UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Mark one)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended July 31, 2012
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-35577
KMG CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
Texas | 75-2640529 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
9555 W. Sam Houston Parkway S., Suite 600
Houston, Texas 77099
(Address of principal executive offices, including zip code)
(713) 600-3800
(Registrants telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:
Title of Each Class |
Name of each Exchange on which Registered | |
Common Stock, $.01 par value |
The New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
Title of Each Class |
Name of each Exchange on which Registered |
None
Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | ¨ | Accelerated Filer | x | |||
Non-Accelerated Filer | ¨ | Smaller Reporting Company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the closing price of $18.41 on The Nasdaq Global Market as of the last business day of our most recently completed second fiscal quarter (January 31, 2012) was $144,276,000.
As of October 12, 2012, there were 11,412,400 shares of the registrants common stock, par value $0.01, per share outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The proxy statement pertaining to our annual meeting of shareholders is incorporated by reference in Part III of this report.
Explanatory Note
The sole purpose of this Amendment No. 1 to KMG Chemicals, Inc.s Annual Report on Form 10-K for the period ended July 31, 2012, filed with the Securities and Exchange Commission dated October 15, 2012 (the Form 10-K), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405(a)(2) of Regulation S-T. Exhibit 101 consists of the interactive data files that were not included with the Form 10-K as allowed by the 30-day grace period of the first period in which financial statement detail tagging is required.
This Amendment No. 1 does not otherwise change or update the disclosures set forth in the Form 10-K as originally filed, and does not otherwise reflect events occurring after the original filing of the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 are not deemed filed or part of a registration statement of prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
1
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K
(a) | The financial statements and financial statement schedules filed as part of this report in Item 8 are listed in the Index to Financial Statements contained in that item. |
(b) | The following documents are filed as exhibits. Documents marked with an asterisk (*) are management contracts or compensatory plans, and portions of documents marked with a dagger () have been granted confidential treatment. |
All exhibits other than Exhibit 101 were previously filed or furnished, as applicable, as an exhibit to the periodic or other reports of KMG Chemicals, Inc. including its Annual Report on Form 10-K (File No. 001-35577) filed with the SEC, and are incorporated in this report. |
3.1 | Restated and Amended Articles of Incorporation filed as Exhibit 3(i) to the companys filed as Exhibit 3(i) to the companys Form 10-QSB12G filed December 6, 1996, incorporated in this report. | |
3.2 | Bylaws filed as Exhibit 3(ii) to the companys Form 10-QSB12G filed December 6, 1996, incorporated in this report. | |
3.3 | Articles of Amendment to Restated and Amended Articles of Incorporation, filed December 11, 1997 filed as Exhibit 3 to the companys second quarter 1998 report on Form 10-QSB filed December 12, 1997, incorporated in this report. | |
4.1 | Form of Common Stock Certificate filed as Exhibit 4.1 to the companys Form 10-QSB12G filed December 6, 1996, incorporated in this report. | |
10.1 | Creosote Supply Agreement dated November 1, 1998 between Rütgers and the company filed as Exhibit 10.20 to the companys second quarter 1999 report on Form 10-QSB filed March 12, 1999, incorporated in this report. | |
10.2* | 1996 Stock Option Plan filed as Exhibit 10.4 to the companys Form 10-QSB12G filed December 6, 1996, incorporated in this report. | |
10.3* | Employment Agreement with John V. Sobchak dated June 26, 2001 filed as Exhibit 10.26 to the companys 2001 report on Form 10-K filed October 24, 2001, incorporated in this report. | |
10.4* | Employment Agreement with Roger C. Jackson dated August 1, 2002 filed as Exhibit 10.31 to the companys 2003 report on Form 10-K filed October 23, 2003, incorporated in this report. | |
10.5* | Employment Agreement with J. Neal Butler dated March 8, 2004 filed as Exhibit 10.18 to the companys 2004 report on Form 10-K filed October 15, 2004, and incorporated herein by reference. | |
