Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2016 | Nov. 30, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MLNK | |
Entity Registrant Name | MODUSLINK GLOBAL SOLUTIONS INC | |
Entity Central Index Key | 914,712 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 55,253,581 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 105,284 | $ 130,790 |
Trading securities | 14,943 | 16,768 |
Accounts receivable, trade, net of allowance for doubtful accounts of $490 and $489 at October 31, 2016 and July 31, 2016, respectively | 128,534 | 111,336 |
Inventories | 46,366 | 40,270 |
Funds held for clients | 16,190 | 12,549 |
Prepaid expenses and other current assets | 5,697 | 8,178 |
Total current assets | 317,014 | 319,891 |
Property and equipment, net | 21,826 | 22,271 |
Other assets | 6,343 | 5,770 |
Total assets | 345,183 | 347,932 |
Current liabilities: | ||
Accounts payable | 109,222 | 114,432 |
Accrued restructuring | 1,619 | 2,936 |
Accrued expenses | 42,406 | 37,740 |
Other current liabilities | 47,719 | 39,658 |
Total current liabilities | 200,966 | 194,766 |
Long-term portion of accrued restructuring | 94 | 93 |
Notes payable | 58,193 | 57,169 |
Other long-term liabilities | 9,196 | 9,964 |
Long-term liabilities | 67,483 | 67,226 |
Total liabilities | 268,449 | 261,992 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share. Authorized 5,000,000 shares; zero issued or outstanding shares at October 31, 2016 and July 31, 2016 | ||
Common stock, $0.01 par value per share. Authorized 1,400,000,000 shares; 55,253,581 issued and outstanding shares at October 31, 2016; 55,249,076 issued and outstanding shares at July 31, 2016 | 553 | 553 |
Additional paid-in capital | 7,456,689 | 7,456,490 |
Accumulated deficit | (7,381,665) | (7,373,122) |
Accumulated other comprehensive income | 1,157 | 2,019 |
Total stockholders' equity | 76,734 | 85,940 |
Total liabilities and stockholders' equity | $ 345,183 | $ 347,932 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Accounts receivable, trade, allowance for doubtful accounts | $ 490 | $ 489 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares Authorized | 1,400,000,000 | 1,400,000,000 |
Common stock, shares issued | 55,253,581 | 55,249,076 |
Common stock, shares outstanding | 55,253,581 | 55,249,076 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Net revenue | $ 121,327 | $ 141,089 |
Cost of revenue | 111,994 | 128,637 |
Gross profit | 9,333 | 12,452 |
Operating expenses | ||
Selling, general and administrative | 13,601 | 13,014 |
Restructuring, net | 1,374 | 1,007 |
Total operating expenses | 14,975 | 14,021 |
Operating loss | (5,642) | (1,569) |
Other income (expense): | ||
Interest income | 165 | 88 |
Interest expense | (2,029) | (2,729) |
Other gains (losses), net | (488) | (9,671) |
Impairment of investments in affiliates | (42) | |
Total other expense | (2,352) | (12,354) |
Loss before income taxes | (7,994) | (13,923) |
Income tax expense | 1,049 | 850 |
Gains on investments in affiliates, net of tax | (500) | |
Net loss | $ (8,543) | $ (14,773) |
Basic and diluted net loss per share | $ (0.16) | $ (0.29) |
Weighted average common shares used in basic and diluted earnings per share | 54,991 | 51,766 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Net loss | $ (8,543) | $ (14,773) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (1,269) | (869) |
Pension liability adjustments, net of tax | 397 | |
Net unrealized holding gain on securities, net of tax | 10 | 28 |
Other comprehensive loss | (862) | (841) |
Comprehensive loss | $ (9,405) | $ (15,614) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (8,543) | $ (14,773) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,022 | 1,955 |
Amortization of deferred financing costs | 155 | 145 |
Accretion of debt discount | 941 | 1,215 |
Share-based compensation | 192 | 456 |
Non-cash (gains) losses, net | 488 | 8,433 |
(Gains) losses on investments in affiliates and impairments | (500) | 42 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable, net | (18,208) | (39,850) |
Inventories | (6,691) | (9,523) |
Prepaid expenses and other current assets | (1,235) | (17,099) |
Accounts payable, accrued restructuring and accrued expenses | 429 | 65,886 |
Refundable and accrued income taxes, net | (371) | 820 |
Other assets and liabilities | 1,540 | 619 |
Net cash used in operating activities | (29,781) | (1,674) |
Cash flows from investing activities: | ||
Additions to property and equipment | (1,828) | (2,053) |
Proceeds from the sale of Trading Securities | 907 | 28,939 |
Investments in affiliates | (42) | |
Proceeds from investments in affiliates | 500 | |
Net cash provided by (used in) investing activities | (421) | 26,844 |
Cash flows from financing activities: | ||
Repayments on capital lease obligations | (62) | (57) |
Net proceeds from revolving line of credit | 4,978 | |
Proceeds from issuance of common stock | 7 | |
Net cash provided by (used in) financing activities | 4,923 | (57) |
Net effect of exchange rate changes on cash and cash equivalents | (227) | (401) |
Net increase (decrease) in cash and cash equivalents | (25,506) | 24,712 |
Cash and cash equivalents at beginning of period | 130,790 | 119,431 |
Cash and cash equivalents at end of period | $ 105,284 | $ 144,143 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Oct. 31, 2016 | |
NATURE OF OPERATIONS | (1) NATURE OF OPERATIONS ModusLink Global Solutions, Inc. (together with its consolidated subsidiaries, “ModusLink Global Solutions” or the “Company”), through its wholly owned subsidiaries, ModusLink Corporation (“ModusLink”) and ModusLink PTS, Inc. (“ModusLink PTS”), is a leader in global supply chain business process management serving clients in markets such as consumer electronics, communications, computing, medical devices, software, and retail. The Company designs and executes critical elements in its clients’ global supply chains to improve speed to market, product customization, flexibility, cost, quality and service. These benefits are delivered through a combination of industry expertise, innovative service solutions, integrated operations, proven business processes, expansive global footprint and world-class technology. The Company has an integrated network of strategically located facilities in various countries, including numerous sites throughout North America, Europe and Asia. The Company previously operated under the names CMGI, Inc. and CMG Information Services, Inc. and was incorporated in Delaware in 1986. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Oct. 31, 2016 | |
BASIS OF PRESENTATION | (2) BASIS OF PRESENTATION The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of a normal recurring nature) considered necessary for fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes for the year ended July 31, 2016, which are contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on October 14, 2016. The results for the three months ended October 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated in consolidation. The Company considers events or transactions that occur after the balance sheet date but before the issuance of financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. For the period ended October 31, 2016, the Company evaluated subsequent events for potential recognition and disclosure through the date these financial statements were filed. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Oct. 31, 2016 | |
RECENT ACCOUNTING PRONOUNCEMENTS | (3) RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first quarter of fiscal year 2019 using one of two retrospective application methods or a cumulative effect approach. The Company is evaluating the potential effects on the consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15 Presentation of Financial Statements—Going Concern (Subtopic 205-40), which amends the accounting guidance related to the evaluation of an entity’s ability to continue as a going concern. The amendment establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The update also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. This guidance will be effective for the Company as of the first quarter of fiscal year 2018. The new guidance is not anticipated to have an effect on the Company’s consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02 Consolidation (Topic 810), Amendments to Consolidation Analysis, which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The Company adopted this guidance beginning in the first quarter of fiscal year 2017. Its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30)—Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. The Company adopted this guidance beginning in the first quarter of fiscal year 2017. Upon adoption, an entity must apply the guidance retrospectively to all prior periods presented in the financial statements. As such, the prior year consolidated balance sheets were also adjusted. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330), which provides guidance related to inventory measurement. The new standard requires entities to measure inventory at the lower of cost and net realizable value thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The new standard is effective for the Company beginning in the first quarter of fiscal year 2018. The Company is currently evaluating the effect the guidance will have on the Company’s financial statement disclosures, results of operations and financial position. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This guidance allows for adoption on either a prospective or retrospective basis. This guidance will be effective on January 1, 2017. Early adoption is permitted. The Company has elected to early adopt this guidance on a prospective basis and, as a result, prior consolidated balance sheets were not retrospectively adjusted. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to today’s accounting. This ASU will be effective for the Company beginning in the first quarter of fiscal year 2020. The Company is currently evaluating the effect the guidance will have on the Company’s financial statement disclosures, results of operations and financial position. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments in this update relate to when another party, along with the Company, are involved in providing a good or service to a customer and are intended to improve the operability and understandability of the implementation guidance on principal versus agent. Revenue recognition guidance requires companies to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the Company is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the Company is an agent). This ASU will be effective for the Company beginning in the first quarter of fiscal year 2019. The Company is currently in the process of assessing what impact this new update may have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This ASU will be effective for the Company beginning in the first quarter of fiscal year 2018. The Company is currently in the process of assessing what impact this new standard may have on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. Entities will also have to disclose the nature of their restricted cash and restricted cash equivalent balances, which is similar to what is required today for Securities and Exchange Commission Registrants. This ASU will be effective for the Company beginning in the first quarter of fiscal year 2019. The Company is currently in the process of assessing what impact this new standard may have on its combined financial statements. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Oct. 31, 2016 | |
