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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)

                     of the Securities Exchange Act of 1934


     FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000 Commission File No. 0-17882

                     GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.

             (Exact Name of Registrant as Specified in its Charter)

     Delaware                                  04-3051642
(State of Incorporation)            (I.R.S. Employer Identification No.)

   320 Needham Street, Newton Upper Falls, Massachusetts      02464
          (Address of Principal Executive Offices)          (Zip Code)

       Registrant's telephone number, including area code: (617) 969-0050

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

          Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class

                          Common stock, par value $.01

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

Number of Shares of Common Stock
outstanding at May 19, 2000                 4,197,093

The aggregate market value of voting stock of the registrant held by
non-affiliates of the registrant (i.e., stockholders who are not directors or
officers of the registrant and are not otherwise persons who control or are
controlled by or under common control with the registrant) was $22,191,541 as of
May 19, 2000.

                       Documents Incorporated by Reference

Certain portions of the definitive proxy statement for the Company's 2000 Annual
Meeting of Stockholders are incorporated by reference in Part III of this Form
10-K.

                  The Index to Exhibits is located on Page 42.

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                                     PART I

ITEM 1. BUSINESS

GENERAL

GZA GeoEnvironmental Technologies, Inc. (GZA) is a multidisciplinary consulting
and engineering firm offering environmental, geo-civil and remediation services,
as well as regulatory compliance, information management, solid waste
management, and various support services. Founded in 1964, the company now
employs approximately 500 engineers, scientists, and technical support staff in
20 offices nationwide. The firm has completed over 60,000 projects in all 50
states and 21 foreign countries.

By leveraging core services, GZA is expanding capabilities strategically to meet
clients' business challenges. Through the successful integration of our
geotechnical, environmental and civil engineering expertise, we offer
broad-based technical approaches to provide cost-effective and technically
appropriate solutions to engineering challenges. Our growth is occurring through
the successful integration of technical expertise, the expansion of capabilities
that complement our traditional core services, and development of competitive
service delivery models including risk-sharing arrangements and strategic
partnerships.

In addition to environmental and engineering consulting services provided
through GZA GeoEnvironmental, Inc., the company performs drilling operations
through GZA Drilling, Inc. Both are wholly-owned subsidiaries of GZA
GeoEnvironmental Technologies, Inc. Goldberg-Zoino Associates of New York, P.C.
d/b/a GZA GeoEnvironmental of New York, a professional corporation owned by
officers, directors and stockholders of GZA is an affiliate of GZA.

SERVICE CAPABILITIES

ENVIRONMENTAL CONSULTING AND RESTORATION

Our consulting and engineering services help clients develop and manage their
safety, health and environmental compliance programs. We also characterize
environmental contamination concerns and design, construct and operate
restoration solutions.

ENVIRONMENTAL SITE ASSESSMENTS AND INVESTIGATIONS. GZA has assisted over 4,000
industrial companies, developers, banks, lending institutions, title insurers,
and state agencies among others to collect and interpret information about
current or past hazardous material releases at a site.

REMEDIAL INVESTIGATIONS. GZA evaluates the nature, extent, and possible health
and environmental impacts of site contamination. Comprehensive site examinations
include characterization of contaminants through sampling and analysis of soils,
sediments, groundwater, surface water, and air. In assessing contamination,
predictive and analytical techniques such as computer modeling to quantify
concentrations and migration rates are used.

FEASIBILITY STUDIES. Using information developed during the remedial
investigation, feasibility studies involve identifying and evaluating
alternative remedial technologies and developing a conceptual remedial design.
When necessary, GZA performs laboratory and onsite bench-scale and pilot-scale
tests to assist in designing and estimating the cost of proposed remediation
systems.

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RISK ASSESSMENTS. GZA is experienced in preparing human health and ecological
risk assessments. We conduct surveys to identify facility hazards, including
indoor air quality assessments; develop respiratory protection, industrial
hygiene, and health and safety programs; train workers to handle hazardous
materials; and conduct asbestos investigations and develop asbestos abatement
programs.

