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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



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

For the Quarterly Period Ended June 30, 2007

OR



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

For the transition period from  to

Commission File Number 0-30911



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THE PBSJ CORPORATION

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 59-1494168                          
|(State or other jurisdiction of Incorporation or organization) |  | (I.R.S. Employer Identification No.)

5300 West Cypress Street, Suite 200

Tampa, Florida 33607

(Address of principal executive offices)

(813) 282-7275

(Registrants telephone number, including area code)



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

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

 ̈Large accelerated filer ̈Accelerated filer    x  Non-accelerated filer

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

As of August 31, 2007, there were 6,864,618 shares of Common Stock, $.00067 par value per share, outstanding.



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##### Table of Contents

THE PBSJ CORPORATION

Form 10-Q - Quarterly Report

For the Quarterly Period Ended June 30, 2007

Table of Contents



|                              |  |                                                                                       |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|ItemNumber                    |  | CAPTION                                                                               |  | PAGE
|PART 1: FINANCIAL INFORMATION |  |                                                                                      
|                              |  |                                                                                      
|Item 1.                       |  | Unaudited Condensed Consolidated Financial Statements                                 |  | 3   
|                              |  |                                                                                      
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 23  
|                              |  |                                                                                      
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 49  
|                              |  |                                                                                      
|Item 4.                       |  | Controls and Procedures                                                               |  | 50  
|                              | 
|PART II: OTHER INFORMATION    |  |                                                                                      
|                              |  |                                                                                      
|Item 1.                       |  | Legal proceedings                                                                     |  | 53  
|                              |  |                                                                                      
|Item 1A.                      |  | Risk Factors                                                                          |  | 56  
|                              |  |                                                                                      
|Item 2.                       |  | Issuer Purchases of Equity Securities by Issuer and Affiliated Purchasers             |  | 60  
|                              |  |                                                                                      
|Item 3.                       |  | Defaults Upon Senior Securities                                                       |  | 60  
|                              |  |                                                                                      
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                   |  | 60  
|                              |  |                                                                                      
|Item 5.                       |  | Other Information                                                                     |  | 61  
|                              |  |                                                                                      
|Item 6.                       |  | Exhibits                                                                              |  | 61  
|                              | 
|SIGNATURES                    |  | 62                                                                                   



2



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##### Table of Contents

PART 1 FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

THE PBSJ CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)



|                                                                                                                                                                            |  |              |         |   |                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                            |  | June 30,2007 |         |   | September 30,2006 |  
|(Dollars in thousands, except shares and per share amounts)                                                                                                                 |  |              |         |   |                   |   |         |  
|                                                                                                                                                                            |  |             
|Assets                                                                                                                                                                      |  |              |         |   |                   |   |         |  
|Current Assets:                                                                                                                                                             |  |              |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                                                                                   |  | $            | 40      |   |                   | $ | 10      |  
|Accounts receivable, net                                                                                                                                                    |  |              | 84,545  |   |                   |   | 85,210  |  
|Unbilled fees                                                                                                                                                               |  |              | 66,661  |   |                   |   | 62,770  |  
|Assets held for sale                                                                                                                                                        |  |              | 468     |   |                   |   | 4,235   |  
|Other current assets                                                                                                                                                        |  |              | 4,333   |   |                   |   | 3,609   |  
|                                                                                                                                                                            |  |              |         |   |                   |   |         |  
|Total current assets                                                                                                                                                        |  |              | 156,047 |   |                   |   | 155,834 |  
|Property and equipment, net                                                                                                                                                 |  |              | 40,509  |   |                   |   | 40,238  |  
|Cash surrender value of life insurance                                                                                                                                      |  |              | 10,583  |   |                   |   | 10,055  |  
|Deferred income taxes                                                                                                                                                       |  |              | 7,694   |   |                   |   | 10,022  |  
|Goodwill                                                                                                                                                                    |  |              | 22,006  |   |                   |   | 21,692  |  
|Intangible assets, net                                                                                                                                                      |  |              | 983     |   |                   |   | 1,678   |  
|Other assets                                                                                                                                                                |  |              | 4,387   |   |                   |   | 5,430   |  
|                                                                                                                                                                            |  |              |         |   |                   |   |         |  
|Total assets                                                                                                                                                                |  | $            | 242,209 |   |                   | $ | 244,949 |  
|                                                                                                                                                                            |  |              |         |   |                   |   |         |  
|Liabilities and Stockholders Equity                                                                                                                                        |  |              |         |   |                   |   |         |  
|Current Liabilities:                                                                                                                                                        |  |              |         |   |                   |   |         |  
|Accounts payable and accrued expenses                                                                                                                                       |  | $            | 66,875  |   |                   | $ | 88,352  |  
|Liabilities related to assets held for sale                                                                                                                                 |  |              |        |   |                   |   | 2,099   |  
|Accrued reimbursement liability                                                                                                                                             |  |              | 11,675  |   |                   |   | 28,183  |  
|Current portion of long-term debt                                                                                                                                           |  |              | 17,967  |   |                   |   | 1,644   |  
|Current portion of capital leases                                                                                                                                           |  |              | 347     |   |                   |   | 274     |  
|Accrued vacation                                                                                                                                                            |  |              | 12,368  |   |                   |   | 12,173  |  
|Billings in excess of costs                                                                                                                                                 |  |              | 4,741   |   |                   |   | 4,654   |  
|Deferred income taxes                                                                                                                                                       |  |              | 29,488  |   |                   |   | 19,740  |  
|                                                                                                                                                                            |  |              |         |   |                   |   |         |  
|Total current liabilities                                                                                                                                                   |  |              | 143,461 |   |                   |   | 157,119 |  
|Long-term debt, less current portion                                                                                                                                        |  |              | 6,524   |   |                   |   | 6,909   |  
|Capital leases, less current portion                                                                                                                                        |  |              | 452     |   |                   |   | 776     |  
|Deferred compensation                                                                                                                                                       |  |              | 13,202  |   |                   |   | 12,780  |  
|Other liabilities                                                                                                                                                           |  |              | 8,129   |   |                   |   | 8,454   |  
|                                                                                                                                                                            |  |              |         |   |                   |   |         |  
|Total liabilities                                                                                                                                                           |  |              | 171,768 |   |                   |   | 186,038 |  
|                                                                                                                                                                            |  |              |         |   |                   |   |         |  
|Stockholders Equity:                                                                                                                                                       |  |              |         |   |                   |   |         |  
|Common stock, par value $0.00067, 15,000,000 shares authorized, 6,864,619 and 6,849,214 shares issued and outstanding at June 30, 2007
and September 30, 2006, respectively |  |              | 5       |   |                   |   | 5       |  
|Retained earnings                                                                                                                                                           |  |              | 72,259  |   |                   |   | 64,052  |  
|Accumulated other comprehensive income                                                                                                                                      |  |              | (1,716  | ) |                   |   | (1,914  | )
|Unearned compensation and other                                                                                                                                             |  |              | (107    | ) |                   |   | (3,232  | )
|                                                                                                                                                                            |  |              |         |   |                   |   |         |  
|Total stockholders equity                                                                                                                                                  |  |              | 70,441  |   |                   |   | 58,911  |  
|                                                                                                                                                                            |  |              |         |   |                   |   |         |  
|Total liabilities and stockholders equity                                                                                                                                  |  | $            | 242,209 |   |                   | $ | 244,949 |  
|                                                                                                                                                                            |  |              |         |   |                   |   |         |  

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



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##### Table of Contents

THE PBSJ CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)



|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                 |  | Three Months EndedJune 30, |         |   | Nine Months EndedJune 30, |  
|                                                                 |  | 2007                       |         |   | 2006                      |   |         | 2007 |  |   | 2006    |  
|(Dollars in thousands, except per share amounts)                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|                                                                 |  |                            |         |  
|Earned revenue:                                                  |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Engineering fees                                                 |  | $                          | 150,150 |   |                           | $ | 138,927 |      |  | $ | 427,034 |   |  | $ | 401,144 |  
|Direct reimbursable expenses                                     |  |                            | 32,201  |   |                           |   | 28,393  |      |  |   | 88,868  |   |  |   | 78,717  |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net earned revenue                                               |  |                            | 117,949 |   |                           |   | 110,534 |      |  |   | 338,166 |   |  |   | 322,427 |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Costs and expenses:                                              |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Direct salaries and direct costs                                 |  |                            | 42,115  |   |                           |   | 40,371  |      |  |   | 123,714 |   |  |   | 118,292 |  
|General and administrative expenses, including indirect salaries |  |                            | 67,151  |   |                           |   | 60,423  |      |  |   | 195,833 |   |  |   | 178,129 |  
|(Insurance proceeds) and (gain) loss on recoveries               |  |                            | (12     | ) |                           |   | 116     |      |  |   | (1,989  | ) |  |   | (1,633  | )
|Investigation and related costs                                  |  |                            | 519     |   |                           |   | 2,718   |      |  |   | 3,758   |   |  |   | 10,833  |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Total costs and expenses                                         |  |                            | 109,773 |   |                           |   | 103,628 |      |  |   | 321,316 |   |  |   | 305,621 |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Operating income                                                 |  |                            | 8,176   |   |                           |   | 6,906   |      |  |   | 16,850  |   |  |   | 16,806  |  
|                                                                 |  |                            |         |  
|Other income (expenses):                                         |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Interest expense                                                 |  |                            | (489    | ) |                           |   | (1,039  | )    |  |   | (1,051  | ) |  |   | (1,996  | )
|Other, net                                                       |  |                            | 20      |   |                           |   | 299     |      |  |   | 65      |   |  |   | 562     |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Total other income (expenses)                                    |  |                            | (469    | ) |                           |   | (740    | )    |  |   | (986    | ) |  |   | (1,434  | )
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Income before income taxes                                       |  |                            | 7,707   |   |                           |   | 6,166   |      |  |   | 15,864  |   |  |   | 15,372  |  
|                                                                 |  |                            |         |  
|Provision for income taxes (benefit)                             |  |                            | (54     | ) |                           |   | 2,030   |      |  |   | 4,072   |   |  |   | 6,702   |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net income                                                       |  | $                          | 7,761   |   |                           | $ | 4,136   |      |  | $ | 11,792  |   |  | $ | 8,670   |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net income per share:                                            |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Basic                                                            |  | $                          | 1.25    |   |                           | $ | 0.64    |      |  | $ | 1.90    |   |  | $ | 1.29    |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Diluted                                                          |  | $                          | 1.18    |   |                           | $ | 0.60    |      |  | $ | 1.77    |   |  | $ | 1.20    |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Weighted average shares outstanding:                             |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Basic                                                            |  |                            | 6,194   |   |                           |   | 6,452   |      |  |   | 6,210   |   |  |   | 6,746   |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Diluted                                                          |  |                            | 6,597   |   |                           |   | 6,929   |      |  |   | 6,661   |   |  |   | 7,220   |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  

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



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##### Table of Contents

THE PBSJ CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                            |  |                           |          |   |      |   |         |  
|------------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | ------- | -
|                                                                                            |  | Nine Months EndedJune 30, |         
|                                                                                            |  | 2007                      |          |   | 2006 |  
|(Dollars in thousands)                                                                      |  |                           |          |   |      |   |         |  
|                                                                                            |  |                          
|Cash flows from operating activities:                                                       |  |                           |          |   |      |   |         |  
|Net income                                                                                  |  | $                         | 11,792   |   |      | $ | 8,670   |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |                           |          |   |      |   |         |  
|(Increase) decrease in cash surrender value of life insurance                               |  |                           | (104     | ) |      |   | 274     |  
|Depreciation and amortization                                                               |  |                           | 8,344    |   |      |   | 8,150   |  
|Loss (gain) on sale of property and equipment                                               |  |                           | 2        |   |      |   | (516    | )
|Gain from shares recovered                                                                  |  |                           |         |   |      |   | (537    | )
|Gain from sale of marketable securities                                                     |  |                           |         |   |      |   | (270    | )
|Provision for bad debt and unbillable amounts                                               |  |                           | 400      |   |      |   | 463     |  
|Provision for deferred income taxes                                                         |  |                           | 12,078   |   |      |   | 10,099  |  
|Provision for and amortization of deferred compensation                                     |  |                           | 1,302    |   |      |   | 1,436   |  
|Change in operating assets and liabilities, net of acquisitions:                            |  |                           |          |   |      |   |         |  
|Decrease (increase) in accounts receivable                                                  |  |                           | 262      |   |      |   | (12,000 | )
|(Increase) decrease in unbilled fees and billings in excess of cost                         |  |                           | (3,804   | ) |      |   | 3,567   |  
|Decrease in assets held for sale                                                            |  |                           | 3,915    |   |      |   | 8,199   |  
|Increase in other current assets                                                            |  |                           | (724     | ) |      |   | (1,783  | )
|Decrease (increase) in other assets                                                         |  |                           | 896      |   |      |   | (331    | )
|Decrease in accounts payable and accrued expenses                                           |  |                           | (17,080  | ) |      |   | (23,008 | )
|Decrease in liabilities of assets held for sale                                             |  |                           | (2,099   | ) |      |   | (4,627  | )
|(Decrease) increase in accrued reimbursement liability                                      |  |                           | (16,508  | ) |      |   | 4,329   |  
|Increase in accrued vacation                                                                |  |                           | 195      |   |      |   | 1,161   |  
|Decrease in other liabilities                                                               |  |                           | (1,879   | ) |      |   | (542    | )
|                                                                                            |  |                           |          |   |      |   |         |  
|Net cash (used in) provided by operating activities                                         |  |                           | (3,012   | ) |      |   | 2,734   |  
|                                                                                            |  |                           |          |   |      |   |         |  
|Cash flows from investing activities:                                                       |  |                           |          |   |      |   |         |  
|Investment in life insurance policies                                                       |  |                           | (424     | ) |      |   | (454    | )
|Acquisitions and purchase price adjustments, net of cash acquired                           |  |                           | (314     | ) |      |   | (5,529  | )
|Dividends reinvested in marketable securities                                               |  |                           |         |   |      |   | (21     | )
|Proceeds from sale of marketable securities                                                 |  |                           |         |   |      |   | 680     |  
|Proceeds from the sale of property and equipment                                            |  |                           | 6        |   |      |   | 620     |  
|Purchase of property and equipment                                                          |  |                           | (7,894   | ) |      |   | (8,564  | )
|                                                                                            |  |                           |          |   |      |   |         |  
|Net cash used in investing activities                                                       |  |                           | (8,626   | ) |      |   | (13,268 | )
|                                                                                            |  |                           |          |   |      |   |         |  
|Cash flows from financing activities:                                                       |  |                           |          |   |      |   |         |  
|Borrowings under line of credit                                                             |  |                           | 188,785  |   |      |   | 54,459  |  
|Payments under line of credit                                                               |  |                           | (172,462 | ) |      |   | (52,078 | )
|Principal payments under notes and mortgage payable                                         |  |                           | (385     | ) |      |   | (284    | )
|Principal payments under capital lease obligations                                          |  |                           | (285     | ) |      |   | (309    | )
|Common stock:                                                                               |  |                           |          |   |      |   |         |  
|Proceeds from shareholder loan                                                              |  |                           | 15       |   |      |   |        |  
|Proceeds from sale                                                                          |  |                           |         |   |      |   | 4,276   |  
|Payments for repurchase                                                                     |  |                           | (4,000   | ) |      |   | (18,072 | )
|                                                                                            |  |                           |          |   |      |   |         |  
|Net cash provided by (used in) financing activities                                         |  |                           | 11,668   |   |      |   | (12,008 | )
|                                                                                            |  |                           |          |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                        |  |                           | 30       |   |      |   | (22,542 | )
|Cash and cash equivalents at beginning of period                                            |  |                           | 10       |   |      |   | 22,556  |  
|                                                                                            |  |                           |          |   |      |   |         |  
|Cash and cash equivalents at end of period                                                  |  | $                         | 40       |   |      | $ | 14      |  
|                                                                                            |  |                           |          |   |      |   |         |  
|Non-cash investing and financing activities:                                                |  |                           |          |   |      |   |         |  
|Property and equipment financed under capital leases                                        |  | $                         | 34       |   |      | $ | 497     |  
|Change in fair value of marketable securities available for sale                            |  | $                         |         |   |      | $ | 23      |  
|Payable to former shareholders for repurchase of stock                                      |  | $                         | 205      |   |      | $ | 1,939   |  
|Notes payable issued in exchange for shares                                                 |  | $                         | 1,463    |   |      | $ | 1,334   |  
|Cash paid for interest                                                                      |  | $                         | 1,630    |   |      | $ | 109     |  
|Cash paid for income taxes                                                                  |  | $                         | 3,406    |   |      | $ | 3,152   |  

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



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##### Table of Contents

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

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the interim period contain all
adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position of The PBSJ Corporation (the Company) as of June 30, 2007 and the results of operations and cash flows for the periods
presented. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to the consolidated financial statements included in the Companys Form 10-K for the
year ended September 30, 2006. The accounting policies followed for interim financial reporting are the same as disclosed in Note 1 of the notes to the consolidated financial statements included in the Companys Annual Report on Form 10-K.
The results of operations for the three and nine-month periods ended June 30, 2007 and 2006 are not necessarily indicative of the results to be expected for the fiscal year.

Reclassifications

We have reclassified certain segment information items in prior-period financial
statements to conform to the fiscal year 2007 reorganization of the Companys reportable segments. For additional information, see Note 6, Segment Reporting. These reclassifications had no effect on the Companys
financial position, results of operations, or cash flows for prior periods presented in this Form 10-Q.

Basic and Diluted Earnings Per Share

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



|                                              |  |                            |  |                           |  |       |  |      
|--------------------------------------------- |  | -------------------------- |  | ------------------------- |  | ----- |  | -----
|                                              |  | Three Months EndedJune 30, |  | Nine Months EndedJune 30,
|                                              |  | 2007                       |  | 2006                      |  | 2007  |  | 2006 
|Weighted average shares outstanding - Basic   |  | 6,194                      |  | 6,452                     |  | 6,210 |  | 6,746
|Effect of dilutive unvested restricted stock  |  | 403                        |  | 477                       |  | 451   |  | 474  
|                                              |  |                            |  |                           |  |       |  |      
|Weighted average shares outstanding - Diluted |  | 6,597                      |  | 6,929                     |  | 6,661 |  | 7,220
|                                              |  |                            |  |                           |  |       |  |      

Revenue Recognition

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



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##### Table of Contents

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

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

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

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

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

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

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

Direct Reimbursable Expenses

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



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Capital Structure

The by-laws of the Company require that common stock held by employee shareholders who terminate employment with the Company be offered for sale at fair market value to the Company, which has right of first refusal.
Should the Company decline to purchase the shares, the shares must next be offered to the Companys profit sharing and employee stock ownership plans at fair market value, and then ultimately to shareholders who are employees of the Company.
The by-laws of the Company provide that the fair market value be determined by an appraisal. Other than agreements with certain retired Directors, as of June 30, 2007 and September 30, 2006, there is no outstanding common stock held by
individuals no longer employed by the Company.

During fiscal year 2006, the Company repurchased stock held by employee shareholders who
terminated employment with the Company at a per share price ranging from $24.00 to $27.00, pending completion of the September 30, 2005 valuation. In January 2007, the September 30, 2005 valuation was finalized and established the price
per share at $28.00. As a result of the September 30, 2005 valuation, accruals totaling $2.1 million were recorded as of September 30, 2006 in the accompanying condensed consolidated balance sheet to account for the stock price
differentials

During the nine-month period ended June 30, 2007, the Company repurchased stock by employee shareholders who terminated
employment with the Company at a per share price ranging from $22.40 to $28.00, pending completion of the September 30, 2006 valuation. In May 2007, the September 30, 2006 valuation was completed establishing a valuation price of $24.34
per share. At June 30, 2007, the Company adjusted its accrual for the stock price differentials to account for the September 30, 2006 valuation by decreasing the adjusted accrual balance to approximately $579,000 at June 30, 2007,
which is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet.

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

Other Employee Stock Sales and Purchases

Eligible employees are allowed to purchase Company stock once a year, during a specified timeframe. With the exception of those considered to be
insiders, as defined, employees who receive bonuses each year are allowed to use their bonus payments received in December following the Companys fiscal year end to make their final payment for their stock purchase.

The stock window usually takes place on an annual basis for a one week period during the month of March. The Company suspended the stock window for
March 2006 until the final impact of the restatement of the Companys condensed consolidated financial statements was determined and all SEC filing regulations are met such as, the timely filing of quarterly and annual reports.

The stock window also allowed existing shareholders to offer shares of common stock for sale to the Company. Under the corporate by-laws, the Company has
the first right of refusal to purchase these shares. If the Company declines to purchase the offered shares, they are offered to the Employee Profit Sharing and Stock Ownership Plan and Trust (ESOP) and then to all shareholders who are
employees.



