PBSJ 10Q 2006 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2006

¨	TRANSITION REPORT PURSUANT TO SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________to_________

Commission File Number 0-30911

THE PBSJ CORPORATION

(Exact name of Registrant as specified in its charter)

Florida

59-1494168

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer

Identification No.)

5300 West Cypress Street, Suite 200

Tampa, Florida 33607

(Address of principal executive offices)

(813) 282-7275

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ Yes x No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

¨ Large accelerated filer ¨ Accelerated filer x Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). ¨ Yes x No

As of April 30, 2007 there were 6,668,606 shares of Common Stock, $.00067 par value per share, outstanding. There is no public trading market for the registrant’s common stock.

THE PBSJ CORPORATION

Form 10-Q - Quarterly Report

For the Quarterly Period Ended June 30, 2006

Table of Contents


		PAGE
Item Number	CAPTION

PART 1: FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	49

Item 4.	Controls and Procedures	49

PART II: OTHER INFORMATION

Item 1.	Legal proceedings	52

Item 1A.	Risk Factors	55

Item 2.	Issuer Purchases of Equity Securities by Issuer and Affiliated Purchasers	59

Item 3.	Defaults Upon Senior Securities	59

Item 4.	Submission of Matters to a Vote of Security Holders	59

Item 5.	Other Information	59

Item 6.	Exhibits	59

SIGNATURES		60

Part 1 Financial Information

Item 1.

Financial Statements

THE PBSJ CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)


*(Dollars in thousands, except shares and per share amounts)*	June 30, 2006			September 30, 2005
Assets
Current Assets:
Cash and cash equivalents	$	14		$	22,556
Marketable securities at fair value		—			636
Accounts receivable, net		83,086			67,493
Unbilled fees		67,299			69,658
Assets held for sale		4,825			9,289
Shareholder subscription receivable		—			4,276
Other current assets		4,459			2,039

Total current assets		159,683			175,947
Property and equipment, net		39,909			36,741
Cash surrender value of life insurance		9,782			9,602
Deferred income taxes		9,397			4,817
Goodwill		21,460			17,736
Intangible assets, net		2,063			1,820
Other assets		1,596			4,984

Total assets	$	243,890		$	251,647

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses	$	66,906		$	84,223
Liabilities related to assets held for sale		2,099			4,627
Accrued reimbursement liability		39,101			34,772
Current portion of long-term debt		3,263			408
Current portion of capital leases		274			341
Accrued vacation		11,324			10,163
Billings in excess of costs		4,326			3,339
Deferred income taxes		24,016			7,568

Total current liabilities		151,309			145,441
Long-term debt, less current portion		7,037			7,425
Capital leases, less current portion		727			512
Deferred compensation		12,572			11,994
Other liabilities		7,128			8,443

Total liabilities		178,773			173,815

Stockholders’ Equity:
Common stock, par value $0.00067, 15,000,000 shares authorized, 6,963,139 and 7,720,527 shares issued and outstanding at June 30, 2006 and September 30, 2005, respectively		5			5
Retained earnings		70,433			82,991
Accumulated other comprehensive income		(1,973	)		(1,957	)
Unearned compensation and other		(3,348	)		(3,207	)

Total stockholders’ equity		65,117			77,832

Total liabilities and stockholders’ equity	$	243,890		$	251,647

The accompanying notes are an integral part of these condensed consolidated financial statements

THE PBSJ CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended June 30,						Nine Months Ended June 30,
*(Dollars in thousands, except per share amounts)*	2006			2005			2006			2005
Earned revenue:
Engineering fees	$	138,927		$	124,726		$	401,144		$	375,336
Direct reimbursable expenses		28,393			26,723			78,717			88,604

Net earned revenue		110,534			98,003			322,427			286,732

Costs and expenses:
Direct salaries and direct costs		40,371			37,026			118,292			108,366
General and administrative expenses, including indirect salaries		60,423			56,679			178,129			156,047
Misappropriation loss (recoveries), net		116			(14,531	)		(1,633	)		(10,895	)
Investigation and related costs		2,718			1,520			10,833			1,622

Total costs and expenses		103,628			80,694			305,621			255,140

Operating income		6,906			17,309			16,806			31,592
Other income (expenses):
Interest expense		(1,039	)		(480	)		(1,996	)		(1,505	)
Other, net		299			61			562			140

Total other income (expenses)		(740	)		(419	)		(1,434	)		(1,365	)

Income before income taxes		6,166			16,890			15,372			30,227
Provision for income taxes		2,030			7,667			6,702			13,370

Net income	$	4,136		$	9,223		$	8,670		$	16,857

Net income per share:
Basic	$	0.64		$	1.30		$	1.29		$	2.33

Diluted	$	0.60		$	1.22		$	1.20		$	2.19

Weighted average shares outstanding:
Basic		6,452			7,111			6,746			7,234

Diluted		6,929			7,578			7,220			7,701

The accompanying notes are an integral part of these condensed consolidated financial statements

THE PBSJ CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended June 30,
*(Dollars in thousands)*	2006			2005
Cash flows from operating activities:
Net income	$	8,670		$	16,857
Adjustments to reconcile net income to net cash provided by operating activities:
Increase (decrease) in cash surrender value of life insurance		274			(392	)
Depreciation and amortization		8,150			7,631
Gain on sale of property and equipment		(516	)		(12	)
Gain from shares recovered		(537	)		(4,705	)
Gain from sale of marketable securities		(270	)		—
Provision for bad debt and unbillable amounts		463			344
Provision for deferred income taxes		10,099			793
Provision for and amortization of deferred compensation		1,436			1,572
Change in operating assets and liabilities, net of acquisitions:
Increase in accounts receivable		(12,000	)		(6,703	)
Decrease in unbilled fees and billings in excess of cost		3,567			1,716
(Increase) decrease in assets held for sale		8,199			(6,526	)
Increase in other current assets		(1,783	)		(1,773	)
(Increase) decrease in other assets		(331	)		(760	)
Increase (decrease) in accounts payable and accrued expenses		(23,008	)		3,417
Increase in liabilities of assets held for sale		(4,627	)		—
Increase in accrued reimbursement liability		4,329			7,975
Increase in accrued vacation		1,161			1,096
Decrease in other liabilities		(542	)		(1,271	)

Net cash provided by operating activities		2,734			19,259

Cash flows from investing activities:
Investment in life insurance policies		(454	)		(420	)
Acquisitions and purchase price adjustments, net of cash acquired		(5,529	)		(1,925	)
Dividends reinvested in marketable securities		(21	)		(56	)
Proceeds from sale of marketable securities		680			—
Proceeds from the sale of property and equipment		620			16
Purchase of property and equipment		(8,564	)		(5,983	)

Net cash used in investing activities		(13,268	)		(8,368	)

Cash flows from financing activities:
Borrowings under line of credit		54,459			75,352
Payments under line of credit		(52,078	)		(75,352	)
Principal payments under notes and mortgage payable		(284	)		(217	)
Principal payments under capital lease obligations		(309	)		(227	)
Common stock:
Proceeds from sale		4,276			9,335
Payments for repurchase		(18,072	)		(12,837	)

Net cash used in financing activities		(12,008	)		(3,946	)

Net increase (decrease) in cash and cash equivalents		(22,542	)		6,945
Cash and cash equivalents at beginning of period		22,556			1,910

Cash and cash equivalents at end of period	$	14		$	8,855

Non-cash investing and financing activities:
Property and equipment financed under capital leases	$	497		$	159
Change in fair value of marketable securities available for sale	$	23		$	15
Payable to former shareholders for repurchase of stock	$	1,939		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements

THE PBSJ CORPORATION

Condensed Consolidated Statements of Cash Flows - Continued

(Unaudited)


	Nine Months Ended June 30,
*(Dollars in thousands)*	2006		2005
Non-cash investing and financing activities (continued):
Notes payable issued in exchange for shares	$	1,335	$	—
Property and equipment financed under software agreement	$	892	$	—
Supplemental disclosure of cash flow information:
Cash paid for interest	$	109	$	128
Cash paid for income taxes	$	3,152	$	448

The accompanying notes are an integral part of these condensed consolidated financial statements

The PBSJ Corporation

Notes to Condensed Consolidated Financial Statements

1.	Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the interim reporting rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the interim period contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position of The PBSJ Corporation (the “Company”) as of June 30, 2006 and the results of operations and cash flows for the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to the consolidated financial statements included in the Company’s Form 10-K for the year ended September 30, 2005. The accounting policies followed for interim financial reporting are the same as disclosed in Note 1 of the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K. The results of operations for the three-month and nine-month periods ended June 30, 2006 and 2005 are not necessarily indicative of the results to be expected for the fiscal year.

Basic and Diluted Earnings Per Share

Basic net income per share has been computed by dividing net income by the weighted average number of common shares outstanding. Diluted net income per share reflects the potential dilution that could occur assuming the inclusion of dilutive potential common shares and has been computed by dividing net income by the weighted average number of common shares and dilutive potential common shares outstanding. Dilutive potential common shares include all outstanding restricted stock awards.

A reconciliation of the number of shares used in computing basic and diluted earnings per share follows:


	Three Months Ended June 30,		Nine Months Ended June 30,
	2006	2005	2006	2005
Weighted average shares outstanding - Basic	6,452	7,111	6,746	7,234
Effect of dilutive unvested restricted stock	477	467	474	467

Weighted average shares outstanding - Diluted	6,929	7,578	7,220	7,701

Revenue Recognition

The Company recognizes engineering fees from different types of services under a variety of different types of contracts. In recognizing engineering fees, the Company evaluates each contractual arrangement to determine the applicable authoritative accounting methodology to apply to each contract.

In the course of providing its services, the Company principally uses three types of contracts from which it earns revenue: cost-plus contract, time and materials contract and fixed price contract.

Cost-plus Contracts. Under Cost-plus contracts, the Company charges clients negotiated rates based on direct and indirect costs in addition to a profit component. The Company recognizes engineering fees at the time services are performed. The amount of revenue is based on its actual labor costs incurred plus a recovery of indirect costs and a profit component. In negotiating cost-plus contracts, the Company estimates direct labor costs and indirect costs and then adds a profit component, which is a percentage of total recoverable costs, to arrive at a total dollar value for the contract. Indirect expenses are recorded as incurred and are allocated to contracts. If the actual labor costs incurred are less than estimated, the revenues from a project will be less than estimated. If the actual labor costs incurred plus a recovery of indirect costs and profit exceed the initial negotiated total contract amount, the Company must obtain a contract modification to receive payment for such overage. If a contract modification or change order is not approved by our client, the Company may be able to pursue a claim to receive payment. Engineering fees from claims are recognized when collected.

Time and Materials Contracts. The Company recognizes engineering fees for Time and Materials contracts at the time services are performed. The amount of revenue is based on the actual number of hours it spends on the projects, multiplied by contractual rates or multipliers. In addition, the Company’s clients reimburse it for its actual out-of-pocket costs of materials and other direct reimbursable expenses that it incurs in connection with its performance under these contracts.

Fixed Price Contracts. For Fixed Price Contracts, the Company recognizes engineering fees based on the percentage-of-completion method whereby fees are recognized based on the ratio of actual cost of work performed to date to the current total estimated contract costs (generally using the cost-to-cost method). In making such estimates, judgments are required to determine potential delays or changes in schedules, the costs of materials and labor, liability claims, contract disputes, or achievement of specified performance goals. At the time a loss on a contract becomes evident and estimable, the Company records the entire amount of the estimated loss.

Change orders that result from modification of an original contract are taken into consideration for revenue recognition when it results in a change of total contract value and is approved by our clients. Engineering fees relating to unapproved change orders are recognized when collected.

The Company’s federal government contracts are subject to the Federal Acquisition Regulations (“FAR”). These regulations are partially incorporated into many local and state agency contracts. The FAR limits the recovery of certain specified indirect costs on contracts subject to such regulations. In accordance with industry practice, most of the Company’s federal government contracts are subject to termination at the discretion of the client. Contracts typically provide for reimbursement of costs incurred and payment of fees earned through the termination date.

Contracts that fall under FAR are generally cost-plus contracts and are subject to audit by the government, primarily the Defense Contract Audit Agency (“DCAA”), which reviews the Company’s overhead rates, operating systems and costs proposals. As a result of its audits, the DCAA may disallow costs if it determines that the Company has accounted for such costs in a manner inconsistent with generally accepted cost accounting standards.

Direct Reimbursable Expenses

Direct reimbursable expenses are primarily comprised of subcontractor costs and other direct non-payroll reimbursable charges including travel and travel related costs, blueprints and equipment where the Company is responsible for procurement and management of such cost components on behalf of the Company’s clients. These direct reimbursable expenses are principally passed through to our clients with minimal or no mark-up.

Capital Structure

The by-laws of the Company require that common stock held by employee shareholders who terminate employment with the Company be offered for sale at fair market value to the Company, which has right of first refusal. Should the Company decline to purchase the shares, the shares must next be offered to the Company’s profit sharing and employee stock ownership plans at fair market value, and then ultimately to full-time employees of the Company. The by-laws of the Company provide that the fair market value be determined by an appraisal. Other than agreements with certain retired Directors, as of September 30, 2005, there is no outstanding common stock held by individuals no longer employed by the Company.

During fiscal year 2006, the Company repurchased stock held by employee shareholders who terminated employment with the Company at a price ranging from $24.00 to $27.00, pending completion of the September 30, 2005 valuation. The September 30, 2005 valuation established the price per share at $28.00. At June 30, 2006, the Company had an accrual of $1.9 million for the stock price differential included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet

Pursuant to the terms of our credit agreement, we cannot declare or pay dividends in excess of 50% of our net income. We have not previously paid cash dividends on our common stock and have no present intention of paying cash dividends on our common stock in the foreseeable future. All earnings are retained for investment in our business.

Recent Accounting Pronouncements

On February 15, 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities,” which allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. Subsequent changes in fair value of these financial assets and liabilities would be recognized in earnings when they occur. SFAS 159 further establishes certain additional disclosure requirements. SFAS 159 is effective for the Company’s financial statements for the fiscal year ending September 30, 2009, with earlier adoption permitted. Management is currently evaluating the impact and timing of the adoption of SFAS 159 on the Company’s consolidated financial statements.

In September 2006, FASB issued SFAS No. 158 (“SFAS 158”), “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”. This standard requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The Company is required to adopt the recognition and related disclosure provisions of SFAS 158 for the fiscal year ending September 30, 2007. The Company is also required to adopt the measurement provisions of SFAS 158 for the fiscal year ending September 30, 2009. The Company is still evaluating the impact of this standard on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements”. SFAS 157 prescribes a single definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting provisions of SFAS 157 will be effective for the Company for the fiscal year ending September 30, 2009. The Company does not believe the adoption of SFAS 157 will have a material impact on its consolidated financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”). SAB 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. When the effect of initial adoption is material, companies will record the effect as a cumulative effect adjustment to beginning of year retained earnings. SAB 108 will be effective for the Company for the fiscal year ending September 30, 2008. The Company does not believe the adoption of SAB 108 will have a material impact on its consolidated financial statements.

In July 2006, the FASB issued Interpretation (“FIN”) No. 48 “Accounting for Uncertainty in Income Taxes – an interpretation of FASB No. 109” (“FIN 48”). This interpretation establishes guidelines and thresholds that must be met for the recognition and measurement of a tax position taken or expected to be taken in a tax return. The provisions of FIN 48 are effective for fiscal years beginning after December 31, 2006. The Company is currently evaluating the impact of adopting FIN 48 on its consolidated financial statements.

In November 2005, the FASB issued FASB Staff Position (“FSP”) FAS 115-1 and FAS 124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,” (“ FSP 115-1 and 124-1”) which address the determination as to when an investment is impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. FSP 115-1 and 124-1 also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. The guidance in FSP 115-1 and 124-1 amends FASB Statement No. 115,“Accounting for Certain Investments in Debt and Equity Securities,” and Accounting Principles Board (“APB”) Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock.” FSP 115-1 and 124-1 is effective for reporting periods beginning after December 15, 2005. The adoption of FSP 115-1 and 124-1 did not have a material impact on our consolidated financial statements.

In May 2005, the FASB issued SFAS No. 154 (“SFAS 154”),”Accounting Changes and Error Corrections” (“SFAS 154”), which replaces APB Opinion No. 20“Accounting Changes” and SFAS No. 3 “Reporting Accounting Changes in Interim Financial Statements.” SFAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS 154 also requires that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed a restatement. SFAS 154 is effective for accounting changes and correction of errors made in the first annual reporting period beginning after December 15, 2005. We early adopted SFAS 154 and have reported and disclosed the correction of errors in our previously reported consolidated financial statements in accordance with SFAS 154. The other reporting and disclosure requirements of SFAS 154 did not have a material impact on our consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004),“Share-Based Payment” (“SFAS 123(R)”), which is a revision of SFAS 123,“Accounting for Stock-Based Compensation.” SFAS 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first annual period beginning after December 2005, with early adoption encouraged. We are required to adopt SFAS 123(R) in our first quarter of fiscal year 2007, beginning October 1, 2006. The Company is currently evaluating the impact of adopting SFAS 123(R) on our consolidated financial statements.

