Shareholders' Equity

3 Months Ended

Oct. 29, 2011

Shareholders' Equity [Abstract]

Shareholders' Equity

 a. Class A and Class B common stock

The relative rights, preferences and limitations of the Company's Class A and Class B common stock can be summarized as follows: Holders of Class A shares are entitled to elect 25% of the Board of Directors so long as the number of outstanding Class A shares is at least 10% of the combined total number of outstanding Class A and Class B common shares. Holders of Class A common shares have one-tenth the voting power of Class B common shares with respect to most other matters.

In addition, Class A shares are eligible to receive dividends in excess of (and not less than) those paid to holders of Class B shares. Holders of Class B shares have the option to convert at any time, each share of Class B common stock into one share of Class A common stock. Upon sale or transfer, shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock, except that sales or transfers of Class B common stock to an existing holder of Class B common stock or to an immediate family member will not cause such shares to automatically convert into Class A common stock.

b. Cash Dividend

For fiscal year 2011, the Company declared cash dividends of approximately $2.0 million.  Within accounts payable, the Company recorded outstanding dividend payables at July 31, 2011 of approximately $1.0 million.

c. Stock Repurchase

The Company's Board of Directors approved a 200,000 share repurchase program in August 2010 in which 93,173 shares remain available for repurchase.

d. Noncontrolling Interest

On August 1, 2009, the Company adopted authoritative accounting guidance that requires the ownership interests in subsidiaries held by parties other than the parent, and income attributable to those parties, be clearly identified and distinguished in the parent’s consolidated financial statements. The Company's noncontrolling interest is now disclosed as a separate component of the Company's consolidated equity on the balance sheets. Earnings and other comprehensive income are separately attributed to both the controlling and noncontrolling interests.  Earnings per share is calculated based on net income attributable to the Company's controlling interest.

On June 6, 2011, the Company purchased an additional 1.1% of Walsh from noncontrolling shareholders for approximately $219,000.  Two thirds of the purchase price was paid in cash while the remaining one third was paid for with E&E stock.  On March 18, 2011 the Company purchased an additional equity of 5.5% of its majority owned subsidiary, Walsh Environmental Scientists & Engineers, LLC (Walsh), from noncontrolling shareholders for approximately $1,156,000.  The terms of the sale are the same as the purchase in fiscal year 2010, where the company paid one third in cash, one third in a two-year note, and issued E&E stock for the remaining one third of the sale price.  On December 27, 2010, the Company purchased an additional 1.2% of Walsh from noncontrolling shareholders for approximately $257,000.  Two thirds of the purchase price was paid in cash while the remaining one third was paid for with E&E stock.  On August 23, 2010, for approximately $1.1 million, the Company purchased assets and assumed liabilities from Engineering Consulting Services, Inc. and contributed them in exchange for a 60% ownership interest in the newly formed entity Engineering Consulting Services, Inc., LLC (ECSI).  As part of this transaction, the noncontrolling interest contributed the remaining 40% of the net assets which resulted in a $667,000 noncontrolling interest in ECSI.

All transactions with noncontrolling shareholders for three months ended October 29, 2011 and fiscal year ended July 31, 2011 were made at book value, which management believes approximates fair value.

Effects of changes in E&E’s ownership interest in its subsidiaries on E&E’s equity:

	Three months  ended October 29, 2011			Fiscal year  ended July 31,  2011
Transfers to noncontrolling interest:
Sale of 900 Gustavson common shares	$	---		$	62,451
Issuance of 667 ECSI common shares		---			667,000
Sale of 75 Lowham – Walsh  common shares		---			27,917
Sale of 600 Gustavson common shares		41,634			---
Total transfers to noncontrolling interest		41,634			757,368
Transfers from noncontrolling interest:
Purchase of 20 Walsh common shares		---			(7,776	)
Purchase of 496 Walsh common shares		---			(208,156	)
Purchase of 2,205 Walsh common shares		---			(974,750	)
Purchase of 243 Walsh common shares		---			(101,905	)
Purchase of 426 Walsh common shares		---			(197,945	)
Purchase of 100 Walsh common shares		---			(41,091	)
Purchase of 152 Walsh common shares		(73,748	)		---
Total transfers from noncontrolling interest		(73,748	)		(1,531,623	)
Transfers to (from) noncontrolling interest	$	(32,114	)	$	(774,255	)