Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jan. 31, 2015 | Mar. 11, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Jan-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | KMG | |
Entity Registrant Name | KMG CHEMICALS INC | |
Entity Central Index Key | 1028215 | |
Current Fiscal Year End Date | -24 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 11,680,940 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $10,490 | $19,252 |
Accounts receivable | ||
Trade, net of allowances of $246 at January 31, 2015 and $272 at July 31, 2014 | 37,202 | 40,176 |
Other | 2,446 | 1,904 |
Inventories, net | 40,491 | 45,268 |
Current deferred tax assets | 1,353 | 1,577 |
Prepaid expenses and other | 2,282 | 3,476 |
Assets held for sale | 2,445 | |
Total current assets | 96,709 | 111,653 |
Property, plant and equipment, net | 80,936 | 92,450 |
Deferred tax assets | 442 | 442 |
Goodwill | 11,101 | 12,595 |
Intangible assets, net | 21,117 | 28,353 |
Restricted cash | 1,000 | 1,000 |
Other assets, net | 4,815 | 4,365 |
Total assets | 216,120 | 250,858 |
Current liabilities | ||
Accounts payable | 28,897 | 36,690 |
Accrued liabilities | 17,536 | 16,986 |
Employee incentive accrual | 2,991 | 4,575 |
Total current liabilities | 49,424 | 58,251 |
Long-term debt, net of current maturities | 39,000 | 60,000 |
Deferred tax liabilities | 7,839 | 9,881 |
Other long-term liabilities | 1,949 | 2,520 |
Total liabilities | 98,212 | 130,652 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued | ||
Common stock, $0.01 par value, 40,000,000 shares authorized, 11,670,329 shares issued and outstanding at January 31, 2015 and 11,649,001 shares issued and outstanding at July 31, 2014 | 116 | 116 |
Additional paid-in capital | 30,015 | 28,886 |
Accumulated other comprehensive income (loss) | -8,757 | 645 |
Retained earnings | 96,534 | 90,559 |
Total stockholders’ equity | 117,908 | 120,206 |
Total liabilities and stockholders’ equity | $216,120 | $250,858 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ||
Allowances for accounts receivables | $246 | $272 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 11,670,329 | 11,649,001 |
Common stock, shares outstanding | 11,670,329 | 11,649,001 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Income Statement [Abstract] | ||||
Net sales | $79,762 | $84,253 | $170,541 | $177,813 |
Cost of sales | 51,207 | 59,063 | 114,395 | 127,056 |
Gross profit | 28,555 | 25,190 | 56,146 | 50,757 |
Distribution expenses | 13,022 | 12,892 | 26,021 | 25,004 |
Selling, general and administrative expenses | 9,707 | 9,870 | 18,907 | 20,270 |
Restructuring charges | 296 | 4,031 | 873 | 4,031 |
Realignment charges | 2,363 | 4,359 | ||
Operating income (loss) | 3,167 | -1,603 | 5,986 | 1,452 |
Other income (expense) | ||||
Interest expense, net | -184 | -661 | -987 | -1,324 |
Gain on sale of creosote distribution business, net | 5,682 | 5,682 | ||
Other, net | -131 | -120 | -159 | -435 |
Total other income (expense), net | 5,367 | -781 | 4,536 | -1,759 |
Income (loss) before income taxes | 8,534 | -2,384 | 10,522 | -307 |
Provision for income taxes | -3,044 | -360 | -3,847 | -1,085 |
Net income (loss) | $5,490 | ($2,744) | $6,675 | ($1,392) |
Earnings per share | ||||
Net income (loss) per common share basic | $0.47 | ($0.24) | $0.57 | ($0.12) |
Net income (loss) per common share diluted | $0.47 | ($0.24) | $0.57 | ($0.12) |
Weighted average shares outstanding | ||||
Basic | 11,669 | 11,613 | 11,664 | 11,594 |
Diluted | 11,759 | 11,613 | 11,728 | 11,594 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $5,490 | ($2,744) | $6,675 | ($1,392) |
Other comprehensive income | ||||
Foreign currency translation income (loss) | -5,428 | 364 | -9,402 | 2,504 |
Total other comprehensive income (loss) | -5,428 | 364 | -9,402 | 2,504 |
Total comprehensive income (loss) | $62 | ($2,380) | ($2,727) | $1,112 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 |
Cash flows from operating activities | ||
Net income (loss) | $6,675 | ($1,392) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Depreciation and amortization | 6,767 | 7,011 |
Non-cash restructuring and realignment charges | 4,930 | 771 |
Amortization of loan costs | 69 | 30 |
Stock-based compensation expense | 1,138 | 1,434 |
Bad debt expense | 130 | |
Allowance for excess and obsolete inventory | 431 | 38 |
Loss on disposal of property | 63 | |
Gain on sale of creosote distribution business | -5,682 | |
Deferred income taxes | -2,272 | 940 |
Tax benefit from stock-based awards | -9 | -328 |
Changes in operating assets and liabilities | ||
Accounts receivable — trade | 1,057 | 2,578 |
Accounts receivable — other | -615 | 140 |
Inventories | -319 | 1,733 |
Other current and noncurrent assets | 276 | 1,812 |
Accounts payable | -6,357 | -5,817 |
Accrued liabilities and other | 367 | 2,633 |
Net cash provided by operating activities | 6,456 | 11,776 |
Cash flows from investing activities | ||
Additions to property, plant and equipment | -7,036 | -5,307 |
Disposals of property, plant and equipment | 91 | 17 |
Proceeds from sale of creosote distribution business | 15,062 | |
Net cash provided by (used in) investing activities | 8,117 | -5,290 |
Cash flows from financing activities | ||
Net payments under revolving credit agreement | -41,100 | -6,000 |
Principal payments on term loan | -20,000 | |
Borrowings under New Credit Facility | 59,100 | |
Payments under New Credit Facility | -19,000 | |
Tax benefit from stock-based awards | 9 | 328 |
Payment of dividends | -700 | -695 |
Net cash used in financing activities | -21,691 | -6,367 |
Effect of exchange rate changes on cash | -1,644 | 892 |
Net (decrease) increase in cash and cash equivalents | -8,762 | 1,011 |
Cash and cash equivalents at beginning of period | 19,252 | 13,949 |
Cash and cash equivalents at end of period | 10,490 | 14,960 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 983 | 1,304 |
Cash paid for income taxes | 3,076 | 382 |
Supplemental disclosure of non-cash investing activities | ||
Purchase of property, plant and equipment through accounts payable | $1,279 | $682 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jan. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation |
The consolidated balance sheet as of July 31, 2014, which has been derived from audited consolidated financial statements, and the unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting. As permitted under those requirements, certain footnotes or other financial information that are normally required by generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information not misleading and in the opinion of management reflect all adjustments, including those of a normal recurring nature, that are necessary for a fair presentation of financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of results of operations to be expected for the full year. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2014. | |
These condensed consolidated financial statements are prepared using certain estimates by management and include the accounts of KMG Chemicals, Inc. and its subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. | |
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU No. 2014-08”). ASU No. 2014-08 limits discontinued operations reporting to disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: a) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; b) the component of an entity or group of components of an entity is disposed of by sale; or c) the component of an entity or group of components of an entity is disposed of other than by sale. ASU No. 2014-08 also requires additional disclosures about discontinued operations. ASU No. 2014-08 is effective for reporting periods beginning after December 15, 2014. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company early adopted ASU No. 2014-08 for the reporting period beginning November 1, 2014. As a result of the adoption of ASU No. 2014-08, results of operations for properties that are classified as held for sale in the ordinary course of business on or subsequent to November 1, 2014 would generally be included in continuing operations on the Company’s consolidated statements of operations, to the extent such disposals did not meet the criteria for classification as a discontinued operation. Additionally, any gain or loss on sale of real estate that does not meet the criteria for classification as a discontinued operation would be included in income from continuing operations on the consolidated statements of operations. |
Disposition_of_Business
Disposition of Business | 6 Months Ended | ||||
Jan. 31, 2015 | |||||
Discontinued Operations And Disposal Groups [Abstract] | |||||
Disposition of Business | 2. Disposition of Business | ||||
On January 16, 2015, the Company sold its creosote distribution business, part of the wood treating chemicals segment, to Koppers Inc. pursuant to an asset purchase agreement. The transaction closed concurrently with the signing of the asset purchase agreement. Assets that were sold in the transaction included the Company’s United States Environmental Protection Agency (“EPA”) registrations for creosote, creosote inventory, railcar and tank terminal leases and various customer agreements. The sale price for the assets was approximately $15.1 million. | |||||
The following table summarizes the cost of assets sold in conjunction with the sale of the creosote distribution business: | |||||
Creosote product registrations | $ | 5,339 | |||
Inventory | 3,009 | ||||
Other assets | 168 | ||||
$ | 8,516 | ||||
The Company allocated goodwill of approximately $662,000 within the wood treating segment to the sale of the creosote distribution business. The Company recognized a gain of $5.7 million on the sale of the creosote distribution business, net of closing and other transaction expenses. |
Earnings_Per_Share
Earnings Per Share | 6 Months Ended |
Jan. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 3. Earnings Per Share |
Basic earnings per share have been computed by dividing net income by the weighted average shares outstanding. Diluted earnings per share have been computed by dividing net income by the weighted average shares outstanding plus potentially dilutive common shares. There were approximately 90,000 and approximately 64,000 dilutive shares related to stock-based awards for the three and six months ended January 31, 2015. Potentially dilutive shares are not included in the computation of diluted weighted average shares outstanding due to a loss from continuing operations for the three and six months ended January 31, 2014. | |