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The Company cancelled the stock window for fiscal 2007 because the Company was not current in filing its
quarterly reports for fiscal 2007 with the SEC. Instead the Company authorized an internal market window (internal window) for employee shareholders to purchase and sell shares of the Company. The Company facilitated this internal window
by matching employee shareholders who wished to purchase and sell shares at the September 30, 2006 valuation price of $24.34. The Company had the option, but not the obligation, to purchase any unmatched sell shares that employee shareholders
wished to sell and which did not have a matching employee shareholder purchaser. The internal window started on July 2, 2007 and ended on July 27, 2007. Eligible buyers were employees and directors of the Company and the Companys
ESOP. At the end of the internal window, there were unmatched sell shares. The Company did not exercise its right to purchase the unmatched sell shares. The unmatched sell shares were next offered to the Companys ESOP, which agreed to purchase
all of the unmatched sell shares.

Recent Accounting Pronouncements

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

In September 2006, FASB issued SFAS No. 158 (SFAS 158), Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans. This standard requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The Company is required to adopt the recognition and related disclosure provisions of SFAS 158 beginning with our fourth
quarter of the fiscal year ending September 30, 2007. If the Company had applied SFAS 158 at the end of fiscal year 2006, using the Companys September 30, 2006 actuarial valuation, we would have recorded a pre-tax charge to
accumulated other comprehensive income totaling $876,000 ($545,000 after tax) representing the difference between the funded status of the plan based on the projected benefit obligation and the amounts recorded in the accompanying condensed
consolidated balance sheet at September 30, 2006. The Company is also required to adopt the measurement provisions of SFAS 158 for the fiscal year ending September 30, 2009. This provision requires companies to measure plan assets and
benefit obligations as of the date of the Companys fiscal year-end. No change in measurement dates will be necessary since the Company currently meets this requirement.

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

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (SAB 108). SAB 108 addresses how the effects of prior year
uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether
either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. When the effect of initial adoption is material, companies will record the effect as a cumulative effect adjustment to
beginning of year retained earnings. SAB 108 will be effective for the Company for the fiscal year ending September 30, 2007. We have adopted SAB 108 in our first quarter of fiscal 2007. The adoption of SAB 108 did not have a material impact on
our condensed consolidated financial statements.



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In July 2006, the FASB issued Interpretation (FIN) No. 48 Accounting for
Uncertainty in Income Taxes  an interpretation of FASB No. 109 (FIN 48). This interpretation establishes guidelines and thresholds that must be met for the recognition and measurement of a tax position taken or
expected to be taken in a tax return. The provisions of FIN 48 are effective for the Company for fiscal year ending September 30, 2008. The Company is currently evaluating the impact of adopting FIN 48 on its condensed consolidated financial
statements.

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

In May 2005, the FASB issued SFAS
No. 154 (SFAS 154),Accounting Changes and Error Corrections (SFAS 154), which replaces APB Opinion No. 20 Accounting Changes and SFAS No. 3 Reporting Accounting
Changes in Interim Financial Statements. SFAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS 154 also
requires that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed a
restatement. SFAS 154 is effective for accounting changes and correction of errors made in the first annual reporting period beginning after December 15, 2005. We early adopted SFAS 154 in fiscal year ended September 30, 2005, and have
reported and disclosed the correction of errors in our previously reported consolidated financial statements in accordance with SFAS 154. The other reporting and disclosure requirements of SFAS 154 did not have a material impact on our condensed
consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS 123(R)), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first annual period beginning after December
2005, with early adoption encouraged. We have adopted SFAS 123(R) in our first quarter of fiscal year 2007, beginning October 1, 2006. The adoption of SFAS 123(R) resulted in the reclassification of the balance of unvested restricted stock, in
the amount of $3.1 million, as a credit to unearned compensation in stockholders equity and a corresponding reduction to retained earnings for the same amount in the accompanying condensed consolidated balance sheet as of December 31,
2006.



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2. Insurance Proceeds and Gain/Loss on Recoveries

All assets recovered during the investigation and not yet liquidated, were classified as assets held for sale in the accompanying condensed consolidated
balance sheets and were recorded at their estimated fair value, less estimated costs to sell, as of the date recovered. The recovered assets consisted of personal homes, condominiums and other real estate, automobiles, funds from bank accounts,
jewelry, fine-arts and cash proceeds from the liquidation of personal retirement accounts. Some of the real estate recovered was acquired subject to existing debt, liens or mortgage notes. Such debt is reported as liabilities related to assets held
for sale in the accompanying condensed consolidated balance sheets at September 30, 2006. The Company does not own any other assets held for sale other than those recovered during the investigation. Gain from recovered assets has been
recognized at the estimated fair value of the assets recovered, less related debt and estimated costs to sell the assets. The (gain) loss on recovered assets is included in insurance proceeds and (gain) loss on recoveries in the accompanying
condensed consolidated statements of operations for the three and nine-month periods ended June 30, 2007 and 2006.

In the second
fiscal quarter of 2006, approximately 19,000 shares of the Companys common stock were surrendered. These shares were not included in assets held for sale, as the estimated fair value of such shares was recorded as a reduction of
stockholders equity. The gain on recovery of misappropriated assets of $537,000 was included in gain on recoveries in the accompanying condensed consolidated statements of operations for the nine-month period ended June 30, 2006.

The Company carries insurance to cover fiduciary and crime liability. The policy is renewed on an annual basis and was in effect for
the periods in which the participants misappropriated funds of the Company. The stated aggregate limits for the annual policies from March 1992 through April 2005 are $22.0 million. The Company filed a claim under the annual policy for the
period ending in April 2005 (the 2005 Policy), to recover some of the misappropriation losses which resulted from the embezzlement. In January 2007, we received $2.0 million, the stated limit under the 2005 Policy. The
insurance proceeds were recognized in insurance proceeds and gain on recoveries in the accompanying condensed consolidated statement of operations for the nine-month-period ended June 30, 2007. The Company will be filing additional claims under
each of the annual policies for the periods starting in 1992 through 2004. At the present time, the Company is unable to predict the likely outcome of these claims and accordingly has not recorded any insurance receivable.

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

The following table sets forth the components
of the gain on recoveries and related investigation expenses:



|                                                 |  |                            |     |   |                           |   |       |      |  |   |        |   |  |   |        |  
|------------------------------------------------ |  | -------------------------- | --- | - | ------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                 |  | Three Months EndedJune 30, |     |   | Nine Months EndedJune 30, |  
|                                                 |  | 2007                       |     |   | 2006                      |   |       | 2007 |  |   | 2006   |  
|(Dollars in thousands)                           |  |                            |     |   |                           |   |       |      |  |   |        |   |  |   |        |  
|                                                 |  |                            |     |  
|Insurance proceeds from misappropriation loss    |  | $                          |    |   |                           | $ |      |      |  | $ | (2,000 | ) |  | $ |       |  
|(Gain) loss on recoveries                        |  |                            | (12 | ) |                           |   | 116   |      |  |   | 11     |   |  |   | (1,633 | )
|                                                 |  |                            |     |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Insurance proceeds and (gain) loss on recoveries |  |                            | (12 | ) |                           |   | 116   |      |  |   | (1,989 | ) |  |   | (1,633 | )
|                                                 |  |                            |     |   |                           |   |       |      |  |   |        |   |  |   |        |  
|                                                 |  |                            |     |  
|Legal fees                                       |  |                            | 442 |   |                           |   | 786   |      |  |   | 1,511  |   |  |   | 3,649  |  
|Forensic accounting fees and related costs       |  |                            | 39  |   |                           |   | 1,945 |      |  |   | 2,173  |   |  |   | 6,395  |  
|Other                                            |  |                            | 38  |   |                           |   | (13   | )    |  |   | 74     |   |  |   | 789    |  
|                                                 |  |                            |     |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Investigation and related costs                  |  |                            | 519 |   |                           |   | 2,718 |      |  |   | 3,758  |   |  |   | 10,833 |  
|                                                 |  |                            |     |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Total                                            |  | $                          | 507 |   |                           | $ | 2,834 |      |  | $ | 1,769  |   |  | $ | 9,200  |  
|                                                 |  |                            |     |   |                           |   |       |      |  |   |        |   |  |   |        |  



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During the nine-month period ended June 30, 2007, we recognized $2.0 million in insurance proceeds
received related to a claim filed by the Company under its fiduciary and crime liability insurance policy. Additionally, in the three and nine-month periods ended June 30, 2007, we incurred $519,000 and $3.8 million, respectively, in costs to
investigate and quantify the impact of the embezzlement, and in costs related to the recovery and maintenance of certain assets.

During
the three and nine-month periods ended June 30, 2006, we recorded a loss from recovered assets of $116,000 and a gain of $1.6 million, respectively. The gain of $1.6 million for the nine-month period ended June 30, 2006 included $1.4
million in gain related to real estate assets recovered which were classified as assets held for sale. Additionally, for the three and nine-month period ended June 30, 2006, we incurred $2.7 million and $10.8 million, respectively in
investigation and related costs. The recorded gains and losses from recovered assets and the investigation and related costs have been allocated to our segments based on the individual segments proportionate share of general and administrative
costs (G&A) to total Company G&A costs.

3. Assets Held for Sale

During the course of the investigation into the misappropriations (See Note 2 for further discussion), the Company identified and recovered certain assets
acquired by the participants using misappropriated Company funds. At June 30, 2007, the remaining assets held for sale did not have any outstanding debt, liens or mortgage notes.

During the nine-month period ended June 30, 2007, the Company sold a real estate asset for $3.7 million which was subject to a mortgage of $2.1
million. The Company recognized an additional $98,000 in losses, primarily additional unanticipated closing costs related to the sale and interest payments on the debt. The Company intends to sell the remaining assets as soon as practicable.



|                                             |  |              |     |   |                   |   |        |  
|-------------------------------------------- |  | ------------ | --- | - | ----------------- | - | ------ | -
|                                             |  | June 30,2007 |     |   | September 30,2006 |  
|(Dollars in thousands)                       |  |              |     |   |                   |   |        |  
|                                             |  |             
|Assets held for sale at estimated fair value |  | $            | 513 |   |                   | $ | 4,545  |  
|Less: estimated costs to sell                |  |              | (45 | ) |                   |   | (310   | )
|                                             |  |              |     |   |                   |   |        |  
|Adjusted fair value of assets held for sale  |  |              | 468 |   |                   |   | 4,235  |  
|Outstanding mortgage liabilities assumed     |  |              |    |   |                   |   | (2,099 | )
|                                             |  |              |     |   |                   |   |        |  
|Net fair value of assets held for sale       |  | $            | 468 |   |                   | $ | 2,136  |  
|                                             |  |              |     |   |                   |   |        |  

4. Commitments and Contingencies

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

As of June 30, 2007, there were various legal proceedings pending against the Company, where plaintiffs allege damages resulting from the
Companys engineering services. The plaintiffs allegations of liability in those cases seek recovery for damages caused by the Company based on various theories of negligence, contributory negligence or breach of contract. The Company
accrues for contingencies when a loss is probable and the amounts can be reasonably estimated. During the nine-month period ended June 30, 2007, the Company settled three large cases which resulted in a reduction of the accrual of approximately
$1.1 million, and the remaining decrease in the balance relates to other small cases. As of June 30, 2007 and September 30, 2006, the Company had accruals of approximately $4.3 million and $5.9 million, respectively, for all potential and
existing claims, lawsuits and pending proceedings that, in managements opinion, are probable and can be reasonably estimated.



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In July 1998, we entered into an agreement with West Frisco Development Corporation (WFDC) to
provide various services, among which was a flood plain study to be used by WFDC, the City of Frisco and the Federal Emergency Management Agency (FEMA). In 2003, the City of Frisco retained the services of a third-party architecture and
engineering firm in connection with the extension and widening of Teel Road which lies within the greater drainage basin included in the Companys original flood plain study. This architecture and engineering firms assessment of the flood
plain study determined that the Company used incorrect assumptions when calculating the size of the drainage culverts required for the increased development of the areas transportation infrastructure. Based on this assessment, the Company has
entered into negotiations with the City of Frisco to correct the drainage needs to support the Teel Road expansion project. As a result, the Company had recorded an estimated liability of $3.1 million to cover the costs associated with correcting
the drainage needs of the Teel Road expansion project. Included in this estimate is the purchase of a parcel of land for $1.5 million, the remaining balance of $1.6 million is reflected in other liabilities in the accompanying condensed consolidated
balance sheets as of June 30, 2007 and September 30, 2006.

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

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

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

The Company determined corrected overhead rates considering the impact of the misappropriations and considering the impact of additional
errors identified. The Company and its advisors have been working with its government clients to finalize the refund amount (See Note 4 for further discussion). The Company estimates that the cumulative refund amount, before any payments, resulting
from the overstated overhead rates is $38.7 million through June 30, 2007 ($42.0 million as of September 30, 2006), including interest that the Company will generally be required to reimburse its government clients. Based on settlements to
date and new information, the Company has changed its estimate of the accrued reimbursement liability and has recorded a reduction in the liability with a corresponding increase in engineering fees in the amount of $2.5 million and $3.0 million
during the three and nine-month periods ended June 30, 2007, respectively. At June 30, 2007 and September 30, 2006, the accrued reimbursement liability was $11.7 million and $28.2 million, respectively, in the accompanying condensed
consolidated balance sheets.

In July 2006, we entered into a settlement agreement with the State of Texas, Department of Transportation
which resolves all claims that the State of Texas may have had against us for overpayments related to the restatement of overhead rates on billings on or before April 30, 2006 under contracts with that agency based on our payment of
approximately $5.4 million and provides for the determination of the appropriate overhead rate for billings after April 30, 2006. In November 2006, we entered into a settlement agreement with the Florida Department of Transportation which
resolves all claims that agency may have had against us for the overstatement of rates on billings through September 30, 2005 (and with respect to cost contracts through September 30, 2006) under our contracts with them based on our
payment of approximately $12.5 million. This settlement agreement also provided for the determination of the appropriate overhead rate refund for fiscal year 2006 billings under fixed price contracts. The additional refund amount was finalized in
March 2007 and totaled $425,000.



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

The settlements described above, net of settlements paid in fiscal year 2006 and the nine-month period ended June 30, 2007, are included in the accrued reimbursement liability in the Companys condensed
consolidated financial statements at June 30, 2007. We are in discussions with our remaining government clients to enter into settlement agreements in order to satisfy any refund obligations, which are in various stages of settlement.

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

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

5. Income Taxes

The income tax provisions
(benefit) were $(54,000) and $2.0 million, and $4.1 million and $6.7 million, which represented effective tax rates of (0.7)% and 32.9%, and 25.7% and 43.6%, for the three and nine-month periods ended June 30, 2007 and 2006, respectively.

The Companys effective tax rate is based on expected income, statutory tax rates, and tax planning opportunities available in the
various jurisdictions in which the Company operates. Significant judgment is required in determining the effective tax rate and in evaluating the Companys tax positions. The Company establishes reserves when, despite its belief that the tax
return positions are fully supportable, it believes that certain positions, if challenged by the taxing authorities will likely be resolved unfavorably to us. These reserves are adjusted in light of changing facts and circumstances, such as the
progress of a tax audit or current developments in tax law. The Companys annual tax rate includes the impact of reserve provisions and changes to reserves. While it is often difficult to predict the final outcome, or the timing of resolution
of any particular matter, the Company believes that its reserves reflect the probable outcome of known tax contingencies. Resolution of the tax contingencies would be recognized as an increase or decrease to the Companys tax rate in the period
of resolution. During the three and nine-month periods ended June 30, 2007 and 2006, the Federal statute of limitations expired on returns filed for the years ended September 30, 2003 and 2002. The Company is no longer subject to U.S.
Federal examination for these years. As a result, the Company reduced its tax contingency accrual by approximately $3.8 million and $1.0 million, respectively. This decreased the Companys effective tax rate by 49.3% and 24.0% for the three and
nine-month periods ended June 30, 2007, respectively and by 16.2% and 6.5% for the three and nine-month periods ended June 30, 2006, respectively.



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6. Segment Reporting

In fiscal year 2007, we restructured our internal organization to better leverage our technical capabilities in servicing the needs of our clients which resulted in a change in the composition of our reportable
segments. Under the new structure, the Company will continue to provide segment information on four reportable segments: Transportation Services, Construction Management, Civil Engineering, and Environmental Services; however, two type of services,
Information Solutions, which was previously reported in the Environmental Services segment, and Evacuation Planning which was previously reported in the Transportation Services segment, were moved to Civil Engineering. Accordingly, have reclassified
segment information for prior periods presented, as applicable, to conform to the current reportable segment structure

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

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

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

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



15



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##### Table of Contents

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



|                                    |  |                        |         |                        |   |                  |  |   |                       |   |       |   |        |  |   |        
|----------------------------------- |  | ---------------------- | ------- | ---------------------- | - | ---------------- |  | - | --------------------- | - | ----- | - | ------ |  | - | -------
|                                    |  | TransportationServices |         | ConstructionManagement |   | CivilEngineering |  |   | EnvironmentalServices |   | Total
|(Dollars in thousands)              |  |                        |         |                        |   |                  |  |   |                       |   |       |   |        |  |   |        
|                                    |  |                        |         |                        |  
|Three Months Ended June 30, 2007    |  |                        |         |                        |   |                  |  |   |                       |   |       |   |        |  |   |        
|Engineering fees                    |  | $                      | 54,970  |                        | $ | 21,444           |  | $ | 40,478                |   |       | $ | 33,258 |  | $ | 150,150
|Net earned revenue                  |  |                        | 41,473  |                        |   | 17,702           |  |   | 32,333                |   |       |   | 26,441 |  |   | 117,949
|Operating income                    |  |                        | 2,477   |                        |   | 1,102            |  |   | 1,753                 |   |       |   | 2,844  |  |   | 8,176  
|Depreciation and amortization       |  |                        | 870     |                        |   | 294              |  |   | 955                   |   |       |   | 561    |  |   | 2,680  
|Purchases of property and equipment |  |                        | 949     |                        |   | 400              |  |   | 808                   |   |       |   | 595    |  |   | 2,752  
|Total assets as of June 30, 2007    |  |                        | 91,163  |                        |   | 36,805           |  |   | 61,338                |   |       |   | 52,903 |  |   | 242,209
|                                    |  |                        |         |                        |  
|Three Months Ended June 30, 2006    |  |                        |         |                        |   |                  |  |   |                       |   |       |   |        |  |   |        
|Engineering fees                    |  | $                      | 54,541  |                        | $ | 23,792           |  | $ | 31,430                |   |       | $ | 29,164 |  | $ | 138,927
|Net earned revenue                  |  |                        | 41,391  |                        |   | 19,619           |  |   | 26,535                |   |       |   | 22,989 |  |   | 110,534
|Operating income                    |  |                        | 3,842   |                        |   | 2,615            |  |   | (520                  | ) |       |   | 969    |  |   | 6,906  
|Depreciation and amortization       |  |                        | 1,006   |                        |   | 325              |  |   | 667                   |   |       |   | 870    |  |   | 2,868  
|Purchases of property and equipment |  |                        | 1,407   |                        |   | 616              |  |   | 1,068                 |   |       |   | 849    |  |   | 3,940  
|Total assets as of June 30, 2006    |  |                        | 93,287  |                        |   | 40,794           |  |   | 62,222                |   |       |   | 47,587 |  |   | 243,890
|                                    |  |                        |         |                        |  
|                                    |  | TransportationServices |         | ConstructionManagement |   | CivilEngineering |  |   | EnvironmentalServices |   | Total
|(Dollars in thousands)              |  |                        |         |                        |   |                  |  |   |                       |   |       |   |        |  |   |        
|                                    |  |                        |         |                        |  
|Nine Months Ended June 30, 2007     |  |                        |         |                        |   |                  |  |   |                       |   |       |   |        |  |   |        
|Engineering fees                    |  | $                      | 160,728 |                        | $ | 64,890           |  | $ | 108,144               |   |       | $ | 93,272 |  | $ | 427,034
|Net earned revenue                  |  |                        | 121,017 |                        |   | 53,856           |  |   | 88,305                |   |       |   | 74,988 |  |   | 338,166
|Operating income                    |  |                        | 6,192   |                        |   | 4,834            |  |   | 796                   |   |       |   | 5,028  |  |   | 16,850 
|Depreciation and amortization       |  |                        | 2,757   |                        |   | 924              |  |   | 2,861                 |   |       |   | 1,802  |  |   | 8,344  
|Purchases of property and equipment |  |                        | 2,747   |                        |   | 1,152            |  |   | 2,243                 |   |       |   | 1,752  |  |   | 7,894  
|Total assets as of June 30, 2007    |  |                        | 91,163  |                        |   | 36,805           |  |   | 61,338                |   |       |   | 52,903 |  |   | 242,209
|                                    |  |                        |         |                        |  
|Nine Months Ended June 30, 2006     |  |                        |         |                        |   |                  |  |   |                       |   |       |   |        |  |   |        
|Engineering fees                    |  | $                      | 153,436 |                        | $ | 67,096           |  | $ | 102,341               |   |       | $ | 78,271 |  | $ | 401,144
|Net earned revenue                  |  |                        | 118,091 |                        |   | 55,624           |  |   | 86,591                |   |       |   | 62,121 |  |   | 322,427
|Operating income                    |  |                        | 7,709   |                        |   | 3,745            |  |   | 4,287                 |   |       |   | 1,065  |  |   | 16,806 
|Depreciation and amortization       |  |                        | 2,857   |                        |   | 981              |  |   | 2,291                 |   |       |   | 2,021  |  |   | 8,150  
|Purchases of property and equipment |  |                        | 3,051   |                        |   | 1,431            |  |   | 2,300                 |   |       |   | 1,782  |  |   | 8,564  
|Total assets as of June 30, 2006    |  |                        | 93,287  |                        |   | 40,794           |  |   | 62,222                |   |       |   | 47,587 |  |   | 243,890

