##### Table of Contents





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 March 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 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.)

4030 West Boy Scout Boulevard, Suite 700

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.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).     ̈  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                |  |                         |  |  
|----------------------- |  | ---------------------------------------------- |  | ----------------------- |  | -
|Large accelerated filer |  |  ̈                                              |  | Accelerated filer       |  |  ̈
|                        |  |                                                | 
|Non-accelerated filer   |  | x  (Do not check if Smaller Reporting Company) |  | Small reporting company |  |  ̈

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, 2010, there were 16,538,927 shares of Common Stock Class A, $0.00067 par value per share, outstanding.









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##### Table of Contents

THE PBSJ CORPORATION

Form 10-Q

For the Quarterly Period Ended March 31, 2010

Table of Contents



|            |  |                                                                                       |  |     
|----------- |  | ------------------------------------------------------------------------------------- |  | ----
|ITEM
NUMBER |  | CAPTION                                                                               |  | PAGE
|PART I:     |  | FINANCIAL INFORMATION                                                                 |  |     
|            |  |                                                                                      
|Item 1.     |  | Unaudited Condensed Consolidated 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                            |  | 34  
|            |  |                                                                                      
|Item 4.     |  | Controls and Procedures                                                               |  | 34  
|            |  |                                                                                      
|PART II.    |  | OTHER INFORMATION                                                                     |  |     
|            |  |                                                                                      
|Item 1.     |  | Legal Proceedings                                                                     |  | 35  
|            |  |                                                                                      
|Item 1A.    |  | Risk Factors                                                                          |  | 35  
|            |  |                                                                                      
|Item 2.     |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 35  
|            |  |                                                                                      
|Item 3.     |  | Defaults Upon Senior Securities                                                       |  | 35  
|            |  |                                                                                      
|Item 4.     |  | Removed and Reserved                                                                  |  | 35  
|            |  |                                                                                      
|Item 5.     |  | Other Information                                                                     |  | 35  
|            |  |                                                                                      
|Item 6.     |  | Exhibits                                                                              |  | 35  
|            | 
|SIGNATURES  |  | 36                                                                                   



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION

|Item 1. | Unaudited Condensed Consolidated Financial Statements
|------- | -----------------------------------------------------

THE PBSJ CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)



|                                                                                                                                                                            |  |               |         |   |                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                            |  | March 31,2010 |         |   | September 30,2009 |  
|                                                                                                                                                                            |  | (Unaudited)   |         |   |                   |  
|ASSETS                                                                                                                                                                      |  |               |         |   |                   |   |         |  
|Current Assets:                                                                                                                                                             |  |               |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                                                                                   |  | $             | 3,839   |   |                   | $ | 22,253  |  
|Marketable equity securities at fair value                                                                                                                                  |  |               |        |   |                   |   | 3,762   |  
|Accounts receivable, net                                                                                                                                                    |  |               | 90,319  |   |                   |   | 107,838 |  
|Unbilled fees, net                                                                                                                                                          |  |               | 83,187  |   |                   |   | 86,041  |  
|Other current assets                                                                                                                                                        |  |               | 10,374  |   |                   |   | 12,530  |  
|                                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total current assets                                                                                                                                                        |  |               | 187,719 |   |                   |   | 232,424 |  
|Property and equipment, net                                                                                                                                                 |  |               | 35,442  |   |                   |   | 34,887  |  
|Cash surrender value of life insurance                                                                                                                                      |  |               | 12,835  |   |                   |   | 8,100   |  
|Deferred income taxes                                                                                                                                                       |  |               | 11,443  |   |                   |   | 4,000   |  
|Goodwill                                                                                                                                                                    |  |               | 30,607  |   |                   |   | 30,607  |  
|Intangible assets, net                                                                                                                                                      |  |               | 8,437   |   |                   |   | 9,861   |  
|Other assets                                                                                                                                                                |  |               | 3,139   |   |                   |   | 3,396   |  
|                                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total assets                                                                                                                                                                |  | $             | 289,622 |   |                   | $ | 323,275 |  
|                                                                                                                                                                            |  |               |         |   |                   |   |         |  
|                                                                                                                                                                            |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                        |  |               |         |   |                   |   |         |  
|Current Liabilities:                                                                                                                                                        |  |               |         |   |                   |   |         |  
|Accounts payable, accrued expenses and other current liabilities                                                                                                            |  | $             | 107,524 |   |                   | $ | 134,701 |  
|Stock redemption payable                                                                                                                                                    |  |               |        |   |                   |   | 12,705  |  
|Current portion of long-term debt and capital leases                                                                                                                        |  |               | 3,795   |   |                   |   | 787     |  
|Accrued vacation                                                                                                                                                            |  |               | 12,879  |   |                   |   | 13,608  |  
|Billings in excess of costs                                                                                                                                                 |  |               | 9,038   |   |                   |   | 8,456   |  
|Deferred income taxes                                                                                                                                                       |  |               | 18,284  |   |                   |   | 14,994  |  
|                                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total current liabilities                                                                                                                                                   |  |               | 151,520 |   |                   |   | 185,251 |  
|Long-term debt and capital leases, less current portion                                                                                                                     |  |               | 12,016  |   |                   |   | 12,387  |  
|Deferred compensation                                                                                                                                                       |  |               | 14,301  |   |                   |   | 13,434  |  
|Other liabilities                                                                                                                                                           |  |               | 37,232  |   |                   |   | 35,058  |  
|                                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total liabilities                                                                                                                                                           |  |               | 215,069 |   |                   |   | 246,130 |  
|                                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Stockholders Equity:                                                                                                                                                       |  |               |         |   |                   |   |         |  
|Common stock Class A, par value $0.00067, 45,000,000 shares authorized, 16,528,968 and 16,502,370 shares issued and
outstanding at March 31, 2010 and September 30, 2009(1) |  |               | 4       |   |                   |   | 4       |  
|Common stock Class B, non-voting, par value $0.00067, 15,000,000 shares authorized, no shares issued or outstanding at
March 31, 2010 and September 30, 2009(1)             |  |               |        |   |                   |   |        |  
|Preferred stock, par value $0.001, 30,000,000 shares authorized, no shares issued or outstanding at March 31, 2010 and
September 30, 2009(1)                                |  |               |        |   |                   |   |        |  
|Retained earnings                                                                                                                                                           |  |               | 74,899  |   |                   |   | 77,141  |  
|Accumulated other comprehensive (loss)/income                                                                                                                               |  |               | (350    | ) |                   |   | 4       |  
|Employee shareholder loan, unearned compensation and other                                                                                                                  |  |               |        |   |                   |   | (4      | )
|                                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total stockholders equity                                                                                                                                                  |  |               | 74,553  |   |                   |   | 77,145  |  
|                                                                                                                                                                            |  |               |         |   |                   |   |         |  
|Total liabilities and stockholders equity                                                                                                                                  |  | $             | 289,622 |   |                   | $ | 323,275 |  
|                                                                                                                                                                            |  |               |         |   |                   |   |         |  



|(1) | The number of shares authorized and outstanding as of March 31, 2010 and September 30, 2009 have been restated to reflect the increase in
shares authorized on April 12, 2010 and the 3-for-1 stock split on April 15, 2010. For additional information see Note 13 Subsequent Events.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See notes to condensed consolidated financial statements.



3



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THE PBSJ CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

(UNAUDITED)



|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------ |  | --------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                     |  | Three Months EndedMarch 31, |         |   | Six Months EndedMarch 31, |  
|                                     |  | 2010                        |         |   | 2009                      |   |         | 2010 |  |   | 2009    |  
|Revenue                              |  | $                           | 170,704 |   |                           | $ | 206,201 |      |  | $ | 352,176 |   |  | $ | 374,936 |  
|Cost of revenue                      |  |                             | 153,837 |   |                           |   | 180,692 |      |  |   | 320,287 |   |  |   | 330,612 |  
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Gross profit                         |  |                             | 16,867  |   |                           |   | 25,509  |      |  |   | 31,889  |   |  |   | 44,324  |  
|                                     |  |                             |         |  
|General and administrative expenses  |  |                             | 19,202  |   |                           |   | 17,177  |      |  |   | 36,915  |   |  |   | 30,321  |  
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|(Loss)/income from operations        |  |                             | (2,335  | ) |                           |   | 8,332   |      |  |   | (5,026  | ) |  |   | 14,003  |  
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|                                     |  |                             |         |  
|Other income/(expense):              |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Interest expense                     |  |                             | (102    | ) |                           |   | (238    | )    |  |   | (374    | ) |  |   | (666    | )
|Other income, net                    |  |                             | 33      |   |                           |   | 19      |      |  |   | 679     |   |  |   | 30      |  
|(Loss)/gain on interest rate swap    |  |                             | (206    | ) |                           |   | 17      |      |  |   | (165    | ) |  |   | (1,420  | )
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Total other income/(expense)         |  |                             | (275    | ) |                           |   | (202    | )    |  |   | 140     |   |  |   | (2,056  | )
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|(Loss)/income before income taxes    |  |                             | (2,610  | ) |                           |   | 8,130   |      |  |   | (4,886  | ) |  |   | 11,947  |  
|                                     |  |                             |         |  
|(Benefit)/provision for income taxes |  |                             | (873    | ) |                           |   | 3,847   |      |  |   | (1,514  | ) |  |   | 5,727   |  
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net (Loss)/Income                    |  | $                           | (1,737  | ) |                           | $ | 4,283   |      |  | $ | (3,372  | ) |  | $ | 6,220   |  
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|                                     |  |                             |         |  
|Net (Loss)/Income per share:         |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Basic(1)                             |  | $                           | (0.11   | ) |                           | $ | 0.25    |      |  | $ | (0.22   | ) |  | $ | 0.37    |  
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Diluted(1)                           |  | $                           | (0.11   | ) |                           | $ | 0.25    |      |  | $ | (0.22   | ) |  | $ | 0.36    |  
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|                                     |  |                             |         |  
|Weighted Average Shares Outstanding: |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Basic(1)                             |  |                             | 15,600  |   |                           |   | 16,926  |      |  |   | 15,576  |   |  |   | 16,782  |  
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Diluted(1)                           |  |                             | 15,600  |   |                           |   | 17,436  |      |  |   | 15,576  |   |  |   | 17,292  |  
|                                     |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  



|(1) | Net (loss)/income per share and weighted average shares outstanding for the periods ending March 31, 2010 and March 31, 2009 have been
restated to reflect the 3-for-1 stock split on April 15, 2010. For additional information see Note 13 Subsequent Events.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See notes to condensed consolidated financial statements.



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THE PBSJ CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(UNAUDITED)



|                                                                                                   |  |                           |         |   |      |   |          |  
|-------------------------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | -------- | -
|                                                                                                   |  | Six Months EndedMarch 31, |        
|                                                                                                   |  | 2010                      |         |   | 2009 |  
|Cash Flows from Operating Activities:                                                              |  |                           |         |   |      |   |          |  
|Net (loss)/income                                                                                  |  | $                         | (3,372  | ) |      | $ | 6,220    |  
|Adjustments to reconcile net (loss)/income to net cash (used in)/provided by operating activities: |  |                           |         |   |      |   |          |  
|Depreciation and amortization                                                                      |  |                           | 6,220   |   |      |   | 6,592    |  
|Increase in cash surrender value of life insurance                                                 |  |                           | (522    | ) |      |   |         |  
|Loss on disposition of property and equipment                                                      |  |                           | 28      |   |      |   | 84       |  
|(Gain)/loss, other                                                                                 |  |                           | (447    | ) |      |   | 1,420    |  
|Benefit for deferred income taxes                                                                  |  |                           | (3,813  | ) |      |   | (7,445   | )
|Excess tax benefit on vesting of restricted stock                                                  |  |                           | (346    | ) |      |   | (861     | )
|Changes in:                                                                                        |  |                           |         |   |      |   |          |  
|Operating working capital                                                                          |  |                           | (5,281  | ) |      |   | (868     | )
|Non-current assets and liabilities                                                                 |  |                           | 4,478   |   |      |   | 468      |  
|                                                                                                   |  |                           |         |   |      |   |          |  
|Net cash (used in)/provided by operating activities                                                |  |                           | (3,055  | ) |      |   | 5,610    |  
|                                                                                                   |  |                           |         |   |      |   |          |  
|                                                                                                   |  |                          
|Cash Flows from Investing Activities:                                                              |  |                           |         |   |      |   |          |  
|Investment in life insurance policies                                                              |  |                           | (4,213  | ) |      |   | (3,471   | )
|Purchases of marketable equity securities                                                          |  |                           |        |   |      |   | (2,896   | )
|Proceeds from cash surrender of life insurance policies                                            |  |                           |        |   |      |   | 3,964    |  
|Acquisitions and purchase price adjustments, net of cash acquired                                  |  |                           |        |   |      |   | (2,061   | )
|Proceeds from the sale of marketable equity securities                                             |  |                           | 3,876   |   |      |   | 5        |  
|Proceeds from the sale of property and equipment                                                   |  |                           | 99      |   |      |   |         |  
|Purchases of property and equipment                                                                |  |                           | (5,352  | ) |      |   | (6,021   | )
|                                                                                                   |  |                           |         |   |      |   |          |  
|Net cash used in investing activities                                                              |  |                           | (5,590  | ) |      |   | (10,480  | )
|                                                                                                   |  |                           |         |   |      |   |          |  
|                                                                                                   |  |                          
|Cash Flows from Financing Activities:                                                              |  |                           |         |   |      |   |          |  
|Borrowings under line of credit                                                                    |  |                           | 47,764  |   |      |   | 116,000  |  
|Payments under line of credit                                                                      |  |                           | (44,704 | ) |      |   | (116,519 | )
|Principal payments under notes, mortgage payable and capital leases                                |  |                           | (423    | ) |      |   | (427     | )
|Proceeds from refinance of mortgage note, net of cost                                              |  |                           |        |   |      |   | 13,485   |  
|Payoff of existing mortgage note                                                                   |  |                           |        |   |      |   | (6,354   | )
|Proceeds from loans against cash surrender life insurance policies                                 |  |                           |        |   |      |   | 4,027    |  
|Excess tax benefit on vesting of restricted stock                                                  |  |                           | 346     |   |      |   | 861      |  
|Proceeds from sale of common stock and collection of employee shareholders loans                  |  |                           | 4       |   |      |   | 2,940    |  
|Payments for repurchase of common stock                                                            |  |                           | (12,756 | ) |      |   | (5,819   | )
|                                                                                                   |  |                           |         |   |      |   |          |  
|Net cash (used in)/provided by financing activities                                                |  |                           | (9,769  | ) |      |   | 8,194    |  
|                                                                                                   |  |                           |         |   |      |   |          |  
|Net (decrease)/increase in cash and cash equivalents                                               |  |                           | (18,414 | ) |      |   | 3,324    |  
|Cash and cash equivalents at beginning of period                                                   |  |                           | 22,253  |   |      |   | 4,049    |  
|                                                                                                   |  |                           |         |   |      |   |          |  
|Cash and cash equivalents at end of period                                                         |  | $                         | 3,839   |   |      | $ | 7,373    |  
|                                                                                                   |  |                           |         |   |      |   |          |  
|                                                                                                   |  |                          
|Cash paid for interest                                                                             |  | $                         | 535     |   |      | $ | 640      |  
|Cash paid for income taxes                                                                         |  | $                         | 1,398   |   |      | $ | 287      |  

