0001628280-21-020879 | 10-K | XBRL Viewer

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Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Jul. 31, 2021	Oct. 01, 2021	Jan. 31, 2021
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--07-31
Document Period End Date	Jul. 31, 2021
Document Transition Report	false
Entity File Number	001-35319
Entity Registrant Name	Steel Connect, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-2921333
Entity Address, Address Line One	2000 Midway Ln
Entity Address, City or Town	Smyrna
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37167
City Area Code	914
Local Phone Number	461-1276
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 68.0
Entity Common Stock, Shares Outstanding		60,437,486
Documents Incorporated by Reference	Unless earlier included in an amendment to this Annual Report on Form 10-K, portions of the registrant's definitive proxy statement to be delivered to stockholders in connection with the Company's 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
Amendment Flag	false
Document Fiscal Year Focus	2021
Entity Central Index Key	0000914712
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	STCN
Security Exchange Name	NASDAQ
Series D Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Rights to Purchase Series D Junior Participating Preferred Stock
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Current assets:
Cash and cash equivalents	$ 96,931	$ 75,887
Accounts receivable, trade, net of allowance for doubtful accounts of $49 and $134 at July 31, 2021 and 2020, respectively	69,805	93,072
Inventories, net	16,228	15,354
Funds held for clients	8,212	18,755
Prepaid expenses and other current assets	22,222	20,475
Total current assets	213,398	223,543
Property and equipment, net	58,862	79,678
Goodwill	231,470	257,128
Other intangible assets, net	115,005	135,263
Operating right-of-use assets	50,836	56,140
Other assets	6,810	7,420
Total assets	676,381	759,172
Current liabilities:
Accounts payable	55,517	70,002
Accrued expenses	106,871	111,380
Funds held for clients	8,212	18,755
Current portion of long-term debt	5,602	5,527
Current lease obligations	13,690	14,318
Other current liabilities	28,101	29,950
Total current liabilities	217,993	249,932
Convertible note payable	9,343	8,054
Long-term debt, excluding current portion	358,189	365,468
Long-term lease obligations	38,927	43,211
Other long-term liabilities	10,537	8,509
Total long-term liabilities	416,996	425,242
Total liabilities	634,989	675,174
Commitments and contingencies (Note 10)
Contingently redeemable preferred stock, $0.01 par value per share. 35,000 shares authorized, issued and outstanding at July 31, 2021 and 2020	35,180	35,180
Stockholders' equity:
Preferred stock, $0.01 par value per share. 4,965,000 shares authorized at July 31, 2021 and 2020; zero shares issued and outstanding at July 31, 2021 and 2020	0	0
Common stock, $0.01 par value per share. Authorized 1,400,000,000 shares; 63,099,496 issued and outstanding shares at July 31, 2021; 62,787,919 issued and outstanding shares at July 31, 2020	632	628
Additional paid-in capital	7,478,638	7,478,047
Accumulated deficit	(7,480,220)	(7,433,700)
Accumulated other comprehensive income	7,162	3,843
Total stockholders' equity	6,212	48,818
Total liabilities, contingently redeemable preferred stock and stockholders' equity	$ 676,381	$ 759,172

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Accounts receivable, trade, allowance for doubtful accounts	$ 49	$ 134
Preferred stock, par value (in usd per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	4,965,000	4,965,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,400,000,000	1,400,000,000
Common stock, shares issued (in shares)	63,099,496	62,787,919
Common stock, shares outstanding (in shares)	63,099,496	62,787,919
Redeemable preferred stock
Preferred stock, par value (in usd per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	35,000	35,000
Preferred stock, shares issued (in shares)	35,000	35,000
Preferred stock, shares outstanding (in shares)	35,000	35,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Net revenue:
Total net revenue	$ 613,766,000	$ 782,813,000
Cost of revenue:
Cost of revenue	484,153,000	619,854,000
Gross profit	129,613,000	162,959,000
Operating expenses:
Selling, general and administrative	96,528,000	103,261,000
Amortization of intangible assets	20,258,000	27,255,000
Impairment of goodwill	25,658,000	0
Total operating expenses	142,444,000	130,516,000
Operating (loss) income	(12,831,000)	32,443,000
Other income (expense):
Interest income	14,000	61,000
Interest expense	(31,139,000)	(33,969,000)
Other gains, net	1,176,000	2,098,000
Total other expense	(29,949,000)	(31,810,000)
(Loss) income before income taxes	(42,780,000)	633,000
Income tax expense	1,611,000	5,917,000
Net loss	(44,391,000)	(5,284,000)
Less: Preferred dividends on redeemable preferred stock	(2,129,000)	(2,129,000)
Net loss attributable to common stockholders	$ (46,520,000)	$ (7,413,000)
Basic net loss per share attributable to common stockholders (in usd per share)	$ (0.75)	$ (0.12)
Diluted net loss per share attributable to common stockholders (in usd per share)	$ (0.75)	$ (0.12)
Weighted average common shares used in:
Basic loss per share (in shares)	62,142	61,644
Diluted loss per share (in shares)	62,142	61,644
Products
Net revenue:
Total net revenue	$ 387,510,000	$ 444,360,000
Cost of revenue:
Cost of revenue	305,601,000	345,173,000
Services
Net revenue:
Total net revenue	226,256,000	338,453,000
Cost of revenue:
Cost of revenue	$ 178,552,000	$ 274,681,000

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (44,391)	$ (5,284)
Other comprehensive income:
Foreign currency translation adjustment	4,737	8
Net loss on securities, net of tax	0	(96)
Pension liability adjustments, net of tax	(1,418)	2,897
Other comprehensive income	3,319	2,809
Comprehensive loss	$ (41,072)	$ (2,475)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income
Balance (in shares) at Jul. 31, 2019		61,805,856
Balance at Jul. 31, 2019	$ 52,692	$ 618	$ 7,477,327	$ (7,426,287)	$ 1,034
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(5,284)			(5,284)
Preferred dividends	(2,129)			(2,129)
Issuance of common stock pursuant to employee stock purchase plan (in shares)		21,540
Issuance of common stock pursuant to employee stock purchase plan	10		10
Restricted stock grants, net of forfeitures (in shares)		960,523
Restricted stock grants, net of forfeitures	0	$ 10	(10)
Share-based compensation	720		720
Other comprehensive items	$ 2,809				2,809
Balance (in shares) at Jul. 31, 2020	62,787,919	62,787,919
Balance at Jul. 31, 2020	$ 48,818	$ 628	7,478,047	(7,433,700)	3,843
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(44,391)			(44,391)
Preferred dividends	(2,129)			(2,129)
Issuance of common stock pursuant to employee stock purchase plan (in shares)		9,145
Issuance of common stock pursuant to employee stock purchase plan	4		4
Restricted stock grants, net of forfeitures (in shares)		302,432
Restricted stock grants, net of forfeitures	0	$ 4	(4)
Share-based compensation	591		591
Other comprehensive items	$ 3,319				3,319
Balance (in shares) at Jul. 31, 2021	63,099,496	63,099,496
Balance at Jul. 31, 2021	$ 6,212	$ 632	$ 7,478,638	$ (7,480,220)	$ 7,162

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Jul. 31, 2021	Jul. 31, 2020
Cash flows from operating activities:
Net loss	$ (44,391,000)	$ (5,284,000)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	23,289,000	23,075,000
Amortization of intangible assets	20,258,000	27,255,000
Amortization of deferred financing costs	571,000	435,000
Accretion of debt discount	1,290,000	622,000
Impairment of goodwill	25,658,000	0
Impairment of long-lived assets	498,000	0
Share-based compensation	591,000	720,000
Non-cash lease expense	14,186,000	14,263,000
Other losses (gains), net	439,000	(2,098,000)
Changes in operating assets and liabilities:
Accounts receivable, net	23,505,000	20,305,000
Inventories, net	(722,000)	8,510,000
Prepaid expenses and other current assets	(1,823,000)	12,396,000
Accounts payable and accrued expenses	(19,201,000)	(17,464,000)
Refundable and accrued income taxes, net	(1,242,000)	(630,000)
Other assets and liabilities	(19,839,000)	(10,481,000)
Net cash provided by operating activities	23,067,000	71,624,000
Cash flows from investing activities:
Additions to property and equipment	(3,615,000)	(12,070,000)
Proceeds from the disposition of property and equipment	289,000	21,000
Proceeds from the sale of available-for-sale securities	0	163,000
Net cash used in investing activities	(3,326,000)	(11,886,000)
Cash flows from financing activities:
Proceeds from the Cerberus revolving facility	0	19,000,000
Payments on the Cerberus revolving facility	0	(25,000,000)
Payments of long-term debt	(7,642,000)	(3,154,000)
Payments of debt financing and amendment costs	0	(914,000)
Payments of preferred dividends	(2,129,000)	(2,135,000)
Repayments on capital lease obligations	(70,000)	(100,000)
Proceeds from issuance of common stock	4,000	19,000
Net cash used in financing activities	(9,837,000)	(12,284,000)
Net effect of exchange rate changes on cash and cash equivalents	597,000	1,124,000
Net increase in cash, cash equivalents and restricted cash	10,501,000	48,578,000
Cash, cash equivalents and restricted cash, beginning of period	94,642,000	46,064,000
Cash, cash equivalents and restricted cash, end of period	$ 105,143,000	$ 94,642,000

NATURE OF OPERATIONS	12 Months Ended
NATURE OF OPERATIONS	Jul. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NATURE OF OPERATIONS Steel Connect, Inc., together with its consolidated subsidiaries (the "Company"), operates through its wholly-owned subsidiaries, IWCO Direct Holdings, Inc. ("IWCO Direct" or "IWCO") and ModusLink Corporation ("ModusLink" or "Supply Chain"). IWCO Direct delivers data-driven marketing solutions for its customers. Its full range of services includes strategy, creative and execution for omnichannel marketing campaigns, along with postal logistics programs for direct mail. Through its Mail-Gard® division, IWCO Direct also offers business continuity and disaster recovery services to protect against unexpected business interruptions, along with providing print and mail outsourcing services. ModusLink is a supply chain business process management company serving clients in markets such as consumer electronics, communications, computing, medical devices, software and retail. ModusLink designs and executes elements in its clients' global supply chains to improve speed to market, product customization, flexibility, cost, quality and service. The Company also produces and licenses an entitlement management solution for activation, provisioning, entitlement subscription, and data collection from physical goods (connected products) and digital products. Historically, the Company has financed its operations and met its capital requirements primarily through funds generated from operations, the sale of its securities, borrowings from lending institutions and sale of facilities that were not fully utilized. The Company believes it has access to adequate resources to meet its needs for normal operating costs, capital expenditures, mandatory debt redemptions and working capital for its existing business for at least twelve months from the date of this filing. These resources include cash and cash equivalents, ModusLink's credit agreement with MidCap Financial Trust ("MidCap"), IWCO Direct's revolving credit facility and cash, if any, provided by operating activities. The Company's expectations regarding its ability to use its existing cash to continue funding its operations are based on assumptions that may prove to be inaccurate, and the Company may require capital resources sooner than currently expected. While the Company believes it will be able to access this additional liquidity based on existing information, the assumptions underlying this belief may also later prove to be inaccurate. As of July 31, 2021 and 2020, the Company had cash and cash equivalents of $96.9 million and $75.9 million, respectively. As of July 31, 2021, the Company had a working capital deficit of $4.6 million, which includes accrued pricing liabilities and certain tax related liabilities which the Company believes will not require a cash outlay in the next twelve months. As of July 31, 2021, ModusLink had a readily available borrowing capacity under its revolving credit facility of $8.7 million. As of July 31, 2021, IWCO Direct had a readily available borrowing capacity under its revolving facility of $25.0 million. The Company believes it will generate sufficient cash to meet its debt covenants under its credit facilities to which certain of its subsidiaries are a party and that it will be able to obtain cash through its current and future credit facilities, if needed. Impact of COVID-19 The ongoing COVID-19 pandemic has adversely impacted and is likely to further adversely impact nearly all aspects of our business and markets, including our workforce and the operations of our clients, suppliers, and business partners. Beginning in March 2020, when the World Health Organization categorized COVID-19 as a pandemic and the President of the United States declared the COVID-19 outbreak a national emergency, we experienced impacts to our facility operations, supply chain, availability and productivity of personnel, while also working to comply with rapidly evolving international, federal, state and local restrictions on travel and workplace health and safety. We experienced disruptions to our business continuity as a result of temporary closures of certain of ModusLink’s facilities in the third and fourth quarters of fiscal year 2020, as well as the fourth quarter of fiscal year 2021. However, these temporary closures did not have a significant impact on ModusLink’s operations. Additionally, although IWCO Direct operated as an essential business, it had reduced operating levels and labor shifts due to lower sales volume during the third quarter of fiscal year 2020. To help combat these impacts and mitigate the financial impact of the COVID-19 pandemic on our business, during fiscal year 2020 we took proactive measures by initiating cost reduction actions, including the waiver of board fees, hiring freezes, staffing and force reductions, company-wide salary reductions, bonus payment deferrals and temporary 401(k) match suspension. The temporary waiver of board fees and company-wide salary reduction actions taken in the prior fiscal year were fully restored prior to the beginning of fiscal year 2021, and the majority of salary reductions were repaid prior to the fiscal quarter ended January 31, 2021.We continue our focus on cash management and liquidity, which includes aggressive working capital management. In addition, we aim to closely monitor the impact of COVID-19 on all aspects of our business and geographies, including its impact on our clients, employees, suppliers, vendors, business partners and distribution channels. We believe that such impacts could include, but are not limited to, the extent and severity of the impact on our customers and suppliers; the continued disruption to the demand for our businesses' products and services; the impact of the global business and economic environment on liquidity and the availability of capital; delays in payments of outstanding receivables beyond normal payment terms; supply chain disruptions; uncertain demand; and the effect of any initiatives or programs that we may undertake to address financial and operational challenges faced by our customers. The full extent to which the pandemic will directly or indirectly impact our business, results of operations and financial condition, is difficult to predict, and will depend on the duration and spread of the ongoing COVID-19 pandemic (including new variants of COVID-19), its severity, the actions to contain the virus or address its impact, the timing, distribution, and efficacy of vaccines and other treatments, U.S. and foreign government actions to respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume. As of the filing of this Form 10-K, all of our facilities were open and able to operate at normal capacities. We will evaluate further actions if circumstances warrant while continuing to strategically support the Company’s future growth initiatives (including its Competitive Improvement Plan for IWCO Direct), sales and marketing activities and supply chain solutions and services. Steel Holdings Expression of Interest On November 19, 2020, the Company's Board received a preliminary, non-binding expression of interest from Steel Holdings to acquire all of the outstanding shares of common stock not already owned by Steel Holdings or its affiliates for a combination of cash and Steel Holdings 6% Series A Preferred Units, which would imply a value per share of common stock in the range of $0.65 to $0.72 per share. The transaction, as proposed, is subject to negotiation. Any definitive agreement with respect to such transaction is subject to approval by the board of directors of Steel Holdings, the Board and shareholders. Such definitive agreement would be expected to contain customary closing conditions, including standard regulatory notifications and approvals. As a result, we cannot predict whether the terms of such transaction will be agreed upon by Steel Holdings and the Board's special committee for recommendation to their respective boards of directors, for approval of the transaction or whether any such transactions would be approved by the requisite votes of our shareholders. We also cannot predict the timing, final structure or other terms of any potential transaction and the terms of any such transaction may differ materially from those originally proposed by Steel Holdings. The pendency of any such proposed transaction may have had and may continue to have an adverse impact on the market price of our common stock. In addition, we expect to incur a number of non-recurring, transaction-related costs associated with negotiating the proposed transaction.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jul. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements reflect the application of certain significant accounting policies described below.

Principles of Consolidation

The accompanying consolidated financial statements of the Company include the results of its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company accounts for investments in businesses in which it owns between 20% and 50% of the voting interest using the equity method, if the Company has the ability to exercise significant influence over the investee company. All other investments in privately held businesses over which the Company does not have the ability to exercise significant influence, or for which there is not a readily determinable market value, are accounted for under the cost method of accounting.

During the three months ended October 31, 2019, the Company recorded a $6.4 million adjustment to correct an out-of-period misstatement related to the Company's estimate for certain tax related liabilities.

Use of Estimates

The preparation of the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. 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 revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates including those related to: (1) revenue recognition; (2) valuation allowances for trade and other receivables; (3) the valuation of goodwill, other intangible assets and long-lived assets; (4) contingencies, including litigation reserves; (5) restructuring charges and related severance expenses; (6) going concern assumptions, and (7) accrued pricing and tax related liabilities. Accounting estimates are based on historical experience and various assumptions that are considered reasonable under the circumstances. However, because these estimates inherently involve judgments and uncertainties, actual results could differ materially from those estimated.

Revenue Recognition

The Company recognizes revenue from its contracts with customers primarily from the sale of marketing solutions offerings and supply chain management services. Revenue is recognized when control of the promised goods or services is transferred to a customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. For IWCO Direct's marketing solutions offerings and ModusLink's supply chain management services arrangements, the goods and services are considered to be transferred over time as they are performed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

Marketing solutions offerings

IWCO Direct's revenue is generated through the provision of data-driven marketing solutions, primarily through providing direct mail products to customers. Revenue related to the majority of IWCO Direct's marketing solutions contracts, which typically consist of a single integrated performance obligation, is recognized over time as the Company performs because the products have no alternative use to the Company.

Supply chain management services

ModusLink's revenue primarily comes from the sale of supply chain management services to its clients. Amounts billed to customers under these arrangements include revenue attributable to the services performed as well as for materials procured on the customer's behalf as part of its service to them. The majority of these arrangements consist of two distinct performance obligations (i.e., warehousing/inventory management service and a separate kitting/packaging/assembly service), revenue related to each of which is recognized over time as services are performed using an input method based on the level of efforts expended.

Other

Other revenue consists of cloud-based software subscriptions, software maintenance and support service contracts, fees for professional services and fees for the sale of perpetual software licenses in ModusLink's e-Business operations. Except for perpetual software licenses, revenue related to these arrangements is recognized on a straight-line basis over the term of the agreement or over the term of the agreement in proportion to the costs incurred in satisfying the obligations under the contract. Revenue from the sale of perpetual licenses is recognized at a point in time upon execution of the relevant license agreement and when delivery has taken place.

Significant Judgments

The Company's contracts with customers may include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For arrangements with multiple performance obligations, the Company allocates revenue to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation. The Company generally determines standalone selling prices based on the prices charged to customers and uses a range of amounts to estimate standalone selling prices when we sell each of the products and services separately and need to determine whether there is a discount that needs to be allocated based on the relative standalone selling prices of the various products and services. The Company typically has more than one range of standalone selling prices for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, the Company may use

information such as the type of customer and geographic region in determining the range of standalone selling prices.

The Company may provide credits or incentives to customers, which are accounted for as variable consideration when estimating the transaction price of the contract and amounts of revenue to recognize. The amount of variable consideration to include in the transaction price is estimated at contract inception using either the estimated value method or the most likely amount method based on the nature of the variable consideration. These estimates are updated at the end of each reporting period as additional information becomes available and revenue is recognized only to the extent that it is probable that a significant reversal of any amounts of variable consideration included in the transaction price will not occur.

Principal Versus Agent Revenue Recognition

For revenue generated from contracts with customers involving another party, the Company considers whether it maintains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment and discretion in establishing price. Revenues are recognized on a gross basis if the Company is acting in the capacity of a principal and on a net basis if its acting in the capacity of an agent.

Contract Balances

Timing of revenue recognition may differ from timing of invoicing to customers. The Company records contract assets and liabilities related to its contracts with customers as follows:

•Accounts receivable when revenue is recognized prior to receipt of cash payments and if the right to such amounts is unconditional and solely based on the passage of time.

•Contract assets when the Company recognizes revenue based on efforts expended but the right to such amount is conditional upon satisfaction of another performance obligation. Contract assets are primarily comprised of fees related to marketing solutions offerings and supply chain management services. The Company's contract assets are all short-term in nature and are included in prepaid expenses and other current assets in the Company's consolidated balance sheets.

•Deferred revenue when cash payments are received or due in advance of performance. Deferred revenue is primarily comprised of fees related to supply chain management services, cloud-based software subscriptions and software maintenance and support service contracts, which are generally billed in advance. Deferred revenue also includes other offerings for which we have been paid in advance and earn the revenue when we transfer control of the product or service. The deferred revenue balance is classified as a component of other current liabilities and other long-term liabilities on the Company's consolidated balance sheets.

Accounts Receivable and Allowance for Doubtful Accounts

The Company's unsecured accounts receivable are stated at original invoice amount less an estimate made for doubtful receivables based on a monthly review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering each customer's financial condition, credit history, current economic conditions, whether any amounts are currently past due and the length of time accounts may be past due. The Company writes off accounts receivable when management deems them uncollectible and records recoveries of accounts receivable previously written off when received. When accounts receivable are considered past due, the Company generally does not charge interest on past due balances.

The allowance for doubtful accounts consisted of the following:


	July 31, 2021		July 31, 2020
	(In thousands)
Balance at beginning of year	$	134	$	1,804
Provisions charged to expense	—		111
Accounts written off	(6)		(1,781)
Recovered	(79)		—
Balance at end of year	$	49	$	134

Foreign Currency Translation

All assets and liabilities of the Company's foreign subsidiaries, whose functional currency is the local currency, are translated to U.S. dollars at the rates in effect at the balance sheet date. All amounts in the consolidated statements of operations are translated using the average exchange rates in effect during the year. Resulting translation adjustments are reflected in the accumulated other comprehensive income (loss) component of stockholders' equity. Settlement of receivables and payables in a foreign currency that is not the functional currency result in foreign currency transaction gains and losses. Foreign currency transaction gains and losses are included in "Other gains (losses), net" in the consolidated statements of operations.

Cash, Cash Equivalents and Short-term Investments

Cash equivalents consist of highly liquid investments with an original maturity of three months or less at the time of purchase. Investments with maturities greater than three months to twelve months at the time of purchase are considered short-term investments. Cash and cash equivalents consisted of the following:


	July 31, 2021		July 31, 2020
	(In thousands)
Cash and bank deposits	$	54,604	$	70,770
Money market funds	42,327		5,117
	$	96,931	$	75,887

Fair Value Measurements

The Company measures certain assets and liabilities at fair value (see Note 20 - "Fair Value Measurements"). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values of assets and liabilities are determined based on a three-level measurement input hierarchy. Level 1 inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date. Level 2 inputs are other than quoted market prices that are observable, either directly or indirectly, for an asset or liability. Level 2 inputs can include quoted prices in active markets for similar assets or liabilities, quoted prices in a market that is not active for identical assets or liabilities, or other inputs that can be corroborated by observable market data. Level 3 inputs are unobservable for the asset or liability when there is little, if any, market activity for the asset or liability. Level 3 inputs are based on the best information available and may include data developed by the Company.

Funds Held for Clients

Funds held for clients represent cash that is restricted for use solely for the purposes of satisfying the obligations to remit clients' customer funds to the Company's clients. These funds are classified as a current asset and a corresponding current liability on the Company's consolidated balance sheets.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined by both moving averages and the first-in, first-out methods. IWCO Direct's inventory consists primarily of raw material (paper) used to produce direct mail packages and work-in-process. Finished goods are generally not a significant element of IWCO Direct's inventory as they are generally mailed after the production and sorting process. A provision for excess or obsolete inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns and future sales expectations.

Business Combinations and Valuation of Goodwill and Other Acquired Intangible Assets

When the Company acquires a business, it allocates the purchase price to the assets acquired, liabilities assumed and any noncontrolling interests based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Significant judgment may be used to determine these fair values, including the use of appraisals, discounted cash flow models, market value for similar purchases or other methods applicable to the circumstances. The assumptions and judgments made by the Company when recording business combinations will have an impact on reported results of operations in the future. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Accounting for Impairment of Long-Lived Assets, Goodwill and Other Intangible Assets

The Company tests long-lived assets or group of assets for recoverability whenever events or changes in circumstances indicate that the Company may not be able to recover the asset's carrying amount. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company evaluates recoverability generally by determining whether the undiscounted cash flows expected to result from the use and eventual disposition of that asset or group cover the carrying value at the evaluation date. If the undiscounted cash flows are not sufficient to recover the carrying value, the Company measures an impairment loss as the excess of the carrying amount of the long-lived asset or group over its fair value. Management may use third-party valuation experts to assist in its determination of fair value.

