þ
|
Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
For
the quarterly period ended January 27, 2007
|
|
|
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
|
|
16-0971022
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(IRS
Employer Identification Number)
|
|
|
|
368
Pleasant View Drive
|
|
|
Lancaster,
New York
|
|
14086-1397
|
(Address
of principal executive offices)
|
|
(Zip
code)
|
Large
accelerated filer o
|
Accelerated
filer
o
|
Non-accelerated
filer þ
|
Item
1.
|
Financial
Statements
|
Consolidated
Balance Sheet
|
|||||||
Unaudited
|
|||||||
January
27,
|
July
31,
|
||||||
Assets
|
2007
|
2006
|
|||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
13,656,959
|
$
|
13,094,499
|
|||
Investment
securities available for sale
|
99,431
|
97,560
|
|||||
Contract
receivables, net
|
35,839,199
|
38,604,834
|
|||||
Deferred
income taxes
|
3,917,859
|
5,630,832
|
|||||
Income
tax receivable
|
575,192
|
-
|
|||||
Other
current assets
|
1,777,594
|
1,041,751
|
|||||
Total
current assets
|
55,866,234
|
58,469,476
|
|||||
Property,
building and equipment, net
|
7,711,484
|
7,776,232
|
|||||
Deferred
income taxes
|
1,316,040
|
1,316,040
|
|||||
Other
assets
|
1,280,112
|
1,590,636
|
|||||
Total
assets
|
$
|
66,173,870
|
$
|
69,152,384
|
|||
Liabilities
and Shareholders' Equity
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
5,407,297
|
$
|
6,436,260
|
|||
Accrued
payroll costs
|
4,451,979
|
6,379,724
|
|||||
Income
taxes payable
|
-
|
1,499,292
|
|||||
Deferred
revenue
|
154,853
|
161,225
|
|||||
Current
portion of long-term debt and capital lease obligations
|
248,353
|
403,182
|
|||||
Other
accrued liabilities
|
11,851,884
|
13,690,742
|
|||||
Total
current liabilities
|
22,114,366
|
28,570,425
|
|||||
Long-term
debt and capital lease obligations
|
336,657
|
341,664
|
|||||
Minority
interest
|
3,197,009
|
2,612,836
|
|||||
Commitments
and contingencies (see note #9)
|
-
|
-
|
|||||
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
- 2,534,566 and 2,514,235 shares
|
25,346
|
25,346
|
|||||
Class
B common stock, par value $.01 per
|
|||||||
share;
authorized - 10,000,000 shares;
|
|||||||
issued
- 1,650,173 and 1,650,173 shares
|
16,502
|
16,502
|
|||||
Capital
in excess of par value
|
17,430,092
|
17,684,373
|
|||||
Retained
earnings
|
24,365,815
|
23,163,716
|
|||||
Accumulated
other comprehensive income
|
(665,748
|
)
|
(2,208,830
|
)
|
|||
Treasury
stock - Class A common, 52,304 and 102,204
|
|||||||
shares;
Class B common, 26,259 and 26,259 shares, at cost
|
(646,169
|
)
|
(1,053,648
|
)
|
|||
Total
shareholders' equity
|
40,525,838
|
37,627,459
|
|||||
Total
liabilities and shareholders' equity
|
$
|
66,173,870
|
$
|
69,152,384
|
|||
The
accompanying notes are an integral part of these financial
statements.