INVENTORIES | (4) INVENTORIES Inventories are stated at the lower of cost or market. Cost is determined by both the moving average and the first-in, first-out methods. Materials that the Company typically procures on behalf of its clients that are included in inventory include materials such as compact discs, printed materials, manuals, labels, hardware accessories, hard disk drives, phone chassis, consumer packaging, shipping boxes and labels, power cords and cables for client-owned electronic devices. Inventories consisted of the following: October 31, July 31, 2016 2016 (In thousands) Raw materials $ 32,457 $ 28,506 Work-in-process 826 590 Finished goods 13,083 11,174 $ 46,366 $ 40,270 The Company continuously monitors inventory balances and records inventory provisions for any excess of the cost of the inventory over its estimated market value. The Company also monitors inventory balances for obsolescence and excess quantities as compared to projected demands. The Company’s inventory methodology is based on assumptions about average shelf life of inventory, forecasted volumes, forecasted selling prices, contractual provisions with our clients, write-down history of inventory and market conditions. While such assumptions may change from period to period, in determining the net realizable value of its inventories, the Company uses the best information available as of the balance sheet date. If actual market conditions are less favorable than those projected, or the Company experiences a higher incidence of inventory obsolescence because of rapidly changing technology and client requirements, additional inventory provisions may be required. Once established, write-downs of inventory are considered permanent adjustments to the cost basis of inventory and cannot be reversed due to subsequent increases in demand forecasts. Accordingly, if inventory previously written down to its net realizable value is subsequently sold, gross profit margins may be favorably impacted. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Oct. 31, 2016 | |
INVESTMENTS | (5) INVESTMENTS Trading Securities During the three months ended October 31, 2016, the Company received $0.9 million in proceeds associated with the sale of Trading Securities, which included an immaterial cash gain. During the three months ended October 31, 2016, the Company recognized $0.9 million in net non-cash net losses associated with its Trading Securities. During the three months ended October 31, 2015, the Company received $28.9 million in proceeds associated with the sale of Trading Securities, which included a cash gain of $4.3 million. During the three months ended October 31, 2015, the Company recognized $13.8 million in net non-cash net losses associated with its Trading Securities. These losses were recorded as a component of Other gains (losses), net on the Statement of Operations. As of October 31, 2016, the Company had $14.9 million in investments in trading securities, $11.7 million of which were the publicly traded convertible debentures. As of July 31, 2016, the Company had $16.8 million in investments in trading securities, $12.6 million of which were the publicly traded convertible debentures. The Company’s purchases of the publicly traded convertible debentures were on the open market. The chairman of the board of the company issuing the publicly traded convertible debentures is also the chairman of the board of ModusLink Global Solutions, Inc. The Trading Securities were classified within Level 1 of the fair value hierarchy. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Oct. 31, 2016 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | (6) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table reflects the components of “Accrued expenses” and “Other current liabilities”: October 31, July 31, 2016 2016 (In thousands) Accrued taxes $ 2,863 $ 3,068 Accrued compensation 8,756 9,590 Accrued interest 388 1,346 Accrued audit, tax and legal 2,370 2,544 Accrued contract labor 5,820 2,966 Accrued other 22,209 18,226 $ 42,406 $ 37,740 October 31, July 31, 2016 2016 (In thousands) Accrued pricing liabilities $ 18,882 $ 18,882 Line of credit liability 4,978 — Funds held for clients 16,190 12,549 Other 7,669 8,227 $ 47,719 $ 39,658 As of October 31, 2016 and July 31, 2016, the Company had accrued pricing liabilities of approximately $18.9 million for both periods. As previously reported by the Company, several adjustments were made to its historic financial statements for periods ending on or before January 31, 2012, the most significant of which related to the treatment of vendor rebates in its pricing policies. Where the retention of a rebate or a mark-up was determined to have been inconsistent with a client contract (collectively referred to as “pricing adjustments”), the Company concluded that these amounts were not properly recorded as revenue. Accordingly, revenue was reduced by an equivalent amount for the period that the rebate was estimated to have affected. A corresponding liability for the same amount was recorded in that period (referred to as accrued pricing liabilities). The Company believes that it may not ultimately be required to pay all of the accrued pricing liabilities, due in part to the nature of the interactions with its clients. The remaining accrued pricing liabilities at October 31, 2016 will be derecognized when there is sufficient information for the Company to conclude that such liabilities have been extinguished, which may occur through payment, legal release, or other legal or factual determination. |
RESTRUCTURING, NET
RESTRUCTURING, NET | 3 Months Ended |
Oct. 31, 2016 | |
RESTRUCTURING, NET | (7) RESTRUCTURING, NET Restructuring and other costs for the three months ended October 31, 2016 primarily included continuing charges for personnel reductions and facility consolidations in an effort to streamline operations across our global supply chain operations. It is expected that the payments of employee-related charges will be substantially completed during the fiscal year ended July 31, 2017. The remaining contractual obligations primarily relate to facility lease obligations for vacant space resulting from the previous restructuring activities of the Company. The Company anticipates that these contractual obligations will be substantially fulfilled by the end of December 2017. The $1.4 million restructuring charge recorded during the three months ended October 31, 2016 primarily consisted of $0.2 million, $0.4 million and $0.5 million of employee-related costs in the Americas, Asia and Europe, respectively, related to the workforce reduction of 50 employees in our global supply chain. Of this amount, $0.3 million related to contractual obligations. The $1.0 million restructuring charge recorded during the three months ended October 31, 2015 primarily consisted of $0.8 million and $0.3 million employee-related costs in the Americas and Asia, respectively, related to the workforce reduction of 55 employees in our global supply chain. The following tables summarize the activities related to the restructuring accrual by expense category and by reportable segment for the three months ended October 31, 2016: Employee Related Contractual Expenses Obligations Total (In thousands) Accrued restructuring balance at July 31, 2016 $ 2,074 $ 955 $ 3,029 Restructuring charges 1,101 286 1,387 Restructuring adjustments (10 ) (3 ) (13 ) Cash paid (1,803 ) (883 ) (2,686 ) Non-cash adjustments (4 ) — (4 ) Accrued restructuring balance at October 31, 2016 $ 1,358 $ 355 $ 1,713 Consolidated Americas Asia Europe e-Business Total (In thousands) Accrued restructuring balance at July 31, 2016 $ 862 $ 894 $ 398 $ 875 $ 3,029 Restructuring charges 287 513 539 48 1,387 Restructuring adjustments 10 (4 ) 2 (21 ) (13 ) Cash paid (580 ) (995 ) (564 ) (547 ) (2,686 ) Non-cash adjustments — (2 ) (2 ) — (4 ) Accrued restructuring balance at October 31, 2016 $ 579 $ 406 $ 373 $ 355 $ 1,713 The net restructuring charges for the three months ended October 31, 2016 and 2015 would have been allocated as follows had the Company recorded the expense and adjustments within the functional department of the restructured activities: Three Months Ended October 31, 2016 2015 (In thousands) Cost of revenue $ 581 $ 815 Selling, general and administrative 793 192 $ 1,374 $ 1,007 |
DEBT
DEBT | 3 Months Ended |
Oct. 31, 2016 | |
