Shareholders' Equity

6 Months Ended

Jan. 31, 2013

Shareholders' Equity [Abstract]

Shareholders' Equity

12. Shareholders' Equity

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.

Cash Dividend

The Company declared cash dividends of approximately $1.0 million and $2.0 million in fiscal years 2013 and 2012, respectively.  Within accounts payable, the Company recorded outstanding dividend payables at July 31, 2012 of approximately $1.0 million which was paid in August 2012.

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.

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 28, 2013 the Company purchased an additional 1.3% of Walsh Environmental Scientists & Engineers, LLC (Walsh) from noncontrolling shareholders for approximately $0.3 million.  Two thirds of the purchase price was paid in cash while the remaining one third was paid for with E&E stock.  On December 28, 2012, Gustavson Associates, LLC (Gustavson), a subsidiary of Walsh, purchased an additional 6.7% of its shares from noncontrolling shareholders for approximately $0.4  million.  Half of the purchase price was paid in cash and Gustavson issued a three year note for the other half.  On December 17, 2012 the Company purchased an additional 0.9% of Walsh from noncontrolling shareholders for approximately $0.2 million. The entire purchase price was paid in cash.  In the three months ending October 31, 2012, Lowham-Walsh Engineering & Environment Services LLC (Lowham), a subsidiary of Walsh, purchased shares from noncontrolling interest for which the Company paid cash of less than $0.1 million.

On January 4, 2012, the Company purchased an additional 1.3% of Walsh from noncontrolling shareholders for approximately $0.3 million.  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 Ecology and Environment do Brasil LTDA (E&E Brasil) from noncontrolling shareholders for approximately $0.2 million.  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 $0.4 million.  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 $0.1 million.

Transactions with noncontrolling shareholders for the six months ended January 31, 2013 and fiscal year ended July 31, 2012 were recorded at amounts that approximated fair value.  Effects on shareholders' equity resulting from changes in E&E's ownership interest in its subsidiaries are summarized in the following table.

	Six months ended January 31, 2013			Fiscal year ended July 31, 2012
Net increase in shareholders' equity due to transfers to noncontrolling interest:
Sale of 600 Gustavson common shares	$	---		$	41,634
Total transfers to noncontrolling interest		---			41,634
Net increases (decreases) in shareholders' equity due to transfers from noncontrolling interest:
Purchase of 152 Walsh common shares, net of translation adjustments		---			(76,037	)
Purchase of  496 Walsh common shares, net of translation adjustments		---			(277,514	)
Purchase of  5,389 Brazil common shares		---			77,539
Purchase of 26,482 Walsh Peru common shares, net of translation adjustments		---			(238,677	)
Purchase of 166 Walsh common shares, net of translation adjustments		---			(97,634	)
Purchase of 25 Gestion Ambiental Consultores common shares		---			(7,452	)
Purchase of 75 Lowham common shares		(30,002	)		---
Purchase of 370 Walsh common shares		(182,125	)		---
Purchase of 2,800 Gustavson common shares		(293,102	)		---
Purchase of 495 Walsh common shares		(243,653	)		---
Total transfers from noncontrolling interest, net of translation adjustments		(748,882	)		(619,775	)
Transfers to (from) noncontrolling interest, net of translation adjustments	$	(748,882	)	$	(578,141	)