In December 2003, the FASB issued Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46R”), which replaced FIN 46. FIN 46R addresses how a business enterprise should evaluate whether it has a controlling interest in an entity through means other than voting rights. This interpretation requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. The interpretation also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. We are required to adopt FIN 46R immediately for entities created after December 31, 2003 and at the beginning of fiscal year 2006 for all other entities. The adoption of FIN 46R did not have a material impact on our consolidated financial statements.

2.	Misappropriation Loss

Shortly after this discovery, an investigation sub-committee was formed comprised of the three outside members of our Corporate Audit Committee. These three outside members were subsequently appointed to the Board of Directors and became the three members of the Audit Committee of the Board of Directors. The Audit Committee retained independent counsel to conduct an investigation and advise the Audit Committee in connection with the investigation. The independent counsel retained forensic accountants, including accountants experienced in conducting forensic audits for companies that perform contracts for federal, state and local governments to assist with the investigation.

The investigation team discovered that at least $36.6 million was misappropriated between January 1, 1998 and the discovery of the misappropriations in March 2005. The amount misappropriated prior to January 1, 1998 could not be determined because certain data for the period prior to January 1, 1998 was unavailable. The participants in the embezzlement scheme used several methods to misappropriate the funds while engaging in conduct to conceal the misappropriated amounts. This conduct included among other things, recording and changing normal recurring journal entries and overstating accruals in prior periods to facilitate improper write-offs of misappropriated funds.

The misappropriation loss and concealment also resulted in the overstatement of overhead rates which the Company used in connection with certain government contracts. As a result, in these instances, some of our billings to our government clients relied on or incorporated the overstated overhead rates, and as a result revenues were overstated and we incurred refund obligations to these clients. We have also recorded an accrual for the estimated reimbursement to our clients.

Overstatement of Amounts Billed for Overhead

The Company determined that the misappropriation scheme led to the overstatement of overhead rates that the Company used to determine billings in connection with certain of our government contracts. As a result, some of our government clients were overcharged for the Company’s services. During the review of the overhead expenses, the Company identified certain instances of costs erroneously included in our overhead cost pool which were unallowable under applicable regulations and an error in our calculation of our overhead rate, which related to certain general and administrative costs. The Company determined that the unallowable costs and general and administrative expense errors also led to the overstatement of overhead rates which the Company used in connection with certain of its government contracts. As a result, in these instances, some of our billings to our government clients relied on or incorporated the overstated overhead rates.

The Company determined corrected overhead rates considering the impact of the misappropriations and considering the impact of additional errors identified. The Company and its advisors have been working with its government clients to finalize the refund amount (See Note 4 for further discussion). The Company estimates that the cumulative refund amount, before any payments, resulting from the overstated overhead rates is approximately $41.5 million through June 30, 2006 ($37.1 million as of fiscal year 2005), including interest that the Company will generally be required to reimburse its government clients. At June 30, 2006 and September 30, 2005, the accrued reimbursement liability was $39.1 million and $34.8 million, respectively, in the accompanying condensed consolidated balance sheets.

Misappropriation Loss, Investigation Related Expenses and Recovery of Assets

The misappropriation loss for the three and nine-month periods ended June 30, 2005 is presented net of the gain from recovered assets. All assets recovered during the investigation and not yet liquidated, are classified as assets held for sale in the accompanying condensed consolidated balance sheets and are recorded at estimated fair value, as of the date recovered, less estimated costs to sell. The recovered assets consist of personal homes, condominiums and other real estate, automobiles, funds from bank accounts, jewelry, fine-arts and cash proceeds from the liquidation of personal retirement accounts. Some of the real estate recovered was acquired subject to existing debt, liens or mortgage notes. Such debt is reported as liabilities related to assets held for sale in the accompanying condensed consolidated balance sheets. The Company does not own any other assets held for sale other than those recovered during the investigation. Gain from recovered assets has been recognized at the estimated fair value of the assets recovered, less related debt and estimated costs to sell the assets.

In April 2005, approximately 174,000 shares of the Company’s common stock were surrendered. These shares were not included in assets held for sale, as the estimated fair value of such shares was recorded as a reduction of stockholders’ equity. The gain from recovered assets of $4.7 million was included in misappropriation loss, net of recoveries in the three and nine-month period ended June 30, 2006. In the second fiscal quarter of 2006, approximately 19,180 shares of the Company’s common stock were surrendered. These shares were not included in assets held for sale, as the estimated fair value of such shares was also recorded as a reduction of stockholders’ equity. The gain on recovery of misappropriated assets of $537,000 was included in misappropriation loss, net of recoveries in the nine-month period ended June 30, 2006. These gains on recovery were included in the accompanying condensed consolidated statements of operations.

In addition to the misappropriation loss, the Company has incurred certain professional fees and other costs that relate to the investigation of the embezzlement and the recovery of assets. These expenses include legal fees, forensic audit fees and related costs, and other costs associated with the recovery of misappropriated assets. Collectively, these costs are stated as investigation and related costs in the accompanying condensed consolidated statements of operations and are recorded in the period the costs are incurred.

The following table sets forth the components of the misappropriation loss and related investigation expenses:


	Three Months Ended June 30,						Nine Months Ended June 30,
*(Dollars in thousands)*	2006			2005			2006			2005
Misappropriation loss	$	—		$	—		$	—		$	3,636
Less: gain from recovered assets		116			(14,531	)		(1,633	)		(14,531	)

Misappropriation loss (recoveries), net		116			(14,531	)		(1,633	)		(10,895	)

Legal fees		786			642			3,649			697
Forensic accounting fees and related costs		1,945			772			6,395			812
Other		(13	)		106			789			113

Investigation and related costs		2,718			1,520			10,833			1,622

Total	$	2,834		$	(13,011	)	$	9,200		$	(9,273	)

During the three and nine-month periods ended June 30, 2005, we recorded a gain from recovered assets totaling $14.5 million. For the nine-month period ended June 30, 2005, we recorded a misappropriation loss of $3.6 million. During the three and nine-month periods ended June 30, 2006, we recorded a loss from recovered assets totaling $116,000 and a gain of $1.6 million, respectively. The gain of $1.6 million for the nine-month period ended June 30, 2006 included $1.4 million gain related to real estate assets recovered which were classified as assets held for sale. Additionally, for the three and nine-month period ended June 30, 2005, we incurred approximately $1.5 million and $1.6 million, respectively, in costs to investigate and quantify the impact of the embezzlement, and in costs related to the recovery and maintenance of certain assets. For the three and nine-month period ended June 30, 2006, we incurred approximately $2.7 million and $10.8 million, respectively in investigation and related costs. The recorded gains and losses from recovered assets and the investigation and related costs have been allocated to our segments based on the individual segments’ proportionate share of general and administrative costs to total Company general and administrative costs.

3.	Assets Held for Sale

During the course of the investigation into the misappropriations (See Note 2 for further discussion), the Company identified and recovered certain assets acquired by the participants using misappropriated Company funds. Assets recovered during the investigation and not yet liquidated, are classified as assets held for sale in the accompanying condensed consolidated balance sheets and are recorded at estimated fair value less estimated costs to sell. The recovered assets consisted of personal homes, condominiums and other real estate, automobiles, funds from bank accounts, jewelry, fine-arts and cash proceeds from the liquidation of personal retirement accounts. Some of the real estate recovered was acquired subject to existing debt, liens or mortgage notes. Such debt is reported as liabilities of assets held for sale in the accompanying condensed consolidated balance sheets at June 30, 2006.

During the first quarter of fiscal year 2006, the Company recovered additional assets from the investigation with a total estimated fair value of approximately $1.4 million, excluding the gain on shares recovered, which was not subject to debt, liens or mortgage notes.

During the nine-month period ended June 30, 2006, the Company sold assets for a total of $9.6 million which were subject to related liabilities of $4.6 million. The Company did not recognize any additional gains or losses related to the sales of these assets since they were recorded at their fair value less estimated costs to sell.


*(Dollars in thousands)*	June 30, 2006			September 30, 2005
Assets held for sale at estimated fair value	$	5,188		$	10,180
Less: estimated costs to sell		(363	)		(891	)

Adjusted fair value of assets held for sale		4,825			9,289
Outstanding mortgage liabilities assumed		(2,099	)		(4,627	)

Net fair value of assets held for sale	$	2,726		$	4,662

Additionally, as of September 30, 2005, two real estate properties were not available for sale since the required renovations had not been completed. The renovations were completed in fiscal year 2006, at which time they were classified as assets held for sale. As of September 30, 2005, the Company classified these recovered assets for a total of $4.1 million in other assets and $2.3 million of related liabilities in other liabilities in its condensed consolidated balance sheet. The Company does not have any other assets held for sale other than those recovered.

During the fourth fiscal quarter of 2006 and the first fiscal quarter of 2007, the Company sold assets for a total of $4.6 million which were subject to related liabilities of $2.1 million. The Company did not recognize any additional gains or losses related to the sales of these assets since they were recorded at their fair value less estimated costs to sell. The Company intends to sell the remaining assets as soon as practicable.

4.	Commitments and Contingencies

The Company is obligated under various non-cancelable leases for office facilities, furniture and equipment. Certain leases contain renewal options, escalation clauses and payment of certain other operating expenses of the properties. In the normal course of business, leases that expire are expected to be renewed or replaced by leases for other properties.

As of June 30, 2006, there were various legal proceedings pending against the Company, where plaintiffs allege damages resulting from the Company’s engineering services. The plaintiffs’ allegations of liability in those cases seek recovery for damages caused by the Company based on various theories of negligence, contributory negligence or breach of contract. The Company accrues for contingencies when a loss is probable and the amounts can be reasonably estimated. As of June 30, 2006, the Company had an accrual of $5.1 million for all potential and existing claims, lawsuits and pending proceedings that, in management’s opinion, are probable and can be reasonably estimated.

In July 1998, we entered into an agreement with West Frisco Development Corporation (“WFDC”) to provide various services, among which was a flood plain study to be used by WFDC, the City of Frisco and FEMA. In 2003, the City of Frisco retained the services of a third-party architecture and engineering firm in connection with the extension and widening of Teel Road which lies within the greater drainage basin included in the Company’s original flood plain study. This architecture and engineering firm’s assessment of the flood plain study determined that the Company used incorrect assumptions when calculating the size of the drainage culverts required for the increased development of the area’s transportation infrastructure. Based on this assessment, the Company has entered into negotiations with the City of Frisco to correct the drainage needs to support the Teel Road expansion project. As a result, the Company had recorded an estimated liability of $3.1 million to cover the costs associated with correcting the drainage needs of the Teel Road expansion project. Included in this estimate is the purchase of a parcel of land for $1.5 million, the remaining balance of $1.6 million is reflected in other liabilities in the accompanying condensed consolidated balance sheets as of June 30, 2006.

The Company expects to pay these liabilities over the next one to three years. Management is of the opinion that the liabilities ultimately resulting from such existing and other pending proceedings, lawsuits and claims should not materially affect the Company’s financial position, results of operations or cash flows.

The Company maintains a full range of insurance coverage, including worker’s compensation, general and professional liability (including pollution liability) and property coverage. The Company’s insurance policies may offset the amount of loss exposure from legal actions.

In July 2006, we entered into a settlement agreement with the State of Texas, Department of Transportation which resolves all claims that the State of Texas may have had against us for overpayments related to the restatement of overhead rates on billings on or before April 30, 2006 under contracts with that agency based on our payment of approximately $5.4 million and provides for the determination of the appropriate overhead rate for billings after April 30, 2006. In November 2006, we entered into a settlement agreement with the Florida Department of Transportation which resolves all claims that agency may have had against us for the overstatement of rates on billings through September 30, 2005 (and with respect to cost contracts through September 30, 2006) under our contracts with them based on our payment of approximately $12.5 million. This settlement agreement also provided for the determination of the appropriate overhead rate refund for fiscal year 2006 billings under fixed price contracts. The refund amount was finalized in March 2007 and totaled $0.4 million.

In January 2007, we reached a settlement agreement with the Department of Justice, Civil Division on behalf of it and all other federal agencies with which we have contracts to resolve all federal claims including claims under the Federal Civil False Claims Act, related to the overstatements of overhead rates on our contracts with federal agencies. The agreement requires approximately $6.5 million of reimbursement payments for all contract amounts through September 30, 2005 which was paid in January 2007.

The settlements described above, excluding those settlements which were paid during the nine-month period ended June 30, 2006, are included in the accrued reimbursement liability in the Company’s condensed consolidated balance sheets at June 30, 2006. We are in discussions with our remaining government clients to enter into settlement agreements in order to satisfy any refund obligations, which are in various stages of settlement.

In the course of our investigation of the accounting irregularities and misappropriations, it was determined that there were possible violations relating to past political contributions by us and certain of our employees. The United States Attorney’s Office for the Southern District of Florida (Miami) and the Federal Bureau of Investigation have conducted an investigation relating to improper campaign contributions including improper use of political action committees. We produced documents and other information to the government and fully cooperated with the investigation. Criminal charges have been filed against two of the Company’s former chairmen. At the present time, we believe it is unlikely that criminal charges will be filed against us in this matter, but the authorities are not precluded from bringing charges, and circumstances may change.

The United States Securities & Exchange Commission is also conducting an investigation of the accounting irregularities and misappropriations of funds. We are fully cooperating with the investigation and have produced documents and other information to the commission. At the present time, we are unable to predict the likely outcome of this investigation.

5.	Income Taxes

The income tax provisions were $2.0 million and $7.7 million and $6.7 million and $13.4 million, or effective tax rates of 32.9% and 45.4% and 43.6% and 44.2%, for the three and nine-month periods ended June 30, 2006 and 2005, respectively.

For the past several years, the Company has generated research and development tax credits related to certain qualifying costs. The qualifying costs relate primarily to the Company’s project costs which management believes involved technical uncertainty. These research and development costs were incurred by the Company in the course of providing services generally under long-term client projects, thereby creating costs associated with recognizable revenue under the project. Because the Company has been unable to utilize the entire amount of research and development tax credits it has generated each year, the condensed consolidated balance sheets reflect a deferred tax asset of $5.6 million and $5.5 million as of June 30, 2006 and September 30, 2005, respectively, for the unused research and development tax credit carry forwards. The credits will expire beginning 2017 through 2022.

are adjusted in light of changing facts and circumstances, such as the progress of a tax audit or current developments in tax law. The Company’s annual tax rate includes the impact of reserve provisions and changes to reserves. While it is often difficult to predict the final outcome or the timing of resolution of any particular matter, the Company believes that its reserves reflect the probable outcome of known tax contingencies. Resolution of the tax contingencies would be recognized as an increase or decrease to the Company’s tax rate in the period of resolution. During the three and nine-month periods ended June 30, 2006 the Company reversed a tax contingency accrual related to research and development tax credits taken on the Company’s tax return by approximately $1.0 million due to the expiration of the statute of limitations related to such credits. The reversal decreased the Company’s effective tax rate by 17.9% and 7.2% for the three and nine-month periods ended June 30, 2006, respectively.

6.	Segment Reporting

The Company is organized by the services provided to its customers. Under this organizational structure, the Company has four segments: Transportation Services, Construction Management, Civil Engineering and Environmental Services.

Activities in the Transportation Services business segment generally involve planning, design, right of way acquisition, development and design of intelligent transportation services and program construction management services for multiple transportation modes, including interstate and primary highways, toll roads, arterials, bridges, transit systems, airports and port facilities. The Program Management group of our Transportation segment provides many of its governmental clients the necessary resources to manage large infrastructure programs from concept through construction. Services include planning, programming, and contract support.

The Construction Management segment provides a wide range of services as an agent for the Company’s clients, including contract administration, inspection, field-testing, scheduling/estimating, instituting project controls and quality assessment. The Company provides scheduling, cost estimating and construction observation services for the project, or its services may be limited to providing construction consulting.

The Civil Engineering segment provides general civil engineering as well as specialized services to public and private clients. Included in these services are: site engineering and surveys, infrastructure engineering, master planning, disaster mitigation planning and response, asset assessment and management, emergency management and architectural and landscape design.

The Environmental Services business segment focuses on the delivery of planning, design and construction management services for private and public sector clients related to air quality management, flood insurance studies, energy planning, hazardous and solid waste management, ecological studies, wastewater treatment, water resources, environmental toxicology analysis, aquatic treatment systems and water supply and treatment.