The carrying value of goodwill is not amortized, but is tested for impairment annually as of June 30, and, additionally on an interim basis, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The accounting standards for goodwill allow for the assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company does not utilize a qualitative assessment approach, then the quantitative goodwill impairment test is utilized to identify potential impairments. The Company identifies any potential impairment by comparing the carrying value of a reporting unit to its fair value. The Company typically determines the fair value of its reporting units using a discounted cash flow valuation approach. If a potential impairment is identified, the Company will determine the amount of goodwill impairment by comparing the fair value of a reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized. The Company recognized a interim pre-tax goodwill impairment charge of $25.7 million during the quarter ended April 30, 2021. The annual and interim impairment tests in the fiscal year ended July 31, 2020 did not result in impairments to goodwill.

Acquired finite-lived intangible assets are amortized over their estimated useful lives. The Company evaluates the recoverability of its intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.

Property and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. The costs of additions and improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Depreciation and amortization is computed by applying the straight-line method to the estimated useful lives of the respective assets. Changes in estimated useful lives and salvage values of the Company’s assets and the related depreciation and amortization expense are accounted for prospectively. The Company capitalizes certain computer software development costs when incurred in connection with developing or obtaining computer software for internal use. The estimated useful lives are as follows:


Category						Useful Lives

Machinery and equipment						3 to 7 years
Furniture and fixtures						5 to 7 years
Automobiles						5 years
Software						3 to 8 years
Leasehold improvements						Shorter of the lease term or the estimated useful life of the asset

Leases

The Company leases office space, warehouse facilities, equipment and automobiles under operating leases. These leases may also include rent escalation clauses or lease incentives in the form of construction allowances and rent reduction. In determining the lease term used in the lease right-of-use ("ROU") asset and lease liability calculations, the Company considers various factors such as market conditions and the terms of any renewal or termination options that may exist. When deemed reasonably certain, the renewal and termination options are included in the determination of the lease term and calculation of the lease ROU asset and lease liability. The Company is typically required to make fixed minimum rent payments, variable rent payments primarily based on performance, or a combination thereof, directly related to its ROU asset. The Company is also often required, by the lease, to pay for certain other costs including real estate taxes, insurance, common area maintenance fees and/or certain other costs, which may be fixed or variable, depending upon the terms of the respective lease agreement. To the extent these payments are fixed, the Company has included them in calculating the lease ROU assets and lease liabilities.

The Company calculates lease ROU assets and lease liabilities as the present value of fixed lease payments over the reasonably certain lease term beginning at the commencement date. When discount rates implicit in leases cannot be readily determined, the Company uses its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments.

For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases, the ROU asset is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less ("short-term lease"), any fixed lease payments are recognized on a straight-line basis over such term and are not recognized on the consolidated balance sheets. Variable lease cost for both operating and finance leases, if any, is recognized as incurred.

Restructuring Costs

Restructuring and other exit costs may include employee separation costs, asset impairment charges, contract exit costs and costs of facility consolidation and closure. The Company records restructuring and other exit costs at their fair value when incurred. In accordance with existing benefit arrangements, employee termination costs are accrued when the restructuring actions are probable and estimable. Employee separation costs may also include one-time termination benefits recognized as a liability at estimated fair value, at the time of communication to employees, unless future service is required beyond the minimum retention period, in which case the costs are recognized ratably over the future service period.

Income Taxes

Income taxes are accounted for using the asset and liability method whereby deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. This methodology is subjective and requires significant estimates and judgments in the determination of the recoverability of deferred tax assets and in the calculation of certain tax liabilities.

Income tax accounting standards prescribe: (1) a minimum recognition threshold that an income tax benefit arising from an uncertain income tax position taken, or expected to be taken, on an income tax return is required to meet before being recognized in the financial statements and (2) the measurement of the income tax benefits recognized from such positions. The Company's accounting policy is to classify uncertain income tax positions that are not expected to be resolved in one year as non-current income tax liabilities and to classify potential interest and penalties on uncertain income tax positions as elements of the provision for income taxes in its financial statements. See Note 15 - "Income Taxes," for additional information.

Pension Plans

The Company sponsors defined benefit pension plans covering certain of its employees in the Netherlands and Japan. In accordance with accounting standards for employee pension benefits, the Company recognizes on a plan-by-plan basis the unfunded status of its pension plans in the consolidated financial statements and measures its pension plan assets and benefit obligations as of July 31. The obligation for the Company's pension plans and the related annual costs of employee benefits are calculated based on several long-term assumptions, including discount rates and expected mortality for employee benefit liabilities, rates of return on plan assets and expected annual rates for salary increases for employee participants.

Share-Based Compensation Plans

All share-based payment awards to employees and directors are measured based upon their grat date fair values and expensed over the period during with the employee or director is required to provide service in exchange for the award (the vesting period). The Company accounts for forfeitures in the period in which they occur.

Deferred Debt Issue Costs

Costs to issue debt are capitalized and deferred when incurred and subsequently amortized to interest expense over the term of the related debt using the effective interest rate method. Deferred debt issuance costs are presented in the Company's consolidated balance sheets as a direct deduction from the carrying amount of the associated debt liability.

Major Clients and Concentration of Credit Risk

For the fiscal years ended July 31, 2021 and 2020, the Company's ten largest clients accounted for approximately 52% and 57% of consolidated net revenue, respectively. One client, associated with the Supply Chain segment, accounted for 16% and 17% of the Company's consolidated net revenue for the fiscal years ended July 31, 2021 and 2020, respectively. One client, associated with the Direct Marketing segment, accounted for approximately 11% and 8% of the Company's consolidated net revenue for the fiscal years ended July 31, 2021 and 2020, respectively. Two clients, associated with the Supply Chain segment, accounted for greater than 10% of the Company's consolidated net accounts receivables as of July 31, 2021. The first client accounted for approximately 13% and 9% of the Company's consolidated net accounts receivable balance as of July 31, 2021 and 2020, respectively. The second client accounted for approximately 12% and 11% of the Company's net accounts receivable balance as of July 31, 2021 and 2020, respectively.

Financial instruments which potentially subject the Company to concentrations of credit risk are cash, cash equivalents and accounts receivable. The Company's cash equivalent portfolio is diversified and consists primarily of short-term investment grade securities placed with high credit quality financial institutions. Cash and cash equivalents are maintained at accredited financial institutions, and the balances associated with funds held for clients are at times without and in excess of federally insured limits. The Company has never experienced any losses related to these balances and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with financial institutions.

Adoption of New Accounting Standards

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements. The amendments in ASU 2018-13 were effective in the first quarter of the Company's fiscal year ending July 31, 2021 (Fiscal Year 2021). The adoption of the accounting standard did not have a material impact on the Company's financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 modifies the disclosure requirements for employers that sponsor defined benefit pension and other post-retirement plans. The amendments in ASU 2018-14 became effective in the first quarter of the Company's Fiscal Year 2021. The adoption of the accounting standard did not have a material impact on the Company's financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The amendments in ASU 2018-15 became effective for the Company's first quarter of Fiscal Year 2021. The adoption of the accounting standard did not have a material impact on the Company's consolidated financial statements.

Accounting Standards Issued and Not Yet Implemented

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Loses on Financial Instruments, an ASU that requires measurement and recognition of expected credit losses for financial instruments, including trade receivables, based on historical experience, current conditions, and reasonable and supportable

forecasts that affect the collectability of the reported amount. The ASU will be effective for the Company beginning in the first quarter of the fiscal year ending July 31, 2024 on a modified retrospective basis, which requires a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The new guidance is effective for the Company's first quarter of the fiscal year ending July 31, 2022. The Company does not expect that the adoption of this new guidance will have a material impact on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which is intended to provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate, known as LIBOR, or by another reference rate expected to be discontinued. This optional guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40). The amendment in this update simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity's financial statements and information about events, conditions and circumstances that can affect how to assess the amount or timing of an entity's future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning in our fiscal year ending July 31, 2025, with early adoption permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

Reclassification

Certain reclassifications have been made to the prior year balances to conform with current reporting. On the statement of cash flows for the year ended July 31, 2020, the Company reclassified the non-cash portion of lease expense which totaled $14.3 million from Other Assets and Liabilities to Non-cash Lease Expense. These reclassifications had no impact on net loss or stockholder’s equity.

INVENTORIES

12 Months Ended

Jul. 31, 2021

Inventory Disclosure [Abstract]

INVENTORIES

Inventories, net consisted of the following:


	July 31, 2021		July 31, 2020
	(In thousands)
Raw materials	$	15,484	$	14,216
Work-in-process	76		253
Finished goods	668		885
	$	16,228	$	15,354

PROPERTY AND EQUIPMENT

12 Months Ended

Jul. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENTProperty and equipment at cost, consists of the following:


	July 31,
	2021		2020
	(In thousands)
Land	$	942	$	942
Machinery and equipment	110,545		112,407
Leasehold improvements	24,941		24,659
Software	54,606		53,715
Computer hardware	13,966		14,055
Other	5,127		6,083
	210,127		211,861
Less: accumulated depreciation and amortization	(151,265)		(132,183)
Property and equipment, net	$	58,862	$	79,678

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Jul. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

The Company's goodwill of $231.5 million as of July 31, 2021 relates to the Company's Direct Marketing reporting unit, which is the only reporting unit in the Direct Marketing reportable segment. The carrying value of goodwill is not amortized, but is tested for impairment annually as of June 30, and, additionally on an interim basis, whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

During the three months ended April 30, 2021, IWCO was informed by two significant customers that they would be transitioning their direct marketing services to other providers by the end of the fiscal year ended July 31, 2021 and another customer that it would have significantly lower volumes of sales in at least the fiscal quarter ended July 31, 2021. In connection with its quarterly close procedures, the Company assessed the anticipated negative impact on revenue and earnings from these changes in demand, along with the previously reported notification of another significant customer transitioning its direct marketing services to another company, and determined these factors were indicators that goodwill and other long-lived assets may be impaired. The customers who are transitioning their direct marketing spending to other companies accounted for approximately $10.9 million or 7% and $13.1 million or 7% of the Company’s revenues for the three months ended April 30, 2021 and 2020, respectively. As a result, the Company performed an interim impairment test of Direct Marketing's goodwill and other long-lived assets as of April 30, 2021. The Company determined that the goodwill was impaired, and recorded a non-cash impairment charge of $25.7 million for the three months ended April 30, 2021. This amount also represents the Company's accumulated goodwill impairment loss as of July 31, 2021.

As of the Company’s annual impairment test date on June 30, 2021, the Company performed a quantitative impairment test of goodwill. The Company calculated the fair value of the Direct Marketing reporting unit which indicated the fair value of the reporting unit exceeded its carrying value by greater than 10%, and therefore, as of June 30, 2021, there was no goodwill impairment.

For each of the goodwill impairment tests performed during the year ended July 31, 2021, the fair value of the Direct Marketing reporting unit was calculated using a discounted cash flow model (a form of the income approach) using the Company's current projections, which are subject to various risks and uncertainties associated with its forecasted revenue, expenses and cash flows, as well as the duration and expected impact on its business from the COVID-19 pandemic. The DCF calculation was dependent on estimates for future sales, operating income, depreciation and amortization, income tax payments, working capital changes and capital expenditures, as well as expected long-term growth rates for cash flows. All of these factors are affected by economic conditions related to the industries in which the Company and its customers operate, as well as in conditions in the global capital markets. The discount rates utilized in the DCF valuation are based upon our weighted average cost of capital, which takes into account the relative weights of each component of capital structure (equity and debt) and represents the expected cost of new capital adjusted as appropriate to consider the risk inherent in future cash flows of the reporting unit. Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company's estimates. The Company's estimates of future cash flows are based on current economic climates, recent operating results and planned business strategies. These estimates could be negatively affected by decreased customer demand for IWCO's services, changes in regulations, further economic downturns, increased customer attrition or an inability to execute IWCO's business strategies. If the Company's ongoing cash flow projections are not met, the Company may have to record further impairment charges in future periods.

Other intangible assets, net, as of July 31, 2021, include customer relationships. The customer relationships intangible asset is being amortized on an accelerated basis over their estimated useful lives. At least annually, the remaining useful lives are evaluated.

The table below presents information for the Company's identifiable intangible assets that are subject to amortization:


		July 31, 2021						July 31, 2020
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in years)	(In thousands)
Customer relationships	15	$	192,730	$	77,725	$	115,005	$	192,730	$	60,032	$	132,698
Trademarks and trade names	3	20,520		20,520		—		20,520		17,955		2,565
Total		$	213,250	$	98,245	$	115,005	$	213,250	$	77,987	$	135,263

The Company performed a qualitative assessment of whether it was more likely than not that its other intangibles assets were impaired as of July 31, 2021. The Company reviewed its previous forecasts and assumptions based on the Company's current projections, that are subject to various risks and uncertainties, including forecasted revenues, expenses and cash flows, including the duration and extent of impact to our businesses from the COVID-19 pandemic. Based upon that assessment, the Company concluded it was not more likely than not that the other intangible assets were impaired as of July 31, 2021.

The table below presents amortization expense recorded by the Company for its identifiable intangible assets.


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Customer relationships	$	17,693	$	20,415
Trademarks and trade names	2,565		6,840
Total	$	20,258	$	27,255

The estimated future amortization expense of intangible assets as of July 31, 2021 is as follows (in thousands):


For the Fiscal Years Ended July 31,
2022	$	15,334
2023	11,427
2024	9,371
2025	9,371
2026	9,371
Thereafter	60,131
	$	115,005

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Jul. 31, 2021

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The following tables reflect the components of "Accrued expenses" and "Other current liabilities":


	July 31, 2021		July 31, 2020
Accrued Expenses	(In thousands)
Accrued taxes	$	57,152	$	60,744
Accrued compensation	22,987		25,439
Accrued interest	476		476
Accrued audit, tax and legal	3,674		3,399
Accrued contract labor	930		981
Accrued workers' compensation	1,818		3,949
Accrued other	19,834		16,392
	$	106,871	$	111,380


	July 31, 2021		July 31, 2020
Other Current Liabilities	(In thousands)
Accrued pricing liabilities	$	10,295	$	13,499
Customer postage deposits	13,452		8,551

Other	4,354		7,900
	$	28,101	$	29,950

As of July 31, 2021 and 2020, the Company had accrued taxes of $57.2 million and $60.7 million, respectively which reflected the Company’s estimate for certain tax related liabilities. During the fiscal year ended July 31, 2021 and 2020, the Company recorded favorable (unfavorable) adjustments totaling $3.6 million and $(1.9) million, respectively, related to certain tax related liabilities which reflected the Company's revised estimate for such exposures. As of July 31, 2021 and 2020, the Company had accrued pricing liabilities of approximately $10.3 million and $13.5 million, respectively. During the fiscal years ended July 31, 2021 and 2020, the Company concluded that certain accrued pricing liabilities had been extinguished, and the Company derecognized and recorded in Other gains, net $3.2 million and $0.8 million, respectively. As previously reported by the Company, several principal adjustments were made to its historic financial statements for periods ended 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, 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 been 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 or any of the accrued pricing liabilities based upon the expiration of statutes of limitations, and due in part to the nature of the interactions with its clients. The remaining accrued pricing liabilities as of July 31, 2021 will be derecognized when there is sufficient information for the Company to conclude that such liabilities are not subject to escheatment and have been extinguished, which may occur through payment, legal release, or other legal or factual determination. The Company has not provided for any provision for interest and or penalties related to escheatment as it has concluded that such is not probable to occur and any potential interest and penalties cannot be reasonably estimated.

DEBT

12 Months Ended

Jul. 31, 2021

Debt Disclosure [Abstract]

DEBT

The components of debt and a reconciliation to the carrying amount of long-term debt is presented in the table below:


	July 31, 2021		July 31, 2020
	(In thousands)
Secured
Cerberus Term Loan due December 15, 2022	$	364,330	$	371,972
Unsecured
7.50% Convertible Senior Note due March 1, 2024	14,940		14,940
Credit Facilities

Cerberus Bank Credit Facility	—		—
MidCap Credit Facility	—		—
Less: unamortized discounts and issuance costs	(6,136)		(7,863)
Total debt, net	373,134		379,049
Less: current portion of debt, net	(5,602)		(5,527)
Total long-term debt, net	$	367,532	$	373,522

MidCap Credit Facility

On December 31, 2019, ModusLink, as borrower, and certain of its subsidiaries as guarantors (the "MidCap Guarantors"), entered into a revolving credit and security agreement (the "MidCap Credit Agreement"), with MidCap, as lender and as agent.

The MidCap Credit Agreement, which has a three year term, provides for a maximum credit commitment of $12.5 million and a sublimit of $5.0 million for letters of credit. The actual maximum credit available under the MidCap 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 (a) eligible accounts receivable; plus (b) the least of (i) the orderly liquidation value of eligible inventory, (ii) the value of eligible inventory based on first-in-first-out cost or market cost and other adjustments, and

(iii) $4.5 million; minus (c) reserves; all as specified in the MidCap Credit Agreement. Amounts borrowed under the MidCap Credit Agreement are due and payable, together with all unpaid interest, fees and other obligations, on December 31, 2022.

Generally, borrowings under the MidCap Credit Agreement bear interest at a rate per annum equal to the LIBOR Rate (as defined in the MidCap Credit Agreement), which is subject to adjustment by MidCap, plus a margin of 4% per annum. In addition to paying interest on outstanding principal under the MidCap Credit Agreement, ModusLink is required to pay an unused line fee of 0.50% per annum. ModusLink is also required to pay a customary letter of credit fee equal to the applicable margin on loans bearing interest at the LIBOR Rate.

Obligations under the MidCap Credit Agreement are guaranteed by the MidCap Guarantors, and the MidCap Credit Agreement is secured by security interests in substantially all of the assets of ModusLink and the MidCap Guarantors, including a pledge of all of the equity interests of each subsidiary of ModusLink that is a domestic entity (subject to certain limited exceptions). Steel Connect, Inc. is not a borrower or a guarantor under the MidCap Credit Agreement.

The MidCap Credit Agreement includes certain representations and warranties of ModusLink, as well as events of default and certain affirmative and negative covenants that are customary for credit agreements of this type. These covenants include restrictions on borrowings, investments and dispositions by ModusLink, as well as limitations on ModusLink's ability to make certain distributions and to enter into transactions with affiliates. The MidCap Credit Agreement requires compliance with certain financial covenants providing for the maintenance of a minimum fixed charge coverage ratio, all as more fully described in the MidCap Credit Agreement.

On December 9, 2020, ModusLink entered into a First Amendment to the MidCap credit agreement ("Amendment No. 1") to permit special cash dividends to be made on or prior to July 31, 2021 in an aggregate amount not to exceed $50.0 million (the "Special Distributions") to the Company. Payment of the Special Distributions eliminated the availability of the general dividend basket for the fiscal year ended July 31, 2021. Special Distributions totaling $40.0 million were made by ModusLink to the Company during the quarter ended January 31, 2021. In addition, Amendment No. 1 incorporates a new minimum liquidity financial covenant, which requires that the sum of excess availability under the MidCap credit agreement and the amount of qualified cash and cash equivalents of the borrower is not less than $3.0 million until the earlier of July 31, 2021 or the date on which the borrower has either distributed the maximum amount of the Special Distributions or waived the ability to make further Special Distributions. Among other things, Amendment No. 1 also increases the percentage of eligible accounts included in the borrowing base from 50% to 75% and amends the condition for borrowing of revolving loans after the effective date of Amendment No. 1 to require evidence that specified availability (the sum of excess availability and the difference between the borrowing base and the aggregate revolving loan commitments) is not less than $3.0 million prior to giving effect to any such borrowing.

On June 2, 2021, ModusLink entered into a Second Amendment to the MidCap credit agreement (“Amendment No. 2”) which extends the time period for payment from ModusLink to the Company of special distributions to July 31, 2022. In addition, the unused line fee was increased to 0.65% in Amendment No. 2 and certain other technical amendments were incorporated.

On July 1, 2021, ModusLink entered into a Third Amendment to the Credit Agreement (“Amendment No. 3”) which increases the effective cap on eligibility of unpaid Eligible Accounts, as defined in the Credit Agreement, from a certain obligor to $8.0 million. In addition, Amendment No. 3 amended the Credit Agreement to require disclosure by ModusLink of certain discount payments owing to certain of its customers which are not expected to be deducted from the Borrowing Base in the future.

Upon the occurrence and during the continuation of an event of default under the MidCap Credit Agreement, MidCap may, among other things, declare all obligations under the MidCap Credit Agreement immediately due and payable and increase the interest rate at which loans and other obligations under the MidCap Credit Agreement bear interest. As of and during the fiscal year ended July 31, 2021, ModusLink was in compliance with all financial covenants in the MidCap Credit Agreement. ModusLink believes it will remain in compliance with the MidCap Credit Agreement’s covenants for the next twelve months. At July 31, 2021, the Company did not have any balance outstanding and had a readily available borrowing capacity under its MidCap Credit Facility of $8.7 million. At July 31, 2020, the Company did not have any balance outstanding on the MidCap Credit Facility.

Cerberus Credit Facility

On December 15, 2017, the Company entered into a Financing Agreement (the "Financing Agreement"), by and among the Company, Instant Web, LLC, a Delaware corporation and wholly-owned subsidiary of IWCO Direct (as "Borrower"),

IWCO, and certain of IWCO Direct's subsidiaries (together with IWCO Direct, the "Guarantors"), the lenders from time to time party thereto and Cerberus Business Finance, LLC, as collateral agent and administrative agent for the lenders. Steel Connect, Inc. is not a borrower or a guarantor under the Financing Agreement.

The Financing Agreement provides for a $393.0 million term loan facility (the "Term Loan") and a $25.0 million revolving credit facility (the "Revolving Facility") (together, the "Cerberus Credit Facility"). Proceeds of the Cerberus Credit Facility were used (i) to finance a portion of the Company's acquisition of IWCO Direct (the "IWCO Direct Acquisition"), (ii) to repay certain existing indebtedness of the Borrower and its subsidiaries, (iii) for working capital and general corporate purposes and (iv) to pay fees and expenses related to the Financing Agreement and the IWCO Direct Acquisition.

The Cerberus Credit Facility has a five year term and matures on December 15, 2022. Borrowings under the Cerberus Credit Facility bear interest, at the Borrower's option, at a Reference Rate plus 3.75% or a LIBOR Rate plus 6.5%, each as defined the Financing Agreement. The initial interest rate under the Cerberus Credit Facility is at the LIBOR Rate option.

The Term Loan under the Cerberus Credit Facility is repayable in consecutive quarterly installments, each of which will be in an amount equal per quarter of $1.5 million and each such installment to be due and payable, in arrears, on the last day of each calendar quarter commencing on March 31, 2018 and ending on the earlier of (a) December 15, 2022 and (b) upon the payment in full of all obligations under the Financing Agreement and the termination of all commitments under the Financing Agreement. Further, the Term Loan would be permanently reduced pursuant to certain mandatory prepayment events including an annual "excess cash flow sweep" of 50% of the consolidated excess cash flow, with a step-down to 25% when the Leverage Ratio (as defined in the Financing Agreement) is below 3.50:1.00; provided that, in any calendar year, any voluntary prepayments of the Term Loan shall be credited against the Borrower's "excess cash flow" prepayment obligations on a dollar-for-dollar basis for such calendar year.

On March 30, 2020, IWCO Direct entered into Amendment No. 2 to the Financing Agreement ("Amendment No. 2"). Amendment No. 2 amended the Financing Agreement to permit Borrower to defer approximately $3.0 million in principal payments, due between March 31, 2020 and June 30, 2020, until loan maturity and to forgo the payment of approximately $4.3 million in principal payments pursuant to the excess cash flow sweep in the Financing Agreement. In addition, while Amendment No. 2 limited the total amount Borrower may distribute to the Company for management fees and tax sharing to $5.0 million during the calendar year ending December 31, 2020, Amendment No. 2 also amended the calculation of the excess cash flow defined in the Financing Agreement, for the same period, to eliminate any adverse impact to Borrower from the distribution limit or from the deferral of principal payments. Borrower is required to continue to make all interest payments. In addition, Amendment No. 2 amended the liquidity requirement from $15.0 million to $14.5 million.