Outstanding stock-based awards are not included in the computation of diluted earnings per share under the treasury stock method if including them would be anti-dilutive. There were no such potentially dilutive securities that were not included for the three and six months ended January 31, 2015. There were 30,000 and 21,000 shares of potentially dilutive securities not included in the computation of diluted earnings per share for the three and six months ended January 31, 2014. |
Inventories
Inventories | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories | 4. Inventories | ||||||||
Inventories are summarized in the following table (in thousands): | |||||||||
January 31, | July 31, | ||||||||
2015 | 2014 | ||||||||
Raw materials | $ | 7,487 | $ | 7,914 | |||||
Work in process | 1,218 | 1,508 | |||||||
Supplies | 1,700 | 1,793 | |||||||
Finished products | 30,695 | 34,343 | |||||||
Less: reserve for inventory obsolescence | (609 | ) | (290 | ) | |||||
Inventories, net | $ | 40,491 | $ | 45,268 | |||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property, Plant and Equipment | 5. Property, Plant and Equipment | ||||||||
Property, plant and equipment and related accumulated depreciation and amortization are summarized as follows (in thousands): | |||||||||
January 31, | July 31, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 13,544 | $ | 15,763 | |||||
Buildings and improvements | 38,418 | 42,664 | |||||||
Equipment | 77,559 | 77,557 | |||||||
Leasehold improvements | 177 | 143 | |||||||
129,698 | 136,127 | ||||||||
Less: accumulated depreciation and amortization | (60,335 | ) | (52,972 | ) | |||||
69,363 | 83,155 | ||||||||
Construction-in-progress | 11,573 | 9,295 | |||||||
Property, plant and equipment, net | $ | 80,936 | $ | 92,450 | |||||
The Company’s facility in Elwood, Kansas is classified as assets held for sale on the Company’s condensed consolidated balance sheet as of January 31, 2015. The facility was sold for $2.5 million, which approximated the carrying value of the assets. |
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||
Stock-Based Compensation | 6. Stock-Based Compensation | ||||||||||||||||||||
The Company has stock-based incentive plans which are described in more detail in Note 11 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2014. The Company recognized stock-based compensation costs of approximately $702,000 and $191,000 for the three months and $1.1 million and $1.4 million for the six months ended January 31, 2015 and 2014, respectively. The amount recognized in the first six months of fiscal year 2014 includes $1.1 million for shares granted to Christopher T. Fraser upon becoming President and CEO. The Company also recognized the related tax benefits of $272,000 and $108,000 for the three months and $433,000 and $544,000 for the six months ended January 31, 2015 and 2014, respectively. Stock-based compensation costs are recorded under selling, general and administrative expenses in the condensed consolidated statements of income (loss). | |||||||||||||||||||||
As of January 31, 2015, the unrecognized compensation costs related to stock-based awards was approximately $5.0 million, which is expected to be recognized over a weighted-average period of 2.2 years. | |||||||||||||||||||||
Performance Shares | |||||||||||||||||||||
On August 1, 2014, there were 250,944 non-vested performance shares outstanding which reflected the maximum number of shares under the awards. No performance share awards vested during the six months ended January 31, 2015. As of January 31, 2015, the non-vested performance-based stock awards consisted of Series 1 awards granted to certain executives and employees in fiscal years 2015 and 2014 as summarized below reflecting the target number of shares under the awards. The Series 1 awards granted in fiscal year 2013 are not expected to vest at this time. | |||||||||||||||||||||
Target | Expected | ||||||||||||||||||||
Series | Award | Grant Date | Measurement | Percentage of | Shares Expected | ||||||||||||||||
Date of Grant | Award | Shares | Fair Value | Period Ending | Vesting(1) | to Vest | |||||||||||||||
Fiscal Year 2015 Awards | |||||||||||||||||||||
12/9/14 | Series 1 | 103,499 | $ | 17.81 | 7/31/17 | ||||||||||||||||
Forfeitures(2) | 0 | ||||||||||||||||||||
Total | 103,499 | 154 | % | 159,181 | |||||||||||||||||
Fiscal Year 2014 Awards | |||||||||||||||||||||
2/25/14 | Series 1 | 127,315 | $ | 14.88 | 7/31/16 | ||||||||||||||||
Forfeitures(2) | (3,686 | ) | |||||||||||||||||||
Total | 123,629 | 100 | % | 123,629 | |||||||||||||||||
Fiscal Year 2013 Awards | |||||||||||||||||||||
12/4/12 | Series 1 | 141,059 | $ | 18.75 | 7/31/15 | ||||||||||||||||
Forfeitures(2) | (85,209 | ) | |||||||||||||||||||
Total | 55,850 | 0 | % | — | |||||||||||||||||
-1 | The percentage vesting for performance share awards is currently estimated at 154.0%, 100.0% and 0.0% of the target award for the fiscal year 2015, 2014 and 2013 awards, respectively. | ||||||||||||||||||||
-2 | Forfeitures include Series 1 awards that were granted in fiscal years 2014 and 2013 to certain employees that were forfeited at the termination of their employment. | ||||||||||||||||||||
Series 1: For the fiscal year 2015, 2014 and 2013 awards, vesting is subject to performance requirements composed of certain objectives including average annual return on invested capital and annual compound growth rate in the Company’s diluted earnings per share. These objectives are measured quarterly using the Company’s budget, actual results and long-term projections. For each of the Series 1 awards, the expected percentage of vesting is evaluated through January 31, 2015, and reflects the percentage of shares projected to vest for the respective awards at the end of their measurement periods. For the fiscal year 2015 and 2014 awards, shares vested may increase to a maximum of 167.0% and 150.0%, respectively, of the target award on achievement of maximum performance objectives. For the fiscal year 2013 awards, the target award is equal to the maximum award. | |||||||||||||||||||||
Series 2: None outstanding. | |||||||||||||||||||||
Series 3: The table does not include certain performance-based awards to be granted to Christopher T. Fraser according to his employment agreement as of September 24, 2013. Awards to Mr. Fraser for fiscal year 2015 included (i) a performance-based Series 3 award for 10,000 shares of common stock (at maximum) having performance requirement related to debt payments during fiscal year 2015, and (ii) a performance-based Series 3 award for 4,000 shares of common stock having certain organizational objectives as a performance requirement, and in each case such awards vest and are measured over a one year period beginning August 1, 2014 and ending July 31, 2015. As of January 31, 2015, the Series 3 awards to Mr. Fraser are expected to vest at 100%. | |||||||||||||||||||||
The weighted-average per share grant-date fair value of target award shares for performance awards outstanding was $16.53 and $14.88 at January 31, 2015 and August 1, 2014, respectively. | |||||||||||||||||||||
The weighted-average per share grant-date fair value of the target award shares for performance-based awards granted during the six months ended January 31, 2015 and 2014 was $17.67 and $16.65, respectively. | |||||||||||||||||||||
Time Based Shares | |||||||||||||||||||||
A summary of activity for time-based stock awards for the six months ended January 31, 2015 is presented below: | |||||||||||||||||||||
Shares | Weighted-Average Grant-Date | ||||||||||||||||||||
Fair Value | |||||||||||||||||||||
Non-vested on August 1, 2014 | 50,100 | $ | 19.19 | ||||||||||||||||||
Granted (1) | 49,091 | 18.04 | |||||||||||||||||||
Vested(2) | (21,592 | ) | 19.16 | ||||||||||||||||||
Non-vested on January 31, 2015 | 77,599 | 18.47 | |||||||||||||||||||
-1 | Includes 3,000 shares granted to certain executives and employees which generally vest over one or two year service periods from the grant date or commencement of their employment, and 11,592 shares granted to non-employee directors on January 31, 2015 for service for the six months ended January 31, 2015. Also includes 34,499 shares granted to certain executives which vest over a service period of three years beginning on August 1, 2014. | ||||||||||||||||||||
-2 | Includes 5,663 and 11,592 shares granted to non-employee directors for service for the three and six months ended January 31, 2015. The shares vest on the date of grant, and the Company recognizes compensation expense related to the awards over the respective service periods in accordance with GAAP. The vested amount includes 6,000 shares granted to Mr. Fraser and 4,000 shares granted to certain other executives of the Company that vested. | ||||||||||||||||||||
The total fair value of shares vested under timed based awards during the six months ended January 31, 2015 and 2014 was approximately $414,000 and $1.4 million, respectively. The amount in the first six months of fiscal year 2014 includes $1.1 million for shares granted to Mr. Fraser upon becoming President and CEO. | |||||||||||||||||||||
The weighted-average per share grant-date fair value of awards forfeited during the six months ended January 31, 2015 and 2014 was $14.88 and $17.10, respectively. |
Intangible_Assets
Intangible Assets | 6 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
Intangible Assets | 7. Intangible Assets | ||||||||||||||||||||
Intangible assets are summarized as follows (in thousands): | |||||||||||||||||||||
Number of Years | 31-Jan-15 | ||||||||||||||||||||
Weighted | Foreign | ||||||||||||||||||||
Average | Currency | ||||||||||||||||||||
Amortization | Original | Accumulated | Translation | Carrying | |||||||||||||||||
Period | Cost | Amortization | Adjustment | Amount | |||||||||||||||||
Intangible assets subject to amortization: | |||||||||||||||||||||
(range of useful life): | |||||||||||||||||||||
Electronic chemicals-related contracts | 6.6 | $ | 2,204 | $ | (702 | ) | $ | (79 | ) | $ | 1,423 | ||||||||||
(5-8 years) | |||||||||||||||||||||
Electronic chemicals-related trademarks and patents | 12 | 117 | (72 | ) | — | 45 | |||||||||||||||
(10-15 years) | |||||||||||||||||||||
Electronic chemicals-value of product qualifications | 14.1 | 14,100 | (3,093 | ) | (123 | ) | 10,884 | ||||||||||||||
(5-15 years) | |||||||||||||||||||||
Total intangible assets subject to amortization | 13.1 | $ | 16,421 | $ | (3,867 | ) | $ | (202 | ) | $ | 12,352 | ||||||||||
Intangible assets not subject to amortization: | |||||||||||||||||||||
Penta product registrations | 8,765 | ||||||||||||||||||||
Total intangible assets not subject to amortization | 8,765 | ||||||||||||||||||||
Total intangible assets, net | $ | 21,117 | |||||||||||||||||||
Number of Years | 31-Jul-14 | ||||||||||||||||||||
Weighted | Foreign | ||||||||||||||||||||