Financial information relating to the Company’s operations by segment is as follows:


*(Dollars in thousands)*	Transportation Services		Construction Management		Civil Engineering			Environmental Services		Total
Three Months Ended June 30, 2006
Engineering fees	$	54,919	$	23,792	$	25,918		$	34,298	$	138,927
Net earned revenue		41,759		19,619		21,603			27,553		110,534
Operating income		3,981		2,615		(1,031	)		1,341		6,906
Depreciation and amortization		1,004		325		747			792		2,868
Total assets		93,751		40,794		52,728			56,617		243,890
Purchases of property and equipment		1,411		616		910			1,003		3,940
Three Months Ended June 30, 2005
Engineering fees	$	50,233	$	23,044	$	21,458		$	29,991	$	124,726
Net earned revenue		38,103		17,884		17,682			24,334		98,003
Operating income		6,841		3,726		2,125			4,617		17,309
Depreciation and amortization		963		311		604			665		2,543
Total assets		88,534		38,456		52,157			50,105		229,252
Purchases of property and equipment		759		328		399			477		1,963

*(Dollars in thousands)*	Transportation Services		Construction Management		Civil Engineering			Environmental Services		Total
Nine Months Ended June 30, 2006
Engineering fees	$	154,201	$	67,096	$	86,725		$	93,122	$	401,144
Net earned revenue		118,725		55,624		73,000			75,078		322,427
Operating income		7,873		3,745		3,658			1,530		16,806
Depreciation and amortization		2,861		981		2,111			2,197		8,150
Total assets		93,751		40,794		52,728			56,617		243,890
Purchases of property and equipment		3,061		1,431		1,955			2,117		8,564
Nine Months Ended June 30, 2005
Engineering fees	$	144,951	$	62,960	$	85,392		$	82,033	$	375,336
Net earned revenue		110,909		49,093		59,359			67,371		286,732
Operating income		14,548		5,743		4,716			6,585		31,592
Depreciation and amortization		2,822		925		1,905			1,979		7,631
Total assets		88,534		38,456		52,157			50,105		229,252
Purchases of property and equipment		2,212		992		1,345			1,434		5,983

7.	Long-Term Debt


*(Dollars in thousands)*	June 30, 2006		September 30, 2005
Line of credit	$	2,751	$	—
Mortgage note payable due in monthly installments starting on April 16, 2001, with interest, collateralized by real property; unpaid principal due March 16, 2011. Interest at LIBOR plus the floating rate margin of not less than 65 basis points and not greater than 90 basis points (5.92% and 4.51% at June 30, 2006 and September 30, 2005, respectively).		7,549		7,833
Capital lease obligations		1,001		853

		11,301		8,686
Less current portion of long-term debt		3,263		408
Less current portion of capital lease obligations		274		341

Long-term debt and capital lease obligations	$	7,764	$	7,937

The Company has a $58 million line of credit agreement, inclusive of $10 million in letters of credit, with Bank of America, N.A. (the “Bank”). The expiration date on the line of credit is June 30, 2008. The letters of credit reduce the maximum amount available for borrowing. As of June 30, 2006 and September 30, 2005, we had letters of credit totaling $5.4 million and $3.4 million, respectively. No amounts have been drawn on any of these letters of credit. As a result of the issuance of these letters of credit, the maximum amount available for borrowing under the line of credit was $49.9 million and $54.6 million as of June 30, 2006 and September 30, 2005, respectively.

The interest rate (5.85% and 4.36% at June 30, 2006 and September 30, 2005, respectively) ranges from LIBOR plus 50 basis points to Prime minus 125 basis points, if the Company’s funded debt coverage ratio is less than 2.5. The range increases to LIBOR plus 75 basis points to Prime minus 100 basis points if the Company’s funded debt coverage ratio is between 2.5 to 3.0. The line of credit contains clauses requiring the maintenance of various covenants and financial ratios including minimum levels of net worth, a minimum coverage ratio of certain fixed charges and a minimum leverage ratio of earnings before interest, taxes, depreciation and amortization to funded debt. The Company was in compliance with or obtained a waiver of default of the line of credit financial covenants as of June 30, 2006. The line of credit is collateralized by substantially all of the Company’s assets. We use cash flow from operating activities to repay amounts outstanding, if any, under our line of credit.

On March 19, 2001, the Company entered into a mortgage note with an original principal amount of $9.0 million due in monthly installments starting on April 16, 2001, with interest. Interest on the mortgage is LIBOR plus the floating rate margin of not less than 65 basis points and not greater than 90 basis points. A balloon payment is due on the mortgage on March 16, 2011. The effective interest rate on the mortgage note was 5.92% and 4.51% at June 30, 2006 and September 30, 2005, respectively. We used an interest rate swap (“the Swap”) agreement in order to minimize the adverse impact of the floating interest rate characteristics of the Company’s long term debt obligations. The swap converts the floating interest rate on the note payable to a fixed rate of 6.28%. On March 16, 2006, the Company’s swap expired. Our adjustable rate mortgage calls for an interest rate based on the 30 day LIBOR plus a margin of .065%. The mortgage agreement contains clauses requiring the maintenance of various covenants and financial ratios. On December 10, 2003, the lender approved an amendment to the mortgage agreement to reflect new conditions for the Tangible Net Worth covenant requirement under the agreement. The mortgage note is collateralized by the office building located in Maitland, Florida.

The Bank has provided us a waiver of default caused by our failure to deliver to the Bank audited financial statements for fiscal year 2006 and unaudited financial statements for the quarters ended December 31, 2006 and March 31, 2007, so long as the fiscal year 2006 financial statements are delivered to the Bank no later than June 30, 2007 and the quarterly statements are delivered no later than September 30, 2007. The bank has also provided us a waiver of the minimum net worth covenant for fiscal year 2006 and all periods in fiscal year 2007. The line of credit is collateralized by substantially all of our assets.

The Company’s capital leases consisted primarily of equipment. The interest rate used in computing the minimum lease payments range from 2.23% to 5.23%. The leases were capitalized using the lower of the minimum lease payments or the fair market value of the equipment at the inception of the lease.

8.	Comprehensive Income

Comprehensive income consists of net income and other gains and losses affecting shareholders’ investment and minimum pension liability that, under Generally Accepted Accounting Principles (“GAAP”), are excluded from net income.

The components of comprehensive income are as follows:


*(Dollars in thousands)*	Three Months Ended June 30,						Nine Months Ended June 30,
*(Dollars in thousands)*	2006			2005			2006			2005
Net income	$	4,136		$	9,223		$	8,670		$	16,857
Other comprehensive income:
Unrealized gain (loss) on available for sale marketable securities held for sale, net of tax		(242	)		(7	)		(228	)		9
Unrealized gain on interest rate swap, net of tax		—			56			35			119
Minimum pension liability adjustment, net of tax		177			(50	)		177			(148	)

Total comprehensive income	$	4,071		$	9,222		$	8,654		$	16,837

9.	Goodwill and Other Intangible Assets

The changes in the carrying amounts of goodwill by segment for the nine-month period ended June 30, 2006 are as follows:


	Nine Months Ended June 30, 2006
*(Dollars in thousands)*	Transportation		Construction		Civil		Environmental		Total
Goodwill, beginning of period	$	3,650	$	—	$	2,641	$	11,445	$	17,736
Current period acquisition: EIP		—		—		—		3,683		3,683
Other purchase price adjustments		41		—		—		—		41

Goodwill, end of period	$	3,691	$	—	$	2,641	$	15,128	$	21,460

The Company’s intangibles assets consisted of the following:


		June 30, 2006
*(Dollars in thousands)*	Estimated Useful Lives	Gross Carrying Amount		Accumulated Amortization
Client list	10 years	$	1,963	$	817
Backlog	3 years		2,679		2,003
Website	7 years		200		102
Employee agreements	3 years		67		6
Pension intangible assets	6 years		1,946		1,864

		$	6,855	$	4,792


		September 30, 2005
*(Dollars in thousands)*	Estimated Useful Lives	Gross Carrying Amount		Accumulated Amortization
Client list	10 years	$	1,453	$	607
Client name recognition	2 years		100		100
Backlog	3 years		1,799		1,269
Website	7 years		200		81
Pension intangible assets	6 years		1,946		1,621

		$	5,498	$	3,678

10.

Related Party Transactions

At the annual meeting of the shareholders held on January 28, 2005, the shareholders approved a proposal to authorize the Company to execute an agreement with Richard Wickett, our former Chairman of the Board from 2002 to February 2005 and former Chief Financial Officer from 1993 to 2004, to allow him to retain his 138,607 shares of the Company’s stock, exclusive of his shares owned through the Company’s Employee Profit Sharing and Stock Ownership Plan and Trust (“ESOP”), upon retirement and offer for sale the shares, in blocks of 46,000, 46,000 and 46,607 shares in February 2005, 2006 and 2007, respectively, at a price determined at the valuation at the fiscal year end immediately preceding the redemption period.

Pursuant to the Company’s by-laws, the Company is permitted to repurchase stock by delivery of a promissory note to the employee. On February 23, 2006 the Company repurchased 46,000 shares and 3,400 shares, respectively, of the Company’s stock from Richard Wickett and Kathryn Wilson in the original principal amounts of $1.2 million and $92,000, respectively. The shares were repurchased for $27.00 per share which represents the September 30, 2004 share price. At June 30, 2006, the Company had an accrual of $49,400 for the difference between the purchase price and the September 30, 2005 share value of $28.00. The notes currently bear interest at the rate of 7.5% per annum and such rate is adjusted to the then current prime rate of Bank of America on December 31^st of each year. Accrued interest and $1 of principal is due monthly on the notes with all remaining principal and accrued interest due and payable on the five year anniversary of the date of issuance. The balances of the notes and the accrual for the stock price differential were approximately $1.4 million at June 30, 2006 and were included in other liabilities in the accompanying condensed consolidated balance sheet.

On February 13, 2007, the Company repurchased an additional 46,607 shares of the Company’s stock from Richard Wickett in the original principal amount of approximately $1.0 million. The additional shares were purchased for $22.40 per share which represents 80% of the September 30, 2005 share price, pending completion of the evaluation of the Company’s stock as of September 30, 2006. In fiscal year 2007, the Company recorded a liability for the difference between the purchase price and the September 30, 2006 share price. The 2007 note currently bears interest at the rate of 8.25% per annum and such rate is adjusted to the then current prime rate of Bank of America on December 31^st of each year. Accrued interest and $1 of principal is due monthly on the notes with all remaining principal and accrued interest due and payable on the five year anniversary of the date of issuance. The notes are subject to the Company’s right of set off, which permits the Company to set off all claims it may have against the payee against amounts due and owing under the notes.

11.

Acquisition

On April 30, 2006, we acquired 100% of the stock of EIP Associates (“EIP”) for $6.0 million, net of cash acquired of $15,000, comprised of $5.5 million in cash, $334,000 accrued additional purchase price and $200,000 held in escrow. The purchase price was allocated to the respective assets and liabilities based on their estimated fair values as of the acquisition date. The allocation of the purchase price resulted in assets of $9.0 million, including approximately $1.5 million of intangible assets and $3.7 million of goodwill, none of which is deductible for tax purposes, and liabilities of $3.9 million. The weighted average amortization period for the identifiable intangible assets is 2.8 years. EIP specializes in environmental, urban planning, water resource planning and natural resources in California.

The primary factor that contributed to a purchase price that resulted in the recognition of goodwill in our acquisition is the intellectual capital of the skilled professionals and senior technical personnel associated with the acquired entities which does not meet the criteria for recognition as an asset apart from goodwill. The results of operations of the above acquisition are included from the date of each acquisition. The pro forma impact of these acquisitions are not material to reported historical operations.

11.

Retirement Plans

The Company uses a September 30 measurement date for its plans. The following table provides a summary of the Company’s periodic costs:


*(Dollars in thousands)*	Three Months Ended June 30,				Nine Months Ended June 30,
	2006		2005		2006		2005
Service benefits earned during period	$	185	$	162	$	555	$	486
Interest cost on projected benefit obligation		173		160		519		480
Amortization:
Prior service cost		81		81		243		243
Net loss from past experience		99		91		297		273

Net periodic pension expense	$	538	$	494	$	1,614	$	1,482

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is provided to increase an understanding of, and should be read in conjunction with, the unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Form 10-Q.

This Form 10-Q and the information incorporated by reference in it include and are based on “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. These statements can sometimes be identified by the fact that they do not relate strictly to historical or current facts and they frequently are accompanied by words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar terms and expressions. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry, and statements relating to our ability to be awarded government contracts, the adoption of certain laws by Congress, our ability to compete effectively with other firms that provide similar services, our ability to attract and retain clients, our ability to achieve future growth and success, our expectations for the public and private sector economic growth, the outcome of our internal investigation and the various on-going government investigations, are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations in such forward-looking statements will turn out to be correct. Factors that may impact such forward-looking statements include, among others, our ability to attract additional business, the timing of projects and the potential for contract cancellation by our customers, our ability to attract and retain skilled employees, our ability to comply with new laws and regulations, our insurance coverage covering certain events, the timing and amount of the spending bills adopted by the federal government and the states, our ability to complete our internal investigation in a timely manner, the outcome of the investigations by the Department of Justice, the United States Attorney’s Office, the Securities and Exchange Commission, the Federal Bureau of Investigation, possible changes in collections of accounts receivable, risks of competition, changes in general economic conditions and interest rates, the risk that the Internal Revenue Service or the courts may not accept the amount or nature of one or more items of deduction, loss, income or gain we report for tax purposes and the possible outcome of pending litigation, legal proceedings and governmental investigations and our actions in connection with such litigation, proceedings and investigations, as well as certain other risks including those set forth under the heading “Risk Factors” and elsewhere in this Form 10-Q and in other reports filed by the Company with the Securities and Exchange Commission. All forward-looking statements included herein are only made as of the date such statements are made, and we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Subsequent written and oral forward-looking statements attributable to the Company or to persons acting on its behalf are qualified in their entirety to the cautionary statements set forth above and elsewhere in this Form 10-Q and in other reports filed by the Company with the Securities and Exchange Commission.

Actual results could differ materially from those projected in these forward-looking statements as a result of these factors, among others, many of which are beyond our control.

Misappropriation Loss

In March 2005, subsequent to the issuance of the Company’s 2004 financial statements, we discovered misappropriations of Company funds by our former Chief Financial Officer and two former employees who worked in our information systems and treasury departments, collectively, (“the participants”). The participants colluded and circumvented controls to misappropriate funds and conceal the misappropriations possibly beginning as early as 1993 until the misappropriations were discovered. The investigation discovered that at least $36.6 million was misappropriated between January 1, 1998 and the discovery of the misappropriations in March 2005. The amount misappropriated prior to January 1, 1998 could not be determined because certain data for the period prior to January 1, 1998 was unavailable.

The Company determined that the misappropriation scheme led to the overstatement of overhead rates that the Company used to determine billings in connection with certain of our government contracts. As a result, some of our government clients were overcharged for the Company’s services. During the review of the overhead rate calculations, the Company identified certain instances of costs erroneously included in our overhead cost pool which were unallowable under applicable regulations and an error in our calculation of our overhead rate, which related to certain general and administrative costs. The Company determined that the unallowable costs and general and administrative errors also led to the overstatement of overhead rates which the Company used in connection with certain government contracts.