7. Long-Term Debt



|                                                                                                                                                                                                                                                                                                                                                                  |  |              |        |                   |   |      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | ----------------- | - | -----
|                                                                                                                                                                                                                                                                                                                                                                  |  | June 30,2007 |        | September 30,2006
|(Dollars in thousands)                                                                                                                                                                                                                                                                                                                                            |  |              |        |                   |   |      
|                                                                                                                                                                                                                                                                                                                                                                  |  |             
|Line of credit                                                                                                                                                                                                                                                                                                                                                    |  | $            | 17,455 |                   | $ | 1,132
|Mortgage note payable due in monthly installments starting on April 16, 2001, with interest, collateralized by real property; unpaid
principal due March 16, 2011. Interest at LIBOR plus the floating rate margin of not less than 65 basis points and not greater than 90 basis points (5.97% and 5.98% at June 30, 2007 and September 30, 2006,
respectively). |  |              | 7,036  |                   |   | 7,421
|Capital lease obligations                                                                                                                                                                                                                                                                                                                                         |  |              | 799    |                   |   | 1,050
|                                                                                                                                                                                                                                                                                                                                                                  |  |              |        |                   |   |      
|                                                                                                                                                                                                                                                                                                                                                                  |  |              | 25,290 |                   |   | 9,603
|                                                                                                                                                                                                                                                                                                                                                                  |  |             
|Less current portion of long-term debt                                                                                                                                                                                                                                                                                                                            |  |              | 17,967 |                   |   | 1,644
|Less current portion of capital lease obligations                                                                                                                                                                                                                                                                                                                 |  |              | 347    |                   |   | 274  
|                                                                                                                                                                                                                                                                                                                                                                  |  |              |        |                   |   |      
|Long-term debt and capital lease obligations                                                                                                                                                                                                                                                                                                                      |  | $            | 6,976  |                   | $ | 7,685
|                                                                                                                                                                                                                                                                                                                                                                  |  |              |        |                   |   |      



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##### Table of Contents

The Company has a $58 million line of credit agreement, inclusive of up to $10 million in letters of
credit, with Bank of America, N.A. (the Bank). The expiration date on the line of credit is June 30, 2008. The letters of credit reduce the maximum amount available for borrowing. As of June 30, 2007 and September 30,
2006, the Company had letters of credit outstanding totaling $1.9 million and $4.3 million, respectively. As of June 30, 2007 and September 30, 2006, we had letters of credit for $2.2 million to guarantee insurance payments. In addition,
in the second quarter of 2006, we issued a letter of credit which expired in November 2006 and was not renewed, for $2.0 million to cover risk of insolvency for the FDOT. No amounts have been drawn on any of these letters of credit. 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 $38.7 million and $52.6 million as of June 30, 2007 and September 30, 2006, respectively. As of
June 30, 2007, debt outstanding under our line of credit has increased primarily due to payments made for client reimbursements.

The
interest rate (5.82% at June 30, 2007 and September 30, 2006, respectively) ranges from LIBOR plus 50 basis points to Prime minus 125 basis points if the Companys funded debt coverage ratio is less than 2.5. The range increases to
LIBOR plus 75 basis points to Prime minus 100 basis points if the Companys funded debt coverage ratio is between 2.5 to 3.0. The line of credit contains clauses requiring the maintenance of various covenants and financial ratios including
minimum levels of net worth, a minimum coverage ratio of certain fixed charges and a minimum leverage ratio of earnings before interest, taxes, depreciation and amortization to funded debt. The Company was in compliance with or obtained a waiver of
default of the line of credit financial covenants as of June 30, 2007. The line of credit is collateralized by substantially all of the Companys assets.

On March 19, 2001, the Company entered into a mortgage note with an original principal amount of $9.0 million due in monthly installments starting on April 16, 2001, with interest. Interest on the mortgage
is LIBOR plus the floating rate margin of not less than 65 basis points and not greater than 90 basis points. A balloon payment is due on the mortgage on March 16, 2011. The effective interest rate on the mortgage note was 5.97% and 5.98% at
June 30, 2007 and September 30, 2006, respectively. Our adjustable rate mortgage calls for an interest rate based on the 30 day LIBOR plus a margin of .065%. The mortgage agreement contains clauses requiring the maintenance of various
covenants and financial ratios. The mortgage note is collateralized by the office building located in Maitland, Florida. The Bank has provided us a waiver of default caused by our failure to deliver to the Bank unaudited financial statements for the
quarters ended December 31, 2006, March 31, 2007 and June 30, 2007, so long as the quarterly statements are delivered no later than September 30, 2007. The bank has also provided a waiver of the minimum net worth covenant
for all periods in fiscal year 2007.

The Companys capital leases consisted primarily of equipment. The interest rate used in
computing the minimum lease payments range from 2.23% to 5.23%. The leases were capitalized 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.

8. Comprehensive Income

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



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##### Table of Contents

The components of comprehensive income are as follows:



|                                                                                      |  |                            |       |      |                           |       |      |  |      |        |  |   |       |  
|------------------------------------------------------------------------------------- |  | -------------------------- | ----- | ---- | ------------------------- | ----- | ---- |  | ---- | ------ |  | - | ----- | -
|                                                                                      |  | Three Months EndedJune 30, |       |      | Nine Months EndedJune 30, |      
|                                                                                      |  | 2007                       |       | 2006 |                           |       | 2007 |  | 2006 |       
|(Dollars in thousands)                                                                |  |                            |       |      |                           |       |      |  |      |        |  |   |       |  
|                                                                                      |  |                            |       |     
|Net income                                                                            |  | $                          | 7,761 |      | $                         | 4,136 |      |  | $    | 11,792 |  | $ | 8,670 |  
|Other comprehensive income:                                                           |  |                            |       |      |                           |       |      |  |      |        |  |   |       |  
|Unrealized gain on available for sale marketable securities held for sale, net of tax |  |                            |      |      |                           |      |      |  |      |       |  |   | 14    |  
|Realized gain on available for sale marketable securities held for sale, net of tax   |  |                            |      |      |                           | (242  | )    |  |      |       |  |   | (242  | )
|Unrealized gain on interest rate swap, net of tax                                     |  |                            |      |      |                           |      |      |  |      |       |  |   | 35    |  
|Minimum pension liability adjustment, net of tax                                      |  |                            | 61    |      |                           | 177   |      |  |      | 198    |  |   | 177   |  
|                                                                                      |  |                            |       |      |                           |       |      |  |      |        |  |   |       |  
|Total comprehensive income                                                            |  | $                          | 7,822 |      | $                         | 4,071 |      |  | $    | 11,990 |  | $ | 8,654 |  
|                                                                                      |  |                            |       |      |                           |       |      |  |      |        |  |   |       |  

9. Goodwill and Other Intangible Assets

The changes in the carrying amounts of goodwill by segment for the nine-month period ended June 30, 2007 are as follows:



|                               |  |                                 |       |              |   |       |  |               |       |       |   |        |  |   |       
|------------------------------ |  | ------------------------------- | ----- | ------------ | - | ----- |  | ------------- | ----- | ----- | - | ------ |  | - | ------
|                               |  | Nine Months Ended June 30, 2007
|                               |  | Transportation                  |       | Construction |   | Civil |  | Environmental |       | Total
|(Dollars in thousands)         |  |                                 |       |              |   |       |  |               |       |       |   |        |  |   |       
|                               |  |                                 |       |              |  
|Goodwill, beginning of period  |  | $                               | 3,922 |              | $ |      |  | $             | 2,641 |       | $ | 15,129 |  | $ | 21,692
|EIP purchase price adjustments |  |                                 |      |              |   |      |  |               |      |       |   | 314    |  |   | 314   
|                               |  |                                 |       |              |   |       |  |               |       |       |   |        |  |   |       
|Goodwill, end of period        |  | $                               | 3,922 |              | $ |      |  | $             | 2,641 |       | $ | 15,443 |  | $ | 22,006
|                               |  |                                 |       |              |   |       |  |               |       |       |   |        |  |   |       

The Companys intangibles assets consisted of the following:



|                          |  |                       |  |                      |       |                         |   |      
|------------------------- |  | --------------------- |  | -------------------- | ----- | ----------------------- | - | -----
|                          |  |                       |  | June 30, 2007       
|                          |  | Estimated UsefulLives |  | Gross CarryingAmount |       | AccumulatedAmortization
|(Dollars in thousands)    |  |                       |  |                      |       |                         |   |      
|                          |  |                       | 
|Client list               |  | 10 years              |  | $                    | 1,963 |                         | $ | 1,088
|Backlog                   |  | 3 years               |  |                      | 2,679 |                         |   | 2,679
|Website                   |  | 7 years               |  |                      | 200   |                         |   | 131  
|Pension intangible assets |  | 6 years               |  |                      | 1,946 |                         |   | 1,946
|Employee agreements       |  | 3 years               |  |                      | 67    |                         |   | 28   
|                          |  |                       |  |                      |       |                         |   |      
|                          |  |                       |  | $                    | 6,855 |                         | $ | 5,872
|                          |  |                       |  |                      |       |                         |   |      
|                          |  |                      
|                          |  |                       |  | September 30, 2006  
|                          |  | Estimated UsefulLives |  | Gross CarryingAmount |       | AccumulatedAmortization
|(Dollars in thousands)    |  |                       |  |                      |       |                         |   |      
|                          |  |                       | 
|Client list               |  | 10 years              |  | $                    | 1,963 |                         | $ | 877  
|Backlog                   |  | 3 years               |  |                      | 2,679 |                         |   | 2,232
|Website                   |  | 7 years               |  |                      | 200   |                         |   | 110  
|Pension intangible assets |  | 6 years               |  |                      | 1,946 |                         |   | 1,946
|Employee agreements       |  | 3 years               |  |                      | 67    |                         |   | 12   
|                          |  |                       |  |                      |       |                         |   |      
|                          |  |                       |  | $                    | 6,855 |                         | $ | 5,177
|                          |  |                       |  |                      |       |                         |   |      



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##### Table of Contents

10. Related Party Transactions

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

Pursuant to the Companys by-laws, the Company is permitted to repurchase stock by delivery of a promissory note to the employee. On February 23, 2006 the Company repurchased 46,000 shares and 3,400 shares,
respectively, of the Companys stock from Richard Wickett and Kathryn Wilson in the original principal amounts of $1.2 million and $92,000, respectively. The shares were repurchased for $27.00 per share which represents the September 30,
2004 share price, pending completion of the valuation of the Companys stock as of September 30, 2005. At June 30, 2007, the Company had an accrual of $49,400 for the difference between the purchase price and the September 30,
2005 share value of $28.00. At June 30, 2007, the notes bear interest at the rate of 8.25% per annum and such rate is adjusted to the then current prime rate of Bank of America on December 31stof each year. Accrued interest and $1 of principal is due monthly on the notes with all remaining principal and accrued interest due and payable on the five year anniversary of the
date of issuance.

On February 13, 2007, the Company repurchased an
additional 46,607 shares of the Companys stock from Richard Wickett in the original principal amount of approximately $1.0 million, by issuing a promissory note. The additional shares were purchased for $22.40 which represents 80% of the
September 30, 2005 share price, pending completion of the valuation of the Companys stock as of September 30, 2006. In May 2007, the September 30, 2006 valuation was completed establishing a valuation price of $24.34 per share.
The Company recorded an additional accrual for the difference between the purchase price and the September 30, 2006 valuation price. At June 30, 2007, the note bears interest at the rate of 8.25% per annum and such rate is adjusted to
the then current prime rate of Bank of America on December 31stof each year. Accrued interest and $1 of principal is due monthly on the note with all
remaining principal and accrued interest due and payable on the five year anniversary of the date of issuance.

Both notes are
subject to the Companys right of set off, which permits the Company to set off all claims it may have against the payee against amounts due and owing under the notes. The balances of the notes and the accruals for the stock price differentials
were $2.5 million and $1.4 million at June 30, 2007 and September 30, 2006, respectively, and were included in other liabilities in the accompanying condensed consolidated balance sheets.

During the third quarter of fiscal 2007, as permitted under certain conditions pursuant to the terms of the agreement, the Company discontinued payments,
and the provision of other benefits, to Richard Wickett under his Supplemental Retirement Agreement. Mr. Wickett has the right to appeal the decision and the projected benefit obligation remains accrued as deferred compensation in the
accompanying condensed consolidated balance sheets

On June 1, 2007, the
Company repurchased 21,500 shares of the Companys stock from a retiring employee for approximately $523,000, comprised of $104,000 in cash and a note in the amount of $419,000. The note bears interest at 8.25% per annum and is adjusted to
the then current prime rate of Bank of America on December 31st, of each year. Principal payments of $105,000 and accrued interest are due each year
on the anniversary of the note commencing on June 1, 2008 and ending June 1, 2011. The Company paid off the entire note balance in August 2007.

In July 2007, pursuant to the Companys by-laws, the Company did not exercise its right of first refusal to redeem the shares offered for redemption by John Shearer, our former National Service Director and
Senior Vice President. In accordance with the Companys by-laws, the shares were next offered to our ESOP plan; the ESOP plan has agreed to redeem the shares over the course of five years. The first annual installment of 54,567 shares
was redeemed on July 8, 2007 at the established valuation price of $24.34 for a total of $1.3 million. Subsequent annual installments of 10,940, 33,261, 33,261 and 33,261 shares will be redeemed in the second quarter of each fiscal year
beginning with fiscal year 2008 by our ESOP plan at a price per share established by future valuations of the Companys shares.



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##### Table of Contents

11. Acquisition

On April 30, 2006, we acquired 100% of the stock of EIP Associates (EIP) for $6.0 million, net of cash acquired of $15,000, comprised of $5.5 million in cash, $334,000 accrued additional purchase
price and $200,000 held in escrow. The purchase price was allocated to the respective assets and liabilities based on their estimated fair values as of the acquisition date. The allocation of the purchase price resulted in assets of $9.0 million,
including approximately $1.5 million of intangible assets and $3.7 million of goodwill and liabilities of $3.9 million. EIP specializes in environmental, urban planning, water resource planning and natural resources in California. The EIP
acquisition greatly enhances our technical strength in the California environmental, water and planning markets and enhances our general presence in California.

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

12. Defined Benefit Retirement Plan

The Company uses a September 30 measurement date for its plans. The following table provides a summary of the Companys periodic costs related
to its defined benefit retirement plan:



|                                              |  |                            |     |                           |   |      |  |      |       |  |   |      
|--------------------------------------------- |  | -------------------------- | --- | ------------------------- | - | ---- |  | ---- | ----- |  | - | -----
|                                              |  | Three Months EndedJune 30, |     | Nine Months EndedJune 30,
|                                              |  | 2007                       |     | 2006                      |   | 2007 |  | 2006
|(Dollars in thousands)                        |  |                            |     |                           |   |      |  |      |       |  |   |      
|                                              |  |                            |     |                          
|Service benefits earned during period         |  | $                          | 123 |                           | $ | 185  |  | $    | 369   |  | $ | 555  
|Interest cost on projected benefit obligation |  |                            | 195 |                           |   | 173  |  |      | 585   |  |   | 519  
|Amortization:                                 |  |                            |     |                           |   |      |  |      |       |  |   |      
|Prior service cost                            |  |                            |    |                           |   | 81   |  |      |      |  |   | 243  
|Net loss from past experience                 |  |                            | 109 |                           |   | 99   |  |      | 327   |  |   | 297  
|                                              |  |                            |     |                           |   |      |  |      |       |  |   |      
|Net periodic pension expense                  |  | $                          | 427 |                           | $ | 538  |  | $    | 1,281 |  | $ | 1,614
|                                              |  |                            |     |                           |   |      |  |      |       |  |   |      

13. Restricted Stock

Restricted stock awards are offered throughout the year, and are intended to provide long-term incentives to key employees. Awards of restricted stock are subject to transfer restrictions and risk of forfeiture until
they are earned. Shares of restricted stock become fully vested usually over a period of several years of continued employment and are subject to total forfeiture if the employee ceases to be employed prior to the restricted stock vesting date,
except in certain limited circumstances described in the individual restricted stock award agreement. During the restriction period, holders have the rights of shareholders, including the right to vote, but cannot transfer ownership of their shares.

Effective October 1, 2006, we have adopted SFAS 123(R) using the modified prospective method. The adoption of SFAS 123(R) did not
have a material impact on the Companys financial position, results of operations or cash flows. Restricted stock is recorded at fair value on the date of issuance. Pursuant to Company guidelines, the Company may not issue restricted stock if,
after issuing the shares, the total number of restricted shares outstanding would exceed ten percent of the total shares outstanding. The Company satisfies the issuance of restricted stock with newly issued shares.



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##### Table of Contents

The Company maintains the following restricted stock plans:

Retention

This program awards
restricted shares to key employees in middle management or higher positions for the purpose of providing long-term incentives. The awards are made on a case-by-case basis at the discretion of Senior Management. These awards are generally issued and
become fully vested usually after five years of continuous service with the Company.

Acquisitions

When the Company acquires a firm, restricted stock is awarded to retain key employees who are generally not the principal owners of the acquired
firm. Shares become fully vested usually after three to five years of continuous service with the Company.

KERP

The Key Employee Retention Program (KERP), provides an annual restricted stock award equal to five percent of the participants annual
gross salary for a period of up to ten years. Benefits vest at age 56 and after ten years of continuous service with the Company, or upon either retirement, or death, or disability.

Other

The Company has one other plan
under which no new grants have been awarded since fiscal year 1997. As of June 30, 2007, this plan had 187,390 shares outstanding with unrecognized compensation cost of $92,000 which will be recognized through 2017.

The following tables summarize information about restricted shares:



|                               |  |                       |   |  |                                     |      
|------------------------------ |  | --------------------- | - |  | ----------------------------------- | -----
|                               |  | RestrictedStock Units |   |  | WeightedAverageGrant-DateFair Value
|(Shares in thousands)          |  |                       |   |  |                                     |      
|                               |  |                      
|Unvested at September 30, 2006 |  | 514,663               |   |  | $                                   | 11.11
|Granted                        |  | 35,967                |   |  |                                     | 24.34
|Vested                         |  | (8,300                | ) |  |                                     | 14.88
|Forfeited                      |  | (7,708                | ) |  |                                     | 25.90
|                               |  |                       |   |  |                                     |      
|Unvested at June 30, 2007      |  | 534,622               |   |  | $                                   | 11.79
|                               |  |                       |   |  |                                     |      



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|              |  |                   |  |                                     |       |                                             |   |                                |  |     
|------------- |  | ----------------- |  | ----------------------------------- | ----- | ------------------------------------------- | - | ------------------------------ |  | ----
|              |  | OutstandingShares |  | WeightedAverageGrant DateFair Value |       | UnrecognizedCompensationCost (in thousands) |   | RemainingWeightedAveragePeriod
|June 30, 2007 |  |                   |  |                                     |       |                                             |   |                                |  |     
|              |  |                   |  |                                    
|Retention     |  | 264,230           |  | $                                   | 14.08 |                                             | $ | 1,847                          |  | 4.1 
|Acquisition   |  | 40,369            |  |                                     | 24.47 |                                             |   | 409                            |  | 2.1 
|KERP          |  | 42,633            |  |                                     | 23.29 |                                             |   | 805                            |  | 10.7
|Other         |  | 187,390           |  |                                     | 3.22  |                                             |   | 92                             |  | 5.4 
|              |  |                   |  |                                     |       |                                             |   |                                |  |     
|              |  | 534,622           |  | $                                   | 11.79 |                                             | $ | 3,153                          |  | 5.6 
|              |  |                   |  |                                     |       |                                             |   |                                |  |     

The weighted average grant-date fair values of shares granted during the nine-month periods ended
June 30, 2007 and 2006 were $24.34 and $28.00, respectively. The total fair value of shares vested, on the vesting dates, for the nine-month periods ended June 30, 2007 and 2006 was $202,000 and $580,000, respectively. The total amount of
compensation expense recognized under these agreements during the three and nine-month periods ended June 30, 2007 and 2006, were $230,000 and $199,000, and $697,000 and $594,000, respectively, and was included in general and administrative
expenses in the accompanying unaudited condensed consolidated statements of operations.

14. Subsequent Event

On August 31, 2007, the Company entered into an agreement to sell its office building located in Doral, Florida, for $22.1 million in cash. Upon
closing of the sale which occurred on September 14, 2007, the Company entered into a 10 year triple net lease agreement, with an option to renew the lease for an additional five years. Under the lease agreement, the base annual rent will be $1.7
million and will escalate at the rate of 2% per year. The Company will be responsible for all operating expenses, taxes, insurance, repairs and maintenance and other costs of operating the premises.



