Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2015 | Nov. 23, 2015 | Jan. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jul. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | KMG | ||
Entity Registrant Name | KMG CHEMICALS INC | ||
Entity Central Index Key | 1,028,215 | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 11,715,586 | ||
Entity Public Float | $ 181.3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 31, 2015 | Jul. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 7,517 | $ 19,252 |
Accounts receivable | ||
Trade, net of allowances of $144 at July 31, 2015 and $272 at July 31, 2014 | 36,887 | 40,176 |
Other | 3,668 | 1,904 |
Inventories, net | 42,082 | 45,268 |
Current deferred tax assets | 2,953 | 1,577 |
Prepaid expenses and other | 3,738 | 3,476 |
Total current assets | 96,845 | 111,653 |
Property, plant and equipment, net | 80,589 | 92,450 |
Deferred tax assets | 131 | 442 |
Goodwill | 22,408 | 12,595 |
Intangible assets, net | 36,560 | 28,353 |
Restricted cash | 1,000 | 1,000 |
Other assets, net | 4,826 | 4,365 |
Total assets | 242,359 | 250,858 |
Current liabilities | ||
Accounts payable | 35,980 | 36,690 |
Accrued liabilities | 9,602 | 16,986 |
Employee incentive accrual | 4,852 | 4,575 |
Total current liabilities | 50,434 | 58,251 |
Long-term debt | 53,000 | 60,000 |
Deferred tax liabilities | 13,075 | 9,881 |
Other long-term liabilities | 2,429 | 2,520 |
Total liabilities | $ 118,938 | $ 130,652 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued | ||
Common stock, $.01 par value, 40,000,000 shares authorized, 11,690,439 shares issued and outstanding at July 31, 2015 and 11,649,001 shares issued and outstanding at July 31, 2014 | $ 117 | $ 116 |
Additional paid-in capital | 31,676 | 28,886 |
Accumulated other comprehensive income/(loss) | (9,667) | 645 |
Retained earnings | 101,295 | 90,559 |
Total stockholders’ equity | 123,421 | 120,206 |
Total liabilities and stockholders’ equity | $ 242,359 | $ 250,858 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2015 | Jul. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Allowances for accounts receivables | $ 144 | $ 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 | 11,690,439 | 11,649,001 |
Common stock, shares outstanding | 11,690,439 | 11,649,001 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Income Statement [Abstract] | |||
Net sales | $ 320,498 | $ 353,406 | $ 263,311 |
Cost of sales | 211,021 | 249,907 | 186,841 |
Gross profit | 109,477 | 103,499 | 76,470 |
Distribution expenses | 48,523 | 50,251 | 30,312 |
Selling, general and administrative expenses | 37,461 | 38,421 | 28,978 |
Restructuring charges | 1,279 | 6,359 | |
Realignment charges | 5,625 | 4,517 | |
Operating income | 16,589 | 3,951 | 17,180 |
Other income/(expense) | |||
Interest expense, net | (1,407) | (2,854) | (1,771) |
Gain on sale of creosote distribution business, net | 5,448 | ||
Other non-operating expense | (1,250) | ||
Other, net | (496) | (831) | (208) |
Total other income/(expense), net | 2,295 | (3,685) | (1,979) |
Income from continuing operations before income taxes | 18,884 | 266 | 15,201 |
Provision for income taxes | (6,746) | (1,254) | (5,715) |
Income/(loss) from continuing operations | 12,138 | (988) | 9,486 |
Discontinued operations | |||
Loss from discontinued operations, before income taxes | (203) | ||
Income tax benefit | 65 | ||
Loss from discontinued operations | (138) | ||
Net income/(loss) | $ 12,138 | $ (988) | $ 9,348 |
Basic | |||
Income/(loss) from continuing operations | $ 1.04 | $ (0.09) | $ 0.82 |
Loss from discontinued operations | (0.01) | ||
Net income/(loss) | 1.04 | (0.09) | 0.81 |
Diluted | |||
Income/(loss) from continuing operations | 1.03 | (0.09) | 0.82 |
Loss from discontinued operations | (0.01) | ||
Net income/(loss) | $ 1.03 | $ (0.09) | $ 0.81 |
Weighted average shares outstanding | |||
Basic | 11,673 | 11,615 | 11,487 |
Diluted | 11,779 | 11,615 | 11,578 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income/(loss) | $ 12,138 | $ (988) | $ 9,348 |
Other comprehensive income/(loss) | |||
Foreign currency translation gain/(loss) | (10,202) | 3,149 | 1,835 |
Pension and other post-retirement benefit liability adjustments | (110) | ||
Total other comprehensive income/(loss) | (10,312) | 3,149 | 1,835 |
Total comprehensive income | $ 1,826 | $ 2,161 | $ 11,183 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning Balance at Jul. 31, 2012 | $ 106,767 | $ 114 | $ 26,022 | $ (4,339) | $ 84,970 |
Beginning Balance (in shares) at Jul. 31, 2012 | 11,406 | ||||
Cash dividends | (1,378) | (1,378) | |||
Stock options/warrants exercised, value | 70 | 70 | |||
Stock options/warrants exercised, shares | 70 | ||||
Restricted stock issued, value | $ 1 | (1) | |||
Restricted stock issued, shares | 46 | ||||
Stock-based compensation expense | 446 | 446 | |||
Tax benefit from stock-based awards | 529 | 529 | |||
Other | (377) | (377) | |||
Net income/(loss) | 9,348 | 9,348 | |||
Gain/(loss) on foreign currency translation | 1,835 | 1,835 | |||
Ending Balance at Jul. 31, 2013 | 117,240 | $ 115 | 26,689 | (2,504) | 92,940 |
Ending Balance (in shares) at Jul. 31, 2013 | 11,522 | ||||
Cash dividends | (1,393) | (1,393) | |||
Stock options/warrants exercised, shares | 47 | ||||
Restricted stock issued, value | $ 1 | (1) | |||
Restricted stock issued, shares | 80 | ||||
Stock-based compensation expense | 2,231 | 2,231 | |||
Tax benefit from stock-based awards | 328 | 328 | |||
Other | (361) | (361) | |||
Net income/(loss) | (988) | (988) | |||
Gain/(loss) on foreign currency translation | 3,149 | 3,149 | |||
Ending Balance at Jul. 31, 2014 | 120,206 | $ 116 | 28,886 | 645 | 90,559 |
Ending Balance (in shares) at Jul. 31, 2014 | 11,649 | ||||
Cash dividends | (1,402) | (1,402) | |||
Restricted stock issued, value | 1 | $ 1 | |||
Restricted stock issued, shares | 41 | ||||
Stock-based compensation expense | 2,766 | 2,766 | |||
Tax benefit from stock-based awards | 24 | 24 | |||
Net income/(loss) | 12,138 | 12,138 | |||
Gain/(loss) on foreign currency translation | (10,202) | (10,202) | |||
Ending Balance at Jul. 31, 2015 | 123,421 | $ 117 | $ 31,676 | (9,667) | $ 101,295 |
Ending Balance (in shares) at Jul. 31, 2015 | 11,690 | ||||
Pension liability adjustment | $ (110) | $ (110) |
CONSOLIDATED STATEMENTS OF STO7
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Statement Of Stockholders Equity [Abstract] | |||
Cash dividend per share | $ 0.12 | $ 0.12 | $ 0.12 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Cash flows from operating activities | |||
Net income/(loss) | $ 12,138 | $ (988) | $ 9,348 |
Adjustments to reconcile net income/(loss) to net cash provided by operating activities | |||
Depreciation and amortization | 13,531 | 14,117 | 8,295 |
Depreciation related to restructuring and realignment | 5,640 | 4,210 | |
Non-cash Impairment charges | 2,741 | ||
Amortization of loan costs included in interest expense | 153 | 60 | 41 |
Stock-based compensation expense | 2,766 | 2,231 | 446 |
Bad debt expense | 128 | 208 | |
Allowance for excess and obsolete inventory | 941 | 634 | (355) |
Gain on sale of creosote business | (5,448) | ||
Loss on sale of animal health business | 57 | ||
(Gain) loss on disposal of property | (28) | 59 | |
Deferred income tax expense/(benefit) | (3,532) | (2,227) | 1,247 |
Tax benefit from stock-based awards | 23 | (328) | (529) |
Changes in operating assets and liabilities, net of effects of acquisition | |||
Accounts receivable — trade | 1,265 | 2,137 | 1,813 |
Accounts receivable — other | (1,884) | 746 | (2,593) |
Inventories | (740) | 7,861 | (1,018) |
Other current and non-current assets | (633) | 822 | (654) |
Accounts payable | 1,234 | 398 | 5,301 |
Accrued liabilities and other | (7,886) | 7,844 | (1,394) |
Net cash provided by operating activities | 17,568 | 40,358 | 20,272 |
Cash flows from investing activities | |||
Additions to property, plant and equipment | (13,821) | (9,497) | (5,505) |
Disposals of property, plant and equipment | 2,572 | 74 | |
Acquisition of Ultra Pure Chemicals, net of cash acquired | 149 | (62,608) | |
Acquisition of industrial lubricants business | (21,938) | ||
Proceeds from sale of creosote business | 14,899 | ||
Net cash used in investing activities | (18,288) | (9,274) | (68,113) |
Cash flows from financing activities | |||
Net borrowings/(payments) under revolving loan facility | (40,000) | (25,000) | 61,000 |
Deferred financing costs | (666) | (229) | |
Proceeds from borrowing under New Credit Facility | 59,100 | ||
Net payments under New Credit Facility | (6,100) | ||
Principal payments on borrowings on term loan | (20,000) | ||
Proceeds from exercise of stock options and warrants | 70 | ||
Tax benefit from stock-based awards | (23) | 328 | 529 |
Payment of dividends | (1,402) | (1,393) | (1,378) |
Net cash provided by/(used in) financing activities | (9,091) | (26,065) | 59,992 |
Effect of exchange rate changes on cash | (1,924) | 284 | 165 |
Net increase (decrease) in cash and cash equivalents | (11,735) | 5,303 | 12,316 |
Cash and cash equivalents at the beginning of year | 19,252 | 13,949 | 1,633 |
Cash and cash equivalents at end of year | 7,517 | 19,252 | 13,949 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 1,321 | 2,562 | 1,709 |
Cash paid for income taxes | 12,182 | 865 | 5,854 |
Supplemental disclosure of non-cash investing activities | |||
Purchase of property, plant and equipment through accounts payable | 882 | $ 1,135 | $ 649 |
Accrued liabilities under industrial lubricants business acquisition | $ 1,798 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General — KMG Chemicals, Inc. (the “Company”) is involved principally in the manufacture, formulation and distribution of specialty chemicals in carefully focused markets through its three wholly-owned subsidiaries, KMG Electronic Chemicals, Inc. (“KMG EC”), KMG-Bernuth, Inc. (“KMG Bernuth”) and KMG Val-Tex, LLC (“Val-Tex”). In its electronic chemicals business, the Company sells high purity wet process chemicals to the semiconductor industry. In the wood treating chemicals business, the Company sells industrial wood treating chemicals based on pentachlorophenol (“penta”). In its industrial valve lubricants and sealants business, the Company sells industrial lubricants and sealants, primarily to the oil and gas storage, pipeline and gas distribution markets, as well as related products, such as lubrication equipment and fittings. The Company operates its electronic chemicals business through KMG EC in North America and through KMG Italia, S.r.l. (“KMG Italia”) and KMG Electronic Chemicals Holdings S.a.r.l (“KMG Lux”) (and its subsidiaries) in Europe and Asia. That business has facilities in the United States, the United Kingdom, France, Italy and Singapore. In the wood treating business the Company manufactures penta at its plant in Matamoros, Mexico through KMG de Mexico (“KMEX”), a Mexican corporation which is a wholly-owned subsidiary of KMG Bernuth. The Company sells its wood treating chemicals in the United States, Mexico and Canada. The Company operates its industrial valve lubricants and sealants business through Val-Tex, a Texas limited liability company. That business has one facility in the United States. The Company has two reportable segments, electronic chemicals and other chemicals. The other chemicals segment includes the Company’s wood treating chemicals business and its industrial valve lubricants and sealants business. See Note 13. Principles of Consolidation — The consolidated financial statements include the accounts of KMG Chemicals, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Reclassifications — Certain reclassifications of prior year amounts have been made to conform to current year presentation. These reclassifications had no impact on net income (loss) or total stockholders’ equity as previously reported. Cash and Cash Equivalents — The Company considers all investments with original maturities of three months or less when purchased to be cash equivalents. Restricted Cash — Restricted cash includes cash balances which are legally or contractually restricted to use. The Company’s restricted cash as of July 31, 2015 and 2014 includes proceeds that were placed in escrow in connection with the sale of the animal health business. See Note 12. Fair Value of Financial Instruments — The carrying value of financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the relatively short maturity of these instruments. The fair value of the Company’s debt at July 31, 2015 and 2014 approximated its carrying value since the debt obligations bear interest at a rate consistent with market rates. Accounts Receivable — The Company’s trade accounts receivables are primarily from sales of products worldwide. The Company extends credit based on an evaluation of the customer’s financial condition, generally without requiring collateral. Exposure to losses on receivables is dependent on each customer’s financial condition. At July 31, 2015 there was one customer that represented approximately 9.1% of the Company’s accounts receivable. At July 31, 2014 there was one customer that represented approximately 15% of the Company’s accounts receivable. The Company records an allowance for doubtful accounts to reduce accounts receivable when the Company believes an account may not be collected. A provision for bad debt expense is recorded to selling, general and administrative expenses. The amount of bad debt expense recorded each period and the resulting adequacy of the allowance at the end of each period are determined using a customer-by-customer analyses of accounts receivable balances each period and the Company’s assessment of future bad debt exposure. Historically, write offs of accounts receivable balances have been insignificant. The allowance was $144,000 and $272,000 at July 31, 2015 and 2014, respectively. Inventories — Inventories are valued at the lower of cost or market. For certain products, cost is generally determined using the first-in, first-out (“FIFO”) method. For certain other products the Company utilizes a weighted-average cost. The Company records a reserve for inventory obsolescence as a reduction in its inventory when considered not salable. Property, Plant, and Equipment — Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Major renewals and betterments are capitalized. Repairs and maintenance costs are expensed as incurred. Depreciation for equipment commences once placed in service, and depreciation for buildings and leasehold improvements commences once they are ready for their intended use. Depreciable life is determined through economic analysis. Depreciation for financial statement purposes is provided on the straight-line method. The estimated useful lives of classes of assets are as follows: Asset Class Life (Years) Building 15 to 30 Plant 10 to 18 Equipment 3 to 15 Leasehold improvements Remaining Depreciation expense was approximately $17.5 million and $16.5 million (including accelerated depreciation of $5.6 million and $4.2 million) in fiscal years 2015 and 2014, respectively. See Notes 4 and 14. Intangible Assets — Identifiable intangible assets with a defined life are amortized using a straight-line or accelerated method over the useful lives of the assets. Identifiable intangible assets of an indefinite life are not amortized. These assets are required to be tested for impairment at least annually. If this review indicates that impairment has occurred, the carrying value of the intangible assets will be adjusted to fair value. Based on an assessment of qualitative factors, in accordance with GAAP, it was determined that there were no events or circumstances that would lead the Company to a determination that is more likely than not that the fair value of the applicable assets was less than its carrying value as of July 31, 2015 and 2014. The Company therefore concluded that its indefinite lived intangible assets were not impaired as of July 31, 2015 and 2014. It is the Company’s policy to expense costs as incurred in connection with the renewal or extension of its intangible assets. Goodwill — Goodwill represents the excess of the purchase price paid for acquired businesses over the allocated fair value of the related net assets after impairments, if applicable. The Company evaluates goodwill for impairment annually, and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable. The Company has goodwill of $14.5 million and $7.9 million associated with its other chemicals and electronic chemicals segments, respectively, as of July 31, 2015. As part of the goodwill impairment analysis, current accounting standards give us the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the currently prescribed two-step impairment test is unnecessary. In developing a qualitative assessment to meet the “more-likely-than-not” threshold, each reporting unit with goodwill on its balance sheet is assessed separately, and different relevant events and circumstances are evaluated for each unit. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the prescribed two-step impairment test is performed. Current accounting standards also give us the option to bypass the qualitative assessment for any reporting unit in any period, and proceed directly to performing the first step of the two-step goodwill impairment test. The Company conducts its annual impairment test as of July of each year. In 2015, 2014 and 2013, the Company’s goodwill impairment tests indicated that the fair value of each of its reporting units is greater than its carrying amount. In conjunction with the sale of the creosote business on January 16, 2015, the Company wrote off goodwill in the amount of approximately $662,000 that was previously a part of the wood treating chemicals reporting unit. Asset retirement obligation — The Company measures asset retirement obligations based upon the applicable accounting guidance, using certain assumptions including estimates for decommissioning, dismantling and disposal costs. In the event that operational or regulatory issues vary from management’s estimates, the Company could incur additional significant charges to income and increases in cash expenditures related to those costs. Certain conditional asset retirement obligations related to facilities have not been recorded in the consolidated financial statements due to uncertainties surrounding the ultimate settlement date and estimate of fair value related to a legal obligation to perform an asset retirement activity. When a reasonable estimate of the ultimate settlement can be made, an asset retirement obligation is recorded and such amounts may be material to the consolidated financial statements in the period in which they are recorded. In conjunction with its decision to exit the Bay Point facility, in fiscal year 2014 the Company recognized $3.7 million in asset retirement obligations related to the decommissioning, decontamination, and dismantling costs for which it is obligated under its manufacturing agreement. See Note 14. Impairment of Long-Lived Assets — Long-lived assets, including property, plant and equipment, and intangible assets with defined lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its disposition. The measurement of an impairment loss for long-lived assets, where management expects to hold and use the asset, are based on the asset’s estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value. The Company recognized an impairment loss in fiscal year 2014 of $2.7 million on certain long-lived assets at the Bay Point, California facility where Chemtrade toll manufactures for the Company. Revenue Recognition — The Company’s chemical products are sold in the open market and revenue is recognized when risk of loss and title to the products transfers to customers. In general, risk of loss transfers upon shipment to customers. The Company also recognizes service revenue in connection with technical support services and chemicals delivery and handling at customer facilities. Revenue is recognized as those services are provided. Cost of Sales — Cost of sales includes inbound freight charges, purchasing and receiving costs, depreciation, inspection costs and internal transfer costs. In the case of products manufactured by the Company, direct and indirect manufacturing costs and associated plant administrative expenses are included as well as laid-in cost of raw materials consumed in the manufacturing process. Distribution Expenses — These expenses include outbound freight, depreciation, storage and handling expenses and