10.6* | Supplemental Executive Retirement Plan dated effective August 1, 2001 filed as Exhibit 10.27 to the companys 2001 report on Form 10-K filed October 24, 2001, incorporated in this report. | |
10.7* | 2004 Long-Term Incentive Compensation Plan filed as Exhibit 10.21 to the companys report on Form 10-Q filed December 15, 2004, incorporated in this report. | |
10.8* | Performance-Based Restricted Stock Agreement, Series 1 dated September 2, 2005 filed as Exhibit 10.28 to the companys report on Form 8-K filed September 7, 2005. | |
10.9* | Performance-Based Restricted Stock Agreement, Series 2 dated September 2, 2005 filed as Exhibit 10.29 to the companys report on Form 8-K filed September 7, 2005. | |
10.10 | Sales Agreement with Koppers, Inc. dated May 8, 2007, filed as Exhibit 10.34 to the companys report on Form 10-Q filed June 5, 2007. | |
10.11 | Amended and Restated Credit Agreement with Wachovia Bank, National Association dated December 31, 2007 initially filed as Exhibit 10.39 to the companys report on Form 8-K filed January 7, 2008, and re-filed on March 12, 2010 to the companys report on Form 10-Q, and incorporated herein by this reference. | |
10.12 | Note Purchase Agreement with The Prudential Insurance Company of America dated December 31, 2007 filed as Exhibit 10.40 to the companys report on Form 8-K filed January 7, 2008, and incorporated herein by this reference. | |
10.13 | Agreement with Acme Chemical Marketing, LLC dated February 14, 2008 filed as Exhibit 10.41, to the companys report on Form 10-Q filed March 17, 2008, and incorporated herein. | |
10.14* | Executive Severance Plan, dated October 10, 2008, by and between the Company and its Eligible Employees filed as Exhibit 10.42, to the companys report on Form 8-K filed October 13, 2008, and incorporated herein by this reference. |
2
10.15 | First Amendment to Amended and Restated Credit Agreement and Amended Pledge Agreement with Wachovia Bank, National Association dated effective January 30, 2009 filed as Exhibit 10.43, to the companys report on Form 10-Q filed on March 12, 2009, and incorporated herein by this reference. | |
10.16 | Amendment No. 1 to Note Purchase Agreement with The Prudential Insurance Company of America dated effective January 30, 2009 filed as Exhibit 10.44, to the companys report on Form 10-Q filed on March 12, 2009, and incorporated herein by this reference. | |
10.17 | Purchase Agreement dated December 31, 2007 with Intel Corporation filed as Exhibit 10.45 to the companys report on Form 8-K filed May 13, 2009, incorporated herein by this reference. | |
10.18* | 2009 Long Term Incentive Plan of the Company, filed as Exhibit 10.46 to the companys report on Form 10-K filed October 14, 2009 and incorporated herein by this reference. | |
10.19 | Second Amendment to Amended and Restated Credit Agreement with Wachovia Bank, National Association dated March 18, 2010 filed as Exhibit 10.47, to the companys report on Form 8-K filed on March 30, 2010, and incorporated herein by this reference. | |
10.20 | Amendment No. 2 to Note Purchase Agreement and Limited Consent with The Prudential Insurance Company of America dated March 18, 2010 filed as Exhibit 10.48, to the companys report on Form 8-K filed on March 30, 2010, and incorporated herein by this reference. | |
10.21 | Third Amendment to Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, Bank of America, N.A., The Prudential Insurance Company of America, and Pruco Life Insurance Company dated November 23, 2011 filed as Exhibit 10.49, to the companys report on Form 8-K filed on November 23, 2011, and incorporated herein by this reference. | |
10.22 | Amendment No. 3 to Note Purchase Agreement and limited consent with The Prudential Insurance Company of America, and Pruco Life Insurance Company dated November 32, 2011 filed as Exhibit 10.50, to the companys report on Form 8-K filed on November 23, 2011, and incorporated herein by this reference. | |
21.1 | Subsidiaries of the company. | |
23.1 | Consent of KPMG LLP. | |
23.2 | Consent of UHY LLP. | |
31 | Certificates under Section 302 the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and the Chief Financial Officer. | |
32 | Certificates under Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and the Chief Financial Officer. | |
101.INS^ | XBRL Instance Document | |
101.SCH^ | XBRL Schema Document | |
101.CAL^ | XBRL Calculation Linkbase Document | |
101.DEF^ | XBRL Definition Linkbase Document | |
101.LAB^ | XBRL Label Linkbase Document | |
101.PRE^ | XBRL Presentation Linkbase Document |
^ | Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KMG CHEMICALS, INC. | ||||||
By: | /s/ J. Neal Butler | Date: November 9, 2012 | ||||
J. Neal Butler, President, Chief Executive Officer and Director |
Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ John V. Sobchak | Date: November 9, 2012 | ||||
John V. Sobchak, Vice President and Chief Financial Officer |
||||||
By: | /s/ Jack M. North | Date: November 9, 2012 | ||||
Jack M. North, Controller and Chief Accounting Officer |
||||||
By: | /s/ David L. Hatcher | Date: November 9, 2012 | ||||
David L. Hatcher, Director and Chairman of the Board |
||||||
By: | /s/ Gerald G. Ermentrout | Date: November 9, 2012 | ||||
Gerald G. Ermentrout, Director | ||||||
By: | /s/ Christopher T. Fraser | Date: November 9, 2012 | ||||
Christopher T. Fraser, Director | ||||||
By: | /s/ George W. Gilman | Date: November 9, 2012 | ||||
George W. Gilman, Director | ||||||
By: | /s/ John C. Hunter, III | Date: November 9, 2012 | ||||
John C. Hunter, III, Director | ||||||
By: | /s/ Fred C. Leonard | Date: November 9, 2012 | ||||
Fred C. Leonard III, Director | ||||||
By: | /s/ Stephen A. Thorington | Date: November 9, 2012 | ||||
Stephen A. Thorington, Director | ||||||
By: | /s/ Karen A. Twitchell | Date: November 9, 2012 | ||||
Karen A. Twitchell, Director | ||||||
By: | /s/ Richard L. Urbanowski | Date: November 9, 2012 | ||||
Richard L. Urbanowski, Director |
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Income Taxes (Details Textual) (USD $)
|
12 Months Ended | 3 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2012
|
Jul. 31, 2011
|
Jul. 31, 2010
|
Apr. 30, 2011
Italian Tax Authority [Member]
|
|
Income Taxes (Textual) [Abstract] | ||||
Adjustments proposed by the taxing authority of additional liability | $ 0 | $ 0 | $ 0 | $ 1,600,000 |
Federal income tax rate | 35.00% | 35.00% | 35.00% | |
Net operating losses carried forward | 1,500,000 | 2,100,000 | ||
Undistributed earnings of Mexico subsidiary | 5,600,000 | |||
Income tax benefit/(expense) | $ 221,000 | $ (203,000) | $ (94,000) |
Segment Information (Details 1) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2012
|
Jul. 31, 2011
|
Jul. 31, 2010
|
|
Overhead expenses allocated to segment income | |||
Total corporate overhead expense allocation | $ 9,760 | $ 7,403 | $ 7,187 |
Electronic chemicals [Member]
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Overhead expenses allocated to segment income | |||
Total corporate overhead expense allocation | 5,354 | 4,066 | 4,065 |
Wood treating chemicals [Member]
|
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Overhead expenses allocated to segment income | |||
Total corporate overhead expense allocation | $ 4,406 | $ 3,337 | $ 3,122 |
Commitments and Contingencies (Details) (USD $)
In Thousands, unless otherwise specified |
Jul. 31, 2012
|
---|---|
Future payments under certain contractual obligations | |
Operating leases, first year | $ 2,294 |
Operating leases, second year | 1,864 |
Operating leases, third year | 681 |
Operating leases, fourth year | 603 |
Operating leases, fifth year | 401 |
Operating leases, thereafter | 288 |
Operating leases, total | 6,131 |
Purchase obligation, first year | 86,081 |
Purchase obligation, second year | 59,337 |
Purchase obligation, third year | 40,539 |
Purchase obligation, fourth year | 38,008 |
Purchase obligation, fifth year | 27,654 |
Purchase obligation, thereafter | 14,924 |
Purchase obligation, total | 266,543 |
Contractual obligation, first year | 88,375 |
Contractual obligation, second year | 61,201 |
Contractual obligation, third year | 41,220 |
Contractual obligation, fourth year | 38,611 |
Contractual obligation, fifth year | 28,055 |
Contractual obligation, thereafter | 15,212 |
Contractual obligation, total | $ 272,674 |
Income Taxes (Details 2) (USD $)
In Thousands, unless otherwise specified |
Jul. 31, 2012
|
Jul. 31, 2011
|
---|---|---|
Current Deferred Tax Assets | ||
Bad debt expense | $ 67 | |
Inventory | 780 | 737 |
Accrued liabilities | 460 | 419 |
Accrued bonus | 710 | |
Other | 27 | |
Less: valuation allowance | ||
Total current deferred tax assets | 1,977 | 1,223 |
Non-Current Deferred Tax Assets | ||
Net operating loss | 411 | 592 |
Difference in depreciable basis of property | 745 | 701 |
Deferred compensation | 690 | 553 |
Other | 5 | |
Less: valuation allowance | ||
Total non-current deferred tax assets | 1,851 | 1,846 |
Current Deferred Tax Liabilities | ||
Prepaid assets | (560) | (504) |
Non Current Deferred Tax Liabilities | ||
Difference in amortization basis of intangibles | (2,440) | (2,027) |
Difference in depreciable basis of property | (5,328) | (4,024) |