|
Consolidated
Statement of Income
|
|||||||||||||
Unaudited
|
|||||||||||||
Three
months ended
|
Year
to Date
|
||||||||||||
January
27,
|
January
28,
|
January
27,
|
January
28,
|
||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Gross
revenues
|
$
|
24,131,179
|
$
|
24,028,549
|
$
|
48,324,846
|
$
|
47,553,889
|
|||||
Less:
direct subcontract costs
|
4,342,666
|
4,175,450
|
7,632,648
|
7,425,931
|
|||||||||
Net
revenues
|
19,788,513
|
19,853,099
|
40,692,198
|
40,127,958
|
|||||||||
Cost
of professional services and
|
|||||||||||||
other
direct operating expenses
|
9,082,144
|
10,114,074
|
18,742,959
|
20,380,136
|
|||||||||
Gross
profit
|
10,706,369
|
9,739,025
|
21,949,239
|
19,747,822
|
|||||||||
Administrative
and indirect operating
|
|
|
|
|
|||||||||
expenses
|
6,483,608
|
6,164,572
|
13,265,355
|
12,156,206
|
|||||||||
Marketing
and related costs
|
2,425,491
|
1,991,074
|
4,904,050
|
4,176,994
|
|||||||||
Depreciation
|
332,444
|
283,832
|
646,381
|
534,847
|
|||||||||
Income
from operations
|
1,464,826
|
1,299,547
|
3,133,453
|
2,879,775
|
|||||||||
Interest
expense
|
(12,095
|
)
|
(38,848
|
)
|
(67,255
|
)
|
(60,676
|
)
|
|||||
Interest
income
|
118,272
|
55,042
|
246,245
|
97,404
|
|||||||||
Other
expense
|
(76,083
|
)
|
(43,915
|
)
|
(68,180
|
)
|
(67,897
|
)
|
|||||
Net
foreign currency exchange gain
|
50,187
|
8,759
|
47,834
|
11,380
|
|||||||||
Income
from continuing operations before income
|
|||||||||||||
taxes
and minority interest
|
1,545,107
|
1,280,585
|
3,292,097
|
2,859,986
|
|||||||||
Total
income tax provision
|
576,988
|
554,376
|
996,285
|
1,082,408
|
|||||||||
Net
income from continuing operations
|
|||||||||||||
before
minority interest
|
968,119
|
726,209
|
2,295,812
|
1,777,578
|
|||||||||
Minority
interest
|
(349,508
|
)
|
(69,558
|
)
|
(921,674
|
)
|
(337,832
|
)
|
|||||
Net
income from continuing operations
|
618,611
|
656,651
|
1,374,138
|
1,439,746
|
|||||||||
Income
(loss) from discontinued operations
|
1,040,586
|
(50,953
|
)
|
985,797
|
(111,012
|
)
|
|||||||
Income
tax benefit (expense) on income from discontinued
operations
|
(437,186
|
)
|
22,656
|
(417,243
|
)
|
45,959
|
|||||||
Net
income
|
$
|
1,222,011
|
$
|
628,354
|
$
|
1,942,692
|
$
|
1,374,693
|
|||||
Net
income (loss) per common share: basic
|
|||||||||||||
Continuing
operations
|
$
|
0.15
|
$
|
0.16
|
$
|
0.34
|
$
|
0.36
|
|||||
Discontinued
operations
|
0.15
|
(0.01
|
)
|
0.14
|
(0.02
|
)
|
|||||||
Net
income per common share: basic
|
$
|
0.30
|
$
|
0.15
|
$
|
0.48
|
$
|
0.34
|
|||||
Net
income (loss) per common share: diluted
|
|||||||||||||
Continuing
operations
|
$
|
0.15
|
$
|
0.16
|
$
|
0.34
|
$
|
0.36
|
|||||
Discontinued
operations
|
0.15
|
(0.01
|
)
|
0.14
|
(0.02
|
)
|
|||||||
Net
income per common share: diluted
|
$
|
0.30
|
$
|
0.15
|
$
|
0.48
|
$
|
0.34
|
|||||
Weighted
average common shares outstanding: basic
|
4,015,682
|
3,982,433
|
4,016,830
|
3,982,711
|
|||||||||
Weighted
average common shares outstanding: diluted
|
4,053,681
|
3,986,591
|
4,054,261
|
3,984,255
|
|||||||||
The
accompanying notes are an integral part of these financial
statements.