DEBT | (8) DEBT Notes Payable On March 18, 2014, the Company entered into an indenture (the “Indenture”) with Wells Fargo Bank, National Association, as trustee, relating to the Company’s issuance of $100 million of 5.25% Convertible Senior Notes (the “Notes”). The Notes bear interest at the rate of 5.25% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2014. The Notes will mature on March 1, 2019, unless earlier repurchased by the Company or converted by the holder in accordance with their terms prior to such maturity date. Holders of the Notes may convert all or any portion of their notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business or the business day immediately preceding the maturity date. Each $1,000 of principal of the Notes will initially be convertible into 166.2593 shares of our common stock, which is equivalent to an initial conversion price of approximately $6.01 per share, subject to adjustment upon the occurrence of certain events, or, if the Company obtains the required consent from its stockholders, into shares of the Company’s common stock, cash or a combination of cash and shares of its common stock, at the Company’s election. If the Company has received stockholder approval, and it elects to settle conversions through the payment of cash or payment or delivery of a combination of cash and shares, the Company’s conversion obligation will be based on the volume weighted average prices (“VWAP”) of its common stock for each VWAP trading day in a 40 VWAP trading day observation period. The Notes and any of the shares of common stock issuable upon conversion have not been registered. As of October 31, 2016, the if-converted value of the Notes did not exceed the principal value of the Notes. Holders will have the right to require the Company to repurchase their Notes, at a repurchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, upon the occurrence of certain fundamental changes, subject to certain conditions. No fundamental changes occurred during the quarter ended October 31, 2016. The Company may not redeem the Notes prior to the mandatory date, and no sinking fund is provided for the Notes. The Company will have the right to elect to cause the mandatory conversion of the Notes in whole, and not in part, at any time on or after March 6, 2017, if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company notifies holders of its election to mandatorily convert the Notes, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company notifies holders of its election to mandatorily convert the notes. Per the Indenture, if the Notes are assigned a restricted CUSIP or the Notes are not otherwise freely tradable by holders at any time during the three months immediately preceding as of the 365th day after the last date of original issuance of the Notes, the Company shall pay additional interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed. The restrictive legend was removed on August 26, 2015 and, as such, the Company paid $0.2 million in additional interest associated with this restriction. The Company has valued the debt using similar nonconvertible debt as of the original issuance date of the Notes and bifurcated the conversion option associated with the Notes from the host debt instrument and recorded the conversion option of $28.1 million in stockholders’ equity prior to the allocation of debt issuance costs. The initial value of the equity component, which reflects the equity conversion feature, is equal to the initial debt discount. The resulting debt discount on the Notes is being accreted to interest expense at the effective interest rate over the estimated life of the Notes. The equity component is included in the additional paid-in-capital portion of stockholders’ equity on the Company’s consolidated balance sheet. In addition, the debt issuance costs of $3.4 million are allocated between the liability and equity components in proportion to the allocation of the proceeds. During the first quarter of fiscal year 2017, the Company adopted ASU No. 2015-07. As such, the issuance costs allocated to the liability component ($2.5 million) are capitalized as a reduction of the principal amount of the Notes payable on the Company’s balance sheet and amortized, using the effective-interest method, as additional interest expense over the term of the Notes. The issuance costs allocated to the equity component is recorded as a reduction to additional paid-in capital. During the quarter ended April 30, 2016, the Company purchased $0.5 million in face value of the Notes in the open market at a purchase price of $0.4 million. During the quarter ended July 31, 2016, the Company purchased $2.0 million in face value of the Notes in the open market at a purchase price of $1.4 million. On July 21, 2016, the Company entered into an agreement with Highbridge International LLC and Highbridge Tactical Credit & Convertibles Master Fund, L.P. (together “Highbridge”) for the repurchase $27.9 million in face value of the Notes. The consideration paid to Highbridge included 2.7 million in newly issued shares of the Company’s common stock, par value $0.01 per share, a cash payment of $18.5 million and a cash payment in the amount of the unpaid interest ($0.6 million). The transaction was executed in a private transaction and closed on July 27, 2016. The Notes were cancelled following closing. The fair value of the Company’s Notes payable, calculated as of the closing price of the traded securities, was $57.1 million and $51.0 million as of October 31, 2016 and July 31, 2016, respectively. This value does not represent the settlement value of these long-term debt liabilities to the Company. The fair value of the Notes payable could vary each period based on fluctuations in market interest rates, as well as changes to our credit ratings. The Notes payable are traded and their fair values are based upon traded prices as of the reporting dates. As of October 31, 2016 and July 31, 2016, the net carrying value of the Notes was $58.2 million and $57.2 million, respectively. October 31, July 31, 2016 2016 (In thousands) Carrying amount of equity component (net of allocated debt issuance costs) $ 27,099 $ 27,099 Principal amount of Notes $ 69,625 $ 69,625 Unamortized debt discount (10,502 ) (11,443 ) Unamortized debt issuance costs (930 ) (1,013 ) Net carrying amount $ 58,193 $ 57,169 As of October 31, 2016, the remaining period over which the unamortized discount will be amortized is 28 months. Three Months Ended October 31, 2016 2015 (In thousands) Interest expense related to contractual interest coupon $ 935 $ 1,323 Interest expense related to accretion of the discount 941 1,215 Interest expense related to debt issuance costs 83 108 $ 1,959 $ 2,646 During the three months ended October 31, 2016 and 2015, we recognized interest expense of $2.0 million and $2.6 million, respectively, related to the Notes. The effective interest rate on the Notes, including amortization of debt issuance costs and accretion of the discount, is 13.9%. The notes bear interest of 5.25%. PNC Bank Credit Facility On June 30, 2014, two direct and wholly owned subsidiaries of the Company (the “Borrowers”) entered into a revolving credit and security agreement (as amended, the “Credit Agreement”), as borrowers and guarantors, with PNC Bank and National Association, as lender and as agent, respectively. The Credit Agreement has a five (5) year term which expires on June 30, 2019. It includes a maximum credit commitment of $50.0 million, is available for letters of credit (with a sublimit of $5.0 million) and has a $20.0 million uncommitted accordion feature. The actual maximum credit available under the Credit Agreement varies from time to time and is determined by calculating the applicable borrowing base, which is based upon applicable percentages of the values of eligible accounts receivable and eligible inventory minus reserves determined by the Agent (including other reserves that the Agent may establish from time to time in its permitted discretion), all as specified in the Credit Agreement. Generally, borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the Borrowers’ option, either (a) LIBOR (adjusted to reflect any required bank reserves) for an interest period equal to one, two or three months (as selected by the Borrowers) plus a margin of 2.25% per annum or (b) a base rate determined by reference to the highest of (1) the base commercial lending rate publicly announced from time to time by PNC Bank, National Association, (2) the sum of the Federal Funds Open Rate in effect on such day plus one half of one percent (0.5%) per annum, or (3) the LIBOR rate (adjusted to reflect any required bank reserves) in effect on such day plus 1.00% per annum. In addition to paying interest on outstanding principal under the Credit Agreement, the Borrowers are required to pay a commitment fee, in respect of the unutilized commitments thereunder, of 0.25% per annum, paid quarterly in arrears. The Borrowers are also required to pay a customary letter of credit fee equal to the applicable margin on revolving credit LIBOR loans and fronting fees. Obligations under the Credit Agreement are guaranteed by the Borrowers’ existing and future direct and indirect wholly-owned domestic subsidiaries, subject to certain limited exceptions; and the Credit Agreement is secured by security interests in substantially all the Borrowers’ assets and the assets of each subsidiary guarantor, whether owned as of the closing or thereafter acquired, including a pledge of 100.0% of the equity interests of each subsidiary guarantor that is a domestic entity (subject to certain limited exceptions) and 65.0% of the voting equity interests of any direct first tier foreign entity owned by either Borrower or by a subsidiary guarantor. The Company is not a borrower or a guarantor under the Credit Agreement. The Credit Agreement contains certain customary negative covenants, which include limitations on mergers and acquisitions, the sale of assets, liens, guarantees, investments, loans, capital expenditures, dividends, indebtedness, changes in the nature of business, transactions with affiliates, the creation of subsidiaries, changes in fiscal year and accounting practices, changes to governing documents, compliance with certain statutes, and prepayments of certain indebtedness. The Credit Agreement also contains certain customary affirmative covenants (including periodic reporting obligations) and events of default, including upon a change of control. The Credit Agreement requires compliance with certain financial covenants providing for maintenance of specified liquidity, maintenance of a minimum fixed charge coverage ratio and/or maintenance of a maximum leverage ratio following the occurrence of certain events and/or prior to taking certain actions, all as more fully described in the Credit Agreement. The Company believes that the Credit Agreement provides greater financial flexibility to the Company and the Borrowers and may enhance their ability to consummate one or several larger and/or more attractive acquisitions and should provide our clients and/or potential clients with greater confidence in the Company’s and the Borrowers’ liquidity. During the three months ended October 31, 2016, the Company did not meet the criteria that would cause its financial covenants to be applicable. As of October 31, 2016, the Company had $5.0 million outstanding on the PNC Bank credit facility. As of July 31, 2016, the Company did not have any balance outstanding on the PNC Bank credit facility. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Oct. 31, 2016 | |
CONTINGENCIES | (9) CONTINGENCIES On June 8, 2015, Sean Peters, a former employee filed a complaint (the “Complaint”) against ModusLink Corporation in Superior Court of California asserting claims, among other things, for failure to pay wages, breach of contract, wrongful retaliation and termination, fraud, violations of California Business and Professions Code Section 17200, et seq., and civil penalties pursuant to California Labor Code Sections and pursuant to the California Private Attorney General Act, seeking over $1.0 million in damages, attorneys’ fees and costs and penalties. ModusLink filed an Answer to the Complaint making a general denial and asserting various affirmative defenses. The parties are currently engaged in discovery. Although there can be no assurance as to the ultimate outcome, ModusLink believes it has meritorious defenses and intends to defend the allegations vigorously. |