GROUNDWATER MONITORING PROGRAMS. GZA designs and implements groundwater
monitoring programs to meet state and federal Resource Conservation and Recovery
Act of 1976 (RCRA) compliance requirements for non-hazardous and hazardous waste
landfills, and to support hydrogeologic evaluations and contamination
assessments. Work on these programs includes establishing test parameters and
sampling protocols, siting and developing wells, creating and applying database
management systems, predicting groundwater flow and contaminant transport with
supporting statistical analyses.

ENVIRONMENTAL IMPACT ASSESSMENTS AND PERMITTING. GZA performs environmental
impact assessments to estimate the chemical and physical state and biological
impacts associated with the discharge of contaminants into the environment. We
provide a wide range of services associated with acquisition of environmental
permits, including those for surface water, wetlands, waterways and solid waste
facilities.

ENVIRONMENTAL REMEDIATION. As real estate market forces promote redevelopment of
contaminated sites and refurbishing of commercial buildings, GZA's remediation
services combine environmental and engineering and construction management
expertise to provide savings and streamline project tasks.

REMEDIAL TECHNOLOGIES. GZA's remedial technologies are applied to contaminated
groundwater recovery and treatment; soil remediation and stabilization; and
contaminant containment methodologies including cutoff walls, caps, liners and
drainage systems.

REMEDIAL DESIGN/CONSTRUCTION SERVICES. GZA provides comprehensive design,
engineering, and construction services for environmental remediation. These
services range from traditional remedial measures (removal, transportation and
disposal) to design, installation, and operation of complex treatment systems
for contaminant reduction or removal.

STORAGE TANK MANAGEMENT. GZA's full range of services pertaining to aboveground
and underground tanks includes removal, replacement, and installation; tank
testing and assessment; regulatory compliance and auditing; operations and
management planning; and tank and piping upgrades.

FACILITY/SITE CLOSURES & REDEVELOPMENT. By combining geotechnical and
environmental capabilities, GZA provides cost-effective risk management
solutions for subsurface contamination. Complementing this, GZA provides turnkey
closure services including demolition, decontamination, asbestos management and
lead abatement.

REGULATORY COMPLIANCE & ENVIRONMENTAL MANAGEMENT. Compliance with environmental
regulations is mandated by state and federal regulatory agencies. In addition,
companies operating in today's business marketplace, in which acquisitions and
mergers are common, recognize that value can be derived from efficient
environmental management systems. GZA's knowledge and experience helps clients
meet or exceed regulatory requirements related to ongoing plant operations. Our
Web-based software applications expedite tasks associated with required
reporting to environmental agencies. By providing real-time monitoring as well
as automated record keeping, GZA develops compliance programs designed to
complement internal environmental, health and safety programs while reducing
resources required for reporting functions.

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AIR QUALITY SERVICES. GZA's air quality team focuses on minimizing regulatory
burdens while maximizing operational productivity. Services include: emissions
inventories; regulatory compliance assessments; permitting; accidental release
prevention studies; air dispersion modeling; control technology evaluations; and
air monitoring.

In April, 2000, South Jersey Energy Company (South Jersey) and GZA
GeoEnvironmental Technologies, Inc. announced the formation of AirLogics, LLC, a
joint venture between GZA and South Jersey, to expand marketing efforts of their
patent-pending, real-time air monitoring system. The companies also announced a
new marketing alliance with the Institute of Gas Technology, a leading energy
and environmental research and development group, to increase product sales
within the utility industry. AirLogics targets its marketing efforts on electric
and gas utility companies involved in the remediation of former manufactured gas
plants.

POLLUTION PREVENTION. Our pollution prevention services involve finding ways to
assist companies in eliminating, reducing and recycling waste. GZA provides
facility assessments; operational compliance evaluations; feasibility studies;
environmental, health and safety compliance assistance; prevention-based
management program development; and source reduction planning for toxic chemical
use.

ISO 14000 SERVICES. GZA works with plant environmental management teams to
develop ISO certification strategies. Services include: gap analysis; gap
closure planning and implementation; executive briefings and employee awareness
training; internal auditor training; policies and procedures development; and
preparation of environmental quality manuals.