other miscellaneous costs (including depreciation and amortization) associated with product storage, handling and distribution. Selling, General and Administrative Expenses — These expenses include selling expenses, corporate headquarters’ expenses, amortization of intangible assets and environmental regulatory support expenses. Shipping and Handling Costs — Shipping and handling costs are included in cost of sales and distribution expenses. Inbound freight charges and internal transfer costs are included in cost of sales. Product storage and handling costs and the cost of distributing products to the Company’s customers are included in distribution expenses. Income Taxes — The Company follows the liability method of accounting for income taxes in accordance with current accounting standards regarding the accounting for income taxes. Under this method, deferred income taxes are recorded based upon the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect at the time the underlying assets or liabilities are recovered or settled. When the Company's earnings from foreign subsidiaries are considered to be indefinitely reinvested, no provision for United States income taxes is made for these earnings. If any of the subsidiaries have a distribution of earnings in the form of dividends or otherwise, the Company would be subject to both United States income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. The Company records a valuation allowance in the reporting period when management believes that it is more likely than not that any deferred tax asset created will not be realized. Management will continue to evaluate the appropriateness of the valuation allowance in the future based upon the operating results of the Company. The calculation of the Company’s tax liabilities involves assessing the uncertainties regarding the application of complex tax regulations. The Company recognizes liabilities for tax expenses based on its estimate of whether, and the extent to which, additional taxes will be due. If the Company determines that payment of these amounts is unnecessary, the Company reverses the liability and recognizes a tax benefit during the period in which it determines that the liability is no longer necessary. The Company records an additional charge in its provision for taxes when the determination is made. See Note 5. Earnings Per Share — Basic earnings per common share amounts are calculated using the average number of common shares outstanding during each period. Diluted earnings per share assumes the issuance of restricted stock under time-based and performance-based awards, and the exercise of stock options having exercise prices less than the average market price during the applicable period, using the treasury stock method. Time-based and performance-based awards have no liquidation or dividend rights and are thus are not considered participating securities. Foreign Currency Translation — The functional currency of the Company’s Mexico operations is the U.S. Dollar. As a result, monetary assets and liabilities for KMEX are re-measured to U.S. dollars at current rates at the balance sheet dates, income statement items are re-measured at the average monthly exchange rates for the dates those items were recognized, and certain assets (including plant and production equipment) are re-measured at historical exchange rates. Foreign currency transaction gains and losses are included in the statement of operations as incurred along with gains and losses from currency re-measurement. These gains and losses were nominal in fiscal years 2015, 2014 and 2013. The Company’s international operations in the electronic chemicals business are in Europe and Singapore, and use local currencies as the functional currency, including the GB Pound, Euro and Singapore Dollar. The translation adjustment resulting from currency translation of the local currency into the reporting currency (U.S. Dollar) is included as a separate component of stockholders’ equity. The assets and liabilities have been translated from local currencies into U.S. Dollars using exchange rates in effect at the balance sheet dates. Results of operations have been translated using the average exchange rates during the period. Foreign currency translation resulted in a translation adjustment gains/(losses) of $(10.2) million, $3.1 million and $1.8 million in fiscal years 2015, 2014 and 2013, respectively, each of which are included in accumulated other comprehensive income/(loss) in the consolidated balance sheets. Stock-Based Compensation — The Company’s stock-based compensation expense is based on the fair value of the award measured on the date of grant. For stock option awards, the grant date fair value is measured using a Black-Scholes option valuation model. For stock awards, the Company’s stock price on the date of the grant is used to measure the grant date fair value. For awards of stock which are based on a fixed monetary value the grant date fair value is based on the monetary value. Stock-based compensation costs are recognized as an expense over the requisite service period of the award using the straight-line method. Recent Accounting Standards The Company has considered all recently issued accounting standards updates and SEC rules and interpretive releases. In April 2014, the Financial Accounting Standards Board (FASB) 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 In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently assessing the potential impact of ASU No. 2014-09 on its financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Jul. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 2. ACQUISITIONS On May 1, 2015, the Company completed the acquisition of Valves Incorporated of Texas, a privately held Texas corporation, pursuant to the terms of a previously announced Agreement and Plan of Merger. That acquired company manufactures and distributes industrial sealants and lubricants, primarily to the oil and gas storage, pipeline and gas distribution markets, as well as related products, such as lubrication equipment and fittings. In addition to the lubricants business, it also owned 606,875 shares of the Company’s common stock. Fred C. Leonard III, a director of the Company, was the majority shareholder, president and chief executive officer of Valves Incorporated of Texas. The aggregate merger consideration paid to the former shareholders of Valves Incorporated of Texas was 606,875 shares of the Company’s common stock plus $23.7 million in cash. The 606,875 shares of the Company previously owned by Valves Incorporated of Texas were cancelled as of the time of the merger, and no additional net shares of the Company were issued as a result of the merger. Of the $23.7 million cash consideration, $1.0 million of the purchase price was retained as a holdback to satisfy post-closing inventory adjustments and potential indemnity claims. $500,000 of the holdback related to inventory adjustments was released in August 2015. The remaining $500,000 of the holdback for potential indemnity claims will be released eighteen months after the closing. The Company completed the acquisition by borrowing $23.5 million on the revolving loan under its revolving credit facility. At the closing of the merger, Valves Incorporated of Texas merged into Val-Tex. See Note 7 for further discussion of the Company’s revolving credit facility. The Company accounted for the acquisition under the acquisition method of accounting in accordance with GAAP. The Company expensed transaction and acquisition-related costs of approximately $0.5 million in fiscal year 2015, which is included in selling, general and administrative expenses on the Company’s consolidated statement of income. The following table summarizes preliminary acquired assets and liability and the acquisition accounting for the fair value of the assets and liability recognized in the consolidated balance sheets at the acquisition date of the industrial lubricants and sealants business (in thousands): Inventory $ 1,900 Other current assets 15 Property, plant and equipment 482 Intangible assets: Customer relationships 10,291 Trade name and trademark 2,885 Proprietary manufacturing process 2,808 Other 152 Total intangible assets 16,136 Deferred tax liability - noncurrent (6,178 ) Net assets acquired 12,355 Goodwill 11,352 Total purchase consideration $ 23,707 The Company recognized $2.1 million in net sales and net income of $0.5 million related to the acquired business, in its consolidated statements of income for the fiscal year ended July 31, 2015. The pro forma impact on consolidated results had the acquisition of Valves Incorporated of Texas occurred as of the beginning of fiscal year 2015 is immaterial. On May 31, 2013, the Company completed its acquisition of the ultra pure chemicals (“UPC”) business subsidiaries of OM Group, Inc. (“OM Group”) located in the United States, Europe and Singapore. The subsidiaries sell high purity and ultra pure, wet process chemicals to the semiconductor industry. The Company completed the acquisition by borrowing $65.0 million on the revolving loan under its revolving credit facility on May 31, 2013. See Note 7 for further discussion of the Company’s revolving credit facility. During 2014, the Company entered into a settlement agreement with OM Group to finalize working capital adjustments related to the purchase price. The final purchase price of the UPC acquisition totaled $63.2 million. The Company received a net payment of $149,000 as part of the settlement of working capital adjustments. The Company accounted for the UPC acquisition under the acquisition method of accounting in accordance with GAAP. The Company expensed transaction and acquisition-related costs of approximately $2.1 million in fiscal year 2013, which is included in selling, general and administrative expenses on the Company’s consolidated statement of income. The following table summarizes final acquired assets and assumed liabilities and the acquisition accounting for the fair value of the assets and liabilities recognized in the consolidated balance sheets at the UPC acquisition date (in thousands): Cash $ 689 Accounts receivable 14,698 Inventory 11,047 Other current assets 1,963 Property, plant and equipment 28,939 Intangible assets: Value of product qualifications 12,800 Non-compete agreement 1,900 Transition services 154 Total intangible assets 14,854 Total assets acquired $ 72,190 Current liabilities 11,401 Other long-term liabilities 6,206 Total liabilities assumed 17,607 Net assets acquired $ 54,583 The following table sets forth pro forma results for the fiscal year ended July 31, 2013 had the UPC acquisition occurred as of the beginning of fiscal year 2013. The unaudited pro forma financial information is not necessarily indicative of what our consolidated results of operations would have been had we completed the UPC acquisition as of the dates indicated. (Unaudited) (in thousands, except per share data) 2013 Revenues $ 340,427 Operating income 15,955 Net income 9,123 Earnings per share — basic $ 0.79 The Company recognized $16.0 million of net sales and net income of $979,000, and integration costs of $577,000 related to the acquired UPC business, in its consolidated statements of income for the fiscal year ended July 31, 2013. The supplemental pro forma information for the UPC acquisition includes incremental interest expense from the Company’s revised credit facility of $1.0 million for the year ended July 31, 2013, excludes $2.1 million of acquisition-related costs incurred in fiscal year 2013, and includes incremental depreciation and amortization expense of approximately $3.1 million for the year ended July 31, 2013. |
Inventories
Inventories | 12 Months Ended |
Jul. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. INVENTORIES Inventories are summarized as follows at July 31, 2015 and 2014 (in thousands): 2015 2014 Raw materials and supplies $ 8,723 $ 7,914 Work in process 780 1,508 Supplies 525 1,793 Finished products 32,535 34,343 Less reserve for inventory obsolescence (481 ) (290 ) Inventories, net $ 42,082 $ 45,268 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jul. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 4. PROPERTY, PLANT AND EQUIPMENT Property, plant, and equipment and related accumulated depreciation and amortization are summarized as follows at July 31, 2015 and 2014 (in thousands): 2015 2014 Land $ 13,257 $ 15,763 Buildings and improvements 38,036 42,664 Equipment 84,273 77,557 Leasehold improvements 193 143 135,759 136,127 Less accumulated depreciation and amortization (61,936 ) (52,972 ) 73,823 83,155 Construction-in-progress 6,766 9,295 Property, plant and equipment, net $ 80,589 $ 92,450 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. INCOME TAXES The Company is subject to United States federal, state and foreign taxes on its operations. The geographical sources of income from continuing operations before income taxes for each of the three years ended July 31 are as follows (in thousands): 2015 2014 2013 United States $ 20,442 $ 1,923 $ 12,033 Foreign (1,558 ) (1,657 ) 3,168 Income from continuing operations before income taxes $ 18,884 $ 266 $ 15,201 The components of income tax expense/(benefit) from continuing operations for the years ended July 31 consisted of the following (in thousands): 2015 2014 2013 Current: Federal $ 9,176 $ 2,582 $ 2,833 Foreign (127 ) 1,071 1,437 State 1,214 603 197 10,263 4,256 4,467 Deferred: Federal (3,660 ) (1,978 ) 1,426 Foreign 293 (897 ) (282 ) State (150 ) (127 ) 104 (3,517 ) (3,002 ) 1,248 Total $ 6,746 $ 1,254 $ 5,715 The Company allocated income tax benefit of $65,000 to discontinued operations for the fiscal year ended July 31, 2013. Deferred income taxes are provided on all temporary differences between financial and taxable income. The following table presents the components of the Company’s deferred tax assets and liabilities at July 31, 2015 and 2014 (in thousands): 2015 2014 Deferred tax assets: Current deferred tax assets: Bad debt expense $ 238 $ 326 Inventory 675 787 Accrued liabilities 227 1,545 Employee benefits 2,025 1,879 Other 972 102 Less valuation allowance (34 ) (636 ) Total current deferred tax assets $ 4,103 $ 4,003 Non-current deferred tax assets Net operating loss $ 1,629 $ 839 Deferred compensation 1,490 616 Other 295 — Less valuation allowance (1,982 ) (1,090 ) Total non-current deferred tax assets $ 1,432 $ 365 Deferred tax liabilities: Current deferred tax liabilities: Other $ — $ (128 ) Prepaid assets (341 ) (398 ) Total current deferred tax liabilities: $ (341 ) $ (526 ) Non-current deferred tax liabilities: Difference in amortization basis of intangibles $ (11,131 ) $ (7,129 ) Difference in depreciable basis of property (4,182 ) (4,575 ) Total non-current deferred tax liabilities (15,313 ) (11,704 ) Net non-current deferred tax liability $ (10,119 ) $ (7,862 ) As of July 31, 2015, the Company has $5.5 million of foreign net operating losses carry forwards, which do not expire. The Company records provisions for uncertain tax provisions in accordance with GAAP, which prescribes the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The statute of limitations remain open for fiscal year ended July 31, 2012 and forward for United States federal income taxes and fiscal year ended July 31, 2010 and forward for state tax jurisdictions. On August 28, 2014, the Company was notified by the Internal Revenue Service that the federal income tax return for the July 31, 2013 fiscal year-end had been selected for examination. The audit is ongoing at this time. The Company’s subsidiary in Italy is contesting income tax assessments for the three year period ended July 31, 2011 and a registration tax assessment for the December 2007 purchase of the electronic chemicals business in Italy. Adjustments were proposed by the taxing authorities that would result in approximately $2.8 million (including interest and penalties) of additional liability, if all the adjustments are sustained. In October 2014, the Italian tax court ruled in favor of the Company’s positions related to the income tax assessments. In April 2015, the taxing authority appealed the ruling. The Company does not expect all of this amount to result in cash payments in the event of an unfavorable resolution, as the Company would be able to utilize available net operating losses. The Company intends to vigorously defend its tax position. The ultimate outcome of this examination is subject to uncertainty, and the Company had a liability for its uncertain tax position in Italy as of July 31, 2015, 2014 and 2013 of $57,000, $326,000 and $437,000, respectively, which includes penalties and interest offset by net operating losses. These uncertain tax positions primarily relate to transfer pricing. See Note 8 to the consolidated financial statements. The Company has reviewed its Mexican operations and concluded that they do not have the same level of immediate capital needs as previously expected. Therefore, the Company no longer intends for previously unremitted foreign earnings associated with its Mexico operations to be permanently reinvested outside the United States. The Company maintains its foreign earnings from the remaining foreign subsidiaries to be permanently reinvested. The following table accounts for the differences between the actual tax provision, and the amounts obtained by applying the applicable statutory United States federal income tax rate of 35% to income from continuing operations before income taxes for each of the years ended July 31, 2015, 2014, and 2013, respectively (in thousands): 2015 2014 2013 Income taxes at the federal statutory rate $ 6,610 $ 93 $ 5,320 Effect of foreign operations 182 329 (65 ) Change in valuation allowance 648 1,725 — Adjustments to foreign operations 1,148 (916 ) — Effects of foreign currency fluctuations (953 ) — — State income taxes, net of federal income tax effect 639 269 232 Production deduction and tax credits (1,182 ) — — Acquisition related cost 125 — 714 Other (471 ) (246 ) (486 ) Total $ 6,746 $ 1,254 $ 5,715 Uncertain Tax Positions The Company accounts for uncertain tax positions in accordance with FASB ASC 740, which prescribes the minimum recognition threshold a tax position taken or expected to be taken in a tax return is required to meet before being recognized in the financial statements. The following table summarizes the activity related to our gross unrecognized tax benefits (in thousands): Balance at July 31, 2014 $ 461 Increases related to prior years positions 619 Decreases related to prior years positions (362 ) Balance at July 31, 2015 $ 718 The Company does not anticipate any significant changes to the unrecognized tax benefits within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions within the provision for income taxes in the consolidated statements of income. During the year ended July 31, 2014, the Company had accrued $221,000 of interest and penalties related to its unrecognized tax benefits. The amount of interest and penalties recognized in our tax provision for the year ended July 31, 2015 was a decrease of accrued interest and penalties of $163,000. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jul. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. INTANGIBLE ASSETS Intangible assets are summarized as follows (in thousands): Number of Years Weighted July 31, 2015 Average Amortization Period Original Cost Accumulated Amortization Foreign Currency Translation Carrying Amount Intangible assets subject to amortization (range of useful life): Electronic chemicals-related contracts (5-8 years) 6.6 $ 2,204 $ (839 ) $ (87 ) $ 1,278 Electronic chemicals-related trademarks and patents (10-15 years) 12.0 117 (77 ) — 40 Electronic chemicals-value of product qualifications (5-15 years) 14.1 14,100 (3,649 ) 70 10,521 Other chemicals-customer relationships (15 years) 15.0 10,291 (172 ) — 10,119 Other chemicals-other related contracts (5 years) 5.0 152 (8 ) — 144 Total intangible assets subject to amortization 13.8 $ 26,864 $ (4,745 ) $ (17 ) $ 22,102 Intangible assets not subject to amortization: Other chemicals-penta product registrations 8,765 Other chemicals-related trade name and trademark 2,885 Other chemicals-proprietary manufacturing process 2,808 Total intangible assets not subject to amortization 14,458 Total intangible assets, net $ 36,560 Number of Years Weighted July 31, 2014 Average Amortization Period Original Cost Accumulated Amortization Foreign Currency Translation Carrying 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 (10-15 years) 12.0 117 (67 ) — 50 Electronic chemicals-value of product qualifications (5-15 years) 14.1 14,100 (2,426 ) 801 12,475 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 Assets acquired in the acquisition of the industrial valve lubricants and sealants business in May 2015 included $10.3 million of customer relationships and $0.2 million of non-compete agreements, which are being amortized over fifteen and five years, respectively. Additionally, in connection with the acquisition, the Company recorded $11.4 million of goodwill (non-deductible for tax). Assets acquired in the acquisition of the UPC subsidiaries in May 2013 included $12.8 million of product qualifications and $1.9 million of non-compete agreements, which are being amortized over 15 and seven years, respectively. Intangible assets subject to amortization are amortized over their estimated useful lives which are between five and 15 years. Total amortization expense related to intangible assets was approximately $1.7 million, $1.8 million and $573,000 for the fiscal years ended July 31, 2015, 2014 and 2013, respectively. The estimated amortization expense is projected to be approximately $2.1 million, $2.1 million, $2.0 million and $2.0 million and $1.8 million for fiscal years 2016 through 2020, respectively. The following table presents carrying value of goodwill by operating segment as of July 31, 2015, 2014 and 2013 (in thousands): Other Chemicals Electronic Chemicals Total Balance as of July 31, 2013 3,779 7,150 10,929 Working capital adjustment from the UPC acquisition — 535 535 Finalization of purchase price allocation — 880 880 Foreign currency translation adjustment — 251 251 Balance as of July 31, 2014 3,779 8,816 12,595 Industrial lubricants business acquisition 11,352 — 11,352 Foreign currency translation adjustment — (877 ) (877 ) Sale of creosote business (662 ) — (662 ) Balance as of July 31, 2015 $ 14,469 $ 7,939 $ 22,408 |