1.	Results of Operations

The following table sets forth the percentage of net earned revenue represented by the items in our condensed consolidated statements of operations for the three-month and nine-month periods ended June 30, 2006 and 2005, respectively:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2006		2005		2006		2005
Engineering fees	125.7	%	127.3	%	124.4	%	130.9	%
Direct reimbursable expenses	25.7		27.3		24.4		30.9

Net earned revenue	100.0		100.0		100.0		100.0
Costs and expenses:
Direct salaries and direct costs	36.5		37.8		36.7		37.8
General and administrative expenses, including indirect salaries	54.7		57.8		55.2		54.4
Misappropriation loss, net of recoveries	0.1		(14.8	)	(0.5	)	(3.8	)
Investigation and related costs	2.5		1.6		3.4		0.6

Operating income	6.2		17.6		5.2		11.0
Interest expense	(0.9	)	(0.5	)	(0.6	)	(0.5	)
Other, net	0.3		0.1		0.2		—

Income before income taxes	5.6		17.2		4.8		10.5
Provision for income taxes	1.8		7.8		2.1		4.7

Net income	3.8	%	9.4	%	2.7	%	5.8	%

A summary of our operating results for the three-month and nine-month periods ended June 30, 2006 and 2005 is as follows:


	Three Months Ended June 30,						Nine Months Ended June 30,
*(Dollars in thousands)*	2006			2005			2006			2005
Engineering fees	$	138,927		$	124,726		$	401,144		$	375,336
Direct reimbursable expenses		28,393			26,723			78,717			88,604

Net earned revenue		110,534			98,003			322,427			286,732
Costs and expenses:
Direct salaries and direct costs		40,371			37,026			118,292			108,366
General and administrative expenses, including indirect salaries		60,423			56,679			178,129			156,047
Misappropriation loss, net of recoveries		116			(14,531	)		(1,633	)		(10,895	)
Investigation and related costs		2,718			1,520			10,833			1,622

Operating income		6,906			17,309			16,806			31,592
Interest expense		(1,039	)		(480	)		(1,996	)		(1,505	)
Other, net		299			61			562			140

Income before income taxes		6,166			16,890			15,372			30,227
Provision for income taxes		2,030			7,667			6,702			13,370

Net income	$	4,136		$	9,223		$	8,670		$	16,857

Overview

Business Overview

We provide services to both private and public sector clients, with the public sector comprising approximately 75.0% of our revenues. Our business has four segments: Transportation Services, Construction Management, Civil Engineering, and Environmental Services. During the nine-month period ended June 30, 2006, all segments experienced growth in engineering fees. The Civil Engineering segment benefited from the addition of several large contracts with the Department of Defense, mostly offset by a decrease in engineering fees from the hurricanes disaster projects that hit Florida in calendar years 2004 and 2005. The growth in the Construction Management segment was due primarily several large projects with existing clients, including several state DOTs and a large contract with the Army Corps of Engineers. Our Environmental Services segment experienced growth in engineering fees primarily from new significant contracts with FEMA and the State of Georgia and from the EIP and LWC acquisitions. The increase in engineering fees for the Transportation Services segment was due to new projects and additional assignments from two states DOTs and the City of Atlanta. As of June 30, 2006, the Company’s revenue backlog decreased by about $20 million from the volume as of September 30, 2005.

We provide services to both private and public sector clients, with the public sector comprising approximately 79% of our revenues. Our business is divided in four segments, consisting of Transportation Services, Civil Engineering, Construction Management and Environmental Services. During the nine-month period ended June 30, 2005, the Civil Engineering segment continued to experience some growth. The growth in the Civil Engineering segment was fueled by large disaster response projects as a result of the hurricanes that hit Florida in August and September of 2004 and growth in the segment’s homeland security program. The Transportation services segment also experienced some growth in engineering fees resulting from the Triline and WKA acquisitions, as well as growth in the Texas Turnpike Authority projects. All four business segments experienced increased volumes in backlog at June 30, 2005, as compared to September 30, 2004.

We earn revenue for time spent on projects, in addition to certain direct costs of our projects, such as blueprints and sub-contractor expenses. The fluctuation in direct reimbursable costs, specifically sub-contractor costs, will influence our net earned revenue. For instance, our Civil Engineering segment experienced a significant increase in sub-contractor costs related to the disaster response projects during the nine-month period ended June 30, 2005. As a result, our Civil Engineering segment’s net earned revenue grew at a lesser rate than its engineering fees, since more work was being performed by subcontractors. During the nine-month period ended June 30, 2005 there was an increase in the number of our employees who were primarily technical professionals, whose billable labor gets charged back to our clients, thereby increasing the amount of fees we earned. As chargeability of our technical professionals’ time increases, direct labor costs increase along with it, while indirect salaries decrease, as more of the technical staff’s time worked is being charged back to our clients.

We earn revenue for time spent on projects, in addition to certain direct reimbursable expenses of our projects, such as travel and lodging, blueprints and sub-contractor expenses. The fluctuation in direct reimbursable expenses, specifically sub-contractor costs, including travel and lodging, will influence the fluctuation of our net earned revenue (“NER”). For instance, our Civil Engineering segment experienced a significant decrease in direct reimbursable expenses during the nine-month period ended June 30, 2006, as compared to 2005, resulting from a reduction in subcontractors’ costs, including travel and lodging, related to the debris removal from the Florida hurricanes in calendar 2004 and 2005. As a result, our Civil Engineering segment’s NER grew at a greater rate than its engineering fees, because more work was being performed by our in-house technical professionals. During the nine-month period ended June 30, 2006, there was a decrease in the amount of chargeable salary of our employees who were primarily technical professionals, whose billable labor gets charged back to our clients, thereby decreasing the amount of fees we earned. As chargeability of our technical professionals’ time decreases, direct salary costs decrease proportionately along with it, while indirect salary costs increase, as less of the technical staff’s time worked is being charged back to our clients.

Business Environment

The need to modernize and upgrade the transportation infrastructure in the United States has been a source of continued business for us through the last ten years. Fueling the initial growth in this market was the Intermodal Surface Transportation Efficiency Act of 1991 (“ISTEA”). In 1998, ISTEA was reauthorized as the Transportation Equity Act for the 21st Century (“TEA-21”), earmarking $218 billion for highway and transit projects through 2003. Prior to the expiration of TEA-21 on September 30, 2003, the U.S. Congress and President Bush signed a five-month extension of the program. Since then, a series of additional extensions have been granted, the most recent of which occurred on July 30, 2005 and was set to expire on August 14, 2005, however, on August 10, 2005, the President signed into law the Safe, Accountable, Flexible, Efficient Transportation Act: A Legacy for Users (“SAFETEA-LU”). The SAFETEA-LU guarantees funding for highways, highway safety, and public transportation totaling $244.1 billion. SAFETEA-LU ensures that state agencies that depend largely on federal transportation funding, will continue to make investments needed to maintain and grow the vital transportation infrastructure.

The demand for our construction management services has also been fueled by the legislation and industry trends that are driving the growth in our Transportation and Environmental business segments, including ISTEA and TEA-21. These trends have created a large number of infrastructure projects throughout the United States, which are subject to increasingly complex governmental regulations. The market could level out or shrink slightly until a new Federal transportation funding bill is passed. The potential impact is currently minimal, but increases as time passes until the bill is passed. Projects/programs that depend on the Federal gas tax funding are being delayed, which may eventually lead to a temporary reduction in demand for the services we provide.

During the last quarter of fiscal year 2004 and the first nine months of fiscal year 2005, the economy was in a period of slow recovery with improving private sector corporate profitability, while investment in residential housing development continued at high rates. However, in the third quarter of 2006 there was a slow down in the private sector residential market. Federal spending remained strong especially in the area of national defense, which increased opportunity and fortified our strategy for greater balance between the public and private sectors. The state and local government markets remained weak but the market for our specialized services in the area of risk and emergency management strengthened due in part to hurricanes and wild fires. Near term expectations are for the Federal Department of Defense and Homeland Security sectors to remain strong. As the economy expands its recovery, we expect the private sector to strengthen. State and local government markets will remain weak but will improve as increased tax revenue from private sector recovery trickles into the government sector.

In recent years, significant environmental laws at the federal, state and local levels have been enacted in response to public concern over the health of the nation’s air, water, and natural resources. Those laws and their implementation through regulation affect numerous industrial and governmental actions and form a key market driver for the services of our Environmental business segment. Two federal environmental laws, The Safe Drinking Water Act of 1974 and the Clean Water Act of 1972, continue to drive this segment of our business. Pursuant to these laws, Congress has authorized significant monies to assist state and local governments. According to the EPA, as much as $23 billion a year will be needed for construction and upgrade of water and wastewater treatment facilities over the next 20 years.

Segment Results of Operations

Our businesses are reported as four segments, reflecting our management methodology and structure:

The Construction Management segment provides a wide range of services including planning, traffic engineering, intelligent transportation systems (“ITS”), corridor planning, highway design, structural design, alternate project delivery, program management, toll facility design, aviation services, multi-modal/transit systems and right-of-way. In fiscal year 2006, this segment added at-risk construction management projects to its services. We also may act as the program director of a project whereby on behalf of the owner of the project, we provide scheduling, cost estimating and construction observation services for the project, or our services may be limited to providing construction consulting. We currently serve transportation departments in 19 states and perform toll services in 9 states for both public and private toll clients.

The Civil Engineering segment provides architectural engineering and general civil engineering as well as specialized services to public and private clients. Included in these services are: site engineering and surveys, infrastructure engineering, master planning, disaster mitigation planning and response, infrastructure protection, asset management, emergency management and architectural and landscape architecture design.

The accounting policies of the segments are the same as those described in the notes to the accompanying condensed consolidated financial statements. We evaluate performance based on operating income (loss) of the respective segments. The discussion that follows is a summary analysis of the primary changes in operating results by segment for the three and nine-month periods ended June 30, 2006 as compared to 2005.

Net earned revenue represents the net effect of gross revenues less direct reimbursable expenses. Direct reimbursable expenses are primarily comprised of subcontractor costs and other direct non-payroll reimbursable charges including travel and travel related costs, blueprints and equipment where the Company is responsible for procurement and management of such cost components on behalf of the Company’s clients. These direct reimbursable expenses are principally passed through to our clients with minimal or no mark-up. Indirect salaries represent wages earned by technical personnel not assigned to client billable projects and administrative and support personnel wages as well.


	Three Months Ended June 30,										Nine Months Ended June 30,
				% of					% of					% of					% of
	2006			NER		2005			NER		2006			NER		2005			NER

Transportation Services
Engineering fees	$	54,919		131.5	%	$	50,233		131.8	%	$	154,201		129.9	%	$	144,951		130.7	%
Direct reimbursable expenses		13,160		31.5			12,130		31.8			35,476		29.9			34,042		30.7

Net earned revenues (NER)		41,759		100.0			38,103		100.0			118,725		100.0			110,909		100.0
Direct salaries and direct costs		15,324		36.7			14,435		37.9			43,414		36.6			41,890		37.8
Indirect salaries		7,920		19.0			7,246		19.0			23,898		20.1			21,287		19.2
General and administrative costs		13,516		32.4			14,364		37.7			40,250		33.9			36,615		33.0
Misappropriation loss, net		41		0.1			(5,345	)	(14.0	)		(583	)	(0.5	)		(4,030	)	(3.6	)
Investigation and related costs		977		2.3			562		1.5			3,873		3.3			599		0.5

Total costs and expenses		37,778		90.5			31,262		82.0			110,852		93.4			96,361		86.9

Operating income	$	3,981		9.5	%	$	6,841		18.0	%	$	7,873		6.6	%	$	14,548		13.1	%


Construction Management
Engineering fees	$	23,792		121.3	%	$	23,044		128.9	%	$	67,096		120.6	%	$	62,960		128.2	%
Direct reimbursable expenses		4,173		21.3			5,160		28.9			11,472		20.6			13,867		28.2

Net earned revenues (NER)		19,619		100.0			17,884		100.0			55,624		100.0			49,093		100.0
Direct salaries and direct costs		7,485		38.2			7,304		40.8			21,724		39.1			20,305		41.4
Indirect salaries		3,505		17.9			2,746		15.4			9,812		17.6			8,163		16.6
General and administrative costs		5,600		28.5			6,262		35.0			18,806		33.8			16,419		33.4
Misappropriation loss, net		35		0.2			(2,406	)	(13.5	)		(273	)	(0.5	)		(1,806	)	(3.7	)
Investigation and related costs		379		1.9			252		1.4			1,810		3.3			269		0.5

Total costs and expenses		17,004		86.7			14,158		79.2			51,879		93.3			43,350		88.3

Operating income	$	2,615		13.3	%	$	3,726		20.8	%	$	3,745		6.7	%	$	5,743		11.7	%


Civil Engineering
Engineering fees	$	25,918		120.0	%	$	21,458		121.4	%	$	86,725		118.8	%	$	85,392		143.9	%
Direct reimbursable expenses		4,315		20.0			3,776		21.4			13,725		18.8			26,033		43.9

Net earned revenues (NER)		21,603		100.0			17,682		100.0			73,000		100.0			59,359		100.0
Direct salaries and direct costs		8,014		37.1			6,638		37.5			27,157		37.2			22,433		37.8
Indirect salaries		5,186		24.0			4,091		23.1			14,389		19.7			12,032		20.3
General and administrative costs		8,772		40.6			7,791		44.1			25,696		35.2			22,262		37.5
Misappropriation loss, net		22		0.1			(3,304	)	(18.7	)		(373	)	(0.5	)		(2,449	)	(4.1	)
Investigation and related costs		640		3.0			341		1.9			2,473		3.4			365		0.6

Total costs and expenses		22,634		104.8			15,557		88.0			69,342		95.0			54,643		92.1

Operating income (loss)	$	(1,031	)	(4.8	)%	$	2,125		12.0	%	$	3,658		5.0	%	$	4,716		7.9	%


Environmental Services
Engineering fees	$	34,298		124.5	%	$	29,991		123.2	%	$	93,122		124.0	%	$	82,033		121.8	%
Direct reimbursable expenses		6,745		24.5			5,657		23.2			18,044		24.0			14,662		21.8

Net earned revenues (NER)		27,553		100.0			24,334		100.0			75,078		100.0			67,371		100.0
Direct salaries and direct costs		9,548		34.7			8,649		35.5			25,997		34.6			23,738		35.2
Indirect salaries		6,156		22.3			5,098		21.0			17,458		23.3			15,544		23.1
General and administrative costs		9,768		35.5			9,081		37.3			27,820		37.1			23,725		35.2
Misappropriation loss, net		18		0.1			(3,476	)	(14.3	)		(404	)	(0.5	)		(2,610	)	(3.9	)
Investigation and related costs		722		2.6			365		1.5			2,677		3.6			389		0.6

Total costs and expenses		26,212		95.1			19,717		81.0			73,548		98.0			60,786		90.2

Operating income	$	1,341		4.9	%	$	4,617		19.0	%	$	1,530		2.0	%	$	6,585		9.8	%

Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005

Engineering Fees


	Three Months Ended June 30,
*(Dollars in thousands)*	2006		2005		$ Change		% Change
Transportation Services	$	54,919	$	50,233	$	4,686	9.3	%
Construction Management		23,792		23,044		748	3.2	%
Civil Engineering		25,918		21,458		4,460	20.8	%
Environmental Services		34,298		29,991		4,307	14.4	%

Total Engineering Fees	$	138,927	$	124,726	$	14,201	11.4	%

Engineering fees for the three-month period ended June 30, 2006, were $138.9 million compared to $124.7 million in the same period in 2005, representing an 11.4% increase. All segments contributed to the increase in engineering fees in the three-month period ended June 30, 2006 from the same period in 2005. Substantially all of the increase was in the Transportation Services, Civil Engineering and Environmental Services segments.

In the Transportation Services segment, engineering fees increased 9.3% to $54.9 million in the three-month period ended June 30, 2006 from $50.2 million in the same period in 2005. The increase included new projects and additional assignments on existing contracts awarded by the Texas DOT (“TxDOT”), Nevada DOT and City of Atlanta.

Engineering fees in our Construction Management segment increased 3.2% to $23.8 million in the three-month period ended June 30, 2006 from $23.0 million in the same period in 2005. The increase is due primarily to growth with existing clients in the Construction Consulting practice in the Southeast Region, including Georgia and Florida DOT’s. To a lesser extent, the increase for the quarter was the addition of a large contract with the Army Corps of Engineers in New Orleans.

Engineering fees in our Civil Engineering segment increased 20.8% to $25.9 million in the three-month period ended June 30, 2006 from $21.5 million in the same period in 2005. During the three-month period ended June 30, 2006, the Civil Engineering segment experienced an increase in engineering fees resulting from the addition of several large lump sum contracts with the Department of Defense. The increase in engineering fees was partly offset by the onset of a slow down in the private sector residential market in the third quarter of fiscal year 2006 and the winding down of work related to the administration and management of debris removal from the large response projects resulting from the calendar years 2004 and 2005 hurricanes that hit Florida.

Our Environmental Services segment experienced growth in its engineering fees for the three-month period ended June 30, 2006 as compared to the same period in 2005. Engineering fees increased 14.4% to $34.3 million in the three-month period ended June 30, 2006 from $30.0 million in the same period in 2005. The increase is primarily attributable to organic growth, including two significant new contracts with FEMA and the State of Georgia and a new contract with the California Department of Water Resources. To a lesser extent, engineering fees increased as a result of the April 30, 2006 acquisition of EIP. Engineering fees from EIP, following the acquisition, were approximately $1.4 million for the three-month period ended June 30, 2006.

Net Earned Revenue


	Three Months Ended June 30,
*(Dollars in thousands)*	2006		2005		$ Change		% Change
Transportation Services	$	41,759	$	38,103	$	3,656	9.6	%
Construction Management		19,619		17,884		1,735	9.7	%
Civil Engineering		21,603		17,682		3,921	22.2	%
Environmental Services		27,553		24,334		3,219	13.2	%

Total Net Earned Revenues	$	110,534	$	98,003	$	12,531	12.8	%

Net earned revenue (“NER”) was $110.5 million during the three-month period ended June 30, 2006 as compared to $98.0 million in the same period in 2005, representing an increase of 12.8%. This increase was directly related to the increase in engineering fees, as previously explained.