WASTE MINIMIZATION AND REGULATORY COMPLIANCE SERVICES. GZA offers hazardous
waste minimization audits; permitting services including National Pollution
Discharge Elimination System (NPDES), hazardous waste facility Parts A and B,
air toxics/emissions and discharge; and regulatory assistance including RCRA
corrective actions, Superfund Amendments and Reauthorization Act of 1986 (SARA)
Title III compliance, underground storage tank registrations, and hazardous
waste facility closures.

TRAINING. GZA's training staff provides health and safety training for workers
engaged in hazardous materials and waste operations. Compliance training
includes hazardous waste; sewer and water discharge; air emissions; OSHA hazard
communication; motor carrier safety and hazardous materials handling; and
right-to-know.

GEO-CIVIL & ENGINEERING DESIGN

Founded in 1964 as a geotechnical engineering firm, GZA has developed a wealth
of expertise in project design and construction implementation of large-scale
waterfront, brownfield, commercial development, public works, water resource
improvements, and transportation initiatives including tunnels, highways,
bridges, airports and railways for public and private clients.

SITE INVESTIGATION EXPERTISE. GZA routinely performs site and subsurface
explorations for foundation engineering projects. Tasks may include site history
research; soil and rock borings and test pit explorations; undisturbed soil
sampling; soil engineering studies; geophysical investigations; geologic
mapping; and groundwater measurement and analyses.

GEOTECHNICAL STUDIES. GZA's geotechnical studies include: foundation system
design; embankment stability analyses; settlement analysis; pavement design;
soil stabilization studies; evaluating liquefaction potential; soil and water
sampling programs; dewatering system design; instrumentation program
development; shaft and tunnel engineering; slope stability analysis; field
testing; lateral support system design; impermeable liner selection; and seepage
analyses.

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DAM/FLOOD CONTROL STRUCTURE INVESTIGATION, DESIGN, AND REPAIR EXPERTISE. GZA
has analyzed, designed and provided construction observation services for more
than 300 dams in the United States. We also have extensive experience in
performing dam safety inspections and stability evaluations and hydraulic
hydrology studies, as well as providing remedial recommendations for the U.S.
Army Corps of Engineers, state and local agencies, and private owners.

CONSTRUCTION SUPPORT SERVICES. Construction services to include: earthwork
quality control; resident engineering; foundation load testing; ground
exploration; construction management; site engineering; materials testing; and
construction monitoring.

INFORMATION MANAGEMENT SERVICES

GZA provides specialized, internet-based applications to help clients run their
businesses with greater cost-effectiveness. Conceptualizing, developing,
implementing and hosting those applications enhances internal operations,
providing both GZA and its clients opportunities for expanded growth and
profitability.

ENVIRONMENTAL INFORMATION MANAGEMENT SYSTEMS. GZA's Information Solutions
Department has devised information management solutions to provide real-time
monitoring, automated recordkeeping, and enhanced regulatory compliance
applications for industrial, government, real estate and commercial clients.

INFOLINK INTRANET SYSTEM. GZA's suite of Web-based modular applications include:
Material Safety Data Sheet management; health/safety incident tracking;
environmental management with Geographic Information System interface; air
emissions tracking and reporting; self-audit tracking; ISO 14000 management; and
waste minimization.

CUSTOMERLINK. GZA uses Internet technologies to help manage complex projects by
providing clients with secured access to their information. We develop and
implement "extranets" to provide clients and project team members with secure
access to project data, document libraries, and database applications from
remote locations.

GEOGRAPHIC INFORMATION SYSTEMS (GIS). GIS technology links digital mapping with
relational databases. Key services include: needs assessment and planning;
database modeling and design; application development; and training and support.

SOLID WASTE MANAGEMENT

GZA combines environmental and engineering specialties to serve public and
private clients in developing, expanding and closing of solid waste transfer
stations and landfills.

