| 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 are 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 $1.0 million and $2.0 million in fiscal years 2013 and 2012, respectively. Dividends payable of $1.0 million at July 31, 2012 were paid in August 2012.
Stock Repurchase
| In August 2010, the Company's Board of Directors approved a program for repurchase of 200,000 shares of Class A common stock. As of April 30, 2013, 93,173 shares remain available for repurchase. |
Noncontrolling Interests
Noncontrolling interests are disclosed as a separate component of consolidated shareholders' equity on the accompanying condensed consolidated 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 (loss) income attributable to the Company's controlling interests.
Transactions with noncontrolling shareholders for the nine months ended April 30, 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. | | Nine Months Ended April 30, 2013 | | | Fiscal Year Ended July 31, 2012 | | Net increase in shareholders' equity due to transfers to noncontrolling interest: | | | | | | | Sale of 600 Gustavson common shares (1) | | $ | --- | | | $ | 41,634 | | Total transfers to noncontrolling interests | | | --- | | | | 41,634 | | | | | | | | | | | Net increases (decreases) in shareholders' equity due to transfers from noncontrolling interests: | | | | | | | | | Purchase of 50 Walsh common shares (2) | | | (18,316 | ) | | | --- | | Purchase of 25 Lowham common shares (3) | | | (8,737 | ) | | | --- | | Purchase of 495 Walsh common shares (4) | | | (243,653 | ) | | | --- | | Purchase of 2,800 Gustavson common shares (5) | | | (293,102 | ) | | | --- | | Purchase of 370 Walsh common shares (6) | | | (182,125 | ) | | | --- | | Purchase of 75 Lowham common shares (7) | | | (30,002 | ) | | | --- | | Purchase of 25 Gestion Ambiental Consultores common shares (8) | | | --- | | | | (7,452 | ) | Purchase of 166 Walsh common shares (9) | | | --- | | | | (97,634 | ) | Purchase of 496 Walsh common shares (10) | | | --- | | | | (277,514 | ) | Purchase of 5,389 Brazil common shares (11) | | | --- | | | | 77,539 | | Purchase of 26,482 Walsh Peru common shares (12) | | | --- | | | | (238,677 | ) | Purchase of 152 Walsh common shares (13) | | | --- | | | | (76,037 | ) | Total transfers from noncontrolling interests | | | (775,935 | ) | | | (619,775 | ) | | | | | | | | | | Net transfers from noncontrolling interests | | $ | (775,935 | ) | | $ | (578,141 | ) |
| (1) | On August 1, 2011, the noncontrolling shareholders of Gustavson Associates, LLC ("Gustavson"), a subsidiary of Walsh Environmental Scientists and Engineers, LLC ("Walsh") purchased an additional 1.5% of newly issued shares of the company for less than $0.1 million in cash. |
| (2) | On April 22, 2013, the Company purchased an additional 0.1% of Walsh from noncontrolling shareholders for less than $0.1 million in cash. |
| (3) | On March 13, 2013, Lowham-Walsh Engineering & Environment Services LLC ("Lowham"), a subsidiary of Walsh, purchased shares from noncontrolling shareholders for less than $0.1 million in cash. |
| (4) | On January 28, 2013, the Company purchased an additional 1.3% of Walsh from noncontrolling shareholders for $0.2 million. Two thirds of the purchase price was paid in cash while the remaining one third was paid for with E&E stock. |
| (5) | On December 28, 2012, Gustavson purchased an additional 6.7% of its shares from noncontrolling shareholders for $0.4 million. Half of the purchase price was paid in cash and Gustavson issued a three year note for the other half. |
| (6) | On December 17, 2012, the Company purchased an additional 0.9% of Walsh from noncontrolling shareholders for $0.2 million in cash. |
| (7) | During the three months ending October 31, 2012, Lowham purchased shares from noncontrolling shareholders for less than $0.1 million in cash. |
| (8) | On May 1, 2012, Gestion Ambiental Consultores S.A ("GAC"), a subsidiary of the Company, purchased 2.5% of its stock back from noncontrolling shareholders for less than $0.1 million in cash. |
| (9) | On April 23, 2012, the Company purchased an additional 0.4% of Walsh from noncontrolling shareholders for $0.1 million in cash. |
| (10) | On January 4, 2012, the Company purchased an additional 1.3% of Walsh from noncontrolling shareholders for $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. |
| (11) | 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 $0.2 million cash. |
| (12) | On November 18, 2011, Walsh Peru S.A. Ingenieros y Cientificos Consultores ("Walsh Peru"), a subsidiary of Walsh, purchased an additional 3.9% of its shares from noncontrolling shareholders for $0.4 million in cash. |
| (13) | On October 24, 2011, the Company purchased an additional 0.4% of Walsh from noncontrolling shareholders for $0.1 million in cash. |
|