þ
|
Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the fiscal year ended July 31, 2008
|
o
|
Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the transition period from __________ to
__________
|
New
York
(State
or other jurisdiction of incorporation or organization)
|
16-0971022
(IRS
Employer Identification Number)
|
||
368
Pleasant View Drive, Lancaster, NY
(Address
of principal executive offices)
|
14086
(Zip
code)
|
||
716/684-8060
(Registrant's
telephone number, including area code)
|
|||
Securities
Registered Pursuant to Section 12(b) of the Act:
|
|||
Title
of each class
Class
A Common Stock par value $.01 per share
|
Name
of each exchange on which registered
NASDAQ
Stock Exchange
|
||
Securities
registered pursuant to Section 12(g) of the Act:
None
(Title
of class)
|
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
|
Non-accelerated
filer
(Do
not check if a smaller reporting company)
|
¨
|
Smaller
reporting company
|
R
|
Page
|
||
PART
1
|
||
Item
1.
|
4
|
|
General
|
4
|
|
Environmental
Consulting Services
|
4
|
|
Regulatory
Background
|
7
|
|
Potential
Liability and Insurance
|
9
|
|
Market
and Customers
|
9
|
|
Backlog
|
9
|
|
Competition
|
9
|
|
Employees
|
9
|
|
Corporate
Governance / American Stock Exchange Rules
|
10
|
|
Item
1A.
|
10
|
|
Item
1B.
|
12
|
|
Item
2.
|
12
|
|
Item
3.
|
12
|
|
Item
4.
|
12
|
|
PART
II
|
||
Item
5.
|
13
|
|
Item
6.
|
14
|
|
Item
7.
|
15
|
|
Item
8.
|
21
|
|
Item
9.
|
39
|
|
Item
9A.
|
39
|
|
Item
9B.
|
39
|
|
PART
III
|
||
Item
10.
|
40
|
|
Item 11. | Executive Compensation. |
41
|
Item
12.
|
43
|
|
Item
13.
|
45
|
|
Item
14.
|
45
|
|
PART
IV
|
||
Item
15.
|
46
|
Item
1.
|
·
|
Pipelines
|
|
EEI
has provided the pipeline industry with environmental support for nearly
35 years. The Company’s extensive experience includes route
selection; field support and survey, such as wetland delineation and
endangered species surveys; regulatory compliance and permit support,
including preparation of erosion control plans for submission to state
agencies, Section 10 of the Rivers and Harbors Act and Section 404 of the
Clean Water Act permits for submission to the United States Army Corps
Engineers, and Federal Energy Regulatory Commission (FERC) 7(c) filings;
and preparation of environmental monitoring and restoration plans,
including development of quality assurance
specifications.
|
·
|
Offshore
Energy
|
|
The
need to incorporate environmental and social considerations into the
planning, design, construction, and operation of offshore energy
infrastructure is paramount considering the expanding use of marine
locations for energy production/transportation and the use conflict and
impacts on critical resources such as marine mammals, commercial and
recreational fisheries, seafood safety, water quality, and other
recreational uses. EEI supports projects involving oil and gas exploration
and production; subsea pipelines; deepwater oil ports; liquefied natural
gas (LNG) import terminals; and, most recently, projects involving
components of offshore wind, wave, current, and tidal power subsea
electrical transmission. The Company prepares third-party
EISs/EIAs, Deepwater Port applications, and FERC ERs; performs
siting/feasibility studies, plankton surveys, marine mammal acoustic
impact modeling, dredging impact studies, coastal zone consistency
evaluations, risk assessments, and marine vessel traffic studies; and
develops and implements comprehensive plans for stakeholder
engagement/outreach.
|
·
|
Wind
|
|
The
worldwide desire to develop alternative energy has sparked explosive
growth in the wind energy market. Although wind power is widely regarded
as a low impact, renewable energy source, public concerns over land use,
visual quality, noise, and biological impacts sometimes emerge, and
environmental impacts must be addressed to obtain permits. EEI
attends to these concerns by providing strategic consulting in all facets
of environmental permitting and compliance; environmental evaluation; T/E
species, avian, and bat surveys; visual resources, noise aesthetics,
archaeological, and land use studies. The Company’s civil
engineering support services include design of structure foundations and
roadways and coordination for gathering line placement, substation, and
transmission line requirements. In addition, the Company
recognizes that public outreach efforts are an important component of any
wind power project; therefore, maintains in-house public relations experts
and graphic artists, who work as an integrated team to design outreach
programs geared toward landowners and
officials.
|
·
|
Clean
Coal
|
|
The
ability to address CO2
impacts is one of the most critical and difficult environmental issues
facing our power-generation clients today. EEI assists its clients to
navigate the deregulated power industry and expedite the permitting
process with a thorough understanding of the environmental and regulatory
requirements (federal and state) associated with carbon capture and
sequestration (CCS), including geologic investigation, deep well
construction, power plant and pipeline siting and construction, and
long-term CO2
storage.
|
·
|
Green
Ride ®
|
|
One
of the chief sources of GHG emissions is vehicular traffic. EEI’s
innovative Web-based rideshare application reduces automobile dependency
and promotes use of alternative transportation. The program was designed
by EEI to encourage carpooling as a method of improving air quality,
reducing traffic congestion, and conserving fuel. GreenRide
helps users find carpool partners by searching for other users who live
nearby and have similar schedules and commuting
needs.
|
·
|
Green
Buildings.
|
|
The
Company provides consulting services to builders and developers relating
to understanding environmental sustainability concepts within the context
of an office building, school, hospital, or college university
setting. Saving energy and natural resources is a critical
issue from an operational-cost standpoint, and is often just as important
in terms of maintaining a positive public image. EEI supports the United
States Green Building Council’s Leadership in Energy and Environmental
Design (LEED™) programs for New Construction (NC) and Existing Buildings
(EB) by offering LEED certification application assistance and green
building project planning and consulting. The Company’s energy
consultants develop methods for incorporating sustainable practices into
daily operations, helping building managers track progress, quantify
reduction in energy usage and solid waste, improve indoor air quality and
landscape ecology, and develop programs for composting/recycling and
transportation. EEI’s Green Building Program typically saves
clients between 10 to 30 percent on energy and related costs each
year—savings that will more than pay for the cost of the program and the
positive environmental impacts that
result.
|
·
|
Green
Meter
|
|
GreenMeter,
EEI’s new dynamic energy-tracking and management system, is designed for
schools, businesses, universities, and commercial buildings and offers a
unique, easy-to-use approach to collecting, storing, and displaying near
real-time energy consumption. The application is coupled with
analysis and solutions, helping to further decrease a building’s costs
associated with energy consumption.
|
·
|
Environmental
Planning and Assessment
|
|
EEI
has provided environmental evaluation services to both the government and
private sectors for more than 35 years, helping clients to meet the
requirements of the National Environmental Policy Act (NEPA) and other
state environmental laws. The Company evaluates and develops
methods to avoid or mitigate potential environmental impacts of a proposed
project and to help ensure that the project complies with regulatory
requirements. EEI’s services include air and water quality
analysis, terrestrial and aquatic biological surveys, threatened and
endangered species surveys and wetland delineations, social economic
studies, transportation analyses and land use planning. In
addition, the Company’s stakeholder engagement/public participation
capabilities and resources ensure project success through
completion.
|
|
In
response to the advances seen in military master planning under taken by
the Department of Defense (DoD) over the past few years, EEI has developed
a team of experienced professionals in the areas of real property master
planning, military programming, geospatial data and systems support,
database management, and water resources planning. Through the
Company’s experience with modern military facility planning, EEI develops
technologically advanced military master planning tools by leveraging the
latest in GIS and IT technology. The Company assists DoD
installations reduce their environmental footprint while sustaining
mission requirements and maintaining positives relationships with the
surrounding communities.
|
·
|
The National
Environmental Policy Act
("NEPA")
|
|
NEPA
generally requires that a detailed environmental impact statement ("EIS")
be prepared for every major federal action significantly affecting the
quality of the human environment. With limited exceptions, all federal
agencies are subject to NEPA. Most states have EIS requirements similar to
NEPA. The Company frequently engages in NEPA related projects (or state
equivalent) for both public and private
clients.
|
·
|
The Comprehensive
Environmental Response, Compensation, And Liability Act Of 1980, As
Amended ("CERCLA", "Superfund" or the "Superfund
Act")
|
·
|
The Resource
Conservation And Recovery Act Of 1976
("RCRA")
|
|
RCRA
generally provides "cradle to grave" coverage of hazardous wastes. It
seeks to achieve this goal by imposing performance, testing and record
keeping requirements on persons who generate, transport, treat, store, or
dispose of hazardous wastes. The Company assists hazardous waste
generators in the storage, transportation and disposal of wastes; prepares
permit applications and engineering designs for treatment, storage and
disposal facilities; designs and oversees underground storage tank
installations and removals; performs corrective measure studies and
remedial oversight at RCRA regulated facilities; and performs RCRA
compliance audits.
