |
| Year Ended December 31, | | |
| 2022 | | 2021 | | | | |
Weighted-average discount rate | 5.27 | % | | 2.63 | % | | | | |
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Pretax amounts included in Accumulated other comprehensive loss are as follows:
| | | | | | | | | | | | | | | |
| Year Ended December 31, | | | | |
| | | |
| 2022 | | 2021 | | | | |
| | | | | | | |
Net actuarial loss | $ | 206,505 | | | $ | 183,999 | | | | | |
Accumulated other comprehensive loss | $ | 206,505 | | | $ | 183,999 | | | | | |
Other pretax changes in plan assets and benefit obligations recognized in comprehensive income (loss) are as follows:
| | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | | | | | |
| 2022 | | 2021 | | | | | | | | |
Current year actuarial loss | $ | 31,066 | | | $ | (45,546) | | | | | | | | | |
Amortization of actuarial loss | (8,560) | | | (13,666) | | | | | | | | | |
Settlement (gain)/loss | — | | | 3,906 | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total recognized in comprehensive (loss) income | $ | 22,506 | | | $ | (55,306) | | | | | | | | | |
Benefit obligations were in excess of plan assets at both December 31, 2022 and 2021. Additional information for the plans with accumulated benefit obligations in excess of plan assets follows:
| | | | | | | | | | | | | | | |
| December 31, | | | | |
| | | |
| 2022 | | 2021 | | | | |
Projected benefit obligation | $ | 372,632 | | | $ | 484,030 | | | | | |
Accumulated benefit obligation | $ | 372,632 | | | $ | 484,030 | | | | | |
Fair value of plan assets | $ | 291,378 | | | $ | 405,604 | | | | | |
In determining the expected long-term rate of return on plan assets, the Company evaluated input from various investment professionals. In addition, the Company considered its historical compound returns, as well as the Company's forward-looking expectations. The Company determines its actuarial assumptions for its pension plans each year to calculate liability information as of December 31, and pension expense or income for the following year. The discount rate assumption is derived from the rate of return on high-quality bonds as of December 31 of each year.
The Company's investment policy is to maximize the total rate of return with a view to long-term funding objectives of the pension plans to ensure that funds are available to meet benefit obligations when due. Pension plan assets are diversified to the extent necessary to minimize risk and to achieve an optimal balance between risk and return. Target asset allocation ranges are identified in the Steel Partners Pension Investment Committee Investment Policy Statement, as reviewed and updated from time to time. Pension plans' assets are diversified as to type of assets, investment strategies employed and number of investment managers used. Investments may include equities, fixed income, cash equivalents, convertible securities and private investment funds. Derivatives may be used as part of the investment strategy. The Company may direct the transfer of assets between investment managers in order to rebalance the portfolio in accordance with asset allocation guidelines established by the Steel Partners Pension Investment Committee.
The table below presents the fair value of the Company's plan assets by asset category segregated by level within the fair value hierarchy, as follows:
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| Assets at Fair Value as of December 31, 2022 |
Asset Class | Level 1 | | Level 2 | | Level 3 | | Total |
Equity securities: | | | | | | | |
U.S. and international mid-cap | $ | 38,925 | | | $ | — | | | $ | — | | | $ | 38,925 | |
U.S. and international large-cap | 59,881 | | | — | | | — | | | 59,881 | |
U.S. and international small-cap | 9,581 | | | — | | | — | | | 9,581 | |
Fixed income securities | 988 | | | — | | | — | | | 988 | |
Mortgage backed securities | — | | | 8,727 | | | — | | | 8,727 | |
U.S. Government debt securities | — | | | 4,369 | | | — | | | 4,369 | |
Corporate bonds and loans | 4,058 | | | 20,817 | | | — | | | 24,875 | |
Convertible promissory notes | — | | | — | | | 2,643 | | | 2,643 | |
| | | | | | | |
Subtotal | $ | 113,433 | | | $ | 33,913 | | | $ | 2,643 | | | 149,989 | |
Pension assets measured at net asset value (1) | | | | | | | |
Hedge funds and hedge fund-related strategies | | | | | | | 94,668 | |
Private equity | | | | | | | 43,416 | |
| | | | | | | |
| | | | | | | |
Total pension assets measured at net asset value | | | | | | | 138,084 | |
Cash and cash equivalents | | | | | | | 4,725 | |
Net payables | | | | | | | (1,420) | |
Total pension assets | | | | | | | $ | 291,378 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Assets at Fair Value as of December 31, 2021 |
Asset Class | Level 1 | | Level 2 | | Level 3 | | Total |
Equity securities: | | | | | | | |
U.S. mid-cap | $ | 54,492 | | | $ | — | | | $ | — | | | $ | 54,492 | |
U.S. and international large-cap | 105,685 | | | — | | | — | | | 105,685 | |
U.S. small-cap | 14,653 | | | — | | | — | | | 14,653 | |
Fixed income securities | 1,732 | | | — | | | — | | | 1,732 | |
| | | | | | | |
Mortgage and other asset-backed securities | — | | | 10,831 | | | — | | | 10,831 | |
U.S. Government debt securities | — | | | 14,918 | | | — | | | 14,918 | |
Corporate bonds and loans | 6,106 | | | 23,041 | | | — | | | 29,147 | |
Convertible promissory notes | — | | | 129 | | | 2,500 | | | 2,629 | |
| | | | | | | |
Subtotal | $ | 182,668 | | | $ | 48,919 | | | $ | 2,500 | | | 234,087 | |
Pension assets measured at net asset value (1) | | | | | | | |
Hedge funds and hedge fund-related strategies | | | | | | | 120,099 | |
Private equity | | | | | | | 38,278 | |
| | | | | | | |
| | | | | | | |
Total pension assets measured at net asset value | | | | | | | 158,377 | |
Cash and cash equivalents | | | | | | | 16,827 | |
Net payables | | | | | | | (3,687) | |
Total pension assets | | | | | | | $ | 405,604 | |
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(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.
During 2022, the changes to the pension plans' Level 3 assets were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2022 | Convertible Promissory Notes | | Stock Warrants | | Private Company Common Stock | | Total |
Beginning balance as of January 1, 2022 | $ | 2,500 | | | $ | — | | | $ | — | | | $ | 2,500 | |
| | | | | | | |
| | | | | | | |
Gains or losses included in changes in net assets | 143 | | | — | | | — | | | 143 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
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Ending balance as of December 31, 2022 | $ | 2,643 | | | $ | — | | | $ | — | | | $ | 2,643 | |
During 2021, the changes to the pension plans' Level 3 assets were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2021 | Convertible Promissory Notes | | Stock Warrants | | Private Company Common Stock | | Total |
Beginning balance as of January 1, 2021 | $ | 10,330 | | | $ | 1,033 | | | $ | 1,400 | | | $ | 12,763 | |
| | | | | | | |
| | | | | | | |
Gains or losses included in changes in net assets | (2,681) | | | (1,033) | | | (1,400) | | | (5,114) | |
| | | | | | | |
Purchases | (5,149) | | | — | | | — | | | (5,149) | |
| | | | | | | |
| | | | | | | |
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Ending balance as of December 31, 2021 | $ | 2,500 | | | $ | — | | | $ | — | | | $ | 2,500 | |
The Company's policy is to recognize transfers in and transfers out of Level 3 as of the date of the event or change in circumstances that caused the transfer. During 2022 and 2021, there was no transfer in or transfer out of Level 3.
The following tables present the category, fair value, unfunded commitments, redemption frequency and redemption notice period of those assets for which fair value was estimated using the net asset value per share (or its equivalents), as well as plan assets which have redemption notice periods, as of December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Class Name | | Fair Value December 31, 2022 | | Unfunded Commitments | | Redemption Frequency | | Redemption Notice Period |
Hedge funds | | $ | 94,668 | | | $ | — | | | (1) | | 60 - 180 days |
Private equity | | 43,416 | | | 17,668 | | | (2) | | (2) |
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Class Name | | Fair Value December 31, 2021 | | Unfunded Commitments | | Redemption Frequency | | Redemption Notice Period |
Hedge funds | | $ | 120,099 | | | $ | — | | | (1) | | 60 - 180 days |
Private equity | | 38,278 | | | 27,802 | | | (2) | | (2) |
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(1) Various. Includes funds with monthly, quarterly and annual redemption frequencies, redemption windows of 1 to 5 years following the anniversary of the initial investments, limited redemptions of 25% per quarter to 20% per annum, as well as subject to 10% holdback.
(2) Voluntary withdrawals are not permitted. The funds have various durations from 3 to 11 years.