Borrowings under the Financing Agreement are fully guaranteed by the Guarantors and are collateralized by substantially all the assets of the Borrower and the Guarantors and a pledge of all of the issued and outstanding equity interests of each of IWCO Direct's subsidiaries.

The Financing Agreement contains certain representations, warranties, events of default, mandatory prepayment requirements, as well as certain affirmative and negative covenants customary for financing agreements of this type. These covenants include restrictions on borrowings, investments and dispositions, as well as limitations on the ability of the Borrower and the Guarantors to make certain capital expenditures and pay dividends. Upon the occurrence and during the continuation of an event of default under the Financing Agreement, the lenders under the Financing Agreement may, among other things, terminate all commitments and declare all or a portion of the loans under the Financing Agreement immediately due and payable and increase the interest rate at which loans and obligations under the Financing Agreement bear interest.

As of July 31, 2021 and 2020, IWCO Direct had no borrowings outstanding and a readily available borrowing capacity under its Revolving Facility of $25.0 million. As of July 31, 2021 and 2020, the principal amount outstanding on the Term Loan was $364.3 million and $372.0 million, respectively. As of July 31, 2021 and 2020, the current and long-term net carrying value of the Term Loan was $363.8 million and $371.0 million, respectively.


	July 31, 2021		July 31, 2020
	(In thousands)
Principal amount outstanding on the Term Loan	$	364,330	$	371,972
Unamortized debt issuance costs	(539)		(977)
Net carrying value of the Term Loan	$	363,791	$	370,995

7.50% Convertible Senior Note

On February 28, 2019, the Company entered into that certain 7.50% Convertible Senior Note Due 2024 Purchase Agreement (the "SPHG Note Purchase Agreement") with SPHG Holdings, whereby SPHG Holdings agreed to loan the Company $14.9 million in exchange for a 7.50% Convertible Senior Note (the "SPHG Note") in the amount of $14.9 million, due 2024, issued to SPHG Holdings (the "SPHG Note Transaction"). The SPHG Note bears interest at the rate of 7.50% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2019. The SPHG Note will mature on March 1, 2024 (the "SPHG Note Maturity Date"), unless earlier repurchased by the Company or converted by the holder in accordance with its terms prior to such maturity date.

The Company has the right to prepay the SPHG Note at any time, upon 10 days' prior written notice, in whole or in part, without penalty or premium, at a price equal to 100% of the then outstanding principal amount of the SPHG Note plus accrued and unpaid interest. The SPHG Note is an unsecured and unsubordinated obligation of the Company and will rank equal in right of payment with the Company's other unsecured and unsubordinated indebtedness, but will be effectively subordinated in right of payment to any existing and future secured indebtedness and liabilities to the extent of the value of the collateral securing those obligations, and structurally subordinated to the indebtedness and other liabilities of the Company's subsidiaries. The SPHG Note contains other customary terms and conditions, including customary events of default.

At its election, the Company may pay some or all of the interest due on each interest payment date by increasing the principal amount of the SPHG Note in the amount of such interest due or any portion thereof (such payment of interest by increasing the principal amount of the SPHG Note referred to as "PIK Interest"), with the remaining portion of the interest due on such interest payment date (or, at the Company's election, the entire amount of interest then due) to be paid in cash by the Company. Following an increase in the principal amount of the SPHG Note as a result of a payment of PIK Interest, the SPHG Note will bear interest on such increased principal amount from and after the date of such payment of PIK Interest.

SPHG Holdings has the right to require the Company to repurchase the SPHG Note upon the occurrence of certain fundamental changes, subject to certain conditions, at a repurchase price equal to 100% of the principal amount of the SPHG Note plus accrued and unpaid interest. The Company will have the right to elect to cause the mandatory conversion of the SPHG Note in whole, and not in part, at any time on or after March 6, 2022, subject to certain conditions including that the stock price of the Company exceeds a certain threshold.

SPHG Holdings has the right, at its option, prior to the close of business on the business day immediately preceding the SPHG Note Maturity Date, to convert the SPHG Note or a portion thereof that is $1,000 or an integral multiple thereof, into shares of common stock (if the Company has not received a required stockholder approval) or cash, shares of common stock or a combination of cash and shares of common stock, as applicable (if the Company has received a required stockholder approval), at an initial conversion rate of 421.2655 shares of common stock, which is equivalent to an initial conversion price of approximately $2.37 per share (subject to adjustment as provided in the SPHG Note) per $1,000 principal amount of the SPHG Note (the "Conversion Rate"), subject to, and in accordance with, the settlement provisions of the SPHG Note.

For any conversion of the SPHG Note, if the Company is required to obtain and has not received approval from its stockholders in accordance with Nasdaq Stock Market Rule 5635 to issue 20% or more of the total shares of common stock outstanding upon conversion (including upon any mandatory conversion) of the SPHG Note prior to the relevant conversion date (or, if earlier, the 45th scheduled trading day immediately preceding the SPHG Note Maturity Date), the Company shall deliver to the converting holder, in respect of each $1,000 principal amount of the SPHG Note being converted, a number of shares of common stock determined by reference to the Conversion Rate, together with a cash payment, if applicable, in lieu of delivering any fractional share of common stock based on the volume weighted average price (VWAP) of its common stock on the relevant conversion date, on the third business day immediately following the relevant conversion date.

The Company's Board of Directors (the "Board") established a special committee (the "Special Committee"), consisting solely of independent directors not affiliated with SPHG Holdings, to review and consider a financing transaction, including a transaction with SPHG Holdings. The terms and conditions of the SPHG Note Transaction were determined by the Special Committee to be fair and in the best interests of the Company, and the Special Committee recommended that the Board approve the SPHG Note Transaction and the transactions contemplated thereby. The Board approved such transactions. Warren G. Lichtenstein, our Interim Chief Executive Officer and the Executive Chairman of our Board, is also the Executive Chairman of Steel Partners Holdings GP Inc. ("Steel Holdings GP"), the manager of SPHG Holdings. Jack L. Howard is a director of the Company and also affiliated with Steel Holdings GP. William T. Fejes, Jr. was formerly a director of the Company and was affiliated with Steel Holdings GP. Glen Kassan, a director and our Vice Chairman of the Board and former Chief Administrative Officer, is also affiliated with Steel Holdings GP and is currently an employee of Steel Services Ltd. ("Steel Services").

The Company assessed the features of the SPHG Note and determined that the conversion features should not be bifurcated as a derivative liability, but should be accounted for under the cash conversion subsections of ASC 470. The Company valued the debt using similar nonconvertible debt as of the original issuance date of the SPHG Note and bifurcated the conversion option associated with the SPHG Note from the host debt instrument and recorded the conversion option of $8.2 million in stockholders' equity. The initial value of the equity component, which reflected the equity conversion feature, was equal to the initial debt discount. The resulting debt discount on the SPHG Note is being accreted to interest expense at the effective interest rate over the term of the SPHG Note. The equity component is included in the additional paid-in capital portion of stockholders' equity on the Company's consolidated balance sheets. The debt issuance costs were not material. As of July 31, 2021, the if-converted value of the SPHG Note did not exceed the principal value of the SPHG Note. As of July 31, 2021, the remaining period over which the unamortized discount will be amortized is 31 months. The table below presents the net carrying value of the SPHG Note:


	July 31, 2021		July 31, 2020
	(In thousands)
Carrying amount of equity component	$	8,200	$	8,200

Principal amount of note	$	14,940	$	14,940
Unamortized debt discount	(5,597)		(6,886)
Net carrying amount	$	9,343	$	8,054

During the fiscal years ended July 31, 2021 and 2020, the Company recognized interest expense associated with the SPHG Note as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Interest expense related to contractual interest coupon	$	1,136	$	1,142
Interest expense related to accretion of the discount	1,290		622
	$	2,426	$	1,764

The effective interest rate on the SPHG Note, including accretion of the discount, is 27.8%.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

LEASES

12 Months Ended

Jul. 31, 2021

Leases [Abstract]

LEASES

The Company has operating and finance leases for office space, office equipment, warehouse space and automobiles. The leases have remaining terms of up to 11 years, some of which include options to purchase, extend or terminate the leases, and management has assessed such terms when determining the lease term for accounting purposes. The Company's current lease arrangements expire through 2030.

The Company's leases do not include any residual value guarantees, and therefore none were considered in the calculation of the operating ROU and operating lease liability balances. The Company has leases that contain variable payments, most commonly in the form of common area maintenance charges, which are based on actual costs incurred. These variable payments were excluded from the calculation of the operating ROU asset and operating lease liability balances since they are not fixed or in-substance fixed payments.

For leases with terms greater than 12 months, the Company records the related operating ROU assets and operating lease liabilities at the present value of lease payments over the lease terms. For leases with an initial term of 12 months or less (with purchase options or extension options that are not reasonably certain to be exercised), the Company does not record them on the balance sheet, but instead recognizes lease expense on a straight-line basis over the terms of the leases.

Lease Expense

The components of the Company's lease expense are presented below:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Operating lease cost	$	16,532	$	16,722
Short-term lease expense	1,969		2,358
Variable lease cost	28		68
Amortization of finance lease assets	—		38
Interest on finance lease liabilities	6		11
	$	18,535	$	19,197

Lease Commitments

The Company's future minimum lease payments required under operating and finance leases that have commenced as of July 31, 2021 were as follows:


	Operating Leases		Finance Leases
	(In thousands)
2022	$	15,362	$	6
2023	9,906		76
2024	7,336		38
2025	7,250		—
2026	6,278		—
Thereafter	14,255		—
Total lease payments	60,387		120
Less: imputed interest	7,881		9
Present value of lease payments	52,506		111
Less: current lease obligations	13,617		73
Long-term lease obligations	$	38,889	$	38

In order to calculate the operating ROU asset and operating lease liability for a lease, a lessee is required to apply a discount rate equal to the rate implicit in the lease whenever that rate is readily determinable. The Company's lease agreements generally do not provide a readily determinable implicit rate, nor is the rate available to the Company from its lessors and, therefore, the Company determines an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value.

Additional Lease Information

Additional information related to the Company's leases as of July 31, 2021 was as follows:


Weighted average remaining lease term:
Operating leases	5.1	years
Finance leases	1.4	years

Weighted average discount rate:
Operating leases		4.5%
Finance leases		3.9%

Supplemental Cash Flow Information

Supplemental cash flow information related to the cash paid for amounts included in measurement of lease liabilities during the fiscal year ended July 31, 2021 and 2020 was as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Operating cash flows from operating leases	$	16,413	$	15,885
Operating cash flows from finance leases	$	6	$	9
Financing cash flows from finance leases	$	70	$	100

LEASES

Lease Expense

The components of the Company's lease expense are presented below:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Operating lease cost	$	16,532	$	16,722
Short-term lease expense	1,969		2,358
Variable lease cost	28		68
Amortization of finance lease assets	—		38
Interest on finance lease liabilities	6		11
	$	18,535	$	19,197

Lease Commitments

The Company's future minimum lease payments required under operating and finance leases that have commenced as of July 31, 2021 were as follows:


	Operating Leases		Finance Leases
	(In thousands)
2022	$	15,362	$	6
2023	9,906		76
2024	7,336		38
2025	7,250		—
2026	6,278		—
Thereafter	14,255		—
Total lease payments	60,387		120
Less: imputed interest	7,881		9
Present value of lease payments	52,506		111
Less: current lease obligations	13,617		73
Long-term lease obligations	$	38,889	$	38

Additional Lease Information

Additional information related to the Company's leases as of July 31, 2021 was as follows:


Weighted average remaining lease term:
Operating leases	5.1	years
Finance leases	1.4	years

Weighted average discount rate:
Operating leases		4.5%
Finance leases		3.9%

Supplemental Cash Flow Information

Supplemental cash flow information related to the cash paid for amounts included in measurement of lease liabilities during the fiscal year ended July 31, 2021 and 2020 was as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Operating cash flows from operating leases	$	16,413	$	15,885
Operating cash flows from finance leases	$	6	$	9
Financing cash flows from finance leases	$	70	$	100

RESTRUCTURING ACTIVITIES

12 Months Ended

Jul. 31, 2021

Restructuring and Related Activities [Abstract]

RESTRUCTURING ACTIVITIES

IWCO Restructuring Activities

On June 2, 2021, the Board approved a Competitive Improvement Plan (“CIP”) for IWCO Direct, which addresses the changing requirements of its customers and markets it serves, as well as the current competitive landscape. The CIP seeks to expand IWCO Direct’s marketing services capabilities, and upgrade its production platform to new digital and inserting technology, while reducing its overall production costs to enhance its competitive pricing capabilities. The CIP contemplates a total investment of approximately $54 million primarily over a 24-month period. The Company estimates the CIP cost will consist of approximately: (1) $38 million for digital press and insertion equipment, and technology build out cost (of which approximately $34 million in lease/purchase agreements were entered into subsequent to year-end), and (2) $16 million for severance, employee retention, facilities optimization, and other implementation costs. In addition, the Company expects to incur approximately $12 million for non-cash accelerated depreciation expense. The cost estimates do not include amounts for potential non-cash asset impairment charges relating to facilities and equipment optimization. The timing and amount of the costs will depend on a number of factors.

Accelerated depreciation costs primarily relate to operating facilities and equipment to be sold or closed as part of the programs. Accelerated depreciation costs represent the difference between the depreciation expense to be recognized over the revised useful life of the asset, based upon the anticipated date the site will be closed or divested or the equipment disposed of, and depreciation expense as determined utilizing the useful life prior to the restructuring actions.

As part of the CIP, the Company announced on August 23, 2021 that it will be optimizing its manufacturing footprint by closing IWCO Direct’s Little Falls, Minnesota facility. The facility is expected to close in January of 2022. For the fiscal year ended July 31, 2021, the Company did not incur any material costs associated with these restructuring activities.

ModusLink Restructuring Activities

During the fiscal year ended July 31, 2021, ModusLink implemented a strategic plan to reorganize its sales function and the e-Business operations. The restructuring charges associated with this plan were primarily composed of employee termination costs.

The tables below present restructuring charges by type of cost for the fiscal year ended July 31, 2021:


(in thousands)	Direct Marketing		Supply Chain		Total
Accelerated depreciation	$	3,228	$	—	$	3,228
Impairment of long-lived assets	498		—		498
Employee termination costs	—		1,720		1,720
Contractual obligations	—		35		35
Total restructuring charges	$	3,726	$	1,755	$	5,481


(in thousands)	Direct Marketing		Supply Chain		Total
Cost of revenue	$	3,724	$	—	$	3,724
Selling, general and administrative	2		1,755		1,757
	$	3,726	$	1,755	$	5,481

Changes to the restructuring liability during he fiscal year ended July 31, 2021 were as follows:


(in thousands)	Employee Termination Costs		Contractual Obligations		Restructuring Liability
Balance as of July 31, 2020	$	41	$	—	$	41
Costs incurred	2,124		37		2,161
Cash payments	(706)		(35)		(741)
Change in estimates	(404)		(2)		(406)
Balance as of July 31, 2021	$	1,055	$	—	$	1,055

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Jul. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Proceedings On April 13, 2018, a purported shareholder, Donald Reith, filed a verified complaint, Reith v. Lichtenstein, et al., 2018-277 (Del. Ch.) in the Delaware Court of Chancery. The complaint alleges class and derivative claims for breach of fiduciary duty and/or aiding and abetting breach of fiduciary duty and unjust enrichment against the Board, Warren G. Lichtenstein, Glen M. Kassan, William T. Fejes, Jack L. Howard, Jeffrey J. Fenton, Philip E. Lengyel and Jeffrey S. Wald; and stockholders Steel Holdings, Steel Partners, Ltd., SPHG Holdings, Handy & Harman Ltd. and WHX CS Corp. (collectively, the "Steel Parties") in connection with the acquisition of $35.0 million of the Series C Convertible Preferred Stock by SPHG Holdings and equity grants made to Messrs. Lichtenstein, Howard and Fejes on December 15, 2017 (collectively, the "Challenged Transactions"). The Company is named as a nominal defendant. The complaint alleges that although the Challenged Transactions were approved by a Special Committee consisting of the independent members of the Board (Messrs. Fenton, Lengyel and Wald), the Steel Parties dominated and controlled the Special Committee, who approved the Challenged Transactions in breach of their fiduciary duty. Plaintiff alleges that the Challenged Transactions unfairly diluted shareholders and therefore unjustly enriched Steel Holdings, SPHG Holdings and Messrs. Lichtenstein, Howard and Fejes. The complaint also alleges that the Board made misleading disclosures in the Company's proxy statement for the 2017 Annual Meeting of Stockholders in connection with seeking approval to amend the 2010 Incentive Award Plan to authorize the issuance of additional shares to accommodate certain shares underlying the equity grants. Remedies requested include rescission of the Series C Convertible Preferred Stock and equity grants, disgorgement of any unjustly obtained property or compensation and monetary damages. On June 8, 2018, defendants moved to dismiss the complaint for failure to plead demand futility and failure to state a claim. On June 28, 2019, the Court denied most of the motion to dismiss allowing the matter to proceed. On August 13, 2021, the Company, together with certain of its current and former directors of the Board, Warren Lichtenstein, Glen Kassan, William Fejes, Jr., Jack Howard, Jeffrey Fenton and Jeffrey Wald, as well as other named defendants (collectively, the “Defendants”), entered into a memorandum of understanding (the “MOU”) with Donald Reith (the “Plaintiff”) in connection with the settlement of the Reith v. Lichtenstein, et al., C.A. No. 2018-0277-MTZ (Del. Ch. 2018) class and derivative action. Pursuant to the MOU, the Defendants agreed to cause their directors’ and officers’ liability insurance carriers to pay to the Company $2.75 million in cash. The payment shall be paid into an escrow account within 14 business days of the later of (i) the entry of the scheduling order in connection with the stipulation of the settlement; or (ii) the date on which Plaintiff’s counsel provides to the Defendants’ counsel written payment and wire instructions. Additionally, under the MOU and separate letter agreements between the Company and such individuals (the “Surrender Agreements”), Messrs. Lichtenstein, Howard and Fejes agreed to surrender to the Company an aggregate 3.3 million shares which they had initially received in December 2017 in consideration for services to the Company. The surrenders and cancellations are in the following amounts: for Mr. Lichtenstein, 1,833,333 vested shares and 300,000 unvested shares; for Mr. Howard, 916,667 vested shares and 150,000 unvested shares; and for Mr. Fejes, 100,000 vested shares. Such amounts are to be adjusted to give effect to the one-for-ten reverse stock split voted on by the Company’s shareholders at the annual meeting on July 26, 2021 (if such reverse stock split is effected prior to the surrender of such shares). The surrenders and cancellations shall be completed no later than seven calendar days following final approval of the settlement by the court and the exhaustion of any appeals therefrom or the expiration of time to appeal. On August 17, 2021, Mr. Lichtenstein and Mr. Howard surrendered the shares required under their respective Surrender Agreements and all such shares were subsequently cancelled. Pursuant to the MOU, the Company has also agreed to pay the Plaintiff’s counsel legal fees for this matter. The settlement requires court approval, and there can be no assurances that such approval will be granted.

DEFINED BENEFIT PENSION PLANS

12 Months Ended

Jul. 31, 2021

Retirement Benefits [Abstract]

DEFINED BENEFIT PENSION PLANS

The Company sponsors two defined benefit pension plans covering certain of ModusLink's employees in its Netherlands facility and one unfunded defined benefit pension plan covering certain of its employees in Japan. Pension costs are actuarially determined. During the year ended July 31, 2020, the Netherlands defined benefit plan was amended so active participants no longer accrued benefits as of January 1, 2020 which resulted in a pre-tax curtailment gain of $2.4 million recognized in accumulated other comprehensive income.

The plan assets of the two defined benefit plans associated with the ModusLink's Netherlands facility consist of an insurance contract that guarantees the payment of the funded pension entitlements. Insurance contract assets are recorded at fair value, which is determined based on the cash surrender value of the insured benefits which is the present value of the guaranteed funded benefits. Insurance contracts are valued using unobservable inputs, primarily by discounting expected future cash flows relating to benefits paid from a notional investment portfolio in order to determine the cash surrender value of the policy. The following table presents the plan assets measured at fair value on a recurring basis as of July 31, 2021 and 2020, classified by fair value hierarchy:


					Fair Value Measurements at Reporting Date Using
(In thousands)	July 31, 2021		Asset Allocations		Level 1		Level 2		Level 3
Insurance contract	$	28,554	98	%	$	—	$	—	$	28,554
Other investments	669		2	%	—		—		669
	$	29,223	100	%	$	—	$	—	$	29,223


					Fair Value Measurements at Reporting Date Using
(In thousands)	July 31, 2020		Asset Allocations		Level 1		Level 2		Level 3
Insurance contract	$	28,388	98	%	$	—	$	—	$	28,388
Other investments	662		2	%	—		—		662
	$	29,050	100	%	$	—	$	—	$	29,050

The following table summarizes the changes in benefit obligation, plan assets and funded status for these plans:


	July 31,
	2021		2020
	(In thousands)
Change in benefit obligation
Benefit obligation at beginning of year	$	33,927	$	34,538
Service cost	16		185
Interest cost	501		543
Actuarial gain	(664)		(691)
Employee contributions	—		28
Benefits and administrative expenses paid	(216)		(212)
Settlements	(46)		—
Effect of curtailment	—		(2,390)
Currency translation	66		1,926
Benefit obligation at end of year	$	33,584	$	33,927

Change in plan assets
Fair value of plan assets at beginning of year	$	29,050	$	27,267
Actual return on plan assets	(29)		476
Employer contributions, net	393		(39)
Employee contributions	—		28
Settlements	(46)		—
Benefits and administrative expenses paid	(216)		(212)
Currency translation	71		1,530
Fair value of plan assets at end of year	$	29,223	$	29,050

Funded status
Current liabilities	$	(13)	$	(31)
Noncurrent liabilities	(4,348)		(4,846)
Net amounts recognized on the consolidated balance sheets	$	(4,361)	$	(4,877)

Information for pension plans with an accumulated benefit obligation in excess of plan assets was as follows:


	July 31,
	2021		2020
	(In thousands)
Projected benefit obligation	$	33,584	$	33,927
Accumulated benefit obligation	$	33,584	$	33,927
Fair value of plan assets	$	29,223	$	29,050

The following table summarizes the components of net periodic pension cost:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Service cost	$	16	$	185
Interest costs	501		543
Expected return on plan assets	(437)		(458)
Amortization of net actuarial loss	4		74
Curtailment gain	—		(143)
Net periodic pension costs	$	84	$	201

Assumptions

The table below summarizes the weighted average assumptions used to determine benefit obligations:


	Fiscal Year Ended July 31,
	2021		2020
Discount rate	1.49	%	1.48	%
Rate of compensation increase	—	%	1.96	%

The table below summarizes weighted average assumptions used to determine net periodic pension cost:


	Fiscal Year Ended July 31,
	2021		2020
Discount rate	1.24	%	1.39	%
Expected long-term rate of return on plan assets	1.20	%	1.37	%
Rate of compensation increase	—	%	1.77	%

The discount rate reflects the Company's best estimate of the interest rate at which pension benefits could be effectively settled as of the valuation date. It is based on the Mercer Yield Curve for the Eurozone as of July 31, 2021 for the appropriate duration of the plan.

To develop the expected long-term rate of return on assets assumptions, consideration is given to the current level of expected returns on risk free investments, the historical level of risk premium associated with the other asset classes in which the portfolio is invested and the expectations for the future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio.

Benefit Payments

The following table summarizes expected benefit payments from the plans through fiscal year 2026. Actual benefit payments may differ from expected benefit payments. The minimum employer required contributions to the plans are expected to be approximately $0.3 million in fiscal year 2022.