|
|||||||||||||
Consolidated
Statement of Cash Flows
|
|||||||
Unaudited
|
|||||||
Six
months ended
|
|||||||
January
27,
|
January
28,
|
||||||
2007
|
2006
|
||||||
|
|||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
1,942,692
|
$
|
1,374,693
|
|||
Net
income (loss) from discontinued operations, net of tax
|
568,554
|
(65,053
|
)
|
||||
Income
from continuing operations
|
1,374,138
|
1,439,746
|
|||||
Adjustments
to reconcile net income to net cash
|
|||||||
provided
by (used in) operating activities:
|
|||||||
Depreciation
|
646,381
|
534,847
|
|||||
Amortization,
share based compensation expense
|
65,920
|
70,074
|
|||||
Gain
on disposition of property and equipment
|
(1,039
|
)
|
5,554
|
||||
Minority
interest
|
921,674
|
337,832
|
|||||
Provision
for contract adjustments
|
334,205
|
529,829
|
|||||
(Increase)
decrease in:
|
|||||||
-
contracts receivable, net
|
2,415,541
|
(5,846,372
|
)
|
||||
-
other current assets
|
(718,516
|
)
|
650,543
|
||||
-
deferred income taxes
|
1,305,509
|
-
|
|||||
-
income tax receivable
|
(575,192
|
)
|
-
|
||||
-
other non-current assets
|
502,524
|
(890,697
|
)
|
||||
Increase
(decrease) in:
|
|||||||
-
accounts payable
|
(1,028,963
|
)
|
(607,491
|
)
|
|||
-
accrued payroll costs
|
(1,927,745
|
)
|
1,467,721
|
||||
-
income taxes payable
|
(1,499,292
|
)
|
32,905
|
||||
-
deferred revenue
|
(6,372
|
)
|
(90,268
|
)
|
|||
-
other accrued liabilities
|
(1,554,859
|
)
|
2,859,728
|
||||
Net
cash provided by operating activities
|
253,914
|
493,951
|
|||||
Cash
flows provided by (used in) investing activities:
|
|||||||
Purchase
of property, building and equipment
|
(580,594
|
)
|
(321,961
|
)
|
|||
Proceeds
from maturity of investments
|
-
|
24,750
|
|||||
Payment
for the purchase of bond
|
(1,695
|
)
|
(1,671
|
)
|
|||
Net
cash used in investing activities
|
(582,289
|
)
|
(298,882
|
)
|
|||
Cash
flows provided by (used in) financing activities:
|
|||||||
Dividends
paid
|
(740,592
|
)
|
(690,423
|
)
|
|||
Proceeds
from debt
|
109,517
|
120,977
|
|||||
Repayment
of debt
|
(269,353
|
)
|
(221,516
|
)
|
|||
Distributions
to minority partners
|
(424,940
|
)
|
(481,709
|
)
|
|||
Net
proceeds from issuance of common stock
|
-
|
8,700
|
|||||
Purchase
of treasury stock
|
(49,465
|
)
|
(4,035
|
)
|
|||
Net
cash used in financing activities
|
(1,374,833
|
)
|
(1,268,006
|
)
|
|||
Effect
of exchange rate changes on cash and cash equivalents
|
3,107
|
41,670
|
|||||
Discontinued
Operations
|
|||||||
Net
cash used in discontinued operating activities
|
(237,439
|
)
|
(93,703
|
)
|
|||
Net
cash provided by discontinued investing activities
|
2,500,000
|
-
|
|||||
Net
cash provided by discontinued operations
|
2,262,561
|
(93,703
|
)
|
||||
Net
increase (decrease) in cash and cash equivalents
|
562,460
|
(1,124,970
|
)
|
||||
Cash
and cash equivalents at beginning of period
|
13,094,499
|
7,872,116
|
|||||
Cash
and cash equivalents at end of period
|
$
|
13,656,959
|
$
|
6,747,146
|
|||
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
|
Unearned
|
Treasury
Stock
|
Comprehensive
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Par
Value
|
earnings
|
Income
|
Compensation
|
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
|
)
|
$
|
(158,993
|
)
|
120,494
|
$
|
(987,199
|
)
|
$
|
-
|
||||||||||||
Net
income
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
2,582,587
|
$
|
-
|
$
|
-
|
-
|
$
|
-
|
2,582,587
|
||||||||||||||||
Reclassification
due to adoption of FAS 123R
|
-
|
-
|
-
|
-
|
(158,993
|
)
|
-
|
-
|
158,993
|
-
|
-
|
-
|
||||||||||||||||||||||
Foreign
currency translation reserve
|
-
|
-
|
-
|
-
|
-
|
-
|
28,122
|
-
|
-
|
-
|
28,122
|
|||||||||||||||||||||||