Hedge Funds and Hedge Fund-Related Strategies. The strategies include U.S. and international equity, event driven, value driven and long-term capital growth.
Private Equity. The strategies include growth and value oriented private companies and investment funds, as well as asset and revenue based lending.
Contributions
Employer contributions consist of funds paid from employer assets into a qualified pension trust account. The Company's funding policy is to contribute annually an amount that satisfies the minimum funding standards of the Employee Retirement Income Security Act.
For the year ending December 31, 2023, the minimum required contribution to the Company's pension plans is approximately $5,720. Required future pension contributions are estimated based upon assumptions such as discount rates on future obligations, assumed rates of return on plan assets and legislative changes. Actual future pension costs and required funding obligations will be affected by changes in the factors and assumptions described in the previous sentence, including the impact of declines in pension plan assets and interest rates, as well as other changes such as any plan termination or other acceleration events.
Benefit Payments
Estimated future benefit payments for the pension plans are as follows:
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| | | |
Years | Pension Benefit Payments | | |
2023 | $ | 38,366 | | | |
2024 | 37,665 | | | |
2025 | 36,435 | | | |
2026 | 35,191 | | | |
2027 | 33,836 | | | |
2027-2031 | 147,016 | | | |
15. CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS
As of December 31, 2022, the Company had 21,605,093 Class A units (regular common units) outstanding.
Common Unit Repurchase Program
The Board of Directors has approved the repurchase of up to an aggregate of 7,770,240 of the Company's common units (the "Repurchase Program"). The Repurchase Program, which was announced on December 7, 2016, supersedes and cancels, to the extent any amounts remain available, all previously approved repurchase programs. Any purchases made under the Repurchase Program will be made from time to time on the open market at prevailing market prices or in negotiated transactions off the market, in compliance with applicable laws and regulations. In connection with the Repurchase Program, the Company may enter into a stock purchase plan. The Repurchase Program has no termination date. During the year ended December 31, 2022, the Company purchased 1,093,747 common units for an aggregate purchase price of $44,973. From the inception of the Repurchase Program until December 31, 2022 the Company had purchased 7,345,992 common units for an aggregate purchase price of approximately $144,358. As of December 31, 2022, there remained 424,248 units that may yet be purchased under the Repurchase Program.
Incentive Award Plan
The Company's 2018 Incentive Award Plan (the "2018 Plan") provides equity-based compensation through the grant of options to purchase the Company's limited partnership units, unit appreciation rights, restricted units, phantom units, substitute awards, performance awards, other unit-based awards, and includes, as appropriate, any tandem distribution equivalent rights granted with respect to an award (collectively, the "LP Units"). On May 18, 2020, the Company's unitholders approved the Amended and Restated 2018 Incentive Award Plan (the "Second A&R 2018 Plan"), which increased the number of LP Units issuable under the 2018 Plan by 500,000 to a total of 1,000,000 LP Units. On June 9, 2021, the Company's unitholders approved the Second Amended and Restated 2018 Incentive Award Plan, which increased the number of LP Units issuable under the 2018 Plan by 1,000,000 to a total of 2,000,000 LP Units. The Company granted 44,352 restricted units under the Second A&R 2018 Plan during the year ended December 31, 2022. Such LP Units were valued based upon the market value of the Company's LP Units on the date of grant, and collectively represent approximately $1,484 of unearned compensation that will be recognized as expense ratably over the vesting period of the units. The grants have cliff vesting periods that range from one to three years from the date of grant. As of December 31, 2022, total unrecognized compensation costs related to restricted units were $1,640 and are expected to be recognized over a weighted average remaining period of 1.6 years.
Preferred Units
The Company's 6.0% Series A preferred units, no par value (the "SPLP Preferred Units") entitle the holders to a cumulative quarterly cash or in-kind (or a combination thereof) distribution. The Company declared cash distributions of approximately $9,633 to preferred unitholders for both the years ended December 31, 2022 and 2021, respectively. The SPLP Preferred Units have a term of nine years, ending February 2026, and are redeemable at any time at the Company's option at a $25 liquidation value per unit, plus any accrued and unpaid distributions (payable in cash or SPLP common units, or a combination of both, at the Company's discretion). If redeemed in common units, the number of common units to be issued will be equal to the liquidation value per unit divided by the volume weighted-average price of the common units for 60 days prior to the redemption.
The SPLP Preferred Units have no voting rights, except that holders of the preferred units have certain voting rights in limited circumstances relating to the election of directors following the failure to pay six quarterly distributions. The SPLP Preferred Units are recorded as non-current liabilities, including accrued interest expense, on the Company's consolidated balance sheets as of December 31, 2022 and 2021 because they have an unconditional obligation to be redeemed for cash or by issuing a variable number of SPLP common units for a monetary value that is fixed and known at inception. Because the SPLP Preferred Units are classified as liabilities, distributions thereon are recorded as a component of Interest expense in the Company's consolidated statements of operations. As of December 31, 2022 and 2021, there were 6,422,128 SPLP Preferred Units outstanding.
Incentive Unit Awards
In 2012, SPLP issued to the Manager partnership profits interests in the form of Incentive Units which entitle the holder generally to share in 15% of the increase in the equity value of the Company, based on the volume weighted average price of the Company’s common units for the 20 trading days prior to the year-end measurement date. In 2015, the Manager assigned its rights to Incentive Units to a related party, SPH SPV-I LLC. Vesting in Incentive Units is measured annually on the last day of the Company’s fiscal year and is based upon exceeding a baseline equity value per common unit which was $39.26 and was determined when the most recent award vested on December 31, 2021. The number of outstanding Incentive Units is equal to 100% of the common units outstanding, including common units held by non-wholly-owned subsidiaries. The measurement date equity value per common unit is determined by calculating the volume weighted average price ("VWAP") of the Company’s
common units for 20 trading days prior to a measurement date. If an Incentive Unit award vests as of an annual measurement date they will be issued as Class C units. As of the annual measurement date on December 31, 2022, 200,253 Incentive Units vested as the Company’s VWAP exceeded the baseline equity value of $39.26, and upon vesting, were classified as Class C units. Following their issuance, the Incentive Units will automatically convert to common units at a future date (as discussed below). The Incentive Unit award was granted in 2012 for accounting purposes and expense was recognized over the derived service period; therefore, no expense will be recognized for future issuances or vesting of Incentive Unit Awards.
Upon vesting in Incentive Units, the baseline equity value will be recalculated as the new baseline equity value to be assessed at the next annual measurement date. As of December 31, 2022, the number of Incentive Units for future vesting in awards was 21,805,346 which is the sum of 21,605,093 common units outstanding and 200,253 vested Incentive Units as of year end. As of December 31, 2022, the baseline equity value per common unit was calculated as $41.82 due to vesting of Incentive Units. If the baseline equity value is not exceeded as of an annual measurement date, then no portion of annual Incentive Units will be classified as Class C common units for that year and the baseline equity value per common unit will be the same amount as determined upon the prior vesting. The Class C units have the same rights as the LP Units, including, without limitation, with respect to partnership distributions and allocations of income, gain, loss and deduction, in all respects, except that liquidating distributions made by the Company to such holder may not exceed the amount of its capital account allocable to such Class C units and such Class C units may not be sold in the public market, until they have converted into LP Units. At such time that the amount of the capital account allocable to a Class C unit is equal to the amount of the capital account allocable to an LP Unit, such Class C unit shall convert automatically into an LP Unit.
Accumulated Other Comprehensive Loss
Changes, net of tax, where applicable, in AOCI are as follows:
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Unrealized loss on available-for-sale securities | | | | Cumulative translation adjustments | | Change in net pension and other benefit obligations | |
Total | | |
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Balance at December 31, 2020 | $ | (274) | | | | | $ | (12,828) | | | $ | (159,547) | | | $ | (172,649) | | | |
Net other comprehensive income (loss) attributable to common unitholders (a) | 182 | | | | | (1,133) | | | 41,797 | | | 40,846 | | | |
Balance at December 31, 2021 | $ | (92) | | | | | $ | (13,961) | | | $ | (117,750) | | | $ | (131,803) | | | |
Net other comprehensive loss attributable to common unitholders (a) | — | | | | | (3,152) | | | (16,919) | | | $ | (20,071) | | | |
Balance at December 31, 2022 | $ | (92) | | | | | $ | (17,113) | | | $ | (134,669) | | | $ | (151,874) | | | |
(a) Net of tax benefit of approximately $5,175 and $13,370 for the years ended December 31, 2022 and 2021, respectively, principally related to changes in pension liabilities and other post-retirement benefit obligations.