|
·
|
Toxic Substance
Control Act Of 1976 ("TSCA")
|
|
TSCA
authorizes the EPA to gather information on the risks posed to public
health and the environment by chemicals and to regulate the manufacturing,
use and disposal of chemical substances. The 1986 amendments to TSCA and
its implementing regulations require school systems to inspect their
buildings for asbestos, determine where asbestos containing materials pose
hazards to humans and abate those hazards. Regarding PCBs specifically,
amendments to TSCA regulations dated December 21, 1989 established
comprehensive record keeping requirements for persons engaged in PCB
transportation, storage and disposal activities. Amendments added
regulatory provisions authorizing certain uses of PCBs; specifying
additional alternatives for the cleanup and disposal of PCBs; establishing
procedures for determining PCB concentration; establishing standards and
procedures for decontamination; and updating several marking, record
keeping, and reporting requirements. The Company's principal work under
TSCA involves field sampling, site reconnaissance, development of remedial
programs and supervision of construction activities at sites involving PCB
contamination.
|
·
|
Clean Air
Act
|
|
In
1990, comprehensive changes were made to the Clean Air Act which
fundamentally redefined the regulation of air pollutants. The Clean Air
Act Amendments of 1990 created a flurry of federal and state regulatory
initiatives and industry responses which require the development of
detailed inventories and risk management plans, as well as the acquisition
of facility wide, rather than source specific, air permits. Complementary
changes have also been integrated into the RCRA Boilers and Industrial
Furnace ("BIF") regulatory programs calling for upgraded air emission
controls, more rigorous permit conditions and the acquisition of permits
and/or significant permit modifications. The Company assists public and
private clients in the development of air permitting strategies and the
preparation of permit applications. EEI also prepares the technical
studies and engineering documents (e.g., air modeling, risk analysis,
design drawings) necessary to support permit
applications.
|
·
|
Safe Drinking Water
And Clean Water Acts
("SDWA")
|
|
The
SDWA of 1996 and regulatory changes under the Clean Water Act (CWA) work
together in order to ensure that the public is provided with safe drinking
and recreational waters by utilizing watershed approaches and applying
similar principles (Total Maximum Daily Load, National Pollution Discharge
Elimination System, Source Water Assessment Program, Storm Water Program).
Thus, they supplement and help one another more effectively reach each
other's goals. The Company assists public and private clients in
developing and establishing pollution prevention programs, assisting
clients in monitoring ground, waste and stormwater systems, and helping
clients with water permitting and compliance
issues.
|
·
|
Other
|
(Millions
of $)
|
||||||||
2008
|
2007
|
|||||||
Total
firm backlog
|
$ | 74.4 | $ | 53.4 | ||||
Anticipated
completion of firm backlog in next twelve months
|
$ | 40.0 | $ | 28.5 | ||||
Maximum
potential gross revenues from task order contracts
|
$ | 173.6 | $ | 169.4 |
|
- the
application of the percentage of completion method of accounting and
revenue recognition on contracts
|
|
- provisions
for uncollectible receivables and contract
reserves
|
|
- provisions
for income taxes and related valuation
reserves
|
|
- accruals
for estimated liabilities, including litigation
reserves
|
|
- accruals
for uncertain tax positions
|
|
- greater
risk of uncollectible accounts and longer collection
cycles;
|
|
- currency
fluctuations;
|
|
- logistical
and communication challenges;
|
|
- exposure
to liability under the Foreign Corrupt Practices
Act;
|
|
- lack
of developed legal systems to enforce contractual
rights;
|
|
- general
economic and political conditions in foreign
markets;
|
|
- civil
disturbance, unrest or violence;
|
|
- general
difficulties in staffing international operations with highly professional
personnel.
|
Item
5.
|
Market for the Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity
Securities.
|
|
(a)
|
Principal
Market or Markets. The Company's Class A Common Stock was previously
traded on the AMEX prior to September 8, 2008. Beginning on
September 8, 2008, the Company’s Class A Common Stock is listed on NASDAQ.
There is no separate market for the Company's Class B Common
Stock.
|
High
|
Low
|
|||||||
First
Quarter (commencing August 1, 2007 - October 27,
2007)
|
$
|
12.90
|
$
|
11.20
|
||||
Second
Quarter (commencing October 28, 2007 - January 26, 2008)
|
12.25
|
10.20
|
||||||
Third
Quarter (commencing January 27, 2008 - April 26,
2008)
|
12.39
|
10.60
|
||||||
Fourth
Quarter (commencing April 27, 2008 - July 31, 2008)
|
11.85
|
10.35
|
High
|
Low
|
|||||||
First
Quarter (commencing August 1, 2006 - October 28,
2006)
|
$
|
10.34
|
$
|
9.87
|
||||
Second
Quarter (commencing October 29, 2006 - January 27, 2007)
|
11.81
|
9.96
|
||||||
Third
Quarter (commencing January 28, 2007 - April 28,
2007)
|
13.05
|
11.01
|
||||||
Fourth
Quarter (commencing April 29, 2007 - July 31, 2007)
|
13.45
|
12.05
|
Equity
Compensation Plan Information as of July 31, 2008:
|
||||||
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights.
|
Weighted
average exercise price of outstanding options, warrants and
rights
|
Number
of securities remaining available for
future
issuance
|
|||
Equity
compensation plans approved by securities holders:
|
||||||
-
1986 Incentive Stock Option Plan
|
---
|
---
|
----
|
|||
-
2003 Stock Award Plan
|
---
|
---
|
61,054
|
|||
Equity
compensation plans not approved by securities
holders:
|
||||||
-
1998 Stock Award Plan
|
---
|
---
|
---
|
|||
Total
|
---
|
---
|
61,054
|
(b)
|
Not
Applicable
|
(c)
|
Purchased
Equity Securities. The following table summarizes the Company's purchases
of its common stock during the fiscal year ended July 31,
2008.
|
Period
|
Total
Number of
Shares
Purchased
|
Average
Price
Paid
Per
Share
|
Total
Number of
Shares
Purchased
as
Part of Publicly
Announced
Plans
or
Programs (1)
|
Maximum
Number
of
Shares that May
Yet
Be Purchased
Under
the
Plans
or Programs
|
|||||
August
1, 2007 - July 31, 2008
|
536
|
$10.44
|
536
|
208,104
|
(1)
|
The
Company purchased 536 shares of its Class A common stock during the fiscal
year ended July 31, 2008 pursuant to a 200,000 share repurchase program
approved at the Board of Directors meeting held in January 2004. The
purchases were made in open-market transactions. In February 2006, the
Board of Directors authorized the repurchase of an additional 200,000
shares. In October of 2008, the Company repurchased 197,594 shares of
Class A common stock at $8.75 per
share.
|
Year
ended July 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
(In
thousands, except share and per share amounts)
|
||||||||||||||||||||
Operating
data:
|
||||||||||||||||||||
Revenues
|
$
|
110,533
|
$
|
102,496
|
$
|
97,080
|
$
|
90,382
|
$
|
109,572
|
||||||||||
Income
(loss) from operations
|
5,593
|
5,310
|
5,833
|
(1,839
|
)
|
6,399
|
||||||||||||||
Income
(loss) from continuing operations before income taxes and minority
interest
|
5,553
|
5,720
|
5,968
|
(2,043
|
)
|
6,341
|
||||||||||||||
Net
income (loss) from continuing operations
|
$
|
1,834
|
$
|
2,715
|
$
|
2,982
|
$
|
(1,390
|
)
|
$
|
2,683
|
|||||||||
Net
income (loss) from discontinued operations
|
1
|
359
|
(399
|
)
|
(197
|
)
|
(282
|
)
|
||||||||||||
Net
income (loss)
|
$
|
1,834
|
$
|
3,074
|
$
|
2,583
|
$
|
(1,587
|
)
|
$
|
2,401
|
|||||||||
Net
income (loss) per common share: basic
|
||||||||||||||||||||
Continuing
operations
|
$
|
0.44
|
$
|
0.65
|
$
|
0.71
|
$
|
(0.33
|
)
|
$
|
0.64
|
|||||||||
Discontinued
operations
|
---
|
0.08
|
(0.09
|
)
|
(0.05
|
)
|
(0.07
|
)
|
||||||||||||
Net
income (loss) per common share: basic
|
$
|
0.44
|
$
|
0.73
|
$
|
0.62
|
$
|
(0.38
|
)
|
$
|
0.57
|
Net
income (loss) per common share: diluted
|
||||||||||||||||||||
Continuing
operations
|
$
|
0.43
|
$
|
0.64
|
$
|
0.71
|
$
|
(0.33
|
)
|
$
|
0.63
|
|||||||||
Discontinued
operations
|
---
|
0.08
|
(0.09
|
)
|
(0.05
|
)
|
(0.07
|
)
|
||||||||||||
Net
income (loss) per common share: diluted
|
$
|
0.43
|
$
|
0.72
|
$
|
0.62
|
$
|
(0.38
|
)
|
$
|
0.56
|
|||||||||
Cash
dividends declared per common share:
|
||||||||||||||||||||
Basic
and Diluted
|
$
|
0.36
|
$
|
0.34
|
$
|
0.33
|
$
|
0.32
|
$
|
0.32
|
||||||||||
Weighted
average common shares outstanding:
|
||||||||||||||||||||
Basic
|
4,164,186
|
4,194,673
|
4,180,287
|
4,160,834
|
4,185,002
|
|||||||||||||||
Diluted
|
4,228,292
|
4,261,623
|
4,188,278
|
4,160,834
|
4,243,304
|
Year
Ended July 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
(In
thousands, except per share amounts)
|
||||||||||||||||||||
Balance
sheet data:
|
||||||||||||||||||||
Working
capital
|
$
|
36,871
|
$
|
34,313
|
$
|
28,306
|
$
|
28,373
|
$
|
27,993
|
||||||||||
Total
assets
|
75,602
|
71,206
|
69,152
|
57,305
|
62,504
|
|||||||||||||||
Long-term
debt
|
482
|
385
|
342
|
328
|
336
|
|||||||||||||||
Shareholders'
equity
|
39,254
|
40,913
|
37,627
|
36,284
|
39,383
|
|||||||||||||||
Book
value per share:
|
||||||||||||||||||||
Basic
|
$
|
9.43
|
$
|
9.75
|
$
|
9.00
|
$
|
8.72
|
$
|
9.41
|
||||||||||
Diluted
|
$
|
9.28
|
$
|
9.60
|
$
|
8.98
|
$
|
8.72
|
$
|
9.28
|
Item
7.