See notes to
condensed consolidated financial statements.



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The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes normally included in financial statements prepared in accordance with
generally accepted accounting principles (GAAP).

In the opinion of management, all adjustments (consisting of
normal recurring adjustments) considered necessary to fairly present the financial position of The PBSJ Corporation, its consolidated subsidiaries and PBS&J Caribe, LLP, PBS&J Caribe Engineering Services, C.S.P. and PBS&J, P.A., its
consolidated affiliates (collectively the Company) as of March 31, 2010, and the results of operations and cash flows have been included. All material inter-company transactions and accounts have been eliminated. The results of
operations for the three and six months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending September 30, 2010.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Annual
Report on Form 10-K for the year ended September 30, 2009.

The Company evaluated events and transactions occurring after
March 31, 2010 and through the issuance of the financial statements.

Stock Valuation

The value of the Companys stock must be determined by a formal valuation analysis performed by one or more independent appraisal
firms at least annually. The stock price established based on the appraisers valuation reports is utilized for the PBSJ Employee Profit Sharing and Stock Ownership Plan and Trust (Trust/ESOP), administration purposes and to set the
price for direct employee-shareholder purchases, sales and redemptions.

The Companys current policy is to utilize three
independent appraisers to provide valuation reports. The two valuations that are closest in value are averaged to produce the stock price, with each receiving a 50% weight. The remaining valuation, designated the outlier, is excluded
from the value calculation. The Audit Committee of the Board of Directors selects the appraisers each year to ensure they are independent and qualified. Willamette Management Associates and Matheson Financial Advisors, Inc. prepared the two
valuations the Company used for the September 30, 2009 valuation that was finalized in January 2010.

Consistent
with generally accepted valuation methodology, the appraisers utilize one or a combination of the following methods:



| | i) | the income approach (discounted cash flow method);
| | -- | --------------------------------------------------



| | ii) | the market approach (guideline public company method and guideline merged and acquired company method); and
| | --- | -----------------------------------------------------------------------------------------------------------



| | iii) | analyses of the Companys condensed consolidated financial statements, interviews with key managers, and external data including comparable merger/acquisition
transactions and national and regional economic reviews.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

While the internal data utilized by the appraisers is
factual and consistent, their valuation reports reflect their professional judgment and are based on many material assumptions regarding future business trends and market conditions.



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The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



The Companys Valuation Committee reviews the valuation reports, including
assumptions used, on behalf of both the Company and the Trust/ESOP and makes a recommendation to both the Trust/ESOP Committee and the Board of Directors whether the indicated stock price should or should not be accepted. The Trust/ESOP Committee
has the opportunity to review the valuation recommendation and make comments before the valuation is accepted.

The
September 30, 2009 valuation resulted in a stock price of $39.31. This stock price was utilized to record stock grants that occurred during the second quarter of fiscal year 2010. The material assumptions used by the two independent appraisers
to determine the stock value at September 30, 2009, were as follows:



|                                                                        |  |             |   |  |             |  
|----------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                        |  | Appraiser 1 |   |  | Appraiser 2 |  
|Discounted Cash Flow Method                                             |  |             |   |  |             |  
|Weighted average cost of capital                                        |  | 14.30       | % |  | 16.00       | %
|                                                                        |  |            
|Guideline Public Company Method                                         |  |             |   |  |             |  
|Earnings before interest and tax multiple                               |  | 7.63        |   |  | 7.25        |  
|Earnings before interest, taxes, depreciation and amortization multiple |  | 6.63        |   |  | 6.02        |  
|Revenue multiple                                                        |  | 0.44        |   |  | 0.30        |  
|                                                                        |  |            
|Guideline Merged and Acquired Company Method                            |  |             |   |  |             |  
|Revenue multiple                                                        |  | 0.40        |   |  | 0.38        |  
|Lack of control discount factor                                         |  | 13          | % |  | 15          | %
|Marketability discount factor                                           |  | 5           | % |  | 5           | %

On
April 12, 2010, the Company effected a 3-for-1 split of the Class A common stock effective April 15, 2010. See Note 13 Subsequent Events below. Adjusting the September 30, 2009 valuation for purposes of the 3-for-1
split, as if it had already occurred on September 30, 2009, would have resulted in an adjusted share price of $13.10 per share. A 10% increase or decrease in any of the assumptions above would result in a range of Class A common stock
prices from $11.79 to $14.41.

Other Employee Stock Sales and Purchases

The Companys bylaws provide that the Companys Board of Directors shall establish a stock offering window at least once per
year. The stock window allows full time and part time regular employees and outside directors to purchase shares of Class A common stock and existing shareholders to offer shares of Class A common stock for sale to the Company. Under the
bylaws, the Company has the right of first refusal to purchase any shares offered to be sold by existing shareholders. If the Company declines to purchase the offered shares, they are offered to the Trust/ESOP and then to all shareholders of
the Company. Shares may be purchased by employees with funds set aside prior to the window through the PBSJ Corporation 2008 Employee Payroll Stock Purchase Plan (ESPP) at 90% of fair value.

In the second quarter of fiscal 2010, before the expected opening of the Companys stock trading window, the Company announced it
was considering alternatives for raising cash. As a result, the Company postponed the expected opening of the stock window during the second quarter of 2010 and has engaged independent appraisers to perform a valuation as of March 31, 2010.
This valuation is expected to be completed by the end of the third quarter.



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##### Table of Contents

The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



At September 30, 2009, the Company had a liability of $12.7 million and a
promissory note of $1.8 million for repurchases during fiscal year 2009 reflected in stock redemption payable and other liabilities, respectively, in the accompanying condensed consolidated balance sheet. During the first quarter of fiscal 2010, the
Company paid all of the stock redemption payable at September 30, 2009. There were no stock redemptions of Class A common stock during the second quarter of fiscal 2010. There was no outstanding balance at March 31, 2010 for
redemptions payable.

Basic and Diluted Earnings per Share

On April 12, 2010, the Company filed Articles of Amendment to its Amended and Restated Articles of Incorporation to increase the
authorized number of Class A common stock from 15,000,000 to 45,000,000, and to effect a 3-for-1 split of the Class A common stock effective April 15, 2010. See Note 13 Subsequent Events below. The share data in the
following table and the related disclosures regarding Class A common stock are presented on a post-split basis for all periods.



|                                                |  |                             |  |                           |  |        |  |       
|----------------------------------------------- |  | --------------------------- |  | ------------------------- |  | ------ |  | ------
|                                                |  | Three Months EndedMarch 31, |  | Six Months EndedMarch 31,
|(Shares in thousands)                           |  | 2010                        |  | 2009                      |  | 2010   |  | 2009  
|Weighted average shares outstanding - Basic     |  | 15,600                      |  | 16,926                    |  | 15,576 |  | 16,782
|Effect of dilutive unvested restricted stock(1) |  |                            |  | 510                       |  |       |  | 510   
|                                                |  |                             |  |                           |  |        |  |       
|Weighted average shares outstanding - Diluted   |  | 15,600                      |  | 17,436                    |  | 15,576 |  | 17,292
|                                                |  |                             |  |                           |  |        |  |       



|(1) | For the three months and six months ended March 31, 2010, unvested restricted stock of approximately 234,000 shares and 193,000, respectively were excluded from
the computation of diluted earnings per share due to their anti-dilutive impact.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Marketable Equity
Securities

Marketable equity securities consist of investments in mutual funds that are considered available-for-sale
securities and are recorded at fair value. Changes in unrealized gains and losses for available-for-sale securities are charged or credited as a component of accumulated other comprehensive income, net of tax. A decline in the fair value of an
available-for-sale security below cost that is deemed other than temporary is charged to earnings. Investment security transactions are recorded on a trade date basis. The cost basis of investments sold is determined by the specific identification
method. The Company sold its marketable equity securities during the three months ended December 31, 2009, and used the proceeds to purchase life insurance policies. Proceeds and net realized gains from sales of available-for-sale securities
were $3.9 million and $0.6 million, respectively, for the six months ended March 31, 2010. The Companys marketable equity securities held at September 30, 2009, were not in an unrealized loss position. The following is a summary of
the Companys marketable equity securities at September 30, 2009:



|                       |  |                          |       |                |   |            |  |   |      
|---------------------- |  | ------------------------ | ----- | -------------- | - | ---------- |  | - | -----
|                       |  | As of September 30, 2009
|(Dollars in thousands) |  | Cost                     |       | UnrealizedGain |   | Fair Value
|Mutual funds           |  | $                        | 3,262 |                | $ | 500        |  | $ | 3,762
|                       |  |                          |       |                |   |            |  |   |      
|Total                  |  | $                        | 3,262 |                | $ | 500        |  | $ | 3,762
|                       |  |                          |       |                |   |            |  |   |      



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The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



Comprehensive Income

Comprehensive income consists of net income and other gains and losses affecting shareholders investment and minimum pension
liability that, under GAAP, are excluded from net income.

The components of comprehensive income are as follows:



|                                                                                |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |       |  
|------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|                                                                                |  | Three Months EndedMarch 31, |        |   | Six Months EndedMarch 31, |  
|(Dollars in thousands)                                                          |  | 2010                        |        |   | 2009                      |   |       | 2010 |  |   | 2009   |  
|Net (loss)/income                                                               |  | $                           | (1,737 | ) |                           | $ | 4,283 |      |  | $ | (3,372 | ) |  | $ | 6,220 |  
|Other comprehensive income:                                                     |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |       |  
|Minimum pension liability adjustment, net of tax                                |  |                             | (24    | ) |                           |   | (84   | )    |  |   | (48    | ) |  |   | (64   | )
|Unrealized gain on marketable equity securities, net of tax                     |  |                             | 2      |   |                           |   | 46    |      |  |   | 2      |   |  |   | 46    |  
|Reclassification to earnings  gain on marketable equity securities, net of tax |  |                             |       |   |                           |   |      |      |  |   | (308   | ) |  |   |      |  
|                                                                                |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |       |  
|Total comprehensive (loss)/income                                               |  | $                           | (1,759 | ) |                           | $ | 4,245 |      |  | $ | (3,726 | ) |  | $ | 6,202 |  
|                                                                                |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |       |  

Recent Accounting Pronouncements

In February 2010, the FASB issued Accounting Standard Update 2010-09, Amendments to Certain Recognition and Disclosure
Requirements (ASU 2010-09). ASU 2010-09 amends ASC 855, Subsequent Events to remove the requirement for SEC filers to disclose the date through which subsequent events have been evaluated. In addition, ASU 2010-09 clarifies
the reissuance disclosure provision related to subsequent events. ASU 2010-09 is effective immediately for financial statements that are issued or revised. The Company adopted the provisions of ASU 2010-09 in the second quarter of fiscal 2010.
Because this update affects the disclosure and not the accounting treatment for subsequent events, the adoption of this provision did not have a material impact on the Companys consolidated financial statements.