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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 Form 10-Q.

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

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



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##### Table of Contents

1. Results of Operations

The following table sets forth the percentage of net earned revenue represented by the items in our condensed consolidated statements of operations for the three-month and nine-month periods ended June 30, 2007
and 2006, respectively:



|                                                                 |  |                             |   |  |                            |   |  |       |   |  |       |  
|---------------------------------------------------------------- |  | --------------------------- | - |  | -------------------------- | - |  | ----- | - |  | ----- | -
|                                                                 |  | Three Months Ended June 30, |   |  | Nine Months Ended June 30, |  
|                                                                 |  | 2007                        |   |  | 2006                       |   |  | 2007  |   |  | 2006  |  
|Engineering fees                                                 |  | 127.3                       | % |  | 125.7                      | % |  | 126.3 | % |  | 124.4 | %
|Direct reimbursable expenses                                     |  | 27.3                        |   |  | 25.7                       |   |  | 26.3  |   |  | 24.4  |  
|                                                                 |  |                             |   |  |                            |   |  |       |   |  |       |  
|Net earned revenue                                               |  | 100.0                       |   |  | 100.0                      |   |  | 100.0 |   |  | 100.0 |  
|                                                                 |  |                             |   | 
|Costs and expenses:                                              |  |                             |   |  |                            |   |  |       |   |  |       |  
|Direct salaries and direct costs                                 |  | 35.7                        |   |  | 36.5                       |   |  | 36.6  |   |  | 36.7  |  
|General and administrative expenses, including indirect salaries |  | 56.9                        |   |  | 54.7                       |   |  | 57.9  |   |  | 55.2  |  
|(Gain) loss on recoveries                                        |  |                            |   |  | 0.1                        |   |  | (0.6  | ) |  | (0.5  | )
|Investigation and related costs                                  |  | 0.4                         |   |  | 2.5                        |   |  | 1.1   |   |  | 3.4   |  
|                                                                 |  |                             |   |  |                            |   |  |       |   |  |       |  
|Operating income                                                 |  | 7.0                         |   |  | 6.2                        |   |  | 5.0   |   |  | 5.2   |  
|Interest expense                                                 |  | (0.4                        | ) |  | (0.9                       | ) |  | (0.3  | ) |  | (0.6  | )
|Other, net                                                       |  |                            |   |  | 0.3                        |   |  |      |   |  | 0.2   |  
|                                                                 |  |                             |   |  |                            |   |  |       |   |  |       |  
|Income before income taxes                                       |  | 6.6                         |   |  | 5.6                        |   |  | 4.7   |   |  | 4.8   |  
|Provision for income taxes                                       |  |                            |   |  | 1.8                        |   |  | 1.2   |   |  | 2.1   |  
|                                                                 |  |                             |   |  |                            |   |  |       |   |  |       |  
|Net income                                                       |  | 6.6                         | % |  | 3.8                        | % |  | 3.5   | % |  | 2.7   | %
|                                                                 |  |                             |   |  |                            |   |  |       |   |  |       |  

A summary of our operating results for the three-month and nine-month periods ended June 30,
2007 and 2006 is as follows:



|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                 |  | Three Months EndedJune 30, |         |   | Nine Months EndedJune 30, |  
|                                                                 |  | 2007                       |         |   | 2006                      |   |         | 2007 |  |   | 2006    |  
|(Dollars in thousands)                                           |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|                                                                 |  |                            |         |  
|Engineering fees                                                 |  | $                          | 150,150 |   |                           | $ | 138,927 |      |  | $ | 427,034 |   |  | $ | 401,144 |  
|Direct reimbursable expenses                                     |  |                            | 32,201  |   |                           |   | 28,393  |      |  |   | 88,868  |   |  |   | 78,717  |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net earned revenue                                               |  |                            | 117,949 |   |                           |   | 110,534 |      |  |   | 338,166 |   |  |   | 322,427 |  
|                                                                 |  |                            |         |  
|Costs and expenses:                                              |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Direct salaries and direct costs                                 |  |                            | 42,115  |   |                           |   | 40,371  |      |  |   | 123,714 |   |  |   | 118,292 |  
|General and administrative expenses, including indirect salaries |  |                            | 67,151  |   |                           |   | 60,423  |      |  |   | 195,833 |   |  |   | 178,129 |  
|(Gain) loss on recoveries                                        |  |                            | (12     | ) |                           |   | 116     |      |  |   | (1,989  | ) |  |   | (1,633  | )
|Investigation and related costs                                  |  |                            | 519     |   |                           |   | 2,718   |      |  |   | 3,758   |   |  |   | 10,833  |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Operating income                                                 |  |                            | 8,176   |   |                           |   | 6,906   |      |  |   | 16,850  |   |  |   | 16,806  |  
|Interest expense                                                 |  |                            | (489    | ) |                           |   | (1,039  | )    |  |   | (1,051  | ) |  |   | (1,996  | )
|Other, net                                                       |  |                            | 20      |   |                           |   | 299     |      |  |   | 65      |   |  |   | 562     |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Income before income taxes                                       |  |                            | 7,707   |   |                           |   | 6,166   |      |  |   | 15,864  |   |  |   | 15,372  |  
|Provision for income taxes                                       |  |                            | (54     | ) |                           |   | 2,030   |      |  |   | 4,072   |   |  |   | 6,702   |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Net income                                                       |  | $                          | 7,761   |   |                           | $ | 4,136   |      |  | $ | 11,792  |   |  | $ | 8,670   |  
|                                                                 |  |                            |         |   |                           |   |         |      |  |   |         |   |  |   |         |  



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##### Table of Contents

Overview

Business Overview

In fiscal year 2007, we restructured our internal organization to better leverage our technical
capabilities in servicing the needs of our clients which resulted in a change in the composition of our reportable segments. Under the new structure, the Company will continue to provide segment information on four reportable segments:
Transportation Services, Construction Management, Civil Engineering, and Environmental Services; however, two types of services, Information Solutions, which was previously reported in the Environmental Services segment, and Evacuation Planning
which was previously reported in the Transportation Services segment, were moved to Civil Engineering. Accordingly, have reclassified segment information for prior periods presented, as applicable, to conform to the current reportable segment
structure.

We provide services to both private and public sector clients, with the public sector comprising approximately 75% of our
engineering fees. During the nine-month period ended June 30, 2007, all segments, except Construction Management, experienced growth in engineering fees. The Civil Engineering segment benefited from the addition of several large contracts with
FEMA and the Department of Defense. This increase was partly offset by a decline in business activity in the residential market, especially in California and the Southwest markets and from the winding down of the hurricanes disaster response
projects that hit Florida in calendar years 2005 and 2004. The Construction Management experienced a decline in engineering fees from a slow down in the Construction Consulting practice in the Southeast Region and a decrease in projects with the
Army Corps of Engineers in New Orleans. The increase in engineering fees for the Transportation Services segment was due primarily to incremental workload in the National Services group due to additional assignments with the Air National Guard
Bureau (ANGB) and several projects in the Structures group. The Transportation Services segments engineering fees continued to be negatively impacted by the temporary stoppage on bidding for new jobs with the TxDOT. Our
Environmental Services segment experienced growth in engineering fees primarily from the EIP acquisition and additional lump sum contracts in the East Region. As of June 30, 2007, the Companys revenue backlog was about $516.2 million as
compared to $487.4 million as of September 30, 2006, representing a 5.9% increase.

We earn revenue for time spent on projects, in
addition to certain direct reimbursable expenses of our projects, such as travel and lodging, blueprints and sub-contractor expenses. The fluctuation in direct reimbursable expenses, specifically sub-contractor costs, including travel and lodging,
will influence the fluctuation of our net earned revenue (NER). For instance, our Civil Engineering segment experienced a significant increase in direct reimbursable expenses during the nine-month period ended June 30, 2007, as
compared to 2006, resulting from a high usage of subcontractors costs, including travel and lodging, related to several projects with FEMA. As a result, our Civil Engineering segments NER grew at a lower rate than its engineering fees,
because more work was being performed by subcontractors. During the nine-month period ended June 30, 2007, the Company experienced an increase in indirect salaries reflecting a decrease in chargeability. As chargeability of our technical
professionals time decreases, direct salary costs decrease proportionately along with it, while indirect salary costs increase, as less of the technical staffs time worked is being charged back to our clients.

Our NER is also impacted by our ability to capture our technical professional staffs time and charge it to projects. As chargeability of our
technical professionals time increases, engineering fees and direct salaries increase along with it, while indirect salaries decrease, as more of the technical staffs time worked is being charged back to our clients. When chargeability
decreases, there is an increase in indirect salaries and a corresponding reduction in direct salaries and engineering fees. All segments experienced increases in indirect salaries during the nine-month period ended June 30, 2007, as compared to
the same period in 2006. These increases were primarily due to the retention of our professional staff, during temporary stoppage on bidding for new jobs with TxDOT, in anticipation of executing future contracts and investing in market development
activities. For instance, the Civil Engineering segment retained its professional staff in maintaining the Companys readiness capabilities to respond to future disaster projects.



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##### Table of Contents

Business Environment

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

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

In 2007, federal spending remained strong especially in the area of national defense. The state and local government markets remained weak but the market
for our specialized services in the area of risk and emergency management strengthened due in part to hurricanes and wild fires. Near term expectations are for the Federal Department of Defense and Homeland Security sectors to remain strong. State
and local government markets will remain weak but will improve as increased tax revenue from private sector recovery trickles into the government sector. In 2007, the economy is in a slow down environment with improving private sector corporate
profitability, while investment in residential housing development is decreasing. When the economy resumes its momentum, we expect the private sector to strengthen, which increases opportunity and fortifies our strategy for greater balance between
the public and private sectors.

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

Segment Results of Operations

In
fiscal year 2007, we restructured our operating segments to better leverage our technical capabilities to serve the interests of our strategic clients and markets. Under the new structure, the Company will continue to have four segments:
Transportation Services, Construction Management, Civil Engineering, and Environmental Services; however, two types of services, Information Solutions, which was previously reported in the Environmental Services segment, and Evacuation Planning
which was previously reported in the Transportation Services segment, were moved to Civil Engineering. We restated prior periods presented in this Form 10-Q, as applicable, to conform to the current organizational structure.



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##### Table of Contents

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

The Construction Management segment provides a wide range of services as an
agent for our clients, including contract administration, inspection, field testing, scheduling/estimating, instituting project controls and quality assessment. We also may act as the program director of a project whereby on behalf of the owner of
the project, we provide scheduling, cost estimating and construction observation services for the project, or our services may be limited to providing construction consulting. We currently serve transportation departments in 19 states and perform
toll services in 9 states for both public and private toll clients.

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

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

The accounting policies of the segments are the same as those described in the notes to the accompanying condensed consolidated financial statements. We
evaluate performance based on operating income (loss) of the respective segments. The discussion that follows is a summary analysis of the primary changes in operating results by segment for the three and nine-month periods ended June 30, 2007
as compared to 2006.

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



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|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|-------------------------------------------------- |  | --------------------------- | ------ | - | -------------------------- | ----- | - | ---- | - | ------ | ------- |  | ----- | ---- |  | - | ------- | - |  | ----- | - |  | ------- | ------- | - |  | ----- | -
|                                                   |  | Three Months Ended June 30, |        |   | Nine Months Ended June 30, |      
|                                                   |  | 2007                        |        |   | % ofNER                    |       |   | 2006 |   |        | % ofNER |  |       | 2007 |  |   | % ofNER |   |  | 2006  |   |  | % ofNER |        
|Transportation Services                            |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Engineering fees                                   |  | $                           | 54,970 |   |                            | 132.5 | % |      | $ | 54,541 |         |  | 131.8 | %    |  | $ | 160,728 |   |  | 132.8 | % |  | $       | 153,436 |   |  | 129.9 | %
|Direct reimbursable expenses                       |  |                             | 13,497 |   |                            | 32.5  |   |      |   | 13,150 |         |  | 31.8  |      |  |   | 39,711  |   |  | 32.8  |   |  |         | 35,345  |   |  | 29.9  |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Net earned revenues (NER)                          |  |                             | 41,473 |   |                            | 100.0 |   |      |   | 41,391 |         |  | 100.0 |      |  |   | 121,017 |   |  | 100.0 |   |  |         | 118,091 |   |  | 100.0 |  
|Direct salaries and direct costs                   |  |                             | 15,328 |   |                            | 37.0  |   |      |   | 15,198 |         |  | 36.7  |      |  |   | 45,360  |   |  | 37.5  |   |  |         | 43,198  |   |  | 36.6  |  
|Indirect salaries                                  |  |                             | 8,950  |   |                            | 21.6  |   |      |   | 7,880  |         |  | 19.0  |      |  |   | 26,911  |   |  | 22.2  |   |  |         | 23,807  |   |  | 20.2  |  
|General and administrative costs                   |  |                             | 14,544 |   |                            | 35.1  |   |      |   | 13,458 |         |  | 32.5  |      |  |   | 41,938  |   |  | 34.7  |   |  |         | 40,100  |   |  | 34.0  |  
|(Insurance proceeds) and (gain) loss on recoveries |  |                             | (1     | ) |                            |      |   |      |   | 40     |         |  | 0.1   |      |  |   | (692    | ) |  | (0.6  | ) |  |         | (582    | ) |  | (0.5  | )
|Investigation and related costs                    |  |                             | 175    |   |                            | 0.4   |   |      |   | 973    |         |  | 2.4   |      |  |   | 1,308   |   |  | 1.1   |   |  |         | 3,859   |   |  | 3.3   |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Total costs and expenses                           |  |                             | 38,996 |   |                            | 94.0  |   |      |   | 37,549 |         |  | 90.7  |      |  |   | 114,825 |   |  | 94.9  |   |  |         | 110,382 |   |  | 93.5  |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Operating income                                   |  | $                           | 2,477  |   |                            | 6.0   | % |      | $ | 3,842  |         |  | 9.3   | %    |  | $ | 6,192   |   |  | 5.1   | % |  | $       | 7,709   |   |  | 6.5   | %
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|                                                   |  |                             |        |   |                            |       |   |     
|Construction Management                            |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Engineering fees                                   |  | $                           | 21,444 |   |                            | 121.1 | % |      | $ | 23,792 |         |  | 121.3 | %    |  | $ | 64,890  |   |  | 120.5 | % |  | $       | 67,096  |   |  | 120.6 | %
|Direct reimbursable expenses                       |  |                             | 3,742  |   |                            | 21.1  |   |      |   | 4,173  |         |  | 21.3  |      |  |   | 11,034  |   |  | 20.5  |   |  |         | 11,472  |   |  | 20.6  |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Net earned revenues (NER)                          |  |                             | 17,702 |   |                            | 100.0 |   |      |   | 19,619 |         |  | 100.0 |      |  |   | 53,856  |   |  | 100.0 |   |  |         | 55,624  |   |  | 100.0 |  
|Direct salaries and direct costs                   |  |                             | 6,914  |   |                            | 39.1  |   |      |   | 7,485  |         |  | 38.2  |      |  |   | 21,089  |   |  | 39.2  |   |  |         | 21,724  |   |  | 39.1  |  
|Indirect salaries                                  |  |                             | 3,496  |   |                            | 19.7  |   |      |   | 3,505  |         |  | 17.9  |      |  |   | 10,095  |   |  | 18.7  |   |  |         | 9,812   |   |  | 17.6  |  
|General and administrative costs                   |  |                             | 6,117  |   |                            | 34.6  |   |      |   | 5,600  |         |  | 28.5  |      |  |   | 17,580  |   |  | 32.6  |   |  |         | 18,806  |   |  | 33.8  |  
|(Insurance proceeds) and (gain) loss on recoveries |  |                             | (1     | ) |                            |      |   |      |   | 35     |         |  | 0.2   |      |  |   | (290    | ) |  | (0.5  | ) |  |         | (273    | ) |  | (0.5  | )
|Investigation and related costs                    |  |                             | 74     |   |                            | 0.4   |   |      |   | 379    |         |  | 1.9   |      |  |   | 548     |   |  | 1.0   |   |  |         | 1,810   |   |  | 3.3   |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Total costs and expenses                           |  |                             | 16,600 |   |                            | 93.8  |   |      |   | 17,004 |         |  | 86.7  |      |  |   | 49,022  |   |  | 91.0  |   |  |         | 51,879  |   |  | 93.3  |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Operating income                                   |  | $                           | 1,102  |   |                            | 6.2   | % |      | $ | 2,615  |         |  | 13.3  | %    |  | $ | 4,834   |   |  | 9.0   | % |  | $       | 3,745   |   |  | 6.7   | %
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|                                                   |  |                             |        |   |                            |       |   |     
|Civil Engineering                                  |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Engineering fees                                   |  | $                           | 40,478 |   |                            | 125.2 | % |      | $ | 31,430 |         |  | 118.4 | %    |  | $ | 108,144 |   |  | 122.5 | % |  | $       | 102,341 |   |  | 118.2 | %
|Direct reimbursable expenses                       |  |                             | 8,145  |   |                            | 25.2  |   |      |   | 4,895  |         |  | 18.4  |      |  |   | 19,839  |   |  | 22.5  |   |  |         | 15,750  |   |  | 18.2  |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Net earned revenues (NER)                          |  |                             | 32,333 |   |                            | 100.0 |   |      |   | 26,535 |         |  | 100.0 |      |  |   | 88,305  |   |  | 100.0 |   |  |         | 86,591  |   |  | 100.0 |  
|Direct salaries and direct costs                   |  |                             | 11,230 |   |                            | 34.7  |   |      |   | 9,775  |         |  | 36.8  |      |  |   | 32,009  |   |  | 36.2  |   |  |         | 31,992  |   |  | 36.9  |  
|Indirect salaries                                  |  |                             | 6,816  |   |                            | 21.1  |   |      |   | 6,240  |         |  | 23.5  |      |  |   | 20,752  |   |  | 23.5  |   |  |         | 17,615  |   |  | 20.3  |  
|General and administrative costs                   |  |                             | 12,383 |   |                            | 38.3  |   |      |   | 10,265 |         |  | 38.7  |      |  |   | 34,245  |   |  | 38.8  |   |  |         | 30,226  |   |  | 34.9  |  
|(Insurance proceeds) and (gain) loss on recoveries |  |                             | (13    | ) |                            |      |   |      |   | 28     |         |  | 0.1   |      |  |   | (565    | ) |  | (0.6  | ) |  |         | (438    | ) |  | (0.5  | )
|Investigation and related costs                    |  |                             | 164    |   |                            | 0.5   |   |      |   | 747    |         |  | 2.8   |      |  |   | 1,068   |   |  | 1.2   |   |  |         | 2,909   |   |  | 3.4   |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Total costs and expenses                           |  |                             | 30,580 |   |                            | 94.6  |   |      |   | 27,055 |         |  | 102.0 |      |  |   | 87,509  |   |  | 99.1  |   |  |         | 82,304  |   |  | 95.0  |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Operating income (loss)                            |  | $                           | 1,753  |   |                            | 5.4   | % |      | $ | (520   | )       |  | (2.0  | )%   |  | $ | 796     |   |  | 0.9   | % |  | $       | 4,287   |   |  | 5.0   | %
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|                                                   |  |                             |        |   |                            |       |   |     
|Environmental Services                             |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Engineering fees                                   |  | $                           | 33,258 |   |                            | 125.8 | % |      | $ | 29,164 |         |  | 126.9 | %    |  | $ | 93,272  |   |  | 124.4 | % |  | $       | 78,271  |   |  | 126.0 | %
|Direct reimbursable expenses                       |  |                             | 6,817  |   |                            | 25.8  |   |      |   | 6,175  |         |  | 26.9  |      |  |   | 18,284  |   |  | 24.4  |   |  |         | 16,150  |   |  | 26.0  |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Net earned revenues (NER)                          |  |                             | 26,441 |   |                            | 100.0 |   |      |   | 22,989 |         |  | 100.0 |      |  |   | 74,988  |   |  | 100.0 |   |  |         | 62,121  |   |  | 100.0 |  
|Direct salaries and direct costs                   |  |                             | 8,643  |   |                            | 32.7  |   |      |   | 7,913  |         |  | 34.4  |      |  |   | 25,256  |   |  | 33.7  |   |  |         | 21,378  |   |  | 34.4  |  
|Indirect salaries                                  |  |                             | 5,707  |   |                            | 21.6  |   |      |   | 5,142  |         |  | 22.4  |      |  |   | 17,560  |   |  | 23.4  |   |  |         | 14,323  |   |  | 23.1  |  
|General and administrative costs                   |  |                             | 9,138  |   |                            | 34.6  |   |      |   | 8,333  |         |  | 36.2  |      |  |   | 26,752  |   |  | 35.7  |   |  |         | 23,440  |   |  | 37.7  |  
|(Insurance proceeds) and (gain) loss on recoveries |  |                             | 3      |   |                            |      |   |      |   | 13     |         |  | 0.1   |      |  |   | (442    | ) |  | (0.6  | ) |  |         | (340    | ) |  | (0.5  | )
|Investigation and related costs                    |  |                             | 106    |   |                            | 0.4   |   |      |   | 619    |         |  | 2.7   |      |  |   | 834     |   |  | 1.1   |   |  |         | 2,255   |   |  | 3.6   |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Total costs and expenses                           |  |                             | 23,597 |   |                            | 89.2  |   |      |   | 22,020 |         |  | 95.8  |      |  |   | 69,960  |   |  | 93.3  |   |  |         | 61,056  |   |  | 98.3  |  
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  
|Operating income                                   |  | $                           | 2,844  |   |                            | 10.8  | % |      | $ | 969    |         |  | 4.2   | %    |  | $ | 5,028   |   |  | 6.7   | % |  | $       | 1,065   |   |  | 1.7   | %
|                                                   |  |                             |        |   |                            |       |   |      |   |        |         |  |       |      |  |   |         |   |  |       |   |  |         |         |   |  |       |  



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##### Table of Contents

Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006

Engineering Fees



|                        |  |                             |         |      |   |          |  |   |          |   |  |      |  
|----------------------- |  | --------------------------- | ------- | ---- | - | -------- |  | - | -------- | - |  | ---- | -
|                        |  | Three Months Ended June 30, |         |      |   |          |  |  
|                        |  | 2007                        |         | 2006 |   | $ Change |  |   | % Change |  
|(Dollars in thousands)  |  |                             |         |      |   |          |  |   |          |   |  |      |  
|                        |  |                             |         |     
|Transportation Services |  | $                           | 54,970  |      | $ | 54,541   |  | $ | 429      |   |  | 0.8  | %
|Construction Management |  |                             | 21,444  |      |   | 23,792   |  |   | (2,348   | ) |  | -9.9 | %
|Civil Engineering       |  |                             | 40,478  |      |   | 31,430   |  |   | 9,048    |   |  | 28.8 | %
|Environmental Services  |  |                             | 33,258  |      |   | 29,164   |  |   | 4,094    |   |  | 14.0 | %
|                        |  |                             |         |      |   |          |  |   |          |   |  |      |  
|Total Engineering Fees  |  | $                           | 150,150 |      | $ | 138,927  |  | $ | 11,223   |   |  | 8.1  | %
|                        |  |                             |         |      |   |          |  |   |          |   |  |      |  

Engineering fees for the three-month period ended June 30, 2007, were $150.2 million compared
to $138.9 million in the same period in 2006, representing an 8.1% increase. All segments, except for Construction Management, contributed to the increase in engineering fees in the three-month period ended June 30, 2007 as compared to the same
period in 2006. Substantially all of the increase was derived by the Civil Engineering and Environmental Services segments. Based on settlements to date and new information, the Company has changed its estimate of the accrued reimbursement liability
and recorded a reduction in the liability with a corresponding increase in engineering fees in the amount of $2.5 million during the three-month period ended June 30, 2007. The backlog volumes decreased by 1.2% in the third quarter of fiscal
2007 from $522.7 million at March 31, 2007 to $516.2 million at June 30, 2007.