|
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
|
By:
|
/s/
Kevin S. Neumaier
|
By:
|
/s/
H. John Mye
|
|
Chief
Executive Officer
|
Chief
Financial Officer
|
Consolidated
Balance Sheet
|
||||||||
July
31,
|
July
31,
|
|||||||
Assets
|
2008
|
2007
|
||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 14,178,094 | $ | 15,554,523 | ||||
Investment
securities available for sale
|
1,173,195 | 101,009 | ||||||
Contract
receivables, net
|
41,545,935 | 36,742,288 | ||||||
Deferred
income taxes
|
4,450,693 | 5,196,728 | ||||||
Income
tax receivable
|
15,556 | 1,357,213 | ||||||
Other
current assets
|
2,357,307 | 1,686,588 | ||||||
Total
current assets
|
63,720,780 | 60,638,349 | ||||||
Property,
building and equipment, net
|
7,873,248 | 7,725,535 | ||||||
Deferred
income taxes
|
2,386,424 | 1,404,232 | ||||||
Other
assets
|
1,621,144 | 1,438,329 | ||||||
Total
assets
|
$ | 75,601,596 | $ | 71,206,445 | ||||
Liabilities
and Shareholders' Equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 9,509,351 | $ | 10,178,873 | ||||
Accrued
payroll costs
|
5,901,980 | 6,191,434 | ||||||
Income
taxes payable
|
- | 664,085 | ||||||
Deferred
revenue
|
91,822 | 90,791 | ||||||
Current
portion of long-term debt and capital lease obligations
|
1,377,827 | 333,229 | ||||||
Other
accrued liabilities
|
9,968,490 | 8,866,707 | ||||||
Total
current liabilities
|
26,849,470 | 26,325,119 | ||||||
Income
taxes payable
|
2,734,788 | - | ||||||
Accrued
interest and penalties
|
2,111,988 | - | ||||||
Long-term
debt and capital lease obligations
|
481,757 | 385,270 | ||||||
Minority
interest
|
4,169,247 | 3,582,968 | ||||||
Commitments
and contingencies (see note #10)
|
- | - | ||||||
Shareholders'
equity:
|
||||||||
Preferred
stock, par value $.01 per share;
|
||||||||
authorized
- 2,000,000 shares; no shares
|
||||||||
issued
|
- | - | ||||||
Class
A common stock, par value $.01 per
|
||||||||
share;
authorized - 6,000,000 shares;
|
||||||||
issued
- 2,661,498 shares
|
26,615 | 26,615 | ||||||
Class
B common stock, par value $.01 per
|
||||||||
share;
authorized - 10,000,000 shares;
|
||||||||
issued
- 1,732,227 shares
|
17,323 | 17,323 | ||||||
Capital
in excess of par value
|
20,014,257 | 20,051,446 | ||||||
Retained
earnings
|
19,664,147 | 22,211,098 | ||||||
Accumulated
other comprehensive income
|
834,667 | 299,102 | ||||||
Treasury
stock - Class A common, 65,340 and 104,020
|
||||||||
shares;
Class B common, 64,801 and 64,801 shares, at cost
|
(1,302,663 | ) | (1,692,496 | ) | ||||
Total
shareholders' equity
|
39,254,346 | 40,913,088 | ||||||
Total
liabilities and shareholders' equity
|
$ | 75,601,596 | $ | 71,206,445 | ||||
The
accompanying notes are an integral part of these financial
statements.
|
Consolidated
Statement of Income
|
||||||||||||
Year
ended July 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Revenue
|
$ | 110,532,816 | $ | 102,496,123 | $ | 97,080,158 | ||||||
Cost
of professional services and
|
||||||||||||
other
direct operating expenses
|
44,658,180 | 39,889,286 | 40,335,429 | |||||||||
Subcontract
costs
|
15,833,829 | 17,215,450 | 16,219,008 | |||||||||
Gross
Profit
|
50,040,807 | 45,391,387 | 40,525,721 | |||||||||
Administrative
and indirect operating
|
||||||||||||
expenses
|
31,013,505 | 28,044,431 | 24,221,389 | |||||||||
Marketing
and related costs
|
11,950,306 | 10,689,698 | 9,335,050 | |||||||||
Depreciation
|
1,483,931 | 1,347,723 | 1,136,718 | |||||||||
Income
from operations
|
5,593,065 | 5,309,535 | 5,832,564 | |||||||||
Interest
expense
|
(431,287 | ) | (162,442 | ) | (95,907 | ) | ||||||
Interest
income
|
441,190 | 539,668 | 213,112 | |||||||||
Other
income (expense)
|
(184,354 | ) | 9,752 | 6,130 | ||||||||
Net
foreign currency exchange gain
|
134,009 | 23,382 | 12,212 | |||||||||
Income
from continuing operations before income taxes
|
||||||||||||
and
minority interest
|
5,552,623 | 5,719,895 | 5,968,111 | |||||||||
Income
tax provision
|
2,112,675 | 1,039,375 | 2,147,443 | |||||||||
Net
income from continuing operations before
|
||||||||||||
minority
interest
|
3,439,948 | 4,680,520 | 3,820,668 | |||||||||
Minority
interest
|
(1,606,338 | ) | (1,965,099 | ) | (838,995 | ) | ||||||
Net
income from continuing operations
|
1,833,610 | 2,715,421 | 2,981,673 | |||||||||
Income
(loss) from discontinued operations
|
1,108 | (156,280 | ) | (484,909 | ) | |||||||
Income
tax benefit (provision) on gain (loss) from discontinued
operations
|
(332 | ) | 515,330 | 85,823 | ||||||||
Net
income
|
$ | 1,834,386 | $ | 3,074,471 | $ | 2,582,587 | ||||||
Net
income (loss) per common share: basic
|
||||||||||||
Continuing
operations
|
$ | 0.44 | $ | 0.65 | $ | 0.71 | ||||||
Discontinued
operations
|
- | 0.08 | (0.09 | ) | ||||||||
Net
income per common share: basic
|
$ | 0.44 | $ | 0.73 | $ | 0.62 | ||||||
Net
income (loss) per common share: diluted
|
||||||||||||
Continuing
operations
|
$ | 0.43 | $ | 0.64 | $ | 0.71 | ||||||
Discontinued
operations
|
- | 0.08 | (0.09 | ) | ||||||||
Net
income per common share: diluted
|
$ | 0.43 | $ | 0.72 | $ | 0.62 | ||||||
Weighted
average common shares outstanding: basic
|
4,164,186 | 4,194,673 | 4,180,287 | |||||||||
Weighted
average common shares outstanding: diluted
|
4,228,292 | 4,261,623 | 4,188,278 | |||||||||
The
accompanying notes are an integral part of these financial
statements.