	Three Months Ended June 30,
*(Dollars in thousands)*	2006		% of NER		2005		% of NER
Transportation Services	$	13,160	31.5	%	$	12,130	31.8	%
Construction Management		4,173	21.3	%		5,160	28.9	%
Civil Engineering		4,315	20.0	%		3,776	21.4	%
Environmental Services		6,745	24.5	%		5,657	23.2	%

Total Direct Reimbursable Expenses	$	28,393	25.7	%	$	26,723	27.3	%

In addition, the change in our NER is affected by the fluctuation in our direct reimbursable expenses. Direct reimbursable expenses is primarily comprised of subcontractor costs and other direct non-payroll reimbursable charges including travel and travel related costs, blueprints and equipment where the Company is responsible for procurement and management of such cost components on behalf of the Company’s clients. These direct reimbursable expenses are principally passed through to our clients with minimal or no mark-up. As a percentage of NER, direct reimbursable expenses decreased by 1.6% to 25.7% for the three-month period ended June 30, 2006 from 27.3% in the same period in 2005. The decrease was driven by the Construction Management and Civil Engineering segments. This decrease was partially offset by an increase experienced by the Environmental Services segment.

As a percentage of NER, direct reimbursable expenses for our Transportation Services segment decreased slightly by 0.3% to 31.5% for the three-month period ended June 30, 2006 from 31.8% in the same period in 2005. Direct reimbursable expenses grew at a lower rate than NER in the three-month period ended June 30, 2006 when compared to the same period in 2005.

In our Construction Management segment, direct reimbursable expenses, as a percentage of NER, decreased by 7.6% to 21.3% in the three-month period ended June 30, 2006 from 28.9% in the same period in 2005. This decrease was primarily due to a market shift from direct reimbursable projects to more lump sum and all-inclusive billing rates contracts in the Central and Southeast regions. The shift started in fiscal year 2005 and has continued into fiscal year 2006.

Direct reimbursable expenses in the Civil Engineering segment decreased, as a percentage of NER, by 1.4% to 20.0% in the three-month period ended June 30, 2006 from 21.4% in the same period in 2005. The decrease as a percentage of NER is due to the more profitable lump sum contracts with the Department of Defense added in fiscal year 2006, which generated a higher increase in engineering fees in proportion to the increase in direct reimbursable expenses. During fiscal year 2005, the Civil Engineering incurred significant subcontractors’ costs and travel and lodging costs for the hundreds of employees overseeing debris removal in the areas affected by the hurricanes that hit Florida in calendar years 2004 and 2005.

Our Environmental Services segment experienced an increase of 19.2% in direct reimbursable expenses for the three-month period ended June 30, 2006 when compared to the same period in 2005. As a percentage of NER, direct reimbursable expenses increased by 1.3% to 24.5% for the three-month period ended June 30, 2006 from 23.2% in the same period in 2005. This increase was due primarily to the use of subcontractors required with the contracts acquired with the EIP acquisition and the new contract with the Department of Water Resources in the State of California, as previously stated.

Operating Income


	Three Months Ended June 30,
*(Dollars in thousands)*	2006			% of NER		2005			% of NER
Transportation Services	$	3,981		9.5	%	$	6,841		18.0	%
Construction Management		2,615		13.3	%		3,726		20.8	%
Civil Engineering		(1,031	)	-4.8	%		2,125		12.0	%
Environmental Services		1,341		4.9	%		4,617		19.0	%

Total Operating Income		6,906		6.2	%		17,309		17.7	%
M isappropriation Loss (Recoveries) and Investigation and Related Costs, net		2,834		2.6	%		(13,011	)	-13.3	%

Total Operating Income before Misappropriation Loss and Investigation and Related Costs, net	$	9,740		8.8	%	$	4,298		4.4	%

Operating income was $6.9 million in the three-month period ended June 30, 2006 as compared to $17.3 million in the same period in 2005 representing a decrease of 60.1%. The decrease in total operating income in the three-month period ended June 30, 2006 when compared to the same period in 2005 was primarily due to a net reduction of $14.6 million in gain from recovered assets and an increase of $1.2 million in investigation related costs. All segments had decreases in operating income in the three-month period ended June 30, 2006 as compared to the same period in 2005. Operating income, as a percentage of NER, decreased by 11.5% to 6.2% in the three-month period ended June 30, 2006 from 17.7% in the same period in 2005. All segments, also experienced decreases in operating income as a percentage of NER, in the three-month period ended June 30, 2006 as compared to the same period in 2005.

We believe that operating income before misappropriation loss and investigation and related costs is a useful measure in evaluating our results of operations because the misappropriation loss, recoveries and investigation and related costs are unusual items which do not reflect the costs or revenues of our provision of services in the given year. While the misappropriation occurred over a long period, the recoveries and investigation costs are realized when recovered or incurred and not in relation to the period when the misappropriation occurred. We believe this measure is helpful for us and for our investors to evaluate the results of our operations and make comparisons between periods.

Operating income before misappropriation loss and investigation and related costs, net was $9.7 million for the three-month period ending June 30, 2006 as compared to $4.3 million for the same period in 2005, representing an increase of 126.6%. Operating income before misappropriation loss and related costs, net, as a percentage of NER, increased by 4.4% to 8.8% in the three-month period ended June 30, 2006 from 4.4% in the same period in 2005. Misappropriation loss and investigation and related costs, net are treated as corporate overhead costs, and as such, are allocated to each respective segment. The allocation is based on the segments’ proportionate share of general and administrative (“G&A”) costs to total Company G&A costs.

As a percentage of NER, the Transportation Services segment’s operating income decreased by 8.5% to 9.5.% in the three-month period ended June 30, 2006 from 18.0% in the same period in 2005. This decrease is primarily driven by the increase in misappropriation loss and investigation and related costs, net. As a percentage of NER, the Transportation Services segment’s operating income before misappropriation loss and investigation and related costs, net increased by 6.6% to 12.0% in the three-month period ended June 30, 2006 from 5.4% in the same period in 2005. This increase experienced by the Transportation Services segment was driven by new projects and additional assignments on existing contracts awarded by the Nevada DOT and City of Atlanta.

As a percentage of NER, the Construction Management segment experienced a decrease in operating income of 7.5% to 13.3% in the three-month period ended June 30, 2006 as compared to 20.8% in the same period in 2005. This decrease is primarily driven by the increase in misappropriation loss and investigation and related costs, net. As a percentage of NER, the Construction Management segment experienced an increase in operating income before misappropriation loss and related costs, net, of 6.6% to 15.4% in the three-month period ended June 30, 2006 as compared to 8.8% in the same period in 2005. The increase is due in part to a large contract with the Army Corps of Engineers in New Orleans. In addition, the Construction Management segment experienced significant growth, with existing clients, in their Construction Consulting practice in the Southeast Region, including Georgia and Florida DOTs

The Civil Engineering segment operating loss was $1.0 million for the three-month period ended June 30, 2006 as compared to income of $2.1 million for the same period in 2005. This decrease is primarily driven by the increase in misappropriation loss and investigation and related costs, net. The Civil Engineering segment operating loss before misappropriation loss and investigation and related costs, net was $0.4 million for the three-month period ended June 30, 2006 as compared to a loss of $0.8 million for the same period in 2005. The improvement resulted from the addition of several large lump sum contracts with the Department of Defense. This segment’s operating results was negatively impacted during the three-month period ended June 30, 2006 by a slow down in the private sector residential market and the winding down of work related to the administration and management of debris removal from the large response projects resulting from the calendar years 2004 and 2005 hurricanes.

The Environmental Services segment experienced a decrease in operating income of 244.3% in the three-month period ended June 30, 2006 when compared to the same period in 2005. This decrease is primarily driven by the increase in misappropriation loss and investigation and related costs, net. The Environmental Services segment experienced an increase in operating income before misappropriation loss and investigation and related costs, net of 38.2% in the three-month period ended June 30, 2006 when compared to the same period in 2005. This increase was primarily due to the addition of two significant new contracts with FEMA and the State of Georgia and the California Department of Water Resources. To a lesser extent, the acquisition of EIP also contributed to the improvements in operating income before misappropriation loss and investigation and related costs, net.

Costs

Costs consist principally of direct salaries that are chargeable to clients and overhead and general and administrative expenses.

Direct Salaries and Direct Costs


	Three Months Ended June 30,
*(Dollars in thousands)*	2006		% of NER		2005		% of NER
Transportation Services	$	15,324	36.7	%	$	14,435	37.9	%
Construction Management		7,485	38.2	%		7,304	40.8	%
Civil Engineering		8,014	37.1	%		6,638	37.5	%
Environmental Services		9,548	34.7	%		8,649	35.5	%

Total Direct Salaries and Direct Costs	$	40,371	36.5	%	$	37,026	37.8	%

Direct salaries and direct costs primarily includes direct salaries and to a lesser extent unreimburseable direct costs. Direct salaries and direct costs were $40.4 million for the three-month period ended June 30, 2006, as compared to $37.0 million for the same period in 2005, representing an increase of 9.0%. This increase is directly related to the increase in engineering fees. As a percentage of NER, all segments experienced a decrease from a year ago. On a Company basis, direct salaries and direct costs as a percentage of NER decreased by 1.3% to 36.5% for the three-month period of 2006 from 37.8% for the same period in 2005.

The Transportation Services segment experienced an increase in direct salaries and direct costs of 6.2% to $15.3 million in the three-month period ended June 30, 2006 compared to $14.4 million in the same period in 2005. However, as a percentage of NER, direct salaries and direct costs decreased by 1.2% to 36.7% in the three-month period ended June 30, 2006 from 37.9% in the same period in 2005, reflecting improvements in capturing labor billable costs to clients.

Direct salaries and direct costs in the Construction Management segment increased 2.6%, and as a percentage of NER, direct salaries and direct costs decreased by 2.6% to 38.2% in the three-month period ended June 30, 2006 from 40.8% in the same period in 2005. This decrease is due to increased chargeability and higher profitability resulting from the shifting of direct reimbursable projects to lump sum and all-inclusive billing rates contracts in the Central and Southeast regions, as previously explained.

Direct salaries and direct costs in the Civil Engineering segment increased 20.7%, and as a percentage of NER, direct salaries and direct costs decreased slightly by 0.4% to 37.1% in the three-month period ended June 30, 2006 from 37.5% in the same period in 2005. This slight decrease was due in part from the higher profitability of the lump sum contracts with the Department of Defense, as previously explained.

Direct salaries and direct costs in the Environmental Services segment increased 10.4%, and as a percentage of NER, direct salaries decreased by 0.8% to 34.7% in the three-month period ended June 30, 2006 from 35.5% in the same period in 2005. The increase in direct salaries and direct costs was due primarily to the professional staff added with the acquisitions of EIP and LWC, as previously explained. As a percentage of NER, direct salaries and direct costs stayed proportionately in line with NER in the three-month period ended June 30, 2006 as compared to the same period in 2005.

General and Administrative Costs, including Indirect Salaries

The other component of costs is indirect costs, which include indirect salaries, and general and administrative costs.


	Three Months Ended June 30,
*(Dollars in thousands)*	2006		% of NER		2005		% of NER
Transportation Services	$	7,920	19.0	%	$	7,246	19.0	%
Construction Management		3,505	17.9	%		2,746	15.4	%
Civil Engineering		5,186	24.0	%		4,091	23.1	%
Environmental Services		6,156	22.3	%		5,098	21.0	%

Total Indirect Salaries	$	22,767	20.6	%	$	19,181	19.6	%

Indirect salaries increased 18.7% to $22.8 million during the three-month period ended June 30, 2006 from $19.2 million in the same period in 2005. Indirect salaries as a percentage of NER increased by 1.0% to 20.6% in the three-month period ended June 30, 2006 from 19.6% in the same period in 2005.

Indirect salaries for the Transportation Services segment increased 9.3% to $7.9 million in the three-month period ended June 30, 2006 from $7.2 million in the same period in 2005. As a percentage of NER, indirect salaries for the Transportation Services segment stayed flat at 19.0% for the three-month period ended June 30, 2006 and 2005, respectively.

The Construction Management segment experienced an increase in indirect salaries of 27.6% to $3.5 million in the three-month period ended June 30, 2006 from $2.7 million in the same period in 2005. As a percentage of NER, indirect salaries increased by 2.5% to 17.9% in the three-month period ended June 30, 2006 as compared to 15.4% in the same period in 2005. The increase in indirect salaries was due primarily to the start-up costs incurred with the new at-risk construction management services and the additional expenditure incurred in marketing and business development in the West and Southeast regions, as previously explained.

Indirect salaries for the Civil Engineering segment increased 26.8% to $5.2 million in the three-month period ended June 30, 2006 from $4.1 million for the same period in 2005. As a percentage of NER, indirect salaries increased by 0.9% to 24.0% in the three-month period ended June 30, 2006 from 23.1% in the same period in 2005. This increase resulted from a slow down in the private sector residential market and carrying staff in anticipation of an active hurricane season, which did not occur.

The Environmental Services segment experienced an increase in indirect salaries of 20.8% to $6.2 million in the three-month period ended June 30, 2006 from $5.1 million in the same period in 2005. As a percentage of NER, indirect salaries increased by 1.3% to 22.3% in the three-month period ended in June 30, 2006 as compared to 21.0% in the same period in 2005. The increase in indirect salaries was primarily due to decreased chargeability partially due to the transition of the EIP acquisition and additional focus on marketing and business development.


	Three Months Ended June 30,
*(Dollars in thousands)*	2006		% of NER		2005		% of NER
Transportation Services	$	13,516	32.4	%	$	14,364	37.7	%
Construction Management		5,600	28.5	%		6,262	35.0	%
Civil Engineering		8,772	40.6	%		7,791	44.1	%
Environmental Services		9,768	35.5	%		9,081	37.3	%

Total General & Administrative Costs	$	37,656	34.1	%	$	37,498	38.3	%

General and administrative (“G&A”) costs increased slightly, to $37.7 million for the three-month period ended June 30, 2006 from $37.5 million in the same period in 2005. G&A, as a percentage of NER, decreased by 4.2% to 34.1% in the three-month period ended June 30, 2006 from 38.3% in the same period in 2005. All segments experienced decreases in G&A as a percentage of NER for the three-month period ended June 30, 2006 as compared to the same period in 2005. The slight increase in G&A was the result of increases in medical insurance premiums and flex benefits resulting from rising costs of $2.5 million, professional fees of $388,000, travel and entertainment of $518,000, rent expense for real estate of $364,000, payroll taxes of $579,000, depreciation and amortization of $546,000, and communication expenses of $352,000. Offsetting these increases were a reduction in incentive compensation of $4.1 million, a reduction in legal settlements and fees of $1.5 million, and a decrease in deferred compensation of $438,000. These costs are generally considered corporate costs which benefit all segments and are allocated to the respective segments based on the individual segments’ proportionate share of G&A costs as compared to total Company G&A costs.

Misappropriation Loss and Investigation and Related Costs

As described elsewhere in this Form 10-Q, during the three months ended June 30, 2005, we recorded a gain from recovered assets totaling $14.5 million. Additionally, for the three-month period ended June 30, 2006 and 2005, we incurred approximately $2.7 million and $1.5 million, respectively in costs to investigate and quantify the impact of the embezzlement, and in costs related to the recovery and maintenance of certain assets. The recorded gain from recovered assets and the investigation and related costs have been allocated to our segments based on the individual segments’ proportionate share of G&A costs to total Company G&A costs.

Nine months Ended June 30, 2006 Compared to Nine months Ended June 30, 2005

Engineering Fees


	Nine Months Ended June 30,
*(Dollars in thousands)*	2006		2005		$ Change		% Change
Transportation Services	$	154,201	$	144,951	$	9,250	6.4	%
Construction Management		67,096		62,960		4,136	6.6	%
Civil Engineering		86,725		85,392		1,333	1.6	%
Environmental Services		93,122		82,033		11,089	13.5	%

Total Engineering Fees	$	401,144	$	375,336	$	25,808	6.9	%

Engineering fees for the nine-month period ended June 30, 2006, were $401.1 million $375.3 million in the same period in 2005, representing a 6.9% increase. Substantially all of the increase was in the Environmental Services and Transportation Services segments.

In the Transportation Services segment, engineering fees increased 6.4% to $154.2 million in the nine-month period ended June 30, 2006 from $145.0 million in the same period in 2005. The increase included new projects and additional assignments on existing contracts awarded by the Texas DOT (“TxDOT”), Nevada DOT and City of Atlanta.

Engineering fees from our Construction Management segment increased 6.6% to $67.1 million in the nine-month period ended June 30, 2006 from $63.0 million in the same period in 2005. The increase is due primarily to growth with existing clients in the Construction Consulting practice in the Southeast Region, including Georgia and Florida DOT’s. To a lesser extent, the increase for the quarter was the addition of a large contract with the Army Corps of Engineers in New Orleans.