SOLID WASTE/LANDFILL DESIGN AND MANAGEMENT. GZA has experience in all aspects of
landfill design and management, from hydrogeologic investigations at existing
sites to siting, design, construction observation, and monitoring of new
hazardous/solid waste disposal facilities. GZA has performed remedial
investigations and feasibility studies, design, construction, and closures at
over 500 landfills. Additionally, we have provided design and laboratory
services associated with natural and synthetic liners, leachate collection and
detection systems, landfill gas management programs, capping schemes, slope
stability evaluations, and construction/remediation monitoring.


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SUPPORT SERVICES

GZA's support services complement its technical service offerings and address
clients' evolving needs.

SOIL AND ROCK TESTING LABORATORY. GZA's laboratories conduct a wide variety of
tests on soil, rock and geomembrane materials. Testing methods conform with the
latest specifications of the American Society for Testing and Materials,
American Association of State Highway Officials, U.S. Army Corps of Engineers,
U.S. Environmental Protection Agency, and the U.S. Department of Transportation.

ENVIRONMENTAL CHEMISTRY LABORATORY. GZA's Environmental Chemistry Laboratory is
a state-of-the-practice facility supporting the environmental investigations of
our technical staff. The lab participates in the EPA's Performance Evaluation
Program, has received validation from the U.S. Army Corps of Engineers, and is
certified in many individual states.

DRILLING, TEST BORING AND IN-SITU TESTING SERVICES. GZA owns and operates a
variety of land-based and waterborne drilling equipment used to obtain
geotechnical and environmental information and samples. We also provide pump
test support, as well as specialty drilling, site dewatering, and subsurface
grouting services.

JOINT VENTURES

ENVIRONMENTAL REAL ESTATE INVESTORS, INC.

In January 1999 GZA and Southborough Ventures, Inc. (SVI) formed Environmental
Real Estate Investors, Inc., (EREI) a joint venture, to target environmentally
impaired properties for development. On July 21, 1999, Somerville Avenue LLC was
incorporated in accordance with the terms of the EREI joint venture agreement.
Somerville Avenue LLC subsequently acquired at a cost of $436,000 a former
industrial property in Somerville, Massachusetts and plan to transform the
parcel into a site for commercial development. The cost of the property consists
of the purchase price plus closing costs such as legal, accounting and other
similar costs directly associated with the acquired property. The formation of
a site specific Limited Liability Corporation is consistent with the EREI joint
venture agreement. In addition, EREI made a $65,000 deposit for a commercial
development site in New Bedford, Massachusetts. The development of the New
Bedford site is currently under negotiation with EREI and the owner.

Gains or losses, if any, from investment in real estate transactions will be
recorded as "Other Income" on our Consolidated Statements of Operations and
Comprehensive Income. Due to the terms of the joint venture 100% of the assets,
liabilities, and equity will be consolidated into GZA.

AQUATERRA ENVIRONMENTAL CONSULTANTS LIMITED (U.K.)

In 1991, GZA entered into a joint venture with Carl Bro Group (UK) Limited to
form Aquaterra Environmental Consultants Limited (Aquaterra). The stock of
Aquaterra was owned equally by GZA and Carl Bro Group Limited. Aquaterra, with
offices in Leeds, London, and Edinburg, provides services related to
contaminated land and groundwater remediation, environmental compliance of
operating facilities and geotechnical engineering.

On April 26, 2000 an agreement was consummated between GZA GeoEnvironmental,
Inc., Carl Bro Group Limited and Aquaterra for the sale of GZA's 5,000 shares,
representing a 50% ownership interest in Aquaterra, to Carl Bro Group Limited
for $316,322 and repayment of a GZA loan to Aquaterra of $128,480. The terms of
the agreement were substantially complete as of February 29, 2000, and therefore
the sale is reflected in the fiscal 2000 financial statements.

Carl Bro Group Limited will defend, indemnify, and hold harmless GZA against any
action, sums, demands, damages, loss or liability arising out of (i) any
professional services rendered by Aquaterra, (ii) the employment of any
Aquaterra person, (iii) taxes payable by Aquaterra and (iv) any obligation or
liability arising out of the

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operation of Aquaterra's business, whether after the sale.