16. INCOME TAXES
Details of the Company's tax provision (benefit) are as follows:
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| Year Ended December 31, | | |
| 2022 | | 2021 | | |
Income before income taxes and equity method investments | | | | | |
Domestic | $ | 271,086 | | | $ | 190,570 | | | |
Foreign | 4,412 | | | 10,295 | | | |
Total | $ | 275,498 | | | $ | 200,865 | | | |
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Income taxes: | | | | | |
Current: | | | | | |
Federal | $ | 11,967 | | | $ | 2,229 | | | |
State | 10,673 | | | 6,502 | | | |
Foreign | 2,758 | | | 2,560 | | | |
Total income taxes, current | 25,398 | | | 11,291 | | | |
Deferred: | | | | | |
Federal | 45,940 | | | 67,062 | | | |
State | 2,758 | | | 6,416 | | | |
Foreign | (152) | | | (680) | | | |
Total income taxes, deferred | 48,546 | | | 72,798 | | | |
Income tax provision | $ | 73,944 | | | $ | 84,089 | | | |
The following is a reconciliation of the income tax provision computed at the federal statutory rate of 21 percent to the actual income tax rate are as follows:
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| Year Ended December 31, | | |
| 2022 | | 2021 | | |
Income before income taxes and equity method investments | $ | 275,498 | | | $ | 200,865 | | | |
Federal income tax provision at statutory rate | $ | 57,855 | | | $ | 42,182 | | | |
Loss passed through to common unitholders (a) | 2,736 | | | 2,088 | | | |
| 60,591 | | | 44,270 | | | |
State income taxes, net of federal effect | 10,892 | | | 12,022 | | | |
Change in valuation allowance | (3,019) | | | (2,739) | | | |
Foreign tax rate differences | 2,456 | | | 1,553 | | | |
Uncertain tax positions | (119) | | | (126) | | | |
Federal and state audits | 14 | | | (827) | | | |
Unrealized Gain on Investments (b) | 1,417 | | | 35,143 | | | |
Gain on the Sale of Businesses | 2,835 | | | — | | | |
NOL carryback – rate differential | — | | | 119 | | | |
Recognition of Basis Step-Up | — | | | (3,612) | | | |
Permanent differences and other | (1,123) | | | (1,714) | | | |
Income tax provision | $ | 73,944 | | | $ | 84,089 | | | |
(a) Represents taxes at statutory rate on income and losses for which no tax expense or benefit is recognizable by SPLP and certain of its subsidiaries which are taxed as pass-through entities. Such income and losses are allocable directly to SPLP's unitholders and taxed when realized.
(b) Represents taxes on unrealized gains on investment from related parties, which are eliminated for financial statement purposes.
Deferred income taxes result from temporary differences in the financial basis and tax basis of assets and liabilities. The amounts shown on the following table represent the tax effect of temporary differences between the consolidated tax return basis of assets and liabilities and the corresponding basis for financial reporting, as well as tax credit and operating loss carryforwards.
The effects of temporary differences that give rise to the deferred tax assets and liabilities are presented as follows:
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| December 31, |
| 2022 | | 2021 |
Deferred Tax Assets: | | | |
Operating loss carryforwards (a) | $ | 36,266 | | | $ | 61,598 | |
Postretirement and postemployment employee benefits | 20,781 | | | 20,798 | |
Tax credit carryforwards | 2,144 | | | 4,449 | |
Accrued costs | 5,079 | | | 6,993 | |
Investment impairments and unrealized losses | 9,338 | | | 5,416 | |
Inventories | 4,713 | | | 4,409 | |
Environmental costs | 6,146 | | | 5,235 | |
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Capital loss | — | | | 18,471 | |
Allowance for doubtful accounts and loan losses | 7,974 | | | 4,277 | |
Lease liabilities | 10,024 | | | 8,247 | |
Deferred Compensation | 5,150 | | | 3,127 | |
Other | 3,658 | | | 2,622 | |
Gross deferred tax assets | 111,273 | | | 145,642 | |
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Deferred Tax Liabilities: | | | |
Intangible assets | (17,239) | | | (21,523) | |
Fixed assets | (26,148) | | | (26,032) | |
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Unrealized gain on investment (b) | (76,427) | | | (69,491) | |
Right of use assets | (10,021) | | | (8,249) | |
Other | (1,098) | | | (4,566) | |
Gross deferred tax liabilities | (130,933) | | | (129,861) | |
Valuation allowance (c) | (20,902) | | | (29,455) | |
Net deferred tax liabilities | $ | (40,562) | | | $ | (13,674) | |
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Classified on the Company's consolidated balance sheets as follows: | | | |
Deferred tax assets | 493 | | | $ | — | |
Deferred tax liabilities | 41,055 | | | 13,674 | |
| $ | (40,562) | | | $ | (13,674) | |
(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) Includes taxes on unrealized gains on investment from related parties, which are eliminated for financial statement purposes.
(c) 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.
The Tax Cuts and Jobs Act of 2017 ("TCJA") amended Section 174 to require capitalization of all research and developmental ("R&D") costs incurred in tax years beginning after December 31, 2021. These costs are required to be amortized over five years if the R&D activities are performed in the U.S., or over 15 years if the activities were performed outside the U.S. The Company capitalized approximately $12,981 of R&D expenses incurred as of December 31, 2022. The CARES Act made tax law changes to provide financial relief to companies as a result of business impacts of COVID-19. The Company elected to take the available relief under the CARES Act to defer payments of certain payroll taxes. As of December 31, 2022, the Company has paid the total amount of payroll taxes deferred.
On August 16, 2022, the Inflation Reduction Act ("IRA") was signed into law in the United States. Among other provisions, the IRA includes a 15.0% corporate minimum tax rate applied to certain large corporations and a 1.0% excise tax on corporate stock repurchases made after December 31, 2022. We do not expect the IRA to have a material impact on our consolidated financial statements.
At December 31, 2022, the Company's corporate subsidiaries had carryforwards of U.S. federal NOLs of approximately $119,869; of this amount, $110,508 expire in 2023 through 2037 and $9,361 are not subject to expiration. The Company generated federal NOLs of approximately $296 during the year which have an unlimited carryforward period. In addition, there are federal NOLs that can only be utilized by the corporate subsidiaries that generated the prior year losses, commonly called separate return limitation year ("SRLY") NOLs, totaling $56,174, of which $50,600 will expire in 2023 through 2037, and $5,574 which are not subject to expiration. The Company has a valuation allowance to reserve its deferred tax asset associated
with the SRLY NOLs. U.S. income taxes were not provided on cumulative undistributed foreign earnings as of December 31, 2022 and 2021. Foreign undistributed earnings remain indefinitely reinvested in foreign operations, therefore, no provision for U.S. income taxes was accrued.
The Company's corporate subsidiaries have NOLs in foreign jurisdictions totaling $15,352. A valuation allowance has been established against a significant portion of the deferred tax asset associated with the foreign NOLs. There are NOLs in various states in which the subsidiaries operate. The amount totaled $11,175 and expires in 2023 through 2042. A valuation allowance has been established against a significant portion of the deferred tax asset associated with the state NOLs.
The Company's corporate subsidiaries have federal research and development credit carryforwards of $780 that expire in 2023, and state research and development credit carryforwards of $18,157 for which a significant amount do not expire. The Company has a valuation allowance to reserve a significant portion of its deferred tax assets associated with the credit carryforwards.
Unrecognized Tax Benefits
U.S. GAAP provides that the tax effects from an uncertain tax position can be recognized in the consolidated financial statements only if the position is more likely than not of being sustained on audit, based on the technical merits of the position. The change in the amount of unrecognized tax benefits for 2022 and 2021 was as follows:
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Balance at December 31, 2020 | 42,379 | |
Additions for tax positions related to current year | 362 |
Additions for tax positions related to prior years | $ | — | |
Payments | (229) | |
Reductions due to lapsed statutes of limitations and expiration of credits | (459) | |
Balance at December 31, 2021 | $ | 42,053 | |
Additions for tax positions related to current year | 273 |
Additions for tax positions related to prior years | 727 |
Payments | (347) | |
Reductions due to lapsed statutes of limitations and expiration of credits | (2,849) | |
Balance at December 31, 2022 | $ | 39,857 | |
The Company's total gross unrecognized tax benefits were $39,857 and $42,053 at December 31, 2022 and 2021, respectively, of which $36,483, if recognized, would affect the provision for income taxes. In 2022, the Company reversed $2,849 of reserves upon the expiration of the statutes of limitations with applicable taxing authorities and the expiration of time for utilizing certain credits for which a full reserve is maintained. As of December 31, 2022, it is reasonably possible that unrecognized tax benefits may decrease by $2,609 in the next 12 months due to the expiration of statutes of limitations. The Company recognizes interest and penalties, if applicable, related to uncertain tax positions in its income tax provision in the consolidated statement of operations. For 2022 and 2021, the amount of such interest and penalties recognized was $547 and $5, respectively.