Engineering fees from Civil Engineering services increased 1.6% to $86.7 million in the nine-month period ended June 30, 2006 from $85.4 million in the same period in 2005. The increase in engineering fees was primarily attributable to the addition of several large lump sum contracts with the Department of Defense, mostly offset by the winding down of the work related to the administration and management of the debris removal of the calendar years 2004 and 2005 hurricanes in Florida and a slow down in the private sector residential market, which started in the third quarter of fiscal year 2006.

Engineering fees in our Environmental Services segment experienced an increase of 13.5% to $93.1 million in the nine-month period ended June 30, 2006 from $82.0 million in the same period in 2005. The increase is primarily attributable to organic growth, including two significant new contracts with FEMA and the State of Georgia and a new contract with the California Department of Water Resources. To a lesser extent, engineering fees increased as a result of the February 1, 2005 acquisition of LWC and the acquisition of EIP on April 30, 2006. The nine-month period impact in engineering fees from the LWC acquisition from the comparable period a year ago was approximately $1.9 million. The engineering fees from EIP, following the acquisition, were $1.4 million for the nine-month ended June 30, 2006.

Net Earned Revenue


	Nine Months Ended June 30,
*(Dollars in thousands)*	2006		2005		$ Change		% Change
Transportation Services	$	118,725	$	110,909	$	7,816	7.0	%
Construction Management		55,624		49,093		6,531	13.3	%
Civil Engineering		73,000		59,359		13,641	23.0	%
Environmental Services		75,078		67,371		7,707	11.4	%

Total Net Earned Revenues	$	322,427	$	286,732	$	35,695	12.4	%

Net earned revenue was $322.4 million for the nine-month period ended June 30, 2006 as compared to $286.7 million in the same period in 2005, representing an increase of 12.4%. This increase was directly related to the increase in engineering fees, as previously explained, and a reduction in direct reimbursable expenses, which is explained below.


	Nine Months Ended June 30,
*(Dollars in thousands)*	2006		% of NER		2005		% of NER
Transportation Services	$	35,476	29.9	%	$	34,042	30.7	%
Construction Management		11,472	20.6	%		13,867	28.2	%
Civil Engineering		13,725	18.8	%		26,033	43.9	%
Environmental Services		18,044	24.0	%		14,662	21.8	%

Total Direct Reimbursable Expenses	$	78,717	24.4	%	$	88,604	30.9	%

In addition, the change in our NER is affected by the fluctuation in our direct reimbursable expenses. Direct reimbursable expenses is primarily comprised of subcontractor costs and other direct non-payroll reimbursable charges including travel and travel related costs, blueprints and equipment where the Company is responsible for procurement and management of such cost components on behalf of the Company’s clients. These direct reimbursable expenses are principally passed through to our clients with minimal or no mark-up. As a percentage of NER, direct reimbursable expenses decreased by 6.5% to 24.4% for the nine-month period ended June 30, 2006 from 30.9% in the same period in 2005. The decrease was principally driven by the Civil Engineering, Transportation Services and Construction Management segments.

In our Transportation Services segment, direct reimbursable expenses as a percentage of NER decreased by 0.8% to 29.9% for the nine-month period ended June 30, 2006 from 30.7% in the same period in 2005. The decrease primarily resulted from decreased use of sub consultants.

In our Construction Management segment, direct reimbursable expenses as a percentage of NER decreased by 7.6% to 20.6% in the nine-month period ended June 30, 2006 from 28.2% in the same period in 2005. This decrease was primarily due to a market shift from direct reimbursable projects to more lump sum and all-inclusive billing rates contracts in the Central and Southeast regions. The shift started in fiscal year 2005 and has continued into fiscal year 2006.

In the Civil Engineering segment direct reimbursable expenses as a percentage of NER decreased by 25.1% to 18.8% for the nine-month period ended June 30, 2006 from 43.9% in the same period in 2005. The decrease was primarily due to a significant reduction in subcontractors costs related to debris removal from the Florida hurricanes in calendar 2004 and 2005. In fiscal year 2005, the Civil Engineering incurred significant subcontractors’ costs and travel and lodging costs for the hundreds of employees overseeing debris removal in the areas affected by the disasters.

Our Environmental Services segment experienced an increase of 23.1% in direct reimbursable expenses in fiscal year 2006 when compared to fiscal year 2005. This increase was due primarily to the use of subcontractors required with the contracts acquired with the EIP and LWC acquisitions and the new contract with the Department of Water Resources in the State of California, as previously stated.

Operating Income


	Nine Months Ended June 30,
*(Dollars in thousands)*	2006		% of NER		2005			% of NER
Transportation Services	$	7,873	6.6	%	$	14,548		13.1	%
Construction Management		3,745	6.7	%		5,743		11.7	%
Civil Engineering		3,658	5.0	%		4,716		7.9	%
Environmental Services		1,530	2.0	%		6,585		9.8	%

Total Operating Income		16,806	5.2	%		31,592		11.0	%
Misappropriation Loss (Recoveries) and Investigation and Related Costs, net		9,200	2.9	%		(9,273	)	-3.2	%

Total Operating Income before Misappropriation Loss and Investigation and Related Costs, net	$	26,006	8.1	%	$	22,319		7.8	%

Operating income was $16.8 million in the nine-month period ended June 30, 2006 as compared to $31.6 million in the same period in 2005 representing a decrease of 47.6%. The decrease in total operating income is primarily the result of an increase in investigation and related costs of $9.2 million, and a reduction gain from recovered assets of $12.9 million, offset by a decrease of $3.6 million in misappropriation loss. Also contributing to the decrease in operating income is an increase in indirect salaries resulting from the transition of new acquisitions and additional time spent on business development. The Company also experienced increases in general and administrative (“G&A”) costs, which is explained below. All segments had decreases in operating income in the nine-month period ended June 30, 2006 when compare to the same period in 2005. Operating income, as a percentage of NER, decreased by 5.8% to 5.2% in the nine-month period ended June 30, 2006 from 11.0% in the same period in 2005. All segments experienced decreases in operating income as a percentage of NER in the nine-month period ended June 30, 2006 as compared to the same period in 2005.

Operating income before misappropriation loss and investigation and related costs, net was $26.0 million for the nine-month period ending June 30, 2006 as compared to $22.3 million in the same period in 2005, representing an increase of 16.5%. Operating income before misappropriation loss and related costs, net, as a percentage of NER, increased slightly by 0.3% to 8.1% in the nine-month period ended June 30, 2006 from 7.8% in the same period in 2005. Misappropriation loss and investigation and related costs, net are treated as corporate overhead costs, and as such, are allocated to each respective segment. The allocation is based on the segments’ proportionate share of general and administrative (“G&A”) costs to total Company G&A costs.

As a percentage of NER, the Transportation Services segment’s operating income decreased by 6.5% to 6.6% in the nine-month period ended June 30, 2006 from 13.1% in the same period in 2005. This decrease is primarily driven by the increase in misappropriation loss and investigation and relates costs, net. As a percentage of NER, the Transportation Services segment’s operating income before misappropriation loss and investigation and related costs, decreased by 0.6% to 9.4% in the nine-month period ended June 30, 2006 from 10.0% in the same period in 2005. The slight decrease was due to the lower multipliers on some contracts.

The Construction Management segment experienced a decrease in operating income of 53.4% in the nine-month period ended June 30, 2006 when compared to the same period in 2005. This decrease was primarily driven by the increase in misappropriation loss and investigation and relates costs, net. The Construction Management segment experienced an increase in operating income before misappropriation loss and related costs, net, of 25.6% in the nine-month period ended June 30, 2006 when compared to the same period in 2005. The increase was primarily due to a market shift from direct reimbursable projects to more lump sum and all-inclusive billing rates contracts in the Central and Southeast regions, as previously explained. This increase was partly offset by costs associated with the new at-risk construction management services initiated in fiscal year 2006 and the additional expenditures incurred in marketing and business development in the West and Southeast regions. Additional costs were also incurred in promoting safety initiatives throughout this segment.

As a percentage of NER, the Civil Engineering segment operating income decreased by 2.9% to 5.0% in the nine-month period ended June 30, 2006 from 7.9% in fiscal year 2005. This decrease was primarily driven by the increase in misappropriation loss and investigation and relates costs, net. As a percentage of NER, the Civil Engineering segment operating income before misappropriation loss and investigation and related costs, net increased by 3.5% to 7.9% in the nine-month period ended June 30, 2006 from 4.4% in fiscal year 2005. This increase resulted primarily from the addition of several large lump sum contracts with the Department of Defense, partly offset with the reduction of work associated with the disaster projects and the onset of the decline in the private sector residential market during the third quarter of fiscal year 2006, as previously explained.

The Environmental Services segment experienced a decrease in operating income of 330.4% in the nine-month period ended June 30, 2006 when compared to the same period in 2005. This decrease was primarily driven by the increase in misappropriation loss and investigation and relates costs, net. The Environmental Services segment experienced a decrease in operating income before misappropriation loss and investigation and related costs, net of 12.9% in the nine-month period ended June 30, 2006 when compared to the same period in 2005. As a percentage of NER, the Environmental Services segment had a decrease of 1.4% to 5.1% in the nine-month period ended June 30, 2006, compared to 6.5% in the same period in 2005. This decrease was primarily due to decreased chargeability, partially due to the transition of the acquisitions and expenditures for marketing and business development.

Costs

Costs consist principally of direct salaries that are chargeable to clients and overhead and general and administrative expenses.

Direct Salaries and Direct Costs


	Nine Months Ended June 30,
*(Dollars in thousands)*	2006		% of NER		2005		% of NER
Transportation Services	$	43,414	36.6	%	$	41,890	37.8	%
Construction Management		21,724	39.1	%		20,305	41.4	%
Civil Engineering		27,157	37.2	%		22,433	37.8	%
Environmental Services		25,997	34.6	%		23,738	35.2	%

Total Direct Salaries and Direct Costs	$	118,292	36.7	%	$	108,366	37.8	%

Direct salaries and direct costs primarily includes direct salaries and to a lesser extent unreimburseable direct costs. Direct salaries and direct costs were $118.3 million for the nine-month period ended June 30, 2006, as compared to $108.4 million in the same period in 2005, representing an increase of 9.2%. This increase is directly related to the increase in engineering fees and higher profitability on new contracts. As a percentage of NER, all segments experienced a decrease from a year ago. Direct salaries and direct costs, as a percentage of NER, decreased by 1.1% to 36.7% in the nine-month period ended June 30, 2006 from 37.8% in the same period in 2005.

Direct salaries and direct costs in the Transportation Services segment increased 3.6% to $43.4 million for the nine-month period ended June 30, 2006 from $41.9 million in the same period in 2005. However, as a percentage of NER, direct salaries and direct costs decreased by 1.2% to 36.6% for the nine-month period ended June 30, 2006 from 37.8% in the same period in 2005, reflecting improvements in capturing labor billable costs to clients.

Direct salaries and direct costs in the Construction Management segment increased 7.0% to $21.7 million for the nine-month period ended June 30, 2006 from $20.3 million in the same period in 2005. As a percentage of NER, direct salaries and direct costs decreased by 2.3% to 39.1% for the nine-month period ended June 30, 2006 from 41.4% in the same period in 2005. This decrease is due to increased chargeability and higher profitability resulting from the shifting of direct reimbursable projects to lump sum and all-inclusive billing rates contracts in the Central and Southeast regions, as previously explained.

Direct salaries and direct costs in the Civil Engineering segment increased 21.1% to $27.2 million for the nine-month period ended June 30, 2006 from $22.4 million in the same period in 2005. As a percentage of NER, direct salaries and direct costs decreased by 0.6% to 37.2% for the nine-month period ended June 30, 2006 from 37.8% in the same period in 2005. This decrease was due in part from the higher profitability of the lump sum contracts with the Department of Defense, as previously explained.

Direct salaries and direct costs in the Environmental Services segment increased 9.5% to $26.0million for the nine-month period ended June 30, 2006 from $23.7 million in the same period in 2005. This increase was due primarily to the professional staff added with the acquisitions of EIP and LWC, as previously explained. As a percentage of NER, direct salaries and direct costs decreased by 0.6 to 34.6 % in the nine-month period ended June 30, 2006 from 35.2% in the same period in 2005.

General and Administrative Costs, including Indirect Salaries

The other component of costs is indirect costs, which include indirect salaries, and general and administrative costs.


	Nine Months Ended June 30,
*(Dollars in thousands)*	2006		% of NER		2005		% of NER
Transportation Services	$	23,898	20.1	%	$	21,287	19.2	%
Construction Management		9,812	17.6	%		8,163	16.6	%
Civil Engineering		14,389	19.7	%		12,032	20.3	%
Environmental Services		17,458	23.3	%		15,544	23.1	%

Total Indirect Salaries	$	65,557	20.3	%	$	57,026	19.9	%

Indirect salaries increased 15.0% to $65.6 million during the nine-month period ended June 30, 2006 from $57.0 million in the same period in 2005. Indirect salaries, as a percentage of NER, increased by 0.4% to 20.3% for the nine-month period ended June 30, 2006 from 19.9% in the same period in 2005.

The Transportation Services segment experienced an increase in indirect salaries of 12.3% to $23.9 million in the nine-month period ended June 30, 2006 from $21.3 million in the same period in 2005. As a percentage of NER, indirect salaries increased by 0.9% to 20.1% for the nine-month period ended June 30, 2006 from 19.2% in the same period in 2005. Transportation Services segment was impacted by the temporary stoppage on bidding for new jobs with the TxDOT during the latter part of fiscal year 2006, as previously explained.

The Construction Management segment experienced an increase in indirect salaries of 20.2% to $9.8 million in the nine-month period ended June 30, 2006 from $8.2 million in the same period in 2005. As a percentage of NER, indirect salaries increased by 1.0% to 17.6% in the nine-month period ended June 30, 2006 from 16.6% in the same period in 2005. The increase in indirect salaries was due primarily to the start-up costs incurred with the new at-risk construction management services and the additional expenditure incurred in marketing and business development in the West and Southeast regions, as previously explained.

The Civil Engineering segment experienced an increase in indirect salaries of 19.6% to $14.4 million for the nine-month period ended June 30, 2006 from $12.0 million in the same period in 2005. As a percentage of NER, indirect salaries decreased by 0.6% to 19.7% for the nine-month period ended June 30, 2006 from 20.3% in the same period in 2005. This decrease resulted from higher profitability on the lump sum contracts with the Department of Defense, partly offset by the slow down in the private sector residential market.

Indirect salaries in our Environmental Services segment increased by 12.3% to $17.5 million for the nine-month period ended June 30, 2006 from $15.5 million in the same period in 2005. Indirect salaries, as a percentage of NER increased slightly by 0.2% to 23.3% for the nine-month period ended June 30, 2006 from 23.1% in the same period in 2005. The increase in indirect salaries was primarily due to decreased chargeability partially due to the transition of the EIP acquisition and additional focus on marketing and business development.


	Nine Months Ended June 30,
*(Dollars in thousands)*	2006		% of NER		2005		% of NER
Transportation Services	$	40,250	33.9	%	$	36,615	33.0	%
Construction Management		18,806	33.8	%		16,419	33.4	%
Civil Engineering		25,696	35.2	%		22,262	37.5	%
Environmental Services		27,820	37.1	%		23,725	35.2	%

Total General & Administrative Costs	$	112,572	34.9	%	$	99,021	34.5	%

G&A costs increased 13.9%, to $112.6 million for the nine-month period ended June 30, 2006 from $99.0 million during same period in 2005. G&A as a percentage of NER increased by 0.4% to 34.9% in the nine-month period ended June 30, 2006 from 34.5% in the same period in 2005. All segments experienced increases in G&A in the nine-month period ended June 30, 2006 as compared to the same period in 2005. The majority of the increase is primarily related to increased medical insurance premiums and flex benefits resulting from rising costs of $5.4 million, professional fees of $0.8 million, travel and entertainment of $1.3 million, rent expense for real estate of $1.4 million, payroll taxes of $1.7 million, equipment and vehicle leases and related expenses of $1.0 million, and depreciation and amortization of $0.8 million. We also incurred additional expenses for insurance, deferred compensation, legal settlements and fees, and software and computer supplies. The increase in G&A in the nine-month period ended June 30, 2006 over the same period in 2005 was partly offset by a decrease in incentive compensation of $2.5 million. These costs are generally considered corporate costs which benefit all segments and are allocated to the respective segments based on the individual segments’ proportionate share of G&A costs as compared to total Company G&A costs.

Misappropriation Loss and Investigation and Related Costs

The participants also surrendered approximately 174,000 shares of the Company’s common stock. These shares were recorded at estimated fair value and a gain on recovery of misappropriated assets of $4.7 million was recognized for the three and nine-month periods ended June 30, 2005. The gain from recovered assets is included in misappropriation loss, net of recoveries in the accompanying condensed consolidated statements of operations for the three and nine-month periods ended June 30, 2005.