Average | Currency | ||||||||||||||||||||
Amortization | Original | Accumulated | Translation | Carrying | |||||||||||||||||
Period | Cost | Amortization | Adjustment | Amount | |||||||||||||||||
Intangible assets subject to amortization: | |||||||||||||||||||||
(range of useful life): | |||||||||||||||||||||
Electronic chemicals-related contracts (5-8 years) | 6.6 | $ | 2,204 | $ | (559 | ) | $ | 79 | $ | 1,724 | |||||||||||
Electronic chemicals-related trademarks and patents | 12 | 117 | (67 | ) | — | 50 | |||||||||||||||
(10-15 years) | |||||||||||||||||||||
Electronic chemicals-value of product qualifications | 14.1 | 14,100 | (2,426 | ) | 801 | 12,475 | |||||||||||||||
(5-15 years) | |||||||||||||||||||||
Total intangible assets subject to amortization | 13.1 | $ | 16,421 | $ | (3,052 | ) | $ | 880 | 14,249 | ||||||||||||
Intangible assets not subject to amortization: | |||||||||||||||||||||
Creosote product registrations | 5,339 | ||||||||||||||||||||
Penta product registrations | 8,765 | ||||||||||||||||||||
Total intangible assets not subject to amortization | 14,104 | ||||||||||||||||||||
Total intangible assets, net | $ | 28,353 | |||||||||||||||||||
Intangible assets subject to amortization are amortized over their estimated useful lives. Amortization expense was approximately $401,000 and $475,000 for the three month periods ended January 31, 2015 and 2014, respectively and $815,000 and $962,000 for the six month periods ended January 31, 2015 and 2014, respectively. | |||||||||||||||||||||
Dividends
Dividends | 6 Months Ended |
Jan. 31, 2015 | |
Dividends [Abstract] | |
Dividends | 8. Dividends |
Dividends of approximately $351,000 ($0.03 per share) and $348,000 ($0.03 per share) were declared and paid in the second quarter of fiscal years 2015 and 2014, respectively. Dividends of approximately $700,000 ($0.03 per share) and $695,000 ($0.03 per share) were declared and paid in the first six months of fiscal years 2015 and 2014, respectively. A dividend of $0.03 per share was approved by the Company’s board of directors on February 24, 2015 to be paid on March 20, 2015 to shareholders of record on March 9, 2015. | |
Segment_Information
Segment Information | 6 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Information | 9. Segment Information | ||||||||||||||||
The Company has two reportable segments — electronic chemicals and wood treating chemicals. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
January 31, | January 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(Amounts in thousands) | |||||||||||||||||
Sales | |||||||||||||||||
Electronic chemicals | $ | 66,595 | $ | 61,428 | $ | 132,918 | $ | 125,880 | |||||||||
Wood treating chemicals | 13,136 | 22,795 | 37,563 | 51,859 | |||||||||||||
Total sales for reportable segments | $ | 79,731 | $ | 84,223 | $ | 170,481 | $ | 177,739 | |||||||||
Depreciation and amortization | |||||||||||||||||
Electronic chemicals | $ | 3,126 | $ | 3,345 | $ | 6,328 | $ | 6,592 | |||||||||
Wood treating chemicals | 97 | 98 | 193 | 196 | |||||||||||||
Other | 114 | 104 | 246 | 223 | |||||||||||||
Total consolidated depreciation and amortization | $ | 3,337 | $ | 3,547 | $ | 6,767 | $ | 7,011 | |||||||||
Segment income from operations (1) | |||||||||||||||||
Electronic chemicals | $ | 5,570 | $ | 2,995 | $ | 9,691 | $ | 6,333 | |||||||||
Wood treating chemicals | 1,595 | 1,111 | 4,180 | 3,616 | |||||||||||||
Total segment income from operations | $ | 7,165 | $ | 4,106 | $ | 13,871 | $ | 9,949 | |||||||||
-1 | Segment income from operations includes allocated corporate overhead expenses. | ||||||||||||||||
Corporate overhead expenses allocated to segment income from operations for the three and six months ended January 31, 2015 and 2014 were as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
January 31, | January 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(Amounts in thousands) | |||||||||||||||||
Electronic chemicals | $ | 2,999 | $ | 2,465 | $ | 5,390 | $ | 4,438 | |||||||||
Wood treating chemicals | 1,173 | 1,070 | 2,107 | 2,130 | |||||||||||||
Total corporate overhead expense allocation | $ | 4,172 | $ | 3,535 | $ | 7,497 | $ | 6,568 | |||||||||
A reconciliation of total segment information to consolidated amounts is as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
January 31, | January 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(Amounts in thousands) | |||||||||||||||||
Sales | |||||||||||||||||
Total sales for reportable segments | $ | 79,731 | $ | 84,223 | $ | 170,481 | $ | 177,739 | |||||||||
Other | 31 | 30 | 60 | 74 | |||||||||||||
Net sales | $ | 79,762 | $ | 84,253 | $ | 170,541 | $ | 177,813 | |||||||||
Segment income from operations | |||||||||||||||||
Total segment income from operations | $ | 7,165 | $ | 4,106 | $ | 13,871 | $ | 9,949 | |||||||||
Other corporate expense (1) | (1,339 | ) | (1,678 | ) | (2,653 | ) | (4,466 | ) | |||||||||
Restructuring and realignment charges | (2,659 | ) | (4,031 | ) | (5,232 | ) | (4,031 | ) | |||||||||
Operating income (loss) | 3,167 | (1,603 | ) | 5,986 | 1,452 | ||||||||||||
Interest expense, net | (184 | ) | (661 | ) | (987 | ) | (1,324 | ) | |||||||||
Other income (expense), net | 5,551 | (120 | ) | 5,523 | (435 | ) | |||||||||||
(Including gain on sale of creosote | |||||||||||||||||
distribution business) | |||||||||||||||||
Income before income taxes | $ | 8,534 | $ | (2,384 | ) | $ | 10,522 | $ | (307 | ) | |||||||
-1 | Other corporate expense primarily represents employee stock-based compensation expenses and those expenses associated with the Company’s operation as a public company, such as board compensation, audit expense, fees related to the listing of our stock, and expenses incurred to pursue acquisition opportunities. |
LongTerm_Debt
Long-Term Debt | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Long-Term Debt | 10. Long-Term Debt | ||||||||
The Company’s debt as of January 31, 2015 and July 31, 2014 consisted of the following: | |||||||||
January 31, | July 31, | ||||||||
2015 | 2014 | ||||||||
(Amounts in thousands) | |||||||||
Senior secured debt: | |||||||||
Note purchase agreement, maturing on | $ | — | $ | 20,000 | |||||
December 31, 2014, interest rate of 7.43% | |||||||||
Revolving loan facility, maturing on | — | 40,000 | |||||||
April 30, 2018, variable interest rates based on LIBOR | |||||||||
plus 2.0% at July 31, 2014 | |||||||||
Revolving loan facility, maturing on | 39,000 | — | |||||||
October 9, 2019, variable interest rates based on LIBOR | |||||||||
plus 1.125% at January 31, 2015 | |||||||||
Total debt | 39,000 | 60,000 | |||||||
Current maturities of long-term debt | — | — | |||||||
Long-term debt, net of current maturities | $ | 39,000 | $ | 60,000 | |||||
On October 9, 2014, the Company refinanced its existing revolving loan facility and entered into a new credit facility (the “New Credit Facility”). The New Credit Facility is now with Wells Fargo Bank, National Association, Bank of America, N.A., HSBC Bank USA, National Association and JPMorgan Chase Bank, N.A. Prior to that refinancing, the Company’s indebtedness included a revolving loan facility and a note purchase agreement. The amount outstanding on the prior revolving loan facility was $40.0 million at July 31, 2014. Advances under the prior revolving loan bore interest at 2.155% as of July 31, 2014. The note purchase agreement was for $20.0 million. Advances under the note purchase agreement bore interest at 7.43% per annum. | |||||||||
The initial advance under the New Credit Facility was used to repay in full the $20.0 million outstanding indebtedness under the Company’s note purchase agreement with The Prudential Insurance Company of America and Pruco Life Insurance Company, and the Company refinanced $38.0 million then outstanding under its existing revolving loan facility. The Company incurred approximately $693,000 in fees and expenses related to the New Credit Facility. Additionally, the Company paid $288,000 for a make-whole charge for the early repayment of the note purchase agreement. | |||||||||
The New Credit Facility provides for a revolving loan up to $150.0 million, including an accordion feature that allows for an additional revolving loan increase of up to an additional $100.0 million with approval from the lenders. The amount available under the New Credit Facility at January 31, 2015 was limited, however, by a loan covenant restriction related to the ratio of funded debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”). Taking that restriction into account, at January 31, 2015 the Company could draw approximately an additional $76.7 million on its revolving loan. The maturity date for the New Credit Facility is October 9, 2019. | |||||||||
The revolving loan bears interest at a varying rate of LIBOR plus a margin based on our funded debt to EBITDA. | |||||||||
Ratio of Funded Debt to EBITDA | Margin | ||||||||
Equal to or greater than 3.00 to 1.0 | 1.875 | % | |||||||
Equal to or greater than 2.75 to 1.0, but less than 3.00 to 1.0 | 1.625 | % | |||||||
Equal to or greater than 2.50 to 1.0, but less than 2.75 to 1.0 | 1.5 | % | |||||||
Equal to or greater than 2.25 to 1.0, but less than 2.50 to 1.0 | 1.375 | % | |||||||
Equal to or greater than 2.00 to 1.0, but less than 2.25 to 1.0 | 1.25 | % | |||||||
Equal to or greater than 1.50 to 1.0, but less than 2.00 to 1.0 | 1.125 | % | |||||||
Less than 1.50 to 1.0 | 1 | % | |||||||
Advances under the revolving loan bear interest at 1.30% as of January 31, 2015. The Company will also incur an unused commitment fee on the unused amount of commitments under the New Credit Facility from 0.30% to 0.15%, based on the ratio of funded debt to EBITDA. | |||||||||
Loans under the New Credit Facility are secured by the Company’s assets, including inventory, accounts receivable, equipment, intangible assets, and real property. The New Credit Facility has restrictive covenants, including that the Company must maintain a fixed charge coverage ratio of 1.5 to 1.0 or greater, a ratio of funded debt to EBITDA (as adjusted for non-cash and unusual, non-recurring, and certain acquisition and integration costs) of 3.25 to 1.0 (with a step-up to 3.5 to 1.0 during an acquisition period with lender consent) and a current ratio of at least 1.5 to 1.0. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jan. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes |
Income tax expense for the interim periods was computed using the effective tax rate based on the application of an estimated annual effective income tax rate applied to year-to-date income before income tax expense. In determining the estimated annual effective income tax rate, we analyze various factors, including forecasts of projected annual earnings and the ability to use tax credits and net operating loss carry forwards. The overall effective income tax rate for the three and six month periods ended January 31, 2015 is 35.7% and 36.6%, respectively, including the valuation allowances recorded during the second quarter of fiscal year 2015 against the Company’s current operating losses for its Italian subsidiary. For the three and six months periods ended January 31, 2014, the overall effective income tax rate was (15.1)% and (353.6)%. | |
Excluding the Italian results and discrete benefits, the estimated annual effective tax rate on ordinary income is 35.4% and 35.0% for the three and six month periods ended January 31, 2015, respectively. Excluding the Italian results and discrete benefits, for the three and six month periods ended January 31, 2014 the overall effective rate was 31.4% and 33.4%, respectively. In addition, the Company recognized $220,000 of discrete items net benefits in the six months ended January 31, 2015. | |
Litigation_and_Other_Contingen
Litigation and Other Contingencies | 6 Months Ended |
Jan. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Litigation and Other Contingencies | 12. Litigation and Other Contingencies |
The Company is subject to contingencies, including litigation relating to environmental laws and regulations, commercial disputes and other matters. Certain of these contingencies are discussed below. The ultimate resolution of these contingencies is subject to significant uncertainty, and should the Company fail to prevail in any of them or should several of them be resolved against the Company in the same reporting period, these matters could, individually or in the aggregate, be material to the consolidated financial statements. The ultimate outcome of these matters, however, cannot be determined at this time, nor can the amount of any potential loss be reasonably estimated, and as a result except where indicated no amounts have been recorded in the Company’s consolidated financial statements. | |
The Company records legal costs associated with loss contingencies as expenses in the period in which they are incurred. | |
The Company’s subsidiary in Italy is contesting two cases in the Provincial Tax Court in Milan, Italy. In the first case the Company disputes income tax assessments by the taxing authority for the three year period ended July 31, 2011. In the aggregate, the amount of the assessments, including interest and penalties, is €1.8 million. If all the adjustments are sustained, the additional liability for the years 2009 through 2011 would total approximately $2.0 million, including interest and penalties through January 31, 2015 (at an exchange rate of 1.132 $/€). The Company had a liability for an uncertain tax position for items in the amount of $101,000 and $326,000 as of January 31, 2015 and July 31, 2014, respectively. In the second case, the Company’s subsidiary is contesting the assessment of additional registration tax. The taxing authority is asserting an increased valuation of assets purchased from Air Products and Chemicals, Inc. in December 2007 on which registration tax is payable. The amount of this assessment, including interest and penalties through January 31, 2015, is €795,000 (or approximately $900,000 at an exchange rate of 1.132 $/€). The Provincial Tax Court issued a ruling on October 13, 2014 agreeing with the Company’s position in the income tax assessment case. That ruling is subject to appeal by the taxing authority. The taxing authority has until April 2015 to file an appeal. The Company intends to vigorously pursue its position before the court in both cases, but the ultimate outcome of this litigation is subject to uncertainty. | |
The EPA has listed the Star Lake Canal Superfund Site in Port Neches and Groves, Texas on the National Priorities List. In 2005, the EPA and certain potentially responsible parties entered an administrative order on consent which required the implementation of a remedial investigation and feasibility study. The Company understands that these studies were completed by mid-2012. EPA prepared a Record of Decision, selecting a remedy of excavation and disposal of soil and/or sediment, containment with soil, clay and/or armor caps and monitored natural recovery. The EPA has estimated that the remediation will cost approximately $22.0 million. In October 2014, the Company’s subsidiary, KMG-Bernuth, received a letter from EPA notifying it of potential liability under CERCLA, and inviting it to enter into negotiations to pay for or perform the selected remedy. The Company is in the process of meeting with EPA and approximately seven other parties to assess their respective potential liability. No assurance can be given that the EPA will not designate the Company’s subsidiary as a potentially responsible party and no assurance can be given that the Company will not incur substantial expense to resolve this matter. | |
On October 24, 2014, the Company was notified by Stella-Jones Corporation that effective immediately it was terminating the supply agreement that the Company had with Stella-Jones for creosote. Earlier in the year, the agreement had been extended to June 30, 2017. Stella-Jones claimed it was entitled to repudiate the contract because it believed that the Company would be unable to supply the contract volume in the future. The Company had repeatedly informed Stella-Jones that the Company would be able to supply the required quantity, and told Stella-Jones that it had no right to terminate the agreement. After the termination of the agreement, Stella-Jones continued to purchase creosote from the Company on a spot basis prior to the Company’s sale of its creosote business to Koppers, Inc. Stella-Jones claims that the Company owes approximately $2.4 million for rebates on purchases of creosote in the third and fourth calendar quarters of 2014 prior to the termination. The Company has accrued $1.9 million in rebates for the third calendar quarter of 2014, but payment was withheld when Stella-Jones terminated the agreement. The Company asserts that there was no basis for early termination of the agreement, and further asserts that, because of the early termination of the agreement, Stella-Jones did not achieve the minimum purchase amount for calendar year 2014, and that no rebates are owed by it for the year. The Company is seeking repayment of rebates already paid to Stella-Jones for the first and second quarters of calendar 2014 of approximately $2.7 million. The Company will pursue any and all remedies available to it for the termination of the agreement, but the ultimate outcome of this matter is subject to uncertainty. | |
The Company is subject to federal, state, local and foreign laws and regulations and potential liabilities relating to the protection of the environment and human health and safety including, among other things, the cleanup of contaminated sites, the treatment, storage and disposal of wastes, the emission of substances into the air or waterways, and various health and safety matters. The Company expects to incur substantial costs for ongoing compliance with such laws and regulations. The Company may also face governmental or third-party claims, or otherwise incur costs, relating to cleanup of, or for injuries resulting from, contamination at sites associated with past and present operations. The Company accrues for environmental liabilities when a determination can be made that they are probable and reasonably estimable. |
Restructuring_and_Realignment_
Restructuring and Realignment Events | 6 Months Ended | |||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||
Restructuring And Related Activities [Abstract] | ||||||||||||||||||
Restructuring and Realignment Events | 13. Restructuring and Realignment Events | |||||||||||||||||
As part of global restructuring of its electronic chemicals operations, the Fremont, California manufacturing site acquired in the acquisition from OM Group has been closed, and production has been shifted primarily to the Company’s Hollister, California and Pueblo, Colorado facilities. The Company has also announced that it will close a facility in Milan, Italy, and shift production to facilities in France and the United Kingdom. The Company estimates that restructuring charges, exclusive of accelerated depreciation, will range between $7.0 million and $9.0 million cumulatively over fiscal years 2014, 2015 and 2016. Accelerated depreciation with respect to the closed facilities has been completed and totaled $3.3 million cumulatively for fiscal year 2014 and year-to-date fiscal year 2015. | ||||||||||||||||||
At January 31, 2015, the accrued liability associated with restructuring and other related charges consisted of the following: | ||||||||||||||||||
Employee | Decommissioning | |||||||||||||||||
Costs | and Environmental | Other | Total | |||||||||||||||
Accrued liability at August 1, 2014 | $ | 1,888 | $ | 810 | $ | 27 | $ | 2,725 | ||||||||||
Charges | — | 90 | 11 | 101 | ||||||||||||||
Payments | (726 | ) | (549 | ) | — | (1,275 | ) | |||||||||||
Adjustment | (267 | ) | (97 | ) | (14 | ) | (378 | ) | ||||||||||
Accrued liability at January 31, 2015 | $ | 895 | $ | 254 | $ | 24 | $ | 1,173 | ||||||||||
Total accelerated depreciation related to the closure of the Fremont and Milan facilities for the three and six months ended January 31, 2015 was approximately $227,000 and $858,000, respectively, and was approximately $800,000 for both the three and six months ended January 31, 2014. | ||||||||||||||||||
In October 2014, the Company announced a realignment of its hydrofluoric acid business. The Company did not renew the toll manufacturing agreement under which hydrofluoric acid products are produced for the Company by Chemtrade Logistics (“Chemtrade”) at its Bay Point, California facility (the agreement had formerly been with General Chemical). Certain manufacturing equipment at the Bay Point facility had been acquired by the Company in 2007, when the electronic chemicals business of General Chemical was purchased. That equipment has been used for hydrofluoric acid production by Chemtrade. Under the manufacturing agreement, the Company is obligated to pay or reimburse Chemtrade for certain costs associated with the cessation of operations at Bay Point, including certain employee costs and the decommissioning, dismantling and removal of the Company’s manufacturing equipment at the site. The Company estimates that it will incur total charges of between $3.5 million and $4.3 million for decommissioning, decontamination and dismantling. All assets have been fully depreciated as of January 31, 2015. Additionally, the Company is obligated to pay certain employee costs that the Company estimates at $0.8 million. In addition, during the second quarter and first six months of fiscal year 2015 the Company recorded $2.2 million and $4.1 million of accelerated depreciation, respectively. | ||||||||||||||||||