The Company is subject to U.S. federal income tax, as well as income taxes in various domestic states and foreign jurisdictions in which the Company operated or formerly operated in. The Company is generally no longer subject to federal, state or local income tax examinations by tax authorities for any year prior to 2017. However, NOLs generated in prior years are subject to examination and potential adjustment by the taxing authorities upon their utilization in subsequent years' tax returns.
The Company is not currently under tax examination in any foreign jurisdictions. The Company has ongoing state audits in various state tax jurisdictions. The Company has not identified any material adjustments with respect to the state audits to date.
17. NET INCOME PER COMMON UNIT
The following data was used in computing net income per common unit shown in the Company's consolidated statements of operations:
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| December 31, | | | | |
| 2022 | | 2021 | | | | |
Net income from continuing operations | $ | 206,165 | | | $ | 132,440 | | | | | |
Net income attributable to noncontrolling interests in consolidated entities (continuing operations) | (193) | | | (1,170) | | | | | |
Net income from continuing operations attributable to common unitholders | 205,972 | | | 131,270 | | | | | |
Net income from discontinued operations attributable to common unitholders | — | | | 138 | | | | | |
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Net income attributable to common unitholders | 205,972 | | | 131,408 | | | | | |
Effect of dilutive securities: | | | | | | | |
Interest expense from SPLP Preferred Units (a) | 12,311 | | | 12,311 | | | | | |
Net income attributable to common unitholders – assuming dilution | $ | 218,283 | | | $ | 143,719 | | | | | |
Net income per common unit - basic | | | | | | | |
Net income from continuing operations | $ | 9.03 | | | $ | 6.09 | | | | | |
Net income from discontinued operations | — | | | — | | | | | |
Net income attributable to common unitholders | $ | 9.03 | | | $ | 6.09 | | | | | |
Net income per common unit – diluted | | | | | | | |
Net income attributable to common unitholders | $ | 8.12 | | | $ | 4.96 | | | | | |
Net income from discontinued operations | — | | | 0.01 | | | | | |
Net income attributable to common unitholders | $ | 8.12 | | | $ | 4.97 | | | | | |
Denominator for net income per common unit - basic (b) | 22,813,588 | | | 21,561,200 | | | | | |
Effect of dilutive securities: | | | | | | | |
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Unvested restricted common units | 137,906 | | | 177,439 | | | | | |
SPLP Preferred Units | 3,917,946 | | | 7,181,619 | | | | | |
Denominator for net income per common unit - diluted (a) | 26,869,440 | | | 28,920,258 | | | | | |
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(a) Assumes the SPLP Preferred Units were redeemed in common units as described in Note 15 - "Capital and Accumulated Other Comprehensive Loss."
(b) As of the annual measurement date on December 31, 2022, 200,253 incentive units vested. The incentive units are expected to be issued in the first quarter of our fiscal year ending December 31, 2023.
18. FAIR VALUE MEASUREMENTS
Financial assets and liabilities measured at fair value on a recurring basis in the Company's consolidated financial statements as of December 31, 2022 and 2021 are summarized by type of inputs applicable to the fair value measurements as follows:
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December 31, 2022 | Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | | | | | | | |
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Long-term investments (a) | $ | 234,039 | | | $ | — | | | $ | 52,336 | | | $ | 286,375 | |
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Precious metal and commodity inventories recorded at fair value | 32,896 | | | — | | | — | | | 32,896 | |
Economic interests in loans (b) | — | | | — | | | 5,728 | | | 5,728 | |
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Warrants (c) | — | | | — | | | 3,564 | | | 3,564 | |
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Total | $ | 266,935 | | | $ | — | | | $ | 61,628 | | | $ | 328,563 | |
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Liabilities: | | | | | | | |
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Commodity contracts on precious metal and commodity inventories | $ | — | | | $ | 247 | | | $ | — | | | $ | 247 | |
Other precious metal liabilities | 30,115 | | | — | | | — | | | 30,115 | |
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Total | $ | 30,115 | | | $ | 247 | | | $ | — | | | $ | 30,362 | |
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December 31, 2021 | Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | | | | | | | |
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Long-term investments (a) | 210,995 | | | — | | | 50,085 | | | 261,080 | |
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Precious metal and commodity inventories recorded at fair value | 35,438 | | | — | | | — | | | 35,438 | |
Economic interests in loans (b) | — | | | — | | | 6,483 | | | 6,483 | |
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Warrants (c) | — | | | — | | | 6,929 | | | 6,929 | |
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Total | $ | 246,433 | | | $ | — | | | $ | 63,497 | | | $ | 309,930 | |
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Liabilities: | | | | | | | |
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Commodity contracts on precious metal and commodity inventories | $ | — | | | $ | 402 | | | $ | — | | | $ | 402 | |
Other precious metal liabilities | 31,725 | | | — | | | — | | | 31,725 | |
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Total | $ | 31,725 | | | $ | 402 | | | $ | — | | | $ | 32,127 | |
(a) For additional detail of the long-term investments see Note 10 - "Investments." The investment in PCS-Mosaic of $23,323 is not included in the fair value leveling tables as it is valued at cost.
(b) For additional detail of the economic interests in loans see Note 13 - "Financial Instruments."
(c) Included within Other non-current assets in the Company's consolidated balance sheets.
There were no transfers of securities among the various measurement input levels during the years ended December 31, 2022 or 2021.
Level 1 inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date ("Level 1").
Level 2 inputs may include quoted prices in active markets for similar assets or liabilities, quoted prices in a market that is not active for identical assets or liabilities, or other inputs that can be corroborated by observable market data ("Level 2")
Level 3 inputs are unobservable for the asset or liability when there is little, if any, market activity for the asset or liability. Level 3 inputs are based on the best information available and may include data developed by the Company ("Level 3")
The fair value of the Company's financial instruments, such as cash and cash equivalents, trade and other receivables and accounts payable, approximates carrying value due to the short-term maturities of these assets and liabilities. Carrying cost approximates fair value for long-term debt, which has variable interest rates.
The precious metal and commodity inventories associated with the Company's fair value hedges (see Note 13 - "Financial Instruments") are reported at fair value. Fair values of these inventories are based on quoted market prices on commodity exchanges and are considered Level 1 measurements. The derivative instruments that the Company purchases in connection with its precious metal and commodity inventories, specifically commodity futures and forward contracts, are also valued at fair value. The futures contracts are Level 1 measurements since they are traded on a commodity exchange. The forward contracts are entered into with a counterparty and are considered Level 2 measurements.
Following is a summary of changes in financial assets measured using Level 3 inputs:
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| Long Term Investments in Associated Companies (a) | | Economic Interests in Loans (b) | | Warrants (b) | | | | Total |
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Balance at December 31, 2020 | $ | 48,434 | | | $ | 11,599 | | | $ | 2,618 | | | | | $ | 62,651 | |
Purchases | 95 | | | — | | | — | | | | | 95 | |
Sales and cash collections | (632) | | | (9,978) | | | (2,377) | | | | | (12,987) | |
Realized gains on sale | 182 | | | 4,862 | | | 6,688 | | | | | 11,732 | |
Unrealized gains | 2,006 | | | — | | | — | | | | | 2,006 | |
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Balance at December 31, 2021 | 50,085 | | | 6,483 | | | 6,929 | | | | | 63,497 | |
Purchases | 1,826 | | | — | | | — | | | | | 1,826 | |
Sales and cash collections | — | | | (6,049) | | | (1,215) | | | | | (7,264) | |
Realized gains on sale | — | | | 5,294 | | | (2,150) | | | | | 3,144 | |
Unrealized gains | 746 | | | — | | | — | | | | | 746 | |
Unrealized losses | (321) | | | — | | | — | | | | | (321) | |
Balance at December 31, 2022 | $ | 52,336 | | | $ | 5,728 | | | $ | 3,564 | | | | | $ | 61,628 | |
(a) Unrealized gains and losses are recorded in (Income) 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 Financial Services revenue in the Company's consolidated statements of operations.
Long-Term Investments - Valuation Techniques
The Company estimates the value of its investments in STCN preferred stock and the STCN Note using a Binomial Lattice Model and Monte Carlo simulation. Key inputs in these valuations include the trading price and volatility of STCN's common stock, the risk-free rate of return, as well as the dividend rate, conversion price, redemption date of the preferred stock and the maturity date of the STCN Note. The fair value of the Company’s investment in STCN preferred stock as of December 31, 2022 was its par value because the Company has the right to redeem and the issuer has the right to convert the instrument at the redemption value.