Total non-current deferred tax liabilities | (7,768) | (6,051) |
Net current deferred tax asset | 1,417 | 719 |
Net non-current deferred tax liability | $ (5,917) | $ (4,205) |
Earnings Per Share (Tables)
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2012
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and diluted earnings per share |
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Selected Quarterly Financial Data (Unaudited) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2012
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Apr. 30, 2012
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Jan. 31, 2012
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Oct. 31, 2011
|
Jul. 31, 2011
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Apr. 30, 2011
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Jan. 31, 2011
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Oct. 31, 2010
|
Jul. 31, 2012
|
Jul. 31, 2011
|
Jul. 31, 2010
|
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SELECTED QUARTERLY FINANCIAL DATA | |||||||||||
Net sales | $ 67,607 | $ 66,579 | $ 66,975 | $ 71,539 | $ 70,936 | $ 61,899 | $ 61,808 | $ 60,953 | $ 272,700 | $ 255,596 | $ 197,997 |
Gross Profit | 20,643 | 20,606 | 17,141 | 18,675 | 16,945 | 16,765 | 17,296 | 17,054 | 77,065 | 68,060 | 66,723 |
Operating income | 6,695 | 6,868 | 4,883 | 6,991 | 2,511 | 4,141 | 4,524 | 5,846 | 25,437 | 17,022 | 26,731 |
Income from continuing operations before income taxes | 6,131 | 6,316 | 4,256 | 6,366 | 1,871 | 3,620 | 3,685 | 5,303 | 23,069 | 14,479 | 24,273 |
Net income | $ 3,863 | $ 3,965 | $ 2,462 | $ 3,535 | $ 1,182 | $ 2,607 | $ 2,424 | $ 3,516 | $ 13,825 | $ 9,729 | $ 15,330 |
Income per share from continuing operations | |||||||||||
Basic earnings per share | $ 0.35 | $ 0.34 | $ 0.22 | $ 0.34 | $ 0.09 | $ 0.21 | $ 0.20 | $ 0.33 | $ 1.26 | $ 0.83 | $ 1.36 |
Diluted earnings per share | $ 0.34 | $ 0.33 | $ 0.22 | $ 0.34 | $ 0.09 | $ 0.21 | $ 0.20 | $ 0.33 | $ 1.24 | $ 0.82 | $ 1.33 |
Net income per share | |||||||||||
Basic earnings per share | $ 0.34 | $ 0.35 | $ 0.22 | $ 0.31 | $ 0.10 | $ 0.23 | $ 0.21 | $ 0.31 | $ 1.22 | $ 0.86 | $ 1.37 |
Diluted earnings per share | $ 0.33 | $ 0.34 | $ 0.21 | $ 0.31 | $ 0.10 | $ 0.23 | $ 0.21 | $ 0.31 | $ 1.20 | $ 0.85 | $ 1.34 |
Employee Benefit Plans (Details Textual) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2012
Age
|
Jul. 31, 2011
|
Jul. 31, 2010
|
|
Employee Benefit Plans (Textual) [Abstract] | |||
Percent of contribution made under plan | 3.00% | 3.00% | 3.00% |
Contribution made under plan | $ 420,000 | $ 393,000 | $ 313,000 |
Period for retirement benefit supplemental to percentage of participant | 10 years | ||
Period equal to average basic salary at normal retirement | 3 years | ||
Normal retirement in earlier age | 65 | ||
Minimum completion period at retirement age | 10 years | ||
Retirement age completion is credited service | 60 | ||
Completion period at earlier retirement age | 30 years | ||
One executive has been designated as a participant resulted expenses | 54,000 | 33,000 | 36,000 |
Liability under employee benefit plan | 664,000 | 610,000 | |
Employee benefit plan monthly payments | $ 5,531 | ||
Employee Benefit Plan monthly payments start period | 2013-04 |
Segment Information (Details 2) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2012
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Apr. 30, 2012
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Jan. 31, 2012
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Oct. 31, 2011
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Jul. 31, 2011
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Apr. 30, 2011
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Jan. 31, 2011
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Oct. 31, 2010
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Jul. 31, 2012
|
Jul. 31, 2011
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Jul. 31, 2010
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Assets | |||||||||||
Total assets for reportable segments | $ 156,024 | $ 160,846 | $ 156,024 | $ 160,846 | |||||||
Total assets for discontinued operations | 467 | 10,461 | 467 | 10,461 | |||||||
Other current assets | 3,627 | 7,529 | 3,627 | 7,529 | |||||||
Other assets | 7,572 | 6,542 | 7,572 | 6,542 | |||||||
Total assets | 167,690 | 185,378 | 167,690 | 185,378 | |||||||
Segment income from operations: | |||||||||||
Total segment income from operations | 29,014 | 20,971 | 31,386 | ||||||||
Other corporate expense | (3,577) | (3,949) | (4,655) | ||||||||
Operating income | 6,695 | 6,868 | 4,883 | 6,991 | 2,511 | 4,141 | 4,524 | 5,846 | 25,437 | 17,022 | 26,731 |