In January 2010, the FASB issued Accounting Standards Update 2010-6, Improving Disclosures about Fair Value Measurements,
(ASU 2010-06). ASU 2010-06 provides amendments to FASB ASC 820-10, Fair Value Measurements and Disclosures  Overall, to require expanded disclosures in financial statements about fair value measurements including additional
information regarding assets and liabilities that are transferred between levels of the fair value hierarchy, and provides clarification to existing FASB guidance concerning the level of detail at which fair value disclosures should be made.
The new disclosure standards became effective for the Company for the second quarter of fiscal 2010. Because this update affects disclosure and not the accounting treatment for fair value measurements, the adoption of this provision did not have a
material impact on the Companys consolidated financial statements. The requirement to separately disclose purchases, sales, issuances and settlements in the Level 3 rollforward becomes effective for the Companys fiscal year beginning
October 1, 2010. The Company is currently evaluating the impact of this statement on its consolidated financial statements.

In October 2009, the FASB issued Accounting Standard Update 2009-13, Multiple-Deliverable Revenue Arrangements a consensus of the
FASB Emerging Issues Task Force (ASU 2009-13). ASU 2009-13 amends FASB ASC 605, Revenue Recognition and impacts the determination of when the individual deliverables included in a multiple-element arrangement may be treated as
separate units for accounting purposes. Additionally, ASU 2009-13 modifies the manner in which the transaction consideration is allocated across the separately identified deliverables by no longer permitting the residual method of allocating
arrangement consideration. ASU 2009-13 is effective for the Companys fiscal year beginning October 1, 2011. The Company is currently evaluating the impact of this statement on its consolidated financial statements.



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The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R), (SFAS 167). This guidance is included in FASB ASC 810, Consolidation. SFAS 167 amends the consolidation guidance applicable to variable interest entities and the definition of a variable interest
entity, and requires enhanced disclosures to provide more information about an enterprises involvement in a variable interest entity. This statement also requires ongoing assessments of whether an enterprise is the primary beneficiary of a
variable interest entity. SFAS 167 is effective for the Companys fiscal year beginning October 1, 2011. The Company is currently evaluating the impact of this statement on its consolidated financial statements.

In April 2009, the FASB issued FSP 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That
Arise from Contingencies, (FSP 141(R)-1). This guidance is included in FASB ASC 805-20, Business Combinations. FSP 141(R)-1 amends and clarifies SFAS No. 141(R) to address application issues associated with initial
recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. FSP 141(R)-1 is effective for business combinations occurring in the first quarter of
fiscal 2010. The adoption of this statement did not have a material impact on the Companys consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations,(SFAS 141(R)).
This guidance is included in FASB ASC 805-10, Business Combinations. The objective of SFAS 141(R) is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. The Company is required to adopt the recognition and related disclosure provisions of SFAS 141(R) beginning with interim periods of fiscal year ending September 30, 2010.
The adoption of this statement did not have a material impact on the Companys consolidated financial statements.

In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements,(SFAS 157). This guidance is included in FASB ASC 820, Fair Value Measurements and Disclosures.
SFAS 157 provides guidance for using fair value to measure assets and liabilities. SFAS 157 also requires expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair
value and the effect of fair value measurements on earnings. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. At the beginning of fiscal 2009, the Company partially adopted SFAS 157 as
allowed by FASB Staff Position, (FSP, 157-2). FSP 157-2 delayed the effective date of SFAS 157 for nonfinancial assets and liabilities except those that are recognized or disclosed at fair value in the financial statements on a recurring
basis. FSP 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, which clarified the application of SFAS 157 in inactive markets, was issued in October 2008 and was effective with the adoption of
SFAS 157. Beginning with the first quarter of fiscal 2009, the Company applied the provisions of SFAS 157 to its financial instruments and non-financial instruments which are disclosed on a recurring basis, and the impact was not material. Under FSP
157-2, the Company was not required to apply SFAS 157 to all nonfinancial assets and liabilities until the beginning of fiscal 2010. The adoption of this statement did not have a material impact on the Companys consolidated financial
statements.



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##### Table of Contents

The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



2. Fair Value Measurement

As of March 31, 2010, the Company held assets that are required to be measured at fair value on a recurring basis. The following
tables present information on these assets as well as the fair value hierarchy used to determine the fair value as of March 31, 2010 and September 30, 2009:



|                             |  |       |     |                                                             |   |                                             |  |   |    
|---------------------------- |  | ----- | --- | ----------------------------------------------------------- | - | ------------------------------------------- |  | - | ---
|                             |  |       |     | Fair Value Measurements 
atMarch 31, 2010                  
|(Dollars in thousands)       |  | Total |     | Quoted Prices inActive Markets forIdentical Assets(Level 1) |   | Significant OtherObservable Inputs(Level 2)
|Liabilities                  |  |       |     |                                                             |   |                                             |  |   |    
|Interest rate swap liability |  | $     | 968 |                                                             | $ |                                            |  | $ | 968
|                             |  |       |     |                                                             |   |                                             |  |   |    
|Total                        |  | $     | 968 |                                                             | $ |                                            |  | $ | 968
|                             |  |       |     |                                                             |   |                                             |  |   |    



|                             |  |       |       |                                                             |   |                                             |  |   |      
|---------------------------- |  | ----- | ----- | ----------------------------------------------------------- | - | ------------------------------------------- |  | - | -----
|                             |  |       |       | Fair Value Measurements atSeptember 30, 2009               
|(Dollars in thousands)       |  | Total |       | Quoted Prices inActive Markets forIdentical Assets(Level 1) |   | Significant OtherObservable Inputs(Level 2)
|Assets                       |  |       |       |                                                             |   |                                             |  |   |      
|Marketable equity securities |  | $     | 3,762 |                                                             | $ | 3,762                                       |  | $ |     
|                             |  |       |       |                                                             |   |                                             |  |   |      
|Total                        |  | $     | 3,762 |                                                             | $ | 3,762                                       |  | $ |     
|                             |  |       |       |                                                             |   |                                             |  |   |      
|Liabilities                  |  |       |       |                                                             |   |                                             |  |   |      
|Interest rate swap liability |  | $     | 1,027 |                                                             | $ |                                            |  | $ | 1,027
|                             |  |       |       |                                                             |   |                                             |  |   |      
|Total                        |  | $     | 1,027 |                                                             | $ |                                            |  | $ | 1,027
|                             |  |       |       |                                                             |   |                                             |  |   |      

The fair value of the interest rate swap liability is
estimated using industry standard valuation models that utilize market-based observable inputs including interest rate curves. The earnings impact of the interest rate swap was a net loss of $0.2 million and a net gain of $17,000 for the three
months ended March 31, 2010 and 2009, respectively, and a net loss of $0.2 million and $1.4 million, for the six months ended March 31, 2010 and 2009, respectively. The marketable equity securities included investments in mutual funds for
which quoted market prices were available on active markets. The Company sold marketable equity securities during the first quarter of fiscal year 2010, received proceeds of $3.9 million and recognized net realized gains from the sales of $0.6
million for the six months ended March 31, 2010.

The fair value of the Companys cash equivalents, accounts
receivables, unbilled fees and trade accounts payable approximates book value due to the short-term maturities of these instruments. The carrying amounts of the Companys cash surrender value of life insurance policies are based on quoted
market values or cash surrender value at the reporting date. The fair value of the Companys debt approximates the carrying value, as such instruments are based on variable rates of interest.



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The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



3. Cash Surrender Value of Life Insurance

The Company is the beneficiary of corporate-owned life insurance policies on certain current and former employees with a net cash
surrender value of $12.8 million and $8.1 million at March 31, 2010 and September 30, 2009, respectively.

In
December 2009, the Company purchased $4.0 million in new life insurance policies using the proceeds from the sale of marketable equity securities. In December 2008, the Company received proceeds of $4.0 million through loans against the cash
value of its life insurance policies. The loan balance is recorded net against the cash surrender value of life insurance in the accompanying condensed consolidated balance sheet at March 31, 2010. Additionally, in December 2008, the Company
surrendered certain life insurance policies and received proceeds of $4.0 million, all of which was used to purchase a new life insurance policy.

4. Acquisitions

On
December 31, 2008, the Company acquired 100% of the issued and outstanding shares of capital stock of Peter R. Brown Construction, Inc., (Peter Brown), for an aggregate purchase price of $16.0 million, composed of $12.0 million in
cash, or $1.6 million net of cash acquired, and 137,741 shares of the Companys Class A common stock then valued at $4.0 million.

The following table presents the unaudited pro forma combined results of operations of the Company as if Peter Brown had been acquired at
the beginning of the period presented. The pro forma results do not purport to represent what the Companys results of operations actually would have been if the transaction set forth had occurred on the date indicated or what the
Companys results of operations will be in future periods.



|                                                 |  |                                         |        
|------------------------------------------------ |  | --------------------------------------- | -------
|(Dollars in thousands, except per share amounts) |  | Six Months EndedMarch 31, 2009Pro Forma
|Total revenues                                   |  | $                                       | 421,016
|                                                 |  |                                         |        
|Net income                                       |  | $                                       | 8,726  
|                                                 |  |                                         |        
|Basic earnings per share(1)                      |  | $                                       | 0.51   
|                                                 |  |                                         |        
|Diluted earnings per share(1)                    |  | $                                       | 0.50   
|                                                 |  |                                         |        
|                                                 | 
|Weighted average shares outstanding(1):          |  |                                         |        
|Basic                                            |  |                                         | 16,956 
|                                                 |  |                                         |        
|Diluted                                          |  |                                         | 17,466 
|                                                 |  |                                         |        



|(1) | Basic and diluted earnings per share and weighted average shares outstanding have been restated to reflect the 3-for-1 stock split on April 15, 2010. For
additional information see Note 13 Subsequent Events.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



5. Intangible Assets

Intangibles assets consisted of the following:



|                       |  |                       |  |                      |        |                         |   |      
|---------------------- |  | --------------------- |  | -------------------- | ------ | ----------------------- | - | -----
|                       |  |                       |  | March 31, 2010      
|(Dollars in thousands) |  | EstimatedUseful Lives |  | Gross CarryingAmount |        | AccumulatedAmortization
|Amortizable            |  |                       |  |                      |        |                         |   |      
|Client list            |  | 4  10 years          |  | $                    | 6,413  |                         | $ | 2,866
|Backlog                |  | 1  3 years           |  |                      | 7,819  |                         |   | 6,829
|Website                |  | 7 years               |  |                      | 200    |                         |   | 200  
|Employee agreements    |  | 3 years               |  |                      | 67     |                         |   | 67   
|Non-amortizable        |  |                       |  |                      |        |                         |   |      
|Trade names            |  |                       |  |                      | 3,900  |                         |   |     
|                       |  |                       |  |                      |        |                         |   |      
|                       |  |                       |  | $                    | 18,399 |                         | $ | 9,962
|                       |  |                       |  |                      |        |                         |   |      
|                       |  |                      
|                       |  |                       |  | September 30, 2009  
|(Dollars in thousands) |  | EstimatedUseful Lives |  | Gross CarryingAmount |        | AccumulatedAmortization
|Amortizable            |  |                       |  |                      |        |                         |   |      
|Client list            |  | 4  10 years          |  | $                    | 6,413  |                         | $ | 2,220
|Backlog                |  | 1  3 years           |  |                      | 7,819  |                         |   | 6,056
|Website                |  | 7 years               |  |                      | 200    |                         |   | 195  
|Employee agreements    |  | 3 years               |  |                      | 67     |                         |   | 67   
|Non-amortizable        |  |                       |  |                      |        |                         |   |      
|Trade names            |  |                       |  |                      | 3,900  |                         |   |     
|                       |  |                       |  |                      |        |                         |   |      
|                       |  |                       |  | $                    | 18,399 |                         | $ | 8,538
|                       |  |                       |  |                      |        |                         |   |      

Intangible asset amortization expense totaled
approximately $0.7 million and $1.3 million for the three months ended March 31, 2010 and 2009, respectively, and $1.4 million for each of the six month periods ended March 31, 2010 and 2009.