Long-Term Obligations
Long-Term Obligations | 12 Months Ended |
Jul. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Obligations | 7. LONG-TERM OBLIGATIONS Working Capital On October 9, 2014, the Company refinanced and amended its existing loan facility and entered into a new credit facility as reported on Form 8-K filed on October 10, 2014 (the “Second Restated Credit Facility”). At July 31, 2015 the Company had $53 million outstanding under the Second Restated Credit Facility of $150.0 million. The maximum borrowing capacity under that revolving loan facility was $94.2 million, after giving effect to a reduction of $2.8 million for unused letters of credit. The actual amount available under the revolving facility at July 31, 2015 was limited, however, to approximately $76.8 million, because of a loan covenant restriction respecting funded debt to pro-forma earnings before interest, taxes and depreciation. Long Term Obligations The Company’s long-term debt and current maturities as of July 31, 2015 and 2014 consisted of the following (in thousands): July 31, 2015 July 31, 2014 Senior secured debt: Note purchase agreement, maturing on December 31, 2015, interest rate of 7.43% $ — $ 20,000 Revolving loan facility, maturing on April 30, 2018, variable interest rates based on LIBOR plus 2.0% at July 31, 2014 — 40,000 Revolving loan facility, maturing on October 9, 2019, variable interest rates based on LIBOR plus 1.0% at July 31, 2015 53,000 — Total debt 53,000 60,000 Current maturities of long-term debt — — Long-term debt, net of current maturities $ 53,000 $ 60,000 The Company entered into an amended and restated credit agreement and a note purchase agreement in December 2007, which were subsequently amended. Advances under the revolving loan, as amended, bore interest at 2.155% as of July 31, 2014. The amount outstanding on the revolving loan facility was $40.0 million at 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. On October 9, 2014, the Company refinanced its then existing revolving loan facility and entered into the Second Restated Credit Facility. The Second Restated 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. The initial advance under the Second Restated 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. As a result, the note purchase agreement was classified as a long-term obligation as of July 31, 2014. The Second Restated 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 Second Restated Credit Facility at July 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 July 31, 2015, the Company could draw approximately an additional $76.8 million on its revolving loan. The maturity date for the Second Restated Credit Facility is October 9, 2019. The revolving loan under the Second Restated Credit Facility bears interest at varying rate of LIBOR plus a margin based on funded debt to EBITDA, as described in the table. Ratio of Funded Debt to EBITDA Margin Equal to or greater than 3.0 to 1.0 1.875 % Equal to or greater than 2.75 to 1.0, but less than 3.0 to 1.0 1.625 % Equal to or greater than 2.50 to 1.0, but less than 2.75 to 1.0 1.500 % 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 1.250 % 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 1.000 % Advances under the revolving loan bore interest at 1.189% as of July 31, 2015. The Company also incurs an unused commitment fee on the unused amount of commitments under the Second Restated Credit Facility from 0.30% to 0.15%, based on the ratio of funded debt to EBITDA. Loans under the Second Restated Credit Facility are secured by the Company’s assets, including stock in subsidiaries, inventory, accounts receivable, equipment, intangible assets, and real property. The Second Restated Credit Facility has restrictive covenants, including requirements that the Company must maintain a fixed charge coverage ratio of 1.5 to 1.0, 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. As of July 31, 2015, the Company was in compliance with all covenants of the Second Restated Credit Facility. After considering the Second Restated Credit Facility, principal payments due under long-term debt agreements as of July 31, 2015 for the fiscal years ended July 31 are as follows (in thousands): Total 2016 2017 2018 2019 2020 Thereafter Long-term debt $ 53,000 $ — $ — $ — $ — $ 53,000 $ — |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Jul. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | 8. COMMITMENTS AND CONTINGENCIES Contractual Obligations — The Company has non-cancelable operating leases for its office and warehouse facilities and certain transportation equipment and purchase obligations. Our obligations to make future payments under certain contractual obligations as of July 31, 2015 are summarized in the following table (in thousands): Total 2016 2017 2018 2019 2020 Thereafter Operating leases $ 10,811 $ 2,772 $ 1,722 $ 849 $ 693 $ 537 $ 4,238 Purchase obligations (1) 78,296 45,790 28,419 4,087 — — — Total $ 89,107 $ 48,562 $ 30,141 $ 4,936 $ 693 $ 537 $ 4,238 (1) Consists primarily of raw materials purchase contracts. These are typically not fixed price arrangements. The prices are based on the prevailing market prices. Rent expense relating to the operating leases was approximately $3.4 million, $3.8 million and $2.7 million in fiscal years 2015, 2014 and 2013, respectively. Environmental — The Company’s operations are subject to extensive federal, state and local laws, regulations and ordinances in the United States and abroad relating to the generation, storage, handling, emission, transportation and discharge of certain materials, substances and waste into the environment, and various other health and safety matters. Governmental authorities have the power to enforce compliance with their regulations, and violators may be subject to fines, injunctions or both. The Company must devote substantial financial resources to ensure compliance, and it believes that it is in substantial compliance with all of the applicable laws and regulations. Certain licenses, permits and product registrations are required for the Company’s products and operations in the United States, Mexico and other countries in which it does business. The licenses, permits and product registrations are subject to revocation, modification and renewal by governmental authorities. In the United States in particular, producers and distributors of chemicals such as penta and creosote are subject to registration and notification requirements under federal law (including under the Federal Insecticide Fungicide and Rodenticide Act (“FIFRA”), and comparable state law) in order to sell those products in the United States. Compliance with these requirements has had, and in the future will continue to have, a material effect on our business, financial condition and results of operations. The Company incurred expenses in connection with FIFRA research and testing programs of approximately $ 977,000, $667,000, and $522,000, in fiscal years 2015, 2014 and 2013, respectively. These costs are included in selling, general, and administrative expenses. 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 July 31, 2015 (at an exchange rate of 1.103 $/€). The Company had a liability for an uncertain tax position for items in the amount of $57,000, $326,000 and $437,000 as of July 31, 2015, 2014 and 2013, 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 July 31, 2015, is €802,000 (or approximately $885,000, at an exchange rate of 1.103 $/€). The Provincial Tax Court issued a ruling in October 2014 agreeing with the Company’s position in the income tax assessment case. In April 2015, the taxing authority appealed that ruling. The hearing date has not been set. 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 near Beaumont, Texas on the National Priorities List. In December 2002, the Company received a letter from the EPA addressed to Idacon, Inc. (f/k/a Sonford Chemical Company) notifying Idacon of potential liability under CERCLA in connection with this site. The letter requested reimbursement from Idacon for costs incurred by the EPA in responding to releases at the sites, equal to approximately $500,000 as of July 31, 2002. Idacon sold substantially all of its assets to one of our subsidiaries in 1988. The Company responded to a request for information from the EPA on the corporate history and relationship between the Company and its subsidiaries and Sonford Chemical Company in April 2003. On December 22, 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. We understand that these studies were completed by mid-2012. EPA prepared a Record of Decision, selecting a remedy of excavation and disposal or 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 engaged in discussions 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. The Company established a liability of $1.3 million in the third quarter of fiscal year 2015 in connection with this matter. 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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jul. 31, 2015 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | 9. EMPLOYEE BENEFIT PLANS The Company has a defined contribution 401(k) plan in which all regular U.S. employees are eligible to participate. The Company makes matching contributions under this plan of up to 4% of a participant’s compensation up to the annual regulated maximum amounts. The first 3% of the employee contribution is matched at 100%. The next 2% of the employee contribution is matched at 50%. Company contributions to the plan totaled approximately $573,000, $608,000 and $457,000 in fiscal years 2015, 2014, and 2013, respectively. The locations in the United Kingdom and Singapore, acquired as part of the UPC acquisition from OM Group, make contributions to retirement plans that function as defined contribution retirement plans. The Company’s contributions to those plans were approximately $1.3 million and $1.5 million in fiscal years 2015 and 2014, respectively. The Company’s contributions to those plans were not significant in fiscal year 2013. The Company’s other long-term liabilities included approximately $1.2 million and $1.1 million as of July 31, 2015 and 2014, respectively, related to benefit obligations in connection with the France location included in the acquisition of the UPC business. This payable is an unfunded benefit obligation of the Company. The Company has an employee benefit arrangement for one of its former U.S. employees. As of July 31, 2015 and 2014, the associated liability was approximately $490,000 and $553,000, respectively. The amount payable is a general obligation of the Company. Benefit payments under this arrangement, which the Company began paying in April 2013, will be paid for 10 years. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jul. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10. 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. The following table presents information necessary to calculate basic and diluted earnings per share for periods indicated: Year Ended 2015 2014 2013 (Amounts in thousands, except per share data) Income/(loss) from continuing operations $ 12,138 $ (988 ) $ 9,486 Income/(loss) from discontinued operations — — (138 ) Net income (loss) $ 12,138 $ (988 ) $ 9,348 Weighted average shares outstanding — basic 11,673 11,615 11,487 Dilutive effect of options/warrants and stock awards 106 — 91 Weighted average shares outstanding — diluted 11,779 11,615 11,578 Basic earnings/(loss) per share Basic earnings/(loss) per share from continuing operations $ 1.04 $ (0.09 ) $ 0.82 Basic earnings per share on income/(loss) from discontinued operations — — (0.01 ) Basic earnings/(loss) per share $ 1.04 $ (0.09 ) $ 0.81 Diluted earnings per share Diluted earnings/(loss) per share from continuing operations $ 1.03 $ (0.09 ) $ 0.82 Diluted earnings per share on income/(loss) from discontinued operations — — (0.01 ) Diluted earnings/(loss) per share $ 1.03 $ (0.09 ) $ 0.81 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 was an average of 136 shares, 21,033 shares and 6,222 shares for the fiscal years ended 2015, 2014 and 2013, respectively, not included in the computation of diluted earnings per share. Potentially dilutive shares are not included in the computation of diluted weighted average shares outstanding for the fiscal year ended July 31, 2014 due to a loss from continuing operations for the year. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. STOCK-BASED COMPENSATION Stock-Based Incentive Plans The Company adopted a 2009 Long-Term Incentive Plan (“LTI Plan”) in October 2009, and it was approved by the shareholders at the annual meeting in December 2009. The Company adopted a 2004 Long-Term Incentive Plan (“2004 LTI Plan”) in October 2004, and it was approved by the shareholders at the annual meeting in November 2005, which expired and terminated on October 14, 2014. The Company adopted the 1996 Stock Option Plan (the “1996 Stock Plan”) in October, 1996, which expired and terminated on July 31, 2007. There are no options outstanding under the 1996 Stock Plan or the 2004 LTI Plan as of July 31, 2015. The LTI Plan permits the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards. They are administered by the Board of Directors or a committee appointed by the Board of Directors. The Board has designated the Compensation and Development Committee as the administrator of the LTI Plan. Subject to the terms of the LTI Plan, the committee has the sole discretion to select the persons eligible to receive awards, the type and amount of incentives to be awarded, and the terms and conditions of awards. The committee also has the authority to interpret the LTI Plan, and establish and amend regulations necessary or appropriate for their administration. Any employee of the Company or a subsidiary of the Company or a director of the Company whose judgment, initiative, and efforts contributed or may be expected to contribute to the successful performance of the Company is eligible to participate. The maximum number of shares of the Company’s common stock that may be delivered pursuant to awards granted is 750,000 shares under the LTI Plan. Under the LTI Plan, no executive officer may receive in any calendar year stock options or stock appreciation rights, or awards that are subject to the attainment of performance goals relating to more than 200,000 shares of common stock. At July 31, 2015 there were approximately 124,575 shares available for future grants under the LTI Plan. Accounting for Stock-Based Compensation The Company recognized stock-based compensation costs of approximately $2.8 million, $2.2 million and $446,000, respectively, for the fiscal years ended July 31, 2015, 2014 and 2013, and the related tax benefits of $887,000, $825,000 and $168,000, respectively, for the fiscal years ended July 31, 2015, 2014 and 2013. Stock-based compensation costs are recorded as selling, general and administrative expenses in the consolidated statements of income. The Company accounts for stock-based compensation costs at fair value measured on the date of grant of the award using a Black-Scholes option valuation model for stock option awards. Grant date fair value for stock awards is measured using the Company’s closing stock price on the date of grant of the stock awards where the award is based on a specific number of shares. Stock-based compensation costs are recognized as an expense over the requisite service period, generally the vesting period of the award, using the straight-line method. As of July 31, 2015, there was approximately $4.2 million of unrecognized compensation costs that are related to outstanding stock awards expected to be recognized over a weighted-average period of 1.8 years. In connection with the election of Christopher T. Fraser as the Company’s President and Chief Executive Officer on September 24, 2013, the Company granted Mr. Fraser (i) 50,000 shares of common stock and (ii) time-based restricted stock awards for 30,000 shares of common stock (vesting over five years). The Company also agreed to grant performance-based restricted stock awards for an aggregate of 70,000 shares of common stock in five equal installments beginning in fiscal year 2014. The Company recorded an expense of approximately $1.1 million in the first quarter of fiscal year 2014 for the grant date fair value of the 50,000 shares of common stock. A summary of activity for stock option and stock-awards is presented below. Stock Options There were no stock options granted in fiscal years 2015, 2014 and 2013 and no stock options outstanding at July 31, 2015 and 2014. There were no options exercised in fiscal year 2015. The total intrinsic value of options exercised in fiscal years 2014 and 2013 was approximately $952,000 and $1.6 million, respectively. The total fair value of shares vested was $0, and $39,000 for the fiscal years ended July 31, 2014 and 2013, respectively. Performance Shares The Company grants performance-based Series 1 and Series 2 awards for shares to certain executives and employees. Stock-based compensation for the awards is recognized on a straight-line basis over the requisite service period beginning on the date of grant through the end of the measurement period based on the number of shares expected to vest under the awards at the end of the measurement period. The expected percent of vesting is determined using certain performance measures described below and is re-evaluated at the end of each reporting period through the end of the measurement period. At August 1, 2014 there were non-vested performance share awards outstanding for 185,915 shares, which reflected the target number of shares under the awards. During fiscal year 2015 there were Series 1 awards granted for 124,672 shares and awards for 12,147 shares were forfeited. These shares represented the target award subject to certain performance measures. No Series 1 awards for shares vested during fiscal year 2015. Total performance share awards for 53,650 shares granted in fiscal year 2013 did not vest at July 31, 2015, the end of the measurement period for such awards. At July 31, 2015, there were non-vested performance share awards outstanding for 244,790 shares reflecting the target number of shares issuable under outstanding awards for fiscal years 2014 and 2015. The fair value of the key personnel fiscal year 2015 award granted on March 26, 2015 was measured using the Company’s closing stock price on the grant date of $25.85. The fair value of the executive fiscal year 2015 award granted on December 9, 2014 was measured using the