			Pension Benefit Payments
			(In thousands)
For the fiscal year ending July 31:
2022			257
2023			308
2024			477
2025			395
2026			497
Next 5 years			3,054

The current target allocations for plan assets are primarily insurance contracts.

Valuation Technique

Benefit obligations are computed using the projected unit credit method. Benefits are attributed to service based on the plan's benefit formula. Cumulative gains and losses in excess of 10% of the greater of the pension benefit obligation or market-related value of plan assets are amortized over the expected average remaining lifetime of all inactive participants.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

REVENUE RECOGNITION

12 Months Ended

Jul. 31, 2021

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

Disaggregation of Revenue

The following table presents the Company's revenues from customers with contracts disaggregated by major good or service line and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments.


	Fiscal Year Ended July 31, 2021						Fiscal Year Ended July 31, 2020
	Direct Marketing		Supply Chain		Consolidated Total		Direct Marketing		Supply Chain		Consolidated Total
	(In thousands)						(In thousands)
Major Goods/Service Lines
Marketing solutions offerings	$	387,510	$	—	$	387,510	$	444,360	$	—	$	444,360
Supply chain management services	—		224,280		224,280		—		336,491		336,491
Other	—		1,976		1,976		—		1,962		1,962
	$	387,510	$	226,256	$	613,766	$	444,360	$	338,453	$	782,813
Timing of Revenue Recognition
Products transferred over time	$	387,510	$	—	$	387,510	$	444,360	$	—	$	444,360
Services transferred over time	—		226,256		226,256		—		338,453		338,453
	$	387,510	$	226,256	$	613,766	$	444,360	$	338,453	$	782,813

The table below presents information for the Company's contract balances:


	July 31, 2021		July 31, 2020
	(In thousands)
Accounts receivable, trade, net	$	69,805	$	93,072
Contract assets	$	14,458	$	13,016

Deferred revenue - current	$	2,562	$	2,860
Deferred revenue - long-term	108		85
Total deferred revenue	$	2,670	$	2,945

Remaining Performance Obligations

Remaining performance obligations are comprised of deferred revenue. Changes in deferred revenue during the fiscal year ended July 31, 2021 were as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Balance at beginning of period	$	2,945	$	3,029
Deferral of revenue	5,266		4,310
Recognition of deferred amounts upon satisfaction of performance obligation	(5,541)		(4,394)
Balance at end of period	$	2,670	$	2,945

The Company expects to recognize approximately $2.6 million of the deferred revenue over the next twelve months and the remaining $0.1 million beyond that time period.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

OTHER GAINS, NET

12 Months Ended

Jul. 31, 2021

Other Income and Expenses [Abstract]

OTHER GAINS, NET

The following table presents the components of "Other gains, net":


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Foreign currency exchange (losses) gains, net	$	(1,907)	$	890
Derecognition of accrued pricing liabilities(a)	3,204		810

Other (losses) gains, net	(121)		398
	$	1,176	$	2,098

(a) Refer to Note 6 – “Accrued Expenses and Other Current Liabilities” for information on the derecognition of the accrued pricing liabilities.

SHARE-BASED PAYMENTS

12 Months Ended

Jul. 31, 2021

Share-based Payment Arrangement [Abstract]

SHARE-BASED PAYMENTS

Share-Based Compensation Plans

The Company has adopted share-based compensation plans in order to provide incentives to directors, officers, employees and other individuals providing services to or on behalf of the Company and its subsidiaries. On June 12, 2020, the Company's Board of Directors adopted, subject to stockholder approval, the Steel Connect, Inc. 2020 Stock Incentive Compensation Plan ("2020 Incentive Plan"), and on July 23, 2020, the 2020 Incentive Plan was approved. The 2020 Incentive Plan provides that the Company may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and other cash based-awards. The 2020 Incentive Plan replaced the 2010 Incentive Award Plan, as amended (the "2010 Incentive Plan"). The Company also has a 2005 Non-Employee Director Plan (the "2005 Director Plan"). As of July 23, 2020, no additional grants may be issued under the 2010 Incentive Plan. Any awards that are outstanding under the 2010 Incentive Plan continue to be subject to the terms and conditions of such plan. Under the 2020 Incentive Plan, the Company may grant up to 4,945,000 shares of common stock of the Company in addition to (i) 3,668,143 shares of common stock previously available for issuance under the 2010 Incentive Plan and (ii) up to 1,060,523 shares of common stock subject to outstanding awards under the 2010 Incentive Plan, which if forfeited or lapse unexercised or are settled in cash and are not issued under the prior plan for any reason, may be issued under the 2020 Incentive Plan. As of July 31, 2021, 8,442,623 shares were available for future issuance under the 2020 Incentive Plan.

The Board administers all stock plans, approves the individuals to whom options will be granted, and determines the number of shares and exercise price of each option and may delegate this authority to a committee of the Board or to certain officers of the Company in accordance with Securities and Exchange Commission ("SEC") regulations and applicable Delaware law.

During the fiscal year ended July 31, 2021, the Company awarded stock-based compensation under the 2020 Incentive Plan. During the fiscal year ended July 31, 2020, the Company awarded stock-based compensation under the 2010 Incentive Plan and 2005 Director Plan.

On December 15, 2017, under the 2010 Incentive Plan, the Board, upon the recommendation of the Special Committee and the Company's Compensation Committee, approved 4.0 million restricted stock grants and 1.5 million market based restricted stock grants to non-employee directors of the Company. The 4.0 million restricted stock vested immediately on the grant date. The 1.5 million market based restricted stock grants do not expire and vest upon the attainment of target stock price hurdles. As of July 31, 2019, 1.0 million of the market based restricted stock grants had met the target stock price hurdles. The restricted stock grants and market based restricted stock grants were fully expensed as of July 31, 2020. As discussed in Note 10, on August 13, 2021, the Company, together with certain of its current and former directors of the Board, entered into a memorandum of understanding with Donald Reith in connection with the settlement of the Reith v. Lichtenstein, et al., C.A. No. 2018-0277-MTZ (Del. Ch. 2018) class and derivative action. Under the MOU and separate letter agreements between the Company and recipients of the 5.5 million restricted stock and market based restricted stock awards granted In December 2017, the non-employee directors agreed to surrender to the Company an aggregate 2.9 million vested shares and 0.5 million unvested shares.

The following table summarizes share-based compensation expense for the fiscal years ended July 31, 2021 and 2020:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Cost of revenue	$	—	$	—
Selling, general and administrative	591		720
	$	591	$	720

Stock Options

A summary of option activity for the fiscal year ended July 31, 2021 is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
	(In thousands, except exercise price and years)
Stock options outstanding, July 31, 2020	174	$	4.30
Granted	—	—
Exercised	—	—
Forfeited or expired	(162)	4.37
Stock options outstanding, July 31, 2021	12	3.41		0.2
Stock options exercisable, July 31, 2021	12	$	3.41	0.2

As of July 31, 2021, there was no unrecognized share-based compensation related to stock options. The aggregate intrinsic value of the outstanding awards is immaterial.

Restricted Stock

Restricted stock consists of shares of common stock that are subject to restrictions on transfer and risk of forfeiture until the fulfillment of specified conditions. Restricted stock is expensed ratably over the term of the restriction period, ranging from one to five years unless there are performance conditions placed on the restricted stock, in which case the restricted stock is expensed using graded vesting. Restricted stock compensation expense for the fiscal years ended July 31, 2021 and 2020 was $0.6 million and $0.7 million, respectively.

A summary of the activity of the Company's restricted stock for the fiscal year ended July 31, 2021, is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
	(Share amounts in thousands)
Nonvested stock outstanding, July 31, 2020	1,345	$	0.95
Granted	416	1.32
Vested	(645)	0.94
Forfeited	—	—
Nonvested stock outstanding, July 31, 2021	1,116	$	1.09

The fair value of restricted shares is determined based on the market price of the Company's common stock on the grant date. The total grant date fair value of restricted stock that vested during the fiscal years ended July 31, 2021 and 2020 was approximately $0.7 million and $0.8 million, respectively. As of July 31, 2021, there was approximately $0.5 million of total unrecognized compensation cost related to restricted stock to be recognized over a weighted average period of 0.8 years.

Employee Stock Purchase Plan

The Company offers to its employees an Employee Stock Purchase Plan (the "ESPP") under which an aggregate of 600,000 shares of the Company's stock may be issued. Employees who elect to participate in the ESPP instruct the Company to withhold a specified amount through payroll deductions during each quarterly period. On the last business day of each applicable quarterly payment period, the amount withheld is used to purchase the Company's common stock at a purchase price equal to 85% of the lower of the market price on the first or last business day of the quarterly period. During the fiscal years ended July 31, 2021 and 2020, the Company issued approximately 9,145 and 22,000 shares, respectively, under the ESPP. Approximately 77,815 shares are available for future issuance as of July 31, 2021.

INCOME TAXES

12 Months Ended

Jul. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

The components of (loss) income before provision for income taxes are as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Income (loss) from operations before income taxes:
U.S.	$	(49,372)	$	(9,168)
Foreign	6,592		9,801
Total (loss) income from operations before income taxes	$	(42,780)	$	633

The components of income tax expense from operations consist of the following:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Current provision:
Federal	$	—	$	—
State	401		430
Foreign	1,033		3,283
	1,434		3,713
Deferred provision:
Federal	39		91
State	42		1,452
Foreign	96		661
	177		2,204
Total tax provision	$	1,611	$	5,917

As of July 31, 2021, the Company recorded a non-current deferred tax asset of $0.2 million and a non-current deferred tax liability of $1.2 million in "Other Assets" and "Other Long-term Liabilities," respectively. As of July 31, 2020, the Company recorded a non-current deferred tax asset of $0.3 million and a non-current deferred tax liability of $0.8 million in "Other Assets" and "Other Long-term Liabilities," respectively. The components of deferred tax assets and liabilities are as follows:


	July 31, 2021		July 31, 2020
	(In thousands)
Deferred tax assets:
Accruals and reserves	$	8,503	$	8,563

Tax basis in excess of financial basis for intangible and fixed assets	181		225
Net operating loss and capital loss carry forwards	466,801		468,132
Total gross deferred tax assets	475,485		476,920
Less: valuation allowance	(456,610)		(452,969)
Net deferred tax assets	$	18,875	$	23,951
Deferred tax liabilities:
Financial basis in excess of tax basis for intangible and fixed assets	$	(18,464)	$	(22,889)
Convertible debt	(1,342)		(1,595)
Total gross deferred tax liabilities	(19,806)		(24,484)
Net deferred tax liabilities	$	(931)	$	(533)

The net change in the total valuation allowance for the fiscal year ended July 31, 2021 was an increase of approximately $3.6 million. This increase is primarily due to the U.S. valuation allowance. A valuation allowance has been recorded against the gross deferred tax asset in the U.S and certain foreign subsidiaries since management believes that after considering all the available objective evidence, both positive and negative, historical and prospective, it is more likely than not that certain assets will not be realized. The net change in the total valuation allowance for the fiscal year ended July 31, 2020 was an increase of approximately $1.8 million.

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 or more of a corporation's securities over a rolling three year period.

On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security ("CARES") Act into law which is intended to respond to the COVID-19 pandemic and its impact on the economy, public health, state and local governments, individuals and businesses. The CARES Act contains numerous tax provisions including temporary changes to the future limitations on interest deductions related to section 163j.

As of July 31, 2021, the Company has elected to defer the employer-paid portion of social security taxes, which is expected to provide the Company with approximately $5.3 million of additional liquidity during the current calendar year, with 50% of the deferral due December 31, 2021 and the remaining 50% due December 31, 2022. The Company does not expect the provisions of the CARES Act to have a significant impact on the income tax provision, income tax payable or deferred income tax positions of the Company.

The CARES Act temporarily amended section 163j through fiscal year 2021 and increased the taxable income limitation to be 50% of the Company's net (loss) income excluding net charges related to interest income, interest expense, income tax expense, depreciation and amortization of intangible assets ("EBITDA"), on a tax basis. The limitation was previously 30% of EBITDA on a tax basis.

The Company has estimated its fiscal year 2020 global intangible low-taxed income ("GILTI") inclusion based on its current year foreign activity. The foreign entities have minor earnings and profit adjustments that will be factored in as part of the tax return filing. These amounts are not material and will not have a significant impact on the overall tax provision or disclosure. Due to the net operating losses available in the U.S., the Company is not entitled to a Section 250 deduction, which is why the total income amount has been recorded as the GILTI inclusion. The Company has made an accounting policy election, as allowed by the SEC and FASB, to recognize the impact of GILTI within the period incurred. Therefore, no U.S. deferred taxes are provided in GILTI inclusions of future foreign subsidiary earnings.

The Company has net operating loss carryforwards for federal and state tax purposes of approximately $2.1 billion and $111.1 million, respectively, at July 31, 2021. The federal net operating losses will expire from the fiscal year ending July 31,

2023 through the fiscal year ended July 31, 2038 and the state net operating losses will expire from the fiscal year ended July 31, 2022 through the fiscal year ended July 31, 2040. The Company has a foreign net operating loss carryforward of approximately $73.4 million, of which $57.0 million has an indefinite carryforward period. In addition, the Company has $34.2 million of capital loss carryforwards for federal and state tax purposes. The federal and state capital losses will expire in fiscal year 2024

Income tax expense attributable to income from continuing operations differs from the expense computed by applying the U.S. federal income tax rate of 21.0% to (loss) income from continuing operations before income taxes as a result of the following:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Computed "expected" income tax expense (benefit)	$	(8,984)	$	160
Increase (decrease) in income tax expense resulting from:
Change in valuation allowance	5,386		2,227

Foreign tax rate differential	(33)		(23)

Goodwill impairment	5,388		—
Nondeductible expenses	443		3,010
Foreign withholding taxes	(1,310)		553
Addition of uncertain tax position reserves	(247)		498
State benefit of U.S. loss	—		(624)
State income taxes, net of federal benefit	317		133
Other	651		(17)
Actual income tax expense	$	1,611	$	5,917

The calculation of the Company's income tax liabilities involves dealing with uncertainties in the application of complex tax regulations in several tax jurisdictions. The Company is periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves when necessary. Based on the evaluation of current tax positions, the Company believes it has appropriately accrued for exposures.

The Company operates in multiple taxing jurisdictions, both within and outside of the United States. At July 31, 2021 and 2020, the total amount of the liability for unrecognized tax benefits, including interest, related to federal, state and foreign taxes was approximately $2.5 million and $2.8 million, respectively. To the extent the unrecognized tax benefits are recognized, the entire amount would impact income tax expense. The Company expects that there will be a $0.6 million reduction of the unrecognized tax benefits in the next twelve months related to the U.S. state income tax exposure as a result of a lapse in the applicable statute of limitations.

The Company files income tax returns in the U.S., various states and in foreign jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the tax years ended July 31, 2018 through July 31, 2021. 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 2013 through 2020 tax years remain subject to examination in most locations while the Company's 2009 through 2020 tax years remain subject to examination in most Asia locations.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Balance as of beginning of year	$	2,460	$	2,207
Additions for current year tax positions	52		667
Currency translation	(3)		2
Reductions for lapses in statute of limitations	(369)		(416)
Balance as of end of year	$	2,140	$	2,460

In accordance with the Company's accounting policy, interest related to income taxes is included in the provision for income taxes line of the consolidated statements of operations. For the fiscal years ended July 31, 2021 and 2020, the Company has not recognized any material interest expense related to uncertain tax positions. As of July 31, 2021 and 2020, the Company had recorded liabilities for increases in interest expense related to uncertain tax positions for an immaterial amount and $0.1 million, respectively. The Company expects $0.6 million of unrecognized tax benefits and related interest will reverse in the next twelve months.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

LOSS PER SHARE

12 Months Ended

Jul. 31, 2021

Earnings Per Share [Abstract]

LOSS PER SHARE

Loss Per Share

The following table reconciles loss per share for the fiscal years ended July 31, 2021 and 2020.


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands, except per share data)
Net loss	$	(44,391)	$	(5,284)
Less: Preferred dividends on redeemable preferred stock	(2,129)		(2,129)
Net loss attributable to common stockholders	$	(46,520)	$	(7,413)





Weighted average common shares outstanding	62,142		61,644




Basic and diluted net loss per share attributable to common stockholders	$	(0.75)	$	(0.12)

Approximately 24.2 million and 24.4 million common stock equivalent shares relating to the effects of outstanding stock options, restricted stock, the SPHG Note and redeemable preferred stock were excluded from the denominator in the calculation of diluted loss per share for the fiscal years ended July 31, 2021 and 2020, respectively. The common stock equivalent shares excluded during the fiscal years ended July 31, 2021 and 2020 were primarily excluded as their effect would be anti-dilutive. The common stock equivalent shares excluded during the years ended July 31, 2021 and 2020 were primarily excluded as the options were out-of-the-money. Approximately 6.3 million common shares outstanding associated with the SPHG Note, using the if-converted method, were excluded from the denominator in the calculation of diluted loss per share for both the fiscal years ended July 31, 2021 and 2020. Approximately 17.9 million common shares outstanding associated with the contingently redeemable preferred stock, using the if-converted method, were excluded from the denominator in the calculation of diluted loss per share for both the fiscal years ended July 31, 2021 and 2020.

ACCUMULATED OTHER COMPREHENSIVE INCOME

12 Months Ended

Jul. 31, 2021

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME

ACCUMULATED OTHER COMPREHENSIVE INCOMEThe components of accumulated other comprehensive income, net of income taxes, are as follows:


	Foreign currency items		Pension items		Total
	(In thousands)
Accumulated other comprehensive income (loss) at July 31, 2020	$	5,025	$	(1,182)	$	3,843
Foreign currency translation adjustment	4,737		—		4,737

Pension liability adjustments	—		(1,418)		(1,418)
Net current-period other comprehensive income (loss)	4,737		(1,418)		3,319
Accumulated other comprehensive income (loss) at July 31, 2021	$	9,762	$	(2,600)	$	7,162


	Foreign currency items		Pension items		Unrealized gains (losses) on securities		Total
	(In thousands)
Accumulated other comprehensive income (loss) at July 31, 2019	$	5,017	$	(4,079)	$	96	$	1,034
Foreign currency translation adjustment	8		—		—		8
Net unrealized holding gain on securities	—		—		(96)		(96)
Pension liability adjustments	—		2,897		—		2,897
Net current-period other comprehensive income (loss)	8		2,897		(96)		2,809
Accumulated other comprehensive income (loss) at July 31, 2020	$	5,025	$	(1,182)	$	—	$	3,843

In both the fiscal years ended July 31, 2021 and 2020, the Company recorded an immaterial amount in taxes related to other comprehensive income (loss).

STATEMENT OF CASH FLOWS SUPPLEMENTAL INFORMATION

12 Months Ended

Jul. 31, 2021

Supplemental Cash Flow Elements [Abstract]

STATEMENT OF CASH FLOWS SUPPLEMENTAL INFORMATION

The amount of cash, cash equivalents and restricted cash as of July 31, 2021 and 2020 in the consolidated statements of cash flows is reconciled to the Company's consolidated balance sheets as follows:


	July 31,
	2021		2020
	(In thousands)
Cash and cash equivalents	$	96,931	$	75,887
Funds held for clients	8,212		18,755
Cash, cash equivalents and restricted cash	$	105,143	$	94,642

Cash used for operating activities reflect cash payments for interest and income taxes as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Cash paid for interest	$	29,347	$	32,799
Cash paid for income taxes	$	3,151	$	4,991

Cash paid for taxes can be higher than income tax expense as shown on the Company's consolidated statements of operations due to prepayments made in certain jurisdictions as well as to the timing of required payments in relation to recorded expense, which can cross fiscal years.

Non-Cash Activities

Non-cash financing activities during the fiscal years ended July 31, 2021 and 2020 included the issuance of approximately 0.4 million and 1.0 million shares, respectively, of non-vested common stock, valued at approximately $0.6 million and $1.0 million, respectively, to certain employees and non-employees of the Company.

STOCKHOLDERS' EQUITY	12 Months Ended
STOCKHOLDERS' EQUITY	Jul. 31, 2021
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS' EQUITY Preferred Stock The Company's Board has the authority, subject to any limitations prescribed by Delaware law, to issue shares of preferred stock in one or more series and to fix and determine the designation, privileges, preferences and rights and the qualifications, limitations and restrictions of those shares, including dividend rights, conversion rights, voting rights, redemption rights, terms of sinking funds, liquidation preferences and the number of shares constituting any series or the designation of the series, without any further vote or action by stockholders. Any shares of the Company's preferred stock so issued may have priority over its common stock with respect to dividend, liquidation and other rights. The Board may authorize the issuance of preferred stock with voting rights or conversion features that could adversely affect the voting power or other rights of the holders of its common stock. Although the issuance of preferred stock could provide us with flexibility in connection with possible acquisitions and other corporate purposes, under some circumstances, it could have the effect of delaying, deferring or preventing a change of control. On December 15, 2017, the Company entered into a Preferred Stock Purchase Agreement (the "Purchase Agreement") with SPHG Holdings, pursuant to which the Company issued 35,000 shares of the Company's newly created Series C Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), to SPHG Holdings at a price of $1,000 per share, for an aggregate purchase consideration of $35.0 million (the "Preferred Stock Transaction"). The terms, rights, obligations and preferences of the Preferred Stock are set forth in a Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of the Company (the "Series C Certificate of Designations"), which has been filed with the Secretary of State of the State of Delaware. Under the Series C Certificate of Designations, each share of Preferred Stock can be converted into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at an initial conversion price equal to $1.96 per share, subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction. Holders of the Preferred Stock will also receive dividends at 6% per annum payable, at the Company's option, in cash or Common Stock. If at any time the closing bid price of the Company's Common Stock exceeds 170% of the conversion price for at least five consecutive trading days (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction), the Company has the right to require each holder of Preferred Stock to convert all, or any whole number, of shares of the Preferred Stock into Common Stock. Upon the occurrence of certain triggering events such as a liquidation, dissolution or winding up of the Company, either voluntary or involuntary, or the merger or consolidation of the Company or significant subsidiary, or the sale of substantially all of the assets or capital stock of the Company or a significant subsidiary, the holders of the Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of other equity or equity equivalent securities of the Company other than the Preferred Stock by reason of their ownership thereof, an amount per share in cash equal to the sum of (i) one hundred percent (100)% of the stated value per share of Preferred Stock (initially $1,000 per share) then held by them (as adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transactions with respect to the Preferred Stock), plus (ii) 100% of all declared but unpaid dividends, and all accrued but unpaid dividends on each such share of Preferred Stock, in each case as the date of the triggering event. On or after December 15, 2022, each holder of Preferred Stock can also require the Company to redeem its Preferred Stock in cash at a price equal to the Liquidation Preference (as defined in Series C Certificate of Designations). Each holder of Preferred Stock has a vote equal to the number of shares of Common Stock into which its Preferred Stock would be convertible as of the record date, provided that the number of shares voted is based upon a conversion price which is no less than the greater of the book or market value of the Common Stock on the closing date of the purchase of the Preferred Stock. In addition, for so long as the Preferred Stock remains outstanding, the Company will not, directly or indirectly, and including in each case with respect to any significant subsidiary, without the affirmative vote of the holders of a majority of the Preferred Stock (i) liquidate, dissolve or wind up the Company or any significant subsidiary; (ii) consummate any transaction that would constitute or result in a Liquidation Event (as defined in the Series C Certificate of Designations); (iii) effect or consummate any Prohibited Issuance (as defined in the Series C Certificate of Designations); or (iv) create, incur, assume or suffer to exist any Indebtedness (as defined in the Series C Certificate of Designations) of any kind, other than certain existing Indebtedness of the Company and any replacement financing thereto, unless any such replacement financing is on substantially similar terms as such existing Indebtedness. The Purchase Agreement provides that the Company will use its commercially reasonable efforts to effect the piggyback registration of the Common Stock issuable on the conversion of the Preferred Stock and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, with the SEC in the manner reasonably requested by the holder and the qualification of the securities in all states reasonably requested by the holder, in each case, in accordance with certain enumerated conditions. The Purchase Agreement also contains other representations, warranties and covenants, customary for an issuance of Preferred Stock in a private placement of this nature. The Preferred Stock Transaction was approved and recommended to the Board by the Special Committee of the Board consisting of independent directors not affiliated with Steel Holdings GP, which controls the power to vote and dispose of the securities held by SPHG Holdings and its affiliates. Common Stock Each holder of the Company's common stock is entitled to: •one vote per share on all matters submitted to a vote of the stockholders, subject to the rights of any preferred stock that may be outstanding; •dividends as may be declared by the Company's Board out of funds legally available for that purpose, subject to the rights of any preferred stock that may be outstanding; and •a pro rata share in any distribution of the Company's assets after payment or providing for the payment of liabilities and the liquidation preference of any outstanding preferred stock in the event of liquidation. Holders of the Company's common stock have no cumulative voting rights, redemption rights or preemptive rights to purchase or subscribe for any shares of its common stock or other securities. All of the outstanding shares of common stock are fully paid and nonassessable. The rights, preferences and privileges of holders of its common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any existing series of preferred stock and any series of preferred stock that the Company may designate and issue in the future. There are no redemption or sinking fund provisions applicable to the Company's common stock. On March 12, 2013, stockholders of the Company approved the sale of 7,500,000 shares of newly issued common stock to Steel Holdings, an affiliate of SPHG Holdings, at a price of $4.00 per share, resulting in aggregate proceeds of $30.0 million before transaction costs. The Company incurred $2.3 million of transaction costs, which consisted primarily of investment banking and legal fees, resulting in net proceeds from the sale of $27.7 million. In addition, as part of the transaction, the Company issued Steel Holdings a warrant to acquire an additional 2,000,000 shares at an exercise price of $5.00 per share (the "Warrant"). These warrants were to expire after a term of five years after issuance. On December 15, 2017, contemporaneously with the closing of the Preferred Stock Transaction, the Company entered into a Warrant Repurchase Agreement with Steel Holdings pursuant to which the Company repurchased the Warrant for $100. The Warrant was terminated by the Company upon repurchase. Reverse Stock Split At the Company’s 2020 Annual Meeting of Stockholders, the Company’s stockholders approved a reverse stock split (the “Reverse Stock Split”) of the issued and outstanding shares of the Company’s common stock at the ratio of one-for-ten. The Company’s board is authorized to determine when to file the necessary amendment to the Company’s Restated Certificate of Incorporation for the Reverse Stock Split with the Delaware Secretary of State at any time on or before the 12-month anniversary of stockholder approval thereof. The board may, at its discretion, cause the filing of the amendment to effect the Reverse Stock Split or abandon the amendment and not effect the Reverse Stock Split if it determines that any such action is or is not in the best interests of the Company and its stockholders. The board’s decision as to whether and when to effect the Reverse Stock Split will be based on a number of factors, including market conditions, existing and expected trading prices for the Company’s common stock, and the rules of the Nasdaq Capital Market. Upon consummation of the Reverse Stock Split, every ten shares of common stock held by a stockholder at that time will be combined into one share of common stock. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company or proportionate voting power, except for minor adjustments due to the treatment of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Additionally, at the Company’s 2020 Annual Meeting of Stockholders, the Company’s stockholders also approved the amendment to the Company’s Restated Certificate of Incorporation to reduce the number of shares of authorized common stock (the “Authorized Shares Reduction”), from 1,400,000,000 to 140,000,000. While the Company’s board currently intends to implement the Authorized Shares Reduction to the extent that it implements the Reverse Stock Split, the board reserves its right to elect not to proceed with the Authorized Shares Reduction if it determines, in its sole discretion, following stockholder approval, that this proposal is no longer in the best interests of the Company or its stockholders.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