Interest income | 1 | 1 | 5 | ||||||||
Interest expense | (2,100) | (2,336) | (2,252) | ||||||||
Other expense, net | (269) | (208) | (211) | ||||||||
Income from continuing operations before income taxes | 6,131 | 6,316 | 4,256 | 6,366 | 1,871 | 3,620 | 3,685 | 5,303 | 23,069 | 14,479 | 24,273 |
Sales | |||||||||||
Net sales | 67,607 | 66,579 | 66,975 | 71,539 | 70,936 | 61,899 | 61,808 | 60,953 | 272,700 | 255,596 | 197,997 |
Property, plant and equipment, net: | |||||||||||
Property, plant and equipment, net | 68,026 | 71,826 | 68,026 | 71,826 | |||||||
United States [Member]
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Sales | |||||||||||
Net sales | 229,140 | 218,961 | 165,217 | ||||||||
Property, plant and equipment, net: | |||||||||||
Property, plant and equipment, Domicile | 52,178 | 53,039 | 52,178 | 53,039 | |||||||
International [Member]
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Sales | |||||||||||
Net sales | 43,560 | 36,635 | 32,780 | ||||||||
Property, plant and equipment, net: | |||||||||||
Property, plant and equipment, Foreign Countries | 15,848 | 18,787 | 15,848 | 18,787 | |||||||
Reportable Segment [Member]
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Sales | |||||||||||
Net sales | 272,485 | 255,596 | 197,997 | ||||||||
All Other Segments [Member]
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Sales | |||||||||||
Net sales | $ 215 |
Summary of Significant Accounting Policies (Tables)
|
12 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2012
|
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Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||
Estimated useful lives of classes of assets |
The estimated useful lives of classes of assets are as follows:
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Intangible Assets (Details Textual) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2012
|
Jul. 31, 2011
|
Jul. 31, 2010
|
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Intangible Assets (Additional Textual) [Abstract] | |||
Amortization expense | $ 548,000 | $ 1,000,000 | $ 1,100,000 |
Estimated amortization expense for fiscal years 2013 | 296,000 | ||
Estimated amortization expense for fiscal years 2014 | 289,000 | ||
Estimated amortization expense for fiscal years 2015 | 202,000 | ||
Estimated amortization expense for fiscal years 2016 | 29,000 | ||
Estimated amortization expense for fiscal years 2017 | $ 29,000 | ||
Minimum [Member]
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Intangible Assets (Textual) [Abstract] | |||
Estimated useful lives of intangible assets | 3 years | ||
Maximum [Member]
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Intangible Assets (Textual) [Abstract] | |||
Estimated useful lives of intangible assets | 15 years |
Inventories (Details) (USD $)
In Thousands, unless otherwise specified |
Jul. 31, 2012
|
Jul. 31, 2011
|
---|---|---|
Inventories | ||
Raw materials and supplies | $ 5,846 | $ 7,475 |
Work in process | 896 | 1,034 |
Supplies | 1,405 | 1,405 |
Finished products | 33,007 | 32,189 |
Less reserve for inventory obsolescence | (493) | (333) |
Inventory, Net, Total | $ 40,661 | $ 41,770 |
Selected Quarterly Financial Data (Unaudited) (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2012
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Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) |
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Long-Term Obligations (Details 1)
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12 Months Ended |
---|---|
Jul. 31, 2012
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Range One [Member]
|
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Ratio of Funded Debt to EBITDA | |
Ratio of Funded Debt to EBITDA | 2.75 |
Range Two [Member]
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Ratio of Funded Debt to EBITDA | |
Ratio of Funded Debt to EBITDA | 2.50 |
Range Three [Member]
|
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Ratio of Funded Debt to EBITDA | |
Ratio of Funded Debt to EBITDA | 2.25 |
Range Four [Member]
|
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Ratio of Funded Debt to EBITDA | |
Ratio of Funded Debt to EBITDA | 2.00 |
Range Five [Member]
|
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Ratio of Funded Debt to EBITDA | |
Ratio of Funded Debt to EBITDA | 1.75 |
Discontinued Operations (Details 2) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2012
|
Jul. 31, 2011
|
Jul. 31, 2010
|
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Net sales and income before income tax reported in discontinued operations | |||
Revenue | $ 5,643 | $ 10,760 | $ 10,631 |