Marketable Securities and Other - Valuation Techniques
The Company determines the fair value of certain corporate securities and corporate obligations by incorporating and reviewing prices provided by third-party pricing services based on the specific features of the underlying securities.
The Company uses net asset value included in quarterly statements it receives in arrears from a venture capital fund to determine the fair value of such fund and determines the fair value of certain corporate securities and corporate obligations by incorporating and reviewing prices provided by third-party pricing services based on the specific features of the underlying securities. The fair value of the derivatives held by WebBank (see Note 13 - "Financial Instruments") represent the estimated amounts that WebBank would receive or pay to terminate the contracts at the reporting date and is based on discounted cash flows analyses that consider credit, performance and prepayment. Unobservable inputs used in the discounted cash flow analyses are: a constant prepayment rate of 7.29% to 35.89%, a constant default rate of 1.72% to 21.91% and a discount rate of 0.27% to 25.65%.
Assets Measured at Fair Value on a Nonrecurring Basis
The Company's non-financial assets and liabilities measured at fair value on a non-recurring basis include goodwill and other intangible assets, any assets and liabilities acquired in a business combination, or its long-lived assets written down to fair value. To measure fair value for such assets and liabilities, the Company uses techniques including an income approach, a market approach and/or appraisals (Level 3 inputs). The income approach is based on a discounted cash flow analysis ("DCF") and calculates the fair value by estimating the after-tax cash flows attributable to an asset or liability and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF are based on estimates of the weighted-average cost of capital of a market participant. Such estimates are derived from analysis of peer companies and consider the industry weighted-average return on debt and equity from a market participant perspective. A market approach values a business by considering the prices at which shares of capital stock, or related underlying assets, of reasonably comparable companies are trading in the public market or the transaction price at which similar companies have been acquired. If comparable companies are not available, the market approach is not used.
19. COMMITMENTS AND CONTINGENCIES
Environmental and Litigation Matters
The Company and certain of the Company's subsidiaries are defendants in certain legal proceedings and environmental investigations and have been designated as potentially responsible parties ("PRPs") by federal and state agencies with respect to certain sites with which they may have had direct or indirect involvement. Most of such legal proceedings and environmental investigations involve unspecified amounts of potential damage claims or awards, are in an initial procedural phase, involve significant uncertainty as to the outcome or involve significant factual issues that need to be resolved, such that it is not possible for the Company to estimate a range of possible loss. For matters that have progressed sufficiently through the investigative process such that the Company is able to reasonably estimate a range of possible loss, an estimated range of possible loss, in excess of the accrued liability (if any) for such matters, is provided. Any estimated range of possible loss is or will be based on currently available information and involves elements of judgment and significant uncertainties and may not represent the Company's maximum possible loss exposure. The circumstances of such legal proceedings and environmental investigations will change from time to time, and actual results may vary significantly from the current estimate. For current proceedings not specifically reported below, management does not anticipate that the liabilities, if any, arising from such legal proceedings and environmental investigations would have a material effect on the financial position, liquidity or results of operations of the Company.
The legal proceedings and environmental investigations are in various stages of administrative or judicial proceedings and include demands for recovery of past governmental costs, and for future investigations and remedial actions. In some cases, the dollar amounts of the claims have not been specified and, with respect to a number of the PRP claims, have been asserted against a number of other entities for the same cost recovery or other relief as was asserted against certain of the Company's subsidiaries. The Company accrues liabilities associated with environmental and litigation matters on an undiscounted basis, when they become probable and reasonably estimable. As of December 31, 2022, on a consolidated basis, the Company recorded liabilities of $12,692 and $24,765 in Accrued liabilities and Other non-current liabilities, respectively, on the consolidated balance sheet. As of December 31, 2021, on a consolidated basis, the Company recorded liabilities of $2,043 and $23,801 in Accrued Liabilities and Other non-current liabilities, respectively, on the consolidated balance sheet, which represent the current estimate of environmental remediation liabilities as well as reserves related to the litigation matters discussed below. Expenses relating to these costs, and any recoveries, are included in Selling, general and administrative expenses in the Company's consolidated statements of operations. In addition, the Company believes that it has or may have insurance coverage available for several of these matters. Estimates of the Company's liability for remediation of a particular site and the method and ultimate cost of remediation require a number of assumptions that are inherently difficult to make, and the ultimate outcome may be materially different from current estimates.
Environmental Matters
Certain subsidiaries of the Company have existing and contingent liabilities relating to environmental matters, including costs of remediation, capital expenditures, and potential fines and penalties relating to possible violations of federal and state environmental laws. Such existing and contingent liabilities are continually being readjusted based upon the emergence of new findings, techniques and alternative remediation methods.
Included among these liabilities, certain of the Company's subsidiaries have been identified as PRPs under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") or similar state statutes at sites and are parties to administrative consent orders in connection with certain properties. Those subsidiaries may be subject to joint and several liabilities imposed by CERCLA on PRPs. Due to the technical and regulatory complexity of remedial activities and the difficulties attendant in identifying PRPs and allocating or determining liability among them, the subsidiaries are unable to reasonably estimate the ultimate cost of compliance with such laws at some of the sites at which the Company's subsidiaries are PRP's.
Based upon information currently available, the Company's subsidiaries do not expect that their respective environmental costs, including the incurrence of additional fines and penalties, if any, will have a material adverse effect on them or that the resolution of these environmental matters will have a material adverse effect on the financial position, results of operations or cash flows of such subsidiaries or the Company, but there can be no such assurances. The Company anticipates that the subsidiaries will pay any such amounts out of their respective working capital, although there is no assurance that they will have sufficient funds to pay them. In the event that a subsidiary is unable to fund its liabilities, claims could be made against its respective parent companies for payment of such liabilities.
The sites where certain of the Company's subsidiaries have environmental liabilities include the following:
The Company has been working with the Connecticut Department of Energy and Environmental Protection ("CTDEEP") with respect to its obligations under a 1989 consent order that applies to a former manufacturing facility located in Fairfield, Connecticut. An ecological risk assessment of the wetlands portion was submitted in the second quarter of 2016 to the CTDEEP for their review and approval. Company officials continue to meet with CTDEEP representatives to address a final workplan. Additional investigation of the wetlands is expected, pending approval of a mutually acceptable wetlands work plan. An updated work plan to investigate the upland portion of the parcel was prepared by the Company and approved by the CTDEEP in March 2018 and completed during 2019 and 2020. Additional upland investigatory work will be required to fully define the areas requiring remediation and is also dependent upon CTDEEP requirements and approval. Based on currently known information, the Company reasonably estimates that it may incur aggregate losses over a period of multiple years of between $10,500 and $17,500. The Company has a reserve of $14,500 recorded for future remediation costs, which is our best estimate within this range of potential losses. Due to the uncertainties, there can be no assurance that the final resolution of this matter will not be material to the financial position, results of operations or cash flows of the Company.
In 1986, a subsidiary of the Company entered into an administrative consent order ("ACO") with the New Jersey Department of Environmental Protection ("NJDEP") to investigate and remediate property in Montvale, New Jersey that it purchased in 1984. The ACO involves investigation and remediation activities to be performed with regard to soil and groundwater contamination. The Company has been actively investigating and remediating the soil and groundwater since that
time and has completed the implementation of the improved groundwater treatment system in operation at the property. Pursuant to a settlement agreement with the former owner/operator of the site, the responsibility for site investigation and remediation costs and other related costs are contractually allocated 75% to the former owner/operator and 25% jointly to the Company, all after having the first $1,000 paid by the former owner/operator. Additionally, the Company had been reimbursed indirectly through insurance coverage for a portion of the costs for which it is responsible. There is no assurance that the former owner/operator or guarantors will continue to timely reimburse the Company for expenditures and/or will be financially capable of fulfilling their obligations under the settlement agreement and the guaranties. There is no assurance that there will be any additional insurance reimbursement. A reserve of approximately $900 has been established for the Company's expected 25% share of anticipated costs at this site, which is based upon the recent selection of a final remedy, on-going operations and maintenance, additional investigations and monitored natural attenuation testing over the next 30 years. Also, a reserve and related receivable of approximately $2,700 has been established for the former owner/operator’s expected share of anticipated costs at this site. On December 18, 2019, the State of New Jersey ("State") filed a complaint against the Company and other non-affiliated corporations related to former operations at this location. The State is seeking unspecified damages, including reimbursement for all cleanup and removal costs and other damages that the State claims it has incurred, including the lost value of, and reasonable assessment costs for, any natural resource injured as a result of the alleged discharge of hazardous substances and pollutants, as well as attorneys' fees and costs. On March 16, 2020, the Company filed a partial motion to dismiss, resulting in dismissal with prejudice of the State's trespass claim and limiting the damages recoverable through the State's public nuisance claim to monetary relief associated with abatement. On June 11, 2020, the State filed an Amended Complaint, bringing the same claims as the original complaint. On July 1, 2020, the Company answered and asserted crossclaims for indemnification and contribution against another defendant, Cycle Chem, Inc. Cycle Chem also asserted crossclaims against the Company, which have been answered. The parties have largely completed written and document discovery. As a result of the confidential mediation, the parties negotiated a settlement amount of $10,500, of which the Company would be required to pay $2,625, its 25% share, and of which other non-affiliated corporations would pay the remaining $7,875, their 75% share. Additionally, the State has also verbally agreed to a settlement amount of $3,500 with Cycle Chem for which they will be 100% responsible. On October 14, 2022, the Company and all other related parties advised the Court of the global settlement. The State is required to go through a formal approval process on the settlement amounts which includes a public notice and comment period that will take several weeks to complete. In the meantime, the legal proceedings have been delayed while the settlement process is finalized. Once State approval is finalized, the Court will have a final hearing to approve and issue a consent judgement.