FAIR VALUE MEASUREMENTS

12 Months Ended

Jul. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following tables present the Company's financial assets measured at fair value on a recurring basis as of July 31, 2021 and 2020, classified by fair value hierarchy:


			Fair Value Measurements at Reporting Date Using
(In thousands)	July 31, 2021		Level 1		Level 2		Level 3
Money market funds	$	42,327	$	42,327	$	—	$	—


			Fair Value Measurements at Reporting Date Using
(In thousands)	July 31, 2020		Level 1		Level 2		Level 3
Money market funds	$	5,117	$	5,117	$	—	$	—

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

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. 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 estimates 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. As discussed in Note 5, the Company performed an interim impairment test of Direct Marketing's goodwill and other long-lived assets as of April 30, 2021. The Company determined that the goodwill was impaired, and recorded a non-cash impairment charge of $25.7 million for the three months ended April 30, 2021.

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, customer deposits, accounts payable, restricted cash and debt, and are reflected in the financial statements at cost. With the exception of the SPHG Note and long-term debt, cost approximates fair value for these items due to their short-term nature. The Company believes that the carrying value of the liability component of the SPHG Note and our long-term debt approximates fair value because the stated interest rates of this debt is consistent with current market rates.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SEGMENT INFORMATION

12 Months Ended

Jul. 31, 2021

Segment Reporting [Abstract]

SEGMENT INFORMATION

The Company has determined that its reportable segments are the same as its two operating segments: Direct Marketing and Supply Chain. The Company also has Corporate-level activity, which consists primarily of costs associated with certain corporate administrative functions such as legal, finance, share-based compensation and acquisition costs which are not allocated to the Company's reportable segments. The Corporate-level balance sheet information includes cash and cash equivalents, the SPHG Note 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.

Management evaluates segment performance based on segment net revenue, operating income (loss) and "adjusted operating income (loss)," which is defined as the operating income (loss) excluding net charges related to depreciation, amortization of intangible assets, long-lived asset impairment, share-based compensation and restructuring. These items are excluded because they may be considered to be of a non-operational or non-cash nature. Historically, the Company has recorded significant impairment and restructuring charges, and therefore management uses adjusted operating income (loss) to assist in evaluating the performance of the Company's core operations.

Summarized financial information of the Company's continuing operations by operating segment is as follows:


	Fiscal Year Ended Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Net revenue:
Direct Marketing	$	387,510	$	444,360
Supply Chain	226,256		338,453
	$	613,766	$	782,813
Operating (loss) income:
Direct Marketing	$	(11,261)	$	12,940
Supply Chain	6,827		27,952
Total segment operating (loss) income	(4,434)		40,892
Corporate-level activity	(8,397)		(8,449)
Total operating (loss) income	(12,831)		32,443
Total other expense	(29,949)		(31,810)
(Loss) income before income taxes	$	(42,780)	$	633


	July 31, 2021		July 31, 2020
	(In thousands)
Total assets:
Direct Marketing	$	530,944	$	584,477
Supply Chain	101,159		138,773
Sub-total—segment assets	632,103		723,250
Corporate	44,278		35,922
	$	676,381	$	759,172

Summarized financial information of the Company's net revenue from external customers by group of services is as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Products:
Direct Marketing	$	387,510	$	444,360
Services:
Supply Chain	226,256		338,453
	$	613,766	$	782,813

Summarized financial information of the Company's capital expenditures, depreciation expense and amortization expense, by reportable segment, is as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Capital expenditures:
Direct Marketing	$	2,397	$	10,197
Supply Chain	1,218		1,873
	$	3,615	$	12,070
Depreciation Expense:
Direct Marketing	$	19,893	$	18,964
Supply Chain	3,403		4,111
	$	23,296	$	23,075
Amortization Expense:
Direct Marketing	$	20,258	$	27,255

As of July 31, 2021 and 2020, approximately $58.4 million and $73.2 million of the Company's long-lived assets, respectively, were located in the U.S.. Summarized financial information of the Company's net revenue by geographic location is as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
United States	$	448,253	$	524,249
Mainland China	71,307		126,611

Other	94,206		131,953
	$	613,766	$	782,813

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Jul. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS As of July 31, 2021, SPHG Holdings and its affiliates, including Steel Holdings, HNH and SPL, beneficially owned approximately 48.5% of our outstanding capital stock, including the if-converted value of the SPHG Note and shares of Series C Convertible Preferred Stock that vote on an as-converted basis together with our Common Stock. Warren G. Lichtenstein, our Interim Chief Executive Officer and the Executive Chairman of our Board, is also the Executive Chairman of Steel Holdings GP. Glen Kassan, our Vice Chairman of the Board and former Chief Administrative Officer, is an employee of Steel Services. Jack L. Howard, the President and a director of Steel Holdings GP, is also a director. SPHG Note Transaction On February 28, 2019, the Company entered into that certain SPHG Note Purchase Agreement with SPHG Holdings, whereby SPHG Holdings agreed to loan the Company $14.9 million in exchange for a 7.50% Convertible Senior Note due 2024. As of July 31, 2021 and 2020, SPHG Holdings held $14.9 million principal amount of the Company's 7.50% Convertible Senior Note. As of July 31, 2021 and 2020, the net carrying value of the SPHG Note was $9.3 million and $8.1 million, respectively. During the fiscal years ended July 31, 2021 and 2020, the Company recognized interest expense of $2.4 million and $1.8 million , respectively, associated with the SPHG Note. Preferred Stock Transaction Refer to Note 19 – “Stockholders’ Equity” for information on the Preferred Stock Purchase Agreement with SPHG Holdings. During both the fiscal years ended July 31, 2021 and 2020, the Company paid dividends of $2.1 million associated with the Series C Convertible Preferred Stock. Management Services Agreement The Company is party to a management services agreement with Steel Services, an indirect wholly-owned subsidiary of Steel Holdings and is a related party. Pursuant to this agreement, SP Corporate provided the Company and its subsidiaries with the services of certain employees, including certain executive officers and other corporate services. Total expenses incurred related to the management services agreement for the fiscal years ended July 31, 2021 and 2020 totaled $4.3 million and $3.4 million, respectively. As of July 31, 2021 and 2020, amounts due to Steel Services were $0.9 million and $0.8 million, respectively.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jul. 31, 2021
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements of the Company include the results of its wholly-owned and majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company accounts for investments in businesses in which it owns between 20% and 50% of the voting interest using the equity method, if the Company has the ability to exercise significant influence over the investee company. All other investments in privately held businesses over which the Company does not have the ability to exercise significant influence, or for which there is not a readily determinable market value, are accounted for under the cost method of accounting.
Use of Estimates	Use of Estimates The preparation of the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. 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 revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates including those related to: (1) revenue recognition; (2) valuation allowances for trade and other receivables; (3) the valuation of goodwill, other intangible assets and long-lived assets; (4) contingencies, including litigation reserves; (5) restructuring charges and related severance expenses; (6) going concern assumptions, and (7) accrued pricing and tax related liabilities. Accounting estimates are based on historical experience and various assumptions that are considered reasonable under the circumstances. However, because these estimates inherently involve judgments and uncertainties, actual results could differ materially from those estimated.
Revenue Recognition	Revenue Recognition The Company recognizes revenue from its contracts with customers primarily from the sale of marketing solutions offerings and supply chain management services. Revenue is recognized when control of the promised goods or services is transferred to a customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. For IWCO Direct's marketing solutions offerings and ModusLink's supply chain management services arrangements, the goods and services are considered to be transferred over time as they are performed. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Marketing solutions offerings IWCO Direct's revenue is generated through the provision of data-driven marketing solutions, primarily through providing direct mail products to customers. Revenue related to the majority of IWCO Direct's marketing solutions contracts, which typically consist of a single integrated performance obligation, is recognized over time as the Company performs because the products have no alternative use to the Company. Supply chain management services ModusLink's revenue primarily comes from the sale of supply chain management services to its clients. Amounts billed to customers under these arrangements include revenue attributable to the services performed as well as for materials procured on the customer's behalf as part of its service to them. The majority of these arrangements consist of two distinct performance obligations (i.e., warehousing/inventory management service and a separate kitting/packaging/assembly service), revenue related to each of which is recognized over time as services are performed using an input method based on the level of efforts expended. Other Other revenue consists of cloud-based software subscriptions, software maintenance and support service contracts, fees for professional services and fees for the sale of perpetual software licenses in ModusLink's e-Business operations. Except for perpetual software licenses, revenue related to these arrangements is recognized on a straight-line basis over the term of the agreement or over the term of the agreement in proportion to the costs incurred in satisfying the obligations under the contract. Revenue from the sale of perpetual licenses is recognized at a point in time upon execution of the relevant license agreement and when delivery has taken place. Significant Judgments The Company's contracts with customers may include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For arrangements with multiple performance obligations, the Company allocates revenue to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation. The Company generally determines standalone selling prices based on the prices charged to customers and uses a range of amounts to estimate standalone selling prices when we sell each of the products and services separately and need to determine whether there is a discount that needs to be allocated based on the relative standalone selling prices of the various products and services. The Company typically has more than one range of standalone selling prices for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, the Company may use information such as the type of customer and geographic region in determining the range of standalone selling prices. The Company may provide credits or incentives to customers, which are accounted for as variable consideration when estimating the transaction price of the contract and amounts of revenue to recognize. The amount of variable consideration to include in the transaction price is estimated at contract inception using either the estimated value method or the most likely amount method based on the nature of the variable consideration. These estimates are updated at the end of each reporting period as additional information becomes available and revenue is recognized only to the extent that it is probable that a significant reversal of any amounts of variable consideration included in the transaction price will not occur. Principal Versus Agent Revenue Recognition For revenue generated from contracts with customers involving another party, the Company considers whether it maintains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment and discretion in establishing price. Revenues are recognized on a gross basis if the Company is acting in the capacity of a principal and on a net basis if its acting in the capacity of an agent. Contract Balances Timing of revenue recognition may differ from timing of invoicing to customers. The Company records contract assets and liabilities related to its contracts with customers as follows: •Accounts receivable when revenue is recognized prior to receipt of cash payments and if the right to such amounts is unconditional and solely based on the passage of time. •Contract assets when the Company recognizes revenue based on efforts expended but the right to such amount is conditional upon satisfaction of another performance obligation. Contract assets are primarily comprised of fees related to marketing solutions offerings and supply chain management services. The Company's contract assets are all short-term in nature and are included in prepaid expenses and other current assets in the Company's consolidated balance sheets. •Deferred revenue when cash payments are received or due in advance of performance. Deferred revenue is primarily comprised of fees related to supply chain management services, cloud-based software subscriptions and software maintenance and support service contracts, which are generally billed in advance. Deferred revenue also includes other offerings for which we have been paid in advance and earn the revenue when we transfer control of the product or service. The deferred revenue balance is classified as a component of other current liabilities and other long-term liabilities on the Company's consolidated balance sheets.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts The Company's unsecured accounts receivable are stated at original invoice amount less an estimate made for doubtful receivables based on a monthly review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering each customer's financial condition, credit history, current economic conditions, whether any amounts are currently past due and the length of time accounts may be past due. The Company writes off accounts receivable when management deems them uncollectible and records recoveries of accounts receivable previously written off when received. When accounts receivable are considered past due, the Company generally does not charge interest on past due balances.
Foreign Currency Translation	Foreign Currency Translation All assets and liabilities of the Company's foreign subsidiaries, whose functional currency is the local currency, are translated to U.S. dollars at the rates in effect at the balance sheet date. All amounts in the consolidated statements of operations are translated using the average exchange rates in effect during the year. Resulting translation adjustments are reflected in the accumulated other comprehensive income (loss) component of stockholders' equity. Settlement of receivables and payables in a foreign currency that is not the functional currency result in foreign currency transaction gains and losses. Foreign currency transaction gains and losses are included in "Other gains (losses), net" in the consolidated statements of operations.
Cash, Cash Equivalents and Short-term Investments	Cash, Cash Equivalents and Short-term InvestmentsCash equivalents consist of highly liquid investments with an original maturity of three months or less at the time of purchase. Investments with maturities greater than three months to twelve months at the time of purchase are considered short-term investments.
Fair Value Measurements	Fair Value Measurements The Company measures certain assets and liabilities at fair value (see Note 20 - "Fair Value Measurements"). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair values of assets and liabilities are determined based on a three-level measurement input hierarchy. Level 1 inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date. Level 2 inputs are other than quoted market prices that are observable, either directly or indirectly, for an asset or liability. Level 2 inputs can include quoted prices in active markets for similar assets or liabilities, quoted prices in a market that is not active for identical assets or liabilities, or other inputs that can be corroborated by observable market data. Level 3 inputs are unobservable for the asset or liability when there is little, if any, market activity for the asset or liability. Level 3 inputs are based on the best information available and may include data developed by the Company.
Funds Held for Clients	Funds Held for Clients Funds held for clients represent cash that is restricted for use solely for the purposes of satisfying the obligations to remit clients' customer funds to the Company's clients. These funds are classified as a current asset and a corresponding current liability on the Company's consolidated balance sheets.
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by both moving averages and the first-in, first-out methods. IWCO Direct's inventory consists primarily of raw material (paper) used to produce direct mail packages and work-in-process. Finished goods are generally not a significant element of IWCO Direct's inventory as they are generally mailed after the production and sorting process. A provision for excess or obsolete inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns and future sales expectations.
Business Combinations and Valuation of Goodwill and Other Acquired Intangible Assets	Business Combinations and Valuation of Goodwill and Other Acquired Intangible Assets When the Company acquires a business, it allocates the purchase price to the assets acquired, liabilities assumed and any noncontrolling interests based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Significant judgment may be used to determine these fair values, including the use of appraisals, discounted cash flow models, market value for similar purchases or other methods applicable to the circumstances. The assumptions and judgments made by the Company when recording business combinations will have an impact on reported results of operations in the future. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Accounting for Impairment of Long-Lived Assets, Goodwill and Other Intangible Assets	Accounting for Impairment of Long-Lived Assets, Goodwill and Other Intangible Assets The Company tests long-lived assets or group of assets for recoverability whenever events or changes in circumstances indicate that the Company may not be able to recover the asset's carrying amount. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company evaluates recoverability generally by determining whether the undiscounted cash flows expected to result from the use and eventual disposition of that asset or group cover the carrying value at the evaluation date. If the undiscounted cash flows are not sufficient to recover the carrying value, the Company measures an impairment loss as the excess of the carrying amount of the long-lived asset or group over its fair value. Management may use third-party valuation experts to assist in its determination of fair value. The carrying value of goodwill is not amortized, but is tested for impairment annually as of June 30, and, additionally on an interim basis, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The accounting standards for goodwill allow for the assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company does not utilize a qualitative assessment approach, then the quantitative goodwill impairment test is utilized to identify potential impairments. The Company identifies any potential impairment by comparing the carrying value of a reporting unit to its fair value. The Company typically determines the fair value of its reporting units using a discounted cash flow valuation approach. If a potential impairment is identified, the Company will determine the amount of goodwill impairment by comparing the fair value of a reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized. The Company recognized a interim pre-tax goodwill impairment charge of $25.7 million during the quarter ended April 30, 2021. The annual and interim impairment tests in the fiscal year ended July 31, 2020 did not result in impairments to goodwill. Acquired finite-lived intangible assets are amortized over their estimated useful lives. The Company evaluates the recoverability of its intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.
Property and Equipment	Property and EquipmentProperty, plant and equipment are stated at cost, less accumulated depreciation. The costs of additions and improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Depreciation and amortization is computed by applying the straight-line method to the estimated useful lives of the respective assets. Changes in estimated useful lives and salvage values of the Company’s assets and the related depreciation and amortization expense are accounted for prospectively. The Company capitalizes certain computer software development costs when incurred in connection with developing or obtaining computer software for internal use.
Leases	Leases The Company leases office space, warehouse facilities, equipment and automobiles under operating leases. These leases may also include rent escalation clauses or lease incentives in the form of construction allowances and rent reduction. In determining the lease term used in the lease right-of-use ("ROU") asset and lease liability calculations, the Company considers various factors such as market conditions and the terms of any renewal or termination options that may exist. When deemed reasonably certain, the renewal and termination options are included in the determination of the lease term and calculation of the lease ROU asset and lease liability. The Company is typically required to make fixed minimum rent payments, variable rent payments primarily based on performance, or a combination thereof, directly related to its ROU asset. The Company is also often required, by the lease, to pay for certain other costs including real estate taxes, insurance, common area maintenance fees and/or certain other costs, which may be fixed or variable, depending upon the terms of the respective lease agreement. To the extent these payments are fixed, the Company has included them in calculating the lease ROU assets and lease liabilities. The Company calculates lease ROU assets and lease liabilities as the present value of fixed lease payments over the reasonably certain lease term beginning at the commencement date. When discount rates implicit in leases cannot be readily determined, the Company uses its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases, the ROU asset is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less ("short-term lease"), any fixed lease payments are recognized on a straight-line basis over such term and are not recognized on the consolidated balance sheets. Variable lease cost for both operating and finance leases, if any, is recognized as incurred.
Restructuring Costs	Restructuring Costs Restructuring and other exit costs may include employee separation costs, asset impairment charges, contract exit costs and costs of facility consolidation and closure. The Company records restructuring and other exit costs at their fair value when incurred. In accordance with existing benefit arrangements, employee termination costs are accrued when the restructuring actions are probable and estimable. Employee separation costs may also include one-time termination benefits recognized as a liability at estimated fair value, at the time of communication to employees, unless future service is required beyond the minimum retention period, in which case the costs are recognized ratably over the future service period.
Income Taxes	Income Taxes Income taxes are accounted for using the asset and liability method whereby deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. This methodology is subjective and requires significant estimates and judgments in the determination of the recoverability of deferred tax assets and in the calculation of certain tax liabilities. Income tax accounting standards prescribe: (1) a minimum recognition threshold that an income tax benefit arising from an uncertain income tax position taken, or expected to be taken, on an income tax return is required to meet before being recognized in the financial statements and (2) the measurement of the income tax benefits recognized from such positions. The Company's accounting policy is to classify uncertain income tax positions that are not expected to be resolved in one year as non-current income tax liabilities and to classify potential interest and penalties on uncertain income tax positions as elements of the provision for income taxes in its financial statements. See Note 15 - "Income Taxes," for additional information.
Pension Plans	Pension Plans The Company sponsors defined benefit pension plans covering certain of its employees in the Netherlands and Japan. In accordance with accounting standards for employee pension benefits, the Company recognizes on a plan-by-plan basis the unfunded status of its pension plans in the consolidated financial statements and measures its pension plan assets and benefit obligations as of July 31. The obligation for the Company's pension plans and the related annual costs of employee benefits are calculated based on several long-term assumptions, including discount rates and expected mortality for employee benefit liabilities, rates of return on plan assets and expected annual rates for salary increases for employee participants.
Share-Based Compensation Plans	Share-Based Compensation Plans All share-based payment awards to employees and directors are measured based upon their grat date fair values and expensed over the period during with the employee or director is required to provide service in exchange for the award (the vesting period). The Company accounts for forfeitures in the period in which they occur.
Deferred Debt Issue Costs	Deferred Debt Issue CostsCosts to issue debt are capitalized and deferred when incurred and subsequently amortized to interest expense over the term of the related debt using the effective interest rate method. Deferred debt issuance costs are presented in the Company's consolidated balance sheets as a direct deduction from the carrying amount of the associated debt liability.
Major Clients and Concentration of Credit Risk	Major Clients and Concentration of Credit RiskFinancial instruments which potentially subject the Company to concentrations of credit risk are cash, cash equivalents and accounts receivable. The Company's cash equivalent portfolio is diversified and consists primarily of short-term investment grade securities placed with high credit quality financial institutions. Cash and cash equivalents are maintained at accredited financial institutions, and the balances associated with funds held for clients are at times without and in excess of federally insured limits. The Company has never experienced any losses related to these balances and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with financial institutions.
Adoption of New Accounting Standards and Accounting Standards Issued and Not Yet Implemented	Adoption of New Accounting Standards In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements. The amendments in ASU 2018-13 were effective in the first quarter of the Company's fiscal year ending July 31, 2021 (Fiscal Year 2021). The adoption of the accounting standard did not have a material impact on the Company's financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 modifies the disclosure requirements for employers that sponsor defined benefit pension and other post-retirement plans. The amendments in ASU 2018-14 became effective in the first quarter of the Company's Fiscal Year 2021. The adoption of the accounting standard did not have a material impact on the Company's financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The amendments in ASU 2018-15 became effective for the Company's first quarter of Fiscal Year 2021. The adoption of the accounting standard did not have a material impact on the Company's consolidated financial statements. Accounting Standards Issued and Not Yet Implemented In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Loses on Financial Instruments, an ASU that requires measurement and recognition of expected credit losses for financial instruments, including trade receivables, based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The ASU will be effective for the Company beginning in the first quarter of the fiscal year ending July 31, 2024 on a modified retrospective basis, which requires a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The new guidance is effective for the Company's first quarter of the fiscal year ending July 31, 2022. The Company does not expect that the adoption of this new guidance will have a material impact on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which is intended to provide temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate, known as LIBOR, or by another reference rate expected to be discontinued. This optional guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40). The amendment in this update simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity's financial statements and information about events, conditions and circumstances that can affect how to assess the amount or timing of an entity's future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning in our fiscal year ending July 31, 2025, with early adoption permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
Reclassification, Comparability Adjustment	Reclassification Certain reclassifications have been made to the prior year balances to conform with current reporting. On the statement of cash flows for the year ended July 31, 2020, the Company reclassified the non-cash portion of lease expense which totaled $14.3 million from Other Assets and Liabilities to Non-cash Lease Expense. These reclassifications had no impact on net loss or stockholder’s equity.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Jul. 31, 2021

Accounting Policies [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable

The allowance for doubtful accounts consisted of the following:


	July 31, 2021		July 31, 2020
	(In thousands)
Balance at beginning of year	$	134	$	1,804
Provisions charged to expense	—		111
Accounts written off	(6)		(1,781)
Recovered	(79)		—
Balance at end of year	$	49	$	134

Cash and Cash Equivalents

Cash and cash equivalents consisted of the following:


	July 31, 2021		July 31, 2020
	(In thousands)
Cash and bank deposits	$	54,604	$	70,770
Money market funds	42,327		5,117
	$	96,931	$	75,887


	July 31,
	2021		2020
	(In thousands)
Cash and cash equivalents	$	96,931	$	75,887
Funds held for clients	8,212		18,755
Cash, cash equivalents and restricted cash	$	105,143	$	94,642

Estimated Useful Lives of Property and Equipment

The estimated useful lives are as follows:


Category						Useful Lives

Machinery and equipment						3 to 7 years
Furniture and fixtures						5 to 7 years
Automobiles						5 years
Software						3 to 8 years
Leasehold improvements						Shorter of the lease term or the estimated useful life of the asset

INVENTORIES (Tables)

12 Months Ended

Jul. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories, net consisted of the following:


	July 31, 2021		July 31, 2020
	(In thousands)
Raw materials	$	15,484	$	14,216
Work-in-process	76		253
Finished goods	668		885
	$	16,228	$	15,354

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Jul. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment at Cost

Property and equipment at cost, consists of the following:


	July 31,
	2021		2020
	(In thousands)
Land	$	942	$	942
Machinery and equipment	110,545		112,407
Leasehold improvements	24,941		24,659
Software	54,606		53,715
Computer hardware	13,966		14,055
Other	5,127		6,083
	210,127		211,861
Less: accumulated depreciation and amortization	(151,265)		(132,183)
Property and equipment, net	$	58,862	$	79,678

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Jul. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The table below presents information for the Company's identifiable intangible assets that are subject to amortization:


		July 31, 2021						July 31, 2020
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in years)	(In thousands)
Customer relationships	15	$	192,730	$	77,725	$	115,005	$	192,730	$	60,032	$	132,698
Trademarks and trade names	3	20,520		20,520		—		20,520		17,955		2,565
Total		$	213,250	$	98,245	$	115,005	$	213,250	$	77,987	$	135,263

Schedule of Finite-Lived Intangible Assets Amortization Expense

The table below presents amortization expense recorded by the Company for its identifiable intangible assets.


