Significant Transactions During the Fiscal Year Ended July 31, 2019	12 Months Ended
Jul. 31, 2019
Significant Transactions During the Fiscal Year Ended July 31, 2019 [Abstract]
Significant Transactions During the Fiscal Year Ended July 31, 2019	4. Significant Transactions During the Fiscal Year Ended July 31, 2019 Staff Reduction Programs In December 2018, the Company began to notify employees of a voluntary retirement program. In February 2019, the Company began to notify affected employees of an involuntary separation program. These programs (collectively, the “Staff Reduction Programs”), which were being implemented in connection with a corporate restructuring plan within the Company’s U.S. operating segment, were substantially completed by July 31, 2019 and will be completed by December 31, 2019. During the fiscal year 2019, the Company’s U.S. operating segment recorded and paid approximately $1.0 million of employee severance and termination expenses related to the Staff Reduction Programs, which was reported in selling, general and administrative expenses on the consolidated statements of operations. Expenses Associated with Restatements of Financial Statements During fiscal year 2019, the Company restated audited consolidated financial statements for the fiscal years ended July 31, 2016 and 2017 and unaudited condensed consolidated financial statements for the quarters ended October 28, 2017, January 27, 2018 and April 28, 2018. Comparative prior year financial data included in tables and various accounting policies and commentaries included in the Company’s 2018 Annual Report on Form 10-K and 2019 Quarterly Reports on Form 10-Q was also restated or otherwise revised. These restatements required extensive internal and external resources to complete, including significant incremental fees paid to the Company’s independent auditors, tax consultants and external legal counsel. During fiscal year 2019, the Company’s U.S. operating segment recorded and paid incremental audit, tax and legal expenses of approximately $1.0 million as a result of the restatements described above, which were reported as selling, general and administrative expenses on the consolidated statements of operations. Agreement and Plan of Merger On August 28, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WSP Global Inc., a Canadian corporation (“WSP”), and Everest Acquisition Corp., a New York corporation and an indirect wholly owned subsidiary of WSP (“Merger Sub”). Pursuant to the Merger Agreement, the Company will merge with the Merger Sub (the “Merger”) with the Company continuing as the surviving corporation. At the Effective Time (as defined in the Merger Agreement), each share of the Company’s Class A common stock, $0.01 par value per share and Class B common stock, $0.01 par value per share (collectively, the “Company Shares”), issued and outstanding immediately prior to the Effective Time, (other than shares (i) held by the Company (or held in the Company’s treasury), (ii) held by any wholly owned subsidiary of the Company, (iii) held by WSP, Merger Sub or any other wholly owned subsidiary of WSP or (iv) held by holders of Class B common stock who have made a proper demand for appraisal of the shares in accordance with Section 623 of the New York Business Corporation Law) but including shares that are, as of the Effective Time, unvested and subject to restrictions, will be converted into the right to receive $15.00 in cash, without interest and subject to any required tax withholding. In addition, the Merger Agreement provides that record holders of Company Shares as of the close of business on the last business day prior to the Effective Time, including any shares that are then unvested and subject to restrictions, will receive a one-time special dividend from the Company of up to $0.50 in cash per share to be paid shortly after closing (the “Special Dividend”). The amount of the Special Dividend is subject to pro rata reduction if certain expenses incurred by the Company in connection with the Merger exceed $3.05 million in the aggregate, as further described in the Merger Agreement. The consummation of the Merger is subject to the satisfaction or waiver of specified closing conditions, including: (i) the approval of the Merger at a meeting of the Company’s shareholders, currently scheduled to occur on November 20, 2019, by the affirmative vote of the holders of two-thirds of the Company Shares that are issued and outstanding on the record date for the shareholders meeting, with Class A and Class B shareholders voting as a single class; (ii) the absence of an order, injunction or law issued by a court or governmental authority of competent jurisdiction that makes the consummation of the Merger illegal; (iii) the absence of legal proceedings brought by a governmental authority of competent jurisdiction seeking to restrain or prohibit the Merger; (iv) the clearance of the Merger by the Committee on Foreign Investment in the United States without the imposition of any burdensome conditions, as defined in the Merger Agreement; and (v) subject to certain materiality qualifications, the continued accuracy of the Company’s representations and warranties and continued compliance by the Company with covenants and obligations (to be performed at or prior to the closing of the Merger). If the Merger Agreement is terminated in certain circumstances, the Company may be required to pay WSP a termination fee of $4.0 million or reimburse WSP for certain expenses up to $1.75 million. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2019. Additional information about the Merger and the Merger Agreement is set forth in the Company’s definitive proxy statement filed with the SEC on October 8, 2019. The Company accrued approximately $0.3 million of expenses during the fourth quarter of fiscal year 2019 related to the Merger Agreement.