Cash
dividends paid ($.35 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, net
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Share-based
compensation
|
-
|
-
|
-
|
-
|
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
|
-
|
-
|
-
|
-
|
-
|
1,942,692
|
-
|
-
|
-
|
-
|
1,942,692
|
|||||||||||||||||||||||
Reclassification
adjustment for realized foreign currency translation loss in
net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
1,539,869
|
-
|
-
|
-
|
1,539,869
|
|||||||||||||||||||||||
Foreign
currency translation reserve
|
-
|
-
|
-
|
-
|
-
|
-
|
3,107
|
-
|
-
|
-
|
3,107
|
|||||||||||||||||||||||
Cash
dividends paid ($.18 per share)
|
-
|
-
|
-
|
-
|
-
|
(740,592
|
)
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
Unrealized
investment gain, net
|
-
|
-
|
-
|
-
|
-
|
-
|
106
|
-
|
-
|
-
|
106
|
|||||||||||||||||||||||
Repurchase
of Class A common stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5,799
|
(49,465
|
)
|
-
|
||||||||||||||||||||||
Issuance
of stock under stock award plan
|
-
|
-
|
-
|
-
|
(325,985
|
)
|
-
|
-
|
-
|
(57,620
|
)
|
472,484
|
-
|
|||||||||||||||||||||
Share-based
compensation
|
-
|
-
|
-
|
-
|
60,698
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Tax
impact of share based compensation
|
-
|
-
|
-
|
-
|
5,784
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Other
|
-
|
-
|
-
|
-
|
5,222
|
-
|
-
|
-
|
1,921
|
(15,540
|
)
|
-
|
||||||||||||||||||||||
Balance
at January 27, 2007
|
2,534,566
|
$
|
25,346
|
1,650,173
|
$
|
16,502
|
$
|
17,430,092
|
$
|
24,365,815
|
$
|
(665,748
|
)
|
$
|
-
|
78,563
|
$
|
(646,169
|
)
|
$
|
3,485,774
|
1.
|
Summary
of Significant Accounting Policies
|
a.
|
Consolidation
|
b.
|
Use
of Estimates
|
c.
|
Revenue
Recognition
|
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.
|
|
|
|
|
|
Unit
Price
|
|
Laboratory/
Aquaculture
|
|
Upon
completion of reports (laboratory) and upon delivery and payment
from
customers (aquaculture).
|
Change
orders can occur when changes in scope are made after project work
has
begun, and can be initiated by either the Company or its clients.
Claims
are amounts in excess of the agreed contract price which the Company
seeks
to recover from a client for customer delays and / or errors or
unapproved
change orders that are in dispute. Costs related to change orders
and
claims are recognized as incurred. Revenues are recognized on change
orders (including profit) when it is probable that the change order
will
be approved and the amount can be reasonably estimated. Revenue
on claims
is not recognized until the claim is approved by the
customer.
|
All
bid and proposal and other pre-contract costs are expensed as incurred.
Out of pocket expenses such as travel, meals, field supplies, and
other
costs billed direct to contracts are included in both revenues
and cost of
professional services.
|
d.
|
Translation
of Foreign Currencies
|
e.
|
Income
Taxes
|
f.
|
Earnings
Per Share
|
g.
|
Impairment
of Long-Lived Assets
|
h.
|
Cash
and Cash Equivalents
|
i.
|
Reclassifications
|
2.
|
Contract
Receivables, net
|
|
January
27,
2007
|
|
July
31,
2006
|
|
||
|
|
|
|
|
||
United
States government -
|
|
|
|
|
||
Billed
|
$
|
2,624,659
|
|
$
|
3,040,081
|
|
Unbilled
|
|
4,392,962
|
|
|
3,454,074
|
|
|
|
7,017,621
|
|
|
6,494,155
|
|
|
|
|
|
|
|
|
Industrial
customers and state and municipal governments -
|
|
|
|
|
|
|
Billed
|
|
24,129,294
|
|
|
30,460,655
|
|
Unbilled
|
|
6,185,896
|
|
|
3,360,808
|
|
|
|
30,315,190
|
|
|
33,821,463
|
|
|
|
|
|
|
|
|
Less
allowance for contract adjustments
|
|
(1,493,612
|
)
|
|
(1,710,784
|
)
|
|
|
|
|
|
|
|
|
$
|
35,839,199
|
|
$
|
38,604,834
|
|
3.