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The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



6. Long-Term Debt

Long-term debt, including the respective current portions, consisted of the following:



|                                                  |  |               |        |                   |   |       
|------------------------------------------------- |  | ------------- | ------ | ----------------- | - | ------
|(Dollars in thousands)                            |  | March 31,2010 |        | September 30,2009
|Line of credit                                    |  | $             | 3,060  |                   | $ |      
|Mortgage note payable                             |  |               | 12,693 |                   |   | 13,033
|Capital lease obligation                          |  |               | 58     |                   |   | 141   
|                                                  |  |               |        |                   |   |       
|                                                  |  |               | 15,811 |                   |   | 13,174
|                                                  |  |               |        |                   |   |       
|Less current portion of long-term debt            |  |               | 3,740  |                   |   | 680   
|Less current portion of capital lease obligations |  |               | 55     |                   |   | 107   
|                                                  |  |               |        |                   |   |       
|                                                  |  |               | 3,795  |                   |   | 787   
|                                                  |  |               |        |                   |   |       
|Long-term debt and capital lease obligations      |  | $             | 12,016 |                   | $ | 12,387
|                                                  |  |               |        |                   |   |       

The Company has a $60.0 million line of credit
agreement with Bank of America, N.A., with a maturity date of October 2011. The line of credit agreement provides for the issuance of letters of credit which reduce the maximum amount available for borrowing. As of March 31, 2010 and
September 30, 2009, the Company had outstanding letters of credit totaling $4.3 million and $4.4 million, respectively. Included in the March 31, 2010 and September 30, 2009 balances was a $3.6 million letter of credit relating to a
bank guarantee to a client in Doha, Qatar. As a result of the issuance of these letters of credit and outstanding borrowings, the maximum amount available for borrowing under the line of credit was $52.7 million and $55.6 million as of
March 31, 2010 and September 30, 2009, respectively.

The interest rate on the line of credit was 0.73% and 0.75% at
March 31, 2010 and September 30, 2009, respectively, and is either LIBOR plus 50 basis points (currently in use) or Prime minus 125 basis points if the Companys funded debt coverage ratio is less than 2.5. The rate increases to LIBOR
plus 75 basis points or 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 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 line of credit is collateralized by substantially all of the Companys assets. The
Company was in compliance with all financial covenants under the line of credit as of March 31, 2010.

In October 2008,
the Company refinanced a mortgage note with a new seven-year mortgage note in the amount of $13.6 million due in monthly installments, including interest, over a twenty year period with a balloon payment due on November 1, 2015. The interest
rate was 2.50% at March 31, 2010. In connection with this mortgage, the Company entered into an interest rate swap agreement (Swap) discussed in Note 7 Interest Rate Swap below. The mortgage note includes the same
financial covenants as the line of credit. The mortgage note is collateralized by the office building located in Orlando, Florida. The Company was in compliance with all financial covenants of the mortgage as of March 31, 2010.

The Companys capital leases primarily relate to equipment. The interest rates used in computing the minimum lease payments range
from 2.35% to 5.07%. The leases were capitalized at the lower of the present value of minimum lease payments or the fair market value of the equipment at the inception of the lease.



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##### Table of Contents

The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



7. Interest Rate Swap

In connection with the refinancing of the mortgage in October 2008, the Company entered into a Swap to manage the cash flow risk
associated with changing interest rates related to its mortgage. The Swap has a notional amount of $13.6 million and effectively converts the floating interest rate on the mortgage note to a fixed rate of 6.2%. The Swap does not qualify as an
accounting hedge and, therefore, the change in the fair value of the Swap, which is adjusted monthly, is recorded as a gain or a loss on the interest rate swap in the Companys condensed consolidated statements of operations. The fair value of
the Swap was a liability of approximately $1.0 million at March 31, 2010 and September 30, 2009, and is included in other liabilities in the accompanying condensed consolidated balance sheets. The earnings impact of the interest rate swap
was a net loss of $0.2 million and net gain of $17,000 for the three months ended March 31, 2010 and 2009, respectively, and a net loss of $0.2 million and $1.4 million for the six months ended March 31, 2010 and 2009, respectively.

8. Income Taxes

The income tax (benefit)/provision was $(0.9) million and $3.8 million, which represented effective tax rates of 33.4% and 47.3%, for the
three months ended March 31, 2010 and 2009, respectively. For the six months ended March 31, 2010 and 2009, the income tax (benefit)/provision was $(1.5) million and $5.7 million, which represented effective tax rates of 31.0% and 47.9%,
respectively.

The Company recorded a valuation allowance against its deferred tax assets of approximately $0.4 million and
$0.2 million on the deferred tax assets in Puerto Rico for the periods ended March 31, 2010 and September 30, 2009, respectively.

As of March 31, 2010, the Company had total unrecognized tax benefits of $13.9 million. During the three months ended March 31,
2010, there were no significant changes in these tax positions to the current or prior reporting periods, changes in settlements with taxing authorities, nor as a result of the lapse of any applicable statutes of limitations.

The Company believes it is reasonably possible that the liability for unrecognized tax benefits at March 31, 2010, may decrease by
approximately $1.6 million due to the completion of examinations or the expiration of the statute of limitations within 12 months of March 31, 2010.

The Company recognizes interest and penalties, if applicable, related to unrecognized tax benefits within the provision for income taxes
in its condensed consolidated statements of operations. During the six months ended March 31, 2010 and 2009, the Company accrued interest of approximately $0.3 million and $0.4 million, respectively, related to unrecognized tax benefits. As of
March 31, 2010 and September 30, 2009, the Company accrued approximately $1.2 million and $0.9 million, respectively, in interest related to unrecognized tax benefits.



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##### Table of Contents

The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



9. Stock Compensation

Stock compensation consists of restricted stock awards offered throughout the year and is intended to provide long-term incentives to key
employees.

Information regarding restricted shares follows:



|                               |  |                          |   |  |                                          |      
|------------------------------ |  | ------------------------ | - |  | ---------------------------------------- | -----
|                               |  | RestrictedStock Units(1) |   |  | WeightedAverageGrant-DateFair Value 
(1)
|Unvested at September 30, 2009 |  | 962,154                  |   |  | $                                        | 7.76 
|Granted                        |  | 57,645                   |   |  |                                          | 12.75
|Vested                         |  | (129,243                 | ) |  |                                          | 7.93 
|Forfeited                      |  | (32,256                  | ) |  |                                          | 9.49 
|                               |  |                          |   |  |                                          |      
|Unvested at March 31, 2010     |  | 858,300                  |   |  |                                          | 8.01 
|                               |  |                          |   |  |                                          |      



|                                 |  |                          |  |                                         |      |                              |   |                                          |  |    
|-------------------------------- |  | ------------------------ |  | --------------------------------------- | ---- | ---------------------------- | - | ---------------------------------------- |  | ---
|                                 |  |                          |  |                                        
|                                 |  | RestrictedStock Units(1) |  | WeightedAverageGrant-DateFair 
Value(1) |      | UnrecognizedCompensationCost |   | RemainingWeightedAveragePeriod(in years)
|Type of award at March 31, 2010: |  |                          |  |                                         |      |                              |   |                                          |  |    
|Retention                        |  | 511,950                  |  | $                                       | 9.21 |                              | $ | 2,753,593                                |  | 2.8
|Acquisition                      |  | 58,962                   |  |                                         | 9.71 |                              |   | 525,311                                  |  | 2.0
|KERP                             |  | 169,278                  |  |                                         | 8.63 |                              |   | 1,004,997                                |  | 8.6
|Other                            |  | 118,110                  |  |                                         | 1.07 |                              |   | 13,559                                   |  | 3.8
|                                 |  |                          |  |                                         |      |                              |   |                                          |  |    
|                                 |  | 858,300                  |  |                                         | 8.01 |                              | $ | 4,297,460                                |  | 3.7
|                                 |  |                          |  |                                         |      |                              |   |                                          |  |    



|(1) | The restricted stock units and weighted average grant-date fair value have been restated to reflect the 3-for-1 stock split on April 15, 2010. For additional
information see Note 13 Subsequent Events.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The weighted average grant-date fair value of shares
granted during the six months ended March 31, 2010 and 2009 was $12.75 and $9.71, respectively. The total fair value of shares vested, on the vesting dates, for the six months ended March 31, 2010 and 2009 was $1.0 million and $0.2
million, respectively. The total amount of compensation expense recognized under these agreements during the three and six months ended March 31, 2010 and 2009, was $0.4 million and $0.4 million, and $0.8 million and $0.6 million, respectively,
and was included in general and administrative expenses in the accompanying condensed consolidated statements of operations. The income tax benefit related to compensation expense under these agreements was $0.2 million for each of the three month
periods ended March 31, 2010 and 2009, and $0.3 million for each of the six month periods ended March 31, 2010 and 2009, respectively.



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##### Table of Contents

The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



10. Commitments and Contingencies

Employment and Related Party Agreements. The Company has entered into agreements with certain of its executive officers and
directors as described in the Companys Proxy Statement for the 2010 Annual Meeting which was filed with the SEC on January 25, 1010. See also Note 12 Related Party Transactions for a description of agreements the Company has
entered into with other related parties.

Leases.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.

Self-Insurance. The Company is self-insured up to certain limits
for costs associated with general liability, workers compensation and employee health coverage. The Company also maintains a stop loss insurance policy with a third party insurer to limit the Companys exposure to individual and aggregate
claims made. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates of incurred but not reported claims, net of payments made. The 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. The professional liability limits per policy year are $60 million with a per claim deductible of $125,000 plus an annual aggregate retention of $3 million. This
coverage would also cover the Company for a claim against a subcontractor of the Company. At March 31, 2010 and September 30, 2009, the Company had total self-insurance accruals reflected in accrued expenses and other current liabilities
in the consolidated balance sheets of $2.2 million and $2.1 million, respectively. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not recorded claims, including external factors
such as future inflation rates, benefit level changes and claim settlement patterns.

Performance Bonds.In certain
circumstances, the Company is required to provide performance and payment bonds in connection with contractual commitments. These bonds are obtained from surety companies. The Company is required to indemnify the surety companies for any expenses
paid out under these performance bonds. At March 31, 2010, the costs to complete on the Companys $346.2 million outstanding bid, performance and payment bonds were $130.6 million.

Legal Proceedings.As of March 31, 2010, there were various legal proceedings pending against the Company, where plaintiffs
allege damages resulting from the Companys 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 March 31, 2010 and September 30, 2009, the Company had accruals of approximately $5.2 million and $3.7 million,
respectively, for all potential and existing claims, lawsuits and pending proceedings that, in managements opinion, are probable and can be reasonably estimated. The Company expects to pay these liabilities over the next one to three years.
Management believes that the disposition of these matters will not have a material impact on the Companys financial position, cash flows, liquidity or results of operations.



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##### Table of Contents

The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



FCPA Investigation.As previously reported, an internal investigation has been
conducted by the Audit Committee of the Board of Directors to determine whether any laws, including the Foreign Corrupt Practices Act (FCPA), may have been violated in connection with certain projects undertaken by PBS&J
International, Inc., one of the Companys subsidiaries with revenue of $4.3 million in fiscal year 2008 and $3.9 million in fiscal year 2009, in certain foreign countries (the International Operations). The Audit Committee completed
the internal investigation in May 2010. The results of that investigation suggest that FCPA violations may have occurred. However, the investigation did not result in a conclusion that any violation extends beyond the International Operations or
that members of the Companys executive management were involved in criminal conduct. The Company has voluntarily disclosed this matter to the Department of Justice and to the Securities and Exchange Commission, and is cooperating fully with
their review. The FCPA (and related statutes and regulations) provides for potential monetary penalties, criminal and civil sanctions, and other remedies. The Company is unable to estimate the potential penalties that might be assessed for any FCPA
violations and accordingly, no provision has been made in the accompanying condensed consolidated financial statements.

11. Segment
Reporting

The Company has two reporting segments: Consulting Services and Construction Management.

The Consulting Services segment provides a variety of design and related consulting services. Such services include civil design, program
management, construction management, planning, surveying, geographic information systems, environmental assessments, engineering design, architectural and interior design, site assessment, and regulatory compliance.

Construction Management includes the operations of Peter Brown, which provides construction management at risk services focusing
primarily on building schools, jails, higher education facilities and institutional buildings. This segment had no results of operations in the first quarter of fiscal year 2009 as the Company acquired Peter Brown on December 31, 2008. The
Peter Brown results of operations are included in the Companys condensed consolidated financial statements beginning on that date.

Certain of the Companys operating segments do not individually meet the quantitative thresholds as a reporting segment nor do they
share a majority of the aggregation criteria with another operating segment. These operating segments are reported on a combined basis as Other and include the PBS&J Constructors and PBS&J International operating segments as well
as corporate expenses not included in the operating segments results.