In the Transportation Services segment,
engineering fees increased slightly by 0.8% to $55.0 million in the three-month period ended June 30, 2007 from $54.5 million in the same period in 2006. The increase was due primarily to incremental workload in the National Services group due
to additional assignments with the Air National Guard Bureau (ANGB) and several projects in the Aviation and Structures groups. The increase in engineering fees experienced by the National Services group in the three-month period ended
June 30, 2007 as compared to the same period in 2006 was mostly offset by declining engineering fees in the Central Region resulting from the temporary stoppage on bidding for new jobs with the TxDOT. The East and West Regions also experienced
declines in engineering fees in the current fiscal quarter as compared to the same fiscal quarter last year as a result of pending approval on amendments to several projects. In the third quarter of fiscal 2007, the backlog volumes of the
Transportation Services segment decreased by 5.6% to $237.8 million at June 30, 2007 from $251.8 million at March 31, 2007.

Engineering fees in our Construction Management segment decreased 9.9% to $21.4 million in the three-month period ended June 30, 2007 from $23.8 million in the same period in 2006. The decrease was due primarily to delays in the start
up of certain assignments in anticipation of contract approvals in the Western and Southeast Regions. The backlog volumes in the Construction Management segment at June 30, 2007 was $83.5 million compared to $83.4 million as of March 31,
2007.

Engineering fees in our Civil Engineering segment increased 28.8% to $40.5 million in the three-month period ended June 30,
2007 from $31.4 million in the same period in 2006. During the three-month period ended June 30, 2007, the Civil Engineering segment experienced an increase in engineering fees resulting from additional work assignments on several large lump
sum contracts with FEMA in New Mexico and additional assignments from contracts with the Department of Defense. Also contributing to the increase in engineering fees was the expansion of services in the Gulf Coast Region and additional projects in
the resort and entertainment markets. The increase in engineering fees was partly offset by the slow down in business activity in the private sector residential market and the completion, in the third quarter of fiscal 2006, of work related to the
administration and management of debris removal from the large response projects resulting from the calendar years 2004 and 2005 hurricanes that hit Florida. The backlog volumes for the Civil Engineering segment at June 30, 2007 was $84.5
million compared to $77.3 million as of March 31, 2007.



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##### Table of Contents

Our Environmental Services segment experienced growth in its engineering fees for the three-month period
ended June 30, 2007 as compared to the same period in 2006. Engineering fees increased 14.0% to $33.3 million in the three-month period ended June 30, 2007 from $29.2 million in the same period in 2006. The increase was primarily
attributable to additional work assignments in the East Region resulting from some lump sum contracts. To a lesser extent, engineering fees increased as a result of the EIP acquisition, which was acquired on April 30, 2006. The increase in
engineering fees from the EIP acquisition in the three-month period ended June 30, 2007 was approximately $1.7 million. The backlog volumes for the Environmental Services segment at June 30, 2007 was $110.4 million compared to $110.2
million as of March 31, 2007.

Net Earned Revenue



|                          |  |                             |         |      |   |          |  |   |          |   |  |      |  
|------------------------- |  | --------------------------- | ------- | ---- | - | -------- |  | - | -------- | - |  | ---- | -
|                          |  | Three Months Ended June 30, |        
|                          |  | 2007                        |         | 2006 |   | $ Change |  |   | % Change |  
|(Dollars in thousands)    |  |                             |         |      |   |          |  |   |          |   |  |      |  
|                          |  |                             |         |     
|Transportation Services   |  | $                           | 41,473  |      | $ | 41,391   |  | $ | 82       |   |  | 0.2  | %
|Construction Management   |  |                             | 17,702  |      |   | 19,619   |  |   | (1,917   | ) |  | -9.8 | %
|Civil Engineering         |  |                             | 32,333  |      |   | 26,535   |  |   | 5,798    |   |  | 21.9 | %
|Environmental Services    |  |                             | 26,441  |      |   | 22,989   |  |   | 3,452    |   |  | 15.0 | %
|                          |  |                             |         |      |   |          |  |   |          |   |  |      |  
|Total Net Earned Revenues |  | $                           | 117,949 |      | $ | 110,534  |  | $ | 7,415    |   |  | 6.7  | %
|                          |  |                             |         |      |   |          |  |   |          |   |  |      |  

Net earned revenue (NER) was $117.9 million during the three-month period ended
June 30, 2007 as compared to $110.5 million in the same period in 2006, representing an increase of 6.7%. This increase was directly related to the increase in engineering fees, as previously explained.



|                                   |  |                             |        |          |      |   |      |   |          |  |      |  
|---------------------------------- |  | --------------------------- | ------ | -------- | ---- | - | ---- | - | -------- |  | ---- | -
|                                   |  | Three Months Ended June 30, |       
|                                   |  | 2007                        |        | % of NER |      |   | 2006 |   | % of NER | 
|(Dollars in thousands)             |  |                             |        |          |      |   |      |   |          |  |      |  
|                                   |  |                             |        |         
|Transportation Services            |  | $                           | 13,497 |          | 32.5 | % |      | $ | 13,150   |  | 31.8 | %
|Construction Management            |  |                             | 3,742  |          | 21.1 | % |      |   | 4,173    |  | 21.3 | %
|Civil Engineering                  |  |                             | 8,145  |          | 25.2 | % |      |   | 4,895    |  | 18.4 | %
|Environmental Services             |  |                             | 6,817  |          | 25.8 | % |      |   | 6,175    |  | 26.9 | %
|                                   |  |                             |        |          |      |   |      |   |          |  |      |  
|Total Direct Reimbursable Expenses |  | $                           | 32,201 |          | 27.3 | % |      | $ | 28,393   |  | 25.7 | %
|                                   |  |                             |        |          |      |   |      |   |          |  |      |  

In addition, the change in our NER is affected by the fluctuation in our direct reimbursable
expenses. Direct reimbursable expenses is primarily comprised of subcontractor costs and other direct non-payroll reimbursable charges including travel and travel related costs, blueprints and equipment where the Company is responsible for
procurement and management of such cost components on behalf of the Companys clients. These direct reimbursable expenses are principally passed through to our clients with minimal or no mark-up. As a percentage of NER, direct reimbursable
expenses increased by 1.6% to 27.3% in the three-month period ended June 30, 2007 from 25.7% in the same period in 2006. The increase was driven principally by the Civil Engineering segment.

As a percentage of NER, direct reimbursable expenses for our Transportation Services segment increased by 0.7% to 32.5% in the three-month period ended
June 30, 2007 from 31.8% in the same period in 2006. This increase was primarily due to work being performed pending approval of contract amendments.

In our Construction Management segment, direct reimbursable expenses decreased by 10.3% to $3.7 million in the three-month period ended June 30, 2007 as compared to the same period in 2006. This decrease was
primarily due to the decrease in engineering fees, as previously explained. As a percentage of NER, direct reimbursable expenses decreased slightly by 0.2% to 21.1% in the three-month period ended June 30, 2007 from 21.3% in the same period in
2006. This slight decrease was primarily due to the shifting from direct reimbursable contracts to more lump sum contracts in this segment.



30



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##### Table of Contents

Direct reimbursable expenses in the Civil Engineering segment increased, as a percentage of NER, by 6.8%
to 25.2% in the three-month period ended June 30, 2007 from 18.4% in the same period in 2006. The increase was due to the high usage of subconsultants in connection with the FEMA and the Department of Defense contracts, as previously explained.

Our Environmental Services segment experienced an increase of 10.4% in direct reimbursable expenses in the three-month period ended
June 30, 2007 when compared to the same period in 2006. This increase was due primarily to the use of subcontractors required with the contracts acquired with the EIP acquisition. As a percentage of NER, direct reimbursable expenses decreased
by 1.1% to 25.8% in the three-month period ended June 30, 2007 from 26.9% in the same period in 2006. The decrease was due primarily to a proportionately higher growth in NER in relation to the increase in direct reimbursable expenses.

Operating Income



|                                                                                                   |  |                             |       |   |          |      |   |      |   |       |          |  |      |  
|-------------------------------------------------------------------------------------------------- |  | --------------------------- | ----- | - | -------- | ---- | - | ---- | - | ----- | -------- |  | ---- | -
|                                                                                                   |  | Three Months Ended June 30, |      
|                                                                                                   |  | 2007                        |       |   | % of NER |      |   | 2006 |   |       | % of NER | 
|(Dollars in thousands)                                                                             |  |                             |       |   |          |      |   |      |   |       |          |  |      |  
|                                                                                                   |  |                             |       |  
|Transportation Services                                                                            |  | $                           | 2,477 |   |          | 6.0  | % |      | $ | 3,842 |          |  | 9.3  | %
|Construction Management                                                                            |  |                             | 1,102 |   |          | 6.2  | % |      |   | 2,615 |          |  | 13.3 | %
|Civil Engineering                                                                                  |  |                             | 1,753 |   |          | 5.4  | % |      |   | (520  | )        |  | -2.0 | %
|Environmental Services                                                                             |  |                             | 2,844 |   |          | 10.8 | % |      |   | 969   |          |  | 4.2  | %
|                                                                                                   |  |                             |       |   |          |      |   |      |   |       |          |  |      |  
|Total Operating Income (loss)                                                                      |  |                             | 8,176 |   |          | 6.9  | % |      |   | 6,906 |          |  | 6.2  | %
|                                                                                                   |  |                             |       |  
|(Gain) loss on Recoveries                                                                          |  |                             | (12   | ) |          | 0.0  | % |      |   | 116   |          |  | 0.1  | %
|Investigation and Related Costs                                                                    |  |                             | 519   |   |          | 0.4  | % |      |   | 2,718 |          |  | 2.5  | %
|                                                                                                   |  |                             |       |   |          |      |   |      |   |       |          |  |      |  
|Total Operating Income (loss) before (Gain) loss on Recoveries and Investigation and Related Costs |  | $                           | 8,683 |   |          | 7.4  | % |      | $ | 9,740 |          |  | 8.8  | %
|                                                                                                   |  |                             |       |   |          |      |   |      |   |       |          |  |      |  

Operating income was $8.2 million during the three-month period ended June 30, 2007 as
compared to $6.9 million in the same period in 2006, representing an increase of 18.4%. Operating income, as a percentage of NER, increased by 0.7%% to 6.9% in the three-month period ended June 30, 2007 from 6.2% in the same period in 2006. The
Civil Engineering and Environmental Services experienced significant increases in operating income as a percentage of NER, in the three-month period ended June 30, 2007 as compared to the same period in 2006. The Transportation Services and the
Construction Management had decreases in operating income, as a percentage of NER, for the three-month period ended June 30, 2007 as compared to the same period last year. The increase in total operating income was primarily due to the increase
in business activity experienced by the Civil Engineering and Environmental Services segments, which resulted in increased engineering fees and higher chargeability in the three-month period ended June 30, 2007 as compared to the same period in
2006. Also benefiting operating income in the three-month period ended June 30, 2007 as compared to the same period in 2006 was a decrease of $2.2 million in investigation and related costs. The increase in operating income was partly offset by
declining engineering fees and chargeability in the Transportation Services segment resulting from the temporary stoppage on bidding for new jobs with the TxDOT and delays in the start up of certain assignments in anticipation of contracts approvals
in the Construction Management segment.

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



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##### Table of Contents

Operating income before (gain) loss on recoveries and investigation and related costs was $8.7 million
during the three-month period ended June 30, 2007 as compared to $9.7 million in the same period in 2006, representing an decrease of 10.9%. Operating income before (gain) loss on recoveries and related costs, as a percentage of NER, decreased
by 1.4% to 7.4% in the three-month period ended June 30, 2007 from 8.8% in the same period in 2006. The decrease in total operating income was primarily due to declining engineering fees and chargeability resulting from the temporary stoppage
on bidding for new jobs with the TxDOT and delays in the start up of certain assignments in anticipation of contracts approvals in the Construction Management segment. The decrease in operating income before (gain) loss on recoveries and related
costs was partly offset by the increase in business activity experienced by the Civil Engineering and Environmental Services segments, which resulted in increased engineering fees and higher chargeability in the three-month period ended
June 30, 2007 as compared to the same period in 2006. Gain/loss on recoveries and investigation and related costs, net are treated as corporate overhead costs, and as such, are allocated to each respective segment. The allocation is based on
the segments proportionate share of general and administrative (G&A) costs to total Company G&A costs.

As a
percentage of NER, the Transportation Services segments operating income decreased by 3.3% to 6.0% in the three-month period ended June 30, 2007 from 9.3% in the same period in 2006. This decrease was primarily driven by marginal growth
in engineering fees caused by the temporary work stoppage on bidding for new jobs with the TxDOT in the Central Region. The East and West Regions also experienced declines in engineering fees in the current fiscal quarter as compared to the same
fiscal quarter last year as a result of pending approval on amendments to several projects. This segment also experienced increases in indirect salaries from hiring key professional staff in anticipation of approvals on new contracts and
expenditures for business development activities. The decrease in operating income was partly offset by a decrease in investigation and related costs in the three-month period ended June 30, 2007 when compared to the same periods in 2006. As a
percentage of NER, the Transportation Services segments operating income before (gain) loss on recoveries and investigation and related costs decreased by 5.3% to 6.4% in the three-month period ended June 30, 2007 from 11.7% in the same
period in 2006.

As a percentage of NER, the Construction Management segment experienced a decrease in operating income of 7.1% to 6.2% in
the three-month period ended June 30, 2007 from 13.3% in the same period in 2006. This decrease was primarily driven by a slow down in the Construction Consulting practice in the Southeast Region and a decrease in projects with the Army Corps
of Engineers in New Orleans. The decrease in operating income was partly offset by a decrease in investigation and related costs in the three-month period ended June 30, 2007 when compared to the same periods in 2006. As a percentage of NER,
the Construction Management segment experienced a decrease in operating income before (gain) loss on recoveries and related costs of 8.8% to 6.6% in the three-month period ended June 30, 2007 from 15.4% in the same period in 2006.

The Civil Engineering segment operating income was $1.8 million during the three-month period ended June 30, 2007 as compared to a loss of
$520,000 in the same period in 2006. This improvement was primarily driven by the significant growth in engineering fees, as previously explained. The increase in engineering fees caused an improvement in Civil Engineering overall chargeability. As
chargeability of our technical professionals time increases, engineering fees and direct salaries increase proportionately along with it, while indirect salaries decrease, as more of the technical staffs time worked is being charged back
to our clients. Also contributing to the increase in operating profit was a decrease in investigation and related costs in the three-month period ended June 30, 2007 when compared to the same period in 2006. The Civil Engineering operating
income before (gain) loss on recoveries and investigation and related costs was $1.9 million during the three-month period ended June 30, 2007 as compared to operating income of $255,000 in the same period in 2006.



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The Environmental Services segment experienced an increase in operating income, as a percentage of NER,
of 6.6% to 10.8% in the three-month period ended June 30, 2007 from 4.2% in the same period in 2006. This increase was primarily driven by the addition of several lump sum contracts in the East Region and the impact on engineering fees from the
EIP acquisition, as previously explained. The growth in engineering fees improved the chargeability and utilization of the professional staff. Also contributing to the improvements in operating results was tight control over headcount and G&A
costs. The Environmental Services segment also benefited from a reduction in investigation and related costs in the three-month period ended June 30, 2007 when compared to the same period in 2006. As a percentage of NER, the Environmental
Services operating income before (gain) loss on recoveries and investigation and related costs increased by 4.2% to 11.2% in the three-month period ended June 30, 2007 from 7.0% in the same period in 2006.

Costs

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

Direct Salaries
and Direct Costs



|                                       |  |                             |        |          |      |   |      |   |          |  |      |  
|-------------------------------------- |  | --------------------------- | ------ | -------- | ---- | - | ---- | - | -------- |  | ---- | -
|                                       |  | Three Months Ended June 30, |       
|                                       |  | 2007                        |        | % of NER |      |   | 2006 |   | % of NER | 
|(Dollars in thousands)                 |  |                             |        |          |      |   |      |   |          |  |      |  
|                                       |  |                             |        |         
|Transportation Services                |  | $                           | 15,328 |          | 37.0 | % |      | $ | 15,198   |  | 36.7 | %
|Construction Management                |  |                             | 6,914  |          | 39.1 | % |      |   | 7,485    |  | 38.2 | %
|Civil Engineering                      |  |                             | 11,230 |          | 34.7 | % |      |   | 9,775    |  | 36.8 | %
|Environmental Services                 |  |                             | 8,643  |          | 32.7 | % |      |   | 7,913    |  | 34.4 | %
|                                       |  |                             |        |          |      |   |      |   |          |  |      |  
|Total Direct Salaries and Direct Costs |  | $                           | 42,115 |          | 35.7 | % |      | $ | 40,371   |  | 36.5 | %
|                                       |  |                             |        |          |      |   |      |   |          |  |      |  

Direct salaries and direct costs primarily include direct salaries and to a lesser extent
unreimburseable direct costs. Direct salaries and direct costs were $42.1 million during the three-month period ended June 30, 2007 as compared to $40.4 million in the same period in 2006, representing an increase of 4.3%. This increase is
directly related to the increase in engineering fees. On a Company basis, direct salaries and direct costs as a percentage of NER decreased by 0.8% to 35.7% in the three-month period ended June 30, 2007 from 36.5% for the same period in 2006.

The Transportation Services segment experienced a slight increase in direct salaries and direct costs of 0.9% to $15.3 million in the
three-month period ended June 30, 2007 from $15.2 million in the same period in 2006. As a percentage of NER, direct salaries and direct costs increased slightly by 0.3% to 37.0% in the three-month period ended June 30, 2007 from 36.7% in
the same period in 2006. This increase was caused by work being performed on contracts in anticipation of getting approval.

Direct
salaries and direct costs in the Construction Management segment decreased 7.6% to $6.9 million in the three-month period ended June 30, 2007 from $7.5 million in the same period in 2006. This decrease was due primarily to the decrease in
engineering fees in the current fiscal quarter. As a percentage of NER, direct salaries and direct costs increased by 0.9% to 39.1% in the three-month period ended June 30, 2007 from 38.2% in the same period in 2006. This increase was due to a
proportionately higher decrease in NER relative to the decrease in direct salaries.