OTHER GAINS (LOSSES), NET
OTHER GAINS (LOSSES), NET | 3 Months Ended |
Oct. 31, 2016 | |
OTHER GAINS (LOSSES), NET | (10) OTHER GAINS (LOSSES), NET The following table reflects the components of “Other gains (losses), net”: Three Months Ended October 31, 2016 2015 (In thousands) Foreign currency exchange gain (losses) $ 397 $ (574 ) Gains (losses) on Trading Securities (917 ) (9,463 ) Other, net 32 366 $ (488 ) $ (9,671 ) The Company recorded foreign exchange gains of approximately $0.4 million during the three months ended October 31, 2016. For the three months ended October 31, 2016, the net gains primarily related to realized and unrealized gains (losses) from foreign currency exposures and settled transactions of approximately $0.7 million and $(0.2) million in the Corporate and Europe, respectively. The Company recorded foreign exchange losses of approximately $0.6 million during the three months ended October 31, 2015. For the three months ended October 31, 2015, the net gains primarily related to realized and unrealized losses from foreign currency exposures and settled transactions of approximately $0.6 million and $0.3 million in Asia and Europe, respectively. During the three months ended October 31, 2016 and 2015, the Company recognized $0.9 million and $13.8 million in net non-cash losses, respectively, associated with its Trading Securities. During the three months ended October 31, 2015, the Company recognized $4.3 million in net cash gains associated with its Trading Securities. In addition to this, during the three months ended October 31, 2015, the Company recognized $0.3 in net gains associated with short-term foreign currency contracts. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Oct. 31, 2016 | |
INCOME TAXES | (11) INCOME TAXES The Company operates in multiple taxing jurisdictions, both within and outside of the United States. For the three months ended October 31, 2016, the Company was profitable in certain jurisdictions, resulting in an income tax expense using enacted rates in those jurisdictions. As of October 31, 2016 and July 31, 2016, the total amount of the liability for unrecognized tax benefits related to federal, state and foreign taxes was approximately $0.7 and $1.2 million, respectively. Uncertain Tax Positions In accordance with the Company’s accounting policy, interest related to unrecognized tax benefits is included in the provision of income taxes line of the Consolidated Statements of Operations. As of October 31, 2016 and July 31, 2016, the liabilities for interest expense related to uncertain tax positions were immaterial. The Company did not accrue for penalties related to income tax positions as there were no income tax positions that required the Company to accrue penalties. The Company does not expect any unrecognized tax benefits to reverse in the next twelve months. The Company is subject to U.S. federal income tax and various state, local and international income taxes in numerous jurisdictions. The federal and state tax returns are generally subject to tax examinations for the tax years ended July 31, 2012 through July 31, 2016. To the extent the Company has tax attribute carryforwards, the tax year in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. In addition, a number of tax years remain subject to examination by the appropriate government agencies for certain countries in the Europe and Asia regions. In Europe, the Company’s 2009 through 2016 tax years remain subject to examination in most locations, while the Company’s 2005 through 2016 tax years remain subject to examination in most Asia locations. Net Operating Loss The Company has certain deferred tax benefits, including those generated by net operating losses and certain other tax attributes (collectively, the “Tax Benefits”). The Company’s ability to use these Tax Benefits could be substantially limited if it were to experience an “ownership change,” as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In general, an ownership change would occur if there is a greater than 50-percentage point change in ownership of securities by stockholders owning (or deemed to own under Section 382 of the Code) five percent or more of a corporation’s securities over a rolling three-year period. Tax Benefit Preservation Plan On October 17, 2011, the Company’s Board of Directors adopted a Tax Benefit Preservation Plan between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (as amended from time to time, the “Tax Plan”). The Tax Plan reduces the likelihood that changes in the Company’s investor base would have the unintended effect of limiting the Company’s use of its Tax Benefits. The Tax Plan is intended to require any person acquiring shares of the Company’s securities equal to or exceeding 4.99% of the Company’s outstanding shares to obtain the approval of the Board of Directors. This would protect the Tax Benefits because changes in ownership by a person owning less than 4.99% of the Company’s stock are considered and included in one or more public groups in the calculation of “ownership change” for purposes of Section 382 of the Code. On October 9, 2014, the Tax Plan was amended by our Board of Directors to extend the expiration of the Tax Plan until October 17, 2017. Following the stockholders’ approval of the Protective Amendment (as described below) at the Company’s 2014 Annual Meeting, the Tax Plan was further amended so that it expired at the close of business on December 31, 2014. Protective Amendment On December 29, 2014, the Company filed an Amendment to its Restated Certificate of Incorporation (the “Protective Amendment”) with the Delaware Secretary of State to protect the significant potential long-term tax benefits presented by its net operating losses and other tax benefits (collectively, the “NOLs”). The Protective Amendment was approved by the Company’s stockholders at the Company’s 2014 Annual Meeting of Stockholders held on December 9, 2014. As a result of the filing of the Protective Amendment with the Delaware Secretary of State, the Company amended its Tax Benefit Preservation Plan so that it expired at the close of business on December 31, 2014. The Protective Amendment limits certain transfers of the Company’s common stock, to assist the Company in protecting the long-term value of its accumulated NOLs. The Protective Amendment’s transfer restrictions generally restrict any direct or indirect transfers of the common stock if the effect would be to increase the direct or indirect ownership of the common stock by any person (as defined in the Protective Amendment) from less than 4.99% to 4.99% or more of the common stock, or increase the percentage of the common stock owned directly or indirectly by a Person owning or deemed to own 4.99% or more of the common stock. Any direct or indirect transfer attempted in violation of the Protective Amendment will be void as of the date of the prohibited transfer as to the purported transferee. The Board of Directors of the Company has discretion to grant waivers to permit transfers otherwise restricted by the Protective Amendment. In accordance with the Protective Amendment, Handy & Harman (“HNH”), a related party, requested, and the Company granted HNH and its affiliates, a waiver under the Protective Amendment to permit their acquisition of up to 45% of the Company’s outstanding shares of common stock in the aggregate (subject to proportionate adjustment, the “45% Cap”), in addition to acquisitions of common stock in connection with the exercise of certain warrants of the Company (the “Warrants”) held by Steel Partners Holdings L.P. (“SPH”), an affiliate of HNH, as well as a limited waiver under Section 203 of the Delaware General Corporation Law for this purpose. Notwithstanding the foregoing, HNH and its affiliates (and any group of which HNH or any of its affiliates is a member) are not permitted to acquire securities that would result in an “ownership change” of the Company for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, that would have the effect of impairing any of the Company’s NOLs. The foregoing waiver was approved by the independent directors of the Company. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Oct. 31, 2016 | |
EARNINGS PER SHARE | (12) EARNINGS PER SHARE The Company calculates earnings per share in accordance with ASC Topic 260, “Earnings per Share.” The following table reconciles earnings per share for the three months ended October 31, 2016 and 2015: Three Months Ended October 31, 2016 2015 (In thousands, except Net loss $ (8,543 ) $ (14,773 ) Weighted average common shares outstanding 54,991 51,766 Weighted average common equivalent shares arising from dilutive stock options and restricted stock — — Weighted average number of common and potential common shares 54,991 51,766 Basic and diluted net loss per share $ (0.16 ) $ (0.29 ) Basic earnings per common share is calculated using the weighted-average number of common shares outstanding during the period. Diluted earnings per common share, if any, gives effect to diluted stock options (calculated based on the treasury stock method), non-vested restricted stock shares purchased under the employee stock purchase plan and shares issuable upon debt conversion (calculated using an as-if converted method). For the three months ended October 31, 2016 and 2015, approximately 14.9 million and 21.7 million, respectively, common stock equivalent shares were excluded from the denominator in the calculation of diluted earnings per share as their inclusion would have been antidilutive. |
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS | 3 Months Ended |
Oct. 31, 2016 | |
SHARE-BASED PAYMENTS | (13) SHARE-BASED PAYMENTS The following table summarizes share-based compensation expense related to employee stock options, employee stock purchases and non-vested shares for the three months ended October 31, 2016 and 2015, which was allocated as follows: Three Months Ended October 31, 2016 2015 (In thousands) Cost of revenue $ 16 $ 31 Selling, general and administrative 176 425 $ 192 $ 456 At October 31, 2016, there was approximately $0.2 million of total unrecognized compensation cost related to Stock Options issued under the Company’s plans. At October 31, 2016, there was approximately $0.1 million of total unrecognized compensation cost related to non-vested share-based compensation awards under the Company’s plans. |