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##### Table of Contents

The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



Information relating to the Companys reportable segments is as follows:



|                                      |  |                    |         |                        |   |        |  |   |         |   |  |   |         |  
|------------------------------------- |  | ------------------ | ------- | ---------------------- | - | ------ |  | - | ------- | - |  | - | ------- | -
|(Dollars in thousands)
(Unaudited)    |  | ConsultingServices |         | ConstructionManagement |   | Other  |  |   | Total   |  
|Three Months Ended March 31, 2010     |  |                    |         |                        |   |        |  |   |         |   |  |   |         |  
|Revenue                               |  | $                  | 138,560 |                        | $ | 27,679 |  | $ | 4,465   |   |  | $ | 170,704 |  
|Cost of revenue                       |  |                    | 121,198 |                        |   | 26,080 |  |   | 6,559   |   |  |   | 153,837 |  
|Gross profit/(loss)                   |  |                    | 17,362  |                        |   | 1,599  |  |   | (2,094  | ) |  |   | 16,867  |  
|Income/(loss) from operations         |  |                    | 17,362  |                        |   | 1,599  |  |   | (21,296 | ) |  |   | (2,335  | )
|Depreciation and amortization         |  |                    | 2,272   |                        |   | 37     |  |   | 682     |   |  |   | 2,991   |  
|Purchases of property and equipment   |  |                    | 991     |                        |   | 2      |  |   | 761     |   |  |   | 1,754   |  
|Total assets as of March 31, 2010     |  |                    | 187,285 |                        |   | 38,679 |  |   | 63,658  |   |  |   | 289,622 |  
|                                      |  |                    |         |                       
|Three Months Ended March 31, 2009     |  |                    |         |                        |   |        |  |   |         |   |  |   |         |  
|Revenue                               |  | $                  | 159,374 |                        | $ | 43,055 |  | $ | 3,772   |   |  | $ | 206,201 |  
|Cost of revenue                       |  |                    | 134,447 |                        |   | 40,821 |  |   | 5,424   |   |  |   | 180,692 |  
|Gross profit/(loss)                   |  |                    | 24,927  |                        |   | 2,234  |  |   | (1,652  | ) |  |   | 25,509  |  
|Income/(loss) from operations         |  |                    | 24,927  |                        |   | 2,234  |  |   | (18,829 | ) |  |   | 8,332   |  
|Depreciation and amortization         |  |                    | 1,100   |                        |   | 43     |  |   | 2,786   |   |  |   | 3,929   |  
|Purchases of property and equipment   |  |                    | 924     |                        |   | 31     |  |   | 1,265   |   |  |   | 2,220   |  
|Total assets as of September 30, 2009 |  |                    | 183,568 |                        |   | 63,499 |  |   | 76,208  |   |  |   | 323,275 |  
|                                      |  |                    |         |                       
|Six Months Ended March 31, 2010       |  |                    |         |                        |   |        |  |   |         |   |  |   |         |  
|Revenue                               |  | $                  | 276,757 |                        | $ | 64,624 |  | $ | 10,795  |   |  | $ | 352,176 |  
|Cost of revenue                       |  |                    | 245,319 |                        |   | 61,380 |  |   | 13,588  |   |  |   | 320,287 |  
|Gross profit/(loss)                   |  |                    | 31,438  |                        |   | 3,244  |  |   | (2,793  | ) |  |   | 31,889  |  
|Income/(loss) from operations         |  |                    | 31,438  |                        |   | 3,244  |  |   | (39,708 | ) |  |   | (5,026  | )
|Depreciation and amortization         |  |                    | 3,253   |                        |   | 60     |  |   | 2,781   |   |  |   | 6,094   |  
|Purchases of property and equipment   |  |                    | 2,839   |                        |   | 2      |  |   | 2,511   |   |  |   | 5,352   |  
|Total assets as of March 31, 2010     |  |                    | 187,285 |                        |   | 38,679 |  |   | 63,658  |   |  |   | 289,622 |  
|                                      |  |                    |         |                       
|Six Months Ended March 31, 2009       |  |                    |         |                        |   |        |  |   |         |   |  |   |         |  
|Revenue                               |  | $                  | 323,002 |                        | $ | 43,055 |  | $ | 8,879   |   |  | $ | 374,936 |  
|Cost of revenue                       |  |                    | 279,325 |                        |   | 40,821 |  |   | 10,466  |   |  |   | 330,612 |  
|Gross profit/(loss)                   |  |                    | 43,677  |                        |   | 2,234  |  |   | (1,587  | ) |  |   | 44,324  |  
|Income/(loss) from operations         |  |                    | 43,677  |                        |   | 2,234  |  |   | (31,908 | ) |  |   | 14,003  |  
|Depreciation and amortization         |  |                    | 2,209   |                        |   | 43     |  |   | 4,304   |   |  |   | 6,556   |  
|Purchases of property and equipment   |  |                    | 2,600   |                        |   | 31     |  |   | 3,390   |   |  |   | 6,021   |  
|Total assets as of September 30, 2009 |  |                    | 183,568 |                        |   | 63,499 |  |   | 76,208  |   |  |   | 323,275 |  



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##### Table of Contents

The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



12. Related Party Transactions

In July 2007, pursuant to the Companys bylaws, the Company did not exercise its right of first refusal to repurchase the shares
offered for redemption by John Shearer, the Companys former National Service Director and Senior Vice President. In accordance with the Companys bylaws, the shares were next offered to the Companys ESOP plan. The ESOP plan
agreed to repurchase 165,290 shares (before the stock split which became effective on April 15, 2010) over the course of five years. As of March 31, 2010, there are two remaining equal annual installments of 33,261 shares, before the
stock split which became effective on April 15, 2010, (100,863 after the stock split which became effective on April 15, 2010) that will be repurchased by the ESOP during the open stock window in each fiscal year beginning with fiscal year
2010 at a price per share established by future valuations of the Companys shares.

At the Companys 2008 annual
shareholders meeting, shareholders approved the ESPP, which allows a lay-away plan for purchases at 90% of the fair market value of the Companys shares during the next open window for stock purchases. Employees who have been employed a
minimum of three months may elect to set aside funds to purchase stock through automatic payroll deductions. The amounts withheld were approximately $0.8 million and $0.5 million as of March 31, 2010 and September 30, 2009, respectively,
and is included in accounts payable, accrued expenses and other current liabilities of the accompanying condensed consolidated balance sheets.

In August 2008, the Company delivered a promissory note to Todd Kenner in the amount of $2.0 million for the repurchase of vested
restricted stock. The promissory note bears interest at the prime rate plus 1% (4.25% at March 31, 2010 and September 30, 2009), is adjusted on December 31 of each year. Payments on the promissory note are due quarterly beginning
October 1, 2008 through September 1, 2011. The balance of the promissory note was $1.1 million and $1.4 million at March 31, 2010 and September 30, 2009, respectively, and is included in other liabilities of the accompanying
condensed consolidated balance sheets.

In December 2008, the Company delivered a promissory note to Richard Karasiewicz in
the amount of $2.1 million for the repurchase of shares accrued and reflected in stock redemption payable as of September 30, 2008. The promissory note bears interest at the prime rate plus 1% and is adjusted on December 31 of each year.
Payments on the promissory note are due quarterly beginning January 1, 2009 through October 1, 2013. The balance of the promissory note was $1.6 million and $1.8 million at March 31, 2010 and September 30, 2009, respectively, and
is included in other liabilities of the accompanying condensed consolidated balance sheets.

The Company leases office space
which houses administrative offices for Peter Brown in Largo and Tallahassee, Florida from VMS Properties, LLP and SMV Properties, LLP, respectively. VMS Properties, LLP and SMV Properties, LLP are owned by Judy Mitchell and the other former owners
of Peter Brown who are current employees of the Company. Judy Mitchell currently serves on the Board of Directors of the Company and is President of Peter Brown. The leases were assumed in connection with the acquisition of Peter Brown on
December 31, 2008. The Largo and Tallahassee leases call for annual lease payments of $0.2 million and $0.1 million, respectively, and expire on December 31, 2013.



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##### Table of Contents

The PBSJ CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)



In February 2010, John Zumwalt, III, a former director of the Company and the former
Chief Executive Officer of the Company, submitted his written resignation. The Company and Mr. Zumwalt entered into a Separation Agreement and Release (Zumwalt Separation Agreement) effective as of March 1, 2010. Under the
terms of the Zumwalt Separation Agreement, the Company agreed to pay Mr. Zumwalt a cash severance benefit of $0.9 million over a twenty-four month period, paid a lump sum benefit of $0.3 million, agreed to pay the value of the accumulated
benefits, which as of March 31, 2010 was $0.9 million adjusted for investment earnings or losses and any expenses allocated to his account under the PBSJ Corporation Key Employee Capital Accumulation Plan through the end of the sixth month
following the termination agreement, agreed to redeem Mr. Zumwalts 1,526 shares of vested restricted stock for $39.31 per share (before the stock split which became effective on April 15, 2010) in a lump sum payment during the next
open trading window, agreed to redeem Mr. Zumwalts 48,031 shares of stock beneficially owned (before the stock split which became effective on April 15, 2010; 144,093 shares after the stock split) under the PBSJ Employee Profit
Sharing and Stock Ownership Plan (the 401(k) ESOP) during the next open trading window in accordance with the terms of the 401(k) ESOP at the price per share at which other shares of the Companys common stock in the 401(k) ESOP are
sold during that open trading window and agreed to pay a consulting fee equal to $0.1 million payable in three equal consecutive monthly installments over a three-month period commencing April 1, 2010. The balance of non-equity amounts
remaining to be paid was approximately $1.0 million as of March 31, 2010 and is included in accounts payable, accrued expenses and other current liabilities of the accompanying condensed consolidated balance sheets.

13. Subsequent Events

During the second quarter of fiscal 2010, the Company postponed the expected opening of its stock window. To accommodate the employees who
were planning to sell their shares during the stock window, the Company offered current and past employees other than its directors or officers, the option to borrow from the Company an amount equal to the dollar amount obtained by multiplying the
number of shares owned outright by the employee by 75% of the most recent stock value, or $29.48 per share before the stock split which became effective on April 15, 2010, up to a maximum of $200,000. These loans are secured by the Company
stock. The loans totaled $4.0 million and were funded on April 8, 2010. The loans will be repaid to the Company when the employee can sell their stock during the next open stock window. Any balance due to the employee due to the change in the
stock price will be paid at that time. The Company expects to open its fiscal year 2010 stock window no later than the fourth quarter of fiscal 2010.

On April 12, 2010, the Company filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Department
of State of the State of Florida in order to effect a division (the Stock Split) of the Common Stock, Class A, $0.00067 par value per share (the Class A Common Stock), of the Company. As a result of the Stock Split, the
15 million shares of Class A Common Stock authorized for issuance prior to the Stock Split were divided into 45 million shares of Class A common Stock (with no change in par value) and each issued and outstanding share of
Class A Common Stock was divided into three shares of Class A Common Stock. In connection with the Stock Split, the Board of Directors of the Company also authorized the amendment of the Companys Articles of Incorporation to increase
the number of the Companys authorized shares of common stock from 20 million to 60 million, which are divided into 45 million shares of Class A Common Stock and 15 million shares of Class B Common Stock, $0.00067 par
value, and increased the number of the Companys authorized shares of preferred stock, par $0.001, from 10 million to 30 million. The Articles of Amendment became effective on April 15, 2010.

On April 15, 2010, shareholders of record of the Companys Class A Common stock, par value $0.00067, at the close of
business on April 1, 2010 (the record date) received two additional shares of Class A common stock for each share of Class A common stock held on the record date.



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##### Table of Contents

|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 Quarterly Report on Form 10-Q.

This Quarterly Report on 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, believes, could, would, should, plans, or intends and similar terms and expressions. Examples
of forward-looking statements include all statements regarding our expected financial position and operating results, including backlog, our business strategy, our financing plans (including any statements concerning our stock window, stock
valuations and consideration of alternatives for addressing the Companys capital and financing needs) 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 governmental agencies, 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, and the outcome of the various on-going government investigations. 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 assure 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 cancellations or delays by our
customers, our ability to attract and retain skilled employees, our ability to comply with 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, timely billings to our customers and delays 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 or that any of our customers, including governments, may audit our contracts, including contracts that had been considered settled, significant
differences between actual results and estimates of the amount of future funding obligations for our unfunded pension or other benefit plans, including as a result of changes in interest rates or regulatory rulings such as those related to ERISA,
and the possible outcome of pending or future litigation, legal proceedings and governmental investigations (including any governmental investigations resulting from our Foreign Corrupt Practices Act internal investigation) 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 Quarterly Report on Form 10-Q and in other reports filed by us
with the Securities and Exchange Commission (SEC) including without limitation the risk factors contained in our Annual Report on Form 10-K for the year ended September 30, 2009. Additionally, we have announced our intent to seek
alternatives for addressing the Companys capital and financing needs, but no transaction may occur and even if a transaction is undertaken, we cannot be certain of its potential terms, timing or success. 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 us or to persons acting on our 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 us with the SEC.

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.



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Overview

In this discussion, the use of Company, we, our and us refer to The PBSJ Corporation, its
consolidated subsidiaries and affiliates.

Business Overview

We are an employee-owned professional services organization that provides a broad range of program management, planning, design, and
construction management services to a variety of public and private sector clients. We utilize our expertise in the engineering, planning, management, environmental, architectural and surveying disciplines to address complex problems in each of
these basic service areas. We provide these services through our staff of approximately 3,500 professional, technical and support personnel in 97 locations throughout the United States and in the Middle East (United Arab Emirates and Qatar). We
believe our multi-disciplinary approach to problems facilitates our ability to effectively meet the needs of our clients.

We
have built an organization composed of highly skilled professionals and top-level technical and administrative personnel with a wide variety of scientific, engineering, architectural and management resources. These resources enable us to develop and
implement innovative long-term solutions to our clients complex problems, many of which are the subject of public concern and extensive governmental regulation.