Direct salaries and direct costs in the Civil
Engineering segment increased by 14.9% to $11.2 million in the three-month period ended June 30, 2007 from $9.8 million in the same period in 2006. The increase was due to the increase in business activity resulting from the additional work
with FEMA and the Department of Defense. As a percentage of NER, direct salaries and direct costs decreased by 2.1% to 34.7% in the three-month period ended June 30, 2007 from 36.8% in the same period in 2006. This decrease was due in part from
the higher utilization of our professional staff, which resulted in high labor margin performance and a proportionately higher increase in NER in proportion to the increase in direct salaries and direct costs.



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Direct salaries and direct costs in the Environmental Services segment increased 9.2%, and as a
percentage of NER, direct salaries decreased by 1.7% to 32.7% in the three-month period ended June 30, 2007 from 34.4% in the same period in 2006. This decrease was due primarily to the growth in NER coupled with tight controls over headcount.

General and Administrative Costs, including Indirect Salaries

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



|                        |  |                             |        |          |      |   |      |   |          |  |      |  
|----------------------- |  | --------------------------- | ------ | -------- | ---- | - | ---- | - | -------- |  | ---- | -
|                        |  | Three Months Ended June 30, |       
|                        |  | 2007                        |        | % of NER |      |   | 2006 |   | % of NER | 
|(Dollars in thousands)  |  |                             |        |          |      |   |      |   |          |  |      |  
|Transportation Services |  | $                           | 8,950  |          | 21.6 | % |      | $ | 7,880    |  | 19.0 | %
|Construction Management |  |                             | 3,496  |          | 19.7 | % |      |   | 3,505    |  | 17.9 | %
|Civil Engineering       |  |                             | 6,816  |          | 21.1 | % |      |   | 6,240    |  | 23.5 | %
|Environmental Services  |  |                             | 5,707  |          | 21.6 | % |      |   | 5,142    |  | 22.4 | %
|                        |  |                             |        |          |      |   |      |   |          |  |      |  
|Total Indirect Salaries |  | $                           | 24,969 |          | 21.2 | % |      | $ | 22,767   |  | 20.6 | %
|                        |  |                             |        |          |      |   |      |   |          |  |      |  

Indirect salaries increased 9.7% to $25.0 million in the three-month period ended June 30,
2007 from $22.8 million in the same period in 2006. Indirect salaries as a percentage of NER increased by 0.6% to 21.2% in the three-month period ended June 30, 2007 from 20.6% in the same period in 2006.

Indirect salaries for the Transportation Services segment increased 13.6% to $9.0 million in the three-month period ended June 30, 2007 from $7.9
million in the same period in 2006. As a percentage of NER, indirect salaries for the Transportation Services segment increased 2.6% to 21.6% in the three-month period ended June 30, 2007 from 19.0% in the same period in 2006. The increase in
indirect salaries was due primarily to the temporary work stoppage on bidding on new jobs with the TxDOT, new professional staff added in the structures and aviation services group and business development activities in the West Region and aviation
services group.

The Construction Management segment indirect salaries remained flat at $3.5 million in the three-month period ended
June 30, 2007 and 2006, respectively. As a percentage of NER, indirect salaries increased by 1.8% to 19.7% in the three-month period ended June 30, 2007 from 17.9% in the same period in 2006. The increase was due primarily to the retention
of key professional staff in anticipation of getting approvals on several contracts.

Indirect salaries for the Civil Engineering segment
increased 9.2% to $6.8 million in the three-month period ended June 30, 2007 from $6.2 million for the same period in 2006. As a percentage of NER, indirect salaries decreased by 2.4% to 21.1% in the three-month period ended June 30, 2007
from 23.5% in the same period in 2006. This decrease resulted from higher utilization of the professional staff as a result of the growth in engineering fees in the current fiscal quarter when compared to the same fiscal quarter last year.

The Environmental Services segment experienced an increase in indirect salaries of 11.0% to $5.7 million in the three-month period ended
June 30, 2007 from $5.1 million in the same period in 2006. As a percentage of NER, indirect salaries decreased by 0.8% to 21.6% in the three-month period ended June 30, 2007 from 22.4% in the same period in 2006. The decrease was due to
improved chargeability of the professional staff in the three-month period ended June 30, 2007 when compared to the same period in 2006.



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|                                     |  |                             |        |          |      |   |      |   |          |  |      |  
|------------------------------------ |  | --------------------------- | ------ | -------- | ---- | - | ---- | - | -------- |  | ---- | -
|                                     |  | Three Months Ended June 30, |       
|                                     |  | 2007                        |        | % of NER |      |   | 2006 |   | % of NER | 
|(Dollars in thousands)               |  |                             |        |          |      |   |      |   |          |  |      |  
|                                     |  |                             |        |         
|Transportation Services              |  | $                           | 14,544 |          | 35.1 | % |      | $ | 13,458   |  | 32.5 | %
|Construction Management              |  |                             | 6,117  |          | 34.6 | % |      |   | 5,600    |  | 28.5 | %
|Civil Engineering                    |  |                             | 12,383 |          | 38.3 | % |      |   | 10,265   |  | 38.7 | %
|Environmental Services               |  |                             | 9,138  |          | 34.6 | % |      |   | 8,333    |  | 36.2 | %
|                                     |  |                             |        |          |      |   |      |   |          |  |      |  
|Total General & Administrative Costs |  | $                           | 42,182 |          | 35.8 | % |      | $ | 37,656   |  | 34.1 | %
|                                     |  |                             |        |          |      |   |      |   |          |  |      |  

General and administrative (G&A) costs increased by 12.0%, to $42.2 million in the
three-month period ended June 30, 2007 from $37.7 million in the same period in 2006. The majority of the increase is primarily related to flex benefits of $1.0 million, rent expense for real estate of $766,000, resulting primarily from lease
renewals at higher rates, deferred compensation of $569,000, insurance expense of $458,000, equipment and vehicle expenses of $367,000. We also experienced increases for professional fees, payroll taxes and business development. These increases were
partly offset by a decrease in incentive compensation of $348,000. Most of these costs are generally considered corporate costs which benefit all segments and are allocated to the respective segments based on the individual segments
proportionate share of G&A costs as compared to total Company G&A costs. G&A as a percentage of NER increased by 1.7% to 35.8% in the three-month period ended June 30, 2007 from 34.1% in the same period in 2006. The increase in
G&A, as a percentage of NER, was due a proportionately lower growth in NER relative to the increase in G&A costs in the three-month period ended June 30, 2007 as compared to the same period last year.

Insurance Proceeds, Gains/Losses on Recoveries and Investigation and Related Costs

As described elsewhere in this Form 10-Q, we recognized $519,000 and $2.7 million in investigation and related costs in the three-month periods ended
June 30, 2007 and 2006, respectively. During the three-month period ended June 30, 2006, we recorded a loss from recovered assets of $116,000. We have not discovered and do not expect to discover any additional misappropriations, and
therefore, we have not recorded any misappropriation losses for the three month-periods ended June 30, 2007 and 2006. The recorded insurance proceeds, losses from recovered assets and the investigation and related costs have been allocated to
our segments based on the individual segments proportionate share of G&A costs to total Company general and administrative costs.



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##### Table of Contents

Nine months Ended June 30, 2007 Compared to Nine months Ended June 30, 2006

Engineering Fees



|                        |  |                            |         |      |   |          |  |   |          |   |  |      |  
|----------------------- |  | -------------------------- | ------- | ---- | - | -------- |  | - | -------- | - |  | ---- | -
|                        |  | Nine Months Ended June 30, |         |      |   |          |  |  
|                        |  | 2007                       |         | 2006 |   | $ Change |  |   | % Change |  
|(Dollars in thousands)  |  |                            |         |      |   |          |  |   |          |   |  |      |  
|                        |  |                            |         |     
|Transportation Services |  | $                          | 160,728 |      | $ | 153,436  |  | $ | 7,292    |   |  | 4.8  | %
|Construction Management |  |                            | 64,890  |      |   | 67,096   |  |   | (2,206   | ) |  | -3.3 | %
|Civil Engineering       |  |                            | 108,144 |      |   | 102,341  |  |   | 5,803    |   |  | 5.7  | %
|Environmental Services  |  |                            | 93,272  |      |   | 78,271   |  |   | 15,001   |   |  | 19.2 | %
|                        |  |                            |         |      |   |          |  |   |          |   |  |      |  
|Total Engineering Fees  |  | $                          | 427,034 |      | $ | 401,144  |  | $ | 25,890   |   |  | 6.5  | %
|                        |  |                            |         |      |   |          |  |   |          |   |  |      |  

Engineering fees for the nine-month period ended June 30, 2007, were $427.0 million during
the nine-month period ended June 30, 2007 as compared to $401.1 million in the same period in 2006, representing an increase of 6.5%. Substantially all of the increase was in the Environmental Services and Transportation Services segments.
Based on settlements to date and new information, the Company has changed its estimate of the accrued reimbursement liability and recorded a reduction in the liability with a corresponding increase in engineering fees in the amount of $3.0 million
during the nine-month period ended June 30, 2007. The backlog volumes increased by 5.9% in the nine-month period ended June 30, 2007 from $487.4 million at September 30, 2006 to $516.2 million at June 30, 2007. All segments, except
the Transportation Services segment, had increases in backlog volumes at June 30, 2007 when compared to the backlog volumes at September 30, 2006.

In the Transportation Services segment, engineering fees increased 4.8% to $160.7 million in the nine-month period ended June 30, 2007 from $153.4 million in the same period in 2006. The increase was due
primarily from the an increase in workload in the National Services group due to additional projects with the ANGB and the Western Region structures group. The increase in engineering fees for the nine-month period ended June 30, 2007 was
partly offset by declining engineering fees in the Central Region resulting from the temporary work stoppage on bidding for new jobs with the TxDOT and delays in getting contract amendments approved. The backlog volumes for the Transportation
Services segment at June 30, 2007 decreased by 1.2% to $237.8 million from $240.7 million at September 30, 2006.

Engineering
fees from our Construction Management segment decreased 3.3% to $64.9 million in the nine-month period ended June 30, 2007 from $67.1 million in the same period in 2006. The decrease in engineering fees in the nine-month period ended
June 30, 2007 as compared to the same period in 2006 was due primarily to delays in starting projects in the Western and Southeast Regions and by the winter weather shut down, which occurred sooner and lasted longer than last season. This
decrease was partly offset by increases in engineering fees from additional work approved with the Army Corps of Engineers in New Orleans and the Construction Consulting practice in the Southeast Region. The backlog volumes for the Construction
Management segment at June 30, 2007 was $83.5 million compared to $71.8 million as of September 30, 2006.

Engineering fees from
Civil Engineering services increased 5.7% to $108.1 million in the nine-month period ended June 30, 2007 from $102.3 million in the same period in 2006. The increase in engineering fees was primarily attributable to the Civil Engineering
segment experienced an increase in engineering fees resulting from additional work assignments on several large lump sum contracts with FEMA in New Mexico and additional assignments from contracts with the Department of Defense in the East,
Southeast and Gulf Coast Regions. Also contributing to the increase in engineering fees was the expansion of services in the Gulf Coast Region and additional projects in the resort and entertainment markets. The increase in engineering fees was
partly offset by the slow down in business activity in the private sector residential market, especially in the California and Southwest markets, which affected the engineering components of our private sector land development services. Also
offsetting the increase in engineering fees for the nine-month period ended June 30, 2007 when compared to the same period in 2006 was the completion, in the third quarter of fiscal 2006, of work related to the administration and management of
debris removal from the large response projects resulting from the calendar years 2004 and 2005 hurricanes that hit Florida. The backlog volumes for the Civil Engineering segment at June 30, 2007 was $84.5 million compared to $71.0 million as
of September 30, 2006.



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##### Table of Contents

Engineering fees in our Environmental Services segment experienced an increase of 19.2% to $93.3 million
in the nine-month period ended June 30, 2007 from $78.3 million in the same period in 2006. The increase was primarily due to the EIP acquisition, which was acquired on April 30, 2006. The increase in engineering fees from EIP, following
the acquisition, was approximately $9.6 million in the nine-month period ended June 30, 2007. Also contributing to the increase in engineering fees was additional assignments from several lump sum contracts in the East Region. The backlog
volumes for the Environmental Services segment at June 30, 2007 was $110.4 million compared to $103.9 million as of September 30, 2006.

Net Earned Revenue



|                          |  |                            |         |      |   |          |  |   |          |   |  |      |  
|------------------------- |  | -------------------------- | ------- | ---- | - | -------- |  | - | -------- | - |  | ---- | -
|                          |  | Nine Months Ended June 30, |         |      |   |          |  |  
|                          |  | 2007                       |         | 2006 |   | $ Change |  |   | % Change |  
|(Dollars in thousands)    |  |                            |         |      |   |          |  |   |          |   |  |      |  
|                          |  |                            |         |     
|Transportation Services   |  | $                          | 121,017 |      | $ | 118,091  |  | $ | 2,926    |   |  | 2.5  | %
|Construction Management   |  |                            | 53,856  |      |   | 55,624   |  |   | (1,768   | ) |  | -3.2 | %
|Civil Engineering         |  |                            | 88,305  |      |   | 86,591   |  |   | 1,714    |   |  | 2.0  | %
|Environmental Services    |  |                            | 74,988  |      |   | 62,121   |  |   | 12,867   |   |  | 20.7 | %
|                          |  |                            |         |      |   |          |  |   |          |   |  |      |  
|Total Net Earned Revenues |  | $                          | 338,166 |      | $ | 322,427  |  | $ | 15,739   |   |  | 4.9  | %
|                          |  |                            |         |      |   |          |  |   |          |   |  |      |  

Net earned revenue was $338.2 million during the nine-month period ended June 30, 2007 as
compared to $322.4 million in the same period in 2006, representing an increase of 4.9%. This increase was directly related to the increase in engineering fees, as previously explained.



|                                   |  |                            |        |          |      |   |      |   |          |  |      |  
|---------------------------------- |  | -------------------------- | ------ | -------- | ---- | - | ---- | - | -------- |  | ---- | -
|                                   |  | Nine Months Ended June 30, |       
|                                   |  | 2007                       |        | % of NER |      |   | 2006 |   | % of NER | 
|(Dollars in thousands)             |  |                            |        |          |      |   |      |   |          |  |      |  
|                                   |  |                            |        |         
|Transportation Services            |  | $                          | 39,711 |          | 32.8 | % |      | $ | 35,345   |  | 29.9 | %
|Construction Management            |  |                            | 11,034 |          | 20.5 | % |      |   | 11,472   |  | 20.6 | %
|Civil Engineering                  |  |                            | 19,839 |          | 22.5 | % |      |   | 15,750   |  | 18.2 | %
|Environmental Services             |  |                            | 18,284 |          | 24.4 | % |      |   | 16,150   |  | 26.0 | %
|                                   |  |                            |        |          |      |   |      |   |          |  |      |  
|Total Direct Reimbursable Expenses |  | $                          | 88,868 |          | 26.3 | % |      | $ | 78,717   |  | 24.4 | %
|                                   |  |                            |        |          |      |   |      |   |          |  |      |  

In addition, the change in our NER is affected by the fluctuation in our direct reimbursable
expenses. Direct reimbursable expenses is primarily comprised of subcontractor costs and other direct non-payroll reimbursable charges including travel and travel related costs, blueprints, and equipment where the Company is responsible for
procurement and management of such cost components on behalf of the Companys clients. These direct reimbursable expenses are principally passed through to our clients with minimal or no mark-up. As a percentage of NER, direct reimbursable
expenses increased by 1.9% to 26.3% in the nine-month period ended June 30, 2007 from 24.4% in the same period in 2006. The increase was principally driven by the Civil Engineering and Transportation Services segments.

In our Transportation Services segment, direct reimbursable expenses as a percentage of NER increased by 2.9% to 32.8% in the nine-month period ended
June 30, 2007 from 29.9% in the same period in 2006. The increase primarily resulted from the high usage of subconsultants in connection with the ANGB projects.

In our Construction Management segment, direct reimbursable expenses as a percentage of NER decreased slightly by 0.1% to 20.5% in the nine-month period ended June 30, 2007 from 20.6% in the same period in 2006.
This slight decrease was primarily due to the shifting from direct reimbursable contracts to more lump sum contracts in this segment.



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##### Table of Contents

In the Civil Engineering segment direct reimbursable expenses as a percentage of NER increased by 4.3% to
22.5% in the nine-month period ended June 30, 2007 from 18.2% in the same period in 2006. The increase was primarily due to the substantial use of subconsultants in connection with the FEMA and the Department of Defense projects. The increase
was partially offset by a decrease in the use of subconsultants in the private sector land development services and a reduction in travel and meals costs as the result of the completion, in June 2006, of the work related to debris removal from the
Florida hurricanes in calendar 2004 and 2005. During the six-month period ended March 31, 2006, the Civil Engineering segment incurred direct reimbursable costs, including travel and lodging costs, for the employees overseeing debris removal in
the areas affected by the disasters.

Our Environmental Services segment experienced an increase of 13.2% in direct reimbursable expenses
in the nine-month period ended June 30, 2007 when compared to the same period in 2006. This increase was due primarily to the use of subcontractors required with the contracts acquired with the EIP acquisition. As a percentage of NER, direct
reimbursable expenses decreased by 1.6% to 24.4% in the nine-month period ended June 30, 2007 as compared to 26.0% in the same period in 2006. The decrease was due primarily to a proportionately higher growth in NER in relation to the increase
in direct reimbursable expenses.

Operating Income



|                                                                                                                |  |                            |        |   |          |      |   |      |   |        |          |  |      |  
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | -------- | ---- | - | ---- | - | ------ | -------- |  | ---- | -
|                                                                                                                |  | Nine Months Ended June 30, |       
|                                                                                                                |  | 2007                       |        |   | % of NER |      |   | 2006 |   |        | % of NER | 
|(Dollars in thousands)                                                                                          |  |                            |        |   |          |      |   |      |   |        |          |  |      |  
|                                                                                                                |  |                            |        |  
|Transportation Services                                                                                         |  | $                          | 6,192  |   |          | 5.1  | % |      | $ | 7,709  |          |  | 6.5  | %
|Construction Management                                                                                         |  |                            | 4,834  |   |          | 9.0  | % |      |   | 3,745  |          |  | 6.7  | %
|Civil Engineering                                                                                               |  |                            | 796    |   |          | 0.9  | % |      |   | 4,287  |          |  | 5.0  | %
|Environmental Services                                                                                          |  |                            | 5,028  |   |          | 6.7  | % |      |   | 1,065  |          |  | 1.7  | %
|                                                                                                                |  |                            |        |   |          |      |   |      |   |        |          |  |      |  
|Total Operating Income                                                                                          |  |                            | 16,850 |   |          | 5.0  | % |      |   | 16,806 |          |  | 5.2  | %
|                                                                                                                |  |                            |        |  
|Insurance Proceeds and Gain on Recoveries                                                                       |  |                            | (1,989 | ) |          | -0.6 | % |      |   | (1,633 | )        |  | -0.5 | %
|Investigation and Related Costs                                                                                 |  |                            | 3,758  |   |          | 1.1  | % |      |   | 10,833 |          |  | 3.4  | %
|                                                                                                                |  |                            |        |   |          |      |   |      |   |        |          |  |      |  
|Total Operating Income before Insurance Proceeds and Gain on Recoveries, net of Investigation and Related Costs |  | $                          | 18,619 |   |          | 5.5  | % |      | $ | 26,006 |          |  | 8.1  | %
|                                                                                                                |  |                            |        |   |          |      |   |      |   |        |          |  |      |  

Operating income was $16.9 million during the nine-month period ended June 30, 2007 as
compared to $16.8 million in the same period in 2006, representing a slight increase of 0.3%. The increase in total operating income was primarily the result of a decrease in investigation and related costs of $7.1 million. Also contributing to the
increase in operating income for the nine-month period ended June 30, 2007 when compared to the same period in 2006 was the EIP acquisition, which accounted for a significant portion of the increase in engineering fees. The increase in
operating income was offset by a decline in business activity, especially in the residential markets of California and the Southwest, which most affected the engineering components of our private sector land development services and the temporary
stoppage in bidding for new jobs with the TxDOT. Operating income was also impacted by the strategic retention of professional staff to maintain our readiness response capabilities to any disaster projects and by a decrease in chargeability across
all segments caused by the slowdown in business activity. Operating income, as a percentage of NER, decreased by 0.2% to 5.0% in the nine-month period ended June 30, 2007 from 5.2% in the same period in 2006.