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Customer relationships	$	17,693	$	20,415
Trademarks and trade names	2,565		6,840
Total	$	20,258	$	27,255

Schedule of Estimated Future Amortization Expense of Intangible Assets

The estimated future amortization expense of intangible assets as of July 31, 2021 is as follows (in thousands):


For the Fiscal Years Ended July 31,
2022	$	15,334
2023	11,427
2024	9,371
2025	9,371
2026	9,371
Thereafter	60,131
	$	115,005

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Jul. 31, 2021

Payables and Accruals [Abstract]

Components of Accrued Expenses

The following tables reflect the components of "Accrued expenses" and "Other current liabilities":


	July 31, 2021		July 31, 2020
Accrued Expenses	(In thousands)
Accrued taxes	$	57,152	$	60,744
Accrued compensation	22,987		25,439
Accrued interest	476		476
Accrued audit, tax and legal	3,674		3,399
Accrued contract labor	930		981
Accrued workers' compensation	1,818		3,949
Accrued other	19,834		16,392
	$	106,871	$	111,380

Components of Other Current Liabilities


	July 31, 2021		July 31, 2020
Other Current Liabilities	(In thousands)
Accrued pricing liabilities	$	10,295	$	13,499
Customer postage deposits	13,452		8,551

Other	4,354		7,900
	$	28,101	$	29,950

DEBT (Tables)

12 Months Ended

Jul. 31, 2021

Debt Disclosure [Abstract]

Summary of Components of Debt and Reconciliation to Carrying Amount

The components of debt and a reconciliation to the carrying amount of long-term debt is presented in the table below:


	July 31, 2021		July 31, 2020
	(In thousands)
Secured
Cerberus Term Loan due December 15, 2022	$	364,330	$	371,972
Unsecured
7.50% Convertible Senior Note due March 1, 2024	14,940		14,940
Credit Facilities

Cerberus Bank Credit Facility	—		—
MidCap Credit Facility	—		—
Less: unamortized discounts and issuance costs	(6,136)		(7,863)
Total debt, net	373,134		379,049
Less: current portion of debt, net	(5,602)		(5,527)
Total long-term debt, net	$	367,532	$	373,522

Summary of Debt


	July 31, 2021		July 31, 2020
	(In thousands)
Principal amount outstanding on the Term Loan	$	364,330	$	371,972
Unamortized debt issuance costs	(539)		(977)
Net carrying value of the Term Loan	$	363,791	$	370,995

The table below presents the net carrying value of the SPHG Note:


	July 31, 2021		July 31, 2020
	(In thousands)
Carrying amount of equity component	$	8,200	$	8,200

Principal amount of note	$	14,940	$	14,940
Unamortized debt discount	(5,597)		(6,886)
Net carrying amount	$	9,343	$	8,054

Summary of Interest Expense Related to Convertible Notes

During the fiscal years ended July 31, 2021 and 2020, the Company recognized interest expense associated with the SPHG Note as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Interest expense related to contractual interest coupon	$	1,136	$	1,142
Interest expense related to accretion of the discount	1,290		622
	$	2,426	$	1,764

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

+ Details

LEASES (Tables)

12 Months Ended

Jul. 31, 2021

Leases [Abstract]

Lease Cost

The components of the Company's lease expense are presented below:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Operating lease cost	$	16,532	$	16,722
Short-term lease expense	1,969		2,358
Variable lease cost	28		68
Amortization of finance lease assets	—		38
Interest on finance lease liabilities	6		11
	$	18,535	$	19,197

Supplemental cash flow information related to the cash paid for amounts included in measurement of lease liabilities during the fiscal year ended July 31, 2021 and 2020 was as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Operating cash flows from operating leases	$	16,413	$	15,885
Operating cash flows from finance leases	$	6	$	9
Financing cash flows from finance leases	$	70	$	100

Future Minimum Lease Payments Under Operating Leases

The Company's future minimum lease payments required under operating and finance leases that have commenced as of July 31, 2021 were as follows:


	Operating Leases		Finance Leases
	(In thousands)
2022	$	15,362	$	6
2023	9,906		76
2024	7,336		38
2025	7,250		—
2026	6,278		—
Thereafter	14,255		—
Total lease payments	60,387		120
Less: imputed interest	7,881		9
Present value of lease payments	52,506		111
Less: current lease obligations	13,617		73
Long-term lease obligations	$	38,889	$	38

Future Minimum Lease Payments Under Financing Leases

The Company's future minimum lease payments required under operating and finance leases that have commenced as of July 31, 2021 were as follows:


	Operating Leases		Finance Leases
	(In thousands)
2022	$	15,362	$	6
2023	9,906		76
2024	7,336		38
2025	7,250		—
2026	6,278		—
Thereafter	14,255		—
Total lease payments	60,387		120
Less: imputed interest	7,881		9
Present value of lease payments	52,506		111
Less: current lease obligations	13,617		73
Long-term lease obligations	$	38,889	$	38

Additional Lease Information

Additional information related to the Company's leases as of July 31, 2021 was as follows:


Weighted average remaining lease term:
Operating leases	5.1	years
Finance leases	1.4	years

Weighted average discount rate:
Operating leases		4.5%
Finance leases		3.9%

RESTRUCTURING ACTIVITIES (Tables)

12 Months Ended

Jul. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The tables below present restructuring charges by type of cost for the fiscal year ended July 31, 2021:


(in thousands)	Direct Marketing		Supply Chain		Total
Accelerated depreciation	$	3,228	$	—	$	3,228
Impairment of long-lived assets	498		—		498
Employee termination costs	—		1,720		1,720
Contractual obligations	—		35		35
Total restructuring charges	$	3,726	$	1,755	$	5,481


(in thousands)	Direct Marketing		Supply Chain		Total
Cost of revenue	$	3,724	$	—	$	3,724
Selling, general and administrative	2		1,755		1,757
	$	3,726	$	1,755	$	5,481

Changes to the restructuring liability during he fiscal year ended July 31, 2021 were as follows:


(in thousands)	Employee Termination Costs		Contractual Obligations		Restructuring Liability
Balance as of July 31, 2020	$	41	$	—	$	41
Costs incurred	2,124		37		2,161
Cash payments	(706)		(35)		(741)
Change in estimates	(404)		(2)		(406)
Balance as of July 31, 2021	$	1,055	$	—	$	1,055

DEFINED BENEFIT PENSION PLANS (Tables)

12 Months Ended

Jul. 31, 2021

Retirement Benefits [Abstract]

Plan Assets Measured at Fair Value on Recurring Basis Classified by Fair Value Hierarchy

The following table presents the plan assets measured at fair value on a recurring basis as of July 31, 2021 and 2020, classified by fair value hierarchy:


					Fair Value Measurements at Reporting Date Using
(In thousands)	July 31, 2021		Asset Allocations		Level 1		Level 2		Level 3
Insurance contract	$	28,554	98	%	$	—	$	—	$	28,554
Other investments	669		2	%	—		—		669
	$	29,223	100	%	$	—	$	—	$	29,223


					Fair Value Measurements at Reporting Date Using
(In thousands)	July 31, 2020		Asset Allocations		Level 1		Level 2		Level 3
Insurance contract	$	28,388	98	%	$	—	$	—	$	28,388
Other investments	662		2	%	—		—		662
	$	29,050	100	%	$	—	$	—	$	29,050

Aggregate Change in Benefit Obligation and Plan Assets

The following table summarizes the changes in benefit obligation, plan assets and funded status for these plans:


	July 31,
	2021		2020
	(In thousands)
Change in benefit obligation
Benefit obligation at beginning of year	$	33,927	$	34,538
Service cost	16		185
Interest cost	501		543
Actuarial gain	(664)		(691)
Employee contributions	—		28
Benefits and administrative expenses paid	(216)		(212)
Settlements	(46)		—
Effect of curtailment	—		(2,390)
Currency translation	66		1,926
Benefit obligation at end of year	$	33,584	$	33,927

Change in plan assets
Fair value of plan assets at beginning of year	$	29,050	$	27,267
Actual return on plan assets	(29)		476
Employer contributions, net	393		(39)
Employee contributions	—		28
Settlements	(46)		—
Benefits and administrative expenses paid	(216)		(212)
Currency translation	71		1,530
Fair value of plan assets at end of year	$	29,223	$	29,050

Funded status
Current liabilities	$	(13)	$	(31)
Noncurrent liabilities	(4,348)		(4,846)
Net amounts recognized on the consolidated balance sheets	$	(4,361)	$	(4,877)

Information for Pension Plans with an Accumulated Benefit Obligation in Excess of Plan Assets

Information for pension plans with an accumulated benefit obligation in excess of plan assets was as follows:


	July 31,
	2021		2020
	(In thousands)
Projected benefit obligation	$	33,584	$	33,927
Accumulated benefit obligation	$	33,584	$	33,927
Fair value of plan assets	$	29,223	$	29,050

Components of Net Periodic Pension Cost

The following table summarizes the components of net periodic pension cost:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Service cost	$	16	$	185
Interest costs	501		543
Expected return on plan assets	(437)		(458)
Amortization of net actuarial loss	4		74
Curtailment gain	—		(143)
Net periodic pension costs	$	84	$	201

Weighted Average Assumptions Used to Determine Benefit Obligations and Net Periodic Pension Cost

The table below summarizes the weighted average assumptions used to determine benefit obligations:


	Fiscal Year Ended July 31,
	2021		2020
Discount rate	1.49	%	1.48	%
Rate of compensation increase	—	%	1.96	%

The table below summarizes weighted average assumptions used to determine net periodic pension cost:


	Fiscal Year Ended July 31,
	2021		2020
Discount rate	1.24	%	1.39	%
Expected long-term rate of return on plan assets	1.20	%	1.37	%
Rate of compensation increase	—	%	1.77	%

Summary of Expected Benefit Payments from the Plans through Fiscal 2026


			Pension Benefit Payments
			(In thousands)
For the fiscal year ending July 31:
2022			257
2023			308
2024			477
2025			395
2026			497
Next 5 years			3,054

REVENUE RECOGNITION (Tables)

12 Months Ended

Jul. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of Reconciliation of the Disaggregated Revenue


	Fiscal Year Ended July 31, 2021						Fiscal Year Ended July 31, 2020
	Direct Marketing		Supply Chain		Consolidated Total		Direct Marketing		Supply Chain		Consolidated Total
	(In thousands)						(In thousands)
Major Goods/Service Lines
Marketing solutions offerings	$	387,510	$	—	$	387,510	$	444,360	$	—	$	444,360
Supply chain management services	—		224,280		224,280		—		336,491		336,491
Other	—		1,976		1,976		—		1,962		1,962
	$	387,510	$	226,256	$	613,766	$	444,360	$	338,453	$	782,813
Timing of Revenue Recognition
Products transferred over time	$	387,510	$	—	$	387,510	$	444,360	$	—	$	444,360
Services transferred over time	—		226,256		226,256		—		338,453		338,453
	$	387,510	$	226,256	$	613,766	$	444,360	$	338,453	$	782,813

Summary of Changes in Deferred Revenue

The table below presents information for the Company's contract balances:


	July 31, 2021		July 31, 2020
	(In thousands)
Accounts receivable, trade, net	$	69,805	$	93,072
Contract assets	$	14,458	$	13,016

Deferred revenue - current	$	2,562	$	2,860
Deferred revenue - long-term	108		85
Total deferred revenue	$	2,670	$	2,945

Remaining Performance Obligations

Remaining performance obligations are comprised of deferred revenue. Changes in deferred revenue during the fiscal year ended July 31, 2021 were as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Balance at beginning of period	$	2,945	$	3,029
Deferral of revenue	5,266		4,310
Recognition of deferred amounts upon satisfaction of performance obligation	(5,541)		(4,394)
Balance at end of period	$	2,670	$	2,945

OTHER GAINS, NET (Tables)

12 Months Ended

Jul. 31, 2021

Other Income and Expenses [Abstract]

Components of Other Gains (Losses), Net

The following table presents the components of "Other gains, net":


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Foreign currency exchange (losses) gains, net	$	(1,907)	$	890
Derecognition of accrued pricing liabilities(a)	3,204		810

Other (losses) gains, net	(121)		398
	$	1,176	$	2,098

(a) Refer to Note 6 – “Accrued Expenses and Other Current Liabilities” for information on the derecognition of the accrued pricing liabilities.

SHARE-BASED PAYMENTS (Tables)

12 Months Ended

Jul. 31, 2021

Share-based Payment Arrangement [Abstract]

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 for the fiscal years ended July 31, 2021 and 2020:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Cost of revenue	$	—	$	—
Selling, general and administrative	591		720
	$	591	$	720

Summary of Option Activity

A summary of option activity for the fiscal year ended July 31, 2021 is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
	(In thousands, except exercise price and years)
Stock options outstanding, July 31, 2020	174	$	4.30
Granted	—	—
Exercised	—	—
Forfeited or expired	(162)	4.37
Stock options outstanding, July 31, 2021	12	3.41		0.2
Stock options exercisable, July 31, 2021	12	$	3.41	0.2

Summary of Activity of Nonvested Stock

A summary of the activity of the Company's restricted stock for the fiscal year ended July 31, 2021, is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
	(Share amounts in thousands)
Nonvested stock outstanding, July 31, 2020	1,345	$	0.95
Granted	416	1.32
Vested	(645)	0.94
Forfeited	—	—
Nonvested stock outstanding, July 31, 2021	1,116	$	1.09

INCOME TAXES (Tables)

12 Months Ended

Jul. 31, 2021

Income Tax Disclosure [Abstract]

Components of Loss from Continuing Operations before Provision for Income Taxes

The components of (loss) income before provision for income taxes are as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Income (loss) from operations before income taxes:
U.S.	$	(49,372)	$	(9,168)
Foreign	6,592		9,801
Total (loss) income from operations before income taxes	$	(42,780)	$	633

Components of Income Tax Expense from Operations

The components of income tax expense from operations consist of the following:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Current provision:
Federal	$	—	$	—
State	401		430
Foreign	1,033		3,283
	1,434		3,713
Deferred provision:
Federal	39		91
State	42		1,452
Foreign	96		661
	177		2,204
Total tax provision	$	1,611	$	5,917

Components of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities are as follows:


	July 31, 2021		July 31, 2020
	(In thousands)
Deferred tax assets:
Accruals and reserves	$	8,503	$	8,563

Tax basis in excess of financial basis for intangible and fixed assets	181		225
Net operating loss and capital loss carry forwards	466,801		468,132
Total gross deferred tax assets	475,485		476,920
Less: valuation allowance	(456,610)		(452,969)
Net deferred tax assets	$	18,875	$	23,951
Deferred tax liabilities:
Financial basis in excess of tax basis for intangible and fixed assets	$	(18,464)	$	(22,889)
Convertible debt	(1,342)		(1,595)
Total gross deferred tax liabilities	(19,806)		(24,484)
Net deferred tax liabilities	$	(931)	$	(533)

Reconciliation of Income Tax Expense Attributable to Income from Continuing Operations


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Computed "expected" income tax expense (benefit)	$	(8,984)	$	160
Increase (decrease) in income tax expense resulting from:
Change in valuation allowance	5,386		2,227

Foreign tax rate differential	(33)		(23)

Goodwill impairment	5,388		—
Nondeductible expenses	443		3,010
Foreign withholding taxes	(1,310)		553
Addition of uncertain tax position reserves	(247)		498
State benefit of U.S. loss	—		(624)
State income taxes, net of federal benefit	317		133
Other	651		(17)
Actual income tax expense	$	1,611	$	5,917

Reconciliation of Beginning and Ending Balances of Total Amounts of Gross Unrecognized Tax Benefits

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Balance as of beginning of year	$	2,460	$	2,207
Additions for current year tax positions	52		667
Currency translation	(3)		2
Reductions for lapses in statute of limitations	(369)		(416)
Balance as of end of year	$	2,140	$	2,460

LOSS PER SHARE (Tables)

12 Months Ended

Jul. 31, 2021

Earnings Per Share [Abstract]

Reconciliation of Earnings Per Share

The following table reconciles loss per share for the fiscal years ended July 31, 2021 and 2020.


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands, except per share data)
Net loss	$	(44,391)	$	(5,284)
Less: Preferred dividends on redeemable preferred stock	(2,129)		(2,129)
Net loss attributable to common stockholders	$	(46,520)	$	(7,413)





Weighted average common shares outstanding	62,142		61,644




Basic and diluted net loss per share attributable to common stockholders	$	(0.75)	$	(0.12)

ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

12 Months Ended

Jul. 31, 2021

Equity [Abstract]

Accumulated Other Comprehensive Income, Net of Income Taxes

The components of accumulated other comprehensive income, net of income taxes, are as follows:


	Foreign currency items		Pension items		Total
	(In thousands)
Accumulated other comprehensive income (loss) at July 31, 2020	$	5,025	$	(1,182)	$	3,843
Foreign currency translation adjustment	4,737		—		4,737

Pension liability adjustments	—		(1,418)		(1,418)
Net current-period other comprehensive income (loss)	4,737		(1,418)		3,319
Accumulated other comprehensive income (loss) at July 31, 2021	$	9,762	$	(2,600)	$	7,162


	Foreign currency items		Pension items		Unrealized gains (losses) on securities		Total
	(In thousands)
Accumulated other comprehensive income (loss) at July 31, 2019	$	5,017	$	(4,079)	$	96	$	1,034
Foreign currency translation adjustment	8		—		—		8
Net unrealized holding gain on securities	—		—		(96)		(96)
Pension liability adjustments	—		2,897		—		2,897
Net current-period other comprehensive income (loss)	8		2,897		(96)		2,809
Accumulated other comprehensive income (loss) at July 31, 2020	$	5,025	$	(1,182)	$	—	$	3,843

STATEMENT OF CASH FLOWS SUPPLEMENTAL INFORMATION (Tables)

12 Months Ended

Jul. 31, 2021

Supplemental Cash Flow Elements [Abstract]

Cash and Cash Equivalents

Cash and cash equivalents consisted of the following:


	July 31, 2021		July 31, 2020
	(In thousands)
Cash and bank deposits	$	54,604	$	70,770
Money market funds	42,327		5,117
	$	96,931	$	75,887


	July 31,
	2021		2020
	(In thousands)
Cash and cash equivalents	$	96,931	$	75,887
Funds held for clients	8,212		18,755
Cash, cash equivalents and restricted cash	$	105,143	$	94,642

Schedule of Restrictions on Cash and Cash Equivalents


	July 31,
	2021		2020
	(In thousands)
Cash and cash equivalents	$	96,931	$	75,887
Funds held for clients	8,212		18,755
Cash, cash equivalents and restricted cash	$	105,143	$	94,642

Schedule of Cash Flow, Supplemental Disclosure

Cash used for operating activities reflect cash payments for interest and income taxes as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Cash paid for interest	$	29,347	$	32,799
Cash paid for income taxes	$	3,151	$	4,991

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Jul. 31, 2021

Fair Value Disclosures [Abstract]

Financial Assets Measured at Fair Value on Recurring Basis and Classified by Fair Value Hierarchy

The following tables present the Company's financial assets measured at fair value on a recurring basis as of July 31, 2021 and 2020, classified by fair value hierarchy:


			Fair Value Measurements at Reporting Date Using
(In thousands)	July 31, 2021		Level 1		Level 2		Level 3
Money market funds	$	42,327	$	42,327	$	—	$	—


			Fair Value Measurements at Reporting Date Using
(In thousands)	July 31, 2020		Level 1		Level 2		Level 3
Money market funds	$	5,117	$	5,117	$	—	$	—

SEGMENT INFORMATION (Tables)

12 Months Ended

Jul. 31, 2021

Segment Reporting [Abstract]

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:


	Fiscal Year Ended Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Net revenue:
Direct Marketing	$	387,510	$	444,360
Supply Chain	226,256		338,453
	$	613,766	$	782,813
Operating (loss) income:
Direct Marketing	$	(11,261)	$	12,940
Supply Chain	6,827		27,952
Total segment operating (loss) income	(4,434)		40,892
Corporate-level activity	(8,397)		(8,449)
Total operating (loss) income	(12,831)		32,443
Total other expense	(29,949)		(31,810)
(Loss) income before income taxes	$	(42,780)	$	633

Summarized financial information of the Company's capital expenditures, depreciation expense and amortization expense, by reportable segment, is as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Capital expenditures:
Direct Marketing	$	2,397	$	10,197
Supply Chain	1,218		1,873
	$	3,615	$	12,070
Depreciation Expense:
Direct Marketing	$	19,893	$	18,964
Supply Chain	3,403		4,111
	$	23,296	$	23,075
Amortization Expense:
Direct Marketing	$	20,258	$	27,255