The following table sets forth the components of the misappropriation loss and related investigation expenses:


	Three Months Ended June 30,						Nine Months Ended June 30,
*(Dollars in thousands)*	2006			2005			2006			2005
Misappropriation loss	$	—		$	—		$	—		$	3,636
Less: gain from recovered assets		116			(14,531	)		(1,633	)		(14,531	)

Misappropriation loss (recoveries), net		116			(14,531	)		(1,633	)		(10,895	)

Legal fees		786			642			3,649			697
Forensic accounting fees and related costs		1,945			772			6,395			812
Other		(13	)		106			789			113

Investigation and related costs		2,718			1,520			10,833			1,622

Total	$	2,834		$	(13,011	)	$	9,200		$	(9,273	)

During the three and nine-month periods ended June 30, 2005, we recorded a gain from recovered assets totaling $14.5 million. For the nine-month period ended June 30, 2005, we recorded a misappropriation loss of $3.6 million. During the three and nine-month periods ended June 30, 2006, we recorded a loss from recovered assets totaling $116,000 and a gain of $1.6 million, respectively. The gain of $1.6 million for the nine-month period ended June 30, 2006 included $1.4 million gain related to real estate assets recovered which were classified as assets held for sale. Additionally, for the three and nine-month period ended June 30, 2005, we incurred approximately $1.5 million and $3.3 million, respectively, in costs to investigate and quantify the impact of the embezzlement, and in costs related to the recovery and maintenance of certain assets. For the three and nine-month period ended June 30, 2006, we incurred approximately $2.7 million and $10.8 million, respectively in investigation and related costs. The recorded gains and losses from recovered assets and the investigation and related costs have been allocated to our segments based on the individual segments’ proportionate share of general and administrative costs to total Company general and administrative costs.

Income Taxes

The Company’s effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Significant judgment is required in determining the effective tax rate and in evaluating the Company’s tax positions. The Company establishes reserves when, despite its belief that the tax return positions are fully supportable, it believes that certain positions, if challenged, will likely be resolved unfavorably to us. These reserves are adjusted in light of changing facts and circumstances, such as the progress of a tax audit or current developments in tax law. The Company’s annual tax rate includes the impact of reserve provisions and changes to reserves. While it is often difficult to predict the final outcome or the timing of resolution of any particular matter, the Company believes that its reserves reflect the probable outcome of known tax contingencies. Resolution of the tax contingencies would be recognized as an increase or decrease to the Company’s tax rate in the period of resolution. During the three and nine-month periods ended June 30, 2006 the Company reversed a tax contingency accrual related to research and development tax credits taken on the Company’s tax return by approximately $1.0 million due to the expiration of the statute of limitations related to such credits. The reversal decreased the Company’s effective tax rate by 17.9% and 7.2% for the three and nine-month periods ended June 30, 2006, respectively.

2.	Financial Condition and Capital Resources

Cash Flows from Operating Activities

Net cash provided by operating activities totaled $2.7 million for the nine-month period ended June 30, 2006 as compared to $19.3 million for the same period in 2005. The reduction in net cash provided by operating activities during the nine-month period ended June 30, 2006 from the same period in 2005 was primarily due to a reduction in accounts payable and accrued expenses and an increase in accounts receivable. The decrease in net cash provided by operating activities was partly offset by the proceeds from the disposal of assets held for sale offset by a reduction of liabilities related to assets held for sale, and the provision for deferred taxes for the nine-month period ended June 30, 2006.

Approximately 80% of our revenues are billed on a monthly basis. The remaining amounts are billed when we reach certain stages of completion as specified in the contracts. Payment terms for accounts receivable and unbilled fees, when billed, are net 30 days. Unbilled fees decreased 3.4%, to $67.3 million at June 30, 2006 from $69.7 million at September 30, 2005. The decrease in unbilled fees was due to improvements in permitting billing for work performed and earned as of June 30, 2006.

Accounts receivable, net increased by 23.1% to $83.1 million at June 30, 2006, from $67.5 million at September 30, 2005 primarily due to the growth in engineering fees. The balance in the allowance for doubtful accounts at June 30, 2006 and September 30, 2005 was $1.6 million and $1.2 million, respectively.

During fiscal year 2007, we have incurred additional costs in connection with the investigations and with the restatement of our previously issued consolidated financial statements. We have incurred $3.4 million during the fourth quarter of fiscal year 2006. We have also incurred, during fiscal year 2007, an additional $3.7 million in investigation related legal expenses and approximately $800,000 in overhead rate and financial statement audit related expenses during fiscal year 2007. Additionally, we expect to spend approximately $23.2 million in client reimbursements during fiscal year 2007, and an additional $5.8 million thereafter. We may also incur additional fees and penalties from various government regulatory agencies as a result of the final outcome of the ongoing investigations.

Cash Flows from Investing Activities

Net cash used in investing activities was $13.3 million and $8.4 million for the nine-month period ended June 30, 2006 and June 30, 2005, respectively. Investing activity were primarily related to fixed asset purchases, such as survey equipment, computer equipment, furniture, and leasehold improvements and acquisitions.

During the nine-month period ended June 30, 2005, we completed two acquisitions. On October 1, 2004 we acquired 100% of the stock of Croslin Associates, Inc. for a purchase price of $727,000, net of cash acquired, comprised of $397,000 in cash, $30,000 held in escrow and 11,111 shares of our common stock valued at approximately $300,000. On February 1, 2005 we acquired 100% of the stock of Land and Water Consulting, Inc. for a purchase price of $1,337,000, net of cash acquired of $13,000, for $323,000 in cash and 33,862 shares of our common stock valued at approximately $914,000.

Cash Flows from Financing Activities

Net cash used in financing activities for the nine-month period ended June 30, 2006 was $12.0 million, as compared to cash used in financing activities of $3.9 million in the same period in 2005. The increase in net cash used in financing activities during the nine-month period ended June 30, 2006 from the same period in 2005 was primarily attributable to an increase in the payments for the repurchase of common stock from employees of $5.2 million and a decrease in the proceeds from the sale of common stock to employees of $5.1 million. As previously explained, the Company did not offer any common stock to its employees in fiscal year 2006. The increase in net cash used in financing activities was partly offset by an increase in borrowings under our line of credit of $2.4 million.

Capital Resources

We have a $58 million line of credit agreement, inclusive of $10 million in letters of credit, with Bank of America, N.A. (the “Bank”). The original expiration date on the line of credit is June 30, 2008. The letters of credit reduce the maximum amount available for borrowing. As of June 30, 2006 and September 30, 2005, we had letters of credit totaling $5.4 million and $3.4 million, respectively. No amounts have been drawn on any of these letters of credit. As a result of the issuance of these letters of credit, the maximum amount available for borrowing under the line of credit was $49.9 million and $54.6 million as of June 30, 2006 and September 30, 2005, respectively. Although our most significant source of cash has historically been generated from operations, in the event that cash flows from operations are insufficient to cover our working capital needs, we would access our revolving line of credit facility.

The interest rate (5.85% and 4.36% at June 30, 2006 and September 30, 2005, respectively) on the revolving line of credit ranges from LIBOR plus 50 basis points to prime minus 125 basis points if our funded debt coverage ratio is less than 2.5. The range increases to LIBOR plus 75 basis points to prime minus 100 basis points if our funded debt coverage ratio is between 2.5 and 3.0. The amounts outstanding under the revolving line of credit were $2.8 million and $0 as of June 30, 2006 and September 30, 2005, respectively. The increase in the line of credit was primarily related to the payment of client reimbursement liabilities during the nine-months ended June 30, 2006.

On March 19, 2001, the Company entered into a mortgage note with an original principal amount of $9.0 million due in monthly installments starting on April 16, 2001, with interest. Interest on the mortgage is LIBOR plus the floating rate margin of not less than 65 basis points and not greater than 90 basis points. A balloon payment is due on the mortgage on March 16, 2011. The effective interest rate on the mortgage note was 5.92% and 4.51% at June 30, 2006 and September 30, 2005, respectively. We used an interest rate swap (“the Swap”) agreement in order to minimize the adverse impact of the floating interest rate characteristics of the Company’s long term debt obligations. The swap effectively converted the floating interest rate on the note payable to a fixed rate of 6.28%. On March 16, 2006, the Company’s swap expired. Our adjustable rate mortgage calls for an interest rate based on the 30 day LIBOR plus a margin of .065%. We do not anticipate entering into any additional swap agreements.

Our capital expenditures are generally for purchases of property and equipment. The Company spent $8.6 million and $6.0 million on such expenditures for the nine-month period ended June 30, 2006 and 2005, respectively.

A stock offering usually takes place on an annual basis for a one week period during the month of March. The Company suspended the stock offering window for March 2006 until the final impact of the restatement of the Company’s consolidated financial statements was determined. The Company is planning to open the stock window for fiscal year 2007 in June 2007. During this offering, shares of the Company’s common stock will be available for sale to employees of the Company, pursuant to The PBSJ Corporation Stock Ownership Plan.

The stock window will also allow existing shareholders to offer shares of common stock for sale to the Company. Under the corporate by-laws, the Company has the first right of refusal to purchase these shares. If the Company declines to purchase the offered shares, they are offered to the Employee Profit Sharing and Stock Ownership Plan and Trust (ESOP) and then to all shareholders. The Company believes it will be able to fund purchases it chooses to execute using cash from operations and accessing the revolving credit line facility, if necessary. Should the number of shares offered for sale potentially cause the Company to violate its debt covenants, the Company would restrict the purchase of shares until compliance is achieved. As of April 30, 2007 there were 6,668,606 shares held by employees with a total value of approximately $162.3 million.

We believe that our existing financial resources, together with our cash flow from operations and availability under our revolving line of credit, will provide sufficient capital to fund our operations for fiscal year 2006 and beyond.

Inflation

The rate of inflation has not had a material impact on our operations. Moreover, if inflation remains at its recent levels, it is not expected to have a material impact on our operations for the foreseeable future.

3.	Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements other than operating leases for most of our office facilities and certain equipment. Minimum operating lease obligations payable in future years are presented below in Contractual Obligations.

4.	Related Party Transactions

We lease office space in a building which houses our Marietta, Georgia operations from BCE Properties, which is owned and controlled by James Belk. Mr. Belk is a former owner of Welker and a Vice-President and Project Director of ours. The lease was assumed in connection with our acquisition of Welker in March 2003. The rental cost of the space is $17,600 per month. On May 31, 2006, the lease expired and was not renewed. In June 2006, we moved our Marietta, Georgia operations to a new location.

We lease office space in a building which houses our Missoula, Montana operations from Cedar Enterprises, which is owned and controlled by Charlie K. Vandam. Mr. Vandam is a former owner of LWC and a Senior Program Manager of ours. The lease was assumed in connection with our acquisition of LWC in February 2005. The rental cost of the space is $9,500 per month.

We lease office space in a building which houses our Helena, Montana operations from Prickly Pear Enterprises, which is owned and controlled by Paul Callahan. Mr. Callahan is a former owner of LWC and a Vice-President and Senior Division Manager of ours. The lease was assumed in connection with our acquisition of LWC in February 2005. The rental cost of the space is $1,800 per month.

Pursuant to the Company’s by-laws, the Company is permitted to repurchase stock by delivery of a promissory note to the employee. On February 23, 2006 the Company repurchased 46,000 shares and 3,400 shares, respectively, of the Company’s stock from Richard Wickett and Kathryn J. Wilson in the original principal amounts of $1.2 million and $92,000, respectively. The shares were repurchased for $27.00 per share which represents the September 30, 2004 share price. At June 30, 2006, the Company had an accrual of $49,400 for the difference between the purchase price and the September 30, 2005 share value of $28.00. The notes currently bear interest at the rate of 7.5% per annum and such rate is adjusted to the then current prime rate of Bank of America on December 31^st of each year. Accrued interest and $1 of principal is due monthly on the notes with all remaining principal and accrued interest due and payable on the five year anniversary of the date of issuance. The balances of the notes and the accrual for the stock price differential were approximately $1.4 million at June 30, 2006 and were included in other liabilities in the accompanying condensed consolidated balance sheet.

5.	Recent Accounting Pronouncements

In May 2005, the FASB issued SFAS No. 154 (“SFAS 154”),“Accounting Changes and Error Corrections” (“SFAS 154”), which replaces APB Opinion No. 20“Accounting Changes” and SFAS No. 3 “Reporting Accounting Changes in Interim Financial Statements.” SFAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS 154 also requires that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed a restatement. SFAS 154 is effective for accounting changes and correction of errors made in the first annual reporting period beginning after December 15, 2005. We early adopted SFAS 154 and have reported and disclosed the correction of errors in our previously reported consolidated financial statements in accordance with SFAS 154. The other reporting and disclosure requirements of SFAS 154 did not have a material impact on our consolidated financial statements.

6.	Critical Accounting Policies

For a discussion of our critical accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Form 10-K for the fiscal year ended September 30, 2005.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

We are subject to interest rate risk through outstanding balances on our variable rate debt. We may mitigate this risk by paying down additional outstanding balances on our variable rate loans, refinancing with fixed rate permanent debt or obtaining cash flow hedges. We do not hold market-risk sensitive instruments for trading purposes. We entered into one derivative financial instrument, a swap agreement, to hedge cash flows related to the LIBOR interest rate risk. On March 10, 2006, our swap expired. We hold no other financial instruments or derivative commodity instruments to hedge any market risk, nor do we currently plan to employ them in the near future. Our adjustable rate mortgage calls for an interest rate based on the 30-day LIBOR plus a margin of .065%. We do not anticipate entering into any additional swap agreements.

The interest rate (5.85% and 4.36% at June 30, 2006 and 2005, respectively) on our revolving line of credit and mortgage note ranges from LIBOR plus 50 basis points to prime minus 125 basis points, if our funded debt coverage ratio is less than 2.5. The range increases to LIBOR plus 75 basis points to prime minus 100 basis points, if our funded debt coverage ratio is between 2.5 to 3.0. We mitigate interest rate risk by continually monitoring interest rates and electing the lower of the LIBOR or prime rate option available under the line of credit or mortgage note. As of June 30, 2006, the fair value of the debt approximates the outstanding principal balance due to the variable rate nature of such instruments.

The interest rates under our revolving line of credit and mortgage note are variable and accordingly we have exposure to market risk. To the extent that we have borrowings outstanding, there is market risk relating to the amount of such borrowings. We estimate that a one-percentage point increase in interest rates for debt outstanding of $10.3 million as of June 30, 2006 would have resulted in additional annualized interest costs of approximately $103,000. This analysis did not consider the impact of the swap since it expired in March 2006. As of April 30, 2007, debt outstanding has increased to $28.2 million primarily due to payments made for client reimbursements under our line of credit. We estimate that a one-percentage point increase in interest rates for this debt would result in additional annualized interest costs of approximately $282,000.

The sensitivity analysis, described above, contains certain simplifying assumptions (for example, it does not consider the impact of changes in prepayment risk or credit spread risk). Therefore, although it gives an indication of our exposure to changes in interest rates, it is not intended to predict future results and our actual results will likely vary.

Item 4.

Controls and Procedures

Attached as exhibits to this Form 10-Q are certifications of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities and Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Audit Committee and management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon, and as of the date of, this

evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective, because of the material weaknesses discussed below. In light of the material weaknesses described below, the Company performed additional procedures to ensure that the consolidated financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

Material Weakness in Internal Control Over Financial Reporting

A material weakness (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 2) is a control deficiency, or combinations of control deficiencies, that results in more than a remote risk that a material misstatement in our annual or interim financial statements will not be prevented or detected. The Company identified the following material weaknesses:

1) Entity-Level Controls

The Company did not design and maintain effective entity-level controls as defined inInternal Control—Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission(“COSO”). This deficiency relates to the risk assessment component of internal control as defined by COSO. Specifically:

The Company did not conduct a formal fraud risk assessment to consider the risk of material misstatements due to fraud, giving consideration to potential fraud schemes, or other internal or external factors such as pressures or incentives affecting the Company. A fraud risk assessment is designed to identify and evaluate fraud risk factors that could enable fraud to occur within the organization. The fraud risk assessment involves an expanded focus on considerations of where fraud risk factors may exist within the entity and the potential fraud schemes that could be perpetrated.

This condition constitutes deficiencies in both the design and operation of entity-level controls.

2) Inadequate Controls Related to the Closing and Financial Reporting Cycles

Several significant deficiencies in the design and operating effectiveness of internal controls over the monthly close, quarterly, and year-end reporting cycles were identified which were considered material weaknesses when aggregated. Specifically, the significant deficiencies include inaccurate and untimely bank reconciliations, reconciliations of year-end journal entries to the general ledger and identification and accounting for loss contracts in progress on a timely basis. The affected accounts include cash, fixed assets, unbilled fees, accounts payable, engineering fees and direct reimbursable expenses.

