Shareholders' Equity

12 Months Ended

Jul. 31, 2012

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

The Company declared cash dividends of approximately $2.0 million in fiscal years 2012 and 2011.  Within accounts payable, the Company recorded outstanding dividend payables at July 31, 2012 and 2011 of approximately $1.0 million, respectively.

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

The Company’s noncontrolling interest is 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 January 4, 2012, the Company purchased an additional 1.3% of Walsh from noncontrolling shareholders for approximately $254,000.  Two thirds of the purchase price was paid in cash while the remaining one third was paid for with E&E stock.   On December 14, 2011, the Company purchased an additional 4.0% of E&E do Brasil from noncontrolling shareholders for approximately $180,000.  The entire purchase price was paid in cash.  On November 18, 2011, the Company purchased an additional 3.9% of Walsh Peru from noncontrolling shareholders for approximately $432,000.  The entire purchase price was paid in cash.  There were three additional purchases of noncontrolling interest in fiscal year 2012 for which the Company paid cash of approximately $128,000.

On June 6, 2011, the Company purchased an additional 1.1% of Walsh from noncontrolling shareholders for approximately $219,000.  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 March 18, 2011 the Company purchased an additional equity of 5.5% of Walsh, from noncontrolling shareholders for approximately $1,156,000.  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.

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Most transactions with noncontrolling shareholders for the fiscal year ended July 31, 2012 and 2011 were made at book value, which management believes approximates fair value.  The purchase of the Walsh Peru and E&E do Brasil shares, were at a calculated value in excess of book value which management believes approximated the fair value.

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

	Fiscal year  ended July 31, 2012			Fiscal year  ended July 31,  2011			Fiscal year ended July 31,  2010
Transfers to noncontrolling interest:
Sale of 160 Walsh common shares	$	---		$	---		$	40,850
Sale of 196 Walsh common shares		---			---			50,040
Sale of 200 Lowham – Walsh common shares		---			---			52,222
Sale of 15,000 Walsh Peru common shares		---			---			84,450
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			227,562
Transfers from noncontrolling interest:
Purchase of 182 Walsh common shares		---			---			(59,486	)
Purchase of 7,343 Walsh common shares		---			---			(2,289,778	)
Purchase of 11,000 Walsh Peru common shares		---			---			(126,830	)
Purchase of 50 Gestion Ambiental Consultores common shares		---			---			(50,000	)
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	)		---			---
Purchase of 496 Walsh common shares		(269,064	)		---			---
Purchase of 5,389 Brazil common shares		77,539			---			---
Purchase of 26,482 Walsh Peru common shares		(213,917	)		---			---
Purchase of 166 Walsh common shares		(94,601	)		---			---
Purchase of 25 Gestion Ambiental Consultores common shares		(7,452	)		---			---
Total transfers from noncontrolling interest		(581,243	)		(1,531,623	)		(2,526,094	)
Transfers to (from) noncontrolling interest	$	(539,609	)	$	(774,255	)	$	(2,298,532	)