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jan. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events |
The Company had retained the real estate and building of its facility in Elwood, Kansas when its animal health business was sold in 2012. The current tenant, Ritepack, Inc., exercised its option to purchase the facility. The sale price was $2.5 million, payable in cash on the closing date, which approximated the Company’s carrying value of the property. The sale of the facility closed on February 26, 2015. The facility is presented as assets held for sale on the Company’s condensed consolidated balance sheet as of January 31, 2015. |
Disposition_of_Business_Schedu
Disposition of Business - Schedule of Cost of Assets Sold (Table) | 6 Months Ended | ||||
Jan. 31, 2015 | |||||
Discontinued Operations And Disposal Groups [Abstract] | |||||
Schedule of Cost of Assets Sold | The following table summarizes the cost of assets sold in conjunction with the sale of the creosote distribution business: | ||||
Creosote product registrations | $ | 5,339 | |||
Inventory | 3,009 | ||||
Other assets | 168 | ||||
$ | 8,516 | ||||
Inventories_Tables
Inventories (Tables) | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories | Inventories are summarized in the following table (in thousands): | ||||||||
January 31, | July 31, | ||||||||
2015 | 2014 | ||||||||
Raw materials | $ | 7,487 | $ | 7,914 | |||||
Work in process | 1,218 | 1,508 | |||||||
Supplies | 1,700 | 1,793 | |||||||
Finished products | 30,695 | 34,343 | |||||||
Less: reserve for inventory obsolescence | (609 | ) | (290 | ) | |||||
Inventories, net | $ | 40,491 | $ | 45,268 | |||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property, Plant, and Equipment and Related Accumulated Depreciation and Amortization | |||||||||
January 31, | July 31, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 13,544 | $ | 15,763 | |||||
Buildings and improvements | 38,418 | 42,664 | |||||||
Equipment | 77,559 | 77,557 | |||||||
Leasehold improvements | 177 | 143 | |||||||
129,698 | 136,127 | ||||||||
Less: accumulated depreciation and amortization | (60,335 | ) | (52,972 | ) | |||||
69,363 | 83,155 | ||||||||
Construction-in-progress | 11,573 | 9,295 | |||||||
Property, plant and equipment, net | $ | 80,936 | $ | 92,450 | |||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||
Summary of Performance Based Stock Awards Granted | |||||||||||||||||||||
Target | Expected | ||||||||||||||||||||
Series | Award | Grant Date | Measurement | Percentage of | Shares Expected | ||||||||||||||||
Date of Grant | Award | Shares | Fair Value | Period Ending | Vesting(1) | to Vest | |||||||||||||||
Fiscal Year 2015 Awards | |||||||||||||||||||||
12/9/14 | Series 1 | 103,499 | $ | 17.81 | 7/31/17 | ||||||||||||||||
Forfeitures(2) | 0 | ||||||||||||||||||||
Total | 103,499 | 154 | % | 159,181 | |||||||||||||||||
Fiscal Year 2014 Awards | |||||||||||||||||||||
2/25/14 | Series 1 | 127,315 | $ | 14.88 | 7/31/16 | ||||||||||||||||
Forfeitures(2) | (3,686 | ) | |||||||||||||||||||
Total | 123,629 | 100 | % | 123,629 | |||||||||||||||||
Fiscal Year 2013 Awards | |||||||||||||||||||||
12/4/12 | Series 1 | 141,059 | $ | 18.75 | 7/31/15 | ||||||||||||||||
Forfeitures(2) | (85,209 | ) | |||||||||||||||||||
Total | 55,850 | 0 | % | — | |||||||||||||||||
-1 | The percentage vesting for performance share awards is currently estimated at 154.0%, 100.0% and 0.0% of the target award for the fiscal year 2015, 2014 and 2013 awards, respectively. | ||||||||||||||||||||
-2 | Forfeitures include Series 1 awards that were granted in fiscal years 2014 and 2013 to certain employees that were forfeited at the termination of their employment. | ||||||||||||||||||||
Summary of Activity for Time-Based Stock Awards | A summary of activity for time-based stock awards for the six months ended January 31, 2015 is presented below: | ||||||||||||||||||||
Shares | Weighted-Average Grant-Date | ||||||||||||||||||||
Fair Value | |||||||||||||||||||||
Non-vested on August 1, 2014 | 50,100 | $ | 19.19 | ||||||||||||||||||
Granted (1) | 49,091 | 18.04 | |||||||||||||||||||
Vested(2) | (21,592 | ) | 19.16 | ||||||||||||||||||
Non-vested on January 31, 2015 | 77,599 | 18.47 | |||||||||||||||||||
-1 | Includes 3,000 shares granted to certain executives and employees which generally vest over one or two year service periods from the grant date or commencement of their employment, and 11,592 shares granted to non-employee directors on January 31, 2015 for service for the six months ended January 31, 2015. Also includes 34,499 shares granted to certain executives which vest over a service period of three years beginning on August 1, 2014. | ||||||||||||||||||||
-2 | Includes 5,663 and 11,592 shares granted to non-employee directors for service for the three and six months ended January 31, 2015. The shares vest on the date of grant, and the Company recognizes compensation expense related to the awards over the respective service periods in accordance with GAAP. The vested amount includes 6,000 shares granted to Mr. Fraser and 4,000 shares granted to certain other executives of the Company that vested. |
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
Intangible Assets | Intangible assets are summarized as follows (in thousands): | ||||||||||||||||||||
Number of Years | 31-Jan-15 | ||||||||||||||||||||
Weighted | Foreign | ||||||||||||||||||||
Average | Currency | ||||||||||||||||||||
Amortization | Original | Accumulated | Translation | Carrying | |||||||||||||||||
Period | Cost | Amortization | Adjustment | Amount | |||||||||||||||||
Intangible assets subject to amortization: | |||||||||||||||||||||
(range of useful life): | |||||||||||||||||||||
Electronic chemicals-related contracts | 6.6 | $ | 2,204 | $ | (702 | ) | $ | (79 | ) | $ | 1,423 | ||||||||||
(5-8 years) | |||||||||||||||||||||
Electronic chemicals-related trademarks and patents | 12 | 117 | (72 | ) | — | 45 | |||||||||||||||
(10-15 years) | |||||||||||||||||||||
Electronic chemicals-value of product qualifications | 14.1 | 14,100 | (3,093 | ) | (123 | ) | 10,884 | ||||||||||||||
(5-15 years) | |||||||||||||||||||||
Total intangible assets subject to amortization | 13.1 | $ | 16,421 | $ | (3,867 | ) | $ | (202 | ) | $ | 12,352 | ||||||||||
Intangible assets not subject to amortization: | |||||||||||||||||||||
Penta product registrations | 8,765 | ||||||||||||||||||||
Total intangible assets not subject to amortization | 8,765 | ||||||||||||||||||||
Total intangible assets, net | $ | 21,117 | |||||||||||||||||||
Number of Years | 31-Jul-14 | ||||||||||||||||||||
Weighted | Foreign | ||||||||||||||||||||
Average | Currency | ||||||||||||||||||||
Amortization | Original | Accumulated | Translation | Carrying | |||||||||||||||||
Period | Cost | Amortization | Adjustment | Amount | |||||||||||||||||
Intangible assets subject to amortization: | |||||||||||||||||||||
(range of useful life): | |||||||||||||||||||||
Electronic chemicals-related contracts (5-8 years) | 6.6 | $ | 2,204 | $ | (559 | ) | $ | 79 | $ | 1,724 | |||||||||||
Electronic chemicals-related trademarks and patents | 12 | 117 | (67 | ) | — | 50 | |||||||||||||||
(10-15 years) | |||||||||||||||||||||
Electronic chemicals-value of product qualifications | 14.1 | 14,100 | (2,426 | ) | 801 | 12,475 | |||||||||||||||
(5-15 years) | |||||||||||||||||||||
Total intangible assets subject to amortization | 13.1 | $ | 16,421 | $ | (3,052 | ) | $ | 880 | 14,249 | ||||||||||||
Intangible assets not subject to amortization: | |||||||||||||||||||||
Creosote product registrations | 5,339 | ||||||||||||||||||||
Penta product registrations | 8,765 | ||||||||||||||||||||
Total intangible assets not subject to amortization | 14,104 | ||||||||||||||||||||
Total intangible assets, net | $ | 28,353 | |||||||||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Information | The Company has two reportable segments — electronic chemicals and wood treating chemicals. | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
January 31, | January 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(Amounts in thousands) | |||||||||||||||||
Sales | |||||||||||||||||
Electronic chemicals | $ | 66,595 | $ | 61,428 | $ | 132,918 | $ | 125,880 | |||||||||
Wood treating chemicals | 13,136 | 22,795 | 37,563 | 51,859 | |||||||||||||
Total sales for reportable segments | $ | 79,731 | $ | 84,223 | $ | 170,481 | $ | 177,739 | |||||||||
Depreciation and amortization | |||||||||||||||||
Electronic chemicals | $ | 3,126 | $ | 3,345 | $ | 6,328 | $ | 6,592 | |||||||||
Wood treating chemicals | 97 | 98 | 193 | 196 | |||||||||||||
Other | 114 | 104 | 246 | 223 | |||||||||||||
Total consolidated depreciation and amortization | $ | 3,337 | $ | 3,547 | $ | 6,767 | $ | 7,011 | |||||||||
Segment income from operations (1) | |||||||||||||||||
Electronic chemicals | $ | 5,570 | $ | 2,995 | $ | 9,691 | $ | 6,333 | |||||||||
Wood treating chemicals | 1,595 | 1,111 | 4,180 | 3,616 | |||||||||||||
Total segment income from operations | $ | 7,165 | $ | 4,106 | $ | 13,871 | $ | 9,949 | |||||||||
-1 | Segment income from operations includes allocated corporate overhead expenses. | ||||||||||||||||
Overhead Expenses Allocated to Segment Income | Corporate overhead expenses allocated to segment income from operations for the three and six months ended January 31, 2015 and 2014 were as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
January 31, | January 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(Amounts in thousands) | |||||||||||||||||
Electronic chemicals | $ | 2,999 | $ | 2,465 | $ | 5,390 | $ | 4,438 | |||||||||
Wood treating chemicals | 1,173 | 1,070 | 2,107 | 2,130 | |||||||||||||
Total corporate overhead expense allocation | $ | 4,172 | $ | 3,535 | $ | 7,497 | $ | 6,568 | |||||||||
Reconciliation of Total Segment to Consolidated Amounts | A reconciliation of total segment information to consolidated amounts is as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
January 31, | January 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(Amounts in thousands) | |||||||||||||||||
Sales | |||||||||||||||||
Total sales for reportable segments | $ | 79,731 | $ | 84,223 | $ | 170,481 | $ | 177,739 | |||||||||
Other | 31 | 30 | 60 | 74 | |||||||||||||
Net sales | $ | 79,762 | $ | 84,253 | $ | 170,541 | $ | 177,813 | |||||||||
Segment income from operations | |||||||||||||||||
Total segment income from operations | $ | 7,165 | $ | 4,106 | $ | 13,871 | $ | 9,949 | |||||||||