AIRLOGICS, LLC (AIRLOGICS)

On April 1, 2000 South Jersey Energy Company (SJE) and GZA consummated a Limited
Liability Company Operating Agreement for the formation of AirLogics, LLC
(AirLogics). GZA and SJE formed AirLogics to expand marketing efforts of their
patent-pending, real-time air monitoring system and to focus its marketing
efforts on electric and gas utility companies involved in the remediation of
former manufactured gas plants. During fiscal 2000 GZA billed approximately
$783,000 in net revenues for air monitoring services provided for several SJE
clients. Future profits and losses of AirLogics will be shared equally by GZA
and SJE and will be accounted for under the equity method of accounting.

CUSTOMERS

Our client base includes industrial companies, owners and operators of solid
waste landfills, real estate developers, architects and engineers, construction
firms, parties to property transfers and financings (lenders, law firms,
corporations and developers) and public agencies. We derive most of our revenues
from the private sector. During the past year, the private sector accounted for
approximately 88% of net revenues.

In fiscal 2000, we were actively engaged in approximately 3,500 assignments for
approximately 1,600 clients. These assignments ranged from brief projects such
as environmental site assessments and geotechnical foundation evaluations to
long-term projects such as multi-year hazardous waste cleanups and geotechnical
infrastructure projects. Most of our assignments lasted less than six months in
duration. Management estimates that 42% of net revenues in fiscal 2000 were
derived from projects for which net revenues were $50,000 or less. In fiscal
2000, no one customer accounted for more than 5% of our net revenues.

BACKLOG

As of April 30, 2000, we had a backlog of orders we believed to be firm of
approximately $54 million. This includes estimated amounts under orders for
time, materials and unit price. The amount represents gross revenues, including
costs of services and materials subcontracted to third parties. Backlog at April
30, 2000 excludes the value of government contracts that have been awarded but
have not yet been executed and/or funded. It also excludes the value of contract
options that have not yet been exercised. As of April 30, 1999, we had a backlog
of orders calculated on the same basis of approximately $47 million. Because
work can be terminated by the client at any time, there is no assurance that all
the amounts included in backlog will ultimately be realized, even if covered by
written contracts or task orders.

COMPETITION

The markets for environmental and geotechnical services have become increasingly
competitive. We compete with many different small local firms and large regional
and national firms having substantially greater financial and marketing
resources than we have. Competition in both the environmental and geotechnical
services markets is based primarily on quality, diversity of services,
geographic location, price and reputation. In some geographic markets, GZA
provides environmental engineering and consulting, geotechnical engineering
design and contractor support services. Some state and local statutes and
regulations may inhibit our ability to compete for construction work in areas at
or near sites where we have formerly provided engineering or design services.
Management believes we are one of a few firms that offers a combination of
environmental consulting, remediation,

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geotechnical engineering with integrated information management services.
Management believes that the ability to provide this range of services enhances
our competitive position in our market areas.

IMPACT OF ENVIRONMENTAL REGULATION

The business of GZA and its clients is subject to a wide range of overlapping
federal, state and local environmental laws and regulations. These laws and
regulations have helped to create a demand for many of our services. Changes in
environmental laws and regulations, in the regulatory climate generally, and in
the resources available to and priorities of the federal, state and local
agencies responsible for enforcement of environmental laws and regulations could
materially affect demand for our services.

Reductions of the budgets of the U.S. Environmental Protection Agency and
Department of Defense, ongoing legislative proposals to narrow the scope of some
federal statutes, and delays in the U.S. Environmental Protection Agency
legislation could result in reduced demand for our services. Conversely,
regulatory reform initiatives designed to shift responsibility for environmental
compliance and enforcement from government agencies to private parties could
create new opportunities for us. Such initiatives have been taken in
Massachusetts and Connecticut where supervision of the clean-up of contaminated
sites has for the most part been delegated by state regulatory officials to
"licensed site professionals" or "licensed environmental professionals" employed
by private entities. We employ a number of individuals qualified and licensed in
these and other states in which we provide services. Regulatory reform
initiatives may also reduce the cost of environmental cleanups and therefore may
encourage more private remediation projects. Whether such initiatives will lead
to an increased need for our services is uncertain. There can be no assurance
that changes in the regulatory climate and in environmental statutes and
regulations will not result in reduced demand for such services.