Company’s closing stock price on the grant date of $17.81. Stock-based compensation on the awards is recognized on a straight-line basis over the requisite service period beginning on the date of grant through the end of the measurement period ending on July 31, 2017, based on the number of shares expected to vest under the award at the end of the measurement period. A summary of the performance-based stock awards granted to certain employees and executives as Series 1 awards in fiscal years 2015, 2014 and 2013 is detailed below. Date of Grant Series Award Target Award (Shares) Grant Date Fair Value Measurement Period Ending Actual or Expected Percentage Vesting (1) Shares Projected to Vest or Vested Fiscal Year 2015 Award 03/26/2015 Series 1 21,173 $ 25.85 07/31/2017 12/09/2014 Series 1 103,499 $ 17.81 07/31/2017 Forfeitures (2) (562 ) Total 124,110 135 % 168,042 Fiscal Year 2014 Award 02/25/2014 Series 1 127,315 $ 14.88 07/31/2016 Forfeitures (2) (6,635 ) Total 120,680 100 % 120,680 Fiscal Year 2013 Award 12/4/2012 Series 1 141,059 $ 18.75 07/31/2015 Forfeitures (2) (87,409 ) Total 53,650 0 % — (1) The percentage vesting for performance share awards is currently estimated at 135%, 100% and 0% of the target awards for the fiscal year 2015, 2014 and 2013 awards, respectively. (2) Forfeitures include Series 1 awards that were granted in fiscal years 2015, 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 July 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 under the awards may increase to a maximum of 167% and 150%, 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 a 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 July 31, 2015, the Series 3 awards to Mr. Fraser have fully vested. The weighted-average grant-date fair value of performance share awards forfeited during the fiscal year 2015 was $15.74. The weighted-average grant-date fair value of performance share awards outstanding at August 1, 2014 and July 31, 2015 was $14.88 and $17.36, respectively. The total fair value of performance share awards vested during fiscal years 2015, 2014 and 2013 was approximately $233,000, $45,000, and $118,000, respectively. Time-Based Shares A summary of activity for time-based stock awards for the fiscal year ended July 31, 2015 is presented below: Shares Weighted-Average Grant-Date Fair Value Non-vested on August 1, 2014 50,100 $ 19.19 Granted (1) 68,774 20.00 Vested (2) (36,186 ) 19.65 Forfeited — — Non-vested on July 31, 2015 82,688 19.66 (1) Includes 19,386 share awards granted to non-employee directors during fiscal year 2015. The director awards were granted for a three month service period. The director awards were granted at the end of each quarter and vested once the service period was complete. Includes 8,000 share awards granted to certain employees vesting over one or two years from the date of grant. Includes 41,388 share awards granted to certain employees and executives during fiscal year 2015 which are expected to vest on July 31, 2017. The Company recognizes compensation expense related to the awards over the respective service period. (2) Includes 19,386 share awards granted to non-employee directors indicated above and 16,800 share awards granted to employees. The total fair value of share awards vested during the fiscal years ended 2015, 2014 and 2013 was approximately $944,000, $1,822,000, and $542,000, respectively. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Jul. 31, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 12. DISCONTINUED OPERATIONS Discontinued operations reflected a loss before income taxes of $203,000 for fiscal year 2013. On March 1, 2012, the Company sold the business that had comprised the animal health segment to Bayer Healthcare LLC. For the fiscal year ended July 31, 2013, $82,000 was reported as a loss from discontinued operations before income taxes. In fiscal year 2013 the loss included $57,000 for a post-closing inventory adjustment that was recognized as loss on sale of the business in the first fiscal quarter. In the sale of the animal health business, $1.0 million of the price is restricted cash held in escrow. The escrowed amount is to be held pending the final acceptance by the EPA of certain studies being performed at the request of the EPA on tetrachlorvinphos, the active ingredient used in Rabon products. The escrowed funds are to be released to the Company once the EPA has finally accepted the studies, the buyer has voluntarily canceled the products, or after five years. The escrowed funds are to be released to the buyer if the EPA cancels the products to which the studies pertain before the funds are distributed to the Company. Animal health net sales and income before income tax reported in discontinued operations were as follows for the fiscal year ended July 31. There were no such amounts for fiscal year 2015 or 2014: 2013 (Amounts in thousands) Revenue $ 57 Income (loss) before income taxes (25 ) |
Segment Information
Segment Information | 12 Months Ended |
Jul. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 13. SEGMENT INFORMATION The Company has two reportable segments—electronic chemicals and other chemicals. In conjunction with the acquisition of the industrial valve lubricants and sealants business, the Company’s management, including the chief executive officer, who is the chief operating decision maker, determined that the Company’s operations should be reported as the electronic chemicals and other chemicals business segments. Previously the Company had two reportable segments – electronic chemicals and wood treating chemicals. The electronic chemicals segment includes the ultra pure chemicals business acquired from OM Group on May 31, 2013 and represents the substantial majority of the Company’s on-going operations. During the second quarter ended January 31, 2015, the Company sold the creosote business which, along with the Company’s penta business, comprised the previous wood treating chemicals segment. The remaining piece of the wood treating chemicals segment was combined with the recently acquired industrial lubricants business and are presented as the other chemicals segment. Therefore, as of May 1, 2015 our other chemicals segment includes the Company’s penta business and the recently acquired industrial valve lubricants and sealants business. 2015 2014 2013 (Amounts in thousands) Sales Electronic chemicals $ 265,608 $ 253,754 $ 165,755 Other chemicals 54,820 99,514 97,185 Total sales for reportable segments $ 320,428 $ 353,268 $ 262,940 Depreciation and amortization (1) Electronic chemicals $ 12,257 $ 13,240 $ 7,416 Other chemicals 626 400 418 Other — general corporate 648 477 461 Total consolidated depreciation and amortization $ 13,531 $ 14,117 $ 8,295 Segment income from operations (2) Electronic chemicals $ 21,787 $ 14,089 $ 13,992 Other chemicals 8,735 8,390 10,522 Total segment income from operations $ 30,522 $ 22,479 $ 24,514 (1) Segment depreciation excludes depreciation for restructuring and realignment. (2) Segment income from operations includes allocated corporate overhead expenses, but excludes restructuring and realignment charges. For fiscal years 2015, 2014 and 2013 sales to one customer represented approximately 23%, 15% and 20%, respectively, of the Company’s net sales. In fiscal years 2014 and 2013, sales to another customer represented approximately 13% and 16% of the Company’s net sales. No other customers accounted for 10% or more of the Company’s net sales. Corporate overhead expenses allocated to segment income for the fiscal years ended July 31, 2015, 2014 and 2013 were as follows: 2015 2014 2013 (Amounts in thousands) Electronic chemicals $ 10,780 $ 8,751 $ 5,218 Other chemicals 4,071 4,458 4,461 Total corporate overhead expense allocation $ 14,851 $ 13,209 $ 9,679 A reconciliation of total segment to consolidated amounts as of July 31, 2015 and 2014, and for fiscal years 2015, 2014 and 2013 is set forth in the table below. 2015 2014 2013 (Amounts in thousands) Assets: Total assets for reportable segments $ 228,233 $ 233,580 $ 244,015 Total assets for discontinued operations (1) — — 467 Other current assets 8,440 7,690 9,120 Other assets 5,686 9,588 8,413 Total assets $ 242,359 $ 250,858 $ 262,015 Sales: Total sales for reportable segments $ 320,428 $ 353,268 $ 262,940 Other (2) 70 138 371 Net sales $ 320,498 $ 353,406 $ 263,311 Segment income from operations: Total segment income from operations (3) $ 30,522 $ 22,479 $ 24,514 Other corporate expense (3) (7,029 ) (7,652 ) (7,334 ) Restructuring and realignment charges (6,904 ) (10,876 ) - Operating income 16,589 3,951 17,180 Interest expense, net (1,407 ) (2,854 ) (1,771 ) Other income/(expense), net 3,702 (831 ) (208 ) Income from continuing operations before income taxes $ 18,884 $ 266 $ 15,201 Geographic Data: 2015 2014 2013 (Amounts in thousands) Net sales: United States $ 183,384 $ 212,903 $ 200,184 International 137,114 140,503 63,127 Net sales $ 320,498 $ 353,406 $ 263,311 Property, plant and equipment, net: United States $ 45,257 $ 49,776 International 35,332 42,674 Property, plant and equipment, net $ 80,589 $ 92,450 (1) Reflects deferred tax assets as of July 31, 2013. (2) Primarily reflects income in connection with the sale of the animal health business. See Note 12. (3) Other corporate expense primarily represents employee stock-based compensation expenses and those expenses associated with the Company’s operation as a public entity such as board compensation, audit expense, fees related to the listing of our stock and expenses incurred to pursue acquisition opportunities. |
Restructuring and Realignment E
Restructuring and Realignment Events | 12 Months Ended |
Jul. 31, 2015 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Realignment Events | 14. RESTRUCTURING AND REALIGNMENT EVENTS In October 2013, the Company announced that as part of global restructuring of its electronic chemicals operations, the Fremont, California manufacturing site acquired in the acquisition from OM Group will be closed, and production shifted primarily to the Company’s Hollister, California and Pueblo, Colorado facilities. The Company ceased production at the Fremont facility and completed site decommissioning prior to the end of fiscal year 2014. In November 2013, the Company also announced that it will close a facility in Milan, Italy, and shift production to facilities in France and the United Kingdom. Restructuring charges, exclusive of accelerated depreciation, have been $4.3 million in the aggregate in fiscal years 2015 and 2014, and accelerated depreciation with respect to the closed facilities was approximately $3.3 million over those two fiscal years. At July 31, 2015, the accrued liability associated with restructuring and other related charges consisted of the following: Employee Decommissioning and Environmental Other Total Accrued liability at July 31, 2013 $ — $ — $ — $ — Charges 2,631 1,260 34 3,925 Payments (698 ) (438 ) 0 (1,136 ) Adjustment (45 ) (12 ) (7 ) (64 ) Accrued liability at July 31, 2014 $ 1,888 $ 810 $ 27 $ 2,725 Charges — 90 11 101 Payments (882 ) (654 ) (12 ) (1,548 ) Adjustment (290 ) (77 ) (9 ) (376 ) Accrued liability at July 31, 2015 $ 716 $ 169 $ 17 $ 902 Total accelerated depreciation for the fiscal years ended July 31, 2015 and 2014 was $900,000 and $2.4 million, respectively. In October 2014, the Company announced a realignment of its hydrofluoric acid business and subsequently exited the facility operated for the Company by Chemtrade Logistics (“Chemtrade”) in Bay Point, California. 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. Operations ceased in the third quarter of fiscal year 2015. The Company incurred total charges of $4.8 million for accelerated depreciation during fiscal year 2015. Additionally, the Company incurred certain employee costs of $0.8 million. All assets have been fully depreciated as of July 31, 2015. The changes to the asset retirement obligation associated with realignment are as follows: Asset retirement obligation at July 31, 2014 $ 3,870 Charges 671 Payments (3,721 ) Adjustment (9 ) Asset retirement obligation at July 31, 2015 $ 811 In fiscal year 2014, the Company established an asset retirement obligation of $3.7 million for decontamination, decommissioning and dismantling at Bay Point, and recorded $1.0 million depreciation expense against that obligation, and the Company recognized $0.8 million of additional accelerated depreciation. In addition, the Company recognized an impairment charge of $2.7 million in fiscal year 2014 with respect to certain manufacturing equipment at Bay Point that is unrelated to hydrofluoric acid production. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Jul. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly results for the fiscal years ended July 31, 2015 and 2014 exclude the effect of discontinued operations, except for net income amounts. See note 12 for further detail on discontinued operations. First Quarter Second Quarter Third Quarter Fourth Quarter (Amounts in thousands, except per share data) Year Ended July 31, 2015 Net sales $ 90,779 $ 79,762 $ 73,964 $ 75,993 Gross profit 27,591 28,555 26,815 26,516 Operating income 2,819 3,167 4,761 5,842 Income before income taxes 1,988 8,534 2,827 5,535 Net income 1,185 5,490 2,135 3,328 Earnings per share: Net income per share - basic $ 0.10 $ 0.47 $ 0.18 $ 0.29 - diluted 0.10 0.47 0.18 0.28 Year Ended July 31, 2014 Net sales $ 93,560 $ 84,253 $ 84,437 $ 91,156 Gross profit 25,567 25,190 24,765 27,977 Operating income/(loss) 3,055 (1,603 ) 2,914 (415 ) Income/(loss) before income taxes 2,077 (2,384 ) 1,883 (1,310 ) Net income /(loss) 1,352 (2,744 ) 1,226 (822 ) Earnings/(loss) per share: Income/(loss) per share - basic $ 0.12 $ (0.24 ) $ 0.11 $ (0.07 ) - diluted 0.12 (0.24 ) 0.11 (0.07 ) Earnings per share amounts are computed independently for each quarter presented. Therefore, the sum of the quarterly earnings per share may not equal annual earnings per share. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Jul. 31, 2015 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | KMG Chemicals, Inc. Schedule II — Valuation and Qualifying Accounts Fiscal years ended July 31, 2015, 2014 and 2013 (in thousands) Description Balance at beginning of period Charged to costs and expenses Additions/ Deductions Balance at end of period Year ended July 31, 2015: Allowance for doubtful accounts $ 272 $ — $ (128 ) $ 144 Inventory obsolescence 290 941 (750 ) 481 Valuation allowance on deferred tax assets 1,725 291 — 2,016 Year ended July 31, 2014: Allowance for doubtful accounts $ 224 $ 108 $ (60 ) $ 272 Inventory obsolescence 180 221 (111 ) 290 Valuation allowance on deferred tax assets — 1,725 — 1,725 Year ended July 31, 2013: Allowance for doubtful accounts $ 16 $ 208 $ — $ 224 Inventory obsolescence 493 107 (420 ) 180 Valuation allowance on deferred tax assets — — — — |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
General | General — KMG Chemicals, Inc. (the “Company”) is involved principally in the manufacture, formulation and distribution of specialty chemicals in carefully focused markets through its three wholly-owned subsidiaries, KMG Electronic Chemicals, Inc. (“KMG EC”), KMG-Bernuth, Inc. (“KMG Bernuth”) and KMG Val-Tex, LLC (“Val-Tex”). In its electronic chemicals business, the Company sells high purity wet process chemicals to the semiconductor industry. In the wood treating chemicals business, the Company sells industrial wood treating chemicals based on pentachlorophenol (“penta”). In its industrial valve lubricants and sealants business, the Company sells industrial lubricants and sealants, primarily to the oil and gas storage, pipeline and gas distribution markets, as well as related products, such as lubrication equipment and fittings. The Company operates its electronic chemicals business through KMG EC in North America and through KMG Italia, S.r.l. (“KMG Italia”) and KMG Electronic Chemicals Holdings S.a.r.l (“KMG Lux”) (and its subsidiaries) in Europe and Asia. That business has facilities in the United States, the United Kingdom, France, Italy and Singapore. In the wood treating business the Company manufactures penta at its plant in Matamoros, Mexico through KMG de Mexico (“KMEX”), a Mexican corporation which is a wholly-owned subsidiary of KMG Bernuth. The Company sells its wood treating chemicals in the United States, Mexico and Canada. The Company operates its industrial valve lubricants and sealants business through Val-Tex, a Texas limited liability company. That business has one facility in the United States. The Company has two reportable segments, electronic chemicals and other chemicals. The other chemicals segment includes the Company’s wood treating chemicals business and its industrial valve lubricants and sealants business. See Note 13. |
Principles of Consolidation | Principles of Consolidation — The consolidated financial statements include the accounts of KMG Chemicals, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Reclassifications | Reclassifications — Certain reclassifications of prior year amounts have been made to conform to current year presentation. These reclassifications had no impact on net income (loss) or total stockholders’ equity as previously reported. |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers all investments with original maturities of three months or less when purchased to be cash equivalents. |
Restricted Cash | Restricted Cash — Restricted cash includes cash balances which are legally or contractually restricted to use. The Company’s restricted cash as of July 31, 201 5 and 2014 includes proceeds that were placed in escrow in connection with the sale of the animal health business. See Note 12. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — The carrying value of financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the relatively short maturity of these instruments. The fair value of the Company’s debt at July 31, 2015 and 2014 approximated its carrying value since the debt obligations bear interest at a rate consistent with market rates. |
Accounts Receivable | Accounts Receivable — The Company’s trade accounts receivables are primarily from sales of products worldwide. The Company extends credit based on an evaluation of the customer’s financial condition, generally without requiring collateral. Exposure to losses on receivables is dependent on each customer’s financial condition. At July 31, 2015 there was one customer that represented approximately 9.1% of the Company’s accounts receivable. At July 31, 2014 there was one customer that represented approximately 15% of the Company’s accounts receivable. The Company records an allowance for doubtful accounts to reduce accounts receivable when the Company believes an account may not be collected. A provision for bad debt expense is recorded to selling, general and administrative expenses. The amount of bad debt expense recorded each period and the resulting adequacy of the allowance at the end of each period are determined using a customer-by-customer analyses of accounts receivable balances each period and the Company’s assessment of future bad debt exposure. Historically, write offs of accounts receivable balances have been insignificant. The allowance was $144,000 and $272,000 at July 31, 2015 and 2014, respectively. |
Inventories | Inventories — Inventories are valued at the lower of cost or market. For certain products, cost is generally determined using the first-in, first-out (“FIFO”) method. For certain other products the Company utilizes a weighted-average cost. The Company records a reserve for inventory obsolescence as a reduction in its inventory when considered not salable. |
Property, Plant, and Equipment | Property, Plant, and Equipment — Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Major renewals and betterments are capitalized. Repairs and maintenance costs are expensed as incurred. Depreciation for equipment commences once placed in service, and depreciation for buildings and leasehold improvements commences once they are ready for their intended use. Depreciable life is determined through economic analysis. Depreciation for financial statement purposes is provided on the straight-line method. The estimated useful lives of classes of assets are as follows: Asset Class Life (Years) Building 15 to 30 Plant 10 to 18 Equipment 3 to 15 Leasehold improvements Remaining Depreciation expense was approximately $17.5 million and $16.5 million (including accelerated depreciation of $5.6 million and $4.2 million) in fiscal years 2015 and 2014, respectively. See Notes 4 and 14. |