|
Consolidated
Statement of Cash Flows
|
||||||||||||
Year
ended July 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income
|
$ | 1,834,386 | $ | 3,074,471 | $ | 2,582,587 | ||||||
Net
income (loss) from discontinued operations, net of tax
|
776 | 359,050 | (399,086 | ) | ||||||||
Income
from continuing operations
|
1,833,610 | 2,715,421 | 2,981,673 | |||||||||
Adjustments
to reconcile net income to net cash
|
||||||||||||
provided
by (used in) operating activities:
|
||||||||||||
Depreciation
|
1,483,931 | 1,347,723 | 1,136,718 | |||||||||
Deferred
income taxes
|
814,534 | (61,568 | ) | (885,440 | ) | |||||||
Share-based
compensation expense
|
339,625 | 121,396 | 212,506 | |||||||||
Tax
impact of share based compensation
|
33,457 | - | - | |||||||||
Gain
on disposition of property and equipment
|
(1,506 | ) | (1,045 | ) | (12,879 | ) | ||||||
Minority
interest
|
1,606,338 | 1,965,099 | 838,995 | |||||||||
Provision
(Benefit) for contract adjustments
|
316,050 | 1,054,204 | 1,524,049 | |||||||||
(Increase)
decrease in:
|
||||||||||||
-
contracts receivable, net
|
(5,119,697 | ) | (785,115 | ) | (6,988,714 | ) | ||||||
-
other current assets
|
(634,636 | ) | (457,894 | ) | 995,373 | |||||||
-
income tax receivable
|
1,341,657 | (1,357,213 | ) | - | ||||||||
-
other non-current assets
|
109,666 | 2,049,412 | (1,070,554 | ) | ||||||||
Increase
(decrease) in:
|
||||||||||||
-
accounts payable
|
(716,518 | ) | 872,240 | 3,139,863 | ||||||||
-
accrued payroll costs
|
(289,454 | ) | (188,290 | ) | 2,476,876 | |||||||
-
income taxes payable
|
(397,948 | ) | (835,207 | ) | 1,463,170 | |||||||
-
deferred revenue
|
1,031 | (70,434 | ) | (70,386 | ) | |||||||
-
other accrued liabilities
|
1,101,783 | (1,669,663 | ) | 3,254,813 | ||||||||
-
accrued interest and penalties
|
664,033 | - | - | |||||||||
Net
cash provided by operating activities
|
2,485,956 | 4,699,066 | 8,996,063 | |||||||||
Cash
flows provided by (used in) investing activities:
|
||||||||||||
Acquistion
of minority interest of subsidiary
|
(116,677 | ) | (166,000 | ) | - | |||||||
Purchase
of property, building and equipment
|
(1,630,137 | ) | (1,295,981 | ) | (958,966 | ) | ||||||
Proceeds
from maturity of investments
|
- | - | 24,750 | |||||||||
Payment
for the purchase of bond
|
(1,072,186 | ) | (3,408 | ) | (3,279 | ) | ||||||
Cash
used in investing activities
|
(2,819,000 | ) | (1,465,389 | ) | (937,495 | ) | ||||||
Cash
flows provided by (used in) financing activities:
|
||||||||||||
Dividends
paid
|
(1,535,492 | ) | (1,464,921 | ) | (1,420,930 | ) | ||||||
Proceeds
from debt
|
1,160,814 | 298,519 | 549,925 | |||||||||
Repayment
of debt and capital lease obligations
|
(369,760 | ) | (490,866 | ) | (457,203 | ) | ||||||
Distributions
to minority partners
|
(752,882 | ) | (768,596 | ) | (1,103,996 | ) | ||||||
Net
proceeds from the issuance of common stock
|
- | - | 8,700 | |||||||||
Purchase
of treasury stock
|
(5,636 | ) | (1,085,901 | ) | (25,077 | ) | ||||||
Net
cash used in financing activities
|
(1,502,956 | ) | (3,511,765 | ) | (2,448,581 | ) | ||||||
Effect
of exchange rate changes on cash and cash equivalents
|
458,795 | (224,485 | ) | 2,364 | ||||||||
Discontinued
Operations
|
||||||||||||
Net
cash provided by (used in) discontinued operating
activities
|
776 | 462,597 | (409,644 | ) | ||||||||
Net
cash provided by discontinued investing activities - sale of
assets
|
- | 2,500,000 | - | |||||||||
Net
cash provided by (used in) discontinued operations
|
776 | 2,962,597 | (409,644 | ) | ||||||||
Net
increase (decrease) in cash and cash equivalents
|
(1,376,429 | ) | 2,460,024 | 5,202,707 | ||||||||
Cash
and cash equivalents at beginning of period
|
15,554,523 | 13,094,499 | 7,596,025 | |||||||||
Cash
and cash equivalents at end of period
|
$ | 14,178,094 | $ | 15,554,523 | $ | 12,798,732 | ||||||
The
accompanying notes are an integral part of these financial
statements.
|
Consolidated
Statement of Changes in Shareholders' Equity
|
||||||||||||||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||||||||||||||
Common
Stock
|
Capital
in
|
Other
|
||||||||||||||||||||||||||||||||||||||
Class
A
|
Class
B
|
Excess
of
|
Retained
|
Comprehensive
|
Treasury
Stock
|
Comprehensive
|
||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Par
Value
|
earnings
|
Income
|
Shares
|
Amount
|
Income
|
|||||||||||||||||||||||||||||||
Balance
at July 31, 2005
|
2,514,235 | $ | 25,143 | 1,669,304 | $ | 16,693 | $ | 17,622,172 | $ | 22,002,059 | $ | (2,236,051 | ) | 120,494 | $ | (987,199 | ) | $ | (1,485,868 | ) | ||||||||||||||||||||
Net
income
|
- | - | - | - | - | 2,582,587 | - | - | - | 2,582,587 | ||||||||||||||||||||||||||||||
Reclassification
due to adoption of FAS 123R
|
- | - | - | - | (158,993 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||
Foreign
currency translation reserve
|
- | - | - | - | - | - | 28,122 | - | - | 28,122 | ||||||||||||||||||||||||||||||
Cash
dividends paid ($.33 per share)
|
- | - | - | - | - | (1,420,930 | ) | - | - | - | - | |||||||||||||||||||||||||||||
Unrealized
investment gain, net
|
- | - | - | - | - | - | (901 | ) | - | - | (901 | ) | ||||||||||||||||||||||||||||
Conversion
of common stock - B to A
|
19,131 | 191 | (19,131 | ) | (191 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||||
Repurchase
of Class A common stock
|
- | - | - | - | - | - | - | 2,595 | (25,077 | ) | - | |||||||||||||||||||||||||||||
Stock
options exercised
|
1,200 | 12 | - | - | 8,688 | - | - | - | - | - | ||||||||||||||||||||||||||||||
Issuance
of stock under stock award plan
|
- | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Share-based
compensation expense
|
- | - | - | - | 130,277 | - | - | - | - | - | ||||||||||||||||||||||||||||||
Other
|
- | - | - | - | 82,229 | - | - | 5,374 | (41,372 | ) | - | |||||||||||||||||||||||||||||
Balance
at July 31, 2006
|
2,534,566 | $ | 25,346 | 1,650,173 | $ | 16,502 | $ | 17,684,373 | $ | 23,163,716 | $ | (2,208,830 | ) | 128,463 | $ | (1,053,648 | ) | $ | 2,609,808 | |||||||||||||||||||||
Net
income
|
- | - | - | - | - | 3,074,471 | - | - | - | 3,074,471 | ||||||||||||||||||||||||||||||
Reclassification
adjustment for realized foreign currency translation loss in net
income
|
- | - | - | - | - | - | 2,110,431 | - | - | 2,110,431 | ||||||||||||||||||||||||||||||
Foreign
currency translation reserve
|
- | - | - | - | - | - | 397,476 | - | - | 397,476 | ||||||||||||||||||||||||||||||
Cash
dividends paid ($.34 per share)
|
- | - | - | - | - | (1,464,921 | ) | - | - | - | - | |||||||||||||||||||||||||||||
5%
Stock Dividend
|
126,522.00 | 1,265 | 82,464.00 | 825 | 2,560,078 | (2,562,168 | ) | - | 8,040 | - | - | |||||||||||||||||||||||||||||
Unrealized
investment gain, net
|
- | - | - | - | - | - | 25 | - | - | 25 | ||||||||||||||||||||||||||||||
Conversion
of common stock - B to A
|
410 | 4 | (410 | ) | (4 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||||
Repurchase
of Class A common stock
|
- | - | - | - | - | - | - | 86,806 | (1,085,901 | ) | - | |||||||||||||||||||||||||||||
Issuance
of stock under stock award plan
|
- | - | - | - | (325,985 | ) | - | - | (57,620 | ) | 472,484 | - | ||||||||||||||||||||||||||||
Share-based
compensation expense
|
- | - | - | - | 121,396 | - | - | - | - | - | ||||||||||||||||||||||||||||||
Tax
impact of share based compensation
|
- | - | - | - | 5,860 | - | - | - | - | - | ||||||||||||||||||||||||||||||
Other
|
- | - | - | - | 5,724 | - | - | 3,132 | (25,431 | ) | - | |||||||||||||||||||||||||||||
Balance
at July 31, 2007
|
2,661,498 | 26,615 | 1,732,227 | 17,323 | 20,051,446 | 22,211,098 | 299,102 | 168,821 | (1,692,496 | ) | 5,582,403 | |||||||||||||||||||||||||||||
Cumulative
effect of adopting FIN 48
|
- | - | - | - | - | (2,845,845 | ) | - | - | - | - | |||||||||||||||||||||||||||||
Adjusted
Balance at July 31, 2007
|
2,661,498 | $ | 26,615 | 1,732,227 | $ | 17,323 | $ | 20,051,446 | $ | 19,365,253 | $ | 299,102 | 168,821 | $ | (1,692,496 | ) | $ | 5,582,403 | ||||||||||||||||||||||
Net
income
|
- | - | - | - | - | 1,834,386 | - | - | - | 1,834,386 | ||||||||||||||||||||||||||||||
Foreign
currency translation reserve
|
- | - | - | - | - | - | 536,446 | - | - | 536,446 | ||||||||||||||||||||||||||||||
Cash
dividends paid ($.36 per share)
|
- | - | - | - | - | (1,535,492 | ) | - | - | - | - | |||||||||||||||||||||||||||||
Unrealized
investment gain, net
|
- | - | - | - | - | - | (881 | ) | - | - | (881 | ) | ||||||||||||||||||||||||||||
Repurchase
of Class A common stock
|
- | - | - | - | - | - | - | 536 | (5,636 | ) | - | |||||||||||||||||||||||||||||
Issuance
of stock under stock award plan
|
- | - | - | - | (412,173 | ) | - | - | (41,094 | ) | 412,173 | - | ||||||||||||||||||||||||||||
Share-based
compensation expense
|
- | - | - | - | 339,625 | - | - | - | - | - | ||||||||||||||||||||||||||||||
Tax
impact of share based compensation
|
- | - | - | - | 33,457 | - | - | - | - | - | ||||||||||||||||||||||||||||||
Other
|
- | - | - | - | 1,902 | - | - | 1,878 | (16,704 | ) | - | |||||||||||||||||||||||||||||
Balance
at July 31, 2008
|
2,661,498 | $ | 26,615 | 1,732,227 | $ | 17,323 | $ | 20,014,257 | $ | 19,664,147 | $ | 834,667 | 130,141 | $ | (1,302,663 | ) | $ | 2,369,951 | ||||||||||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
|
1.