The Company's subsidiary, SL Industries, Inc. ("SLI"), may incur environmental costs in the future as a result of the past activities of its former subsidiary, SL Surface Technologies, Inc. ("SurfTech"), in Pennsauken, New Jersey ("Pennsauken Site") and in Camden, New Jersey and at its former subsidiary, SGL Printed Circuits in Wayne, New Jersey. At the Pennsauken Site, SLI entered into a consent decree with both the U.S. Department of Justice and the U.S. Environmental Protection Agency ("EPA") in 2013 and has since completed the remediation required by the consent decree and has paid the EPA a fixed sum for its past oversight costs. Separate from the consent decree, in December 2012, the NJDEP made a settlement demand of $1,800 for past and future cleanup and removal costs and natural resource damages ("NRD"). To avoid the time and expense of litigating the matter, SLI offered to pay approximately $300 to fully resolve the claim presented by the State. SLI's settlement offer was rejected. On December 6, 2018, the State filed a complaint against SLI related to the Pennsauken Site. The State is seeking treble damages and attorneys' fees, NRD for loss of use of groundwater, as well as a request that SLI pay all cleanup and removal costs that the State has incurred and will incur at the Pennsauken Site. The State's most recent demand (as of 2019) for all costs, including NRD, was for $11,500. On August 21, 2019, SLI responded with a $1,070 settlement offer, which was not accepted. The parties are currently completing the fact and expert discovery, including the exchange of competing expert reports. The parties have agreed to engage in mediation, but the State's outside counsel is still awaiting authorization from the State. It is possible the State may make a new demand for damages in excess of their 2019 demand. The Company has a reserve of $1,070, which is its best estimate of potential losses based on our prior settlement offer. SLI intends to assert all legal and procedural defenses available to it. Accordingly, there can be no assurance that the resolution of this matter will not be material to the financial position, results of operations or cash flows of the Company.
SLI reported soil contamination and groundwater contamination in 2003 from the SurfTech site located in Camden, New Jersey. Substantial investigation and remediation work has been completed under the direction of the licensed site remediation professional for the site. Additional investigations related to PFAS compounds have been initiated and have delayed remediation actions. Remediation actions, including soil excavation and groundwater bioremediation, are expected to start in the second half of 2023. Post-remediation groundwater monitoring will be conducted following completion of soil excavation. A reserve of $3,100 has been established for anticipated costs at this site, but there can be no assurance that there will not be potential additional costs associated with the site, which cannot be reasonably estimated at this time. Accordingly, there can be no assurance that the resolution of this matter will not be material to the financial position, results of operations or cash flows of the Company.
SLI is currently participating in environmental assessment and cleanup at a commercial facility located in Wayne, New Jersey. Contaminated soil and groundwater have undergone remediation with the NJDEP and LSRP oversight, but contaminants of concern in groundwater and surface water, which extend off-site, remain above applicable NJDEP remediation standards. A reserve of approximately $1,400 has been established for anticipated costs, but there can be no assurance that there will not be potential additional costs associated with the site which cannot be reasonably estimated at this time. Accordingly, there can be no assurance that the resolution of this matter will not be material to the financial position, results of operations or cash flows of SLI, HNH or the Company.
Litigation Matters
Sciabacucchi v. DeMarco. On December 8, 2017, a stockholder class action, captioned Sciabacucchi v. DeMarco, et al., was filed in the Court of Chancery of the State of Delaware (the "Chancery Court") by a purported former stockholder of Handy & Harman Ltd. ("HNH") challenging the Company's acquisition, through a subsidiary, of all of the outstanding shares of common stock of HNH not already owned by the Company or any of its affiliates. The action named as defendants the former members of the HNH board of directors, the Company and SPH GP, and alleged, among other things, that the defendants breached their fiduciary duties to the former public stockholders of HNH in connection with the aforementioned acquisition. The complaint sought, among other relief, unspecified monetary damages, attorneys' fees and costs. On July 9, 2019, the Company entered into a settlement of the case, solely to avoid the substantial burden, expense, inconvenience and distraction of continued litigation and to resolve each of the plaintiff's claims against the defendant parties. In the settlement, the defendants agreed to pay the plaintiff class $30,000, but denied that they engaged in any wrongdoing or committed any violation of law or breach of duty and stated that they believe they acted properly, in good faith, and in a manner consistent with their legal duties. The settlement was approved by the Chancery Court on December 2, 2019. Our insurance carriers agreed to contribute an aggregate of $17,500 toward the settlement amount. The Company recorded a charge of $12,500 in Selling, general and administrative expenses in the consolidated statement of operations for the fiscal year ended December 31, 2019, which consisted of the legal settlement of $30,000, reduced by the $17,500 of insurance recoveries. The settlement was paid on December 17, 2019. The Company made a demand of an aggregate of $10,000 in further contributions from two insurance carriers. The dispute with the insurance carriers was litigated in the New York Supreme Court and the Court ruled on June 16, 2021 in the Company's favor on all issues and authorized a judgment to be entered against the insurance carriers for $11,300 plus statutory interest at 9% from June 16, 2021. On November 10, 2021, the Company entered into a settlement agreement with such carriers for approximately $11,000. The Company is party to a contingency agreement with its counsel whereby its counsel received 20% of the settlement received by the Company related to this matter. The Company received net settlement payments totaling $8,827 in November 2021.
Reith v. Lichtenstein, et al. On April 13, 2018, a purported shareholder of STCN, Donald Reith, filed a verified complaint, Reith v. Lichtenstein, et al., 2018-0277 (Del. Ch.) (the "Reith litigation") in the Chancery Court. The plaintiff sought to assert class action and derivative claims against the Company and several of its affiliated companies, together with certain of members STCN's board of directors, as well as other named defendants (collectively, the "defendants") in connection with the acquisition of $35,000 of STCN's Series C Preferred Stock by an affiliate of the Company and equity grants made to three individual defendants. The complaint includes claims for breach of fiduciary duty against all the individual defendants as STCN directors; claims for aiding and abetting breach of fiduciary duty against the Company; a claim for breach of fiduciary duty as controlling stockholder against the Company; and a derivative claim for unjust enrichment against the Company and the three individuals who received equity grants. The complaint demands damages in an unspecified amount for STCN and its stockholders, together with rescission, disgorgement and other equitable relief. The defendants moved to dismiss the complaint for failure to plead demand futility and failure to state a claim. On June 28, 2019, the Chancery Court denied most of defendants' the motion to dismiss, allowing the matter to proceed. The defendants and plaintiff (the "parties") subsequently participated in document discovery. On August 13, 2021, the parties, entered into a memorandum of understanding (the "MOU") in connection with the settlement of the Reith litigation. Pursuant to the MOU, the defendants agreed (subject to court approval) to cause their directors' and officers' liability insurance carriers to pay to STCN $2,750 in cash. The Company's insurance carrier agreed to pay $1,100 of the settlement and STCN's insurance carrier agreed to pay the remaining $1,650. Following the parties' entry into a Stipulation and Agreement of Compromise, Settlement, and Release (the "Proposed Settlement Agreement") on February 18, 2022, on March 17, 2022, the Chancery Court granted, with modifications, a scheduling order (the "Scheduling Order") in connection with the Proposed Settlement Agreement. Pursuant to the Scheduling Order, during April 2022 the insurers completed the wiring of the settlement payments into an account jointly controlled by counsel for plaintiff and STCN, where the funds are to remain until final court approval of the settlement. In addition, pursuant to the terms of the MOU, certain of the individual defendants who are also current and former employees of the Company—Warren Lichtenstein (Executive Chairman), Jack Howard (President), and William Fejes (former Chief Operating Officer)—entered into separate letter agreements (the "Surrender Agreements") with STCN whereby they each agreed to surrender to STCN an aggregate 3,300,000 shares which they had initially received in December 2017 in consideration for services to STCN. Pursuant to the MOU and the Surrender Agreements, on August 17, 2021, Mr. Lichtenstein surrendered 2,133,333 Steel Connect shares (1,833,333 vested shares and 300,000 unvested shares), and Mr. Howard surrendered 1,066,667 Steel Connect shares (916,667 vested shares and 150,000 unvested shares). Also pursuant to the MOU and the Surrender Agreements, Mr. Fejes surrendered 100,000 vested shares
December 2021. After the parties filed papers in support of court approval of the settlement, and an objector filed papers in opposition to approval of the settlement, and after hearings held on August 12 and August 18, 2022, and after the parties and insurers agreed to modify the proposed settlement to increase by $250 the cash to be paid by the insurers, the court ruled on September 23, 2022 that it was denying approval of the settlement. The funds previously paid into escrow were returned to the insurance carriers. In connection with rejection of the settlement, it was no longer probable the Company had a liability for the proposed settlement liability nor receivable for the related insurance coverage and therefore both amounts were no longer accrued. No new dates have yet been established for the trial, pretrial events or the completion of discovery proceedings. The possible liability, if any, with respect to this dispute cannot be determined as of this date.