Intangible Assets | Intangible Assets — Identifiable intangible assets with a defined life are amortized using a straight-line or accelerated method over the useful lives of the assets. Identifiable intangible assets of an indefinite life are not amortized. These assets are required to be tested for impairment at least annually. If this review indicates that impairment has occurred, the carrying value of the intangible assets will be adjusted to fair value. Based on an assessment of qualitative factors, in accordance with GAAP, it was determined that there were no events or circumstances that would lead the Company to a determination that is more likely than not that the fair value of the applicable assets was less than its carrying value as of July 31, 201 5 and 2014. The Company therefore concluded that its indefinite lived intangible assets were not impaired as of July 31, 2015 and 2014. It is the Company’s policy to expense costs as incurred in connection with the renewal or extension of its intangible assets. |
Goodwill | Goodwill — Goodwill represents the excess of the purchase price paid for acquired businesses over the allocated fair value of the related net assets after impairments, if applicable. The Company evaluates goodwill for impairment annually, and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable. The Company has goodwill of $14.5 million and $7.9 million associated with its other chemicals and electronic chemicals segments, respectively, as of July 31, 2015. As part of the goodwill impairment analysis, current accounting standards give us the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the currently prescribed two-step impairment test is unnecessary. In developing a qualitative assessment to meet the “more-likely-than-not” threshold, each reporting unit with goodwill on its balance sheet is assessed separately, and different relevant events and circumstances are evaluated for each unit. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the prescribed two-step impairment test is performed. Current accounting standards also give us the option to bypass the qualitative assessment for any reporting unit in any period, and proceed directly to performing the first step of the two-step goodwill impairment test. The Company conducts its annual impairment test as of July of each year. In 2015, 2014 and 2013, the Company’s goodwill impairment tests indicated that the fair value of each of its reporting units is greater than its carrying amount. In conjunction with the sale of the creosote business on January 16, 2015, the Company wrote off goodwill in the amount of approximately $662,000 that was previously a part of the wood treating chemicals reporting unit. |
Asset retirement obligation | Asset retirement obligation — The Company measures asset retirement obligations based upon the applicable accounting guidance, using certain assumptions including estimates for decommissioning, dismantling and disposal costs. In the event that operational or regulatory issues vary f rom management’s estimates, the Company could incur additional significant charges to income and increases in cash expenditures related to those costs. Certain conditional asset retirement obligations related to facilities have not been recorded in the consolidated financial statements due to uncertainties surrounding the ultimate settlement date and estimate of fair value related to a legal obligation to perform an asset retirement activity. When a reasonable estimate of the ultimate settlement can be made, an asset retirement obligation is recorded and such amounts may be material to the consolidated financial statements in the period in which they are recorded. In conjunction with its decision to exit the Bay Point facility, in fiscal year 2014 the Company recognized $3.7 million in asset retirement obligations related to the decommissioning, decontamination, and dismantling costs for which it is obligated under its manufacturing agreement. See Note 14. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — Long-lived assets, including property, plant and equipment, and intangible assets with defined lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its disposition. The measurement of an impairment loss for long-lived assets, where management expects to hold and use the asset, are based on the asset’s estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value. The Company recognized an impairment loss in fiscal year 2014 of $2.7 million on certain long-lived assets at the Bay Point, California facility where Chemtrade toll manufactures for the Company. |
Revenue Recognition | Revenue Recognition — The Company’s chemical products are sold in the open market and revenue is recognized when risk of loss and title to the products transfers to customers. In general, risk of loss transfers upon shipment to customers. The Company also recognizes service revenue in connection with technical support services and chemicals delivery and handling at customer facilities. Revenue is recognized as those services are provided. |
Cost of Sales | Cost of Sales — Cost of sales includes inbound freight charges, purchasing and receiving costs, depreciation, inspection costs and internal transfer costs. In the case of products manufactured by the Company, direct and indirect manufacturing costs and associated plant administrative expenses are included as well as laid-in cost of raw materials consumed in the manufacturing process. |
Distribution Expenses | Distribution Expenses — These expenses include outbound freight, depreciation, storage and handling expenses and other miscellaneous costs (including depreciation and amortization) associated with product storage, handling and distribution. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses — These expenses include selling expenses, corporate headquarters’ expenses, amortization of intangible assets and environmental regulatory support expenses. |
Shipping and Handling Costs | Shipping and Handling Costs — Shipping and handling costs are included in cost of sales and distribution expenses. Inbound freight charges and internal transfer costs are included in cost of sales. Product storage and handling costs and the cost of distributing products to the Company’s customers are included in distribution expenses. |
Income Taxes | Income Taxes — The Company follows the liability method of accounting for income taxes in accordance with current accounting standards regarding the accounting for income taxes. Under this method, deferred income taxes are recorded based upon the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect at the time the underlying assets or liabilities are recovered or settled. When the Company's earnings from foreign subsidiaries are considered to be indefinitely reinvested, no provision for United States income taxes is made for these earnings. If any of the subsidiaries have a distribution of earnings in the form of dividends or otherwise, the Company would be subject to both United States income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. The Company records a valuation allowance in the reporting period when management believes that it is more likely than not that any deferred tax asset created will not be realized. Management will continue to evaluate the appropriateness of the valuation allowance in the future based upon the operating results of the Company. The calculation of the Company’s tax liabilities involves assessing the uncertainties regarding the application of complex tax regulations. The Company recognizes liabilities for tax expenses based on its estimate of whether, and the extent to which, additional taxes will be due. If the Company determines that payment of these amounts is unnecessary, the Company reverses the liability and recognizes a tax benefit during the period in which it determines that the liability is no longer necessary. The Company records an additional charge in its provision for taxes when the determination is made. See Note 5. |
Earnings Per Share | Earnings Per Share — Basic earnings per common share amounts are calculated using the average number of common shares outstanding during each period. Diluted earnings per share assumes the issuance of restricted stock under time-based and performance-based awards, and the exercise of stock options having exercise prices less than the average market price during the applicable period, using the treasury stock method. Time-based and performance-based awards have no liquidation or dividend rights and are thus are not considered participating securities. |
Foreign Currency Translation | Foreign Currency Translation — The functional currency of the Company’s Mexico operations is the U.S. Dollar. As a result, monetary assets and liabilities for KMEX are re-measured to U.S. dollars at current rates at the balance sheet dates, income statement items are re-measured at the average monthly exchange rates for the dates those items were recognized, and certain assets (including plant and production equipment) are re-measured at historical exchange rates. Foreign currency transaction gains and losses are included in the statement of operations as incurred along with gains and losses from currency re-measurement. These gains and losses were nominal in fiscal years 201 5, 2014 and 2013. The Company’s international operations in the electronic chemicals business are in Europe and Singapore, and use local currencies as the functional currency, including the GB Pound, Euro and Singapore Dollar. The translation adjustment resulting from currency translation of the local currency into the reporting currency (U.S. Dollar) is included as a separate component of stockholders’ equity. The assets and liabilities have been translated from local currencies into U.S. Dollars using exchange rates in effect at the balance sheet dates. Results of operations have been translated using the average exchange rates during the period. Foreign currency translation resulted in a translation adjustment gains/(losses) of $(10.2) million, $3.1 million and $1.8 million in fiscal years 2015, 2014 and 2013, respectively, each of which are included in accumulated other comprehensive income/(loss) in the consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation — The Company’s stock-based compensation expense is based on the fair value of the award measured on the date of grant. For stock option awards, the grant date fair value is measured using a Black-Scholes option valuation model. For stock awards, the Company’s stock price on the date of the grant is used to measure the grant date fair value. For awards of stock which are based on a fixed monetary value the grant date fair value is based on the monetary value. Stock-based compensation costs are recognized as an expense over the requisite service period of the award using the straight-line method. |
Recent Accounting Standards | Recent Accounting Standards The Company has considered all recently issued accounting standards updates and SEC rules and interpretive releases. In April 2014, the Financial Accounting Standards Board (FASB) 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 In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently assessing the potential impact of ASU No. 2014-09 on its financial statements. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Classes of Assets | The estimated useful lives of classes of assets are as follows: Asset Class Life (Years) Building 15 to 30 Plant 10 to 18 Equipment 3 to 15 Leasehold improvements Remaining |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Unaudited Pro Forma Financial Information | The following table sets forth pro forma results for the fiscal year ended July 31, 2013 had the UPC acquisition occurred as of the beginning of fiscal year 2013. The unaudited pro forma financial information is not necessarily indicative of what our consolidated results of operations would have been had we completed the UPC acquisition as of the dates indicated. (Unaudited) (in thousands, except per share data) 2013 Revenues $ 340,427 Operating income 15,955 Net income 9,123 Earnings per share — basic $ 0.79 |
Valves Incorporated of Texas | |
Summary of Acquired Assets and Assumed Liabilities and Preliminary Acquisition Accounting for Fair Value of Assets Recognized | The following table summarizes preliminary acquired assets and liability and the acquisition accounting for the fair value of the assets and liability recognized in the consolidated balance sheets at the acquisition date of the industrial lubricants and sealants business (in thousands): Inventory $ 1,900 Other current assets 15 Property, plant and equipment 482 Intangible assets: Customer relationships 10,291 Trade name and trademark 2,885 Proprietary manufacturing process 2,808 Other 152 Total intangible assets 16,136 Deferred tax liability - noncurrent (6,178 ) Net assets acquired 12,355 Goodwill 11,352 Total purchase consideration $ 23,707 |
Ultra Pure Chemicals | |
Summary of Acquired Assets and Assumed Liabilities and Preliminary Acquisition Accounting for Fair Value of Assets Recognized | The following table summarizes final acquired assets and assumed liabilities and the acquisition accounting for the fair value of the assets and liabilities recognized in the consolidated balance sheets at the UPC acquisition date (in thousands): Cash $ 689 Accounts receivable 14,698 Inventory 11,047 Other current assets 1,963 Property, plant and equipment 28,939 Intangible assets: Value of product qualifications 12,800 Non-compete agreement 1,900 Transition services 154 Total intangible assets 14,854 Total assets acquired $ 72,190 Current liabilities 11,401 Other long-term liabilities 6,206 Total liabilities assumed 17,607 Net assets acquired $ 54,583 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories are summarized as follows at July 31, 2015 and 2014 (in thousands): 2015 2014 Raw materials and supplies $ 8,723 $ 7,914 Work in process 780 1,508 Supplies 525 1,793 Finished products 32,535 34,343 Less reserve for inventory obsolescence (481 ) (290 ) Inventories, net $ 42,082 $ 45,268 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment and Related Accumulated Depreciation and Amortization | 2015 2014 Land $ 13,257 $ 15,763 Buildings and improvements 38,036 42,664 Equipment 84,273 77,557 Leasehold improvements 193 143 135,759 136,127 Less accumulated depreciation and amortization (61,936 ) (52,972 ) 73,823 83,155 Construction-in-progress 6,766 9,295 Property, plant and equipment, net $ 80,589 $ 92,450 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Geographical Sources of Income from Continuing Operations Before Income Taxes | The Company is subject to United States federal, state and foreign taxes on its operations. The geographical sources of income from continuing operations before income taxes for each of the three years ended July 31 are as follows (in thousands): 2015 2014 2013 United States $ 20,442 $ 1,923 $ 12,033 Foreign (1,558 ) (1,657 ) 3,168 Income from continuing operations before income taxes $ 18,884 $ 266 $ 15,201 |
Components of Income Tax Expense (Benefit) from Continuing Operations | The components of income tax expense/(benefit) from continuing operations for the years ended July 31 consisted of the following (in thousands): 2015 2014 2013 Current: Federal $ 9,176 $ 2,582 $ 2,833 Foreign (127 ) 1,071 1,437 State 1,214 603 197 10,263 4,256 4,467 Deferred: Federal (3,660 ) (1,978 ) 1,426 Foreign 293 (897 ) (282 ) State (150 ) (127 ) 104 (3,517 ) (3,002 ) 1,248 Total $ 6,746 $ 1,254 $ 5,715 |
Deferred Tax Assets and Liabilities | Deferred income taxes are provided on all temporary differences between financial and taxable income. The following table presents the components of the Company’s deferred tax assets and liabilities at July 31, 2015 and 2014 (in thousands): 2015 2014 Deferred tax assets: Current deferred tax assets: Bad debt expense $ 238 $ 326 Inventory 675 787 Accrued liabilities 227 1,545 Employee benefits 2,025 1,879 Other 972 102 Less valuation allowance (34 ) (636 ) Total current deferred tax assets $ 4,103 $ 4,003 Non-current deferred tax assets Net operating loss $ 1,629 $ 839 Deferred compensation 1,490 616 Other 295 — Less valuation allowance (1,982 ) (1,090 ) Total non-current deferred tax assets $ 1,432 $ 365 Deferred tax liabilities: Current deferred tax liabilities: Other $ — $ (128 ) Prepaid assets (341 ) (398 ) Total current deferred tax liabilities: $ (341 ) $ (526 ) Non-current deferred tax liabilities: Difference in amortization basis of intangibles $ (11,131 ) $ (7,129 ) Difference in depreciable basis of property (4,182 ) (4,575 ) Total non-current deferred tax liabilities (15,313 ) (11,704 ) Net non-current deferred tax liability $ (10,119 ) $ (7,862 ) |
Difference Between Actual Tax Provision | The following table accounts for the differences between the actual tax provision, and the amounts obtained by applying the applicable statutory United States federal income tax rate of 35% to income from continuing operations before income taxes for each of the years ended July 31, 2015, 2014, and 2013, respectively (in thousands): 2015 2014 2013 Income taxes at the federal statutory rate $ 6,610 $ 93 $ 5,320 Effect of foreign operations 182 329 (65 ) Change in valuation allowance 648 1,725 — Adjustments to foreign operations 1,148 (916 ) — Effects of foreign currency fluctuations (953 ) — — State income taxes, net of federal income tax effect 639 269 232 Production deduction and tax credits (1,182 ) — — Acquisition related cost 125 — 714 Other (471 ) (246 ) (486 ) Total $ 6,746 $ 1,254 $ 5,715 |
Schedule Of Gross Unrecognized Tax Benefits | The following table summarizes the activity related to our gross unrecognized tax benefits (in thousands): Balance at July 31, 2014 $ 461 Increases related to prior years positions 619 Decreases related to prior years positions (362 ) Balance at July 31, 2015 $ 718 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets are summarized as follows (in thousands): Number of Years Weighted July 31, 2015 Average Amortization Period Original Cost Accumulated Amortization Foreign Currency Translation Carrying Amount Intangible assets subject to amortization (range of useful life): Electronic chemicals-related contracts (5-8 years) 6.6 $ 2,204 $ (839 ) $ (87 ) $ 1,278 Electronic chemicals-related trademarks and patents (10-15 years) 12.0 117 (77 ) — 40 Electronic chemicals-value of product qualifications (5-15 years) 14.1 14,100 (3,649 ) 70 10,521 Other chemicals-customer relationships (15 years) 15.0 10,291 (172 ) — 10,119 Other chemicals-other related contracts (5 years) 5.0 152 (8 ) — 144 Total intangible assets subject to amortization 13.8 $ 26,864 $ (4,745 ) $ (17 ) $ 22,102 Intangible assets not subject to amortization: Other chemicals-penta product registrations 8,765 Other chemicals-related trade name and trademark 2,885 Other chemicals-proprietary manufacturing process 2,808 Total intangible assets not subject to amortization 14,458 Total intangible assets, net $ 36,560 Number of Years Weighted July 31, 2014 Average Amortization Period Original Cost Accumulated Amortization Foreign Currency Translation Carrying 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 (10-15 years) 12.0 117 (67 ) — 50 Electronic chemicals-value of product qualifications (5-15 years) 14.1 14,100 (2,426 ) 801 12,475 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 |
Schedule of Goodwill | The following table presents carrying value of goodwill by operating segment as of July 31, 2015, 2014 and 2013 (in thousands): Other Chemicals Electronic Chemicals Total Balance as of July 31, 2013 3,779 7,150 10,929 Working capital adjustment from the UPC acquisition — 535 535 Finalization of purchase price allocation — 880 880 Foreign currency translation adjustment — 251 251 Balance as of July 31, 2014 3,779 8,816 12,595 Industrial lubricants business acquisition 11,352 — 11,352 Foreign currency translation adjustment — (877 ) (877 ) Sale of creosote business (662 ) — (662 ) Balance as of July 31, 2015 $ 14,469 $ 7,939 $ 22,408 |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Current Maturities | The Company’s long-term debt and current maturities as of July 31, 2015 and 2014 consisted of the following (in thousands): July 31, 2015 July 31, 2014 Senior secured debt: Note purchase agreement, maturing on December 31, 2015, interest rate of 7.43% $ — $ 20,000 Revolving loan facility, maturing on April 30, 2018, variable interest rates based on LIBOR plus 2.0% at July 31, 2014 — 40,000 Revolving loan facility, maturing on October 9, 2019, variable interest rates based on LIBOR plus 1.0% at July 31, 2015 53,000 — Total debt 53,000 60,000 Current maturities of long-term debt — — Long-term debt, net of current maturities $ 53,000 $ 60,000 |