4. Significant Transactions During the Fiscal Year Ended July 31, 2019

Staff Reduction Programs

In December 2018, the Company began to notify employees of a voluntary retirement program. In February 2019, the Company began to notify affected employees of an involuntary separation program. These programs (collectively, the “Staff Reduction Programs”), which were being implemented in connection with a corporate restructuring plan within the Company’s U.S. operating segment, were substantially completed by July 31, 2019 and will be completed by December 31, 2019. During the fiscal year 2019, the Company’s U.S. operating segment recorded and paid approximately $1.0 million of employee severance and termination expenses related to the Staff Reduction Programs, which was reported in selling, general and administrative expenses on the consolidated statements of operations.

Expenses Associated with Restatements of Financial Statements

During fiscal year 2019, the Company restated audited consolidated financial statements for the fiscal years ended July 31, 2016 and 2017 and unaudited condensed consolidated financial statements for the quarters ended October 28, 2017, January 27, 2018 and April 28, 2018. Comparative prior year financial data included in tables and various accounting policies and commentaries included in the Company’s 2018 Annual Report on Form 10-K and 2019 Quarterly Reports on Form 10-Q was also restated or otherwise revised. These restatements required extensive internal and external resources to complete, including significant incremental fees paid to the Company’s independent auditors, tax consultants and external legal counsel. During fiscal year 2019, the Company’s U.S. operating segment recorded and paid incremental audit, tax and legal expenses of approximately $1.0 million as a result of the restatements described above, which were reported as selling, general and administrative expenses on the consolidated statements of operations.

Agreement and Plan of Merger

On August 28, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WSP Global Inc., a Canadian corporation (“WSP”), and Everest Acquisition Corp., a New York corporation and an indirect wholly owned subsidiary of WSP (“Merger Sub”). Pursuant to the Merger Agreement, the Company will merge with the Merger Sub (the “Merger”) with the Company continuing as the surviving corporation.

At the Effective Time (as defined in the Merger Agreement), each share of the Company’s Class A common stock, $0.01 par value per share and Class B common stock, $0.01 par value per share (collectively, the “Company Shares”), issued and outstanding immediately prior to the Effective Time, (other than shares (i) held by the Company (or held in the Company’s treasury), (ii) held by any wholly owned subsidiary of the Company, (iii) held by WSP, Merger Sub or any other wholly owned subsidiary of WSP or (iv) held by holders of Class B common stock who have made a proper demand for appraisal of the shares in accordance with Section 623 of the New York Business Corporation Law) but including shares that are, as of the Effective Time, unvested and subject to restrictions, will be converted into the right to receive $15.00 in cash, without interest and subject to any required tax withholding. In addition, the Merger Agreement provides that record holders of Company Shares as of the close of business on the last business day prior to the Effective Time, including any shares that are then unvested and subject to restrictions, will receive a one-time special dividend from the Company of up to $0.50 in cash per share to be paid shortly after closing (the “Special Dividend”). The amount of the Special Dividend is subject to pro rata reduction if certain expenses incurred by the Company in connection with the Merger exceed $3.05 million in the aggregate, as further described in the Merger Agreement.

The consummation of the Merger is subject to the satisfaction or waiver of specified closing conditions, including: (i) the approval of the Merger at a meeting of the Company’s shareholders, currently scheduled to occur on November 20, 2019, by the affirmative vote of the holders of two-thirds of the Company Shares that are issued and outstanding on the record date for the shareholders meeting, with Class A and Class B shareholders voting as a single class; (ii) the absence of an order, injunction or law issued by a court or governmental authority of competent jurisdiction that makes the consummation of the Merger illegal; (iii) the absence of legal proceedings brought by a governmental authority of competent jurisdiction seeking to restrain or prohibit the Merger; (iv) the clearance of the Merger by the Committee on Foreign Investment in the United States without the imposition of any burdensome conditions, as defined in the Merger Agreement; and (v) subject to certain materiality qualifications, the continued accuracy of the Company’s representations and warranties and continued compliance by the Company with covenants and obligations (to be performed at or prior to the closing of the Merger).

If the Merger Agreement is terminated in certain circumstances, the Company may be required to pay WSP a termination fee of $4.0 million or reimburse WSP for certain expenses up to $1.75 million.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2019. Additional information about the Merger and the Merger Agreement is set forth in the Company’s definitive proxy statement filed with the SEC on October 8, 2019.

The Company accrued approximately $0.3 million of expenses during the fourth quarter of fiscal year 2019 related to the Merger Agreement.