|
Summary of Operations
and Basis of Presentation
|
2.
|
Summary of Significant
Accounting Policies
|
|
a.
|
Consolidation
|
b.
|
Use of
estimates
|
|
c.
|
Reclassifications
|
Contract
Type
|
Work
Type
|
Revenue
Recognition Policy
|
||
Fixed
Price
|
Consulting
|
Percentage
of completion, approximating the ratio of total
Costs
incurred to date to total estimated costs.
|
||
Cost-Type
|
Consulting
|
Costs
as incurred. Fixed fee portion is recognized using percentage
of completion determined by the percentage of level of effort (LOE) hours
incurred to total LOE hours in the respective
contracts.
|
||
Time
and Materials
|
Consulting
|
As
incurred at contract rates.
|
||
|
e.
|
Investment
securities
|
|
f.
|
Property, building and
equipment, depreciation and
amortization
|
|
g.
|
Fair value of
financial instruments
|
|
h.
|
Translation of foreign
currencies
|
|
i.
|
Income
taxes
|
|
j.
|
Pension
costs
|
|
k.
|
Stock based
compensation
|
|
l.
|
Earnings per
share
(EPS)
|
m.
|
Comprehensive
Income
|
|
|
|
Comprehensive
income is defined as "the change in equity of a business enterprise during
a period from transactions and other events and circumstances from
non-owner sources." The term "comprehensive income" is used to describe
the total net earnings plus other comprehensive income. For the Company,
other comprehensive income includes currency translation adjustments on
foreign subsidiaries and unrealized gains or losses on available-for-sale
securities.
|
|
|
n.
|
Segment
reporting
|
|
Ecology
and Environment Inc. formerly had two reportable segments which
differentiated by product line: consulting services and aquaculture. The
consulting services segment provides broad based environmental services
encompassing impact assessments, surveys, air and water quality
management, environmental engineering, environmental infrastructure
planning, and industrial hygiene and occupational health studies to a
worldwide base of customers. The aquaculture segment included the
operation of the Company’s shrimp farm in Costa Rica (closed in fiscal
year 2003, sold in fiscal year 2007 resulting in a pretax gain of
$960,131) and its current fish farm operation in Jordan. Effective
with fiscal year 2008, the Company has ceased its segment reporting due to
the immateriality of its remaining aquaculture business (approximately
$50,000 of revenues in fiscal year 2008) and the low probability of any
expansion of this activity in the
future.
|
|
o.
|
Impairment of
Long-Lived Assets
|
p.
|
Goodwill
|
|
During
the first quarter of fiscal year 2008, additional goodwill of $256,000 was
recorded as a result of the purchase of additional shares of Gustavson
Associates LLC. In accordance with SFAS 142, the total goodwill
of approximately $1.1 million is not amortized and is subject to an annual
assessment for impairment.
|
3.
|
Cash and Cash
Equivalents
|
4.
|
Contract Receivables,
net
|
July
31,
|
||||||||
2008
|
2007
|
|||||||
United
States government -
|
||||||||
Billed
|
$
|
3,431,437
|
$
|
2,905,030
|
||||
Unbilled
|
2,669,211
|
4,195,989
|
||||||
6,100,648
|
7,101,019
|
|||||||
Industrial
customers and state and municipal governments -
|
||||||||
Billed
|
20,811,500
|
19,819,270
|
||||||
Unbilled
|
16,690,360
|
11,562,522
|
||||||
37,501,860
|
31,381,792
|
|||||||
Less
allowance for doubtful accounts and contract adjustments
-
|
(2,056,573
|
)
|
(1,740,523
|
)
|
||||
$
|
41,545,935
|
$
|
36,742,288
|
5.
|
Property, Building and
Equipment, net
|
July
31,
|
||||||||
2008
|
2007
|
|||||||
Land
|
$
|
543,051
|
$
|
543,051
|
||||
Buildings
|
11,180,516
|
11,154,672
|
||||||
Laboratory
and other equipment
|
3,187,973
|
3,072,609
|
||||||
Information
technology equipment
|
7,265,335
|
6,369,348
|
||||||
Office
furniture and equipment
|
2,748,782
|
2,417,764
|
||||||
Leasehold
improvements and other
|
1,727,927
|
1,590,222
|
||||||
$
|
26,653,584
|
$
|
25,147,666
|
|||||
Less
accumulated depreciation and amortization
|
(18,780,336
|
)
|
(17,422,131
|
)
|
||||
$
|
7,873,248
|
$
|
7,725,535
|
|
|
6.
|
Line
of Credit
|
7.
|
Debt and Capital Lease
Obligations
|
July
31, 2008
|
July
31, 2007
|
|||||||
Various
bank loans and advances at subsidiaries with interest rates ranging from
5% to 14%
|
$
|
1,702,392
|
$
|
477,466
|
||||
Capital
lease obligations at subsidiaries with varying interest rates averaging
11%
|
157,192
|
241,033
|
||||||
1,859,584
|
718,499
|
|||||||
Less:
current portion of debt and capital lease
obligations
|
(1,377,827
|
)
|
(333,229
|
)
|
||||
Long-term
debt and capital lease obligations
|
$
|
481,757
|
$
|
385,270
|
Amount
|
||||
Fiscal
Year 2009
|
$
|
1,377,827
|
||
Fiscal
Year 2010
|
212,962
|
|||
Fiscal
Year 2011
|
176,601
|
|||
Fiscal
Year 2012
|
30,770
|
|||
Fiscal
Year 2013
|
32,667
|
|||
Thereafter
|
28,757
|
|||
$
|
1,859,584
|
8.
|
Income
Taxes
|
Fiscal
Year
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Current:
|
||||||||||||
Federal
|
$
|
72,694
|
$
|
596,564
|
$
|
2,340,755
|
||||||
State
|
172,021
|
224,987
|
369,118
|
|||||||||
Foreign
|
979,820
|
516,711
|
448,126
|
|||||||||
$
|
1,224,535
|
$
|
1,338,262
|
$
|
3,157,999
|
|||||||
Deferred:
|
||||||||||||
Federal
|
$
|
1,117,191
|
$
|
(214,280
|
)
|
$
|
(926,101
|
)
|
||||
State
|
84,164
|
(84,607
|
)
|
(84,455
|
)
|
|||||||
Foreign
|
(313,215
|
)
|
---
|
---
|
||||||||
$
|
888,140
|
$
|
(298,887
|
)
|
$
|
(1,010,556
|
)
|
|||||
$
|
2,112,675
|
$
|
1,039,375
|
$
|
2,147,443
|
2008
|
2007
|
2006
|
|||
U.S.
federal statutory income tax rate
|
34.0%
|
34.0%
|
34.0%
|
||
Re-evaluation
of tax contingencies
|
---
|
(8.9%)
|
|
---
|
|
Income
from "pass-through" entities taxable to minority partners
|
(5.8%)
|
|
(7.9%)
|
|
(4.6%)
|
International
rate differences
|
(0.1%)
|
|
(2.6%)
|
|
4.3%
|
Extraterritorial
income tax exclusion
|
---
|
(0.9%)
|
|
(1.4%)
|
|
State
taxes, net of federal benefit
|
4.1%
|
2.2%
|
3.4%
|
||
Other
|
5.8%
|
2.3%
|
0.3%
|
||
Total
|
38.0%
|
18.2%
|
36.0%
|
Fiscal
Year
|
||||||||
2008
|
2007
|
|||||||
Contract
and other reserves
|
$
|
3,173,351
|
$
|
3,252,519
|
||||
Fixed
assets and intangibles
|
855,144
|
1,148,248
|
||||||
Accrued
compensation
|
672,134
|
625,289
|
||||||
Net
operating loss carryforwards
|
586,827
|
1,708,130
|
||||||
Foreign
and state income taxes
|
910,683
|
---
|
||||||
Accrued interest | 359,781 |
---
|
||||||
Other
|
547,524
|
178,918
|
||||||
Deferred
tax assets
|
$
|
7,105,443
|
$
|
6,913,104
|
||||
State
income taxes
|
(268,326
|
)
|
(312,144
|
)
|
||||
Deferred
tax liabilities
|
(268,326
|
)
|
(312,144
|
)
|
||||
Net
deferred tax asset
|
$
|
6,837,117
|
$
|
6,600,960
|
9.