Ratio of Funded Debt to EBITDA | The revolving loan under the Second Restated Credit Facility bears interest at varying rate of LIBOR plus a margin based on funded debt to EBITDA, as described in the table. Ratio of Funded Debt to EBITDA Margin Equal to or greater than 3.0 to 1.0 1.875 % Equal to or greater than 2.75 to 1.0, but less than 3.0 to 1.0 1.625 % Equal to or greater than 2.50 to 1.0, but less than 2.75 to 1.0 1.500 % 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 1.250 % 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 1.000 % |
Principal Payments Due Under Long-term Debt Agreements | After considering the Second Restated Credit Facility, principal payments due under long-term debt agreements as of July 31, 2015 for the fiscal years ended July 31 are as follows (in thousands): Total 2016 2017 2018 2019 2020 Thereafter Long-term debt $ 53,000 $ — $ — $ — $ — $ 53,000 $ — |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Payments Under Certain Contractual Obligations | Our obligations to make future payments under certain contractual obligations as of July 31, 2015 are summarized in the following table (in thousands): Total 2016 2017 2018 2019 2020 Thereafter Operating leases $ 10,811 $ 2,772 $ 1,722 $ 849 $ 693 $ 537 $ 4,238 Purchase obligations (1) 78,296 45,790 28,419 4,087 — — — Total $ 89,107 $ 48,562 $ 30,141 $ 4,936 $ 693 $ 537 $ 4,238 (1) Consists primarily of raw materials purchase contracts. These are typically not fixed price arrangements. The prices are based on the prevailing market prices. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | The following table presents information necessary to calculate basic and diluted earnings per share for periods indicated: Year Ended 2015 2014 2013 (Amounts in thousands, except per share data) Income/(loss) from continuing operations $ 12,138 $ (988 ) $ 9,486 Income/(loss) from discontinued operations — — (138 ) Net income (loss) $ 12,138 $ (988 ) $ 9,348 Weighted average shares outstanding — basic 11,673 11,615 11,487 Dilutive effect of options/warrants and stock awards 106 — 91 Weighted average shares outstanding — diluted 11,779 11,615 11,578 Basic earnings/(loss) per share Basic earnings/(loss) per share from continuing operations $ 1.04 $ (0.09 ) $ 0.82 Basic earnings per share on income/(loss) from discontinued operations — — (0.01 ) Basic earnings/(loss) per share $ 1.04 $ (0.09 ) $ 0.81 Diluted earnings per share Diluted earnings/(loss) per share from continuing operations $ 1.03 $ (0.09 ) $ 0.82 Diluted earnings per share on income/(loss) from discontinued operations — — (0.01 ) Diluted earnings/(loss) per share $ 1.03 $ (0.09 ) $ 0.81 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Performance Based Stock Awards Granted | A summary of the performance-based stock awards granted to certain employees and executives as Series 1 awards in fiscal years 2015, 2014 and 2013 is detailed below. Date of Grant Series Award Target Award (Shares) Grant Date Fair Value Measurement Period Ending Actual or Expected Percentage Vesting (1) Shares Projected to Vest or Vested Fiscal Year 2015 Award 03/26/2015 Series 1 21,173 $ 25.85 07/31/2017 12/09/2014 Series 1 103,499 $ 17.81 07/31/2017 Forfeitures (2) (562 ) Total 124,110 135 % 168,042 Fiscal Year 2014 Award 02/25/2014 Series 1 127,315 $ 14.88 07/31/2016 Forfeitures (2) (6,635 ) Total 120,680 100 % 120,680 Fiscal Year 2013 Award 12/4/2012 Series 1 141,059 $ 18.75 07/31/2015 Forfeitures (2) (87,409 ) Total 53,650 0 % — (1) The percentage vesting for performance share awards is currently estimated at 135%, 100% and 0% of the target awards for the fiscal year 2015, 2014 and 2013 awards, respectively. (2) Forfeitures include Series 1 awards that were granted in fiscal years 2015, 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 fiscal year ended July 31, 2015 is presented below: Shares Weighted-Average Grant-Date Fair Value Non-vested on August 1, 2014 50,100 $ 19.19 Granted (1) 68,774 20.00 Vested (2) (36,186 ) 19.65 Forfeited — — Non-vested on July 31, 2015 82,688 19.66 (1) Includes 19,386 share awards granted to non-employee directors during fiscal year 2015. The director awards were granted for a three month service period. The director awards were granted at the end of each quarter and vested once the service period was complete. Includes 8,000 share awards granted to certain employees vesting over one or two years from the date of grant. Includes 41,388 share awards granted to certain employees and executives during fiscal year 2015 which are expected to vest on July 31, 2017. The Company recognizes compensation expense related to the awards over the respective service period. (2) Includes 19,386 share awards granted to non-employee directors indicated above and 16,800 share awards granted to employees. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Sales and Income Before Income Tax Reported in Discontinued Operations | Animal health net sales and income before income tax reported in discontinued operations were as follows for the fiscal year ended July 31. There were no such amounts for fiscal year 2015 or 2014: 2013 (Amounts in thousands) Revenue $ 57 Income (loss) before income taxes (25 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | The Company has two reportable segments—electronic chemicals and other chemicals. In conjunction with the acquisition of the industrial valve lubricants and sealants business, the Company’s management, including the chief executive officer, who is the chief operating decision maker, determined that the Company’s operations should be reported as the electronic chemicals and other chemicals business segments. Previously the Company had two reportable segments – electronic chemicals and wood treating chemicals. The electronic chemicals segment includes the ultra pure chemicals business acquired from OM Group on May 31, 2013 and represents the substantial majority of the Company’s on-going operations. During the second quarter ended January 31, 2015, the Company sold the creosote business which, along with the Company’s penta business, comprised the previous wood treating chemicals segment. The remaining piece of the wood treating chemicals segment was combined with the recently acquired industrial lubricants business and are presented as the other chemicals segment. Therefore, as of May 1, 2015 our other chemicals segment includes the Company’s penta business and the recently acquired industrial valve lubricants and sealants business. 2015 2014 2013 (Amounts in thousands) Sales Electronic chemicals $ 265,608 $ 253,754 $ 165,755 Other chemicals 54,820 99,514 97,185 Total sales for reportable segments $ 320,428 $ 353,268 $ 262,940 Depreciation and amortization (1) Electronic chemicals $ 12,257 $ 13,240 $ 7,416 Other chemicals 626 400 418 Other — general corporate 648 477 461 Total consolidated depreciation and amortization $ 13,531 $ 14,117 $ 8,295 Segment income from operations (2) Electronic chemicals $ 21,787 $ 14,089 $ 13,992 Other chemicals 8,735 8,390 10,522 Total segment income from operations $ 30,522 $ 22,479 $ 24,514 |
Overhead Expenses Allocated to Segment Income | Corporate overhead expenses allocated to segment income for the fiscal years ended July 31, 2015, 2014 and 2013 were as follows: 2015 2014 2013 (Amounts in thousands) Electronic chemicals $ 10,780 $ 8,751 $ 5,218 Other chemicals 4,071 4,458 4,461 Total corporate overhead expense allocation $ 14,851 $ 13,209 $ 9,679 |
Reconciliation of Total Segment to Consolidated Amounts | A reconciliation of total segment to consolidated amounts as of July 31, 2015 and 2014, and for fiscal years 2015, 2014 and 2013 is set forth in the table below. 2015 2014 2013 (Amounts in thousands) Assets: Total assets for reportable segments $ 228,233 $ 233,580 $ 244,015 Total assets for discontinued operations (1) — — 467 Other current assets 8,440 7,690 9,120 Other assets 5,686 9,588 8,413 Total assets $ 242,359 $ 250,858 $ 262,015 Sales: Total sales for reportable segments $ 320,428 $ 353,268 $ 262,940 Other (2) 70 138 371 Net sales $ 320,498 $ 353,406 $ 263,311 Segment income from operations: Total segment income from operations (3) $ 30,522 $ 22,479 $ 24,514 Other corporate expense (3) (7,029 ) (7,652 ) (7,334 ) Restructuring and realignment charges (6,904 ) (10,876 ) - Operating income 16,589 3,951 17,180 Interest expense, net (1,407 ) (2,854 ) (1,771 ) Other income/(expense), net 3,702 (831 ) (208 ) Income from continuing operations before income taxes $ 18,884 $ 266 $ 15,201 |
Geographic Data | Geographic Data: 2015 2014 2013 (Amounts in thousands) Net sales: United States $ 183,384 $ 212,903 $ 200,184 International 137,114 140,503 63,127 Net sales $ 320,498 $ 353,406 $ 263,311 Property, plant and equipment, net: United States $ 45,257 $ 49,776 International 35,332 42,674 Property, plant and equipment, net $ 80,589 $ 92,450 (1) Reflects deferred tax assets as of July 31, 2013. (2) Primarily reflects income in connection with the sale of the animal health business. See Note 12. (3) Other corporate expense primarily represents employee stock-based compensation expenses and those expenses associated with the Company’s operation as a public entity such as board compensation, audit expense, fees related to the listing of our stock and expenses incurred to pursue acquisition opportunities. |
Restructuring and Realignment38
Restructuring and Realignment Events (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Restructuring And Related Activities [Abstract] | |
Accrued Liability Associated with Restructuring and Other Related Charges | At July 31, 2015, the accrued liability associated with restructuring and other related charges consisted of the following: Employee Decommissioning and Environmental Other Total Accrued liability at July 31, 2013 $ — $ — $ — $ — Charges 2,631 1,260 34 3,925 Payments (698 ) (438 ) 0 (1,136 ) Adjustment (45 ) (12 ) (7 ) (64 ) Accrued liability at July 31, 2014 $ 1,888 $ 810 $ 27 $ 2,725 Charges — 90 11 101 Payments (882 ) (654 ) (12 ) (1,548 ) Adjustment (290 ) (77 ) (9 ) (376 ) Accrued liability at July 31, 2015 $ 716 $ 169 $ 17 $ 902 |
Schedule of Changes in Asset Retirement Obligation Associated with Realignment | The changes to the asset retirement obligation associated with realignment are as follows: Asset retirement obligation at July 31, 2014 $ 3,870 Charges 671 Payments (3,721 ) Adjustment (9 ) Asset retirement obligation at July 31, 2015 $ 811 |
Selected Quarterly Financial 39
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | First Quarter Second Quarter Third Quarter Fourth Quarter (Amounts in thousands, except per share data) Year Ended July 31, 2015 Net sales $ 90,779 $ 79,762 $ 73,964 $ 75,993 Gross profit 27,591 28,555 26,815 26,516 Operating income 2,819 3,167 4,761 5,842 Income before income taxes 1,988 8,534 2,827 5,535 Net income 1,185 5,490 2,135 3,328 Earnings per share: Net income per share - basic $ 0.10 $ 0.47 $ 0.18 $ 0.29 - diluted 0.10 0.47 0.18 0.28 Year Ended July 31, 2014 Net sales $ 93,560 $ 84,253 $ 84,437 $ 91,156 Gross profit 25,567 25,190 24,765 27,977 Operating income/(loss) 3,055 (1,603 ) 2,914 (415 ) Income/(loss) before income taxes 2,077 (2,384 ) 1,883 (1,310 ) Net income /(loss) 1,352 (2,744 ) 1,226 (822 ) Earnings/(loss) per share: Income/(loss) per share - basic $ 0.12 $ (0.24 ) $ 0.11 $ (0.07 ) - diluted 0.12 (0.24 ) 0.11 (0.07 ) |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Additional Information (Detail) | Jan. 16, 2016USD ($) | Jul. 31, 2015USD ($)ProductSegmentCustomer | Jul. 31, 2014USD ($)Customer | Jul. 31, 2013USD ($) |
Schedule Of Significant Accounting Policies [Line Items] | ||||
Number of industrial wood treating chemicals products | Product | 1 | |||
Number of reportable segments | Segment | 2 | |||
Number of customers representing more than 10% of accounts receivable | Customer | 1 | 1 | ||
Allowances for accounts receivables | $ 144,000 | $ 272,000 | ||
Depreciation expense | 17,500,000 | 16,500,000 | ||
Depreciation related to restructuring and realignment | 5,640,000 | 4,210,000 | ||
Goodwill | 22,408,000 | 12,595,000 | $ 10,929,000 | |
Goodwill wrote off on sale of business | 662,000 | |||
Asset retirement obligations recognized | 3,700,000 | |||
Non-cash Impairment charges | 2,741,000 | |||
Foreign currency translation resulting in gains (loss) | (10,200,000) | 3,100,000 | 1,800,000 | |
Other Chemicals | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Goodwill | 14,469,000 | 3,779,000 | 3,779,000 | |
Goodwill wrote off on sale of business | 662,000 | |||
Electronic Chemicals | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Goodwill | $ 7,939,000 | $ 8,816,000 | $ 7,150,000 | |
Scenario Forecast | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Goodwill wrote off on sale of business | $ 662,000 | |||
Accounts Receivable | First Customer | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Percentage of accounts receivable for significant customer | 9.10% | 15.00% |
Estimated Useful Lives of Class
Estimated Useful Lives of Classes of Assets (Detail) | 12 Months Ended |
Jul. 31, 2015 | |
Building | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful lives of assets | 15 years |
Building | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful lives of assets | 30 years |
Plant | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful lives of assets | 10 years |
Plant | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful lives of assets | 18 years |
Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful lives of assets | 3 years |
Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful lives of assets | 15 years |
Leasehold improvements | |
Property Plant And Equipment [Line Items] | |
Useful life of leasehold | Remaining life of the lease |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | May. 02, 2015 | May. 31, 2013 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 |
Business Acquisition [Line Items] | |||||||||||||
Common stock, shares outstanding | 11,690,439 | 11,649,001 | 11,690,439 | 11,649,001 | |||||||||
Net sales | $ 75,993,000 | $ 73,964,000 | $ 79,762,000 | $ 90,779,000 | $ 91,156,000 | $ 84,437,000 | $ 84,253,000 | $ 93,560,000 | $ 320,498,000 | $ 353,406,000 | $ 263,311,000 | ||
Net income/(loss) | $ 3,328,000 | $ 2,135,000 | $ 5,490,000 | $ 1,185,000 | $ (822,000) | $ 1,226,000 | $ (2,744,000) | $ 1,352,000 | 12,138,000 | $ (988,000) | 9,348,000 | ||
Business acquisition, cash paid | 21,938,000 | ||||||||||||
Valves Incorporated of Texas | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Common stock, shares outstanding | 606,875 | ||||||||||||
Total purchase consideration | $ 23,707,000 | ||||||||||||
Issuance of common stock shares for acquisitions of businesses | 606,875 | ||||||||||||
Previously owned shares cancelled | 606,875 | ||||||||||||
Additional shares issued net | 0 | ||||||||||||
Acquisition-related costs incurred | 500,000 | ||||||||||||
Purchase price retained as holdback for potential inventory adjustments and indemnity claims | $ 1,000,000 | ||||||||||||
Release of holdback for inventory adjustment | 500,000 | ||||||||||||
Holdback for potential indemnity claims | $ 500,000 | ||||||||||||
Potential indemnity holdback release period | 18 months | ||||||||||||
Inventory adjustment holdback released | 2015-08 | ||||||||||||
Net sales | 2,100,000 | ||||||||||||
Net income/(loss) | $ 500,000 | ||||||||||||
Ultra Pure Chemicals | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition-related costs incurred | 2,100,000 | ||||||||||||
Net sales | 16,000,000 | ||||||||||||
Net income/(loss) | 979,000 | ||||||||||||
Business acquisition, cash paid | $ 63,200,000 | ||||||||||||
Business acquisition, working capital adjustment | 149,000 | ||||||||||||
Depreciation and amortization | 3,100,000 | ||||||||||||
Ultra Pure Chemicals | Secured Debt | Revised Credit Facility | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest expense related to the revised credit facility | 1,000,000 | ||||||||||||
Performance Products And Solutions | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Integration costs related to acquisition | $ 577,000 | ||||||||||||
Revolving Loan Facility | Valves Incorporated of Texas | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Long-term debt | $ 23,500,000 | ||||||||||||
Revolving Loan Facility | Ultra Pure Chemicals | Secured Debt | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Long-term debt | $ 65,000,000 |
Summary of Acquired Assets and
Summary of Acquired Assets and Assumed Liabilities and Preliminary Acquisition Accounting for Fair Value of Assets Recognized (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | May. 02, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | May. 31, 2013 |
Intangible assets: | |||||
Goodwill | $ 22,408 | $ 12,595 | $ 10,929 | ||
Valves Incorporated of Texas | |||||
Business Acquisition [Line Items] | |||||
Inventory | $ 1,900 | ||||
Other current assets | 15 | ||||
Property, plant and equipment | 482 | ||||
Intangible assets: | |||||
Total intangible assets | 16,136 | ||||
Deferred tax liability - noncurrent | (6,178) | ||||
Net assets acquired | 12,355 | ||||
Goodwill | 11,352 | ||||
Total purchase consideration | 23,707 | ||||
Valves Incorporated of Texas | Customer Relationships | |||||
Intangible assets: | |||||
Total intangible assets | 10,291 | ||||
Valves Incorporated of Texas | Trade name And trademark | |||||
Intangible assets: | |||||
Total intangible assets | 2,885 | ||||
Valves Incorporated of Texas | Proprietary Manufacturing Process | |||||
Intangible assets: | |||||
Total intangible assets | 2,808 | ||||
Valves Incorporated of Texas | Other | |||||
Intangible assets: | |||||
Total intangible assets | $ 152 | ||||
Ultra Pure Chemicals | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 689 | ||||
Accounts receivable | 14,698 | ||||
Inventory | 11,047 | ||||
Other current assets | 1,963 | ||||
Property, plant and equipment | 28,939 | ||||
Intangible assets: | |||||
Total intangible assets | 14,854 | ||||
Total assets acquired | 72,190 | ||||
Current liabilities | 11,401 | ||||
Other long-term liabilities | 6,206 | ||||
Total liabilities assumed | 17,607 | ||||
Net assets acquired | 54,583 | ||||
Ultra Pure Chemicals | Value of product qualifications | |||||
Intangible assets: | |||||
Total intangible assets | 12,800 | ||||
Ultra Pure Chemicals | Non-compete agreement | |||||
Intangible assets: | |||||
Total intangible assets | 1,900 | ||||
Ultra Pure Chemicals | Transition services | |||||
Intangible assets: | |||||
Total intangible assets | $ 154 |
Unaudited Pro Forma Financial I
Unaudited Pro Forma Financial Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Jul. 31, 2013USD ($)$ / shares | |
Business Combinations [Abstract] | |
Revenues | $ 340,427 |
Operating income | 15,955 |
Net income | $ 9,123 |
Earnings per share — basic | $ / shares | $ 0.79 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jul. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 8,723 | $ 7,914 |
Work in process | 780 | 1,508 |
Supplies | 525 | 1,793 |
Finished products | 32,535 | 34,343 |
Less reserve for inventory obsolescence | (481) | (290) |
Inventories, net | $ 42,082 | $ 45,268 |
Property, Plant, and Equipment
Property, Plant, and Equipment and Related Accumulated Depreciation and Amortization (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jul. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 135,759 | $ 136,127 |
Less accumulated depreciation and amortization | (61,936) | (52,972) |
Property plant and equipment excluding construction in progress | 73,823 | 83,155 |
Construction-in-progress | 6,766 | 9,295 |
Property, plant and equipment, net | 80,589 | 92,450 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,257 | 15,763 |
Buildings and improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 38,036 | 42,664 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 84,273 | 77,557 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 193 | $ 143 |
Geographical Sources of Income
Geographical Sources of Income from Continuing Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||||||||||
United States | $ 20,442 | $ 1,923 | $ 12,033 | ||||||||
Foreign | (1,558) | (1,657) | 3,168 | ||||||||