COMPREHENSIVE INCOME (LOSS)
COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Oct. 31, 2016 | |
COMPREHENSIVE INCOME (LOSS) | (14) COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) combines net income (loss) and other comprehensive items. Other comprehensive items represent certain amounts that are reported as components of stockholder’s equity in the accompanying condensed consolidated balance sheets. Accumulated other comprehensive items consist of the following: Foreign Pension Unrealized Total (In thousands) Accumulated other comprehensive income (loss) at July 31, 2016 $ 6,131 $ (4,206 ) $ 94 $ 2,019 Foreign currency translation adjustment (1,269 ) — — (1,269 ) Pension liability adjustments — 397 — 397 Net unrealized holding gain on securities — — 10 10 Net current-period other comprehensive income (loss) (1,269 ) 397 10 (862 ) Accumulated other comprehensive income (loss) at October 31, 2016 $ 4,862 $ (3,809 ) $ 104 $ 1,157 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Oct. 31, 2016 | |
SEGMENT INFORMATION | (15) SEGMENT INFORMATION The Company has four operating segments: Americas; Asia; Europe; and e-Business. Based on the information provided to the Company’s chief operating decision-maker (“CODM”) for purposes of making decisions about allocating resources and assessing performance and quantitative thresholds, the Company has determined that it has four reportable segments: Americas, Asia, Europe and e-Business. During the prior year, the Company had determined that it had three reportable segments: Americas; Asia; and Europe. e-Business was reported as a part of the All Other category in the prior year. The Company also has Corporate-level activity, which consists primarily of costs associated with certain corporate administrative functions such as legal, finance and public reporting costs, which are not allocated to the Company’s reportable segments. The Corporate-level balance sheet information includes cash and cash equivalents, trading securities, investments in affiliates, notes payables and other assets and liabilities which are not identifiable to the operations of the Company’s operating segments. All significant intra-segment amounts have been eliminated. The Company has recently had personnel reductions and facility consolidations, and is undergoing operational changes. Therefore, in the future, as the Company evolves, adjustments may be made as to how the Company allocates resources and analyzes performance, which can result in a change to these segments. Summarized financial information of the Company’s continuing operations by operating segment is as follows: Three Months Ended October 31, 2016 2015 (In thousands) Net revenue: Americas $ 25,878 $ 33,211 Asia 42,873 53,931 Europe 45,181 44,743 e-Business 7,395 9,204 $ 121,327 $ 141,089 Operating income (loss): Americas $ (3,856 ) $ (3,086 ) Asia 1,777 3,371 Europe (2,591 ) 207 e-Business 344 (504 ) Total Segment operating income (loss) (4,326 ) (12 ) Corporate-level activity (1,316 ) (1,557 ) Total operating loss (5,642 ) (1,569 ) Total other expense 2,352 12,354 Loss before income taxes $ (7,994 ) $ (13,923 ) October 31, July 31, 2016 2016 (In thousands) Total assets: Americas $ 30,451 $ 28,280 Asia 89,797 89,242 Europe 75,156 75,952 e-Business 32,235 22,884 Sub-total - segment assets 227,639 216,358 Corporate 117,544 131,574 $ 345,183 $ 347,932 Summarized financial information of the Company’s net revenue from external customers by group of services is as follows: Three Months Ended October 31, 2016 2015 (In thousands) Supply chain services $ 113,932 $ 131,885 e-Business services 7,395 9,204 $ 121,327 $ 141,089 As of October 31, 2016, approximately $11.6 million, $3.6 million, $3.4 million and $2.8 million of the Company’s long-lived assets were located in the U.S.A., Netherlands, Ireland and China, respectively. As of July 31, 2016, approximately $12.3 million, $3.0 million, $3.5 million and $3.0 million of the Company’s long-lived assets were located in the U.S.A., Netherlands, Ireland and China, respectively. For the three months ended October 31, 2016, the Company’s net revenues within U.S.A., China, Netherlands and Czech Republic were $26.9 million, $36.2 million, $16.9 million and $26.3 million, respectively. For the three months ended October 31, 2015, the Company’s net revenues within U.S.A., China, Netherlands and Czech Republic were $35.1 million, $37.5 million, $20.7 million and $22.3 million, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Oct. 31, 2016 | |
RELATED PARTY TRANSACTIONS | (16) RELATED PARTY TRANSACTIONS On December 24, 2014, the Company entered into a Management Services Agreement with SP Corporate Services LLC (“SP Corporate”), effective as of January 1, 2015 (as amended, the “Management Services Agreement”). SP Corporate is an indirect wholly owned subsidiary of Steel Partners Holdings L.P. (“Steel Holdings”) and is a related party. Pursuant to the Management Services Agreement, SP Corporate provided the Company and its subsidiaries with the services of certain employees, including certain executive officers, and other corporate services. The Management Services Agreement had an initial term of six months. On June 30, 2015, the Company entered into an amendment that extended the term of the Management Services Agreement to December 31, 2015 and provided for automatic renewal for successive one year periods, unless and until terminated.in accordance with the terms set forth therein, which include, under certain circumstances, the payment by the Company of certain termination fees to SP Corporate. On March 10, 2016, the Company entered into a Second Amendment to the Management Services Agreement with SPH Services, Inc. (“SPH Services”) pursuant to which SPH Services assumed rights and responsibilities of SP Corporate and the services provided by SPH Services to the Company were modified pursuant to the terms of the amendment. SPH Services is the parent of SP Corporate and an affiliate of SPH Group Holdings LLC. Also on March 10, 2016, the Company entered into a Transfer Agreement with SPH Services pursuant to which the parties agreed to transfer to the Company certain individuals who provide corporate services to the Company. Under the Management Services Agreement, the Company pays a fixed monthly fee of $175,000 in consideration for the services and incremental costs as incurred. The fees payable under the Management Services Agreement are subject to review and such adjustments as may be agreed upon by the parties. Total expenses incurred related to the Management Services Agreement for the three months ended October 31, 2016 and 2015 were $0.5 million and $0.5 million, respectively. As of October 31, 2016, no amounts were due to SPH Services. As of July 31, 2016, amounts due to SP Corporate SPH Services were $0.5 million. The Related Party Transactions Committee of the Board (the “Related Party Transactions Committee”) approved the entry into the Management Services Agreement (and the amendment thereto) and the Transfer Agreement. The Related Party Transactions Committee held the responsibility to review, approve and ratify related party transactions from November 20, 2014, until October 11, 2016. On October 11, 2016, the Board adopted a Related Person Transaction Policy that is administered by the Audit Committee and applies to all related party transactions. As of October 11, 2016, the Audit Committee of the Board reviews all related party transactions on an ongoing basis and all such transactions must be approved or ratified by the Audit Committee. Mutual Securities, Inc. (“Mutual Securities”) serves as the broker and record-keeper for all the transactions associated with the Trading Securities. An officer of SP Corporate and of the General Partner of Steel Partners Holdings L.P., is a registered principal of Mutual Securities. Commissions charged by Mutual Securities are generally commensurate with commissions charged by other institutional brokers, and the Company believes its use of Mutual Securities is consistent with its desire to obtain best price and execution. During the three months ended October 31, 2016, Mutual Securities received an immaterial amount in commissions associated with these transactions. |
FAIR VALUE MEASUREMENT OF ASSET
FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES | 3 Months Ended |
Oct. 31, 2016 | |
FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES | (17) FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES ASC Topic 820 provides that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC Topic 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs Level 3: Unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants would price the assets or liabilities The carrying value of cash and cash equivalents, accounts receivable, accounts payable, current liabilities and the revolving line of credit approximate fair value because of the short maturity of these instruments. The carrying value of capital lease obligations approximates fair value, as estimated by using discounted future cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The fair values of the Company’s Trading Securities are estimated using quoted market prices. The Company values foreign exchange forward contracts using observable inputs which primarily consist of an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount. The defined benefit plans have 100% of their assets invested in bank-managed portfolios of debt securities and other assets. Conservation of capital with some conservative growth potential is the strategy for the plans. The Company’s pension plans are outside the United States, where asset allocation decisions are typically made by an independent board of trustees. Investment objectives are aligned to generate returns that will enable the plans to meet their future obligations. The Company acts in a consulting and governance role in reviewing investment strategy and providing a recommended list of investment managers for each plan, with final decisions on asset allocation and investment manager made by local trustees. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The following tables presents the Company’s financial assets measured at fair value on a recurring basis as of October 31, 2016 and July 31, 2016, classified by fair value hierarchy: Fair Value Measurements at Reporting Date Using (In thousands) October 31, 2016 Level 1 Level 2 Level 3 Assets: Marketable equity securities $ 3,225 $ 3,225 $ — $ — Marketable corporate bonds 11,718 11,718 — — Money market funds 92,066 92,066 — — Fair Value Measurements at Reporting Date Using (In thousands) July 31, 2016 Level 1 Level 2 Level 3 Assets: Marketable equity securities $ 4,209 $ 4,209 $ — $ — Marketable corporate bonds 12,559 12,559 — — Money market funds 101,224 101,224 — — There were no transfers between Levels 1, 2 or 3 during any of the periods presented. When available, quoted prices were used to determine fair value. When quoted prices in active markets were available, investments were classified within Level 1 of the fair value hierarchy. When quoted prices in active markets were not available, fair values were determined using pricing models, and the inputs to those pricing models were based on observable market inputs. The inputs to the pricing models were typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads and benchmark securities, among others. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The Company’s only significant assets or liabilities measured at fair value on a nonrecurring basis subsequent to their initial recognition were the Company’s Ventures investments, goodwill and certain assets subject to long-lived asset impairment. The Company reviews the carrying amounts of these assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company also performs an impairment evaluation of goodwill on an annual basis. An impairment loss is recognized when the carrying amount of the asset group or reporting unit is not recoverable and exceeds its fair value. The Company estimated the fair values of assets subject to impairment based on the Company’s own judgments about the assumptions that market participants would use in pricing the assets and on observable market data, when available. The Company uses the income approach when determining the fair value of its reporting units. Fair Value of Financial Instruments The Company’s financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable and long-term debt and are reflected in the financial statements at cost. With the exception of long-term debt, cost approximates fair value for these items due to their short-term nature. Included in trading securities in the accompanying balance sheet are marketable equity securities and marketable corporate bonds. These instruments are valued at quoted market prices in active markets. Included in cash and cash equivalents in the accompanying balance sheet are money market funds. These are valued at quoted market prices in active markets. The following table presents the Company’s debt not carried at fair value: October 31, 2016 July 31, 2016 Carrying Fair Value Carrying Fair Value Fair Value (In thousands) Notes payable $ 58,193 $ 57,093 $ 57,169 $ 50,957 Level 1 The fair value of our Notes payable represents the value at which our lenders could trade our debt within the financial markets, and does not represent the settlement value of these long-term debt liabilities to us. The fair value of the Notes payable could vary each period based on fluctuations in market interest rates, as well as changes to our credit ratings. The Notes payable are traded and their fair values are based upon traded prices as of the reporting dates. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Components of Inventories | Inventories consisted of the following: October 31, July 31, 2016 2016 (In thousands) Raw materials $ 32,457 $ 28,506 Work-in-process 826 590 Finished goods 13,083 11,174 $ 46,366 $ 40,270 |
ACCRUED EXPENSES AND OTHER CU25
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Components of Accrued Expenses | October 31, July 31, 2016 2016 (In thousands) Accrued taxes $ 2,863 $ 3,068 Accrued compensation 8,756 9,590 Accrued interest 388 1,346 Accrued audit, tax and legal 2,370 2,544 Accrued contract labor 5,820 2,966 Accrued other 22,209 18,226 $ 42,406 $ 37,740 |
Components of Other Current Liabilities | October 31, July 31, 2016 2016 (In thousands) Accrued pricing liabilities $ 18,882 $ 18,882 Line of credit liability 4,978 — Funds held for clients 16,190 12,549 Other 7,669 8,227 $ 47,719 $ 39,658 |
RESTRUCTURING, NET (Tables)
RESTRUCTURING, NET (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Summary of Restructuring Accrual by Expense Category and by Reportable Segment | The following tables summarize the activities related to the restructuring accrual by expense category and by reportable segment for the three months ended October 31, 2016: Employee Related Contractual Expenses Obligations Total (In thousands) Accrued restructuring balance at July 31, 2016 $ 2,074 $ 955 $ 3,029 Restructuring charges 1,101 286 1,387 Restructuring adjustments (10 ) (3 ) (13 ) Cash paid (1,803 ) (883 ) (2,686 ) Non-cash adjustments (4 ) — (4 ) Accrued restructuring balance at October 31, 2016 $ 1,358 $ 355 $ 1,713 Consolidated Americas Asia Europe e-Business Total (In thousands) Accrued restructuring balance at July 31, 2016 $ 862 $ 894 $ 398 $ 875 $ 3,029 Restructuring charges 287 513 539 48 1,387 Restructuring adjustments 10 (4 ) 2 (21 ) (13 ) Cash paid (580 ) (995 ) (564 ) (547 ) (2,686 ) Non-cash adjustments — (2 ) (2 ) — (4 ) Accrued restructuring balance at October 31, 2016 $ 579 $ 406 $ 373 $ 355 $ 1,713 |
Net Restructuring Charges | The net restructuring charges for the three months ended October 31, 2016 and 2015 would have been allocated as follows had the Company recorded the expense and adjustments within the functional department of the restructured activities: Three Months Ended October 31, 2016 2015 (In thousands) Cost of revenue $ 581 $ 815 Selling, general and administrative 793 192 $ 1,374 $ 1,007 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Net Carrying Value of the Notes | October 31, July 31, 2016 2016 (In thousands) Carrying amount of equity component (net of allocated debt issuance costs) $ 27,099 $ 27,099 Principal amount of Notes $ 69,625 $ 69,625 Unamortized debt discount (10,502 ) (11,443 ) Unamortized debt issuance costs (930 ) (1,013 ) Net carrying amount $ 58,193 $ 57,169 |
Summary of Interest Expense Related to Convertible Notes | Three Months Ended October 31, 2016 2015 (In thousands) Interest expense related to contractual interest coupon $ 935 $ 1,323 Interest expense related to accretion of the discount 941 1,215 Interest expense related to debt issuance costs 83 108 $ 1,959 $ 2,646 |
OTHER GAINS (LOSSES), NET (Tabl
OTHER GAINS (LOSSES), NET (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Components of Other Gains (Losses), Net | The following table reflects the components of “Other gains (losses), net”: Three Months Ended October 31, 2016 2015 (In thousands) Foreign currency exchange gain (losses) $ 397 $ (574 ) Gains (losses) on Trading Securities (917 ) (9,463 ) Other, net 32 366 $ (488 ) $ (9,671 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Reconciliation of Earnings Per Share | The following table reconciles earnings per share for the three months ended October 31, 2016 and 2015: Three Months Ended October 31, 2016 2015 (In thousands, except Net loss $ (8,543 ) $ (14,773 ) Weighted average common shares outstanding 54,991 51,766 Weighted average common equivalent shares arising from dilutive stock options and restricted stock — — Weighted average number of common and potential common shares 54,991 51,766 Basic and diluted net loss per share $ (0.16 ) $ (0.29 ) |
SHARE-BASED PAYMENTS (Tables)
SHARE-BASED PAYMENTS (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Summary of Share-Based Compensation Expense Related to Employee Stock Options, Employee Stock Purchases and Nonvested Shares | The following table summarizes share-based compensation expense related to employee stock options, employee stock purchases and non-vested shares for the three months ended October 31, 2016 and 2015, which was allocated as follows: Three Months Ended October 31, 2016 2015 (In thousands) Cost of revenue $ 16 $ 31 Selling, general and administrative 176 425 $ 192 $ 456 |
COMPREHENSIVE INCOME (LOSS) (Ta
COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Accumulated Other Comprehensive Items | Accumulated other comprehensive items consist of the following: Foreign Pension Unrealized Total (In thousands) Accumulated other comprehensive income (loss) at July 31, 2016 $ 6,131 $ (4,206 ) $ 94 $ 2,019 Foreign currency translation adjustment (1,269 ) — — (1,269 ) Pension liability adjustments — 397 — 397 Net unrealized holding gain on securities — — 10 10 Net current-period other comprehensive income (loss) (1,269 ) 397 10 (862 ) Accumulated other comprehensive income (loss) at October 31, 2016 $ 4,862 $ (3,809 ) $ 104 $ 1,157 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Summarized Financial Information of Continuing Operations by Operating Segment and Corporate-Level Activity | Summarized financial information of the Company’s continuing operations by operating segment is as follows: Three Months Ended October 31, 2016 2015 (In thousands) Net revenue: Americas $ 25,878 $ 33,211 Asia 42,873 53,931 Europe 45,181 44,743 e-Business 7,395 9,204 $ 121,327 $ 141,089 Operating income (loss): Americas $ (3,856 ) $ (3,086 ) Asia 1,777 3,371 Europe (2,591 ) 207 e-Business 344 (504 ) Total Segment operating income (loss) (4,326 ) (12 ) Corporate-level activity (1,316 ) (1,557 ) Total operating loss (5,642 ) (1,569 ) Total other expense 2,352 12,354 Loss before income taxes $ (7,994 ) $ (13,923 ) |
Total Assets of Continuing Operations | October 31, July 31, 2016 2016 (In thousands) Total assets: Americas $ 30,451 $ 28,280 Asia 89,797 89,242 Europe 75,156 75,952 e-Business 32,235 22,884 Sub-total - segment assets 227,639 216,358 Corporate 117,544 131,574 $ 345,183 $ 347,932 |
Summarized Financial Information of Net Revenue from External Customers by Group of Services | Summarized financial information of the Company’s net revenue from external customers by group of services is as follows: Three Months Ended October 31, 2016 2015 (In thousands) Supply chain services $ 113,932 $ 131,885 e-Business services 7,395 9,204 $ 121,327 $ 141,089 |
FAIR VALUE MEASUREMENT OF ASS33
FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Tables) | 3 Months Ended |
Oct. 31, 2016 | |
Financial Assets Measured at Fair Value on Recurring Basis and Classified by Fair Value Hierarchy | The following tables presents the Company’s financial assets measured at fair value on a recurring basis as of October 31, 2016 and July 31, 2016, classified by fair value hierarchy: Fair Value Measurements at Reporting Date Using (In thousands) October 31, 2016 Level 1 Level 2 Level 3 Assets: Marketable equity securities $ 3,225 $ 3,225 $ — $ — Marketable corporate bonds 11,718 11,718 — — Money market funds 92,066 92,066 — — Fair Value Measurements at Reporting Date Using (In thousands) July 31, 2016 Level 1 Level 2 Level 3 Assets: Marketable equity securities $ 4,209 $ 4,209 $ — $ — Marketable corporate bonds 12,559 12,559 — — Money market funds 101,224 101,224 — — |