|
Shareholders'
Equity
|
|
a.
|
Class A and Class B
common stock
|
b.
|
Stock Award
Plan
|
c.
|
Stock
Dividend
|
|
d.
|
Stock
Repurchase
|
|
In
October of 2008, the Company repurchased 197,594 shares of Class A common
stock at $8.75 per
share.
|
10.
|
Shareholders' Equity -
Restrictive Agreement
|
11.
|
Lease
Commitments
|
Fiscal
Year
|
Amount
|
||||
2009
|
$ | 2,624,870 | |||
2010
|
2,221,915 | ||||
2011
|
1,752,384 | ||||
2012
|
1,272,833 | ||||
2013
|
1,058,575 | ||||
Thereafter
|
2,146,674 |
12.
|
Defined Contribution
Plans
|
13.
|
Earnings Per
Share
|
|
Fiscal
Year
|
|||||||||||
2008
|
2007
|
2006
|
||||||||||
Net
income from continuing operations available to common
stockholders
|
$
|
1,833,610
|
$
|
2,715,421
|
$
|
2,981,673
|
||||||
Net
income (loss) from discontinued operations available to common
stockholders
|
776
|
359,050
|
(399,086
|
)
|
||||||||
Net
income available to common stockholders
|
$
|
1,834,386
|
$
|
3,074,471
|
$
|
2,582,587
|
||||||
Weighted-average
common shares outstanding (basic)
|
4,164,186
|
4,194,673
|
4,180,287
|
|||||||||
Basic
earnings (loss) per share:
|
||||||||||||
Continued
operations
|
$
|
0.44
|
$
|
0.65
|
$
|
0.71
|
||||||
Discontinued
operations
|
---
|
0.08
|
(0.09
|
)
|
||||||||
Basic
earnings per share
|
$
|
0.44
|
$
|
0.73
|
$
|
0.62
|
||||||
Incremental
shares from assumed conversions of restricted stock
awards
|
64,106
|
66,950
|
7,991
|
|||||||||
Adjusted
weighted-average common shares outstanding
|
4,228,292
|
4,261,623
|
4,188,278
|
|||||||||
Diluted
earnings (loss) per share:
|
||||||||||||
Continued
operations
|
$
|
0.43
|
$
|
0.64
|
$
|
0.71
|
||||||
Discontinued
operations
|
---
|
0.08
|
(0.09
|
)
|
||||||||
Diluted
earnings per share
|
$
|
0.43
|
$
|
0.72
|
$
|
0.62
|
14.
|
Commitments and
Contingencies
|
15.
|
Recent
Accounting Pronouncements
|
16.
|
Other Accrued
Liabilities
|
July
31,
|
||||||||
2008
|
2007
|
|||||||
Allowance
for contract adjustments
|
$
|
3,969,980
|
$
|
3,925,525
|
||||
Billings
in excess of revenue
|
4,642,578
|
3,995,645
|
||||||
Other
|
1,355,932
|
945,537
|
||||||
$
|
9,968,490
|
$
|
8,866,707
|
18.
|
Adoption of New
Accounting Principles – Accounting for Uncertainty in Income
Taxes
|
A
reconciliation of the beginning and ending amount of unrecognized tax
benefits is as follows:
|
||||
Balance
at August 1, 2007 - adoption of FIN 48
|
$ | 2,523,443 | ||
New
current year tax positions
|
48,344 | |||
Adjustments
to prior year tax positions
|
47,765 | |||
Foreign
currency effect
|
126,952 | |||
Balance
at July 31, 2008
|
$ | 2,746,504 |
19.
|
Venezuela –
Discontinued Operations
|
2008
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||
Revenues
|
$
|
25,647
|
$
|
24,078
|
$
|
27,413
|
$
|
33,395
|
||||||||
Gross
profit
|
12,216
|
11,058
|
12,146
|
14,621
|
||||||||||||
Income
(loss) from operations
|
1,513
|
654
|
915
|
2,511
|
||||||||||||
Income
(loss) from continuing operations before income taxes and minority
interest
|
1,511
|
651
|
609
|
2,782
|
||||||||||||
Net
income from continuing operations
|
501
|
130
|
123
|
1,080
|
||||||||||||
Net
income (loss) from discontinued operations
|
---
|
---
|
---
|
---
|
||||||||||||
Net
income
|
$
|
501
|
$
|
130
|
$
|
123
|
$
|
1,080
|
||||||||
Net
income (loss) per common share: basic
|
||||||||||||||||
Continuing
operations
|
$
|
.12
|
$
|
.03
|
$
|
.03
|
$
|
.26
|
||||||||
Discontinued
operations
|
---
|
---
|
---
|
---
|
||||||||||||
Net
income per common share: basic
|
$
|
.12
|
$
|
.03
|
$
|
.03
|
$
|
.26
|
||||||||
Net
income (loss) per common share: diluted
|
||||||||||||||||
Continuing
operations
|
$
|
.12
|
$
|
.03
|
$
|
.03
|
$
|
.25
|
||||||||
Discontinued
operations
|
---
|
---
|
---
|
---
|
||||||||||||
Net
income per common share: diluted
|
$
|
.12
|
$
|
.03
|
$
|
.03
|
$
|
.25
|
2007
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||
Revenues
|
$
|
23,941
|
$
|
23,849
|
$
|
26,262
|
$
|
28,444
|
||||||||
Gross
profit
|
11,124
|
10,503
|
11,940
|
11,824
|
||||||||||||
Income
from operations
|
1,785
|
1,449
|
1,347
|
729
|
||||||||||||
Income
from continuing operations before income taxes and minority
interest
|
1,838
|
1,506
|
1,460
|
916
|
||||||||||||
Net
income from continuing operations
|
779
|
591
|
478
|
1,388
|
||||||||||||
Net
income (loss) from discontinued operations
|
(58
|
)
|
631
|
1
|
(736
|
)
|
||||||||||
Net
income
|
$
|
721
|
$
|
1,222
|
$
|
479
|
$
|
652
|
||||||||
Net
income (loss) per common share: basic
|
||||||||||||||||
Continuing
operations
|
$
|
.18
|
$
|
.14
|
$
|
.11
|
$
|
.34
|
||||||||
Discontinued
operations
|
(.01
|
)
|
.15
|
---
|
(.18
|
)
|
||||||||||
Net
income per common share: basic
|
$
|
.17
|
$
|
.29
|
$
|
.11
|
$
|
.16
|
||||||||
Net
income (loss) per common share: diluted
|
||||||||||||||||
Continuing
operations
|
$
|
.18
|
$
|
.14
|
$
|
.11
|
$
|
.33
|
||||||||
Discontinued
operations
|
(.01
|
)
|
.15
|
---
|
(.18
|
)
|
||||||||||
Net
income per common share: diluted
|
$
|
.17
|
$
|
.29
|
$
|
.11
|
$
|
.15
|
Balance
at beginning of period
|
Increase
|
Decrease
|
Balance
at
end
of year
|
|||||||||||||
July
31, 2008
|
||||||||||||||||
Allowance
for doubtful accounts and contract adjustments
|
$
|
1,740,523
|
$
|
968,399
|
$
|
652,349
|
$
|
2,056,573
|
||||||||
General
cost disallowances
|
3,925,525
|
44,455
|
---
|
3,969,980
|
||||||||||||
Total
|
$
|
5,666,048
|
$
|
1,012,854
|
$
|
652,349
|
$
|
6,026,553
|
||||||||
July
31, 2007
|
||||||||||||||||
Allowance
for doubtful accounts and contract adjustments
|
$
|
3,300,011
|
$
|
1,054,204
|
$
|
2,613,692
|
$
|
1,740,523
|
||||||||
General
cost disallowances
|
3,396,261
|
529,264
|
---
|
3,925,525
|
||||||||||||
Total
|
$
|
6,696,272
|
$
|
1,583,468
|
$
|
2,613,692
|
$
|
5,666,048
|
||||||||
July
31, 2006
|
||||||||||||||||
Allowance
for doubtful accounts and contract adjustments
|
$
|
3,322,065
|
$
|
1,184,384
|
$
|
1,206,438
|
$
|
3,300,011
|
||||||||
General
cost disallowances
|
2,544,903
|
851,358
|
---
|
3,396,261
|
||||||||||||
Total
|
$
|
5,866,968
|
$
|
2,035,742
|
$
|
1,206,438
|
$
|
6,696,272
|
Name
|
Age
|
Position
|
Kevin
S. Neumaier
|
44
|
President
and Chief Executive Officer (Effective 8/1/08)
|
Gerhard
J. Neumaier
|
71
|
Chairman
of the Board and Director
|
Frank
B. Silvestro
|
71
|
Executive
Vice President and Director
|
Gerald
A. Strobel
|
68
|
Executive
Vice President of Technical Services and Director
|
Ronald
L. Frank
|
70
|
Executive
Vice President of Finance, Secretary, and Director
|
H.