Income from continuing operations before income taxes | $ 5,535 | $ 2,827 | $ 8,534 | $ 1,988 | $ (1,310) | $ 1,883 | $ (2,384) | $ 2,077 | $ 18,884 | $ 266 | $ 15,201 |
Components of Income Tax Expens
Components of Income Tax Expense (Benefit) from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Current: | |||
Federal | $ 9,176 | $ 2,582 | $ 2,833 |
Foreign | (127) | 1,071 | 1,437 |
State | 1,214 | 603 | 197 |
Total current | 10,263 | 4,256 | 4,467 |
Deferred: | |||
Federal | (3,660) | (1,978) | 1,426 |
Foreign | 293 | (897) | (282) |
State | (150) | (127) | 104 |
Total deferred | (3,517) | (3,002) | 1,248 |
Total | $ 6,746 | $ 1,254 | $ 5,715 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Income tax expense (benefit) allocated to discontinued operations | $ 65,000 | ||
Income tax examination liability of Italy subsidiary | $ 2,800,000 | ||
Liability for uncertain tax positions in Italy | $ 57,000 | $ 326,000 | $ 437,000 |
Federal income tax rate | 35.00% | 35.00% | 35.00% |
Accrued interest and penalties related to unrecognized tax benefits | $ 221,000 | ||
Interest and penalties recognized in tax provision | $ 163,000 | ||
Foreign | |||
Net operating loss carry forwards not subject to expiration | $ 5,500,000 |
Deferred Tax Assets and Liabili
Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jul. 31, 2014 |
Current deferred tax assets: | ||
Bad debt expense | $ 238 | $ 326 |
Inventory | 675 | 787 |
Accrued liabilities | 227 | 1,545 |
Employee benefits | 2,025 | 1,879 |
Other | 972 | 102 |
Less valuation allowance | (34) | (636) |
Total current deferred tax assets | 4,103 | 4,003 |
Non-current deferred tax assets | ||
Net operating loss | 1,629 | 839 |
Deferred compensation | 1,490 | 616 |
Other | 295 | |
Less valuation allowance | (1,982) | (1,090) |
Total non-current deferred tax assets | 1,432 | 365 |
Current deferred tax liabilities: | ||
Other | (128) | |
Prepaid assets | (341) | (398) |
Total current deferred tax liabilities: | (341) | (526) |
Non-current deferred tax liabilities: | ||
Difference in amortization basis of intangibles | (11,131) | (7,129) |
Difference in depreciable basis of property | (4,182) | (4,575) |
Total non-current deferred tax liabilities | (15,313) | (11,704) |
Net non-current deferred tax liability | $ (10,119) | $ (7,862) |
Differences Between Actual Tax
Differences Between Actual Tax Provision and Amounts Obtained by Applying Applicable United States Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Income taxes at the federal statutory rate | $ 6,610 | $ 93 | $ 5,320 |
Effect of foreign operations | 182 | 329 | (65) |
Change in valuation allowance | 648 | 1,725 | |
Adjustments to foreign operations | 1,148 | (916) | |
Effects of foreign currency fluctuations | (953) | ||
State income taxes, net of federal income tax effect | 639 | 269 | 232 |
Production deduction and tax credits | (1,182) | ||
Acquisition related cost | 125 | 714 | |
Other | (471) | (246) | (486) |
Total | $ 6,746 | $ 1,254 | $ 5,715 |
Schedule Of Gross Unrecognized
Schedule Of Gross Unrecognized Tax Benefits (Detail) $ in Thousands | 12 Months Ended |
Jul. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance, at beginning of the period | $ 461 |
Increases related to prior years positions | 619 |
Decreases related to prior years positions | (362) |
Balance at end of the period | $ 718 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||
Number of Years Weighted Average Amortization Period | 13 years 9 months 18 days | 13 years 1 month 6 days |
Original Cost | $ 26,864 | $ 16,421 |
Accumulated Amortization | (4,745) | (3,052) |
Foreign Currency Translation Adjustment | (17) | 880 |
Carrying Amount | 22,102 | 14,249 |
Total intangible assets not subject to amortization | 14,458 | 14,104 |
Total intangible assets, net | 36,560 | 28,353 |
Other chemicals-penta product registrations | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets not subject to amortization | 8,765 | |
Other chemicals-related trade name and trademark | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets not subject to amortization | 2,885 | |
Other chemicals-proprietary manufacturing process | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets not subject to amortization | $ 2,808 | |
Creosote product registrations | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets not subject to amortization | 5,339 | |
Penta product registrations | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets not subject to amortization | $ 8,765 | |
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 | (839) | (559) |
Foreign Currency Translation Adjustment | (87) | 79 |
Carrying Amount | $ 1,278 | $ 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 | (77) | (67) |
Carrying Amount | $ 40 | $ 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 | (3,649) | (2,426) |
Foreign Currency Translation Adjustment | 70 | 801 |
Carrying Amount | $ 10,521 | $ 12,475 |
Other chemicals-customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Number of Years Weighted Average Amortization Period | 15 years | |
Original Cost | $ 10,291 | |
Accumulated Amortization | (172) | |
Carrying Amount | $ 10,119 | |
Other chemicals-other related contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Number of Years Weighted Average Amortization Period | 5 years | |
Original Cost | $ 152 | |
Accumulated Amortization | (8) | |
Carrying Amount | $ 144 |
Intangible Assets (Parenthetica
Intangible Assets (Parenthetical) (Detail) | May. 31, 2015 | May. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 |
Minimum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 5 years | |||
Maximum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 15 years | |||
Electronic chemicals-related contracts | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 7 years | |||
Electronic chemicals-related contracts | Minimum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 5 years | 5 years | ||
Electronic chemicals-related contracts | Maximum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 8 years | 8 years | ||
Electronic chemicals-related trademarks and patents | Minimum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 10 years | 10 years | ||
Electronic chemicals-related trademarks and patents | Maximum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 15 years | 15 years | ||
Electronic chemicals-value of product qualifications | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 15 years | |||
Electronic chemicals-value of product qualifications | Minimum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 5 years | 5 years | ||
Electronic chemicals-value of product qualifications | Maximum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 15 years | 15 years | ||
Other chemicals-customer relationships | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 15 years | 15 years | ||
Other chemicals-other related contracts | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful lives of intangible assets | 5 years | 5 years |
Intangible Asset - Additional I
Intangible Asset - Additional Information (Detail) - USD ($) | May. 31, 2015 | May. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 |
Industrial lubricants business acquisition | $ 11,352,000 | ||||
Amortization expense | 1,700,000 | $ 1,800,000 | $ 573,000 | ||
Estimated amortization expense for fiscal years 2016 | 2,100,000 | ||||
Estimated amortization expense for fiscal years 2017 | 2,100,000 | ||||
Estimated amortization expense for fiscal years 2018 | 2,000,000 | ||||
Estimated amortization expense for fiscal years 2019 | 2,000,000 | ||||
Estimated amortization expense for fiscal years 2020 | $ 1,800,000 | ||||
Minimum | |||||
Estimated useful lives of intangible assets | 5 years | ||||
Maximum | |||||
Estimated useful lives of intangible assets | 15 years | ||||
Other chemicals-customer relationships | |||||
Acquired intangible assets | $ 10,300,000 | ||||
Estimated useful lives of intangible assets | 15 years | 15 years | |||
Other chemicals-other related contracts | |||||
Acquired intangible assets | $ 200,000 | ||||
Estimated useful lives of intangible assets | 5 years | 5 years | |||
Electronic chemicals-value of product qualifications | |||||
Acquired intangible assets | $ 12,800,000 | ||||
Estimated useful lives of intangible assets | 15 years | ||||
Electronic chemicals-value of product qualifications | Minimum | |||||
Estimated useful lives of intangible assets | 5 years | 5 years | |||
Electronic chemicals-value of product qualifications | Maximum | |||||
Estimated useful lives of intangible assets | 15 years | 15 years | |||
Electronic chemicals-related contracts | |||||
Acquired intangible assets | $ 1,900,000 | ||||
Estimated useful lives of intangible assets | 7 years | ||||
Electronic chemicals-related contracts | Minimum | |||||
Estimated useful lives of intangible assets | 5 years | 5 years | |||
Electronic chemicals-related contracts | Maximum | |||||
Estimated useful lives of intangible assets | 8 years | 8 years |
Carrying Value of Goodwill by O
Carrying Value of Goodwill by Operating Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Goodwill [Line Items] | ||
Carrying value, beginning balance | $ 12,595 | $ 10,929 |
Working capital adjustment from the UPC acquisition | 535 | |
Finalization of purchase price allocation | 880 | |
Industrial lubricants business acquisition | 11,352 | |
Foreign currency translation adjustment | (877) | 251 |
Sale of creosote business | (662) | |
Carrying value, ending balance | 22,408 | 12,595 |
Other Chemicals | ||
Goodwill [Line Items] | ||
Carrying value, beginning balance | 3,779 | 3,779 |
Industrial lubricants business acquisition | 11,352 | |
Sale of creosote business | (662) | |
Carrying value, ending balance | 14,469 | 3,779 |
Electronic Chemicals | ||
Goodwill [Line Items] | ||
Carrying value, beginning balance | 8,816 | 7,150 |
Working capital adjustment from the UPC acquisition | 535 | |
Finalization of purchase price allocation | 880 | |
Foreign currency translation adjustment | (877) | 251 |
Carrying value, ending balance | $ 7,939 | $ 8,816 |
Long-Term Obligations - Additio
Long-Term Obligations - Additional Information (Detail) - USD ($) | Oct. 09, 2014 | Jul. 31, 2015 | Jul. 31, 2014 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 53,000,000 | $ 60,000,000 | |
Line of credit facility, outstanding | $ 38,000,000 | ||
Repayments of secured debt | $ 20,000,000 | ||
Fixed charge coverage ratio | 1.50% | ||
Ratio of funded debt to EBITDA maximum | 3.25% | ||
Current ratio | 1.50% | ||
Ratio of funded debt to EBITDA maximum, step-up during an acquisition period with lender's consent | 3.50% | ||
Note Purchase Agreement | |||
Debt Instrument [Line Items] | |||
Repayments of secured debt | 20,000,000 | ||
Senior Secured Debt | Note Purchase Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 20,000,000 | $ 20,000,000 | |
Note purchase agreement interest rate | 7.43% | 7.43% | |
Revolving Loan Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, outstanding | $ 53,000,000 | ||
Maximum amount of revolving facility | 150,000,000 | ||
Maximum amount of revolving facility net of unused letter of credit | 94,200,000 | ||
Reduction credit capacity due to unused letters of credit | 2,800,000 | ||
Amount available under revolving facility | $ 76,800,000 | ||
Debt instrument variable rate | 1.189% | ||
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% | ||
Revolving Loan Facility | Senior Secured Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument variable rate | 2.155% | ||
Revolving Loan Facility | Senior Secured Debt | Debt instrument, maturing on April 30, 2018 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 40,000,000 | ||
Loan facility maturity date | Apr. 30, 2018 | ||
Revolving Loan Facility | Senior Secured Debt | Second Restated Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum amount of revolving facility | 150,000,000 | ||
Amount available under revolving facility | 76,800,000 | ||
Amount of cash available under contractual agreement with lender's approval | $ 100,000,000 | ||
Loan facility maturity date | Oct. 9, 2019 |
Long-Term Debt and Current Matu
Long-Term Debt and Current Maturities (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jul. 31, 2014 |
Debt Instrument [Line Items] | ||
Total debt | $ 53,000 | $ 60,000 |
Long-term debt, net of current maturities | 53,000 | 60,000 |
Senior Secured Debt | Note Purchase Agreement | ||
Debt Instrument [Line Items] | ||
Total debt | 20,000 | 20,000 |
Senior Secured Debt | Revolving Loan Facility | Debt instrument, maturing on April 30, 2018 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 40,000 | |
Senior Secured Debt | Revolving Loan Facility | Debt instrument, maturing on October 9, 2019 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 53,000 |
Long-Term Debt and Current Ma59
Long-Term Debt and Current Maturities (Parenthetical) (Detail) - Senior Secured Debt | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Note Purchase Agreement | ||
Debt Instrument [Line Items] | ||
Loan maturity date | Dec. 31, 2015 | |
Note purchase agreement interest rate | 7.43% | 7.43% |
Revolving Loan Facility | Debt instrument, maturing on April 30, 2018 | ||
Debt Instrument [Line Items] | ||
Loan facility maturity date | Apr. 30, 2018 | |
Revolving Loan Facility | Debt instrument, maturing on October 9, 2019 | ||
Debt Instrument [Line Items] | ||
Loan facility maturity date | Oct. 9, 2019 | |
London Interbank Offered Rate (LIBOR) | Revolving Loan Facility | Debt instrument, maturing on April 30, 2018 | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 2.00% | |
London Interbank Offered Rate (LIBOR) | Revolving Loan Facility | Debt instrument, maturing on October 9, 2019 | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 1.00% |
Ratio of Funded Debt to Ebitda
Ratio of Funded Debt to Ebitda (Detail) | 12 Months Ended |
Jul. 31, 2015 | |
Range One | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.875% |
Range Two | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.625% |
Range Three | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.50% |
Range Four | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.375% |
Range Five | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.25% |
Range Six | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.125% |
Range Seven | |
Debt Instrument [Line Items] | |
Variable interest rate | 1.00% |
Ratio of Funded Debt to Ebitd61
Ratio of Funded Debt to Ebitda (Parenthetical) (Detail) | 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 | 2.50 |
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 | 2.50 |
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 | 1.50 |
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 | 1.50 |
Principal Payments Due Under Lo
Principal Payments Due Under Long-Term Debt Agreements (Detail) - USD ($) $ in Thousands | Jul. 31, 2015 | Jul. 31, 2014 |
Debt Disclosure [Abstract] | ||
Long-term debt | $ 53,000 | $ 60,000 |
2,020 | $ 53,000 |
Future Payments Under Certain C
Future Payments Under Certain Contractual Obligation (Detail) $ in Thousands | Jul. 31, 2015USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating leases, total | $ 10,811 | |
Operating leases, first year | 2,772 | |
Operating leases, second year | 1,722 | |
Operating leases, third year | 849 | |
Operating leases, fourth year | 693 | |
Operating leases, fifth year | 537 | |
Operating leases, thereafter | 4,238 | |
Purchase obligation, total | 78,296 | [1] |
Purchase obligation, first year | 45,790 | [1] |
Purchase obligation, second year | 28,419 | [1] |
Purchase obligation, third year | 4,087 | [1] |
Contractual obligation, total | 89,107 | |
Contractual obligation, first year | 48,562 | |
Contractual obligation, second year | 30,141 | |
Contractual obligation, third year | 4,936 | |
Contractual obligation, fourth year | 693 | |
Contractual obligation, fifth year | 537 | |
Contractual obligation, thereafter | $ 4,238 | |
[1] | Consists primarily of raw materials purchase contracts. These are typically not fixed price arrangements. The prices are based on the prevailing market prices. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jul. 31, 2002USD ($) | Apr. 30, 2015USD ($) | Jul. 31, 2015USD ($)Case | Jul. 31, 2015EUR (€) | Jul. 31, 2014USD ($) | Jul. 31, 2013USD ($) |
Commitments and Contingencies [Line Items] | ||||||
Rent expenses related to operating leases | $ 3,400,000 | $ 3,800,000 | $ 2,700,000 | |||
FIFRA research and testing programs expenses | $ 977,000 | 667,000 | 522,000 | |||
Foreign currency exchange rate, translation | 1.103 | |||||
Liability for uncertain tax positions in Italy | $ 57,000 | $ 326,000 | $ 437,000 | |||
EPA estimated remediation cost | $ 22,000,000 | |||||
Litigation Liability | $ 1,300,000 | |||||
Star Lake Canal Superfund Site | ||||||
Commitments and Contingencies [Line Items] | ||||||
Reimbursement costs incurred by EPA | $ 500,000 | |||||
Foreign | ||||||
Commitments and Contingencies [Line Items] | ||||||
Number of cases contesting in Provincial Tax Court at a foreign subsidiary | Case | 2 | |||||
Proposed adjustment from taxing authorities resulting additional income tax, interest and penalties | $ 885,000 | € 802,000 | ||||
Tax Assessment Pertaining to the 3 Year Period Ended July 31, 2011 | Foreign | ||||||
Commitments and Contingencies [Line Items] | ||||||
Proposed adjustment from taxing authorities resulting additional income tax, interest and penalties | $ 2,000,000 | € 1,800,000 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of contribution made under plan | 4.00% | ||
Contribution made under plan | $ 573,000 | $ 608,000 | $ 457,000 |
Contribution made by foreign subsidiaries under defined contribution plans | 1,300,000 | 1,500,000 | |
Benefit obligations in connection with foreign subsidiaries included in the acquisition of the UPC business | 1,200,000 | 1,100,000 | |
Liability under employee benefit arrangement | $ 490,000 | $ 553,000 | |
Employee benefit arrangement monthly payments start period | 2013-04 | ||
The term of general obligation | 10 years | ||
First 3 Percent of Each Participant's Contributions | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan Employer Matching Contribution Percent Of Match | 100.00% | ||
Next Two Percent Contribution | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan Employer Matching Contribution Percent Of Match | 50.00% |
Basic and Diluted Earnings Per
Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
Income/(loss) from continuing operations | $ 12,138 | $ (988) | $ 9,486 | ||||||||
Income/(loss) from discontinued operations | (138) | ||||||||||
Net income/(loss) | $ 3,328 | $ 2,135 | $ 5,490 | $ 1,185 | $ (822) | $ 1,226 | $ (2,744) | $ 1,352 | $ 12,138 | $ (988) | $ 9,348 |
Weighted average shares outstanding — basic | 11,673 | 11,615 | 11,487 | ||||||||
Dilutive effect of options/warrants and stock awards | 106 | 91 | |||||||||
Weighted average shares outstanding — diluted | 11,779 | 11,615 | 11,578 | ||||||||
Basic earnings/(loss) per share | |||||||||||
Basic earnings/(loss) per share from continuing operations | $ 1.04 | $ (0.09) | $ 0.82 | ||||||||
Basic earnings per share on income/(loss) from discontinued operations | (0.01) | ||||||||||
Basic earnings/(loss) per share | $ 0.29 | $ 0.18 | $ 0.47 | $ 0.10 | $ (0.07) | $ 0.11 | $ (0.24) | $ 0.12 | 1.04 | (0.09) | 0.81 |
Diluted earnings per share | |||||||||||
Diluted earnings/(loss) per share from continuing operations | 1.03 | (0.09) | 0.82 | ||||||||
Diluted earnings per share on income/(loss) from discontinued operations | (0.01) | ||||||||||
Diluted earnings/(loss) per share | $ 0.28 | $ 0.18 | $ 0.47 | $ 0.10 | $ (0.07) | $ 0.11 | $ (0.24) | $ 0.12 | $ 1.03 | $ (0.09) | $ 0.81 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Earnings Per Share [Abstract] | |||
Number of shares potentially dilutive securities not included in the computation of diluted earnings per share | 136 | 21,033 | 6,222 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Dec. 09, 2014$ / sharesshares | Feb. 25, 2014shares | Sep. 24, 2013Installmentshares | Dec. 04, 2012shares | [1] | Oct. 31, 2013USD ($) | Jul. 31, 2015USD ($)$ / sharesshares | Jul. 31, 2014USD ($)shares | Jul. 31, 2013USD ($)shares | Mar. 26, 2015$ / shares | Aug. 01, 2014$ / sharesshares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock option outstanding | 0 | 0 | ||||||||||||
Stock-based compensation expense | $ | $ 2,766,000 | $ 2,231,000 | $ 446,000 | |||||||||||
Share based compensation, related tax benefits | $ | 887,000 | $ 825,000 | $ 168,000 | |||||||||||