Other corporate expense (1) | (1,339 | ) | (1,678 | ) | (2,653 | ) | (4,466 | ) | |||||||||
Restructuring and realignment charges | (2,659 | ) | (4,031 | ) | (5,232 | ) | (4,031 | ) | |||||||||
Operating income (loss) | 3,167 | (1,603 | ) | 5,986 | 1,452 | ||||||||||||
Interest expense, net | (184 | ) | (661 | ) | (987 | ) | (1,324 | ) | |||||||||
Other income (expense), net | 5,551 | (120 | ) | 5,523 | (435 | ) | |||||||||||
(Including gain on sale of creosote | |||||||||||||||||
distribution business) | |||||||||||||||||
Income before income taxes | $ | 8,534 | $ | (2,384 | ) | $ | 10,522 | $ | (307 | ) | |||||||
-1 | Other corporate expense primarily represents employee stock-based compensation expenses and those expenses associated with the Company’s operation as a public company, such as board compensation, audit expense, fees related to the listing of our stock, and expenses incurred to pursue acquisition opportunities. |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt | The Company’s debt as of January 31, 2015 and July 31, 2014 consisted of the following: | ||||||||
January 31, | July 31, | ||||||||
2015 | 2014 | ||||||||
(Amounts in thousands) | |||||||||
Senior secured debt: | |||||||||
Note purchase agreement, maturing on | $ | — | $ | 20,000 | |||||
December 31, 2014, interest rate of 7.43% | |||||||||
Revolving loan facility, maturing on | — | 40,000 | |||||||
April 30, 2018, variable interest rates based on LIBOR | |||||||||
plus 2.0% at July 31, 2014 | |||||||||
Revolving loan facility, maturing on | 39,000 | — | |||||||
October 9, 2019, variable interest rates based on LIBOR | |||||||||
plus 1.125% at January 31, 2015 | |||||||||
Total debt | 39,000 | 60,000 | |||||||
Current maturities of long-term debt | — | — | |||||||
Long-term debt, net of current maturities | $ | 39,000 | $ | 60,000 | |||||
Ratio of Funded Debt to EBITDA | The revolving loan bears interest at a varying rate of LIBOR plus a margin based on our funded debt to EBITDA. | ||||||||
Ratio of Funded Debt to EBITDA | Margin | ||||||||
Equal to or greater than 3.00 to 1.0 | 1.875 | % | |||||||
Equal to or greater than 2.75 to 1.0, but less than 3.00 to 1.0 | 1.625 | % | |||||||
Equal to or greater than 2.50 to 1.0, but less than 2.75 to 1.0 | 1.5 | % | |||||||
Equal to or greater than 2.25 to 1.0, but less than 2.50 to 1.0 | 1.375 | % | |||||||
Equal to or greater than 2.00 to 1.0, but less than 2.25 to 1.0 | 1.25 | % | |||||||
Equal to or greater than 1.50 to 1.0, but less than 2.00 to 1.0 | 1.125 | % | |||||||
Less than 1.50 to 1.0 | 1 | % | |||||||
Restructuring_and_Realignment_1
Restructuring and Realignment Events (Tables) | 6 Months Ended | |||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||
Restructuring And Related Activities [Abstract] | ||||||||||||||||||
Accrued Liability Associated with Restructuring and Other Related Charges | At January 31, 2015, the accrued liability associated with restructuring and other related charges consisted of the following: | |||||||||||||||||
Employee | Decommissioning | |||||||||||||||||
Costs | and Environmental | Other | Total | |||||||||||||||
Accrued liability at August 1, 2014 | $ | 1,888 | $ | 810 | $ | 27 | $ | 2,725 | ||||||||||
Charges | — | 90 | 11 | 101 | ||||||||||||||
Payments | (726 | ) | (549 | ) | — | (1,275 | ) | |||||||||||
Adjustment | (267 | ) | (97 | ) | (14 | ) | (378 | ) | ||||||||||
Accrued liability at January 31, 2015 | $ | 895 | $ | 254 | $ | 24 | $ | 1,173 | ||||||||||
Disposition_of_Business_Additi
Disposition of Business - Additional Information (Detail) (USD $) | 6 Months Ended | |
Jan. 31, 2015 | Jan. 16, 2015 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups [Line Items] | ||
Sale price for the assets | $15,100,000 | |
Creosote Distribution Business | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups [Line Items] | ||
Sale price for the assets | 8,516,000 | |
Goodwill written off on sale of business | 662,000 | |
Gain on sale of business | $5,700,000 |
Disposition_of_Business_Schedu1
Disposition of Business - Schedule of Cost of Assets Sold (Detail) (USD $) | Jan. 16, 2015 | Jan. 31, 2015 |
In Thousands, unless otherwise specified | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups [Line Items] | ||
Total | $15,100 | |
Creosote Distribution Business | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups [Line Items] | ||
Creosote product registrations | 5,339 | |
Inventory | 3,009 | |
Other assets | 168 | |
Total | $8,516 |
Earnings_per_Share_Additional_
Earnings per Share - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Earnings Per Share [Abstract] | ||||
Number of dilutive shares related to stock-based awards | 90,000 | 64,000 | ||
Number of shares potentially dilutive securities not included in the computation of diluted earnings per share | 0 | 30,000 | 0 | 21,000 |
Inventories_Detail
Inventories (Detail) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $7,487 | $7,914 |
Work in process | 1,218 | 1,508 |
Supplies | 1,700 | 1,793 |
Finished products | 30,695 | 34,343 |
Less: reserve for inventory obsolescence | -609 | -290 |
Inventories, net | $40,491 | $45,268 |
Property_Plant_and_Equipment_a
Property, Plant, and Equipment and Related Accumulated Depreciation and Amortization (Detail) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $129,698 | $136,127 |
Less: accumulated depreciation and amortization | -60,335 | -52,972 |
Property plant and equipment excluding construction in progress | 69,363 | 83,155 |
Construction-in-progress | 11,573 | 9,295 |
Property, plant and equipment, net | 80,936 | 92,450 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,544 | 15,763 |
Buildings and improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 38,418 | 42,664 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 77,559 | 77,557 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $177 | $143 |
Recovered_Sheet1
Property, Plant, and Equipment - Additional Information (Detail) (Facility in Elwood, Kansas, USD $) | Jan. 31, 2015 |
In Millions, unless otherwise specified | |
Facility in Elwood, Kansas | |
Property Plant And Equipment [Line Items] | |
Facility sold, amount | $2.50 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2013 | Feb. 25, 2014 | Aug. 01, 2014 | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Recognized stock based compensation cost | $702,000 | $191,000 | $1,138,000 | $1,434,000 | |||||||||
Share based compensation, related tax benefits | 272,000 | 108,000 | 433,000 | 544,000 | |||||||||
Unrecognized compensation costs related to outstanding stock awards | 5,000,000 | 5,000,000 | |||||||||||
Weighted average period for recognition of compensation cost | 2 years 2 months 12 days | ||||||||||||
Maximum award, as a percentage of target award. | 150.00% | ||||||||||||
Performance based awards vesting beginning period | 1-Aug-14 | ||||||||||||
Performance based awards vesting ending period | 31-Jul-15 | ||||||||||||
Scenario, Forecast | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Maximum award, as a percentage of target award. | 167.00% | ||||||||||||
Performance Shares | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Shares outstanding, non vested | 250,944 | ||||||||||||
Awards vested | 0 | ||||||||||||
Target Award Shares | 123,629 | 103,499 | 55,850 | ||||||||||
Vesting percentage of awards | 100.00% | [1] | 154.00% | [1] | 0.00% | [1] | |||||||
Weighted average per share grant date fair value | $16.53 | $16.53 | $14.88 | ||||||||||
Grant Date Fair Value | $17.67 | $16.65 | |||||||||||
Time Based Shares | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Shares outstanding, non vested | 77,599 | 77,599 | 50,100 | ||||||||||
Awards vested | 21,592 | [2] | |||||||||||
Target Award Shares | 49,091 | [3] | |||||||||||
Weighted average per share grant date fair value | $18.47 | $18.47 | 19.19 | ||||||||||
Grant Date Fair Value | $18.04 | [3] | |||||||||||
Total fair value of shares vested | 414,000 | 1,400,000 | |||||||||||
Weighted average per share grant date fair value of awards forfeited | $14.88 | $17.10 | |||||||||||
Christopher T. Fraser | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Grant date fair value amount | 1,100,000 | 1,100,000 | |||||||||||
Christopher T. Fraser | Performance Shares | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Vesting percentage of awards | 100.00% | ||||||||||||
Christopher T. Fraser | Performance Shares | Two Thousand Four Long Term Incentive Plan | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Target Award Shares | 10,000 | ||||||||||||
Christopher T. Fraser | Performance Shares | Certain Organizational Objectives | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Target Award Shares | 4,000 | ||||||||||||
Christopher T. Fraser | Time Based Shares | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Grant date fair value amount | $1,100,000 | $1,100,000 | |||||||||||
[1] | The percentage vesting for performance share awards is currently estimated at 154.0%, 100.0% and 0.0% of the target award for the fiscal year 2015, 2014 and 2013 awards, respectively. | ||||||||||||
[2] | Includes 5,663 and 11,592 shares granted to non-employee directors for service for the three and six months ended January 31, 2015. The shares vest on the date of grant, and the Company recognizes compensation expense related to the awards over the respective service periods in accordance with GAAP. The vested amount includes 6,000 shares granted to Mr. Fraser and 4,000 shares granted to certain other executives of the Company that vested. | ||||||||||||
[3] | Includes 3,000 shares granted to certain executives and employees which generally vest over one or two year service periods from the grant date or commencement of their employment, and 11,592 shares granted to non-employee directors on January 31, 2015 for service for the six months ended January 31, 2015. Also includes 34,499 shares granted to certain executives which vest over a service period of three years beginning on August 1, 2014. |
Summary_of_Performance_Based_S
Summary of Performance Based Stock Awards (Detail) (Performance Shares, USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Dec. 09, 2014 | Feb. 25, 2014 | Dec. 04, 2012 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Target Award Shares, forfeited | 0 | [1] | -3,686 | [1] | -85,209 | [1] | ||||||||
Target Award Shares | 103,499 | 123,629 | 55,850 | |||||||||||
Grant Date Fair Value | $17.67 | $16.65 | ||||||||||||
Expected Percentage of Vesting | 154.00% | [2] | 100.00% | [2] | 0.00% | [2] | ||||||||
Shares Expected to Vest | 159,181 | 123,629 | 0 | |||||||||||
Series Award One | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Grant Dates | 9-Dec-14 | 25-Feb-14 | 4-Dec-12 | |||||||||||
Target Award Shares | 103,499 | 127,315 | 141,059 | |||||||||||