The principal statutes affecting our business and the markets it serves include
the following:

RESOURCE CONSERVATION AND RECOVERY ACT OF 1976. The Resource Conservation and
Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984,
establish a comprehensive regulatory scheme for the handling, transportation,
treatment, storage and disposal of hazardous waste. Although "cradle-to-grave"
responsibility for hazardous wastes rests with generators of the material, every
facility that treats, stores or disposes of specified minimum amounts of
hazardous waste must comply with specific operating, design, financial
responsibility and closure requirements. These requirements have contributed to
demand for our consulting services, permitting assistance, remedial design and
implementation and waste management services.

COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980.
The Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended by the Superfund Amendments and Reauthorization Act of 1986,
addresses problems created by past handling and disposal of hazardous
substances. It requires the U.S. Environmental Protection Agency to identify
contaminated sites and to compel a wide array of "responsible parties" to pay
for necessary cleanup activities. The Comprehensive Environmental Response,
Compensation and Liability Act of 1980 also authorizes multiple damages and
penalties for non-compliance with the U.S. Environmental Protection Agency
orders and provides for the U.S. Environmental Protection Agency to perform
cleanup activities in appropriate circumstances. Our services include site
investigations, feasibility studies, development and implementation of
alternative remediation plans, oversight of contractors and support and expert
testimony for related litigation.

FEDERAL WATER POLLUTION CONTROL ACT OF 1972. The Federal Water Pollution Control
Act of 1972 establishes a system of standards, permits and enforcement
procedures for the discharge into water of pollutants from industrial and
municipal sources. The law sets treatment standards for industries and
wastewater treatment plants. The law also regulates and requires permits for
development and construction activities involving wetlands and navigable waters.
We provide a range of services in connection with this regulatory scheme,
including regulatory permitting

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assessments, conceptual design planning, wastewater pretreatment engineering,
assistance with environmental impact studies, reports and applications for
environmental permits and construction services.

CLEAN AIR ACT AMENDMENTS OF 1990. The Clean Air Act Amendments of 1990 consist
of major initiatives to attain and maintain national ambient air quality
standards. These standards ensure that new sources of potential atmospheric
emissions are equipped with appropriate pollution control technology and ensure
that emissions of hazardous air pollutants are controlled to the maximum extent
possible. The law requires a comprehensive operating permit program. We provide
a range of air quality services including emission inventories, preparation of
permit applications, and oversight of contractors.

OTHER REGULATIONS. In addition to federal environmental regulations, many states
and local authorities have enacted laws regulating activities affecting the
environment. Some of these laws impose differing, and sometimes stricter,
standards than their federal counterparts. Examples include a variety of
statutes related to "Brownfields" initiatives. Brownfields are abandoned or
underutilized properties where actual or perceived contamination may interfere
with redevelopment. Many states are encouraging reuse of such sites by
implementing regulations that establish clean-up standards based on current
risks and reasonably foreseeable future site use, rather than theoretical risks
and unlikely end uses. Some states also may provide covenants not to sue or
agreements that document the regulators' acceptance of the clean-up process.
Such covenants and agreements may be transferable with the property.

The national trend at the state and federal levels of risk-based cleanups of
contaminated properties may have a positive impact on the demand for our
services. We are working on a number of projects involving Brownfields sites,
providing services ranging from initial investigation through final
construction. We also are seeking investments in contaminated property to apply
our remediation experience to produce attractive financial returns. Through a
limited liability company or other affiliations with experienced property
developers, we are seeking premium returns with controlled risks.