John Mye III
|
56
|
Vice
President, Chief Financial Officer and Treasurer
|
Gerard
A. Gallagher, Jr.
|
77
|
Director
|
Roger
J. Gray
|
67
|
Senior
Vice President
|
Laurence
M. Brickman
|
64
|
Senior
Vice President
|
Harvey
J. Gross
|
80
|
Director
|
Ross
M. Cellino
|
76
|
Director
|
Timothy
Butler
|
67
|
Director
|
Item
11.
|
SUMMARY
COMPENSATON TABLE
|
|||||||||||||
Annual
Compensation
|
Long-Term
Compensation
|
||||||||||||
Name
and
Principal
Position
|
Fiscal
Year
|
Salary
|
Bonus
(1)
|
Other
|
Stock
Incentive Options (Shares)
|
Restricted
Stock Awards (3)
|
Long-Term
Compensation Payouts
|
All
Other (2)
|
Total
|
||||
Gerhard
J. Neumaier
|
2008
|
$312,992
|
$36,000
|
-0-
|
-0-
|
-0-
|
-0-
|
$11,790
|
$360,782
|
||||
President
and Director
|
2007
|
$301,163
|
$35,000
|
-0-
|
-0-
|
-0-
|
-0-
|
$11,540
|
$347,703
|
||||
2006
|
$290,289
|
$45,000
|
-0-
|
-0-
|
-0-
|
-0-
|
$18,164
|
$353,453
|
|||||
Kevin
S. Neumaier
|
2008
|
$136,590
|
$18,000
|
-0-
|
-0-
|
-0-
|
-0-
|
$8,024
|
$162,614
|
||||
President
Elect
|
2007
|
$124,397
|
$19,200
|
-0-
|
-0-
|
$6,000
|
-0-
|
$7,357
|
$156,954
|
||||
(Effective
August 1, 2008)
|
2006
|
$97,213
|
$18,900
|
-0-
|
-0-
|
-0-
|
-0-
|
$6,120
|
$122,233
|
||||
Frank
B. Silvestro
|
2008
|
$285,264
|
$36,000
|
-0-
|
-0-
|
-0-
|
-0-
|
$11,358
|
$332,622
|
||||
Executive
Vice President and
|
2007
|
$277,531
|
$35,000
|
-0-
|
-0-
|
-0-
|
-0-
|
$11,108
|
$323,639
|
||||
Director
|
2006
|
$261,526
|
$45,000
|
-0-
|
-0-
|
-0-
|
-0-
|
$16,712
|
$323,238
|
||||
Gerald
A. Strobel
|
2008
|
$285,264
|
$36,000
|
-0-
|
-0-
|
-0-
|
-0-
|
$11,790
|
$333,054
|
||||
Executive
Vice President of
|
2007
|
$274,484
|
$35,000
|
-0-
|
-0-
|
-0-
|
-0-
|
$11,540
|
$321,024
|
||||
Technical
Services and Director
|
2006
|
$264,573
|
$45,000
|
-0-
|
-0-
|
-0-
|
-0-
|
$16,864
|
$326,437
|
(1)
|
Amounts
earned for bonus compensation determined by the Board of
Directors.
|
(2)
|
Represents
group term life insurance premiums, contributions made by the Company to
its Defined Contribution Plan and Defined Contribution Plan SERP
(terminated in FY 2006) accruals on behalf of each of the Named
Executives.
|
(3)
|
As
of July 31, 2008, there were 2,313 shares of the Company's Class A Common
Stock which was restricted stock issued pursuant to the Company's Stock
Award Plan issued to Kevin S. Neumaier having a value of
$25,512.
|
Stock
Awards
|
|||
Name
|
Number
of Shares that
have
not Vested (1)
|
Market
Value of Shares
that
have not Vested (2)
|
|
Kevin
S. Neumaier
|
2,313
|
$25,512
|
(1)
|
The
stock shares awarded have a three year vesting
period.
|
Stock
Awards
|
|||
Name
|
Number
of Shares
Acquired
on Vesting (1)
|
Value
Realized on
Vesting
(1)
|
|
Kevin
S. Neumaier
|
-0-
|
-0-
|
(1)
|
Value
realized reflects the market value of the stock at July 31, 2008
($11.03).
|
Name
|
Board
Member Fees
|
Board
Meeting Fees
|
Other
(1)
|
Total
Amount Paid
|
|
Harvey
J. Gross
|
$31,375
|
$-0-
|
$-0-
|
$31,375
|
|
Gerard
A. Gallagher, Jr.
|
$31,375
|
$-0-
|
$34,755
|
$66,130
|
|
Ross
M. Cellino
|
$31,375
|
$-0-
|
$-0-
|
$31,375
|
|
Timothy
Butler
|
$31,375
|
$-0-
|
$-0-
|
$31,375
|
(1)
|
Other
is the value paid under a consulting fee
arrangement.
|
Item
12.
|
Security Ownership of Certain Beneficial Owners
and Management and Related Stockholders
Matters
|
Class
A Common Stock
|
Class
B Common Stock
|
||||||||
Name
and Address (1)
|
Nature
and Amount
of
Beneficial
Ownership
(2) (3)
|
Percent
of
Class
as
Adjusted
(3)
|
Nature
and Amount
of
Beneficial
Ownership
(2) (3)
|
Percent
Of
Class
|
|||||
Gerhard
J. Neumaier*
|
395,236
|
13.4%
|
363,188
|
21.8%
|
|||||
Frank
B. Silvestro*
|
290,783
|
10.1%
|
290,783
|
17.4%
|
|||||
Ronald
L. Frank*
|
207,330
|
7.5%
|
191,040
|
11.5%
|
|||||
Gerald
A. Strobel*
|
218,652
|
7.8%
|
218,652
|
13.1%
|
|||||
Kevin
S. Neumaier*
|
120,552
|
4.5%
|
101,354
|
6.1%
|
|||||
Wedbush,
Inc. (4)
|
252,405
|
8.9%
|
---
|
---
|
|||||
AXA
Financial, Inc. (5)
|
159,080
|
5.8%
|
---
|
---
|
|||||
Franklin
Resources, Inc. (6)
|
212,100
|
7.6%
|
---
|
---
|
(1)
|
The
address for Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank,
Gerald A. Strobel and Kevin S. Neumaier is c/o Ecology and Environment,
Inc., 368 Pleasant View Drive, Lancaster, New York 14086, unless otherwise
indicated. The address for Wedbush, Inc. is 1000 Wilshire
Blvd., Los Angeles, CA 90017-2459 and the address for
Edward W. Wedbush and Wedbush Morgan Securities is P.O. Box 30014, Los
Angeles, CA 90030-0014. The address for AXA Financial,
Inc. is 1290 Avenue of the Americas, New York, NY 10104. The
address for Franklin Resources, Inc. is One Franklin Parkway, San Mateo,
CA 94403-1906.
|
(2)
|
Each
named individual or corporation is deemed to be the beneficial owners of
securities that may be acquired within 60 days through the exercise of
exchange or conversion rights. The shares of Class A Common
Stock issuable upon conversion by any such shareholder are not included in
calculating the number of shares or percentage of Class A Common Stock
beneficially owned by any other
shareholder.
|
(3)
|
There
are 2,586,906 shares of Class A Common Stock issued and outstanding and
1,667,426 shares of Class B Common Stock issued and outstanding as of
September 30, 2008. The figures in the "as adjusted" columns
are based upon these totals and except as set forth in the preceding
sentence, upon the assumptions described in footnote 2
above.
|
(4)
|
Includes
shares owned by subsidiaries and affiliates of Wedbush, Inc. based upon a
Schedule 13G filed by Wedbush, Inc. on February 15,
2008.
|
(5)
|
Includes
shares owned by subsidiaries and affiliates of AXA Financial, Inc. based
upon a Schedule 13G filed by AXA Financial, Inc. on February 14,
2008.
|
(6)
|
Includes
shares owned by subsidiaries and affiliates of Franklin Resources, Inc.
based upon a Schedule 13G filed by Franklin Resources, Inc. on February 6,
2008.
|
Class
A Common Stock
|
Class
B Common Stock
|
|||||||||||
Name
(1)
|
Nature
and Amount
of
Beneficial
Ownership
(2) (3)
|
Percent
of
Class
as
Adjusted
(4)
|
Nature
and Amount
of
Beneficial
Ownership
(2) (3)
|
Percent
of
Class
|
||||||||
Gerhard
J. Neumaier (5) (10)
|
395,236
|
13.4%
|
363,188
|
21.8%
|
||||||||
Frank
B. Silvestro (10)
|
290,783
|
10.1%
|
290,783
|
17.4%
|
||||||||
Ronald
L. Frank (6) (10)
|
207,330
|
7.5%
|
191,040
|
11.5%
|
||||||||
Gerald
A. Strobel (7) (10)
|
218,652
|
7.8%
|
218,652
|
13.1%
|
||||||||
Harvey
J. Gross (8)
|
84,048
|
3.2%
|
74,598
|
4.5%
|
||||||||
Gerard
A. Gallagher, Jr.
|
62,606
|
2.4%
|
62,265
|
3.7%
|
||||||||
Ross
M. Cellino (9)
|
16,914
|
*
|
1,102
|
*
|
||||||||
Timothy
Butler
|
1,680
|
*
|
---
|
---
|
||||||||
Directors
and Officers Group
(12
individuals)
|
1,427,505
|
36.6%
|
1,317,250
|
79.0%
|
1.