Income/(loss) from discontinued operations, before income taxes | $ (202) | $ 634 | $ 247 |
Income Taxes (Details 3) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2012
|
Jul. 31, 2011
|
Jul. 31, 2010
|
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Difference between actual tax provision | |||
Income taxes at the federal statutory rate | $ 8,074 | $ 5,068 | $ 8,495 |
Effect of foreign operations | 160 | 225 | 711 |
Change in valuation allowance | (627) | (882) | |
State income taxes, net of federal income tax effect | 717 | 659 | 802 |
Other | (197) | (264) | (30) |
Total | $ 8,754 | $ 5,061 | $ 9,096 |
Summary of Significant Accounting Policies
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12 Months Ended | ||||||||||||||||||
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Jul. 31, 2012
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Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General — KMG Chemicals, Inc. (the “Company”) is involved principally in the manufacture, formulation and distribution of specialty chemicals in carefully focused markets through its two wholly-owned subsidiaries, KMG Electronic Chemicals, Inc. (“KMG EC”) and KMG-Bernuth, Inc. (“KMG Bernuth”). In its electronic chemicals business, the Company sells high purity wet process chemicals to the semiconductor industry, and in the wood treating chemicals business the Company sells two industrial wood treating chemicals, pentachlorophenol (“penta”) and creosote. The Company operates its electronic chemicals business through KMG EC in North America and through KMG Italia, S.r.l. (“KMG Italia”), a subsidiary of KMG EC, in Europe and elsewhere. That business has facilities in Pueblo, Colorado, Hollister, California and Milan, Italy. The Company manufactures penta at its plant in Matamoros, Mexico through KMG de Mexico (“KMEX”), a Mexican corporation which is a wholly-owned subsidiary of KMG Bernuth. The Company sells its penta products in the United States and Canada. The Company has two main suppliers of creosote, which it sells throughout the United States. The electronic chemicals and wood treating businesses constitute two reportable segments that the Company considers of equal importance. Although the electronic chemicals segment has net sales of 58.5% of the total net sales for reportable segments, the two segments have approximately equal income from operations. See Note 13. Principles of Consolidation — The consolidated financial statements include the accounts of KMG Chemicals, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Reclassifications — Certain reclassifications of prior year amounts have been made to conform to current year presentation. The consolidated balance sheet as of July 31, 2011 reflected a reclassification of certain accrued taxes payable to “Accounts receivable – other” to conform to the current period presentation. The current period presentation included a net receivable reflecting the offset of the respective tax receivable and tax payable associated with the same tax jurisdiction. This reclassification had no impact on the historical consolidated statements of income or retained earnings. During the third quarter of fiscal year 2012, the Company sold its animal health business and the related results of operations are reported as discontinued operations in the consolidated statements of income. Previously reported amounts for each of the prior year periods presented have been adjusted for the effects of discontinued operations. See Note 12. Cash and Cash Equivalents — The Company considers all investments with original maturities of three months or less when purchased to be cash equivalents. The Company reduces cash balances when checks are disbursed. Due to the time delay in checks clearing the banks, the Company reports a negative balance in its cash disbursement accounts as a current liability which is reflected as book overdraft in the consolidated balance sheets. The Company did not have a negative balance as of July 31, 2012. Restricted Cash — Restricted cash includes cash balances which are legally or contractually restricted to use. The Company’s restricted cash as of July 31, 2012 includes proceeds that were placed in escrow in connection with the sale of the animal health business. See Note 12. Fair Value of Financial Instruments — The carrying value of financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the relatively short maturity of these instruments. The fair value of the Company’s debt at July 31, 2012 and 2011 approximated its carrying value since the debt obligations bear interest at a rate consistent with market rates.