Debt not Carried at Fair Value | The following table presents the Company’s debt not carried at fair value: October 31, 2016 July 31, 2016 Carrying Fair Value Carrying Fair Value Fair Value (In thousands) Notes payable $ 58,193 $ 57,093 $ 57,169 $ 50,957 Level 1 |
Components of Inventories (Deta
Components of Inventories (Detail) - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Inventory [Line Items] | ||
Raw materials | $ 32,457 | $ 28,506 |
Work-in-process | 826 | 590 |
Finished goods | 13,083 | 11,174 |
Inventories, net | $ 46,366 | $ 40,270 |
Investments - Additional inform
Investments - Additional information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2016 | |
Investment [Line Items] | |||
Sale (purchase) of trading securities | $ 900 | $ 28,900 | |
Gains (losses) in trading securities | (917) | (9,463) | |
Trading securities | 14,943 | $ 16,768 | |
Convertible Debt Securities | |||
Investment [Line Items] | |||
Trading securities | 11,700 | $ 12,600 | |
Non Cash | |||
Investment [Line Items] | |||
Gains (losses) in trading securities | $ (900) | (13,800) | |
Cash | |||
Investment [Line Items] | |||
Gains (losses) in trading securities | $ 4,300 |
Components of Accrued Expenses
Components of Accrued Expenses (Detail) - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Accrued Expenses [Line Items] | ||
Taxes Payable, Current | $ 2,863 | $ 3,068 |
Employee-related Liabilities, Current | 8,756 | 9,590 |
Interest Payable, Current | 388 | 1,346 |
Accrued Professional Fees, Current | 2,370 | 2,544 |
Accrued Contract Labor, Current | 5,820 | 2,966 |
Other Accrued Liabilities, Current | 22,209 | 18,226 |
Accrued expenses | $ 42,406 | $ 37,740 |
Components of Other Current Lia
Components of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Other Current Liabilities [Line Items] | ||
Accrued pricing liabilities | $ 18,882 | $ 18,882 |
Line of credit liability | 4,978 | |
Funds held for clients | 16,190 | 12,549 |
Other | 7,669 | 8,227 |
Other current liabilities | $ 47,719 | $ 39,658 |
Accrued Expenses and Other Cu38
Accrued Expenses and Other Current Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued pricing liabilities | $ 18,882 | $ 18,882 |
Restructuring, Net - Additional
Restructuring, Net - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016USD ($)Employee | Oct. 31, 2015USD ($)Employee | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 1,387 | $ 1,000 |
Number of workforce reduction | Employee | 50 | 55 |
Employee-related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 1,101 | |
Contractual Obligations | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 286 | |
Americas | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 287 | |
Americas | Employee-related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 200 | $ 800 |
Asia | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 513 | |
Asia | Employee-related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 400 | $ 300 |
Europe | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 539 | |
Europe | Employee-related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 500 |
Summary of Restructuring Accrua
Summary of Restructuring Accrual by Expense Category and by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring, beginning balance | $ 3,029 | |
Restructuring charges | 1,387 | $ 1,000 |
Restructuring adjustments | (13) | |
Cash paid | (2,686) | |
Non-cash adjustments | (4) | |
Accrued restructuring, ending balance | 1,713 | |
Americas | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring, beginning balance | 862 | |
Restructuring charges | 287 | |
Restructuring adjustments | 10 | |
Cash paid | (580) | |
Accrued restructuring, ending balance | 579 | |
Asia | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring, beginning balance | 894 | |
Restructuring charges | 513 | |
Restructuring adjustments | (4) | |
Cash paid | (995) | |
Non-cash adjustments | (2) | |
Accrued restructuring, ending balance | 406 | |
Europe | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring, beginning balance | 398 | |
Restructuring charges | 539 | |
Restructuring adjustments | 2 | |
Cash paid | (564) | |
Non-cash adjustments | (2) | |
Accrued restructuring, ending balance | 373 | |
e-Business Services | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring, beginning balance | 875 | |
Restructuring charges | 48 | |
Restructuring adjustments | (21) | |
Cash paid | (547) | |
Accrued restructuring, ending balance | 355 | |
Employee-related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring, beginning balance | 2,074 | |
Restructuring charges | 1,101 | |
Restructuring adjustments | (10) | |
Cash paid | (1,803) | |
Non-cash adjustments | (4) | |
Accrued restructuring, ending balance | 1,358 | |
Employee-related Costs | Americas | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 200 | 800 |
Employee-related Costs | Asia | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 400 | $ 300 |
Employee-related Costs | Europe | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 500 | |
Contractual Obligations | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued restructuring, beginning balance | 955 | |
Restructuring charges | 286 | |
Restructuring adjustments | (3) | |
Cash paid | (883) | |
Accrued restructuring, ending balance | $ 355 |
Net Restructuring Charges (Deta
Net Restructuring Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, net | $ 1,374 | $ 1,007 |
Cost of revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, net | 581 | 815 |
Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring, net | $ 793 | $ 192 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions | Jul. 21, 2016 | Jun. 30, 2014 | Mar. 18, 2014 | Oct. 31, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | Oct. 31, 2015 |
Debt Instrument [Line Items] | |||||||
Debt instrument issued | $ 69,625,000 | $ 69,625,000 | |||||
Debt instrument issuance costs | $ 930,000 | $ 1,013,000 | |||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||
Notes payable, Fair Value | $ 57,093,000 | $ 50,957,000 | |||||
Debt instrument, carrying amount | $ 58,193,000 | 57,169,000 | |||||
Convertible debt, remaining discount amortization period | 28 months | ||||||
Debt instrument, interest expense | $ 941,000 | $ 1,215,000 | |||||
PNC Bank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, term | 5 years | ||||||
Line of credit facility, maximum credit commitment | $ 50,000,000 | ||||||
Credit facility expiry date | Jun. 30, 2019 | ||||||
Line of credit facility, unutilized commitment fee percentage | 0.25% | ||||||
Outstanding indebtedness under the Credit Facility | $ 5,000,000 | 0 | |||||
Domestic Subsidiaries | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of equity interests pledged | 100.00% | ||||||
Foreign Subsidiaries | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of equity interests pledged | 65.00% | ||||||
Highbridge | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of purchased Notes | $ 27,900,000 | ||||||
Letter of Credit Sublimit | PNC Bank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum credit commitment | $ 5,000,000 | ||||||
Uncommitted Accordion Feature | PNC Bank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum credit commitment | $ 20,000,000 | ||||||
Scenario 1 | London Interbank Offered Rate (LIBOR) | PNC Bank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to the reference rate | 2.25% | ||||||
Scenario 2 | London Interbank Offered Rate (LIBOR) | PNC Bank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to the reference rate | 1.00% | ||||||
Scenario 2 | Federal Funds Open Rate | PNC Bank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, percentage points added to the reference rate | 0.50% | ||||||
5.25% Convertible Senior Notes due 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument issued | $ 100,000,000 | ||||||
Debt instrument, stated interest rate | 5.25% | 0.50% | |||||
Debt instrument, convertible, conversion ratio | 166.2593 | ||||||
Initial Conversion price | $ 6.01 | ||||||
Debt instrument, redemption price percentage | 100.00% | ||||||
Debt instrument, convertible, earliest date | Mar. 6, 2017 | ||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | ||||||
Debt instrument, convertible, threshold trading days | 20 days | ||||||
Debt instrument, convertible, threshold consecutive trading days | 30 days | ||||||
Additional interest paid | $ 200,000 | ||||||
Debt instrument conversion option | 28,100,000 | ||||||
Debt instrument issuance costs | 3,400,000 | ||||||
Deferred debt instrument issuance costs | 2,500,000 | ||||||
Debt instrument, interest expense | $ 1,959,000 | $ 2,646,000 | |||||
Debt instrument, interest rate, effective percentage | 13.90% | ||||||
5.25% Convertible Senior Notes due 2019 | Highbridge | |||||||
Debt Instrument [Line Items] | |||||||
Stock issued upon repurchase of convertible debt | 2.7 | ||||||
Common stock, par value | $ 0.01 | ||||||
Cash paid for repurchase of convertible debt | $ 18,500,000 | ||||||
Payment of interest | $ 600,000 | ||||||
Notes Payable One | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of purchased Notes | $ 500,000 | ||||||
Purchase of the Company's Convertible Notes | $ 400,000 | ||||||
Notes Payable Two | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of purchased Notes | 2,000,000 | ||||||
Purchase of the Company's Convertible Notes | $ 1,400,000 |
Net Carrying Value of the Notes
Net Carrying Value of the Notes (Detail) - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Debt Instrument [Line Items] | ||
Carrying amount of equity component (net of allocated debt issuance costs) | $ 27,099 | $ 27,099 |
Principal amount of Notes | 69,625 | 69,625 |
Unamortized debt discount | (10,502) | (11,443) |
Unamortized debt issuance costs | (930) | (1,013) |
Net carrying amount | $ 58,193 | $ 57,169 |
Summary of Interest Expense Rel
Summary of Interest Expense Related to Convertible Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Non Cash Convertible Debt Related Expense [Line Items] | ||
Debt instrument, interest expense | $ 941 | $ 1,215 |
5.25% Convertible Senior Notes due 2019 | ||
Non Cash Convertible Debt Related Expense [Line Items] | ||
Debt instrument, interest expense | 1,959 | 2,646 |
5.25% Convertible Senior Notes due 2019 | Coupon Interest | ||
Non Cash Convertible Debt Related Expense [Line Items] | ||
Debt instrument, interest expense | 935 | 1,323 |
5.25% Convertible Senior Notes due 2019 | Accretion of debt discount | ||
Non Cash Convertible Debt Related Expense [Line Items] | ||
Debt instrument, interest expense | 941 | 1,215 |
5.25% Convertible Senior Notes due 2019 | Amortization of debt issue cost | ||
Non Cash Convertible Debt Related Expense [Line Items] | ||