A subsidiary of BNS Holdings Liquidating Trust ("BNS Sub") has been named as a defendant in multiple alleged asbestos-related toxic-tort claims filed over a period beginning in 1994 through December 31, 2022. In many cases these claims involved more than 100 defendants. There remained approximately 45 pending asbestos claims as of December 31, 2022. BNS Sub believes it has significant defenses to any liability for toxic-tort claims on the merits. None of these toxic-tort claims has gone to trial and, therefore, there can be no assurance that these defenses will prevail. BNS Sub has insurance policies covering asbestos-related claims for years beginning 1974 through 1988. BNS Sub annually receives retroactive billings or credits from its insurance carriers for any increase or decrease in claims accruals as claims are filed, settled or dismissed, or as estimates of the ultimate settlement costs for the then-existing claims are revised. As of December 31, 2022 and 2021, BNS Sub has accrued $1,418 and $1,466, respectively, relating to the open and active claims against BNS Sub. This accrual includes the amount of unpaid retroactive billings submitted to the Company by the insurance carriers and also the Company's best estimate of the likely costs for BNS Sub to settle these claims outside the amounts funded by insurance. There can be no assurance that the number of future claims and the related costs of defense, settlements or judgments will be consistent with the experience to-date of existing claims and that BNS Sub will not need to significantly increase its estimated liability for the costs to settle these claims to an amount that could have a material effect on the consolidated financial statements.
In the ordinary course of our business, the Company is subject to other periodic lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes, employment, environmental, health and safety matters, as well as claims associated with our historical acquisitions and divestitures. There is insurance coverage available for many of the foregoing actions. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations, claims and proceedings asserted against the Company, it does not believe any currently pending legal proceeding to which it is a party will have a material adverse effect on its business, prospects, financial condition, cash flows, results of operations or liquidity.
20. RELATED PARTY TRANSACTIONS
The components of receivables from related parties and payables from related parties for the years ended December 31, 2022 and 2021 are presented below:
| | | | | | | | | | | |
| | | |
| Year Ended December 31, |
| 2022 | | 2021 |
Receivable from related parties: | | | |
Receivable from associated companies - STCN | $ | 967 | | | $ | 1,233 | |
Receivable from other related parties | (5) | | | 1,711 | |
Total | $ | 962 | | | $ | 2,944 | |
Payables to related parties: | | | |
Accrued management fees | $ | 299 | | | $ | 49 | |
Payables to other related parties | 2,582 | | | 1,836 | |
Total | $ | 2,881 | | | $ | 1,885 | |
Management Agreement with SP General Services LLC
SPLP is managed by the Manager, pursuant to the terms of the Management Agreement, which receives a fee at an annual rate of 1.5% of total Partners' capital ("Management Fee"), payable on the first day of each quarter and subject to quarterly adjustment. In addition, SPLP may issue to the Manager partnership profits interests in the form of incentive units, which will be classified as Class C common units of SPLP, upon exceeding a baseline equity value per common unit, which is measured as of the last day of each fiscal year (see Note 15 - "Capital and Accumulated Other Comprehensive Loss" for additional information on the incentive units).
The Management Agreement is automatically renewed each December 31 for successive one-year terms unless otherwise determined at least 60 days prior to each renewal date by a majority of the Company's independent directors. The Management Fee was $10,446 and $8,559 for the years ended December 31, 2022 and 2021, respectively. The Management Fee is included in Selling, general and administrative expenses in the Company's consolidated statements of operations. Unpaid
amounts for management fees included in Payables to related parties on the Company's consolidated balance sheets were $299 and $49 at December 31, 2022 and 2021, respectively.
SPLP will bear (or reimburse the Manager with respect to) all its reasonable costs and expenses of the managed entities, the Manager, SPH GP or their affiliates, including but not limited to: legal, tax, accounting, auditing, consulting, administrative, compliance, investor relations costs related to being a public entity rendered for SPLP or SPH GP, as well as expenses incurred by the Manager and SPH GP which are reasonably necessary for the performance by the Manager of its duties and functions under the Management Agreement and certain other expenses incurred by managers, officers, employees and agents of the Manager or its affiliates on behalf of SPLP. Reimbursable expenses incurred by the Manager in connection with its provision of services under the Management Agreement were approximately $4,535 and $3,733 during the years ended December 31, 2022 and 2021, respectively, of which $4,493 and $3,561 was reimbursement for executive travel during the years ended December 31, 2022 and 2021, respectively. Unpaid amounts for reimbursable expenses were approximately $2,427 and $1,673 at December 31, 2022 and 2021, respectively, and are included in Payables to other related parties on the Company's consolidated balance sheets.
Corporate Services
The Company's subsidiary, Steel Services Ltd ("Steel Services"), through management services agreements with its subsidiaries and portfolio companies, provides services, which include assignment of C-Level management personnel, legal, tax, accounting, treasury, consulting, auditing, administrative, compliance, environmental health and safety, human resources, marketing, investor relations, operating group management and other similar services. In addition to its servicing agreements with SPLP and its consolidated subsidiaries, which are eliminated in consolidation, Steel Services has management services agreements with other companies considered to be related parties, including J. Howard Inc., Steel Partners, Ltd. and affiliates, and STCN. In total, Steel Services currently charges approximately $2,825 annually to these companies. All amounts billed under these service agreements are classified as a reduction of Selling, general and administrative expenses. The receivable from STCN of $967 as of December 31, 2022 includes $687 for amounts receivable for the management services agreement and a $280 receivable of interest for the STCN Note.
Mutual Securities, Inc.
Pursuant to the Management Agreement, the Manager is responsible for selecting executing brokers. Securities transactions for SPLP are allocated to brokers on the basis of reliability price and execution. The Manager has selected Mutual Securities, Inc. as an introducing broker and may direct a substantial portion of the managed entities' trades to such firm, among others. An officer of the Manager and SPH GP is affiliated with Mutual Securities, Inc. The commissions paid by SPLP to Mutual Securities, Inc. were not significant in any period.
Other
At December 31, 2022 and 2021, several related parties and consolidated subsidiaries had deposits totaling $1,112 and $1,115 at WebBank, respectively. Approximately $31 and $36 of these deposits, including interest which was not significant, have been eliminated in consolidation as of December 31, 2022 and 2021, respectively.
The Company recorded revenue of $226 and $7 from its transactions with related parties during the years ended December 31, 2022 and 2021, respectively.
21. SEGMENT INFORMATION
SPLP operates through the following segments: Diversified Industrial, Energy and Financial Services which are managed separately and offer different products and services. The Diversified Industrial segment is comprised of manufacturers of engineered niche industrial products, including joining materials, tubing, building materials, performance materials, electrical products, cutting replacement products and services, and a packaging business. The Energy segment provides drilling and production services to the oil & gas industry and owns a youth sports business. The Financial Services segment consists primarily of the operations of WebBank, a Utah chartered industrial bank, which engages in a full range of banking activities.