Total Assets of Continuing Operations


	July 31, 2021		July 31, 2020
	(In thousands)
Total assets:
Direct Marketing	$	530,944	$	584,477
Supply Chain	101,159		138,773
Sub-total—segment assets	632,103		723,250
Corporate	44,278		35,922
	$	676,381	$	759,172

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:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
Products:
Direct Marketing	$	387,510	$	444,360
Services:
Supply Chain	226,256		338,453
	$	613,766	$	782,813

Summarized financial information of the Company's net revenue by geographic location is as follows:


	Fiscal Year Ended July 31,
	2021		2020
	(In thousands)
United States	$	448,253	$	524,249
Mainland China	71,307		126,611

Other	94,206		131,953
	$	613,766	$	782,813

NATURE OF OPERATIONS - Additional Information (Detail) - USD ($)	Nov. 19, 2020	Jul. 31, 2021	Jul. 31, 2020	Dec. 31, 2019
Nature Of Operations [Line Items]
Cash and cash equivalents		$ 96,931,000	$ 75,887,000
Working capital deficit		$ 4,600,000
Common stock, par value (in usd per share)		$ 0.01	$ 0.01
Series A Preferred Stock
Nature Of Operations [Line Items]
Preferred stock, dividend rate, percentage	6.00%
Series A Preferred Stock \| Minimum
Nature Of Operations [Line Items]
Common stock, par value (in usd per share)	$ 0.65
Series A Preferred Stock \| Maximum
Nature Of Operations [Line Items]
Common stock, par value (in usd per share)	$ 0.72
MidCap Credit Facility
Nature Of Operations [Line Items]
Credit facility, readily available borrowing capacity		$ 8,700,000
Line of credit facility, maximum credit commitment				$ 12,500,000
Line of Credit \| Cerberus Credit Facility
Nature Of Operations [Line Items]
Line of credit facility, maximum credit commitment		$ 25,000,000.0	$ 25,000,000.0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($)	3 Months Ended		12 Months Ended
	Apr. 30, 2021	Oct. 31, 2019	Jul. 31, 2021	Jul. 31, 2020
Significant Of Accounting Policies [Line Items]
Highly liquid investment period to be considered cash equivalent			3 months
Impairment of goodwill	$ 25,700,000		$ 25,658,000	$ 0
Other assets and liabilities			(19,839,000)	(10,481,000)
Non-cash lease expense			14,186,000	$ 14,263,000
Revision of Prior Period, Reclassification, Adjustment \| Reclassification Adjustment to Confirm with Current Reporting
Significant Of Accounting Policies [Line Items]
Other assets and liabilities			14,300,000
Non-cash lease expense			$ 14,300,000
Ten Largest Clients \| Sales Revenue, Net \| Customer Concentration Risk
Significant Of Accounting Policies [Line Items]
Concentration risk percentage			52.00%	57.00%
Minimum
Significant Of Accounting Policies [Line Items]
Highly liquid investment period to be considered short term investments			3 months
Maximum
Significant Of Accounting Policies [Line Items]
Highly liquid investment period to be considered short term investments			12 months
Supply Chain \| One Client \| Sales Revenue, Net \| Customer Concentration Risk
Significant Of Accounting Policies [Line Items]
Concentration risk percentage			16.00%	17.00%
Supply Chain \| Client One \| Net Accounts Receivable \| Customer Concentration Risk
Significant Of Accounting Policies [Line Items]
Concentration risk percentage			13.00%	9.00%
Supply Chain \| Client Two \| Net Accounts Receivable \| Customer Concentration Risk
Significant Of Accounting Policies [Line Items]
Concentration risk percentage			12.00%	11.00%
Direct Marketing \| One Client \| Sales Revenue, Net \| Customer Concentration Risk
Significant Of Accounting Policies [Line Items]
Concentration risk percentage			11.00%	8.00%
Adjustment of Tax Related Liabilities
Significant Of Accounting Policies [Line Items]
Adjustments of tax related liabilities		$ 6,400,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of year	$ 134	$ 1,804
Provisions charged to expense	0	111
Accounts written off	(6)	(1,781)
Recovered	(79)	0
Balance at end of year	$ 49	$ 134

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Accounting Policies [Abstract]
Cash and bank deposits	$ 54,604	$ 70,770
Money market funds	42,327	5,117
Cash and cash equivalents	$ 96,931	$ 75,887

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives of Property Plant and Equipment (Detail)	12 Months Ended
	Jul. 31, 2021
Automobiles
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	5 years
Minimum \| Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	3 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	5 years
Minimum \| Software
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	3 years
Maximum \| Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	7 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	7 years
Maximum \| Software
Property, Plant and Equipment [Line Items]
Estimated useful life (in years)	8 years

INVENTORIES (Details) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 15,484	$ 14,216
Work-in-process	76	253
Finished goods	668	885
Inventory, net	$ 16,228	$ 15,354

PROPERTY AND EQUIPMENT - At Cost (Detail) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Property, Plant and Equipment [Line Items]
Land	$ 942	$ 942
Leasehold improvements	24,941	24,659
Software	54,606	53,715
Other	5,127	6,083
Property plant and equipment, gross	210,127	211,861
Less: accumulated depreciation and amortization	(151,265)	(132,183)
Property and equipment, net	58,862	79,678
Machinery and equipment
Property, Plant and Equipment [Line Items]
Machinery and equipment	110,545	112,407
Computer hardware
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	$ 13,966	$ 14,055

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Detail) - USD ($)	3 Months Ended		11 Months Ended	12 Months Ended
	Apr. 30, 2021	Apr. 30, 2020	Jun. 30, 2021	Jul. 31, 2021	Jul. 31, 2020
Goodwill [Line Items]
Goodwill				$ 231,470,000	$ 257,128,000
Total net revenue				613,766,000	782,813,000
Impairment of goodwill	$ 25,700,000			25,658,000	$ 0
Sales Revenue, Net \| Customer Concentration Risk \| Transitioning to Other Companies
Goodwill [Line Items]
Concentration risk percentage	7.00%	7.00%
Sales Revenue, Net \| Customer Concentration Risk \| IWCO Direct Holdings, Inc. \| Transitioning to Other Companies
Goodwill [Line Items]
Total net revenue	$ 10,900,000	$ 13,100,000
Direct Marketing
Goodwill [Line Items]
Goodwill				$ 231,500,000
Impairment of goodwill			$ 0

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 213,250	$ 213,250
Accumulated Amortization	98,245	77,987
Net Carrying Amount	$ 115,005	$ 135,263
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	15 years	15 years
Gross Carrying Amount	$ 192,730	$ 192,730
Accumulated Amortization	77,725	60,032
Net Carrying Amount	$ 115,005	$ 132,698
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period	3 years	3 years
Gross Carrying Amount	$ 20,520	$ 20,520
Accumulated Amortization	20,520	17,955
Net Carrying Amount	$ 0	$ 2,565

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 20,258	$ 27,255
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	17,693	20,415
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 2,565	$ 6,840

GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated Future Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 15,334
2023	11,427
2024	9,371
2025	9,371
2026	9,371
Thereafter	60,131
Net Carrying Amount	$ 115,005	$ 135,263

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Components of Accrued Expenses (Detail) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Payables and Accruals [Abstract]
Accrued taxes	$ 57,152	$ 60,744
Accrued compensation	22,987	25,439
Accrued interest	476	476
Accrued audit, tax and legal	3,674	3,399
Accrued contract labor	930	981
Accrued workers' compensation	1,818	3,949
Accrued other	19,834	16,392
Accrued expenses	$ 106,871	$ 111,380

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Components of Other Current Liabilities (Detail) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Payables and Accruals [Abstract]
Accrued pricing liabilities	$ 10,295	$ 13,499
Customer postage deposits	13,452	8,551
Other	4,354	7,900
Other current liabilities	$ 28,101	$ 29,950

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Change in Accounting Estimate [Line Items]
Accrued taxes	$ 57,152	$ 60,744
Accrued pricing liabilities	10,295	13,499
Derecognition of accrued pricing liabilities	3,204	810
Adjustment of Tax Related Liabilities
Change in Accounting Estimate [Line Items]
Accrued taxes	$ 3,600	$ (1,900)

DEBT - Summary of the Components of Debt (Details) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Debt Instrument [Line Items]
Less: unamortized discounts and issuance costs	$ (6,136)	$ (7,863)
Total debt, net	373,134	379,049
Less: current portion of debt, net	(5,602)	(5,527)
Total long-term debt, net	$ 367,532	373,522
7.50% Convertible Senior Note
Debt Instrument [Line Items]
Debt instrument stated percentage	7.50%
Convertible Notes Payable
Debt Instrument [Line Items]
Principal amount of long term debt	$ 14,940	14,940
Cerberus Credit Facility
Debt Instrument [Line Items]
Principal amount of long term debt	364,330	371,972
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility	0	0
MidCap Credit Facility
Debt Instrument [Line Items]
Revolving credit facility	$ 0	$ 0

DEBT - MidCap Credit Facility and Cerberus Credit Facility (Details) - USD ($)					3 Months Ended	12 Months Ended
	Dec. 09, 2020	Mar. 30, 2020	Dec. 31, 2019	Dec. 15, 2017	Jan. 31, 2021	Jul. 31, 2021	Jul. 01, 2021	Jun. 02, 2021	Dec. 08, 2020	Jul. 31, 2020	Mar. 29, 2020
Debt Instrument [Line Items]
Unused line fee			0.50%
Aggregate amount of each consecutive quarterly scheduled principal installment				$ 1,500,000
MidCap Credit Facility
Debt Instrument [Line Items]
Line of credit facility, term						3 years
Line of credit facility, maximum credit commitment			$ 12,500,000
Debt instrument, percentage points added to the reference rate			4.00%
Long-term line of credit						$ 0				$ 0
Credit facility, readily available borrowing capacity						8,700,000
MidCap Credit Facility \| Letter of Credit Sublimit
Debt Instrument [Line Items]
Line of credit facility, maximum credit commitment			$ 5,000,000
MidCap Credit Facility \| Inventory Sublimit
Debt Instrument [Line Items]
Line of credit facility, maximum credit commitment			$ 4,500,000
First Amendment to the Credit Facility
Debt Instrument [Line Items]
Dividends cash	$ 50,000,000
Dividends					$ 40,000,000
Minimum liquidity required	$ 3,000,000
Percentage of eligible accounts	75.00%								50.00%
Second Amendment to the Credit Facility
Debt Instrument [Line Items]
Unused line fee								0.65%
Third Amendment to the Credit Facility
Debt Instrument [Line Items]
Increase to effective cap on eligibility of unpaid Eligible Accounts							$ 8,000,000
Cerberus Credit Facility
Debt Instrument [Line Items]
Line of credit facility, term				5 years
Proceeds from long-term debt				$ 393,000,000.0
Revolving credit facility				$ 25,000,000.0
Leverage ratio				3.50%
Principal deferral amount		$ 3,000,000.0
Maximum amount borrower may distribute for management fees and tax sharing		5,000,000.0
Liquidity requirement		14,500,000									$ 15,000,000.0
Principal amount outstanding on the Term Loan						364,330,000				371,972,000
Cerberus Credit Facility \| Base Rate
Debt Instrument [Line Items]
Debt instrument, percentage points added to the reference rate				3.75%
Cerberus Credit Facility \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, percentage points added to the reference rate				6.50%
Cerberus Credit Facility \| Scenario 1
Debt Instrument [Line Items]
Excess cash flow payment percentage				50.00%
Principal payments extinguished		$ 4,300,000
Cerberus Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum credit commitment						25,000,000.0				25,000,000.0
Long-term line of credit						0				0
Cerberus Credit Facility \| Term Loan
Debt Instrument [Line Items]
Principal amount outstanding on the Term Loan						364,330,000				371,972,000
Current and long-term net						$ 363,791,000				$ 370,995,000
Rate Applicable When Leverage Ratio is Below 3.50 \| Cerberus Credit Facility \| Scenario 2
Debt Instrument [Line Items]
Excess cash flow payment percentage				25.00%

DEBT - Net Carrying Value of Term Loan (Detail) - Cerberus Credit Facility - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Debt Instrument [Line Items]
Principal amount outstanding on the Term Loan	$ 364,330	$ 371,972
Term Loan
Debt Instrument [Line Items]
Principal amount outstanding on the Term Loan	364,330	371,972
Unamortized debt issuance costs	(539)	(977)
Net carrying value of the Term Loan	$ 363,791	$ 370,995

DEBT - 7.5% Convertible Note (Details)		12 Months Ended
DEBT - 7.5% Convertible Note (Details)	Feb. 28, 2019 USD ($) $ / shares	Jul. 31, 2021 USD ($)	Jul. 31, 2020 USD ($)
Debt Instrument [Line Items]
Debt instrument, redemption price percentage	100.00%
Issuance of nonvested common stock, value		$ 600,000	$ 1,000,000
Carrying amount of equity component		$ 8,200,000	8,200,000
Debt instrument, interest rate, effective percentage		27.80%
7.50% Convertible Senior Note
Debt Instrument [Line Items]
Prior written notice, term	10 days
SPHG Holdings
Debt Instrument [Line Items]
Issuance of nonvested common stock, value	$ 1,000
Conversion ratio (shares)	0.4212655
Initial Conversion price (in usd per share) \| $ / shares	$ 2.37
SPHG Holdings \| 7.50% Convertible Senior Note
Debt Instrument [Line Items]
Debt instrument stated percentage	7.50%
Principal amount of note	$ 14,900,000
SPHG Holdings \| Convertible Notes Payable
Debt Instrument [Line Items]
Principal amount of note		$ 14,940,000	$ 14,940,000
Period over which the unamotized discount will be amortized		31 months

DEBT - Net Carrying Value of the Notes (Detail) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Debt Instrument [Line Items]
Carrying amount of equity component	$ 8,200	$ 8,200
Total debt, net	373,134	379,049
SPHG Holdings \| Convertible Notes Payable
Debt Instrument [Line Items]
Principal amount of note	14,940	14,940
Unamortized debt discount	(5,597)	(6,886)
Total debt, net	$ 9,343	$ 8,054

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

DEBT - Summary of Interest Expense Related to Convertible Notes (Detail) - Convertible Notes Payable - SPHG Holdings - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Interest Expense, Debt [Line Items]
Debt instrument, interest expense	$ 2,426	$ 1,764
Interest expense related to contractual interest coupon
Interest Expense, Debt [Line Items]
Debt instrument, interest expense	1,136	1,142
Interest expense related to accretion of the discount
Interest Expense, Debt [Line Items]
Debt instrument, interest expense	$ 1,290	$ 622

LEASES - Narrative (Details)	12 Months Ended
LEASES - Narrative (Details)	Jul. 31, 2021
Leases [Abstract]
Remaining lease term	11 years

LEASES - Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Lease Costs (Details) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Lease, Cost [Abstract]
Operating lease cost	$ 16,532	$ 16,722
Short-term lease expense	1,969	2,358
Variable lease cost	28	68
Amortization of finance lease assets	0	38
Interest on finance lease liabilities	6	11
Total lease cost	$ 18,535	$ 19,197

LEASES - Lease Commitments (Details) $ in Thousands	Jul. 31, 2021 USD ($)
Operating Leases
2022	$ 15,362
2023	9,906
2024	7,336
2025	7,250
2026	6,278
Thereafter	14,255
Total lease payments	60,387
Less: imputed interest	7,881
Present value of lease payments	$ 52,506
Operating lease, liability, current, statement of financial position	Current lease obligations
Less: current lease obligations	$ 13,617
Operating lease, liability, noncurrent, statement of financial position	Long-term lease obligations
Long-term lease obligations	$ 38,889
Finance Leases
2022	6
2023	76
2024	38
2025	0
2026	0
Thereafter	0
Total lease payments	120
Less: imputed interest	9
Present value of lease payments	$ 111
Finance lease, liability, current, statement of financial position	Current lease obligations
Less: current lease obligations	$ 73
Finance lease, liability, noncurrent, statement of financial position	Long-term lease obligations
Long-term lease obligations	$ 38

LEASES - Lease Information (Details)	Jul. 31, 2021
Weighted average remaining lease term:
Operating leases	5 years 1 month 6 days
Finance leases	1 year 4 months 24 days
Weighted average discount rate:
Operating leases	4.50%
Finance leases	3.90%

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Cash Flow, Lessee [Abstract]
Operating cash flows from operating leases	$ 16,413	$ 15,885
Operating cash flows from finance leases	6	9
Financing cash flows from finance leases	$ 70	$ 100

RESTRUCTURING ACTIVITIES - Narrative (Details) - IWCO Direct's Competitive Improvement Plan $ in Millions	Jun. 02, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Total expected costs of business development	$ 54
Business development term	24 months
Digital Press and Insertion Equipment
Restructuring Cost and Reserve [Line Items]
Total expected costs of business development	$ 38
Lease/Purchase Agreements
Restructuring Cost and Reserve [Line Items]
Total expected costs of business development	34
Employee-Related, Facilities Optimization, and Other Implementation Costs
Restructuring Cost and Reserve [Line Items]
Total expected costs of business development	16
Accelerated depreciation
Restructuring Cost and Reserve [Line Items]
Total expected costs of business development	$ 12

RESTRUCTURING ACTIVITIES - Schedule of Restructuring Charges by Type (Details) - IWCO Direct's Competitive Improvement Plan $ in Thousands	12 Months Ended
	Jul. 31, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Costs incurred	$ 2,161
Employee termination costs
Restructuring Cost and Reserve [Line Items]
Costs incurred	2,124
Contractual obligations
Restructuring Cost and Reserve [Line Items]
Costs incurred	37
Total
Restructuring Cost and Reserve [Line Items]
Costs incurred	5,481
Total \| Cost of revenue
Restructuring Cost and Reserve [Line Items]
Costs incurred	3,724
Total \| Selling, general and administrative
Restructuring Cost and Reserve [Line Items]
Costs incurred	1,757
Total \| Accelerated depreciation
Restructuring Cost and Reserve [Line Items]
Costs incurred	3,228
Total \| Impairment of long-lived assets
Restructuring Cost and Reserve [Line Items]
Costs incurred	498
Total \| Employee termination costs
Restructuring Cost and Reserve [Line Items]
Costs incurred	1,720
Total \| Contractual obligations
Restructuring Cost and Reserve [Line Items]
Costs incurred	35
Direct Marketing
Restructuring Cost and Reserve [Line Items]
Costs incurred	3,726
Direct Marketing \| Cost of revenue
Restructuring Cost and Reserve [Line Items]
Costs incurred	3,724
Direct Marketing \| Selling, general and administrative
Restructuring Cost and Reserve [Line Items]
Costs incurred	2
Direct Marketing \| Accelerated depreciation
Restructuring Cost and Reserve [Line Items]
Costs incurred	3,228
Direct Marketing \| Impairment of long-lived assets
Restructuring Cost and Reserve [Line Items]
Costs incurred	498
Direct Marketing \| Employee termination costs
Restructuring Cost and Reserve [Line Items]
Costs incurred	0
Direct Marketing \| Contractual obligations
Restructuring Cost and Reserve [Line Items]
Costs incurred	0
Supply Chain
Restructuring Cost and Reserve [Line Items]
Costs incurred	1,755
Supply Chain \| Cost of revenue
Restructuring Cost and Reserve [Line Items]
Costs incurred	0
Supply Chain \| Selling, general and administrative
Restructuring Cost and Reserve [Line Items]
Costs incurred	1,755
Supply Chain \| Accelerated depreciation
Restructuring Cost and Reserve [Line Items]
Costs incurred	0
Supply Chain \| Impairment of long-lived assets
Restructuring Cost and Reserve [Line Items]
Costs incurred	0
Supply Chain \| Employee termination costs
Restructuring Cost and Reserve [Line Items]
Costs incurred	1,720
Supply Chain \| Contractual obligations
Restructuring Cost and Reserve [Line Items]
Costs incurred	$ 35

RESTRUCTURING ACTIVITIES (Details) - IWCO Direct's Competitive Improvement Plan $ in Thousands	12 Months Ended
	Jul. 31, 2021 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 41
Costs incurred	2,161
Cash payments	(741)
Change in estimates	(406)
Ending balance	1,055
Employee termination costs
Restructuring Reserve [Roll Forward]
Beginning balance	41
Costs incurred	2,124
Cash payments	(706)
Change in estimates	(404)
Ending balance	1,055
Contractual obligations
Restructuring Reserve [Roll Forward]
Beginning balance	0
Costs incurred	37
Cash payments	(35)
Change in estimates	(2)
Ending balance	$ 0

COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) $ in Thousands				12 Months Ended
	Aug. 13, 2021 USD ($) shares	Jul. 26, 2021	Dec. 15, 2017 USD ($)	Jul. 31, 2021 shares
Commitments and Contingencies [Line Items]
Reverse stock split, conversion ratio		0.1
Restricted Stock
Commitments and Contingencies [Line Items]
Number of shares surrendered				0
Reith v. Lichtenstein \| Subsequent Event
Commitments and Contingencies [Line Items]
Cash paid to plaintiff \| $	$ 2,750
Reith v. Lichtenstein \| Restricted Stock \| Director \| Subsequent Event
Commitments and Contingencies [Line Items]
Number of shares surrendered	3,300,000
Reith v. Lichtenstein \| Restricted Stock \| Director \| Warren Lichtenstein \| Subsequent Event
Commitments and Contingencies [Line Items]
Number of vested shares surrendered	1,833,333
Number of nonvested shares surrendered	300,000
Reith v. Lichtenstein \| Restricted Stock \| Director \| Jack Howard \| Subsequent Event
Commitments and Contingencies [Line Items]
Number of vested shares surrendered	916,667
Number of nonvested shares surrendered	150,000
Reith v. Lichtenstein \| Restricted Stock \| Director \| William Fejes \| Subsequent Event
Commitments and Contingencies [Line Items]
Number of vested shares surrendered	100,000
Purchase Agreement \| SPHG Holdings \| Series C Convertible Preferred Stock
Commitments and Contingencies [Line Items]
Proceeds from issuance of preferred stock \| $			$ 35,000

DEFINED BENEFIT PENSION PLANS - Additional Information (Detail) $ in Thousands	12 Months Ended
	Jul. 31, 2022 USD ($)	Jul. 31, 2021 USD ($) pension_plan	Jul. 31, 2020 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Pension plans		us-gaap:PensionPlansDefinedBenefitMember
Pre-tax curtailment gain \| $		$ 0	$ 2,390
Cumulative gains and losses in excess of the greater of the pension benefit obligation		10.00%
Scenario, Forecast
Defined Benefit Plan Disclosure [Line Items]
Minimum required contributions to the plans \| $	$ 300
Netherlands
Defined Benefit Plan Disclosure [Line Items]
Number of pension plans \| pension_plan		2
Unfunded Defined Benefit Pension Plans \| Japan
Defined Benefit Plan Disclosure [Line Items]
Number of pension plans \| pension_plan		1

DEFINED BENEFIT PENSION PLANS - Schedule of Defined Benefit Plan Assets Fair Value Measurements (Detail) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020	Jul. 31, 2019
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	$ 29,223	$ 29,050	$ 27,267
Fair Value, Measurements, Recurring
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	$ 29,223	$ 29,050
Asset Allocations	100.00%	100.00%
Fair Value, Measurements, Recurring \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	$ 0	$ 0
Fair Value, Measurements, Recurring \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	0	0
Fair Value, Measurements, Recurring \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	29,223	29,050
Fair Value, Measurements, Recurring \| Insurance contract
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	$ 28,554	$ 28,388
Asset Allocations	98.00%	98.00%
Fair Value, Measurements, Recurring \| Insurance contract \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	$ 0	$ 0
Fair Value, Measurements, Recurring \| Insurance contract \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	0	0
Fair Value, Measurements, Recurring \| Insurance contract \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	28,554	28,388
Fair Value, Measurements, Recurring \| Other investments
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	$ 669	$ 662
Asset Allocations	2.00%	2.00%
Fair Value, Measurements, Recurring \| Other investments \| Level 1
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	$ 0	$ 0
Fair Value, Measurements, Recurring \| Other investments \| Level 2
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	0	0
Fair Value, Measurements, Recurring \| Other investments \| Level 3
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, fair value of plan assets	$ 669	$ 662

- Definition

Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.