We derive our revenue from fees for professional, technical, project management and construction services. As a service-based company, we
are labor-intensive rather than capital-intensive. Our revenue is driven by our ability to attract and retain qualified and productive employees, identify business opportunities, secure new and renew existing contracts, provide outstanding services
to our clients and execute projects successfully. As of March 31, 2010, our revenue backlog was approximately $607.0 million compared to $728.3 million as of September 30, 2009, representing a 16.7% decrease.

Cost of revenue is composed of project-related salaries including overhead and fringe benefits, other direct costs and other indirect
costs. Project-related salaries including overhead and fringe benefits represent wages earned by our technical personnel as well as administrative and support personnel wages. Other direct costs are primarily composed of subcontractor costs and
other direct non-payroll reimbursable charges including travel and travel related costs, blueprints, material and equipment where we are responsible for procurement and management of such cost components on behalf of our clients. Other indirect
project-related costs are also included in cost of revenue. Gross profit represents the net effect of revenue less cost of revenue.

We view our short and long-term liquidity as being dependent upon our results of operations, changes in working capital and our borrowing
capacity. Our financial results are impacted by appropriations of public funds for infrastructure and other government-funded projects, capital spending levels in the private sector, and the demand for our services in the various engineering markets
in which we compete. In the second quarter of fiscal 2010, before the expected opening of our stock trading window, we received redemption requests from holders of more than 20% of our common stock. See Financial
Condition and Capital ResourcesCapital Resources below for a discussion of various alternatives we are considering in connection with our longer-term liquidity.

Segment Results of Operations

Our two major business segments are consulting services and construction management, representing 81.2%, and 16.2%, respectively, of our
revenue for the quarter ended March 31, 2010.

The Consulting Services segment provides a variety of design and related
consulting services. Such services include civil design, program management, construction management, planning, surveying, geographic information systems, environmental assessments, engineering design, architectural and interior design, site
assessment, and regulatory compliance.

Construction Management includes the operations of Peter Brown Construction, Inc.
(Peter Brown) which provides construction management at risk services focusing primarily on building schools, jails, higher education facilities and institutional buildings. This segment had no results of operations in the first quarter
of fiscal year 2009 as we acquired Peter Brown on December 31, 2008. The Peter Brown results of operations are included in our condensed consolidated financial statements beginning on that date.



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##### Table of Contents

Certain of our operating segments do not individually meet the quantitative thresholds as a
reporting segment nor do they share a majority of the aggregation criteria with another operating segment. These operating segments are reported on a combined basis as Other and include the PBS&J Constructors and PBS&J
International operating segments as well as corporate expenses not included in the operating segments results.

We
evaluate performance based on the operating income/(loss) of the respective operating segment. The discussion that follows is a summary analysis of the primary changes in operating results by reportable segment for the three and six months ended
March 31, 2010 and 2009.

Results of Operations

The percentage of revenue represented by the items in our condensed consolidated statements of operations for the three and six months
ended March 31, 2010 and 2009 is as follows:



|                                     |  |                             |    |  |                           |   |  |       |    |  |       |  
|------------------------------------ |  | --------------------------- | -- |  | ------------------------- | - |  | ----- | -- |  | ----- | -
|                                     |  | Three Months EndedMarch 31, |    |  | Six Months EndedMarch 31, |  
|                                     |  | 2010                        |    |  | 2009                      |   |  | 2010  |    |  | 2009  |  
|Revenue                              |  | 100.0                       | %  |  | 100.0                     | % |  | 100.0 | %  |  | 100.0 | %
|Cost of revenue                      |  | 90.1                        |    |  | 87.6                      |   |  | 90.9  |    |  | 88.2  |  
|                                     |  |                             |    |  |                           |   |  |       |    |  |       |  
|Gross profit                         |  | 9.9                         |    |  | 12.4                      |   |  | 9.1   |    |  | 11.8  |  
|General and administrative expenses  |  | 11.2                        |    |  | 8.3                       |   |  | 10.5  |    |  | 8.1   |  
|                                     |  |                             |    |  |                           |   |  |       |    |  |       |  
|(Loss)/income from operations        |  | (1.3                        | )  |  | 4.1                       |   |  | (1.4  | )  |  | 3.7   |  
|Interest expense                     |  | (0.1                        | )  |  | (0.1                      | ) |  | (0.1  | )  |  | (0.2  | )
|Other, net                           |  |                            |    |  |                          |   |  | 0.1   |    |  |      |  
|Loss on fixed interest rate swap     |  | (0.1                        | )  |  |                          |   |  |      |    |  | (0.4  | )
|                                     |  |                             |    |  |                           |   |  |       |    |  |       |  
|(Loss)/income before income taxes    |  | (1.5                        | )  |  | 4.0                       |   |  | (1.4  | )  |  | 3.1   |  
|(Benefit)/provision for income taxes |  | (0.5                        | )  |  | 1.9                       |   |  | (0.4  | )  |  | 1.5   |  
|                                     |  |                             |    |  |                           |   |  |       |    |  |       |  
|Net (loss)/income                    |  | (1.0                        | )% |  | 2.1                       | % |  | (1.0  | )% |  | 1.6   | %
|                                     |  |                             |    |  |                           |   |  |       |    |  |       |  

A summary of our operating results for the three and six months ended March 31, 2010 and 2009 is as
follows:



|                                        |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|--------------------------------------- |  | --------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                        |  | Three Months EndedMarch 31, |         |   | Six Months EndedMarch 31, |  
|(Dollars in thousands)                  |  | 2010                        |         |   | 2009                      |   |         | 2010 |  |   | 2009    |  
|Revenue                                 |  | $                           | 170,704 |   |                           | $ | 206,201 |      |  | $ | 352,176 |   |  | $ | 374,936 |  
|Cost of revenue                         |  |                             | 153,837 |   |                           |   | 180,692 |      |  |   | 320,287 |   |  |   | 330,612 |  
|                                        |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Gross profit                            |  |                             | 16,867  |   |                           |   | 25,509  |      |  |   | 31,889  |   |  |   | 44,324  |  
|General and administrative expenses     |  |                             | 19,202  |   |                           |   | 17,177  |      |  |   | 36,915  |   |  |   | 30,321  |  
|                                        |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|(Loss)/income from operations           |  |                             | (2,335  | ) |                           |   | 8,332   |      |  |   | (5,026  | ) |  |   | 14,003  |  
|Interest expense                        |  |                             | (102    | ) |                           |   | (238    | )    |  |   | (374    | ) |  |   | (666    | )
|Other, net                              |  |                             | 33      |   |                           |   | 19      |      |  |   | 679     |   |  |   | 30      |  
|(Loss)/gain on fixed interest rate swap |  |                             | (206    | ) |                           |   | 17      |      |  |   | (165    | ) |  |   | (1,420  | )
|                                        |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|(Loss)/income before income taxes       |  |                             | (2,610  | ) |                           |   | 8,130   |      |  |   | (4,886  | ) |  |   | 11,947  |  
|(Benefit)/provision for income taxes    |  |                             | (873    | ) |                           |   | 3,847   |      |  |   | (1,514  | ) |  |   | 5,727   |  
|                                        |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net (loss)/income                       |  | $                           | (1,737  | ) |                           | $ | 4,283   |      |  | $ | (3,372  | ) |  | $ | 6,220   |  
|                                        |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  



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##### Table of Contents

Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009

Revenue for the three months ended March 31, 2010, decreased by $35.5 million, or 17.2%, to $170.7 million compared to
$206.2 million in the corresponding period in fiscal 2009. Approximately half of the decrease in revenue resulted from our Federal disaster response contracts in the Gulf Coast region, which were approaching their completion in fiscal 2010. The
remaining decrease in revenue resulted primarily from the completion of projects that were in progress in the comparable quarter of 2009 and delays in new projects as funding from state and local governments continued to decline.

Cost of revenue for the three months ended March 31, 2010, decreased by $26.9 million, or 14.9%, to $153.8 million compared to
$180.7 million in the corresponding period in fiscal 2009 primarily due to direct costs decreasing in conjunction with the decrease in revenue. Cost of revenue, as a percentage of revenue increased 2.5% to 90.1% for the three months ended
March 31, 2010 compared to 87.6% for the corresponding period in fiscal 2009.

Gross profit for the three months ended
March 31, 2010, decreased by $8.6 million, or 33.9%, to $16.9 million compared to $25.5 million in the corresponding period in fiscal 2009. Gross profit, as a percentage of revenue, decreased 2.5% to 9.9% for the three months ended
March 31, 2010 compared to 12.4% for the corresponding period in fiscal 2009, for the reasons stated above.

General and
administrative expenses for the three months ended March 31, 2010, increased by $2.0 million, or 11.8%, to $19.2 million compared to $17.2 million in the corresponding period in fiscal 2009. The increase in G&A expenses resulted primarily
from $2.0 million of costs incurred related to the FCPA investigation discussed in Note 10 Commitments and Contingencies and $1.4 million of costs incurred pursuant to severance arrangements.

Income from operations for the three months ended March 31, 2010, decreased by $10.7 million, or 128.0%, to ($2.3) million compared
to $8.3 million in the corresponding period in fiscal 2009, for the reasons stated above.

Six Months Ended March 31, 2010 Compared
to Six Months Ended March 31, 2009

Revenue for the six months ended March 31, 2010, decreased by $22.8
million, or 6.1%, to $352.2 million compared to $374.9 million in the corresponding period in fiscal 2009. Approximately half of the decrease in revenue resulted from our Federal disaster response contracts in the Gulf Coast region, which were
approaching their completion in fiscal 2010. The remaining decrease in revenue resulted primarily from the completion of projects that were in progress in the comparable quarter of 2009 and delays in new projects as funding from state and local
governments continued to decline.

Cost of revenue for the six months ended March 31, 2010, decreased by $10.3 million,
or 3.1%, to $320.3 million compared to $330.6 million in the corresponding period in fiscal 2009 primarily due to direct costs decreasing in conjunction with the decrease in revenue. Cost of revenue, as a percentage of revenue increased 2.7% to
90.9% for the six months ended March 31, 2010 compared to 88.2% for the corresponding period in fiscal 2009. The increase in cost of revenue as a percentage of revenue was impacted by $1.2 million of costs incurred by our international
subsidiary for which we were unable to recognize revenue in the first quarter of fiscal 2010 as a result of the FCPA investigation discussed in Note 10 Commitment and Contingencies.

Gross profit for the six months ended March 31, 2010, decreased by $12.4 million, or 28.1%, to $31.9 million compared to $44.3
million in the corresponding period in fiscal 2009. Gross profit, as a percentage of revenue, decreased 2.7% to 9.1% for the six months ended March 31, 2010 compared to 11.8% for the corresponding period in fiscal 2009, for the reasons stated
above.

General and administrative expenses for the six months ended March 31, 2010, increased by $6.6 million, or 21.7%,
to $36.9 million compared to $30.3 million in the corresponding period in fiscal 2009. The increase in G&A expenses resulted primarily from $4.2 million of costs incurred related to the FCPA investigation discussed in Note 10 Commitments
and Contingencies and $1.6 million of costs incurred pursuant to severance arrangements.

Income from operations for the
six months ended March 31, 2010, decreased by $19.0 million, or 135.9%, to ($5.0) million compared to $14.0 million in the corresponding period in fiscal 2009, for the reasons stated above.



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##### Table of Contents

Segment Results of Operations

Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009

Consulting Services



|                       |  |                              |         |      |   |         |  |   |         |   |  |       |   
|---------------------- |  | ---------------------------- | ------- | ---- | - | ------- |  | - | ------- | - |  | ----- | --
|                       |  | Three Months Ended March 31, |        
|(Dollars in thousands) |  | 2010                         |         | 2009 |   | $Change |  |   | %Change |  
|Revenue                |  | $                            | 138,560 |      | $ | 159,374 |  | $ | (20,814 | ) |  | (13.1 | )%
|Cost of revenue        |  |                              | 121,198 |      |   | 134,447 |  |   | (13,249 | ) |  | (9.9  | )%
|                       |  |                              |         |      |   |         |  |   |         |   |  |       |   
|Gross profit           |  | $                            | 17,362  |      | $ | 24,927  |  | $ | (7,565  | ) |  | (30.3 | )%
|                       |  |                              |         |      |   |         |  |   |         |   |  |       |   

The following table presents the percentage relationship of cost of revenue and gross profit to
revenue:



|                |  |                             |   |  |       |  
|--------------- |  | --------------------------- | - |  | ----- | -
|                |  | Three Months EndedMarch 31, |  
|                |  | 2010                        |   |  | 2009  |  
|Revenue         |  | 100.0                       | % |  | 100.0 | %
|Cost of revenue |  | 87.5                        |   |  | 84.4  |  
|                |  |                             |   |  |       |  
|Gross profit    |  | 12.5                        | % |  | 15.6  | %
|                |  |                             |   |  |       |  

Revenue in our Consulting Services segment for the three months ended March 31, 2010 decreased by $20.8
million, or 13.1%, to $138.6 million compared to $159.4 million in the corresponding period in fiscal 2009. Approximately half of the decrease in revenue resulted from our Federal disaster response contracts in the Gulf Coast region, which were
approaching their completion in fiscal 2010. The remaining decrease in revenue resulted from the completion of projects that were in progress in the comparable quarter of 2009 and delays in new projects as funding from state and local governments
continued to decline.