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##### Table of Contents

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

Operating income before insurance
proceeds and gain on recoveries, net of investigation and related costs, was $18.6 million during the nine-month period ended June 30, 2007 as compared to $26.0 million in the same period in 2006, representing a decrease of 28.4%. Operating
income before insurance proceeds and gain on recoveries, net of investigation and related costs, as a percentage of NER, decreased by 2.6% to 5.5% in the nine-month period ended June 30, 2007 from 8.1% in the same period in 2006. This decrease
was primarily due by a decline in business activity, especially in the residential markets of California and the Southwest, which most affected the engineering components of our private sector land development services and the temporary stoppage in
bidding for new jobs with the TxDOT. Operating income was also impacted by the strategic retention of professional staff to maintain our readiness response capabilities to any disaster projects and by a decrease in chargeability across all segments
caused by the slowdown in business activity. The decrease was partly offset by the contribution of the EIP acquisition to the operating results, which accounted for a significant portion of the increase in engineering fees in the nine-moth period
ended June 30, 2007 when compared to the same period in 2006. Insurance proceeds and gain on recoveries and investigation and related costs, net are treated as corporate overhead costs, and as such, are allocated to each respective segment. The
allocation is based on the segments proportionate share of G&A costs to total Company G&A costs.

As a percentage of NER, the
Transportation Services segments operating income decreased by 1.4% to 5.1% in the nine-month period ended June 30, 2007 from 6.5% in the same period in 2006. The decrease for the nine-month period ended June 30, 2007 was due to a
reduction in business activity resulting from the temporary stoppage in bidding for new jobs with the TxDOT and delays in getting new contracts executed. To a lesser extent, this segment also experienced low chargeability in some groups within the
National Services group. The decrease was partly offset by a decrease in the allocation of investigation and related costs of $2.6 million from the same period in 2006. As a percentage of NER, the Transportation Services segments operating
income before insurance proceeds and gain on recoveries, net of investigation and related costs decreased by 3.7% to 5.6% in the nine-month period ended June 30, 2007 from 9.3% in the same period in 2006.

The Construction Management segment experienced an increase in operating income, as a percentage of NER of 2.3% in the nine-month period ended
June 30, 2007 when compared to the same period in 2006. This increase was primarily driven by a decrease in the allocation of investigation and related costs. Also contributing to the increase in operating income was a reduction of G&A
costs resulting from settlements of vehicle liability claims. The increase in operating income was mostly offset by a decrease in engineering fees caused by declining business activity and work stoppage from the bad winter weather, which started
sooner and lasted longer than last year. As a percentage of NER, operating income before insurance proceeds and gain on recoveries, net of investigation and related costs remained flat at 9.5% in the nine-month period ended June 30, 2007 and
2006, respectively.



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As a percentage of NER, the Civil Engineering segment operating income decreased by 4.1% to 0.9% in the
nine-month period ended June 30, 2007 from 5.0% in the same period in 2006. This decrease was primarily driven by a decline in the residential market, especially in the California and Southwest markets, which affected the engineering components
of our private sector land development services and to an increase in indirect salaries resulting from the strategic investment in the retention of professional staff to maintain our readiness response capabilities to any disaster project and less
than optimum chargeability within the engineering components of the private sector. This decrease in operating income was partly offset by a decrease in the allocation of investigation and related costs in the nine-month period ended June 30,
2007 when compared to the same period in 2006. As a percentage of NER, operating income before insurance proceeds and gain on recoveries, net of investigation and related costs decreased by 6.3% to 1.5% in the nine-month period ended June 30,
2007 from 7.8% in the same period in 2006.

The Environmental Services segment experienced an increase in operating income, as a percentage
of NER, of 5.0% to 6.7% in the nine-month period ended June 30, 2007 from 1.7% in the same period in 2006. This increase was primarily driven by the EIP acquisition, as previously explained, and the addition of several lump sum contracts in the
East Region. The growth in engineering fees improved the chargeability and utilization of the professional staff. Also contributing to the improvements in operating results was tight control over headcount. The Environmental Services segment also
benefited from a reduction in investigation and related costs in the nine-month period ended June 30, 2007 when compared to the same period in 2006. As a percentage of NER, the Environmental Services operating income before insurance proceeds
and gain on recoveries, net of investigation and related costs increased by 2.4% to 7.2% in the nine-month period ended June 30, 2007 from 4.8% in the same period in 2006.

Costs

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

Direct Salaries
and Direct Costs



|                                       |  |                            |         |          |      |   |      |   |          |  |      |  
|-------------------------------------- |  | -------------------------- | ------- | -------- | ---- | - | ---- | - | -------- |  | ---- | -
|                                       |  | Nine Months Ended June 30, |        
|                                       |  | 2007                       |         | % of NER |      |   | 2006 |   | % of NER | 
|(Dollars in thousands)                 |  |                            |         |          |      |   |      |   |          |  |      |  
|                                       |  |                            |         |         
|Transportation Services                |  | $                          | 45,360  |          | 37.5 | % |      | $ | 43,198   |  | 36.6 | %
|Construction Management                |  |                            | 21,089  |          | 39.2 | % |      |   | 21,724   |  | 39.1 | %
|Civil Engineering                      |  |                            | 32,009  |          | 36.2 | % |      |   | 31,992   |  | 36.9 | %
|Environmental Services                 |  |                            | 25,256  |          | 33.7 | % |      |   | 21,378   |  | 34.4 | %
|                                       |  |                            |         |          |      |   |      |   |          |  |      |  
|Total Direct Salaries and Direct Costs |  | $                          | 123,714 |          | 36.6 | % |      | $ | 118,292  |  | 36.7 | %
|                                       |  |                            |         |          |      |   |      |   |          |  |      |  

Direct salaries and direct costs primarily include direct salaries and to a lesser extent
unreimburseable direct costs. Direct salaries and direct costs were $123.7 million in the nine-month period ended June 30, 2007 as compared to $118.3 million in the same period in 2006, representing an increase of 4.6%. As a percentage of NER,
direct salaries and direct costs, decreased slightly by 0.1% to 36.6% in the nine-month period ended June 30, 2007 from 36.7% in the same period in 2006.

Direct salaries and direct costs in the Transportation Services segment increased 5.0% to $45.4 million in the nine-month period ended June 30, 2007 from $43.2 million in the same period in 2006. As a percentage
of NER, direct salaries and direct costs increased by 0.9% to 37.5% in the nine-month period ended June 30, 2007 from 36.6% in the same period in 2006, reflecting direct salaries incurred in anticipation of executing new contract assignments.



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Direct salaries and direct costs in the Construction Management segment decreased 2.9% to $21.1 million
in the nine-month period ended June 30, 2007 from $21.7 million in the same period in 2006. As a percentage of NER, direct salaries and direct costs increased slightly by 0.1% to 39.2% in the nine-month period ended June 30, 2007 from
39.1% in the same period in 2006. This increase was due to a proportionately higher decrease in NER relative to the decrease in direct salaries.

Direct salaries and direct costs in the Civil Engineering segment remained relatively flat at $32.0 million in the nine-month periods ended June 30, 2007 and 2006, respectively. As a percentage of NER, direct salaries and direct costs
decreased by 0.7% to 36.2% in the nine-month period ended June 30, 2007 from 36.9% in the same period in 2006. This decrease was due in part from the higher utilization of our professional staff, which resulted in high labor margin performance
and a proportionately higher increase in NER in proportion to the increase in direct salaries and direct costs.

Direct salaries and direct
costs in the Environmental Services segment increased 18.1% to $25.3 million in the nine-month period ended June 30, 2007 from $21.4 million in the same period in 2006. This increase was due primarily to the professional staff added with the
acquisitions of EIP, as previously explained. As a percentage of NER, direct salaries and direct costs decreased by 0.7% to 33.7% in the nine-month period ended June 30, 2007 from 34.4% in the same period in 2006. This decrease was due
primarily to the growth in NER coupled with tight controls over headcount

General and Administrative Costs, including Indirect
Salaries

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



|                        |  |                            |        |          |      |   |      |   |          |  |      |  
|----------------------- |  | -------------------------- | ------ | -------- | ---- | - | ---- | - | -------- |  | ---- | -
|                        |  | Nine Months Ended June 30, |       
|                        |  | 2007                       |        | % of NER |      |   | 2006 |   | % of NER | 
|(Dollars in thousands)  |  |                            |        |          |      |   |      |   |          |  |      |  
|                        |  |                            |        |         
|Transportation Services |  | $                          | 26,911 |          | 22.2 | % |      | $ | 23,807   |  | 20.2 | %
|Construction Management |  |                            | 10,095 |          | 18.7 | % |      |   | 9,812    |  | 17.6 | %
|Civil Engineering       |  |                            | 20,752 |          | 23.5 | % |      |   | 17,615   |  | 20.3 | %
|Environmental Services  |  |                            | 17,560 |          | 23.4 | % |      |   | 14,323   |  | 23.1 | %
|                        |  |                            |        |          |      |   |      |   |          |  |      |  
|Total Indirect Salaries |  | $                          | 75,318 |          | 22.3 | % |      | $ | 65,557   |  | 20.3 | %
|                        |  |                            |        |          |      |   |      |   |          |  |      |  

Indirect salaries increased 14.9% to $75.3 million in the nine-month period ended June 30,
2007 from $65.6 million in the same period in 2006. Indirect salaries, as a percentage of NER, increased by 2.0% to 22.3% in the nine-month period ended June 30, 2007 from 20.3% in the same period in 2006.

The Transportation Services segment experienced an increase in indirect salaries of 13.0% to $26.9 million in the nine-month period ended June 30,
2007 from $23.8 million in the same period in 2006. As a percentage of NER, indirect salaries increased by 2.0% to 22.2% in the nine-month period ended June 30, 2007 from 20.2% in the same period in 2006. Transportation Services segment was
impacted by the temporary stoppage on bidding for new jobs with the TxDOT, the addition of professional staff in anticipation of contracts approval and expenditures in business development.



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The Construction Management segment experienced an increase in indirect salaries of 2.9% to $10.1 million
in the nine-month period ended June 30, 2007 from $9.8 million in the same period in 2006. As a percentage of NER, indirect salaries increased by 1.1% to 18.7% in the nine-month period ended June 30, 2007 from 17.6% in the same period in
2006. The increase in indirect salaries was due primarily to the retention of key professional staff in anticipation of getting approvals on several contracts and work stoppage resulting from this years severe winter weather, which started
sooner and lasted longer than last season.

The Civil Engineering segment experienced an increase in indirect salaries of 17.8% to $20.8
million in the nine-month period ended June 30, 2007 from $17.6 million in the same period in 2006. As a percentage of NER, indirect salaries increased by 3.2% to 23.5% in the nine-month period ended June 30, 2007 from 20.3% in the same
period in 2006. This increase was primarily due to the strategic retention of our professional staff in maintaining our readiness capabilities to respond to disaster projects and investment in growing the Federal market program. To a lesser extent,
the less than optimum chargeability within the engineering components of the private sector also contributed to the increase in indirect salaries.

Indirect salaries in our Environmental Services segment increased by 22.6% to $17.6 million in the nine-month period ended June 30, 2007 from $14.3 million in the same period in 2006. Indirect salaries, as a percentage of NER increased
slightly by 0.3% to 23.4% in the nine-month period ended June 30, 2007 from 23.1% in the same period in 2006. The increase in indirect salaries was primarily due to decreased chargeability and additional focus on marketing and business
development.



|                                     |  |                            |         |          |      |   |      |   |          |  |      |  
|------------------------------------ |  | -------------------------- | ------- | -------- | ---- | - | ---- | - | -------- |  | ---- | -
|                                     |  | Nine Months Ended June 30, |        
|                                     |  | 2007                       |         | % of NER |      |   | 2006 |   | % of NER | 
|(Dollars in thousands)               |  |                            |         |          |      |   |      |   |          |  |      |  
|                                     |  |                            |         |         
|Transportation Services              |  | $                          | 41,938  |          | 34.7 | % |      | $ | 40,100   |  | 34.0 | %
|Construction Management              |  |                            | 17,580  |          | 32.6 | % |      |   | 18,806   |  | 33.8 | %
|Civil Engineering                    |  |                            | 34,245  |          | 38.8 | % |      |   | 30,226   |  | 34.9 | %
|Environmental Services               |  |                            | 26,752  |          | 35.7 | % |      |   | 23,440   |  | 37.7 | %
|                                     |  |                            |         |          |      |   |      |   |          |  |      |  
|Total General & Administrative Costs |  | $                          | 120,515 |          | 35.6 | % |      | $ | 112,572  |  | 34.9 | %
|                                     |  |                            |         |          |      |   |      |   |          |  |      |  

G&A costs increased 7.1% to $120.5 million in the nine-month period ended June 30, 2007
from $112.6 million in the same period in 2006. The majority of the increase is primarily related to increases in travel and related expenses of $2.1 million, rent expense for real estate of $1.8 million, resulting primarily from lease renewals at
higher rates, legal settlements and fees of $0.9 million, flex benefits of $0.9 million, insurance expense of $698,000, professional fees of $625,000, business development of $512,000, payroll taxes of $503,000 and deferred compensation of $473,000.
We also experienced increases in utilities and computer and software expenses. These increases were partly offset by a decrease in incentive compensation of $2.4 million. Most of these costs are generally considered corporate costs which benefit all
segments and are allocated to the respective segments based on the individual segments proportionate share of G&A costs as compared to total Company G&A costs. G&A as a percentage of NER increased by 0.7% to 35.6% in the nine-month
period ended June 30, 2007 from 34.9% in the same period in 2006. The increase in G&A, as a percentage of NER, was due to G&A costs increasing at a proportionately higher rate than NER in the nine-month period ended June 30, 2007
as compared to the same period in 2006.



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Insurance Proceeds, Gain on Recoveries and Investigation and Related Costs

As described elsewhere in this Form 10Q, during the nine-month period ended June 30, 2007, we recognized $2.0 million in insurance proceeds related
to a claim filed by the Company under its insurance policy to cover fiduciary and crime liability. During the nine-month period ended June 30, 2006, we recorded a gain from recovered assets of $1.6 million. The gain of $1.6 million for the
nine-month period ended June 30, 2006 included $1.4 million gain related to real estate assets recovered which were classified as assets held for sale. Additionally, for the nine-month periods ended June 30, 2007 and 2006, we incurred $3.8
million and $10.8 million, respectively, in costs to investigate and quantify the impact of the embezzlement, and in costs related to the recovery and maintenance of certain assets. We have not discovered and do not expect to discover any additional
misappropriations, and therefore, we have not recorded any misappropriation losses for the nine month-periods ended June 30, 2007 and 2006. The recorded insurance proceeds, gain from recovered assets, and the investigation and related costs
have been allocated to our segments based on the individual segments proportionate share of general and administrative costs to total Company general and administrative costs.

Income Taxes

The income tax provisions (benefit) were $(54,000) and $2.0 million, and $4.1
million and $6.7 million, which represented effective tax rates of (0.7)% and 32.9%, and 25.7% and 43.6%, for the three and nine-month periods ended June 30, 2007 and 2006, respectively.

The Companys effective tax rate is based on expected income, statutory tax rates, and tax planning opportunities available in the various
jurisdictions in which the Company operates. Significant judgment is required in determining the effective tax rate and in evaluating the Companys tax positions. The Company establishes reserves when, despite its belief that the tax return
positions are fully supportable, it believes that certain positions, if challenged by the taxing authorities will likely be resolved unfavorably to us. These reserves are adjusted in light of changing facts and circumstances, such as the progress of
a tax audit or current developments in tax law. The Companys annual tax rate includes the impact of reserve provisions and changes to reserves. While it is often difficult to predict the final outcome, or the timing of resolution of any
particular matter, the Company believes that its reserves reflect the probable outcome of known tax contingencies. Resolution of the tax contingencies would be recognized as an increase or decrease to the Companys tax rate in the period of
resolution. During the three and nine-month periods ended June 30, 2007 and 2006, the Federal statute of limitations expired on returns filed for the years ended September 30, 2003 and 2002. The Company is no longer subject to U.S. Federal
examination for these years. As a result, the Company reduced its tax contingency accrual by approximately $3.8 million and $1.0 million, respectively. This decreased the Companys effective tax rate by 49.3% and 24.0% for the three and
nine-month periods ended June 30, 2007, respectively and by 16.2% and 6.5% for the three and nine-month periods ended June 30, 2006, respectively.

2. Financial Condition and Capital Resources

Cash Flows from Operating Activities

Net cash used in operating activities totaled $(2.8) million for the nine-month period ended June 30, 2007 as compared to net cash provided by
operating activities of $2.7 million for the same period in 2006. The reduction in net cash provided by operating activities during the nine-month period ended June 30, 2007 from the same period in 2006 was primarily due to settlement payments
made to clients related to the overstatement of overhead rates, including a payment to FDOT in the amount of $4.4 million. The decrease in cash provided by operating activities was also impacted by the Companys cash flows from projects
resulting from increases in unbilled fees. The decrease in net cash provided by operating activities was partly offset by a decrease in accounts receivable resulting from excess cash collections over billings for the nine-month period ended
June 30, 2007 when compared to the same period in 2006. Also offsetting the decrease in net cash provided by operating activities was a smaller decrease in accounts payable and accrued expenses at June 3, 2007 from September 30, 2006
in comparison to the larger decrease in accounts payable and



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accrued expenses in the comparable periods in 2006. The decrease was primarily the result of a smaller payment for incentive compensation accruals in fiscal
2007 relative to the payment made in the same period in fiscal 2006 and a slowdown in activity related to the misappropriation loss.

Approximately 80% of our revenues are billed on a monthly basis. The remaining amounts are billed when we reach certain stages of completion as specified in the contracts. Payment terms for accounts receivable and unbilled fees, when
billed, are net 30 days. Unbilled fees increased 6.2% to $66.7 million at June 30, 2007 from $62.8 million at September 30, 2006.

Accounts receivable decreased 0.8% to $84.5 million at June 30, 2007 from $85.2 million at September 30, 2006. The allowance for doubtful accounts increased to $2.2 million at June 30, 2007 from $1.8 million at
September 30, 2006.

During fiscal year 2007, we have incurred additional costs in connection with the investigations and with the
restatement of our previously issued consolidated financial statements. We expect to incur approximately $650,000 during the remaining three months of fiscal year 2007 in investigation related legal expenses. We do not expect to spend any additional
investigation related expenses during the remaining three months of fiscal year 2007.

Cash Flows from Investing Activities

Net cash used in investing activities was $8.9 million and $13.3 million for the nine-month periods ended June 30, 2007 and 2006, respectively.
Investing activity were primarily related to fixed asset purchases, such as survey equipment, computer equipment, system software, furniture, and leasehold improvements and acquisitions.

On April 30, 2006, we acquired 100% of the stock of EIP Associates (EIP) for $6.0 million, net of cash acquired of $15,000, comprised of
$5.5 million in cash, $334,000 accrued additional purchase price and $200,000 held in escrow.



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Cash Flows from Financing Activities

Net cash provided by financing activities for the nine-month period ended June 30, 2007 was $11.7 million, as compared to cash used in financing activities of $12.0 million in the same period in 2006. The
increase in net cash provided by financing activities during the nine-month period ended June 30, 2007 from the same period in 2006 was primarily attributable to a decrease in the payments for the repurchase of common stock from employees of
$14.1 million and an increase in net borrowings under the line of credit of $13.9 million as compared to the prior period. The increase in net cash provided by financing activities was partially offset by a decrease in the proceeds from the sale of
common stock to employees of $4.3 million.

Capital Resources

We have a $58 million line of credit agreement, inclusive of $10 million in letters of credit, with Bank of America, N.A. (the Bank). The original expiration date on the line of credit is June 30,
2008. The letters of credit reduce the maximum amount available for borrowing. As of June 30, 2007 and September 30, 2006, we had letters of credit totaling $1.9 million and $4.3 million, respectively. As of June 30, 2007 and
September 30, 2006, we had letters of credit for $2.2 million to guarantee insurance payments. In addition, in the second quarter of 2006, we issued a letter of credit which expired in November 2006, for $2.0 million to cover risk of insolvency
for the FDOT. No amounts have been drawn on any of these letters of credit. 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 $38.7 million and
$52.6 million as of June 30, 2007 and September 30, 2006, respectively. The amounts outstanding under the revolving line of credit were $17.5 million and $1.1 million as of June 30, 2007 and September 30, 2006, respectively. The
increase in the line of credit was primarily related to the payment of client reimbursement liabilities during the nine-months ended June 30, 2007. Although our most significant source of cash has historically been generated from operations, in
the event that cash flows from operations are insufficient to cover our working capital needs, we would access our revolving line of credit facility.

The interest rate (5.82% at June 30, 2007 and September 30, 2006, respectively) ranges from LIBOR plus 50 basis points to Prime minus 125 basis points if the Companys funded debt coverage ratio is less
than 2.5. The range increases to LIBOR plus 75 basis points to Prime minus 100 basis points if the Companys funded debt coverage ratio is between 2.5 to 3.0. The line of credit contains clauses requiring the maintenance of various covenants
and financial ratios including minimum levels of net worth, a minimum coverage ratio of certain fixed charges, and a minimum leverage ratio of earnings before interest, taxes, depreciation, and amortization to funded debt. The Company was in
compliance with or obtained a waiver of default of the line of credit financial covenants as of June 30, 2007. The line of credit is collateralized by substantially all of the Companys assets.