|
The
address of each of the above shareholders is c/o Ecology and Environment,
Inc., 368 Pleasant View Drive, Lancaster, New York
14086.
|
2
|
Pursuant
to Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
beneficial ownership of a security consists of sole or shared voting power
(including the power to vote or direct the vote) or sole or shared
investment power (including the power to dispose or direct the
disposition) with respect to a security whether through any contract,
arrangement, understanding, relationship or otherwise. Unless
otherwise indicated, the shareholders identified in this table have sole
voting and investment power of the shares beneficially owned by
them.
|
3.
|
Each
named person and all Directors and officers as a group are deemed to be
the beneficial owners of securities that may be acquired within 60 days
through the exercise of exchange or conversion rights. The
shares of Class A Common Stock issuable upon conversion by any such
shareholder are not included in calculating the number of shares or
percentage of Class A Common Stock beneficially owned by any other
shareholder.
|
4.
|
There
are 2,586,906 shares of Class A Common Stock issued and outstanding and
1,667,426 shares of Class B Common Stock issued and outstanding as of
September 30, 2008. The figure in the "as adjusted" columns are
based upon these totals and except as set forth in the preceding sentence,
upon the assumptions described in footnotes 2 and 3
above.
|
5.
|
Includes
551 shares of Class A Common Stock owned by Mr. Neumaier's spouse, as to
which he disclaims beneficial ownership. Includes 18,201 shares
of Class A Common Stock owned by Mr. Gerhard J. Neumaier's Individual
Retirement Account. Does not include any shares of Class A
Common Stock or Class B Common Stock held by Mr. Gerhard J. Neumaier's
adult children. Includes 2,306 shares of Class A Common Stock
owned by a Partnership in which Mr. Gerhard J. Neumaier is a general
partner.
|
6.
|
Includes
3,806 Shares of Class B Common Stock owned by Mr. Frank's former spouse as
to which he disclaims beneficial ownership except for the right to vote
the shares which he retains pursuant to an agreement with his former
spouse. Includes 2,640 shares of Class A Common Stock owned by
Mr. Frank's individual retirement account and 9,870 shares of Class A
Common Stock owned by Mr. Frank’s 401(k) plan
account.
|
7.
|
Includes
704 shares of Class B Common Stock held in equal amounts by Mr. Strobel as
custodian for two of his children, as to which he disclaims beneficial
ownership. Does not include any shares of Class B Common Stock held by a
trust which one of his children created for which Mr. Strobel serves as
Trustee.
|
8.
|
Includes
an aggregate of 22,098 shares of Class B Common Stock owned by two trusts
created by Mr. Gross of which he and his spouse are the sole beneficiaries
during their lifetimes.
|
9.
|
Includes
10,915 shares of Class A Common Stock owned by Mr. Cellino's spouse, as to
which shares he disclaims beneficial ownership; also includes 4,782 shares
of Class A Common Stock owned by Mr. Cellino's Individual Retirement
Account. Includes 5 shares of Class A Common Stock owned by a
limited partnership in which Mr. Cellino is a general
partner.
|
Item
13.
|
Certain Relationships and Related
Transactions
|
Item
14.
|
Principal Accounting Fees and
Services
|
FY
2008
|
FY
2007
|
|||||||
Audit
Fees
|
$
|
251,400
|
$
|
252,400
|
||||
Audit
Related Services
|
51,700
|
33,800
|
||||||
Grand
Total
|
$
|
303,100
|
$
|
286,200
|
Page
|
|||
(a)
|
1.
|
Financial
Statements
|
|
Reports
of Independent Registered Public Accounting Firms
|
23
|
||
Consolidated
Balance Sheets - July 31, 2008 and 2007
|
24
|
||
Consolidated
Statements of Income for the fiscal years ended July 31, 2008, 2007 and
2006
|
25
|
||
Consolidated
Statements of Cash Flows for the Fiscal years ended July 31, 2008, 2007
and 2006
|
26
|
||
Consolidated
Statements of Changes in Shareholders Equity for the fiscal years ended
July 31, 2008, 2007 and 2006
|
27
|
||
Notes
to Consolidated Financial Statements
|
28
|
||
2.
|
Financial
Statement Schedule
|
||
Schedule
II - Allowance for Doubtful Accounts and Other Reserves
|
42
|
||
All
other schedules are omitted because they are not applicable, or the
required information is shown in the consolidated financial statements or
notes thereto.
|
|
3.
|
Exhibits
|
||||
Exhibit
No.
|
Description
|
|||||
3.1
|
Certificate
of Incorporation (1)
|
|||||
3.2
|
Certificate
of Amendment of Certificate of Incorporation filed on March 23, 1970
(1)
|
|||||
3.3
|
Certificate
of Amendment of Certificate of Incorporation filed on January 19, 1982
(1)
|
|||||
3.4
|
Certificate
of Amendment of Certificate of Incorporation filed on January 29, 1987
(1)
|
|||||
3.5
|
Certificate
of Amendment of Certificate of Incorporation filed on February 10, 1987
(1)
|
|||||
3.6
|
Restated
By-Laws adopted on July 30, 1986 by Board of Directors
(1)
|
|||||
3.7
|
Certificate
of Change under Section 805-A of the Business Corporation Law filed August
18, 1988 (2)
|
|||||
4.1
|
Specimen
Class A Common Stock Certificate (1)
|
|||||
4.2
|
Specimen
Class B Common Stock Certificates (1)
|
|||||
10.1
|
Stockholders'
Agreement among Gerhard J. Neumaier, Ronald L. Frank, Frank B. Silvestro
and Gerald A. Strobel dated May 12, 1970 (1)
|
|||||
10.4
|
Ecology
and Environment, Inc. Defined Contribution Plan Agreement dated July 25,
1980 as amended on April 28, 1981 and July 21, 1983 and restated effective
August 1, 1984 (1)
|
|||||
10.5
|
Summary
of Ecology and Environment Discretionary Performance Plan
(3)
|
|||||
10.6
|
1998 Ecology and Environment, Inc. Stock Award Plan and Amendments (3) |
10.7
|
2003
Ecology and Environment, Inc. Stock Award Plan (4)
|
||
14.1
|
Code
of Ethics (4)
|
||
21.5
|
Schedule of Subsidiaries as of July 31, 2008 (5)
|
||
23.1
|
Consent of Independent Registered Public
Accounting Firm - Schneider Downs & Co., Inc.
(5)
|
||
31.1
|
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(5)
|
||
31.2
|
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(5)
|
||
32.1
|
Certification of Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(5)
|
||
32.2
|
Certification of Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(5)
|
|
Footnotes
|
|
(1)
|
Filed
as exhibits to the Company's Registration Statement on Form S-1, as
amended by Amendment Nos. 1 and 2, (Registration No. 33-11543), and
incorporated herein by reference.
|
|
(2)
|
Filed
as exhibits to the Company's Form 10-K for Fiscal Year Ending July 31,
2002, and incorporated herein by reference.
|
|
(3)
|
Filed
as exhibits to the Company's 10-K for the Fiscal Year Ended July 31, 2003,
and incorporated herein by reference.
|
|
(4)
|
Filed
as exhibits to the Company's 10-K for the Fiscal Year Ending July 31,
2004, and incorporated herein by reference.
|
|
(5)
|
Filed
herewith.
|
ECOLOGY
AND ENVIRONMENT, INC.
|
|
Dated: October
29, 2008
|
/s/
Kevin S. Neumaier
|
Kevin
S. Neumaier, President and Chief Executive
Officer
|
Signature
|
Title
|
Date
|
||||
/s/
Kevin S. Neumaier
|
||||||
Kevin
S. Neumaier
|
President
and Chief Executive Officer
|
October
29, 2008
|
||||
/s/
Gerhard J. Neumaier
|
||||||
Gerhard
J. Neumaier
|
Chairman
of the Board and Director
|
October
29, 2008
|
||||
/s/
Frank B. Silvestro
|
||||||
Frank
B. Silvestro
|
Executive
Vice President and Director
|
October
29, 2008
|
||||
/s/
Gerald A. Strobel
|
||||||
Gerald
A. Strobel
|
Executive
Vice President of Technical Services and Director
|
October
29, 2008
|
||||
/s/
Ronald L. Frank
|
||||||
Ronald
L. Frank
|
Executive Vice President of Finance, Secretary, and Director |
October
29, 2008
|
||||
/s/
H. John Mye, III
|
||||
H.
John Mye, III
|
Vice
President, Chief Financial Officer and Treasurer
|
October
29, 2008
|
||
/s/
Gerard A. Gallagher, Jr.
|
||||
Gerard
A. Gallagher, Jr.
|
Director
|
October
29, 2008
|
||
/s/
Harvey J. Gross
|
||||
Harvey
J. Gross
|
Director
|
October
29, 2008
|
||
/s/
Ross M. Cellino
|
||||
Ross
M. Cellino
|
Director
|
October
29, 2008
|
||
/s/
Timothy Butler
|
||||
Timothy
Butler
|
Director
|
October
29, 2008
|