Accounts Receivable — The Company’s accounts receivable are primarily from wood-treating customers and from electronic chemical customers worldwide. The Company extends credit based on an evaluation of the customer’s financial condition, generally without requiring collateral. Exposure to losses on receivables is dependent on each customer’s financial condition. At July 31, 2012 there were two customers that represented approximately 12% and 17%, respectively, of the Company’s accounts receivable, and at July 31, 2011 there was one customer that represented approximately 13% of the Company’s accounts receivable. The Company records an allowance for doubtful accounts to reduce accounts receivable when the Company believes an account may not be collected. A provision for bad debt expense is recorded to selling, general and administrative expenses. The amount of bad debt expense recorded each period and the resulting adequacy of the allowance at the end of each period are determined using a customer-by-customer analyses of accounts receivable balances each period and our assessment of future bad debt exposure. Historically, write offs of accounts receivable balances have been insignificant. The allowance was $16,000 and $414,000 at July 31, 2012 and 2011, respectively. Inventories — Inventories are valued at the lower of cost or market. For certain products, cost is generally determined using the first-in, first-out (“FIFO”) method. For certain other products the Company utilizes a weighted-average cost. The Company records inventory obsolescence as a reduction in its inventory when considered unsellable. Property, Plant, and Equipment — Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Major renewals and betterments are capitalized. Repairs and maintenance costs are expensed as incurred. Depreciation for equipment commences once placed in service, and depreciation for buildings and leasehold improvements commences once they are ready for their intended use. Depreciable life is determined through economic analysis. Depreciation for financial statement purposes is provided on the straight-line method. The estimated useful lives of classes of assets are as follows:
Depreciation expense was approximately $6.5 million, $6.3 million and $5.6 million in fiscal years 2012, 2011 and 2010, respectively. Intangible Assets — Identifiable intangible assets with a defined life are amortized using the straight-line method over the useful lives of the assets. Identifiable intangible assets of an indefinite life are not amortized. These assets are required to be tested for impairment at least annually. If this review indicates that impairment has occurred, the Company’s carrying value of intangibles will be adjusted to fair value. Based on an assessment of qualitative factors, in accordance with GAAP, it was determined that there were no events or circumstances that would lead the Company to a determination that is more likely than not that the fair value of the applicable assets was less than its carrying value as of July 31, 2012. Based on the impairment analysis performed as of July 31, 2012 and 2011 for intangible assets not subject to amortization, the Company concluded that an impairment charge was not necessary. It is the Company’s policy to expense costs as incurred in connection with the renewal or extension of its intangible assets. Goodwill — The Company’s goodwill is associated with the wood treating chemicals segment. The carrying value of the Company’s goodwill is reviewed at least annually, and if this review indicates that it will not be recoverable the Company’s carrying value of goodwill will be adjusted to fair value. Based on an assessment of qualitative factors it was determined that there were no events or circumstances that would lead the Company to a determination that is more likely than not that the fair value of the applicable reporting unit was less than its carrying value as of July 31, 2012 and 2011. Accordingly, the Company determined that as of July 31, 2012 and 2011, goodwill was not impaired. As a result, there was no change in the carrying value of goodwill of $3.8 million as of July 31, 2012 and 2011.
Impairment of Long-Lived Assets — Long-lived assets, including property, plant and equipment, and intangible assets with defined lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If a trigger event indicates a possible impairment, the determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. The measurement of an impairment loss for long-lived assets, where management expects to hold and use the asset, are based on the asset’s estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value. Book Overdraft — At July 31, 2011, the Company had a book overdraft of $2.9 million that represented the amount in excess of the bank balance that was necessary to fund checks that were paid but not yet cleared. GAAP requires that the book overdrafts be classified as a current liability on the consolidated balance sheets. For purposes of reporting cash flows, the Company reports the book overdrafts as a financing activity. There was no book overdraft as of July 31, 2012. Revenue Recognition — The Company’s chemical products are sold in the open market and revenue is recognized when risk of loss and title to the products transfers to customers. In general, risk of loss transfers upon shipment to customers. Cost of Sales — Cost of sales includes inbound freight charges, purchasing and receiving costs, inspection costs and internal transfer costs. In the case of products manufactured by the Company, direct and indirect manufacturing costs (including depreciation and amortization) and associated plant administrative expenses are included as well as laid-in cost of raw materials consumed in the manufacturing process. We include depreciation on our property, plant and equipment in cost of sales. Distribution Expenses — These expenses include outbound freight, storage and handling expenses and other miscellaneous costs associated with product storage, handling and distribution. Selling, General and Administrative Expenses — These expenses include selling expenses, corporate headquarters’ expenses, amortization of intangible assets and environmental regulatory support expenses. Advertising Costs — Our policy is to expense advertising costs as they are incurred. Advertising costs were approximately $347,000, $608,000 and $465,000 in fiscal years ended July 31, 2012, 2011 and 2010, respectively. These costs were primarily related to the animal health business which is reported as discontinued operations in the consolidated statements of income. See Note 12. Shipping and Handling Costs — Shipping and handling costs are included in cost of sales and distribution expenses. Inbound freight charges and internal transfer costs are included in cost of sales. Product storage and handling costs and the cost of distributing products to the Company’s customers are included in distribution expenses. Income Taxes — The Company files a consolidated United States federal income tax return, and for financial reporting purposes, provides income taxes for the differences between the financial statement carrying amounts of assets and liabilities and their tax bases in accordance with Accounting Standards Codification (“ASC”) Topic 740, “Accounting for Income Taxes.” Earnings Per Share — Basic earnings per common share amounts are calculated using the average number of common shares outstanding during each period. Diluted earnings per share assumes the issuance of restricted stock awards and the exercise of stock options having exercise prices less than the average market price during the period of the common stock, using the treasury stock method.