Corporate and Other consists of several consolidated subsidiaries, including Steel Services, equity method and other investments, and cash and cash equivalents. Its income or loss includes certain unallocated general corporate expenses. Steel Services has management services agreements with our consolidated subsidiaries and other related companies as further discussed in Note 20 - "Related Party Transactions."
Steel Services charged the Diversified Industrial, Energy and Financial Services segments $48,951, $9,083 and $1,929, respectively, for the year ended December 31, 2022. For the year ended December 31, 2021, Steel Services charged the Diversified Industrial, Energy and Financial Services segments $39,523, $5,670 and $1,482, respectively, for these services. These service fees are reflected as expenses in the segment income (loss) below, but are eliminated in consolidation.
Segment information is presented below:
| | | | | | | | | | | | | |
| Year Ended December 31, | | |
| 2022 | | 2021 | | |
Revenue: | | | | | |
Diversified Industrial | $ | 1,285,666 | | | $ | 1,207,183 | | | |
Energy | 181,811 | | | 164,028 | | | |
Financial Services | 227,964 | | | 153,685 | | | |
Total | $ | 1,695,441 | | | $ | 1,524,896 | | | |
Income before interest expense and income taxes: | | | | | |
Diversified Industrial | $ | 200,629 | | | $ | 123,329 | | | |
Energy | 13,608 | | | 14,982 | | | |
Financial Services | 63,477 | | | 79,165 | | | |
Corporate and other | 23,044 | | | 21,303 | | | |
Income before interest expense and income taxes | 300,758 | | | 238,779 | | | |
Interest expense | 20,649 | | | 22,250 | | | |
Income tax provision | 73,944 | | | 84,089 | | | |
Net income from continuing operations | $ | 206,165 | | | $ | 132,440 | | | |
Income of associated companies, net of taxes: | | | | | |
Corporate and other | $ | (4,611) | | | $ | (15,664) | | | |
Total | $ | (4,611) | | | $ | (15,664) | | | |
| | | | | | | | | | | |
| Year Ended December 31, 2022 |
| Capital Expenditures | | Depreciation and Amortization |
Diversified Industrial | $ | 39,588 | | | $ | 41,805 | |
Energy | 7,411 | | | 10,546 | |
Financial Services | 274 | | | 750 | |
Corporate and other | 268 | | | 654 | |
Total | $ | 47,541 | | | $ | 53,755 | |
| | | |
| Year Ended December 31, 2021 |
| Capital Expenditures | | Depreciation and Amortization |
Diversified Industrial | $ | 25,727 | | | $ | 47,568 | |
Energy | 6,958 | | | 12,212 | |
Financial Services | 217 | | | 485 | |
Corporate and other | 19,424 | | | 256 | |
Total | $ | 52,326 | | | $ | 60,521 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | | | | | | | | | | |
| | December 31, |
| | 2022 | | 2021 |
Total Assets: | | | | |
Diversified Industrial | | $ | 819,899 | | | $ | 843,484 | |
Energy | | 80,315 | | | 65,251 | |
Financial Services | | 1,945,964 | | | 1,454,654 | |
| | | | |
Corporate and other | | 389,671 | | | 311,840 | |
| | | | |
| | | | |
Total | | $ | 3,235,849 | | | $ | 2,675,229 | |
The following table presents geographic revenue and long-lived asset information as of and for the years ended December 31, 2022 and 2021. Foreign revenue is based on the country in which the legal subsidiary generating the revenue is domiciled. Long-lived assets in 2022 and 2021 consist of property, plant and equipment, non-current operating lease right-of-use assets, plus approximately $4,843 in both 2022 and 2021, of land and buildings from previously operating businesses and other non-operating assets. Such assets are carried at the lower of cost or fair value less cost to sell and are included in Other non-current assets on the Company's consolidated balance sheets as of December 31, 2022 and 2021. Neither revenue nor long-lived assets from any single foreign country were material to the consolidated financial statements of the Company.
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| | 2022 | | 2021 | | |
| | Revenue | | Long-lived Assets | | Revenue | | Long-lived Assets | | | | |
Geographic information: | | | | | | | | | | | | |
United States | | $ | 1,613,438 | | | $ | 257,129 | | | $ | 1,434,622 | | | $ | 243,038 | | | | | |
Foreign | | 82,003 | | | 28,937 | | | 90,274 | | | 33,417 | | | | | |
Total | | $ | 1,695,441 | | | $ | 286,066 | | | $ | 1,524,896 | | | $ | 276,455 | | | | | |
22. REGULATORY MATTERS
WebBank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain actions by regulators that, if undertaken, could have a direct material effect on WebBank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, WebBank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. WebBank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
As a result of Basel III becoming fully implemented as of January 1, 2019, WebBank's minimum requirements increased for both the quantity and quality of capital held by WebBank. The rules include a new common equity Tier 1 capital to risk-weighted assets ratio ("CET1 Ratio") of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, which as fully phased-in, effectively results in a minimum CET1 Ratio of 7.0%. Basel III raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% (which, with the capital conservation buffer, effectively results in a minimum Tier 1 capital ratio of 8.5% as fully phased-in), and effectively results in a minimum total capital to risk-weighted assets ratio of 10.5% (with the capital conservation buffer fully phased-in), and requires a minimum leverage ratio of 4.0%. Basel III also made changes to risk weights for certain assets and off-balance-sheet exposures. WebBank expects that its capital ratios under Basel III will continue to exceed the well capitalized minimum capital requirements, and such amounts are disclosed in the table below:
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| | | | | 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, 2022 | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
Total Capital | | | | | | | | | | | | | | | |
(to risk-weighted assets) | $ | 306,618 | | | 15.00 | % | | $ | 163,952 | | | 8.00 | % | | $ | 215,187 | | | 10.50 | % | | $ | 204,940 | | | 10.00 | % |
Tier 1 Capital | | | | | | | | | | | | | | | |
(to risk-weighted assets) | $ | 280,951 | | | 13.70 | % | | $ | 122,964 | | | 6.00 | % | | $ | 174,199 | | | 8.50 | % | | $ | 163,952 | | | 8.00 | % |
Common Equity Tier 1 Capital | | | | | | | | | | | | | | | |
(to risk-weighted assets) | $ | 280,951 | | | 13.70 | % | | $ | 92,223 | | | 4.50 | % | | $ | 143,458 | | | 7.00 | % | | $ | 133,211 | | | 6.50 | % |
Tier 1 Capital | | | | | | | | | | | | | | | |
(to average assets) | $ | 280,951 | | | 14.70 | % | | $ | 76,300 | | | 4.00 | % | | n/a | | n/a | | $ | 95,375 | | | 5.00 | % |
| | | | | | | | | | | | | | | |
As of December 31, 2021 | | | | | | | | | | | | | | | |
Total Capital | | | | | | | | | | | | | | | |
(to risk-weighted assets) | $ | 257,262 | | | 27.10 | % | | $ | 75,907 | | | 8.00 | % | | $ | 99,628 | | | 10.50 | % | | $ | 94,884 | | | 10.00 | % |
Tier 1 Capital | | | | | | | | | | | | | | | |
(to risk-weighted assets) | $ | 245,377 | | | 25.90 | % | | $ | 56,930 | | | 6.00 | % | | $ | 80,651 | | | 8.50 | % | | $ | 75,907 | | | 8.00 | % |
Common Equity Tier 1 Capital | | | | | | | | | | | | | | | |
(to risk-weighted assets) | $ | 245,377 | | | 25.90 | % | | $ | 42,698 | | | 4.50 | % | | $ | 66,419 | | | 7.00 | % | | $ | 61,674 | | | 6.50 | % |
Tier 1 Capital | | | | | | | | | | | | | | | |
(to average assets) | $ | 245,377 | | | 26.80 | % | | $ | 36,687 | | | 4.00 | % | | n/a | | n/a | | $ | 45,859 | | | 5.00 | % |
The Federal Reserve, Office of the Comptroller of Currency and Federal Deposit Insurance Corporation issued an interim final rule that excludes loans pledged as collateral to the Federal Reserve's PPP Lending Facility from supplementary leverage ratio exposure and average total consolidated assets. Additionally, PPP loans will receive a zero percent risk weight under the risk-based capital rules of the federal banking agencies.
23. SUPPLEMENTAL CASH FLOW INFORMATION
A summary of supplemental cash flow information for the years ended December 31, 2022 and 2021 is presented in the following table:
| | | | | | | | | | | | | |
| Year Ended December 31, | | |
| 2022 | | 2021 | | |
Cash paid during the period for: | | | | | |
Interest | $ | 29,068 | | | $ | 28,288 | | | |
Taxes | $ | 28,633 | | | $ | 13,184 | | | |
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