+ References + Details

DEFINED BENEFIT PENSION PLANS - Aggregate Change in Benefit Obligation and Plan Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Change in benefit obligation
Benefit obligation at beginning of year	$ 33,927	$ 34,538
Service cost	16	185
Interest cost	501	543
Actuarial gain	(664)	(691)
Employee contributions	0	28
Benefits and administrative expenses paid	(216)	(212)
Settlements	(46)	0
Effect of curtailment	0	(2,390)
Currency translation	66	1,926
Benefit obligation at end of year	33,584	33,927
Change in plan assets
Fair value of plan assets at beginning of year	29,050	27,267
Actual return on plan assets	(29)	476
Employer contributions, net	393	(39)
Employee contributions	0	28
Settlements	(46)	0
Benefits and administrative expenses paid	(216)	(212)
Currency translation	71	1,530
Fair value of plan assets at end of year	29,223	29,050
Funded status
Current liabilities	(13)	(31)
Noncurrent liabilities	(4,348)	(4,846)
Net amounts recognized on the consolidated balance sheets	$ (4,361)	$ (4,877)

DEFINED BENEFIT PENSION PLANS - Information for Pension Plans with an Accumulated Benefit Obligation in Excess of Plan Assets (Detail) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Retirement Benefits [Abstract]
Projected benefit obligation	$ 33,584	$ 33,927
Accumulated benefit obligation	33,584	33,927
Fair value of plan assets	$ 29,223	$ 29,050

DEFINED BENEFIT PENSION PLANS - Components of Net Periodic Pension Cost (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Retirement Benefits [Abstract]
Service cost	$ 16	$ 185
Interest costs	501	543
Expected return on plan assets	(437)	(458)
Amortization of net actuarial loss	4	74
Curtailment gain	0	(143)
Net periodic pension costs	$ 84	$ 201

DEFINED BENEFIT PENSION PLANS - Weighted Average Assumptions Used to Determine Benefit Obligations (Detail)	Jul. 31, 2021	Jul. 31, 2020
Retirement Benefits [Abstract]
Discount rate	1.49%	1.48%
Rate of compensation increase	0.00%	1.96%

DEFINED BENEFIT PENSION PLANS - Weighted-Average Assumptions Used to Determine Net Periodic Pension Cost (Detail)	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Retirement Benefits [Abstract]
Discount rate	1.24%	1.39%
Expected long-term rate of return on plan assets	1.20%	1.37%
Rate of compensation increase	0.00%	1.77%

DEFINED BENEFIT PENSION PLANS - Summary of Expected Benefit Payments from Plans (Detail) $ in Thousands	Jul. 31, 2021 USD ($)
Retirement Benefits [Abstract]
2022	$ 257
2023	308
2024	477
2025	395
2026	497
Next 5 years	$ 3,054

REVENUE RECOGNITION - Disaggregated Revenue (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	$ 613,766	$ 782,813
Marketing solutions offerings
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	387,510	444,360
Supply chain management services
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	224,280	336,491
Other
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	1,976	1,962
Products transferred over time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	387,510	444,360
Products transferred over time \| Transferred over time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	387,510	444,360
Services transferred over time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	226,256	338,453
Services transferred over time \| Transferred over time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	226,256	338,453
Direct Marketing
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	387,510	444,360
Direct Marketing \| Marketing solutions offerings
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	387,510	444,360
Direct Marketing \| Supply chain management services
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	0	0
Direct Marketing \| Other
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	0	0
Direct Marketing \| Products transferred over time \| Transferred over time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	387,510	444,360
Direct Marketing \| Services transferred over time \| Transferred over time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	0	0
Supply Chain
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	226,256	338,453
Supply Chain \| Marketing solutions offerings
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	0	0
Supply Chain \| Supply chain management services
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	224,280	336,491
Supply Chain \| Other
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	1,976	1,962
Supply Chain \| Products transferred over time \| Transferred over time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	0	0
Supply Chain \| Services transferred over time \| Transferred over time
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	$ 226,256	$ 338,453

REVENUE RECOGNITION REVENUE RECOGNITION - Contract Balances (Details) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020	Jul. 31, 2019
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Contract assets	$ 14,458	$ 13,016
Deferred revenue - current	2,562	2,860
Deferred revenue - long-term	108	85
Total deferred revenue	2,670	2,945	$ 3,029
Trade Accounts Receivable
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Accounts receivable, trade, net	$ 69,805	$ 93,072

REVENUE RECOGNITION - Summary of Changes in Deferred Revenue (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Change in Deferred Revenue
Balance at beginning of period	$ 2,945	$ 3,029
Deferral of revenue	5,266	4,310
Recognition of deferred amounts upon satisfaction of performance obligation	(5,541)	(4,394)
Balance at end of period	$ 2,670	$ 2,945

REVENUE RECOGNITION - Performance Obligations (Details) $ in Millions	Jul. 31, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-08-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unearned revenue	$ 2.6
Unearned revenue, timing of satisfaction	12 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unearned revenue	$ 0.1
Unearned revenue, timing of satisfaction

OTHER GAINS, NET - Components of Other Gains, Net (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Other Income and Expenses [Abstract]
Foreign currency exchange (losses) gains, net	$ (1,907)	$ 890
Derecognition of accrued pricing liabilities	3,204	810
Other (losses) gains, net	(121)	398
Other gains (losses), net	$ 1,176	$ 2,098

SHARE-BASED PAYMENTS - Additional Information (Detail) - USD ($) $ in Millions			12 Months Ended
	Aug. 13, 2021	Dec. 15, 2017	Jul. 31, 2021	Jul. 31, 2020	Jul. 31, 2019	Jul. 23, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value of nonvested stock			$ 0.7	$ 0.8
Unrecognized compensation cost related to nonvested stock			$ 0.5
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock shares available for future issuance (in shares)			77,815
Number of shares pursuant to stock options granted (in shares)			600,000
Common stock purchase price as a percentage of market value (in percentage)			85.00%
Shares issued under plan (in shares)			9,145	22,000
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non vested stock compensation expense			$ 0.6	$ 0.7
Weighted average period of cost expected to be expensed (in years)			9 months 18 days
Restricted Stock \| Nonemployee Director \| Reith v. Lichtenstein \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of vested shares surrendered	2,900,000
Number of nonvested shares surrendered	500,000
Minimum \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of restriction period (in years)			1 year
Maximum \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of restriction period (in years)			5 years
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant						4,945,000
Common Stock shares available for future issuance (in shares)			8,442,623
2010 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock shares available for future issuance (in shares)						3,668,143
2010 Plan additional shares of common stock (in shares)						1,060,523
2010 Plan \| Restricted Stock and Market Performance Based Restricted Stock, Total \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock award granted (in shares)		5,500,000
2010 Plan \| Restricted Stock \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock award granted (in shares)		4,000,000
Restricted stock award vested (in shares)		4,000,000
2010 Plan \| Market Performance Based Restricted Stock \| Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock award granted (in shares)		1,500,000
Restricted stock award vested (in shares)					1,000,000

SHARE-BASED PAYMENTS - Summary of Share-Based Compensation (Benefit) Expense Related to Employee Stock Options, Employee Stock Purchases and Non-Vested Shares (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 591	$ 720
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	0	0
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 591	$ 720

SHARE-BASED PAYMENTS - Summary of Option Activity (Detail) shares in Thousands	12 Months Ended
	Jul. 31, 2021 $ / shares shares
Number of Shares
Stock options outstanding, beginning balance (in shares) \| shares	174
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	0
Forfeited or expired (in shares) \| shares	(162)
Stock options outstanding, ending balance (in shares) \| shares	12
Stock options exercisable (in shares) \| shares	12
Weighted Average Exercise Price
Stock options outstanding, beginning balance (in usd per shares) \| $ / shares	$ 4.30
Granted (in usd per shares) \| $ / shares	0
Exercised (in usd per shares) \| $ / shares	0
Forfeited or expired (in usd per shares) \| $ / shares	4.37
Stock options outstanding, ending balance (in usd per shares) \| $ / shares	3.41
Stock options exercisable (in usd per shares) \| $ / shares	$ 3.41
Weighted Average Remaining Contractual Term (Years)
Stock options outstanding	2 months 12 days
Stock options exercisable	2 months 12 days

SHARE-BASED PAYMENTS - Summary of Activity of Nonvested Stock (Detail) - Restricted Stock shares in Thousands	12 Months Ended
	Jul. 31, 2021 $ / shares shares
Number of Shares
Nonvested stock outstanding, beginning balance (in shares) \| shares	1,345
Granted (in shares) \| shares	416
Vested (in shares) \| shares	(645)
Forfeited (in shares) \| shares	0
Nonvested stock outstanding, ending balance (in shares) \| shares	1,116
Weighted-Average Grant Date Fair Value
Nonvested stock outstanding, beginning balance (in usd per shares) \| $ / shares	$ 0.95
Granted (in usd per shares) \| $ / shares	1.32
Vested (in usd per shares) \| $ / shares	0.94
Forfeited (in usd per shares) \| $ / shares	0
Nonvested stock outstanding, ending balance (in usd per shares) \| $ / shares	$ 1.09

INCOME TAXES - Components of Loss from Continuing Operations before Provision for Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Income Tax Disclosure [Abstract]
U.S.	$ (49,372)	$ (9,168)
Foreign	6,592	9,801
(Loss) income before income taxes	$ (42,780)	$ 633

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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INCOME TAXES - Components of Income Tax Expense from Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Current provision:
Federal	$ 0	$ 0
State	401	430
Foreign	1,033	3,283
Current provision	1,434	3,713
Deferred provision:
Federal	39	91
State	42	1,452
Foreign	96	661
Deferred provision	177	2,204
Total tax provision	$ 1,611	$ 5,917

INCOME TAXES - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Income Taxes [Line Items]
Net deferred tax assets	$ 18,875	$ 23,951
Deferred tax liability	931	533
Change in valuation allowance	$ 3,600	1,800
Ownership percentage	5.00%
Stockholder owning ownership on corporation's securities rolling period	3 years
Deferred employer-paid portion of social security taxes	$ 5,300
Unrecognized tax benefits, including interest, related to federal, state and foreign taxes	2,500	2,800
Expected any unrecognized tax benefits to reverse in the next twelve months	600
Increase (decrease) in liabilities for interest expense related to uncertain tax positions		100
Federal
Income Taxes [Line Items]
Operating loss carryforwards	2,100,000
State
Income Taxes [Line Items]
Operating loss carryforwards	111,100
Foreign
Income Taxes [Line Items]
Operating loss carryforwards	73,400
Foreign net operating loss carryforward with indefinite period	57,000
Federal and State
Income Taxes [Line Items]
Net capital loss carryforwards	34,200
Other Assets
Income Taxes [Line Items]
Net deferred tax assets	200	300
Other Long -term Liabilities
Income Taxes [Line Items]
Deferred tax liability	$ 1,200	$ 800

INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Deferred tax assets:
Accruals and reserves	$ 8,503	$ 8,563
Tax basis in excess of financial basis for intangible and fixed assets	181	225
Net operating loss and capital loss carry forwards	466,801	468,132
Total gross deferred tax assets	475,485	476,920
Less: valuation allowance	(456,610)	(452,969)
Net deferred tax assets	18,875	23,951
Deferred tax liabilities:
Financial basis in excess of tax basis for intangible and fixed assets	(18,464)	(22,889)
Convertible debt	(1,342)	(1,595)
Total gross deferred tax liabilities	(19,806)	(24,484)
Net deferred tax liabilities	$ (931)	$ (533)

INCOME TAXES - Difference of Income Tax Expense Attributable to Income from Continuing Operations and Expense Computed using U.S. Federal Income Tax (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Income Tax Disclosure [Abstract]
Computed "expected" income tax expense (benefit)	$ (8,984)	$ 160
Increase (decrease) in income tax expense resulting from:
Change in valuation allowance	5,386	2,227
Foreign tax rate differential	(33)	(23)
Goodwill impairment	5,388	0
Nondeductible expenses	443	3,010
Foreign withholding taxes	(1,310)	553
Addition of uncertain tax position reserves	(247)	498
State benefit of U.S. loss	0	(624)
State income taxes, net of federal benefit	317	133
Other	651	(17)
Total tax provision	$ 1,611	$ 5,917

INCOME TAXES - Reconciliation of Beginning and Ending Balances of Total Amounts of Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance as of beginning of year	$ 2,460	$ 2,207
Additions for current year tax positions	52	667
Currency translation	(3)
Currency translation		2
Reductions for lapses in statute of limitations	(369)	(416)
Balance as of end of year	$ 2,140	$ 2,460

LOSS PER SHARE - Reconciliation of Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (44,391)	$ (5,284)
Less: Preferred dividends on redeemable preferred stock	(2,129)	(2,129)
Net loss attributable to common stockholders	$ (46,520)	$ (7,413)
Weighted average common shares outstanding (in shares)	62,142	61,644
Basic net loss per share attributable to common stockholders (in usd per share)	$ (0.75)	$ (0.12)
Diluted net loss per share attributable to common stockholders (in usd per share)	$ (0.75)	$ (0.12)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

LOSS PER SHARE - Additional Information (Detail) - shares shares in Millions	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Redeemable preferred stock
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Common stock equivalent shares excluded from the denominator in the calculation of diluted loss per share (in shares)	17.9	17.9
7.50% Convertible Senior Note
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Common stock equivalent shares excluded from the denominator in the calculation of diluted loss per share (in shares)	6.3	6.3
7.50% Convertible Senior Note \| Stock Options, Restricted Stock, and Redeemable Preferred Stock
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Common stock equivalent shares excluded from the denominator in the calculation of diluted loss per share (in shares)	24.2	24.4

ACCUMULATED OTHER COMPREHENSIVE INCOME - Accumulated Other Comprehensive Income, Net of Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance	$ 48,818	$ 52,692
Foreign currency translation adjustment	4,737	8
Net unrealized holding loss on securities	0	(96)
Pension liability adjustments	(1,418)	2,897
Other comprehensive income	3,319	2,809
Balance	6,212	48,818
Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance	3,843	1,034
Foreign currency translation adjustment	4,737	8
Net unrealized holding loss on securities		(96)
Pension liability adjustments	(1,418)	2,897
Other comprehensive income	3,319	2,809
Balance	7,162	3,843
Foreign currency items
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance	5,025	5,017
Foreign currency translation adjustment	4,737	8
Net unrealized holding loss on securities		0
Pension liability adjustments	0	0
Other comprehensive income	4,737	8
Balance	9,762	5,025
Pension items
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance	(1,182)	(4,079)
Foreign currency translation adjustment	0	0
Net unrealized holding loss on securities		0
Pension liability adjustments	(1,418)	2,897
Other comprehensive income	(1,418)	2,897
Balance	(2,600)	(1,182)
Unrealized gains (losses) on securities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance	$ 0	96
Foreign currency translation adjustment		0
Net unrealized holding loss on securities		(96)
Pension liability adjustments		0
Other comprehensive income		(96)
Balance		$ 0

STATEMENT OF CASH FLOWS SUPPLEMENTAL INFORMATION - Reconciliation of Cash (Details) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020	Jul. 31, 2019
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 96,931	$ 75,887
Funds held for clients	8,212	18,755
Cash, cash equivalents and restricted cash	$ 105,143	$ 94,642	$ 46,064

STATEMENT OF CASH FLOWS SUPPLEMENTAL INFORMATION - Cash Used for Operating Activities Reflect Cash Payments for Interest and Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Supplemental Cash Flow Elements [Abstract]
Cash paid for interest	$ 29,347	$ 32,799
Cash paid for income taxes	$ 3,151	$ 4,991

STATEMENT OF CASH FLOWS SUPPLEMENTAL INFORMATION - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Supplemental Cash Flow Elements [Abstract]
Issuance of nonvested common stock ( in shares)	0.4	1.0
Issuance of nonvested common stock, value	$ 0.6	$ 1.0

STOCKHOLDERS' EQUITY - Additional Information (Detail) $ / shares in Units, $ in Thousands				12 Months Ended
	Jul. 26, 2021 shares	Dec. 15, 2017 USD ($) d vote $ / shares shares	Mar. 12, 2013 USD ($) $ / shares shares	Jul. 31, 2021 USD ($) $ / shares shares	Jul. 31, 2020 USD ($) $ / shares shares	Jul. 25, 2021 shares
Equity [Line Items]
Preferred stock, shares issued (in shares) \| shares				0	0
Preferred stock, par value (in usd per share)				$ 0.01	$ 0.01
Price per share (in usd per share)			$ 4.00
Common stock, par value (in usd per share)				$ 0.01	$ 0.01
Percentage of declared dividends		100.00%
Number of votes per share \| vote		1
Issuance of common stock (in shares) \| shares			7,500,000
Proceeds from issuance of common stock, gross \| $			$ 30,000
Common stock issuance, transaction cost \| $			2,300
Net proceeds from issuance of common stock \| $			$ 27,700	$ 4	$ 19
Issuance of warrants to acquire additional shares (in shares) \| shares			2,000,000
Issuance of warrants to acquire additional shares, exercise price (in usd per share)			$ 5.00
Warrants expiration term			5 years
Reverse stock split, conversion ratio	0.1
Common stock, shares authorized (in shares) \| shares	140,000,000			1,400,000,000	1,400,000,000	1,400,000,000
Series C Convertible Preferred Stock
Equity [Line Items]
Common stock, par value (in usd per share)		$ 0.01
Convertible preferred stock conversion price per share (in usd per share)		$ 1.96
Preferred stock, dividend rate, percentage		6.00%
Percentage threshold closing sale price of common stock higher than conversion price		170.00%
Trading days \| d		5
Purchase Agreement \| SPHG Holdings \| Series C Convertible Preferred Stock
Equity [Line Items]
Preferred stock, shares issued (in shares) \| shares		35,000
Preferred stock, par value (in usd per share)		$ 0.01
Price per share (in usd per share)		$ 1,000
Proceeds from issuance of preferred stock \| $		$ 35,000
Percentage of stated value		100.00%
Repurchase Agreements \| Warrant \| Steel Holdings
Equity [Line Items]
Repurchase price of warrant (in usd per share)		$ 100

FAIR VALUE MEASUREMENTS - Financial Assets Measured at Fair Value on Recurring Basis and Classified by Fair Value Hierarchy (Detail) - Fair Value, Measurements, Recurring - Money market funds - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure, recurring	$ 42,327	$ 5,117
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure, recurring	42,327	5,117
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure, recurring	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure, recurring	$ 0	$ 0

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Apr. 30, 2021	Jul. 31, 2021	Jul. 31, 2020
Fair Value Disclosures [Abstract]
Impairment of goodwill	$ 25,700,000	$ 25,658,000	$ 0

SEGMENT INFORMATION - Additional Information (Detail) $ in Thousands	12 Months Ended
	Jul. 31, 2021 USD ($) segment	Jul. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| segment	2
Total assets	$ 676,381	$ 759,172
United States
Segment Reporting Information [Line Items]
Total assets	58,400	73,200
Operating Segments
Segment Reporting Information [Line Items]
Total assets	632,103	723,250
Operating Segments \| Direct Marketing
Segment Reporting Information [Line Items]
Total assets	530,944	584,477
Operating Segments \| Supply Chain
Segment Reporting Information [Line Items]
Total assets	$ 101,159	$ 138,773

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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SEGMENT INFORMATION - Summarized Financial Information of Continuing Operations by Operating Segment and Corporate-Level Activity (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Segment Reporting Information [Line Items]
Revenues	$ 613,766	$ 782,813
Total operating (loss) income	(12,831)	32,443
Total other expense	(29,949)	(31,810)
(Loss) income before income taxes	(42,780)	633
Direct Marketing
Segment Reporting Information [Line Items]
Revenues	387,510	444,360
Supply Chain
Segment Reporting Information [Line Items]
Revenues	226,256	338,453
Operating Segments
Segment Reporting Information [Line Items]
Total operating (loss) income	(4,434)	40,892
Operating Segments \| Direct Marketing
Segment Reporting Information [Line Items]
Revenues	387,510	444,360
Total operating (loss) income	(11,261)	12,940
Operating Segments \| Supply Chain
Segment Reporting Information [Line Items]
Revenues	226,256	338,453
Total operating (loss) income	6,827	27,952
Corporate-level activity
Segment Reporting Information [Line Items]
Total operating (loss) income	$ (8,397)	$ (8,449)

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

SEGMENT INFORMATION - Total Assets of Continuing Operations (Detail) - USD ($) $ in Thousands	Jul. 31, 2021	Jul. 31, 2020
Segment Reporting Information [Line Items]
Total assets	$ 676,381	$ 759,172
Operating Segments
Segment Reporting Information [Line Items]
Total assets	632,103	723,250
Operating Segments \| Direct Marketing
Segment Reporting Information [Line Items]
Total assets	530,944	584,477
Operating Segments \| Supply Chain
Segment Reporting Information [Line Items]
Total assets	101,159	138,773
Corporate
Segment Reporting Information [Line Items]
Total assets	$ 44,278	$ 35,922

- Definition

+ References

+ Details

SEGMENT INFORMATION - Summarized Financial Information of Net Revenue from External Customers by Group of Services (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 613,766	$ 782,813
Direct Marketing
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	387,510	444,360
Supply Chain
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 226,256	$ 338,453

- Definition

+ References

+ Details

SEGMENT INFORMATION - Summarized Financial Information of Capital Expenditures, Depreciation, and Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Segment Reporting Information [Line Items]
Capital expenditures	$ 3,615	$ 12,070
Depreciation	23,289	23,075
Amortization expense	20,258	27,255
Operating Segments
Segment Reporting Information [Line Items]
Capital expenditures	3,615	12,070
Depreciation	23,296	23,075
Operating Segments \| Direct Marketing
Segment Reporting Information [Line Items]
Capital expenditures	2,397	10,197
Depreciation	19,893	18,964
Amortization expense	20,258	27,255
Operating Segments \| Supply Chain
Segment Reporting Information [Line Items]
Capital expenditures	1,218	1,873
Depreciation	$ 3,403	$ 4,111

SEGMENT INFORMATION - Summarized Financial Information of Net Revenue by Geographical Location (Details) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020
Segment Reporting Information [Line Items]
Total net revenue	$ 613,766	$ 782,813
United States
Segment Reporting Information [Line Items]
Total net revenue	448,253	524,249
Mainland China
Segment Reporting Information [Line Items]
Total net revenue	71,307	126,611
Other
Segment Reporting Information [Line Items]
Total net revenue	$ 94,206	$ 131,953

- Definition

+ References

+ Details

RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2021	Jul. 31, 2020	Feb. 28, 2019
Related Party Transaction [Line Items]
Net carrying value of note	$ 373,134	$ 379,049
Preferred dividends paid	$ 2,129	2,129
Steel Holdings \| 5.25% Convertible Senior Notes
Related Party Transaction [Line Items]
Ownership percentage in capital stock	48.50%
SPHG Holdings \| 7.50% Convertible Senior Note
Related Party Transaction [Line Items]
Debt instrument stated percentage			7.50%
SPHG Holdings \| Convertible Notes Payable
Related Party Transaction [Line Items]
Net carrying value of note	$ 9,343	8,054
Debt instrument, interest expense	2,426	1,764
SPHG Holdings \| 7.50% Convertible Senior Note
Related Party Transaction [Line Items]
Debt instrument stated percentage			7.50%
Purchase Agreement \| SPHG Holdings \| Series C Convertible Preferred Stock
Related Party Transaction [Line Items]
Preferred dividends paid	2,100	2,100
SPHG Holdings
Related Party Transaction [Line Items]
Convertible notes payable	14,900	14,900
SPHG Holdings \| 7.50% Convertible Senior Note
Related Party Transaction [Line Items]
Convertible notes payable, current			$ 14,900
Steel Services Ltd \| Management Services Agreement
Related Party Transaction [Line Items]
Total expenses incurred related to Management Services Agreement and Transfer Agreement	4,300	3,400
SP Corporate Services Llc and Steel Services Limited \| Management Services Agreement
Related Party Transaction [Line Items]
Amount due to related parties	$ 900	$ 800