Cost of revenue in our Consulting Services segment for the three months ended March 31, 2010
decreased by $13.2 million, or 9.9%, to $121.2 million compared to $134.4 million in the corresponding period in fiscal 2009 primarily due to direct costs decreasing in conjunction with the decrease in revenue. Cost of revenue as a percentage of
revenue increased by 3.1% to 87.5% for the three months ended March 31, 2010 compared to 84.4% for the corresponding period in fiscal 2009.

Gross profit in our Consulting Services segment for the three months ended March 31, 2010 decreased by $7.6 million, or 30.3%, to
$17.4 million compared to $24.9 million in the corresponding period in fiscal 2009. Gross profit as a percentage of revenue decreased by 3.1% to 12.5% for the three months ended March 31, 2010, compared to 15.6% for the corresponding period in
fiscal 2009, for the reasons stated above.



26



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##### Table of Contents

Construction Management



|                       |  |                              |        |      |   |         |  |   |         |   |  |       |   
|---------------------- |  | ---------------------------- | ------ | ---- | - | ------- |  | - | ------- | - |  | ----- | --
|                       |  | Three Months Ended March 31, |       
|(Dollars in thousands) |  | 2010                         |        | 2009 |   | $Change |  |   | %Change |  
|Revenue                |  | $                            | 27,679 |      | $ | 43,055  |  | $ | (15,376 | ) |  | (35.7 | )%
|Cost of revenue        |  |                              | 26,080 |      |   | 40,821  |  |   | (14,741 | ) |  | (36.1 | )%
|                       |  |                              |        |      |   |         |  |   |         |   |  |       |   
|Gross profit           |  | $                            | 1,599  |      | $ | 2,234   |  | $ | (635    | ) |  | (28.4 | )%
|                       |  |                              |        |      |   |         |  |   |         |   |  |       |   

The following table presents the percentage relationship of cost of revenue and gross profit to
revenue:



|                |  |                             |   |  |       |  
|--------------- |  | --------------------------- | - |  | ----- | -
|                |  | Three Months EndedMarch 31, |  
|                |  | 2010                        |   |  | 2009  |  
|Revenue         |  | 100.0                       | % |  | 100.0 | %
|Cost of revenue |  | 94.2                        |   |  | 94.8  |  
|                |  |                             |   |  |       |  
|Gross profit    |  | 5.8                         | % |  | 5.2   | %
|                |  |                             |   |  |       |  

Revenue in our Construction Management segment for the three months ended March 31, 2010 decreased by
$15.4 million, or 35.7%, to $27.7 million compared to $43.1 million in the corresponding period in fiscal 2009. Revenue for the Construction Management segment is generated primarily from the public sector, which comprised 99.2% of the total
revenue. The decrease in revenue in the three months ended March 31, 2010 compared to the corresponding period in 2009 resulted from a decline in the volume of new projects as funding from local municipalities and state agencies continued to
decline.

Cost of revenue in our Construction Management segment for the three months ended March 31, 2010 decreased by
$14.7 million, or 36.1%, to $26.1 million compared to $40.8 million in the corresponding period in fiscal 2009 primarily due to direct costs decreasing in conjunction with the decrease in revenue. Cost of revenue as a percentage of revenue decreased
0.6% to 94.2% for the three months ended March 31, 2010 compared to 94.8% for the corresponding period in fiscal 2009.

Gross profit in our Construction Management segment for the three months ended March 31, 2010 decreased $0.6 million, or 28.4%, to
$1.6 million compared to $2.2 million in the corresponding period of fiscal 2009. Gross profit, as a percentage of revenue increased by 0.6% to 5.8% for the three months ended March 31, 2010 compared to 5.2% in the corresponding period in
fiscal 2009, for the reasons stated above.



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##### Table of Contents

Segment Results of Operations

Six Months Ended March 31, 2010 Compared to Six Months Ended March 31, 2009

Consulting Services



|                       |  |                            |         |      |   |         |  |   |         |   |  |       |   
|---------------------- |  | -------------------------- | ------- | ---- | - | ------- |  | - | ------- | - |  | ----- | --
|                       |  | Six Months Ended March 31, |        
|(Dollars in thousands) |  | 2010                       |         | 2009 |   | $Change |  |   | %Change |  
|Revenue                |  | $                          | 276,757 |      | $ | 323,002 |  | $ | (46,245 | ) |  | (14.3 | )%
|Cost of revenue        |  |                            | 245,319 |      |   | 279,325 |  |   | (34,006 | ) |  | (12.2 | )%
|                       |  |                            |         |      |   |         |  |   |         |   |  |       |   
|Gross profit           |  | $                          | 31,438  |      | $ | 43,677  |  | $ | (12,239 | ) |  | (28.0 | )%
|                       |  |                            |         |      |   |         |  |   |         |   |  |       |   

The following table presents the percentage relationship of cost of revenue and gross profit to
revenue:



|                |  |                            |   |  |       |  
|--------------- |  | -------------------------- | - |  | ----- | -
|                |  | Six Months EndedMarch 
31, |  
|                |  | 2010                       |   |  | 2009  |  
|Revenue         |  | 100.0                      | % |  | 100.0 | %
|Cost of revenue |  | 88.6                       |   |  | 86.5  |  
|                |  |                            |   |  |       |  
|Gross profit    |  | 11.4                       | % |  | 13.5  | %
|                |  |                            |   |  |       |  

Revenue in our Consulting Services segment for the six months ended March 31, 2010 decreased by $46.2
million, or 14.3%, to $276.8 million compared to $323.0 million in the corresponding period in fiscal 2009. Approximately half of the decrease in revenue resulted from our Federal disaster response contracts in the Gulf Coast region, which were
approaching their completion in fiscal 2010. The remaining decrease in revenue resulted from the completion of projects that were in progress in the comparable six months of 2009 and delays in new projects as funding from state and local governments
continued to decline.

Cost of revenue in our Consulting Services segment for the six months ended March 31, 2010
decreased by $34.0 million, or 12.2%, to $245.3 million compared to $279.3 million in the corresponding period in fiscal 2009 primarily due to direct costs decreasing in conjunction with the decrease in revenue. Cost of revenue as a percentage of
revenue increased by 2.1% to 88.6% for the six months ended March 31, 2010 compared to 86.5% for the corresponding period in fiscal 2009.

Gross profit in our Consulting Services segment for the six months ended March 31, 2010 decreased by $12.2 million, or 28.0%, to
$31.4 million compared to $43.7 million in the corresponding period in fiscal 2009. Gross profit as a percentage of revenue decreased by 2.1% to 11.4% for the six months ended March 31, 2010, compared to 13.5% for the corresponding period in
fiscal 2009, for the reasons stated above.



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##### Table of Contents

Construction Management



|                       |  |                            |        |      |   |         |  |         |        |  |      |  
|---------------------- |  | -------------------------- | ------ | ---- | - | ------- |  | ------- | ------ |  | ---- | -
|                       |  | Six Months Ended March 31, |       
|(Dollars in thousands) |  | 2010                       |        | 2009 |   | $Change |  | %Change |       
|Revenue                |  | $                          | 64,624 |      | $ | 43,055  |  | $       | 21,569 |  | 50.1 | %
|Cost of revenue        |  |                            | 61,380 |      |   | 40,821  |  |         | 20,559 |  | 50.4 | %
|                       |  |                            |        |      |   |         |  |         |        |  |      |  
|Gross profit           |  | $                          | 3,244  |      | $ | 2,234   |  | $       | 1,010  |  | 45.2 | %
|                       |  |                            |        |      |   |         |  |         |        |  |      |  

The following table presents the percentage relationship of cost of revenue and gross profit to
revenue:



|                |  |                            |   |  |       |  
|--------------- |  | -------------------------- | - |  | ----- | -
|                |  | Six Months EndedMarch 
31, |  
|                |  | 2010                       |   |  | 2009  |  
|Revenue         |  | 100.0                      | % |  | 100.0 | %
|Cost of revenue |  | 95.0                       |   |  | 94.8  |  
|                |  |                            |   |  |       |  
|Gross profit    |  | 5.0                        | % |  | 5.2   | %
|                |  |                            |   |  |       |  

Revenue in our Construction Management segment for the six months ended March 31, 2010 increased by
$21.6 million, or 50.1%, to $64.6 million compared to $43.1 million primarily as a result of the Peter Brown acquisition on December 31, 2008 which contributed additional revenue of $36.9 million for the six months ended March 31, 2009.
The revenue in our Construction Management segment is generated primarily from the public sector, which comprised 97.9% of the total revenue. The decrease in revenue in the current six months compared to the corresponding period in 2009 resulted
from a decline in the volume of new projects as funding from local municipalities and state agencies continued to decline.

Cost of revenue in our Construction Management segment for the six months ended March 31, 2010 increased $20.6 million, or 50.4%, to
$61.4 million compared to $40.8 million in the corresponding period in fiscal 2009 primarily as a result of the Peter Brown acquisition offset by direct costs decreasing in conjunction with the decrease in revenue. Cost of revenue as a percentage of
revenue increased 0.2% to 95.0% for the six months ended March 31, 2010 compared to 94.8% in the corresponding period in fiscal 2009.

Gross profit in our Construction Management segment for the six months ended March 31, 2010 increased $1.0 million, or 45.2%, to
$3.2 million compared to $2.2 million in the corresponding period in fiscal 2009 due to the Peter Brown acquisition. Gross profit, as a percentage of revenue, decreased by $0.2% to 5.0% for the six months ended March 31, 2010 compared to 5.2%
in the corresponding period in fiscal 2009.

Income Taxes

The income tax (benefit)/provision was $(0.9) million and $3.8 million, which represented effective tax rates of 33.4% and 47.3% for the
three months ended March 31, 2010 and 2009, respectively. For the six months ended March 31, 2010 and 2009, the income tax (benefit)/provision was $(1.5) million and $5.7 million, which represented effective tax rates of 31.0% and 47.9%,
respectively.

We recorded a valuation allowance against our deferred tax assets of approximately $0.4 million and $0.2
million on the deferred tax assets in Puerto Rico for the periods ended March 31, 2010 and September 30, 2009, respectively.

As of March 31, 2010, we had total unrecognized tax benefits of $13.9 million. During the three months ended March 31, 2010,
there were no significant changes in these tax positions to the current or prior reporting periods, changes in settlements with taxing authorities, nor as a result of the lapse of any applicable statutes of limitations.



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##### Table of Contents

We believe it is reasonably possible that the liability for unrecognized tax benefits at
March 31, 2010, may decrease by approximately $1.6 million due to the completion of examinations or the expiration of the statute of limitations within 12 months of March 31, 2010.

We recognize interest and penalties, if applicable, related to unrecognized tax benefits within the provision for income taxes in our
condensed consolidated statements of operations. During the six months ended March 31, 2010 and 2009, we accrued interest of approximately $0.3 million and $0.4 million, respectively, related to unrecognized tax benefits. As of March 31,
2010 and September 30, 2009, we accrued approximately $1.2 million and $0.9 million, respectively, in interest related to unrecognized tax benefits.

Financial Condition and Capital Resources

Cash Flows from Operating Activities

Net cash used in operating activities totaled $3.1 million for the six months ended March 31, 2010 compared to net cash provided by
operating activities of $5.6 million in the corresponding period in fiscal 2009. The decrease was primarily due to our net loss in the first six months of fiscal 2010 of $3.4 million compared to net income of $6.2 million in the corresponding period
in fiscal 2009 and a smaller loss on the interest rate swap partially offset by a decrease in the deferred income tax benefit and additional provisions for bad debt.

Our operating cash flows are heavily influenced by changes in the levels of accounts receivables, unbilled fees and billings in excess of
cost. Unbilled fees are created when we recognize revenue. The unbilled fees are normally invoiced the month after the revenue is recognized unless there are contractual provisions which dictate the timing of billing. Unbilled fees which are not
invoiced the month following revenue are normally invoiced within the following two months. These account balances as well as days sales outstanding, (DSO) in accounts receivable and unbilled fees, net of billings in excess of cost, can
vary based on contract terms and contractual milestones and the timing and size of cash receipts. DSO increased to 88 days for the six months ended March 31, 2010, from 87 days for the fiscal year ended September 30, 2009. We calculate DSO
by dividing accounts receivable, net and unbilled fees, net less billings in excess of cost by average daily gross revenue for the applicable period.

Accounts receivable, net decreased 16.2% to $90.3 million at March 31, 2010 from $107.8 million at September 30, 2009. This
decrease was primarily due to collections in the period. The allowance for doubtful accounts increased by 25.0% to $4.5 million, or 4.6%, of accounts receivable, at March 31, 2010 from $3.6 million, or 3.4%, of accounts receivable at
September 30, 2009. The increase in the allowance for doubtful accounts relates to amounts deemed to be uncollectible related to our international operations. We continuously monitor collection efforts and assess the allowance of doubtful
accounts. Based on this assessment at March 31, 2010, we have deemed the allowance for doubtful accounts to be adequate.