Grant Date Fair Value | 17.81 | 14.88 | 18.75 | |||||||||||
Measurement Period Ending | 31-Jul-17 | 31-Jul-16 | 31-Jul-15 | |||||||||||
[1] | (1) Forfeitures include Series 1 awards that were granted in fiscal years 2014 and 2013 to certain employees that were forfeited at the termination of their employment. | |||||||||||||
[2] | The percentage vesting for performance share awards is currently estimated at 154.0%, 100.0% and 0.0% of the target award for the fiscal year 2015, 2014 and 2013 awards, respectively. |
Summary_of_Performance_Based_S1
Summary of Performance Based Stock Awards (Parenthetical) (Detail) (Scenario, Forecast) | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Scenario, Forecast | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected Percentage of Vesting | 154.00% | 100.00% | 0.00% |
Summary_of_Activity_for_TimeBa
Summary of Activity for Time-Based Stock Awards (Detail) (Time Based Shares, USD $) | 6 Months Ended | |
Jan. 31, 2015 | ||
Time Based Shares | ||
Non-vested Shares | ||
Non-vested on August 1, 2014 | 50,100 | |
Granted | 49,091 | [1] |
Vested | -21,592 | [2] |
Non-vested on January 31, 2015 | 77,599 | |
Weighted-Average Grant-Date Fair Value | ||
Non-vested on August 1, 2014 | $19.19 | |
Granted | $18.04 | [1] |
Vested | $19.16 | [2] |
Non-vested on January 31, 2015 | $18.47 | |
[1] | Includes 3,000 shares granted to certain executives and employees which generally vest over one or two year service periods from the grant date or commencement of their employment, and 11,592 shares granted to non-employee directors on January 31, 2015 for service for the six months ended January 31, 2015. Also includes 34,499 shares granted to certain executives which vest over a service period of three years beginning on August 1, 2014. | |
[2] | Includes 5,663 and 11,592 shares granted to non-employee directors for service for the three and six months ended January 31, 2015. The shares vest on the date of grant, and the Company recognizes compensation expense related to the awards over the respective service periods in accordance with GAAP. The vested amount includes 6,000 shares granted to Mr. Fraser and 4,000 shares granted to certain other executives of the Company that vested. |
Summary_of_Activity_for_TimeBa1
Summary of Activity for Time-Based Stock Awards (Parenthetical) (Detail) | 3 Months Ended | 6 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2015 | ||
Time Based Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Time based stock awards granted | 49,091 | [1] | |
Time based stock awards Vested | 21,592 | [2] | |
Time Based Shares | Certain executives and employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Time based stock awards granted | 3,000 | ||
Time Based Shares | Certain executives and employees | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock awards granted, vesting period | 1 year | ||
Time Based Shares | Certain executives and employees | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock awards granted, vesting period | 2 years | ||
Time Based Shares | Non Employee Director | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Time based stock awards granted | 11,592 | ||
Time Based Shares | Certain Executives | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Time based stock awards granted | 34,499 | ||
Stock awards granted, vesting period | 3 years | ||
Time Based Awards | Non Employee Director | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Time based stock awards Vested | 5,663 | 11,592 | |
Time Based Awards | Certain Executives | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Time based stock awards Vested | 4,000 | ||
Time Based Awards | Christopher T. Fraser | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Time based stock awards Vested | 6,000 | ||
[1] | Includes 3,000 shares granted to certain executives and employees which generally vest over one or two year service periods from the grant date or commencement of their employment, and 11,592 shares granted to non-employee directors on January 31, 2015 for service for the six months ended January 31, 2015. Also includes 34,499 shares granted to certain executives which vest over a service period of three years beginning on August 1, 2014. | ||
[2] | Includes 5,663 and 11,592 shares granted to non-employee directors for service for the three and six months ended January 31, 2015. The shares vest on the date of grant, and the Company recognizes compensation expense related to the awards over the respective service periods in accordance with GAAP. The vested amount includes 6,000 shares granted to Mr. Fraser and 4,000 shares granted to certain other executives of the Company that vested. |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jul. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | ||
Number of Years Weighted Average Amortization Period | 13 years 1 month 6 days | 13 years 1 month 6 days |
Original Cost | $16,421 | $16,421 |
Accumulated Amortization | -3,867 | -3,052 |
Foreign Currency Translation Adjustment | -202 | 880 |
Carrying Amount | 12,352 | 14,249 |
Total intangible assets not subject to amortization | 8,765 | 14,104 |
Total intangible assets, net | 21,117 | 28,353 |
Penta product registrations | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets not subject to amortization | 8,765 | 8,765 |
Creosote product registrations | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets not subject to amortization | 5,339 | |
Electronic chemicals-related contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Number of Years Weighted Average Amortization Period | 6 years 7 months 6 days | 6 years 7 months 6 days |
Original Cost | 2,204 | 2,204 |
Accumulated Amortization | -702 | -559 |
Foreign Currency Translation Adjustment | -79 | 79 |
Carrying Amount | 1,423 | 1,724 |
Electronic chemicals-related trademarks and patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Number of Years Weighted Average Amortization Period | 12 years | 12 years |
Original Cost | 117 | 117 |
Accumulated Amortization | -72 | -67 |
Carrying Amount | 45 | 50 |
Electronic chemicals-value of product qualifications | ||
Finite Lived Intangible Assets [Line Items] | ||
Number of Years Weighted Average Amortization Period | 14 years 1 month 6 days | 14 years 1 month 6 days |
Original Cost | 14,100 | 14,100 |
Accumulated Amortization | -3,093 | -2,426 |
Foreign Currency Translation Adjustment | -123 | 801 |
Carrying Amount | $10,884 | $12,475 |
Intangible_Assets_Parenthetica
Intangible Assets (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended |
Jan. 31, 2015 | Jul. 31, 2014 | |
Electronic chemicals-related trademarks and patents | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Range of useful life | 10 years | 10 years |
Electronic chemicals-related trademarks and patents | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Range of useful life | 15 years | 15 years |
Electronic chemicals-value of product qualifications | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Range of useful life | 5 years | 5 years |
Electronic chemicals-value of product qualifications | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Range of useful life | 15 years | 15 years |
Electronic chemicals | Related contracts | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Range of useful life | 5 years | 5 years |
Electronic chemicals | Related contracts | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Range of useful life | 8 years | 8 years |
Intangible_Asset_Additional_In
Intangible Asset - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $401 | $475 | $815 | $962 |
Dividends_Additional_Informati
Dividends - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Feb. 24, 2015 |
Dividends Payable [Line Items] | |||||
Dividend paid | $351 | $348 | $700 | $695 | |
Dividend per share | $0.03 | $0.03 | $0.03 | $0.03 | |
Dividends payable declared date | 24-Feb-15 | ||||
Dividends payable payment date | 20-Mar-15 | ||||
Dividends payable record date | 9-Mar-15 | ||||
Subsequent Event | |||||
Dividends Payable [Line Items] | |||||
Dividends payable amount per share | $0.03 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jan. 31, 2015 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reportable segment | 2 |
Segment_Information_Detail
Segment Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | ||||
Segment Reporting Information [Line Items] | ||||||||
Total sales for reportable segments | $79,762 | $84,253 | $170,541 | $177,813 | ||||
Total consolidated depreciation and amortization | 6,767 | 7,011 | ||||||
Total segment income from operations | 3,167 | -1,603 | 5,986 | 1,452 | ||||
Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total sales for reportable segments | 79,731 | 84,223 | 170,481 | 177,739 | ||||
Total consolidated depreciation and amortization | 3,337 | 3,547 | 6,767 | 7,011 | ||||
Total segment income from operations | 7,165 | [1] | 4,106 | [1] | 13,871 | [1] | 9,949 | [1] |
Operating Segments | Electronic chemicals | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total sales for reportable segments | 66,595 | 61,428 | 132,918 | 125,880 | ||||
Total consolidated depreciation and amortization | 3,126 | 3,345 | 6,328 | 6,592 | ||||
Total segment income from operations | 5,570 | [1] | 2,995 | [1] | 9,691 | [1] | 6,333 | [1] |
Operating Segments | Wood Treating Chemicals | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total sales for reportable segments | 13,136 | 22,795 | 37,563 | 51,859 | ||||
Total consolidated depreciation and amortization | 97 | 98 | 193 | 196 | ||||
Total segment income from operations | 1,595 | [1] | 1,111 | [1] | 4,180 | [1] | 3,616 | [1] |
Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total sales for reportable segments | 31 | 30 | 60 | 74 | ||||
Total consolidated depreciation and amortization | $114 | $104 | $246 | $223 | ||||
[1] | Segment income from operations includes allocated corporate overhead expenses. |
Overhead_Expenses_Allocated_to
Overhead Expenses Allocated to Segment Income (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Segment Reporting Information [Line Items] | ||||
Total corporate overhead expense allocation | $4,172 | $3,535 | $7,497 | $6,568 |
Operating Segments | Electronic chemicals | ||||
Segment Reporting Information [Line Items] | ||||
Total corporate overhead expense allocation | 2,999 | 2,465 | 5,390 | 4,438 |
Operating Segments | Wood Treating Chemicals | ||||
Segment Reporting Information [Line Items] | ||||
Total corporate overhead expense allocation | $1,173 | $1,070 | $2,107 | $2,130 |
Reconciliation_of_Total_Segmen
Reconciliation of Total Segment to Consolidated Amounts (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | ||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $79,762 | $84,253 | $170,541 | $177,813 | ||||