Status of Remediation of Prior Year and Currently Identified Material Weaknesses

We have implemented several changes to our internal control over financial reporting in response to the material weaknesses identified in our 2005 Form 10-K and those described above. To address the material weaknesses, we have implemented the following procedures:

•

We have emphasized certain controls and improved the controls designed to safeguard our cash assets and have implemented additional segregation of duties.

•

We have enhanced our expertise by hiring new accounting and finance personnel with substantial knowledge of financial accounting principles and procedures

•

We have engaged consultants with significant expertise in the areas of income tax and governmental accounting to advise and provide support in these areas.

•

Controls have been enhanced to restrict access to software, operating systems and Company data along with a review of access privileges.

•

We have begun hiring additional internal audit professionals who will be responsible for performing the fraud risk assessment and monitoring the Company’s internal controls.

Changes in Internal Control Over Financial Reporting

Except as described above, there have been no changes to the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended June 30, 2006, that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any system’s design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of a system’s control effectiveness into future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II. Other Information

ITEM 1.

Legal Proceedings

We are party to several pending legal proceedings arising from our operations. We believe that we have sufficient professional liability insurance such that the outcome of any of these proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position or results of operations. However, if our insurance company were to deny coverage for a significant judgment or if a judgment were entered against us in an amount greater than our coverage, it could adversely affect our results of operations and financial position.

We maintain a full range of insurance coverages, including workers’ compensation, commercial general liability (which includes property coverage), commercial automobile, and professional liability (which includes pollution coverage). Our professional liability coverage is on a “claims-made basis” meaning the coverage applies to claims made during a policy year regardless of when the causative action took place. All other coverages are “occurrence-basis” meaning that the policy in place when the injury or damage occurred is the policy that responds regardless of when the claim is made. Our professional liability limits per policy year are $45 million with a per claim deductible of $125,000 plus an annual aggregate of $3 million. Based on our experience with claims and lawsuits we believe that the current levels of coverage are adequate for all of our present operational activities although such coverages may not prove to be adequate in all cases. A successful catastrophic claim or aggregate of several large claims in amounts in excess of our insurance coverages in any policy year could have a material adverse effect on our financial position and results of operation.

Misappropriation Loss

The Company determined that the misappropriation scheme led to the overstatement of overhead rates that the Company used to determine billings in connection with certain of our government contracts. As a result, some of our government clients were overcharged for the Company’s services. During the review of the overhead rate calculations, the Company identified certain instances of costs erroneously included in our overhead cost pool which were unallowable under applicable regulations and an error in our calculation of our overhead rate, which related to certain general and administrative costs. The Company determined that the unallowable costs and general and administrative errors also led to the overstatement of overhead rates which the Company used in connection with certain government contracts.

The Audit Committee, at the direction of the Corporate Board, disclosed the overstatement of our overhead rate to our clients and other appropriate government agencies, including the Department of Justice (“DOJ”). We have been cooperating with our clients and such agencies to determine the amount of our reimbursement obligations and any other amounts we may be obligated to pay in order to resolve these issues. The DOJ and certain other governmental entities have been investigating the misappropriations and the overstatement of overhead rates.

In July 2006, we entered into a settlement agreement with the State of Texas Department of Transportation which resolves all claims that the State of Texas may have had against us for overpayments related to the restatement of overhead rates on billings on or before April 30, 2006 under contracts with that agency based on our payment of approximately $5.4 million and provides for the determination of the appropriate overhead rate for billings after April 30, 2006. In November 2006, we entered into a settlement agreement with the Florida Department of Transportation which resolves all claims that agency may have had against us for the overstatement of rates on billings through September 30, 2005 (and with respect to cost contracts through September 30, 2006) under our contracts with them based on our payment of approximately $12.5 million. This settlement agreement also provided for the determination of the appropriate overhead rate refund for fiscal year 2006 billings under fixed price contracts. The refund amount was finalized in March 2007 and totaled $0.4 million.

The ouststanding settlements described above are included in the accrued reimbursement liability in the Company’s condensed consolidated financial statements at June 30, 2006 and September 30, 2005. Those settlements which were settled subsequent to June 30, 2006 are included in the accrued reimbursement liability at June 30, 2006. We are in discussions with our remaining government clients to enter into settlement agreements in order to satisfy any refund obligations, which are in various stages of settlement.

Our Board of Directors, with the assistance of the CAC and the Audit Committee, instituted immediate corrective actions and began implementing long-term measures to implement new financial controls and establish procedures to safeguard assets and to establish more accurate accounting and financial reporting practices. These long-term measures are included within our new Ethics and Compliance Program.

In an effort to recover assets that were misappropriated, the Company has instituted lawsuits against certain persons who received money from one or more of the participants in the embezzlement scheme. The Company continues to incur costs associated with such lawsuits, and the Company may not prevail in these lawsuits. In the event that the Company does prevail, the Company may not actually recover assets from the persons who were sued by the Company.

In the course of our investigation of the accounting irregularities and misappropriations, it was determined that there were possible violations relating to past political contributions by us and certain of our employees. The United States Attorney’s Office for the Southern District of Florida (Miami) and the Federal Bureau of Investigation have conducted an investigation relating to improper campaign contributions including improper use of political action committees. We produced documents and other information to the government and fully cooperated with the authorities. Criminal charges have been filed against two of the Company’s former chairmen. Authorities have verbally informed the Company’s external legal counsel that unless adverse additional information is discovered they do not intend to charge the Company. Therefore, we at the present time believe it unlikely that criminal charges will be filed against us in this matter, but the authorities are not precluded from bringing charges, and circumstances may change.

ITEM1A.

Risk Factors

In addition to the factors discussed elsewhere in this Report, the following risks and uncertainties could materially adversely affect the Company’s business, financial condition, and results of operations. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial also may impair the Company’s business operations and financial condition.

Certain Risks Related to Our Marketplace and Our Operations

We are involved in litigation, legal proceedings and governmental investigations, which could have a material adverse effect on our profitability and financial position.

We are involved in litigation, legal proceedings and governmental investigations that are significant and described in more detail in Item 3 “Legal Proceedings”. Such litigation, proceedings and investigations could have a material adverse effect on our profitability and financial position if decided adversely.

Unpredictable downturns in the financial markets, and reduced federal, state and local government budget spending could cause our revenues to fluctuate and adversely affect our revenue and operating results.

Downturns in the financial markets can impact the capital expenditures of our clients. In particular, our private sector clients, and the markets in which we provide services, may from time to time experience periods of economic decline. Any prolonged downturn in the financial markets could negatively impact our ability to determine demand for our services. We cannot be certain that economic or political conditions will be generally favourable or that there will not be significant fluctuations adversely affecting our industry as a whole or key markets we target.

The demand for our government related services is contingent upon the level of government funding for new and existing infrastructure projects. As such, government funding is dependent upon policy objectives being in line with infrastructure needs. Any shift in policy away from these initiatives can impact our ability to secure current funding for projects and obtain new projects.

We operate in a highly competitive market. If we are unable to offer competitive services, our business may be adversely affected.

We have numerous competitors in the various marketplaces in which we operate. Our competitors range from large diversified firms having substantially greater financial resources and a larger technical staff than us, to smaller more specialized, low cost structure niche firms. It is not possible to estimate the extent of competition which our present or future activities will encounter because of changing competitive conditions, customer requirements, technological developments, political environments and other factors.

We continue to see significant price competition and customer demand for higher service completion levels. There is also significant price competition in the marketplace for federal, state and local government contracts as a result of budget issues, political pressure and other factors beyond our control. Our operating results could be negatively impacted should we be unable to achieve the necessary revenue growth to sustain profitable operating margins within our service lines.

Pending or future governmental audits could result in findings which require downward adjustments of our revenue; and, under certain circumstances, could cause us to incur significant liabilities or restrict our business activities.

We are party to numerous contracts with government agencies, which require strict compliance with applicable laws, regulations, standards and contractual requirements. These agencies routinely conduct financial statement audits, attestation audits, or performance audits of their contracts to detect and report material non-compliance, fraud, internal control deficiencies, and to ensure adherence to generally accepted government auditing standards which include AICPA fieldwork standards.

If these audits identify costs which have been incorrectly billed, either directly or indirectly, to government contracts, the government agencies may not reimburse us for these costs, or if we have already been reimbursed, we may be required to refund these reimbursements.

Our internal controls may not prevent or detect specific isolated or deceitful violations of applicable laws, regulations, standards or contractual requirements. If these agencies determine that we or one of our subcontractors has engaged in illegal conduct, we may be subject to civil or criminal penalties, and this may impair our ability to obtain new work.

We derive a significant portion of our engineering fees from a few clients, and the loss of these clients could have a material adverse impact on our financial performance.

In fiscal 2006, we derived approximately 25% of our engineering fees from various districts and departments of the FDOT and the TxDOT under numerous contracts. While we believe the loss of any individual contract would not have a material adverse effect on our results of operations and would not adversely impact our ability to continue work under our other contracts with these clients, the loss of all the FDOT or the TxDOT contracts would have a material adverse effect on our results of operations by causing a material decrease in our engineering fees and profits.

Our backlog is subject to cancellation and unexpected adjustments, which could have a negative impact on future earnings.

Backlog represents the revenues associated with contracted task orders which are scheduled to commence in future periods, less previously recognized revenue on such task orders. Projects may remain in our backlog for prolonged periods of time prior to commencement, and our ability to realize revenues from our backlog is contingent on the availability of funding from federal, state and local government agencies. Most government agency contracts contain cancellation clauses, which if exercised, would cause a reduction in our backlog, and adversely affect future revenues. Future project cancellations and scope adjustments could further reduce the dollar amount of our backlog and the revenues and profits that we actually earn.

If we are unable to accurately estimate the revenues, costs, time and resources on our contractual commitments, we may incur a lower profit or loss on the contract.

We generally earn revenue for the services we provide through three principal types of contracts; cost-plus, time-and-materials, and fixed price contracts. Cost-plus contracts are usually subject to negotiated ceiling amounts, and limit the recovery of certain specified indirect costs. If we underestimate our costs, and our costs exceed the contract ceiling amount, we may not be reimbursed for such costs. Under time-and-materials contracts, we negotiate hourly billing rates and charge our clients based on actual time expended. If we underestimate our total contract costs, we may not recover these costs from our client, and the project may not be profitable for us. Under fixed price contracts, we receive a fixed sum negotiated in advance, regardless of actual costs incurred. If we underestimate our revenue and costs for the specified scope of work, we may experience significant over-runs and negatively impact profit margin or realize a loss on the contract. Under these types of contracts, we bear the inherent risk that actual performance cost may exceed the estimated contract price.

If we are unable to retain and recruit highly qualified personnel to fulfill our contractual obligations, our business may be adversely affected.

Our employees are our most valuable resource. Many of our technical personnel are highly specialized in their respective disciplines. Since we derive substantially all of our engineering fees from services performed by our professional staff, our failure to retain and attract professional staff could negatively impact our ability complete our projects and secure new contracts.

Failure to meet the covenants of our existing revolving credit facility could result in the loss of use of our available line of credit.

Failure to meet any of the covenant terms of our existing revolving credit facility could result in an event of default. If an event of default occurs, and we are unable to receive a waiver of default, our lender may increase our borrowing costs, restrict our ability to obtain additional borrowings, accelerate all amounts outstanding or enforce their interest against all collateral pledged. In the past, we have obtained written waivers of default from our lender, but no assurances can be given that we will be able to obtain the necessary waivers in the future. In addition, we can not declare dividends or incur additional debt without written approval from our lender, which could significantly restrict our ability to raise additional capital. Our inability to raise additional capital could lead to working capital deficits that could have a materially adverse effect on our operations in future periods.

We may be negatively impacted as a result of litigation or other proceedings relating to past political contributions by us and certain of our employees.

In the course of our investigation of the accounting irregularities and misappropriation, it was determined that there were possible irregularities relating to past political contributions by us and certain of our employees. The United States Attorney’s Office for the Southern District of Florida and the Federal Bureau of Investigation are now conducting an investigation into this matter. An unfavorable resolution or outcome resulting from this investigation may cause irreparable damage to our reputation and negatively impact our ability to secure new contracts with existing governmental clients.

Certain Risks Related to Owning Our Stock

Because no public market exists for our stock, the ability of our shareholders to sell their common stock is limited.

There is no public market for our common stock. In order to provide some liquidity to our shareholders, we have historically maintained a limited annual stock offering period, which we call the stock window. The stock window has permitted existing shareholders to offer their shares for sale back to us during a predetermined period at a price determined by an appraisal. Although the stock window is intended to provide some liquidity to shareholders, the aggregate number of shares offered for sale during the stock window may be greater than the aggregate number of shares sought to be purchased by authorized buyers. As a result, sell orders may be prorated, and shareholders may not be able to sell all of the shares they desire to sell during the stock window. We did not open the stock window in fiscal year 2006, and there is no guarantee the stock window will be open or will not be delayed in future periods. Shareholders who desire to sell their shares in the future will only be able to do so if there are authorized buyers willing to purchase such shares during an open stock window.

The ability of shareholders to sell or transfer their common stock is restricted.

Only our employees, directors, and The PBSJ Employee Profit Sharing and Stock Ownership Plan and Trust (“ESOP”) may own our common stock. We have incorporated significant restrictions on the transfer of our common stock which limit our shareholders’ ability to sell their stock. All shares must be initially offered for sale back to us at the price determined by an appraisal. If we decline to purchase the shares, the ESOP Plan may purchase such shares. Should the ESOP Plan decline to purchase the shares, the shareholders may offer their shares for sale to other shareholders who are full-time employees. The other shareholders have the right to purchase such shares based on each shareholder’s proportionate ownership of all issued shares. Because our shares are subject to transfer restrictions, shareholders who desire to sell all their shares may not be able to do so.

Pursuant to the Company’s by-laws, the Company is permitted to repurchase stock by delivery of a promissory note to the employee. Because the principal payable pursuant to any such promissory note may be paid at any time prior to the five year anniversary of the date of issuance, a stockholder may not receive a cash payment for his shares until such five year anniversary.

Because we do not intend to pay dividends, our shareholders will benefit from an investment in our common stock only if our stock price appreciates.

We have never declared or paid dividends to holders of our common stock. We expect to retain all future earnings for investment in our business, and do not expect to pay any cash dividends in the near future. As a result, the positive return of an investment in our common stock is solely dependable on future appreciation in value of our common stock and future earnings. There is no guarantee that our stock will appreciate in value or even maintain the original price at which it was purchased.

The value of our stock may be negatively impacted by current and future governmental agency investigations.

An unfavorable resolution or outcome resulting from working with various government agencies to resolve the amount or reimbursement obligations may result in a material adverse impact to our enterprise value, and may adversely impact the future value of our share price. In addition, we are currently under investigation by the United States Attorney’s Office for the Southern District of Florida and the Federal Bureau of Investigation for possible irregularities relating to past political contributions made by us and certain of our employees. In the event that criminal charges are filed against the, the future value of our share price may be impacted.

ITEM 2.

Issuer Purchases of Equity Securities by Issuer and Affiliated Purchasers


	Total Number of Shares Repurchased⁽¹⁾	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Be Purchased Under the Plans or Programs
April 1 - April 30	67,299	$	28.00	—	—
May 1 - May 31	40,509	$	28.00	—	—
June 1 - June 30	34,382	$	28.00	—	—

Total	142,190	$	28.00	—	—

⁽¹⁾	During fiscal 2005, any stock repurchases totaling more than $300,000 were paid to employees at 90% of the total value in cash, and 10% of total value by delivery of a promissory note.

ITEM 3.

Defaults Upon Senior Securities

None.

ITEM 4.

Submission of Matters to a Vote of Security Holders

None.

ITEM 5.

Other Information

None.

ITEM 6.

Exhibits

A list of exhibits to this Report is set forth in the Exhibit Index appearing elsewhere in this Report and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


				The PBSJ Corporation
				(Registrant)

Dated: May 24, 2007				/s/ John B. Zumwalt
				John B. Zumwalt
				Chairman and Chief Executive Officer

Dated: May 24, 2007				/s/ Donald J. Vrana
				Donald J. Vrana
				Senior Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description
31.1		Rule 13a-14(a) certification by John B. Zumwalt, III, Chairman and Chief Executive Officer.

31.2		Rule 13a-14(a) certification by Donald J. Vrana, Senior Vice President and Chief Financial Officer.

32		Certification of by John B. Zumwalt, III, Chairman and Chief Executive Officer and Donald J. Vrana, Senior Vice President and Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Positive
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Uncertain
Constraining
Legalese
Litigious
Readability	H.S. sophomore Avg

PBSJ Inactive 10-Q2006 Q3 Quarterly report

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