Unbilled fees, net decreased $2.8 million, or 3.3%, to $83.2 million at March 31, 2010 from $86.0 million at September 30,
2009. Historically, unbilled fees are primarily related to work performed in the last month of the fiscal period. Billings usually occur in the month after we recognize the revenue in accordance with the specific contractual provisions. Also
included in unbilled fees is unbilled retainage which is $14.4 million at March 31, 2010. Unbilled retainage on projects will be billed at the completion of the project. Approximately 63% of the unbilled fees, net of unbilled retainage at
March 31, 2010 was billed as of April 30, 2010. The majority of the remainder is expected to be billed within the next two months.



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##### Table of Contents

Cash Flows from Investing Activities

Net cash used in investing activities totaled $5.6 million for the six months ended March 31, 2010 compared to $10.5 million in the
corresponding period in fiscal 2009. The decrease in cash used in investing activities during the six months ended March 31, 2010 from the corresponding period in 2009 was primarily attributable to a $4.0 million decrease in proceeds from life
insurance policies offset by a $3.9 million increase in proceeds from sales of marketable equity securities, $2.9 million net cash paid to purchase marketable equity securities and $2.0 million net cash paid related to the acquisition of Peter Brown
in 2008, whereas no such acquisition payments were made in fiscal 2010.

Cash Flows from Financing Activities

Net cash used in financing activities totaled $9.8 million for the six months ended March 31, 2010 compared to net cash provided by
financing activities of $8.2 million in the corresponding period in fiscal 2009. The decrease in net cash provided by financing activities was primarily attributable to a decrease in net proceeds of $7.1 million from the refinancing of a mortgage,
an increase in the payments made for repurchases of Class A common stock from employees of $6.9 million, a decrease in proceeds from loans against cash surrender life insurance policies of $4.0 million and a decrease of $2.9 million in proceeds
from the sales of our common stock and collection of employee shareholders loans, partially offset by an increase net borrowings under our line of credit of $3.6 million.

Capital Resources

We
have a $60.0 million line of credit agreement with Bank of America, N.A., with a maturity date of October 2011. The line of credit agreement provides for the issuance of letters of credit which reduce the maximum amount available for borrowing. As
of March 31, 2010 and September 30, 2009, we had outstanding letters of credit totaling $4.3 million and $4.4 million, respectively. Included in the March 31, 2010 and September 30, 2009 balances was a $3.6 million letter of
credit relating to a bank guarantee to a client in Doha, Qatar. As a result of the issuance of these letters of credit and outstanding borrowings of $7.3 million and $4.4 million as of March 31, 2010 and September 30, 2009, respectively,
the maximum amount available for borrowing under the line of credit was $52.7 million and $55.6 million as of March 31, 2010 and September 30, 2009, respectively.

The interest rate on the line of credit was 0.73% and 0.75% at March 31, 2010 and September 30, 2009, respectively, and is
either LIBOR plus 50 basis points (currently in use) or Prime minus 125 basis points if our funded debt coverage ratio is less than 2.5. The rate increases to LIBOR plus 75 basis points or Prime minus 100 basis points if our 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 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 line of credit is collateralized by substantially all of our assets. We were in compliance with all financial covenants under the line of credit as of March 31, 2010.

In October 2008, we refinanced a mortgage note with a new seven-year mortgage note in the amount of $13.6 million due in
monthly installments, including interest, over a twenty year period with a balloon payment due on November 1, 2015. The interest rate was 2.5%, at March 31, 2010. In connection with this mortgage, we entered into an interest rate swap
agreement, (Swap), discussed below. The mortgage note includes the same financial covenants as the line of credit. The mortgage note is collateralized by our office building located in Orlando, Florida. We were in compliance with all
financial covenants of the mortgage as of March 31, 2010.



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In connection with the refinancing of the mortgage in October 2008, we entered into a Swap
to manage the cash flow risk associated with changing interest rates related to our mortgage. The Swap has a notional amount of $13.6 million, and effectively converts the floating interest rate on the mortgage note to a fixed rate of 6.2%. The Swap
does not qualify as an accounting hedge and, therefore, the change in the fair value of the Swap, which is adjusted monthly, is recorded as a gain or loss on the interest rate swap in our condensed consolidated statements of operations. The fair
value of the Swap was a liability of approximately $1.0 million at March 31, 2010 and September 30, 2009, and is included in other liabilities in the condensed consolidated balance sheets. The earnings impact of the interest rate swap was
a net loss of $0.2 million and a net gain of $17,000 for the three months ended March 31, 2010 and 2009, respectively, and a net loss of $0.2 million and $1.4 million for the six months ended March 31, 2010 and 2009, respectively.

In certain circumstance, we are required to provide performance and payment bonds in connection with contractual commitments.
These bonds are obtained from surety companies. We are required to indemnify the surety companies for any expenses paid out under these performance bonds. At March 31, 2010, the costs to complete on the Companys $346.2 million outstanding
bid, performance and payment bonds were $130.6 million.

Our capital expenditures are generally for purchases of property and
equipment. Expenditures totaled $5.4 million and $6.0 million for the six months ended March 31, 2010 and 2009, respectively.

Our bylaws provide that our Board of Directors shall establish a stock offering window at least once per year. The stock window allows
full time and part time regular employees and outside directors to purchase shares of Class A common stock and existing shareholders to offer shares of Class A common stock for sale to us. Under the bylaws, we have the right of first
refusal to purchase any shares offered to be sold by existing shareholders. If we decline to purchase the offered shares, they are offered to the Trust/ESOP and then to all shareholders of the Company. Shares may be purchased by employees with
funds set aside prior to the window through the PBSJ Corporation 2008 Employee Payroll Stock Purchase Plan at 90% of fair value.

In the second quarter of fiscal 2010, before the expected opening of our stock trading window, we announced that we are considering
alternatives for raising cash, including: (i) changing our bylaws to permit nonemployee investors to purchase Company stock; (ii) selling the Company to an investor or competitor that will preserve our culture and value;
(iii) obtaining other sources of financing; and (iv) maintaining the status quo, which would mean purchasing a substantial amount of the stock offered by shareholders with promissory notes. As a result of our active engagement in
considering the above alternatives, as well as, due to changes in forecasts and performance metrics since the completion of the September 30, 2009 valuation, we postponed the expected opening of the stock window during the second quarter of
2010 and have engaged independent appraisers to perform a valuation as of March 31, 2010. This valuation is expected to be completed by the end of the third quarter.

At September 30, 2009, we had a liability of $12.7 million and a promissory note of $1.8 million for repurchases during fiscal year
2009 reflected in stock redemption payable and other liabilities, respectively, in the condensed consolidated balance sheet. During the first quarter of fiscal 2010, we paid all of the stock redemption payable at September 30, 2009. There were
no stock redemptions of Class A Common Stock during the second quarter of fiscal 2010. There was no outstanding balance at March 31, 2010 for redemptions payable.

We believe that our existing financial resources, together with our cash flows from operations and availability under our line of credit,
will provide sufficient capital to fund our operations for next twelve months.

Inflation

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



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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 and
letters of credit. The line of credit agreement provides for the issuance of letters of credit which reduce the maximum amount available for borrowing. As of March 31, 2010 and September 30, 2009, we had outstanding letters of credit
totaling $4.3 million and $4.4 million, respectively. Included in the March 31, 2010 and September 30, 2009 balance was a $3.6 million letter of credit relating to a bank guarantee to a client in Doha, Qatar. No amounts have been drawn on
any of these letters of credit.

Related Party Transactions

Information with respect to related party transactions is incorporated by reference from Note 12 Related Party Transactions to
our condensed consolidated financial statements included herein for the quarter ended March 31, 2010.

Recent Accounting
Pronouncements

Information with respect to recent accounting pronouncements is incorporated by reference from Note 1
Summary of Significant Accounting Policies  Recent Accounting Pronouncements to our condensed consolidated financial statements included herein for the quarter ended March 31, 2010.

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, 2009.



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|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 do not hold financial instruments or
derivative commodity instruments to hedge any market risk, nor do we plan to employ them in the near future.

The interest
rate on the line of credit was 0.73% and 0.75% at March 31, 2010 and September 30, 2009, respectively, and is either LIBOR plus 50 basis points (currently in use) or Prime minus 125 basis points if our funded debt coverage ratio is less
than 2.5. The rate increases to LIBOR plus 75 basis points or Prime minus 100 basis points if our 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 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 line of credit is collateralized by substantially all of our
assets. We were in compliance with all financial covenants under the line of credit as of March 31, 2010.

In October
2008, we refinanced a mortgage note with a new seven-year mortgage note in the amount of $13.6 million due in monthly installments, including interest, over a twenty year period with a balloon payment due on November 1, 2015. The interest rate
was 2.5%, at March 31, 2010. The mortgage note includes the same financial covenants as the line of credit. The mortgage note is collateralized by our office building located in Orlando, Florida. We were in compliance with all financial
covenants of the mortgage as of March 31, 2010. In connection with the refinancing of the mortgage in October 2008, we entered into a Swap to manage the cash flow risk associated with changing interest rates related to our mortgage. The Swap
has a notional amount of $13.6 million, and effectively converts the floating interest rate on the mortgage note to a fixed rate of 6.2%. The Swap does not qualify as an accounting hedge and, therefore, the change in the fair value of the Swap,
which is adjusted monthly, is recorded as a gain or loss on the interest rate swap in our condensed consolidated statements of operations. The fair value of the Swap was a liability of approximately $1.0 million at March 31, 2010 and
September 30, 2009, and is included in other liabilities in the condensed consolidated balance sheets.

The interest rate
under our revolving line of credit is 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 $3.1 million as of March 31, 2010 would have resulted in additional annualized interest costs of approximately $31,000.



|Item 4. | Controls and Procedures
|------- | -----------------------

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the
participation of our management, including our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO) of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) or 15d-15(e) under the
Securities Exchange Act of 1934 as amended (the Exchange Act). Based on that evaluation, management, including our CEO and our CFO, concluded that our disclosure controls and procedures are effective to ensure that information required
to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms, and
(ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph
(d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II. Other Information



|ITEM 1. | Legal Proceedings
|------- | -----------------

Information with respect to legal proceedings is incorporated by reference from Note 10 Commitments and Contingencies to our
condensed consolidated financial statements included herein.



|ITEM 1A. | Risk Factors
|-------- | ------------

Information about risk factors for the three and six months ended March 31, 2010 does not differ materially from that set forth in
Part I, Item1A, of our Annual Report on Form 10-K for the year ended September 30, 2009. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and financial
condition.



|ITEM 2. | Unregistered Sale of Equity Security and Use of Proceeds
|------- | --------------------------------------------------------

None.



|ITEM 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|ITEM 4. | Removed and Reserved
|------- | --------------------



|ITEM 5. | Other Information
|------- | -----------------

On May 13, 2010, our Board of Directors approved the amendment and restatement of our Articles of Incorporation
(the Amended and Restated Articles) to delete certain information that was solely of historical interest, including the initial capital of the Company, and update the principal and mailing address of the Company and
the Companys registered agent. The Amended and Restated Articles became effective on May 14, 2010. A copy of the Amended and Restated Articles is attached as Exhibit 3.1 to this Form 10-Q and is hereby
incorporated by reference.

On May 13, 2010, our Board of Directors (including our Compensation Committee) amended all of
our outstanding, unvested restricted stock grants to provide for their automatic acceleration upon the occurrence of a change of control.



|ITEM 6. | Exhibits
|------- | --------

A list of exhibits to this Quarterly Report on Form 10-Q is set forth in the Exhibit Index appearing elsewhere in this Quarterly Report on
Form 10-Q and is incorporated herein by reference.



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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 17, 2010 |  |  |  |  |  | /s/ Robert J. Paulsen                                 |  | 
|                    |  |  |  |  |  | Robert J. Paulsen                                     |  | 
|                    |  |  |  |  |  | Chief Executive Officer
(Principal Executive Officer) |  | 
|                    |  |  |  | 
|Dated: May 17, 2010 |  |  |  |  |  | /s/ Donald J. Vrana                                   |  | 
|                    |  |  |  |  |  | Donald J. Vrana                                       |  | 
|                    |  |  |  |  |  | Senior Vice President, Treasurer and                  |  | 
|                    |  |  |  |  |  | Chief Financial Officer
(Principal Financial Officer) |  | 



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EXHIBIT INDEX



|              |  |                                                                                                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                   
|              | 
|3.1           |  | Amended and Restated Articles of Incorporation of The PBSJ Corporation                                                                                                        
|              | 
|23.1          |  | Consent of Willamette Management Advisors                                                                                                                                     
|              | 
|23.2          |  | Consent of Matheson Financial Advisors                                                                                                                                        
|              | 
|31.1          |  | Certification of Chief Executive Officer Pursuant to Rule 13s-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                    
|              | 
|31.2          |  | Certification of Chief Financial Officer Pursuant to Rule 13s-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                    
|              | 
|32.1          |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



37