Unrecognized compensation costs related to outstanding stock awards | $ | $ 4,200,000 | |||||||||||||
Weighted average period for recognition of compensation cost | 1 year 9 months 18 days | |||||||||||||
Granted, options | 0 | 0 | 0 | |||||||||||
Stock options exercised | 0 | |||||||||||||
Total intrinsic value of option exercised | $ | $ 952,000 | $ 1,600,000 | ||||||||||||
Total fair value of shares vested | $ | $ 0 | $ 39,000 | ||||||||||||
Performance Shares | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Target Award Shares | 124,110 | 120,680 | 53,650 | |||||||||||
Total fair value of shares vested | $ | $ 233,000 | $ 45,000 | $ 118,000 | |||||||||||
Target number of shares outstanding, non vested | 244,790 | 185,915 | ||||||||||||
Target Award Shares, forfeited | 562 | [1] | 6,635 | [1] | 87,409 | 12,147 | ||||||||
Awards vested | 0 | |||||||||||||
Share based payment award, expiration date | Jul. 31, 2017 | |||||||||||||
Weighted average grant date fair value of performance share awards forfeited | $ / shares | $ 15.74 | |||||||||||||
Grant Date Fair Value | $ / shares | $ 17.36 | $ 14.88 | ||||||||||||
Series 1 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Target Award Shares | 124,672 | |||||||||||||
Maximum award, as a percentage of target award | 167.00% | 150.00% | ||||||||||||
Time Based Shares | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Target Award Shares | [2] | 68,774 | ||||||||||||
Total fair value of shares vested | $ | $ 944,000 | $ 1,822,000 | $ 542,000 | |||||||||||
Target number of shares outstanding, non vested | 82,688 | 50,100 | ||||||||||||
Awards vested | [3] | 36,186 | ||||||||||||
Grant Date Fair Value | $ / shares | $ 19.66 | $ 19.19 | ||||||||||||
Christopher T. Fraser | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share based payment recognized | $ | $ 1,100,000 | |||||||||||||
Christopher T. Fraser | Performance Shares | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Shares award vesting period | 1 year | |||||||||||||
Christopher T. Fraser | Common Stock | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Target Award Shares | 50,000 | |||||||||||||
Christopher T. Fraser | Time Based Restricted Stock Awards | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Target Award Shares | 30,000 | |||||||||||||
Shares award vesting period | 5 years | |||||||||||||
Christopher T. Fraser | Performance Based Restricted Stock Awards | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Target Award Shares | 70,000 | |||||||||||||
Share based compensation award number of installments | Installment | 5 | |||||||||||||
1996 Stock Option Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock option outstanding | 0 | |||||||||||||
LTI Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Shares available for future grant | 124,575 | |||||||||||||
LTI Plan | Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Maximum number of shares approved under the LTI plan | 750,000 | |||||||||||||
LTI Plan | Executive Officer | Maximum | Performance Shares | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Maximum number of shares approved under the LTI plan | 200,000 | |||||||||||||
Personnel Fiscal Year 2015 Award | Performance Shares | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Closing stock price | $ / shares | $ 25.85 | |||||||||||||
Executive Fiscal Year 2015 Award | Performance Shares | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Closing stock price | $ / shares | $ 17.81 | |||||||||||||
Two Thousand Four Long Term Incentive Plan | Christopher T. Fraser | Performance Shares | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Target Award Shares | 10,000 | |||||||||||||
Certain Organizational Objectives | Christopher T. Fraser | Performance Shares | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Target Award Shares | 4,000 | |||||||||||||
[1] | Forfeitures include Series 1 awards that were granted in fiscal years 2015, 2014 and 2013 to certain employees that were forfeited at the termination of their employment. | |||||||||||||
[2] | Includes 19,386 share awards granted to non-employee directors during fiscal year 2015. The director awards were granted for a three month service period. The director awards were granted at the end of each quarter and vested once the service period was complete. Includes 8,000 share awards granted to certain employees vesting over one or two years from the date of grant. Includes 41,388 share awards granted to certain employees and executives during fiscal year 2015 which are expected to vest on July 31, 2017. The Company recognizes compensation expense related to the awards over the respective service period. | |||||||||||||
[3] | Includes 19,386 share awards granted to non-employee directors indicated above and 16,800 share awards granted to employees. |
Summary of Performance Based St
Summary of Performance Based Stock Awards Granted (Detail) - $ / shares | Mar. 26, 2015 | Dec. 09, 2014 | Feb. 25, 2014 | Dec. 04, 2012 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Actual or Expected Percentage of Vesting | 135.00% | 100.00% | 0.00% | ||||||||
Performance Shares | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Target Award Shares | 124,110 | 120,680 | 53,650 | ||||||||
Target Award Shares, forfeited | (562) | [1] | (6,635) | [1] | (87,409) | [1] | (12,147) | ||||
Measurement Period Ending | Jul. 31, 2017 | ||||||||||
Actual or Expected Percentage of Vesting | [2] | 135.00% | 100.00% | 0.00% | |||||||
Shares Projected to Vest or Vested | 168,042 | 120,680 | |||||||||
Performance Shares | Series Award One | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Grant Dates | Mar. 26, 2015 | Dec. 9, 2014 | Feb. 25, 2014 | Dec. 4, 2012 | |||||||
Target Award Shares | 21,173 | 103,499 | 127,315 | 141,059 | |||||||
Grant Date Fair Value | $ 25.85 | $ 17.81 | $ 14.88 | $ 18.75 | |||||||
Measurement Period Ending | Jul. 31, 2017 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |||||||
[1] | Forfeitures include Series 1 awards that were granted in fiscal years 2015, 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 135%, 100% and 0% of the target awards for the fiscal year 2015, 2014 and 2013 awards, respectively. |
Summary of Performance Based 70
Summary of Performance Based Stock Awards Granted (Parenthetical) (Detail) | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Actual or Expected Percentage of Vesting | 135.00% | 100.00% | 0.00% |
Summary of Activity for Time-Ba
Summary of Activity for Time-Based Stock Awards (Detail) - Time Based Shares | 12 Months Ended | |
Jul. 31, 2015$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Target Award Shares | 68,774 | [1] |
Vested | (36,186) | [2] |
Non-vested on July 31, 2015 | 82,688 | |
Grant Date Fair Value | $ / shares | $ 20 | [1] |
Vested | $ / shares | 19.65 | [2] |
Non-vested on July 31, 2015 | $ / shares | $ 19.66 | |
[1] | Includes 19,386 share awards granted to non-employee directors during fiscal year 2015. The director awards were granted for a three month service period. The director awards were granted at the end of each quarter and vested once the service period was complete. Includes 8,000 share awards granted to certain employees vesting over one or two years from the date of grant. Includes 41,388 share awards granted to certain employees and executives during fiscal year 2015 which are expected to vest on July 31, 2017. The Company recognizes compensation expense related to the awards over the respective service period. | |
[2] | Includes 19,386 share awards granted to non-employee directors indicated above and 16,800 share awards granted to employees. |
Summary of Activity for Time-72
Summary of Activity for Time-Based Stock Awards (Parenthetical) (Detail) - Time Based Shares | 12 Months Ended | |
Jul. 31, 2015shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Target Award Shares | 68,774 | [1] |
Employees | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Target Award Shares | 8,000 | |
Employees | Tranche One | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Target Award Shares | 16,800 | |
Employees and Executives | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Target Award Shares | 41,388 | |
Non-Employee Directors | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Target Award Shares | 19,386 | |
[1] | Includes 19,386 share awards granted to non-employee directors during fiscal year 2015. The director awards were granted for a three month service period. The director awards were granted at the end of each quarter and vested once the service period was complete. Includes 8,000 share awards granted to certain employees vesting over one or two years from the date of grant. Includes 41,388 share awards granted to certain employees and executives during fiscal year 2015 which are expected to vest on July 31, 2017. The Company recognizes compensation expense related to the awards over the respective service period. |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) | Mar. 01, 2012 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations, before income taxes | $ (203,000) | |||
Bayer Healthcare Llc | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations, before income taxes | (82,000) | |||
Post closing adjustment costs | 57,000 | |||
Animal Health Segment | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations, before income taxes | $ 0 | $ 0 | (25,000) | |
Restricted cash held in escrow related to business sale | $ 1,000,000 | |||
Revenue | $ 0 | $ 0 | $ 57,000 | |
Animal Health Segment | Maximum | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Period of escrow deposit release | 5 years |
Sales and Income Before Income
Sales and Income Before Income Tax Reported in Discontinued Operations (Detail) - USD ($) | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Income (loss) before income taxes | $ (203,000) | ||
Animal Health Segment | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Revenue | $ 0 | $ 0 | 57,000 |
Income (loss) before income taxes | $ 0 | $ 0 | $ (25,000) |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - Segment | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 2 | ||
Customer Concentration Risk | Electronic Chemicals | Sales | |||
Segment Reporting Information [Line Items] | |||
Revenue generated from single external customer | 23.00% | 15.00% | 20.00% |
Customer Concentration Risk | Wood Treating | Sales | |||
Segment Reporting Information [Line Items] | |||
Revenue generated from single external customer | 13.00% | 16.00% |
Segment Information (Detail)
Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Total consolidated sales | $ 75,993 | $ 73,964 | $ 79,762 | $ 90,779 | $ 91,156 | $ 84,437 | $ 84,253 | $ 93,560 | $ 320,498 | $ 353,406 | $ 263,311 | |
Total consolidated depreciation and amortization | 13,531 | 14,117 | 8,295 | |||||||||
Total consolidated income from operations | $ 5,842 | $ 4,761 | $ 3,167 | $ 2,819 | $ (415) | $ 2,914 | $ (1,603) | $ 3,055 | 16,589 | 3,951 | 17,180 | |
Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total consolidated sales | 320,428 | 353,268 | 262,940 | |||||||||
Total consolidated depreciation and amortization | [1] | 13,531 | 14,117 | 8,295 | ||||||||
Total consolidated income from operations | [2],[3] | 30,522 | 22,479 | 24,514 | ||||||||
Operating Segments | Electronic Chemicals | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total consolidated sales | 265,608 | 253,754 | 165,755 | |||||||||
Total consolidated depreciation and amortization | [1] | 12,257 | 13,240 | 7,416 | ||||||||
Total consolidated income from operations | [3] | 21,787 | 14,089 | 13,992 | ||||||||
Operating Segments | Other Chemicals | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total consolidated sales | 54,820 | 99,514 | 97,185 | |||||||||
Total consolidated depreciation and amortization | [1] | 626 | 400 | 418 | ||||||||
Total consolidated income from operations | [3] | 8,735 | 8,390 | 10,522 | ||||||||
Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total consolidated sales | [4] | 70 | 138 | 371 | ||||||||
Total consolidated depreciation and amortization | [1] | $ 648 | $ 477 | $ 461 | ||||||||
[1] | Segment depreciation excludes depreciation for restructuring and realignment. | |||||||||||
[2] | Other corporate expense primarily represents employee stock-based compensation expenses and those expenses associated with the Company’s operation as a public entity such as board compensation, audit expense, fees related to the listing of our stock and expenses incurred to pursue acquisition opportunities. | |||||||||||
[3] | Segment income from operations includes allocated corporate overhead expenses, but excludes restructuring and realignment charges. | |||||||||||
[4] | Primarily reflects income in connection with the sale of the animal health business. See Note 12. |
Overhead Expenses Allocated to
Overhead Expenses Allocated to Segment Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Segment Reporting Information [Line Items] | |||
Total corporate overhead expense allocation | $ 14,851 | $ 13,209 | $ 9,679 |
Operating Segments | Electronic Chemicals | |||
Segment Reporting Information [Line Items] | |||
Total corporate overhead expense allocation | 10,780 | 8,751 | 5,218 |
Operating Segments | Other Chemicals | |||
Segment Reporting Information [Line Items] | |||
Total corporate overhead expense allocation | $ 4,071 | $ 4,458 | $ 4,461 |
Reconciliation of Total Segment
Reconciliation of Total Segment to Consolidated Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Total assets | $ 242,359 | $ 250,858 | $ 242,359 | $ 250,858 | $ 262,015 | |||||||
Total assets for discontinued operations | [1] | 467 | ||||||||||
Other current assets | 8,440 | 7,690 | 8,440 | 7,690 | 9,120 | |||||||
Other assets | 5,686 | 9,588 | 5,686 | 9,588 | 8,413 | |||||||
Net sales | 75,993 | $ 73,964 | $ 79,762 | $ 90,779 | 91,156 | $ 84,437 | $ 84,253 | $ 93,560 | 320,498 | 353,406 | 263,311 | |
Total segment income from operations | 5,842 | 4,761 | 3,167 | 2,819 | (415) | 2,914 | (1,603) | 3,055 | 16,589 | 3,951 | 17,180 | |
Other corporate expense | [2] | (7,029) | (7,652) | (7,334) | ||||||||
Restructuring and realignment charges | (6,904) | (10,876) | ||||||||||
Interest expense, net | (1,407) | (2,854) | (1,771) | |||||||||
Other income/(expense), net | 3,702 | (831) | (208) | |||||||||
Income from continuing operations before income taxes | 5,535 | $ 2,827 | $ 8,534 | $ 1,988 | (1,310) | $ 1,883 | $ (2,384) | $ 2,077 | 18,884 | 266 | 15,201 | |
Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total assets | $ 228,233 | $ 233,580 | 228,233 | 233,580 | 244,015 | |||||||
Net sales | 320,428 | 353,268 | 262,940 | |||||||||
Total segment income from operations | [2],[3] | 30,522 | 22,479 | 24,514 | ||||||||
Other | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | [4] | $ 70 | $ 138 | $ 371 | ||||||||
[1] | Reflects deferred tax assets as of July 31, 2013. | |||||||||||
[2] | Other corporate expense primarily represents employee stock-based compensation expenses and those expenses associated with the Company’s operation as a public entity such as board compensation, audit expense, fees related to the listing of our stock and expenses incurred to pursue acquisition opportunities. | |||||||||||
[3] | Segment income from operations includes allocated corporate overhead expenses, but excludes restructuring and realignment charges. | |||||||||||
[4] | Primarily reflects income in connection with the sale of the animal health business. See Note 12. |
Geographic Data (Detail)
Geographic Data (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 75,993 | $ 73,964 | $ 79,762 | $ 90,779 | $ 91,156 | $ 84,437 | $ 84,253 | $ 93,560 | $ 320,498 | $ 353,406 | $ 263,311 |
Property, plant and equipment, net | 80,589 | 92,450 | 80,589 | 92,450 | |||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 183,384 | 212,903 | 200,184 | ||||||||
Property, plant and equipment, net | 45,257 | 49,776 | 45,257 | 49,776 | |||||||
International | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 137,114 | 140,503 | $ 63,127 | ||||||||
Property, plant and equipment, net | $ 35,332 | $ 42,674 | $ 35,332 | $ 42,674 |
Restructuring and Realignment80
Restructuring and Realignment Events - Additional Information (Detail) - USD ($) | 12 Months Ended | 24 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | |
Restructuring Cost And Reserve [Line Items] | |||
Accelerated depreciation | $ 900,000 | $ 2,400,000 | |
Asset retirement obligation | 3,700,000 | ||
Depreciation expense | 17,500,000 | 16,500,000 | |
Non-cash Impairment charges | 2,741,000 | ||
Closed Facilities | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring charges over fiscal years 2015 and 2014 | $ 4,300,000 | ||
Accelerated depreciation | $ 3,300,000 | ||
Hydrofluoric Acid Business | |||
Restructuring Cost And Reserve [Line Items] | |||
Accelerated depreciation | 4,800,000 | ||
Severance Costs | $ 800,000 | ||
Bay Point Facility | |||
Restructuring Cost And Reserve [Line Items] | |||
Accelerated depreciation | 800,000 | ||
Asset retirement obligation | 3,700,000 | ||
Depreciation expense | $ 1,000,000 |
Restructuring and Realignment81
Restructuring and Realignment Events - Accrued Liability Associated with Restructuring and Other Related Charges (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Restructuring Cost And Reserve [Line Items] | ||
Accrued liability, Beginning balance | $ 2,725 | |
Charges | 101 | $ 3,925 |
Payments | (1,548) | (1,136) |
Adjustment | (376) | (64) |
Accrued liability, Ending balance | 902 | 2,725 |
Employee costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Accrued liability, Beginning balance | 1,888 | |
Charges | 2,631 | |
Payments | (882) | (698) |
Adjustment | (290) | (45) |
Accrued liability, Ending balance | 716 | 1,888 |
Decommissioning and Environmental | ||
Restructuring Cost And Reserve [Line Items] | ||
Accrued liability, Beginning balance | 810 | |
Charges | 90 | 1,260 |
Payments | (654) | (438) |
Adjustment | (77) | (12) |
Accrued liability, Ending balance | 169 | 810 |
Other | ||
Restructuring Cost And Reserve [Line Items] | ||
Accrued liability, Beginning balance | 27 | |
Charges | 11 | 34 |
Payments | (12) | 0 |
Adjustment | (9) | (7) |
Accrued liability, Ending balance | $ 17 | $ 27 |
Restructuring and Realignment82
Restructuring and Realignment Events - Schedule of Changes in Asset Retirement Obligation Associated with Realignment (Detail) $ in Thousands | 12 Months Ended |
Jul. 31, 2015USD ($) | |
Restructuring And Related Activities [Abstract] | |
Asset retirement obligation at July 31, 2014 | $ 3,870 |
Charges | 671 |
Payments | (3,721) |
Adjustment | (9) |
Asset retirement obligation at July 31, 2015 | $ 811 |
Selected Quarterly Financial 83
Selected Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 75,993 | $ 73,964 | $ 79,762 | $ 90,779 | $ 91,156 | $ 84,437 | $ 84,253 | $ 93,560 | $ 320,498 | $ 353,406 | $ 263,311 |
Gross profit | 26,516 | 26,815 | 28,555 | 27,591 | 27,977 | 24,765 | 25,190 | 25,567 | 109,477 | 103,499 | 76,470 |
Operating income/(loss) | 5,842 | 4,761 | 3,167 | 2,819 | (415) | 2,914 | (1,603) | 3,055 | 16,589 | 3,951 | 17,180 |
Income/(loss) before income taxes | 5,535 | 2,827 | 8,534 | 1,988 | (1,310) | 1,883 | (2,384) | 2,077 | 18,884 | 266 | 15,201 |
Net income/(loss) | $ 3,328 | $ 2,135 | $ 5,490 | $ 1,185 | $ (822) | $ 1,226 | $ (2,744) | $ 1,352 | $ 12,138 | $ (988) | $ 9,348 |
Net income/(loss) per share: | |||||||||||
- basic | $ 0.29 | $ 0.18 | $ 0.47 | $ 0.10 | $ (0.07) | $ 0.11 | $ (0.24) | $ 0.12 | $ 1.04 | $ (0.09) | $ 0.81 |
- diluted | $ 0.28 | $ 0.18 | $ 0.47 | $ 0.10 | $ (0.07) | $ 0.11 | $ (0.24) | $ 0.12 | $ 1.03 | $ (0.09) | $ 0.81 |
Schedule II - Valuation And Q84
Schedule II - Valuation And Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Allowance for Doubtful Accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | $ 272 | $ 224 | $ 16 |
Charged to costs and expenses | 108 | 208 | |
Additions/ Deductions | (128) | (60) | |
Balance at end of period | 144 | 272 | 224 |
Inventory Valuation and Obsolescence | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | 290 | 180 | 493 |
Charged to costs and expenses | 941 | 221 | 107 |
Additions/ Deductions | (750) | (111) | (420) |
Balance at end of period | 481 | 290 | $ 180 |
Valuation Allowance on Deferred Tax Assets | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of period | 1,725 | ||
Charged to costs and expenses | 291 | 1,725 | |
Balance at end of period | $ 2,016 | $ 1,725 |