|
Line
of Credit
|
4.
|
Long-Term
Debt and Capital Lease
Obligations
|
|
January
27, 2007
|
|
July
31, 2006
|
|
||
|
|
|
|
|
||
Various
bank loans and advances at interest rates ranging from 5% to 14½
%
|
$
|
342,599
|
|
$
|
531,070
|
|
Capital
lease obligations at varying interest rates averaging 12%
|
|
242,411
|
|
|
213,776
|
|
|
|
585,010
|
|
|
744,846
|
|
|
|
|
|
|
|
|
Less: current
portion of debt and capital lease obligations
|
|
(248,353
|
)
|
|
(403,182
|
)
|
|
|
|
|
|
|
|
Long-term
debt and capital lease obligations
|
$
|
336,657
|
|
$
|
341,664
|
|
|
January
27, 2007
|
|
|
|
|
February
2007 - January 2008
|
$
|
248,353
|
February
2008 - January 2009
|
|
147,988
|
February
2009 - January 2010
|
|
55,489
|
February
2010 - January 2011
|
|
35,997
|
February
2011 - January 2012
|
|
27,148
|
Thereafter
|
|
70,035
|
|
$
|
585,010
|
5.
|
Stock
Award Plan
|
6.
|
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.
|
7.
|
Shareholders'
Equity - Restrictive
Agreement
|
8.
|
Earnings
Per Share
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
1/27/07
|
1/28/06
|
1/27/07
|
1/28/06
|
||||||||||
Income
from continuing operations available to
common
stockholders
|
$
|
618,611
|
$
|
656,651
|
$
|
1,374,138
|
$
|
1,439,746
|
|||||
Income
(loss) from discontinued operations available
to
common stockholders
|
603,400
|
(28,297
|
)
|
568,554
|
(65,053
|
)
|
|||||||
Total
income available to common stockholders
|
1,222,011
|
628,354
|
1,942,692
|
1,374,693
|
|||||||||
Weighted-average
common shares outstanding (basic)
|
4,015,682
|
3,982,433
|
4,016,830
|
3,982,711
|
|||||||||
Basic
earnings (loss) per share:
|
|||||||||||||
Continuing
operations
|
$
|
.15
|
$
|
.16
|
$
|
.34
|
$
|
.36
|
|||||
Discontinued
operations
|
.15
|
(.01
|
)
|
.14
|
(.02
|
)
|
|||||||
Total
basic earnings per share
|
$
|
.30
|
$
|
.15
|
$
|
.48
|
$
|
.34
|
|||||
Incremental
shares from assumed conversions of
stock
options and restricted stock awards
|
37,999
|
4,158
|
37,431
|
1,544
|
|||||||||
Adjusted
weighted-average common shares outstanding
|
4,053,681
|
3,986,591
|
4,054,261
|
3,984,255
|
|||||||||
Diluted
earnings (loss) per share:
|
|||||||||||||
Continuing
operations
|
$
|
.15
|
$
|
.16
|
$
|
.34
|
$
|
.36
|
|||||
Discontinued
operations
|
.15
|
(.01
|
)
|
.14
|
(.02
|
)
|
|||||||
Total
diluted earnings per share
|
$
|
.30
|
$
|
.15
|
$
|
.48
|
$
|
.34
|
9.