On March 19, 2001, the Company entered into a mortgage note with an original principal amount of $9.0 million due in monthly installments starting
on April 16, 2001, with interest. Interest on the mortgage is LIBOR plus the floating rate margin of not less than 65 basis points and not greater than 90 basis points. A balloon payment is due on the mortgage on March 16, 2011. The
effective interest rate on the mortgage note was 5.97% and 5.98% at June 30, 2007 and September 30, 2006, respectively. Our adjustable rate mortgage calls for an interest rate based on the 30 day LIBOR plus a margin of .065%.

Our capital expenditures are generally for purchases of property and equipment. The Company spent $7.9 million and $8.6 million on such expenditures
for the nine-month period ended June 30, 2007 and 2006, respectively.

The Company carries insurance to cover fiduciary and crime
liability. The policy is renewed on an annual basis and was in effect for the periods in which the Participants misappropriated funds of the Company. The stated aggregate limits for the annual policies from March 1992 through April 2005
are $22.0 million. The Company filed a claim under the annual policy for the period ending in April 2005 (the 2005 Policy), to recover some of the misappropriation losses which resulted from the embezzlement. In January 2007,
we received $2.0 million, the stated limit under the 2005 Policy. The Company will be filing additional claims under each of the annual policies for the periods starting in 1992 through 2004. At the present time, the Company is unable to
predict the likely outcome of these claims.



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A stock window usually takes place on an annual basis for a one week period during the month of
March. The Company suspended the stock window for March 2006 until the final impact of the restatement of the Companys condensed consolidated financial statements was determined and all SEC filing regulations are met such as, the timely
filing of quarterly and annual reports.

The stock window also allowed existing shareholders to offer shares of common stock for sale to
the Company. Under the corporate by-laws, the Company has the first right of refusal to purchase these shares. If the Company declines to purchase the offered shares, they are offered to the Employee Profit Sharing and Stock Ownership Plan and
Trust (ESOP) and then to all shareholders who are employees.

The Company cancelled the stock window for fiscal 2007 because the Company was
not current in filing its quarterly reports for fiscal 2007 with the SEC. Instead the Company authorized an internal market window (internal window) for employee shareholders to purchase and sell shares of the Company. The Company
facilitated this internal window by matching employee shareholders who wished to purchase and sell shares at the September 30, 2006 valuation price of $24.34. The Company had the option, but not the obligation, to purchase any unmatched sell
shares that employee shareholders wished to sell and which did not have a matching employee shareholder purchaser. The internal window started on July 2, 2007 and ended on July 27, 2007. Eligible buyers were employees and directors of the
Company and the Companys ESOP. At the end of the internal window, there were unmatched sell shares. The Company did not exercise its right to purchase the unmatched sell shares. The unmatched sell shares were next offered to the Companys
ESOP, which agreed to purchase all of the unmatched sell shares.

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

Inflation

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

3. Off-Balance Sheet Arrangements

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

4. Related Party Transactions

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



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Pursuant to the Companys by-laws, the
Company is permitted to repurchase stock by delivery of a promissory note to the employee. On February 23, 2006 the Company repurchased 46,000 shares and 3,400 shares, respectively, of the Companys stock from Richard Wickett and Kathryn
Wilson in the original principal amounts of $1.2 million and $92,000, respectively. The shares were repurchased for $27.00 per share which represents the September 30, 2004 share price, pending completion of the valuation of the Companys
stock as of September 30, 2005. At June 30, 2007, the Company had an accrual of $49,400 for the difference between the purchase price and the September 30, 2005 share value of $28.00. At June 30, 2007, the notes bear interest at
the rate of 8.25% per annum and such rate is adjusted to the then current prime rate of Bank of America on December 31stof each year. Accrued
interest and $1 of principal is due monthly on the notes with all remaining principal and accrued interest due and payable on the five year anniversary of the date of issuance.

On February 13, 2007, the Company repurchased an additional 46,607 shares of the
Companys stock from Richard Wickett in the original principal amount of approximately $1.0 million. The additional shares were purchased for $22.40 which represents 80% of the September 30, 2005 share price, pending completion of the
valuation of the Companys stock as of September 30, 2006. At June 30, 2007, the Company had an accrual for the difference between the purchase price and the September 30, 2006 share value of $24.34. At June 30, 2007, the
notes bear interest at the rate of 8.25% per annum and such rate is adjusted to the then current prime rate of Bank of America on December 31stof each year. Accrued interest and $1 of principal is due monthly on the notes with all remaining principal and accrued interest due and payable on the five year anniversary of the date of issuance.

Both notes are subject to the Companys right of set off, which permits the Company to set off all claims it may have against the payee against
amounts due and owing under the notes. The balances of the notes and the accruals for the stock price differentials were $2.5 million and $1.4 million at June 30, 2007 and September 30, 2006, respectively, and were included in other
liabilities in the accompanying condensed consolidated balance sheet.

During the third quarter of fiscal 2007, as permitted under certain
conditions pursuant to the terms of the agreement, the Company discontinued payments, and the provision of other benefits, to Richard Wickett under his Supplemental Retirement Agreement. Mr. Wickett has the right to appeal the decision and the
projected benefit obligation remains accrued as deferred compensation in the accompanying condensed consolidated balance sheets.

On June 1, 2007, the Company repurchased 21,500 shares of the Companys stock from a
retiring employee for approximately $523,000, comprised of $104,000 in cash and a note in the amount of $419,000. The note bears interest at 8.25% per annum and is adjusted to the then current prime rate of Bank of America on
December 31st, of each year. Principal payments of $105,000 and accrued interest are due each year on the anniversary of the note commencing on
June 1, 2008 and ending June 1, 2011. The Company paid off the entire note balance in August 2007.

In July 2007, pursuant
to the Companys by-laws, the Company did not exercise its right of first refusal to redeem the shares offered for redemption by John Shearer, our former National Service Director and Senior Vice President. In accordance with the
Companys by-laws, the shares were next offered to our ESOP plan; the ESOP plan has agreed to redeem the shares over the course of five years. The first annual installment of 54,567 shares was redeemed on July 8, 2007 at the
established valuation price of $24.34 for a total of $1.3 million. Subsequent annual installments of 10,940, 33,261, 33,261 and 33,261 shares will be redeemed in the second quarter of each fiscal year beginning with fiscal year 2008 by our ESOP
plan at a price per share established by future valuations of the Companys shares.



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5. Recent Accounting Pronouncements

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

In September 2006, FASB issued SFAS No. 158 (SFAS 158), Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans. This standard requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The Company is required to adopt the recognition and related disclosure provisions of SFAS 158 beginning with our fourth
quarter of the fiscal year ending September 30, 2007. If the Company had applied SFAS 158 at the end of fiscal year 2006, using the Companys September 30, 2006 actuarial valuation, we would have recorded a pre-tax charge to
accumulated other comprehensive income totaling $876,000 ($545,000 after tax) representing the difference between the funded status of the plan based on the projected benefit obligation and the amounts recorded in the accompanying condensed
consolidated balance sheet at September 30, 2006. The Company is also required to adopt the measurement provisions of SFAS 158 for the fiscal year ending September 30, 2009. This provision requires companies to measure plan assets and
benefit obligations as of the date of the Companys fiscal year-end. No change in measurement dates will be necessary since the Company currently meets this requirement.

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

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (SAB 108). SAB 108 addresses how the effects of prior year
uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether
either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. When the effect of initial adoption is material, companies will record the effect as a cumulative effect adjustment to
beginning of year retained earnings. SAB 108 will be effective for the Company for the fiscal year ending September 30, 2007. We have adopted SAB 108 in our first quarter of fiscal 2007. The adoption of SAB 108 did not have a material impact on
our condensed consolidated financial statements.

In July 2006, the FASB issued Interpretation (FIN) No. 48
Accounting for Uncertainty in Income Taxes  an interpretation of FASB No. 109 (FIN 48). This interpretation establishes guidelines and thresholds that must be met for the recognition and measurement of a tax
position taken or expected to be taken in a tax return. The provisions of FIN 48 are effective for the Company for fiscal year ending September 30, 2008. The Company is currently evaluating the impact of adopting FIN 48 on its condensed
consolidated financial statements.



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

In May 2005, the FASB
issued SFAS No. 154 (SFAS 154),Accounting Changes and Error Corrections (SFAS 154), which replaces APB Opinion No. 20 Accounting Changes and SFAS No. 3 Reporting
Accounting Changes in Interim Financial Statements. SFAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS 154
also requires that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed a
restatement. SFAS 154 is effective for accounting changes and correction of errors made in the first annual reporting period beginning after December 15, 2005. We early adopted SFAS 154 in fiscal year ended September 30, 2005, and have
reported and disclosed the correction of errors in our previously reported consolidated financial statements in accordance with SFAS 154. The other reporting and disclosure requirements of SFAS 154 did not have a material impact on our condensed
consolidated financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS 123(R)), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first annual period beginning after December
2005, with early adoption encouraged. We have adopted SFAS 123(R) in our first quarter of fiscal year 2007, beginning October 1, 2006. The adoption of SFAS 123(R) resulted in the reclassification of the balance of unvested restricted stock, in
the amount of $3.1 million, as a credit to unearned compensation in stockholders equity and a corresponding reduction to retained earnings for the same amount in the accompanying condensed consolidated balance sheet as of December 31,
2006.

6. Critical Accounting Policies

For a discussion of our critical accounting policies, see Managements Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the fiscal year ended September 30, 2006.



|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 currently plan to
employ them in the near future.

The interest rate on the mortgage note was 5.97% and 5.98% at June 30, 2007 and September 30,
2006, respectively. Our adjustable rate mortgage calls for an interest rate based on the 30 day LIBOR plus a margin of .065%.



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The interest rate (5.82% at June 30, 2007 and September 30, 2006, respectively) on our
revolving line of credit ranges from LIBOR plus 50 basis points to prime minus 125 basis points if our funded debt coverage ratio is less than 2.5. The range increases to LIBOR plus 75 basis points to prime minus 100 basis points if our funded debt
coverage ratio is between 2.5 to 3.0. We mitigate interest rate risk by continually monitoring interest rates and electing the lower of the LIBOR or prime rate option available under the line of credit. As of June 30, 2007, the fair value of
the debt approximates the outstanding principal balance due to the variable rate nature of such instruments.

The interest rates under our
revolving line of credit and mortgage note are variable and accordingly we have exposure to market risk. To the extent that we have borrowings outstanding, there is market risk relating to the amount of such borrowings. We estimate that a
one-percentage point increase in interest rates for debt outstanding of $24.5 million as of June 30, 2007 would have resulted in additional annualized interest costs of approximately $245,000. As of July 31, 2007, debt outstanding has
decreased to $15.4 million primarily due to the pay down of our line of credit from cash from operations. We estimate that a one-percentage point increase in interest rates for this debt would result in additional annualized interest costs of
approximately $154,000.

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



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

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

Evaluation of disclosure controls and procedures

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

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Audit Committee and management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon, and as of the date of, this evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were not effective, because of the material weaknesses discussed below. In light of the material weaknesses described below, the Company
performed additional procedures to ensure that the condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this
Quarterly Report fairly present in all material respects the Companys financial condition, results of operations and cash flows for the periods presented.



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Material Weakness in Internal Control Over Financial Reporting

A material weakness (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) is a control
deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in our annual or interim financial statements will not be prevented or
detected on a timely basis. The Company identified the following material weaknesses:

1) Entity-Level Controls

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

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

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

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

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

Status of Remediation of Prior Year and Currently Identified Material Weaknesses

We have implemented several changes to our
internal control over financial reporting in response to the material weaknesses identified in our 2006 Form 10-K and those described above. To address the material weaknesses, we have implemented the following procedures:



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



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



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



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



| |  |  | We have hired additional internal audit professionals and engaged external consultants who will be responsible for performing the fraud risk assessment and
monitoring the Companys internal controls.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Changes in Internal Control Over Financial Reporting

Except as described above, there have been no changes to the Companys internal control over financial reporting that occurred during the
Companys fiscal quarter ended June 30, 2007 that have materially affected, or are reasonably likely to affect, the Companys internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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



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PART II. Other Information



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

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

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

In July 1998, we entered into an agreement with West Frisco Development Corporation (WFDC) to provide various services, among which was a flood plain study to be used by WFDC, the City of Frisco and FEMA.
In 2003, the City of Frisco retained the services of a third-party architecture and engineering firm in connection with the extension and widening of Teel Road which lies within the greater drainage basin included in the Companys original
flood plain study. This architecture and engineering firms assessment of the flood plain study determined that the Company used incorrect assumptions when calculating the size of the drainage culverts required for the increased development of
the areas transportation infrastructure. Based on this assessment, the Company has entered into negotiations with the City of Frisco to correct the drainage needs to support the Teel Road expansion project. As a result, the Company had
recorded an estimated liability of $3.1 million to cover the costs associated with correcting the drainage needs of the Teel Road expansion project. Included in this estimate is the purchase of a parcel of land for $1.5 million, the remaining
balance of $1.6 million is reflected in other liabilities in the accompanying condensed consolidated balance sheets as of June 30, 2007 and September 30, 2006.

Misappropriation Loss

In March 2005, subsequent to the issuance of the Companys 2004 financial
statements, we discovered misappropriations of Company funds by our former Chief Financial Officer and two former employees who worked in our information systems and treasury departments, collectively, (the participants). The
participants colluded and circumvented controls to misappropriate funds and conceal the misappropriations possibly beginning as early as 1993 until the misappropriations were discovered.

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



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

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

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

In July 2006, we entered into a settlement agreement with the State of Texas Department of Transportation which resolves all claims that
the State of Texas may have had against us for overpayments related to the restatement of overhead rates on billings on or before April 30, 2006 under contracts with that agency based on our payment of approximately $5.4 million and provides
for the determination of the appropriate overhead rate for billings after April 30, 2006. In November 2006, we entered into a settlement agreement with the Florida Department of Transportation which resolves all claims that agency may have had
against us for the overstatement of rates on billings through September 30, 2005 (and with respect to cost contracts through September 30, 2006) under our contracts with them based on our payment of approximately $12.5 million. This
settlement agreement also provided for the determination of the appropriate overhead rate refund for fiscal year 2006 billings under fixed price contracts. The refund amount was finalized in March 2007 and totaled $425,000.

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

The outstanding settlements described above,
net of settlements paid in fiscal year 2006 and the nine-month period ended June 30, 2007, are included in the accrued reimbursement liability in the Companys condensed consolidated financial statements at June 30, 2007. We are in
discussions with our remaining government clients to enter into settlement agreements in order to satisfy any refund obligations, which are in various stages of settlement.

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



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

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

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



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

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

Certain
Risks Related to Our Marketplace and Our Operations

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

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

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

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

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

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

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

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

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

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



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

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

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

In the nine-month period ended June 30, 2007, we derived approximately 19.0% of our engineering fees from
various districts and departments of the FDOT and the TxDOT under numerous contracts. While we believe the loss of any individual contract would not have a material adverse effect on our results of operations and would not adversely impact our
ability to continue work under our other contracts with these clients, the loss of all the FDOT or the TxDOT contracts would have a material adverse effect on our results of operations by causing a material decrease in our engineering fees and
profits.

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

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

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

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

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

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



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

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

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

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

Certain Risks Related to Owning Our Stock

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

There is no public market for our common stock. In order to provide some liquidity to our shareholders, we have historically maintained a limited annual
stock offering period, which we call the stock window. The stock window has permitted existing shareholders to offer their shares for sale back to us during a predetermined period at a price determined by an appraisal. Although the stock window is
intended to provide some liquidity to shareholders, the aggregate number of shares offered for sale during the stock window may be greater than the aggregate number of shares sought to be purchased by authorized buyers. As a result, sell orders may
be prorated, and shareholders may not be able to sell all of the shares they desire to sell during the stock window.

We suspended the
stock window for March 2006 until the final impact of the restatement of the Companys condensed consolidated financial statements was determined and all SEC filing regulations are met such as, the timely filing of quarterly and annual reports.
The Company cancelled the stock window for fiscal 2007 because the Company was not current in filing its quarterly reports for fiscal 2007 with the SEC. Instead the Company authorized an internal market window (internal window) for
employee shareholders to purchase and sell shares of the Company. The Company facilitated this internal window by matching employee shareholders who wished to purchase and sell shares at the September 30, 2006 valuation price of $24.34. The
Company had the option, but not the obligation, to purchase any unmatched sell shares that employee shareholders wished to sell and which did not have a matching employee shareholder purchaser. The internal window started on July 2, 2007 and
ended on July 27, 2007. Eligible buyers were employees and directors of the Company and the Companys ESOP. At the end of the internal window, there were unmatched sell shares. The Company did not exercise its right to purchase the
unmatched sell shares. The unmatched sell shares were next offered to the Companys ESOP, which agreed to purchase all of the unmatched sell shares.

Shareholders who desire to sell their shares in the future will only be able to do so if there are authorized buyers willing to purchase such shares during an open stock window. There is no guarantee the stock window
will be open or will not be delayed in future periods.



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

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

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

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

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

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

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



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|ITEM 2. | Issuer Purchases of Equity Securities by Issuer and Affiliated Purchasers
|------- | -------------------------------------------------------------------------



|                   |  |                                   |  |                             |       |                                                                              |   |                                                                         |  
|------------------ |  | --------------------------------- |  | --------------------------- | ----- | ---------------------------------------------------------------------------- | - | ----------------------------------------------------------------------- | -
|                   |  | Total Number ofShares Repurchased |  | Average PricePaid Per Share |       | Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms |   | Maximum Number ofShares That May BePurchased Under thePlans or Programs
|April 1 - April 30 |  |                                  |  |                             |       |                                                                              |  |                                                                         | 
|May 1 - May 31     |  |                                  |  |                             |       |                                                                              |  |                                                                         | 
|June 1 - June 30   |  | 21,500                            |  | $                           | 24.34 |                                                                              |  |                                                                         | 
|                   |  |                                   |  |                             |       |                                                                              |   |                                                                         |  
|Total              |  | 21,500                            |  | $                           | 24.34 |                                                                              |  |                                                                         | 
|                   |  |                                   |  |                             |       |                                                                              |   |                                                                         |  



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

None.



|ITEM 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

At the Companys regularly scheduled annual meeting of shareholders held on June 22, 2007, the following proposals were adopted by the margins indicated:



|1. | To elect a Board of Directors to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------



|                    |  |                  |  |           |  |        
|------------------- |  | ---------------- |  | --------- |  | -------
|                    |  | Number of Shares
|                    |  | For              |  | Against   |  | Abstain
|John B. Zumwalt     |  | 3,550,472        |  | 1,092,794 |  | 163,958
|Todd J. Kenner      |  | 3,244,896        |  | 1,353,133 |  | 209,196
|Wayne J. Overman    |  | 3,507,764        |  | 1,124,400 |  | 175,061
|Robert J. Paulsen   |  | 3,428,163        |  | 1,054,594 |  | 324,467
|William D. Pruitt   |  | 4,328,858        |  | 302,878   |  | 175,489
|Phillip E. Searcy   |  | 4,085,361        |  | 630,610   |  | 91,254 
|Frank A. Stasiowski |  | 2,628,886        |  | 2,003,690 |  | 174,649



|2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2007
|-- | ----------------------------------------------------------------------------------------------------------------------------



|                 |  |          
|---------------- |  | ---------
|Number of Shares
|For              |  | 4,093,981
|Against          |  | 621,168  
|Abstain          |  | 97,076   



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3. To authorize the Company to execute an agreement with a retiring shareholder to redeem his 165,290 shares, exclusive
of his shares owned through the PBS&J Employee Profit Sharing and Stock Ownership Plan and Trust, in blocks of 54,567, 10,940, 33,261, 33,261 and 33,261 shares during the stock purchase window in 2007, 2008, 2009, 2010 and 2011, respectively, at
a price determined at the September 30 valuation immediately preceding each of the respective years redemption.



|                 |  |          
|---------------- |  | ---------
|Number of Shares
|For              |  | 3,807,391
|Against          |  | 795,421  
|Abstain          |  | 204,413  



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

None.



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

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



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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: September 21, 2007 |  |  |  | /s/ John B. Zumwalt III                          
|                          |  |  |  | John B. Zumwalt III                              
|                          |  |  |  | Chairman of the Board and Chief Executive Officer
|                          |  | 
|Dated: September 21, 2007 |  |  |  | /s/ Donald J. Vrana                              
|                          |  |  |  | Donald J. Vrana                                  
|                          |  |  |  | Senior Vice President and Chief Financial Officer



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                         
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                             
|31.1          |  | Rule 13a-14(a) certification by John B. Zumwalt, III, Chairman and Chief Executive Officer.                                                                                                                                                             
|              | 
|31.2          |  | Rule 13a-14(a) certification by Donald J. Vrana, Senior Vice President and Chief Financial Officer.                                                                                                                                                     
|              | 
|32            |  | Certification of by John B. Zumwalt, III, Chairman and Chief Executive Officer and Donald J. Vrana, Senior Vice President and Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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