Total segment income from operations | 3,167 | -1,603 | 5,986 | 1,452 | ||||
Other corporate expense | -1,339 | [1] | -1,678 | [1] | -2,653 | [1] | -4,466 | [1] |
Restructuring and realignment charges | -2,659 | -4,031 | -5,232 | -4,031 | ||||
Interest expense, net | -184 | -661 | -987 | -1,324 | ||||
Other income (expense), net (Including gain on sale of creosote distribution business) | 5,551 | -120 | 5,523 | -435 | ||||
Income (loss) before income taxes | 8,534 | -2,384 | 10,522 | -307 | ||||
Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 79,731 | 84,223 | 170,481 | 177,739 | ||||
Total segment income from operations | 7,165 | [2] | 4,106 | [2] | 13,871 | [2] | 9,949 | [2] |
Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $31 | $30 | $60 | $74 | ||||
[1] | Other corporate expense primarily represents employee stock-based compensation expenses and those expenses associated with the Company’s operation as a public company, such as board compensation, audit expense, fees related to the listing of our stock, and expenses incurred to pursue acquisition opportunities. | |||||||
[2] | Segment income from operations includes allocated corporate overhead expenses. |
Debt_Detail
Debt (Detail) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total debt | $39,000 | $60,000 |
Long-term debt, net of current maturities | 39,000 | 60,000 |
Senior Secured Debt | Note Purchase Agreement | ||
Debt Instrument [Line Items] | ||
Total debt | 20,000 | |
Senior Secured Debt | Revolving loan facility, maturing on April 30, 2018 | ||
Debt Instrument [Line Items] | ||
Total debt | 40,000 | |
Senior Secured Debt | Revolving loan facility, maturing on October 9, 2019 | ||
Debt Instrument [Line Items] | ||
Total debt | $39,000 |
Debt_Parenthetical_Detail
Debt (Parenthetical) (Detail) (Senior Secured Debt) | 1 Months Ended | 6 Months Ended |
Jul. 31, 2014 | Jan. 31, 2015 | |
Note Purchase Agreement | ||
Debt Instrument [Line Items] | ||
Loan maturity date | 31-Dec-14 | |
Note purchase agreement interest rate | 7.43% | 7.43% |
Revolving loan facility, maturing on April 30, 2018 | ||
Debt Instrument [Line Items] | ||
Loan maturity date | 30-Apr-18 | |
Variable interest rate | 2.00% | |
Revolving loan facility, maturing on October 9, 2019 | ||
Debt Instrument [Line Items] | ||
Loan maturity date | 9-Oct-19 | |
Variable interest rate | 1.13% |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 6 Months Ended | 1 Months Ended |
Oct. 09, 2014 | Jan. 31, 2015 | Jul. 31, 2014 | |
Debt Instrument [Line Items] | |||
Total debt | $39,000,000 | $60,000,000 | |
Repayments of secured debt | 20,000,000 | ||
Line of credit facility, outstanding | 38,000,000 | ||
Fixed charge coverage ratio | 1.5 | ||
Ratio of funded debt to EBITDA maximum | 3.25 | ||
Current ratio | 1.5 | ||
Ratio of funded debt to EBITDA maximum, step-up during an acquisition period with lender's consent | 3.5 | ||
Note Purchase Agreement | |||
Debt Instrument [Line Items] | |||
Repayments of secured debt | 20,000,000 | ||
Fees and expenses related to new credit facility | 693,000 | ||
Penalty for the early repayment of the note | 288,000 | ||
Revolving Loan Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument variable rate | 1.30% | ||
Revolving Loan Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Percentage of unused commitment fee on unused amount of commitments under revolving loan facility | 0.30% | ||
Revolving Loan Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Percentage of unused commitment fee on unused amount of commitments under revolving loan facility | 0.15% | ||
Senior Secured Debt | Note Purchase Agreement | |||
Debt Instrument [Line Items] | |||
Total debt | 20,000,000 | ||
Note purchase agreement interest rate | 7.43% | 7.43% | |
Loan maturity date | 31-Dec-14 | ||
Senior Secured Debt | Revolving loan facility, maturing on April 30, 2018 | |||
Debt Instrument [Line Items] | |||
Total debt | 40,000,000 | ||
Debt instrument variable rate | 2.16% | ||
Loan maturity date | 30-Apr-18 | ||
Senior Secured Debt | Revolving loan facility, maturing on October 9, 2019 | |||
Debt Instrument [Line Items] | |||
Total debt | 39,000,000 | ||
Amount to be borrowed under revolving loan facility | 150,000,000 | ||
Amount of cash available under contractual agreement with lender's approval | 100,000,000 | ||
Loan maturity date | 9-Oct-19 | ||
Amount available under revolving facility | $76,700,000 |
Ratio_of_Funded_Debt_to_Ebitda
Ratio of Funded Debt to Ebitda (Detail) | 6 Months Ended |
Jan. 31, 2015 | |
Range One | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.88% |
Range Two | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.63% |
Range Three | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.50% |
Range Four | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.38% |
Range Five | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.25% |
Range Six | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.13% |
Range Seven | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.00% |
Ratio_of_Funded_Debt_to_Ebitda1
Ratio of Funded Debt to Ebitda (Parenthetical) (Detail) | 0 Months Ended |
Oct. 09, 2014 | |
Range One | Minimum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 3 |
Range Two | Minimum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 2.75 |
Range Two | Maximum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 3 |
Range Three | Minimum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 2.5 |
Range Three | Maximum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 2.75 |
Range Four | Minimum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 2.25 |
Range Four | Maximum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 2.5 |
Range Five | Minimum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 2 |
Range Five | Maximum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 2.25 |
Range Six | Minimum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 1.5 |
Range Six | Maximum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 2 |
Range Seven | Maximum | |
Debt Instrument [Line Items] | |
Ratio of Funded Debt to EBITDA | 1.5 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Income Tax Contingency [Line Items] | ||||
Effective income tax rate | 35.70% | -15.10% | 36.60% | -353.60% |
Discrete items net benefits | $220 | |||
Effective Income Tax Rate Excluding Restructuring Charges And Operational Results In Italy | ||||
Income Tax Contingency [Line Items] | ||||
Effective income tax rate | 35.40% | 31.40% | 35.00% | 33.40% |
Litigation_and_Other_Contingen1
Litigation and Other Contingencies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||
Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jan. 31, 2015 | Jan. 31, 2015 | Jul. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2015 | Jan. 31, 2015 | Jan. 31, 2015 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Tax Assessment July Thirty First Two Thousand And Eleven | Tax Assessment July Thirty First Two Thousand And Eleven | Tax Assessment December Two Thousand And Seven | Tax Assessment December Two Thousand And Seven | Provincial Court in Milan, Italy | Provincial Court in Milan, Italy | |
Case | USD ($) | USD ($) | USD ($) | EUR (€) | Tax Assessment July Thirty First Two Thousand And Eleven | Tax Assessment July Thirty First Two Thousand And Eleven | |||||
USD ($) | EUR (€) | ||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Number of cases contested by subsidiary in the Provincial Tax Court in Milan, Italy | 2 | ||||||||||
Proposed adjustment from taxing authorities resulting additional income tax | $2,000,000 | € 1,800,000 | |||||||||
Foreign currency exchange rate, translation | 1.132 | 1.132 | |||||||||
Liability for uncertain tax positions in Italy | 101,000 | 326,000 | 900,000 | 795,000 | |||||||
EPA estimated remediation cost | 22,000,000 | ||||||||||
Rebates on purchases of creosote | 2,400,000 | 2,400,000 | |||||||||
Repayment of rebates | 2,700,000 | 2,700,000 | |||||||||
Rebates, accrued | $1,900,000 |
Restructuring_and_Realignment_2
Restructuring and Realignment Events - Additional Information (Detail) (USD $) | 24 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Oct. 31, 2014 | |
Closed Facilities | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Accelerated depreciation | $3,300,000 | |||||
Closed Facilities | Minimum | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated restructuring charges over fiscal years 2014, 2015 and 2016 | 7,000,000 | 7,000,000 | 7,000,000 | |||
Closed Facilities | Maximum | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated restructuring charges over fiscal years 2014, 2015 and 2016 | 9,000,000 | 9,000,000 | 9,000,000 | |||
Fremont And Milan Facilities | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Accelerated depreciation | 227,000 | 800,000 | 858,000 | 800,000 | ||
Hydrofluoric Acid Business | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Accelerated depreciation | 2,200,000 | 4,100,000 | ||||
Severance Costs | 800,000 | |||||
Hydrofluoric Acid Business | Minimum | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated restructuring charges over fiscal years 2014, 2015 and 2016 | 3,500,000 | |||||
Hydrofluoric Acid Business | Maximum | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Estimated restructuring charges over fiscal years 2014, 2015 and 2016 | $4,300,000 |
Restructuring_and_Realignment_3
Restructuring and Realignment Events - Accrued Liability Associated with Restructuring and Other Related Charges (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jan. 31, 2015 |
Restructuring Cost And Reserve [Line Items] | |
Accrued liability at August 1, 2014 | $2,725 |
Charges | 101 |
Payments | -1,275 |
Adjustment | -378 |
Accrued liability at January 31, 2015 | 1,173 |
Employee costs | |
Restructuring Cost And Reserve [Line Items] | |
Accrued liability at August 1, 2014 | 1,888 |
Payments | -726 |
Adjustment | -267 |
Accrued liability at January 31, 2015 | 895 |
Decommissioning and Environmental | |
Restructuring Cost And Reserve [Line Items] | |
Accrued liability at August 1, 2014 | 810 |
Charges | 90 |
Payments | -549 |
Adjustment | -97 |
Accrued liability at January 31, 2015 | 254 |
Other | |
Restructuring Cost And Reserve [Line Items] | |
Accrued liability at August 1, 2014 | 27 |
Charges | 11 |
Adjustment | -14 |
Accrued liability at January 31, 2015 | $24 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Animal Health Business, Kansas Facility, Ritepack Inc, USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2015 | Feb. 26, 2015 |
Subsequent Event [Line Items] | ||
Disposal Date | 26-Feb-15 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Sale price | $2.50 |