Debt instrument, interest expense | $ 83 | $ 108 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Millions | Jun. 08, 2015USD ($) |
Pending Litigation | |
Commitments and Contingencies [Line Items] | |
Damages sought | $ 1 |
Components of Other Gains (Loss
Components of Other Gains (Losses), Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Component Of Other Expense Income Nonoperating [Line Items] | ||
Foreign currency exchange gain (losses) | $ 397 | $ (574) |
Gains (losses) on Trading Securities | (917) | (9,463) |
Other, net | 32 | 366 |
Other gains (losses), net | $ (488) | $ (9,671) |
Other Gains (Losses), Net - Add
Other Gains (Losses), Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Component Of Other Expense Income Nonoperating [Line Items] | ||
Realized and unrealized gains (losses) from foreign currency exposures and settled transactions | $ 700 | |
Foreign currency exchange gains (losses) | 397 | $ (574) |
Gains (losses) in trading securities | (917) | (9,463) |
Foreign Exchange Contract | ||
Component Of Other Expense Income Nonoperating [Line Items] | ||
Foreign currency exchange gains (losses) | 300 | |
Non Cash | ||
Component Of Other Expense Income Nonoperating [Line Items] | ||
Gains (losses) in trading securities | (900) | (13,800) |
Cash | ||
Component Of Other Expense Income Nonoperating [Line Items] | ||
Gains (losses) in trading securities | 4,300 | |
Asia | ||
Component Of Other Expense Income Nonoperating [Line Items] | ||
Realized and unrealized gains (losses) from foreign currency exposures and settled transactions | 600 | |
Europe | ||
Component Of Other Expense Income Nonoperating [Line Items] | ||
Realized and unrealized gains (losses) from foreign currency exposures and settled transactions | $ (200) | $ 300 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Dec. 29, 2014 | Oct. 31, 2016 | Jul. 31, 2016 |
Income Taxes [Line Items] | |||
Unrecognized tax benefits related to federal, state and foreign taxes | $ 700,000 | $ 1,200,000 | |
Expected any unrecognized tax benefits to reverse in the next twelve months | $ 0 | ||
Stockholder owning ownership on corporation's securities percentage | 5.00% | ||
Stockholder owning ownership on corporation's securities rolling period | 3 years | ||
Tax Benefit Preservation Plan | |||
Income Taxes [Line Items] | |||
Tax Benefit Preservation Plan, adoption date | Oct. 17, 2011 | ||
Tax Benefit Preservation Plan | Minimum | |||
Income Taxes [Line Items] | |||
Percentage of ownership require to obtain approval from board of directors to acquiring shares of the company's securities | 4.99% | ||
Handy & Harman | Protective Amendment | Maximum | |||
Income Taxes [Line Items] | |||
Percentage of common shares outstanding permitted for acquired by HNH and its affiliates | 45.00% |
Reconciliation of Earnings (Los
Reconciliation of Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||
Net loss | $ (8,543) | $ (14,773) |
Weighted average common shares outstanding | 54,991 | 51,766 |
Weighted average common equivalent shares arising from dilutive stock options and restricted stock | 0 | 0 |
Weighted average number of common and potential common shares | 54,991 | 51,766 |
Basic and diluted net loss per share | $ (0.16) | $ (0.29) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Computation of Earnings Per Share [Line Items] | ||
Common stock equivalent shares excluded from the denominator in the calculation of diluted earnings per share | 14.9 | 21.7 |
Summary of Share-Based Compensa
Summary of Share-Based Compensation (Benefit) Expense Related to Employee Stock Options, Employee Stock Purchases and Non-Vested Shares (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | $ 192 | $ 456 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | 16 | 31 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | $ 176 | $ 425 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Detail) $ in Millions | Oct. 31, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation related to stock options | $ 0.2 |
Unrecognized compensation cost related to non-vested shares | $ 0.1 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Items (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | $ 85,940 | |
Foreign currency translation adjustment | (1,269) | $ (869) |
Pension liability adjustments | 397 | |
Net unrealized holding gain on securities | 10 | 28 |
Other comprehensive income (loss) | (862) | $ (841) |
Balance | 76,734 | |
Foreign currency items | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | 6,131 | |
Foreign currency translation adjustment | (1,269) | |
Other comprehensive income (loss) | (1,269) | |
Balance | 4,862 | |
Pension items | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | (4,206) | |
Pension liability adjustments | 397 | |
Other comprehensive income (loss) | 397 | |
Balance | (3,809) | |
Unrealized gains (losses) on Securities | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | 94 | |
Net unrealized holding gain on securities | 10 | |
Other comprehensive income (loss) | 10 | |
Balance | 104 | |
AOCI Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance | 2,019 | |
Balance | $ 1,157 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2016USD ($)Segment | Oct. 31, 2015USD ($)Segment | Jul. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | Segment | 4 | ||
Number of reportable segments | Segment | 4 | 3 | |
Total assets | $ 345,183 | $ 347,932 | |
Net revenue | 121,327 | $ 141,089 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Total assets | 11,600 | 12,300 | |
Net revenue | 26,900 | 35,100 | |
Ireland | |||
Segment Reporting Information [Line Items] | |||
Total assets | 3,400 | 3,500 | |
China | |||
Segment Reporting Information [Line Items] | |||
Total assets | 2,800 | 3,000 | |
Net revenue | 36,200 | 37,500 | |
Netherlands | |||
Segment Reporting Information [Line Items] | |||
Total assets | 3,600 | $ 3,000 | |
Net revenue | 16,900 | 20,700 | |
Czech Republic | |||
Segment Reporting Information [Line Items] | |||
Net revenue | $ 26,300 | $ 22,300 |
Summarized Financial Informatio
Summarized Financial Information of Continuing Operations by Operating Segment and Corporate-Level Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 121,327 | $ 141,089 |
Operating income (loss) | (5,642) | (1,569) |
Total other expense | 2,352 | 12,354 |
Loss before income taxes | (7,994) | (13,923) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (4,326) | (12) |
Operating Segments | Americas | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 25,878 | 33,211 |
Operating income (loss) | (3,856) | (3,086) |
Operating Segments | Asia | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 42,873 | 53,931 |
Operating income (loss) | 1,777 | 3,371 |
Operating Segments | Europe | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 45,181 | 44,743 |
Operating income (loss) | (2,591) | 207 |
Operating Segments | e-Business Services | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 7,395 | 9,204 |
Operating income (loss) | 344 | (504) |
Corporate-level activity | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | $ (1,316) | $ (1,557) |
Total Assets of Continuing Oper
Total Assets of Continuing Operations (Detail) - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 345,183 | $ 347,932 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 227,639 | 216,358 |
Operating Segments | Americas | ||
Segment Reporting Information [Line Items] | ||
Total assets | 30,451 | 28,280 |
Operating Segments | Asia | ||
Segment Reporting Information [Line Items] | ||
Total assets | 89,797 | 89,242 |
Operating Segments | Europe | ||
Segment Reporting Information [Line Items] | ||
Total assets | 75,156 | 75,952 |
Operating Segments | e-Business Services | ||
Segment Reporting Information [Line Items] | ||
Total assets | 32,235 | 22,884 |
Corporate-level activity | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 117,544 | $ 131,574 |
Summarized Financial Informat57
Summarized Financial Information of Net Revenue from External Customers by Group of Services (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | $ 121,327 | $ 141,089 |
Supply Chain Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | 113,932 | 131,885 |
e-Business Services | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net revenue | $ 7,395 | $ 9,204 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Management Services Agreement - USD ($) | Mar. 10, 2016 | Jun. 30, 2015 | Dec. 24, 2014 | Oct. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2016 |
SP Corporate | ||||||
Related Party Transaction [Line Items] | ||||||
Management services agreement, effective date of agreement | Jan. 1, 2015 | |||||
Management services agreement, amended expiration date of agreement | Dec. 31, 2015 | |||||
Management services agreement, renew period | 1 year | |||||
Management services agreement term | 6 months | |||||
SPH Services | ||||||
Related Party Transaction [Line Items] | ||||||
Fixed monthly fee to be paid in consideration of services | $ 175,000 | |||||
Total expenses incurred related to Management Services Agreement and Transfer Agreement | $ 500,000 | $ 500,000 | ||||
Amount due to related parties | $ 0 | $ 500,000 |
Fair value Measurement of Ass59
Fair value Measurement of Assets and Liabilities - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2016 | Jul. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Defined benefit plans assets percentage invested in bank-managed portfolios | 100.00% | |
Fair value, assets, Level 1 to Level 2 transfers, amount | $ 0 | $ 0 |
Fair value, assets, Level 2 to Level 1 transfers, amount | 0 | 0 |
Fair value, assets, transfers into Level 3 | 0 | 0 |
Fair value, assets, transfers out of Level 3 | $ 0 | $ 0 |
Financial Assets Measured at Fa
Financial Assets Measured at Fair Value on Recurring Basis and Classified by Fair Value Hierarchy (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Marketable equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, recurring | $ 3,225 | $ 4,209 |
Marketable corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, recurring | 11,718 | 12,559 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, recurring | 92,066 | 101,224 |
Fair Value, Inputs, Level 1 | Marketable equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, recurring | 3,225 | 4,209 |
Fair Value, Inputs, Level 1 | Marketable corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, recurring | 11,718 | 12,559 |
Fair Value, Inputs, Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, recurring | $ 92,066 | $ 101,224 |
Debt not Carried at Fair Value
Debt not Carried at Fair Value (Detail) - USD ($) $ in Thousands | Oct. 31, 2016 | Jul. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable | $ 58,193 | $ 57,169 |
Notes payable, Fair Value | $ 57,093 | $ 50,957 |