|
Segment
Reporting
|
|
|
|
|
|
Aquaculture
|
|
|
|
|
|
||||||||
|
Consulting
|
|
Analytical
|
|
Continued
|
|
Discontinued
|
|
Elimination
|
|
Total
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
consolidated net revenues
|
$
|
40,601,940
|
|
$
|
---
|
|
$
|
90,258
|
|
$
|
---
|
|
$
|
---
|
|
$
|
40,692,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
$
|
639,478
|
|
$
|
---
|
|
$
|
6,903
|
|
$
|
---
|
|
$
|
---
|
|
$
|
646,381
|
|
Segment
profit (loss) before income
taxes
and minority interest
|
$
|
3,311,178
|
|
$
|
---
|
|
$
|
(19,081
|
)
|
$
|
985,797
|
|
$
|
---
|
|
$
|
4,277,894
|
|
Segment
assets
|
$
|
63,894,870
|
|
$
|
2,100,000
|
|
$
|
179,000
|
|
$
|
---
|
|
$
|
---
|
|
$
|
66,173,870
|
|
Expenditures
for long-lived assets
|
$
|
580,594
|
|
$
|
---
|
|
$
|
---
|
|
$
|
---
|
|
$
|
---
|
|
$
|
580,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic
Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Revenues
(1)
|
|
|
Long-Lived
Assets-Gross
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States
|
$
|
33,476,198
|
|
$
|
22,666,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Countries
|
|
7,216,000
|
|
|
1,899,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aquaculture
|
|
|
|
|
|
||||||||
|
Consulting
|
|
Analytical
|
|
Continued
|
|
Discontinued
|
|
Elimination
|
|
Total
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
consolidated net revenues
|
$
|
40,093,110
|
|
$
|
---
|
|
$
|
34,848
|
|
$
|
---
|
|
$
|
---
|
|
$
|
40,127,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
$
|
528,519
|
|
$
|
---
|
|
$
|
6,328
|
|
$
|
---
|
|
$
|
---
|
|
$
|
534,847
|
|
Segment
profit (loss) before income taxes and minority interest
|
$
|
2,899,369
|
|
$
|
---
|
|
$
|
(39,383
|
)
|
|
(111,012
|
)
|
$
|
---
|
|
$
|
2,748,974
|
|
Segment
assets
|
$
|
57,970,485
|
|
$
|
2,100,000
|
|
$
|
275,000
|
|
$
|
42,000
|
|
$
|
---
|
|
$
|
60,387,485
|
|
Expenditures
for long-lived assets
|
|
321,961
|
|
$
|
---
|
|
$
|
---
|
|
$
|
---
|
|
$
|
---
|
|
$
|
321,961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic
Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Revenues
(1)
|
|
|
Long-Lived
Assets-Gross
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States
|
$
|
34,968,958
|
|
$
|
21,769,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Countries
|
|
5,159,000
|
|
|
1,770,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Net
revenues are attributed to countries based on the location of the
customers. Net revenues in foreign countries includes $1.2 million
in
Kuwait.
|
10.
|
Commitments
and Contingencies
|
11.
|
Recent
Accounting
Pronouncements
|
12.
|
Sale
of Frutas Marinas Del Mar
S.R.L.
|
On
January 9, 2007 the Company sold its interest in the shrimp
farm in Costa
Rica to the Roozen Group for $2,500,000 in cash. When the farm
was closed in fiscal year 2003, the Company recorded an impairment
charge. The previously unrecognized foreign translation loss
in the amount
of approximately $1.5 million has been accounted for in the
computation of
the current year gain on sale. There was a pretax gain on the
sale of the
farm of $960,131 after deducting costs of the sale. This gain is
included in the accompanying financial statements under discontinued
operations.
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
Item
1.
|
Legal
Proceedings
|
Item
2.
|
Changes
in Securities and Use of
Proceeds
|
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, 2006 -
January
27, 2007
|
5,799
|
$10.06
|
5,799
|
208,640
|
(1)
|
The
Company purchased 5,799 shares of its Class A common stock during
the
first six months of its fiscal year ended July 31, 2007, 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.
|
Item
3.
|
Defaults
Upon Senior Securities
|
Item
4.
|
Submission
of Matters to a Vote of Security
Holders
|
Item
5.
|
Other
Information
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
(a)
|
-
31.1 Certification of Principal Executive Officer Pursuant to Section
302
of the Sarbanes-Oxley Act of 2002.
|
(b)
|
Registrant
filed a Form 8-K report on January 10, 2007 to report the sale
of its
shrimp farm operation in Costa
Rica.
|
|
|
ECOLOGY
AND ENVIRONMENT, INC.
|
|
Date:
|
March
13, 2007
|
/s/
Ronald L. Frank
|
|
|
|
Ronald
L. Frank
Executive
Vice President, Secretary, Treasurer and Chief Financial Officer
-
Principal Financial Officer
|
|