Foreign Currency Translation — The functional currency of the Company’s Mexico operations is the U.S. Dollar. As a result, monetary assets and liabilities for KMEX are re-measured to U.S. dollars at current rates at the balance sheet dates, income statement items are re-measured at the average monthly exchange rates for the dates those items were recognized, and certain assets (including plant and production equipment) are re-measured at historical exchange rates. Foreign currency transaction gains and losses are included in the statement of operations as incurred along with gains and losses from currency re-measurement. These gains and losses were nominal in fiscal years 2012, 2011 and 2010. The functional currency of the Company’s KMG Italia subsidiary is the local currency (Euro). The translation adjustment resulting from currency translation of the local currency into the reporting currency (U.S. Dollar) is included as a separate component of stockholders’ equity. The assets and liabilities have been translated from Euros into U.S. Dollars using exchange rates in effect at the balance sheet dates. Results of operations have been translated using the average exchange rates during the year. Foreign currency translation resulted in a translation adjustment of $3.1 million and $2.1 million in fiscal years 2012 and 2011, respectively, each of which are included in accumulated other comprehensive loss in the consolidated balance sheets. Stock-Based Compensation — The Company’s stock-based compensation expense is based on the fair value of the award measured on the date of grant. For stock option awards, the grant date fair value is measured using a Black-Scholes option valuation model. For stock awards, the Company’s stock price on the date of the grant is used to measure grant date fair value. For awards of stock which are based on a fixed monetary value the grant date fair value is based on the monetary value. Stock-based compensation costs are recognized as an expense over the requisite service period of the award using the straight-line method. Recent Accounting Standards The Company has considered all recently issued accounting standards updates and SEC rules and interpretive releases. In July 2012, the Financial Accounting Standards Board (“FASB”) issued updated accounting guidance amending the method an entity uses to test indefinite-lived assets for impairment. Under previous guidance, an entity was required to test indefinite-lived assets for impairment on at least an annual basis, in two steps. First, an entity had to compare the fair value of the asset with its carrying amount. If the fair value of the asset was less than its carrying amount, then the second step of the test had to be performed to measure the amount of the impairment loss, if any. Under the updated guidance, an entity is not required to calculate the fair value of an asset, unless it determines that it is more likely than not that its fair value is less than its carrying amount. An entity has the option to first assess qualitative factors to determine whether it is more likely than not that an asset’s fair value is less than its carrying amount. Performing the two-step impairment test is unnecessary, when the asset’s fair value is determined to more likely than not be greater than its carrying amount. The updated guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual or interim indefinite-lived assets impairment tests performed prior to July 27, 2012, if an entity’s financial statements for the most recent annual period have not yet been issued. The Company early adopted the updated guidance for its annual impairment test for indefinite-lived assets performed as of July 31, 2012, which did not have a material impact on its financial statements. Based on the Company’s assessment, it was determined that it was more likely than not that the fair value of the Company’s indefinite-lived intangible assets was greater than the carrying amount based on our assessment and that there would be no impairment of the assets. |
Stock-Based Compensation (Details 2) (USD $)
|
Jul. 31, 2012
|
Feb. 27, 2012
|
Oct. 28, 2011
|
Oct. 11, 2011
|
Dec. 07, 2010
|
Mar. 17, 2010
|
---|---|---|---|---|---|---|
Summary of the performance based stock awards granted | ||||||
Maximum award (Shares) | 333,616 | 500 | 25,500 | 98,311 | 103,298 | 106,007 |
Actual Shares Vested or Shares Projected to Vest | 52,592 | 60 | 3,060 | 11,797 | 18,594 | 19,081 |
Series award one [Member]
|
||||||
Summary of the performance based stock awards granted | ||||||
Date of Grant | Feb. 27, 2012 | Oct. 28, 2011 | Oct. 11, 2011 | Dec. 07, 2010 | Mar. 17, 2010 | |
Maximum award (Shares) | 300 | 15,300 | 58,987 | 61,980 | 63,605 | |
Grant Date Fair Value | 18.08 | 15.30 | 14.16 | 15.65 | 15.55 | |
Measurement Period Ending | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
Actual or Expected Percentage of Vesting | 20.00% | 20.00% | 20.00% | 30.00% | 30.00% | |
Actual Shares Vested or Shares Projected to Vest | 60 | 3,060 | 11,797 | 18,594 | 19,081 | |
Series award two [Member]
|
||||||
Summary of the performance based stock awards granted | ||||||
Date of Grant | Feb. 27, 2012 | Oct. 28, 2011 | Oct. 11, 2011 | Dec. 07, 2010 | Mar. 17, 2010 | |
Maximum award (Shares) | 200 | 10,200 | 39,324 | 41,318 | 42,402 | |
Grant Date Fair Value | 18.08 | 15.30 | 14.16 | 15.65 | 15.55 | |
Measurement Period Ending | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
Actual or Expected Percentage of Vesting | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Actual Shares Vested or Shares Projected to Vest |