POTENTIAL LIABILITY, RISK MANAGEMENT AND INSURANCE

Our professional environmental consulting, remediation design and geotechnical
engineering services, as well as our remedial construction, drilling and test
boring operations, involve risks of significant liability for environmental and
property damage, personal injury, economic loss, and costs, fines and penalties
assessed by regulatory agencies. Liability for environmental contamination and
for providing environmental services is a developing area of the law, and it is
difficult to assess accurately the potential risks to us.

Some statutes and judicial decisions impose strict liability on a party that
causes or contributes to the release of contaminants into the environment, even
if the party acted without negligence or fault. Under certain circumstances, a
government or private party might allege that our own analytical, consulting or
remedial activities subjected us to liability under various statutes or
regulations. Services by our environmental consultants as licensed site
professionals and licensed environmental professionals may expose us to
additional liability. In addition to our potential liability under statutes and
common law, we sometimes agree to indemnify clients for losses and expenses they
may incur as a result of our services. Some of these losses may not be covered
by our insurance.

Our information management services also pose risks, associated primarily with
systems' security.

We maintain comprehensive programs for risk management, health and safety
training and medical monitoring of field employees, quality assurance and
quality control and loss prevention. We seek to limit our liability to the
client and to require the client to indemnify us for costs and liabilities not
caused by our negligence or misconduct.

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However, not all contracts include these provisions. There is no assurance that
such provisions can be enforced or that our clients will always have adequate
financial resources to stand behind these types of contractual promises.

We have a broad-range risk management and insurance program with large
commercial insurers. We maintain workers' compensation/employer's liability,
commercial general, automobile and umbrella liability coverage. This coverage is
written on an incident/occurrence basis. Our property is insured for loss or
damage. We also maintain environmental professional liability policies that
cover professional liability, contractor's environmental liability and completed
operations, with aggregate limits each of $5 million in excess of a deductible
of $500,000 per claim/$1,000,000 in the annual aggregate written on a
claims-made/occurrence-type basis (respectively) for events since 1964. Shared
umbrella and follow-form excess liability coverage is secured in the amount of
$50,000,000 under one policy concurrent with the various underlying coverages.

The law concerning the extent of coverage available under liability insurance
policies in the context of environmental claims is unsettled and is likely to
remain unsettled in the foreseeable future. All of our policies permit
termination by the insurer without cause subject to a notice period. There is no
assurance that we will be able to maintain or replace our insurance policies,
that premiums will remain at levels that economically permit the maintenance of
such coverage, that all claims that may be asserted against us will be covered
by insurance or that such claims will not exceed the coverage limits.

EMPLOYEES

On April 30, 2000, we had 499 employees, including 397 technical personnel. Our
technical staff consists of civil and environmental engineers, geologists,
drillers and a number of specialists in such fields as hydrology, chemistry,
toxicology, biology and industrial hygiene. Management believes that our future
success depends in large part on its ability to attract and retain qualified
professional staff. The market for such professionals is competitive.

ITEM 2. PROPERTIES

Our corporate and administrative headquarters and one of our district offices,
are located in Newton Upper Falls, Massachusetts, where we occupy two buildings.
One of the buildings is approximately 42,000 square feet and has a lease that
extends through February 2001. During fiscal year 2000, we paid approximately
$714,000 in base rent for this facility. The other location in Newton Upper
Falls is for approximately 10,000 square feet. In fiscal year 2000, we paid
approximately $140,000 in base rent for this facility.

GZA leases 20 other principal facilities located in: Vernon, Connecticut;
Portland, Maine; Brockton, Massachusetts; West Newton, Massachusetts; Worcester,
Massachusetts; Livonia, Michigan; Grand Rapids, Michigan; Manchester, New
Hampshire; Wayne, New Jersey; Hammonton, New Jersey; Buffalo, New York; New York
City, New York; Rochester, New York; Coraopolis, Pennsylvania; Providence, Rhode
Island; Dallas, Texas; Houston, Texas; Rutland, Vermont; South Burlington,
Vermont and Pewaukee, Wisconsin. These other facilities have a combined square
footage of approximately 106,000 square feet. Aggregate base rent for all
facilities leased by us (other than our facilities in Newton Upper Falls) during
fiscal year 2000 totaled approximately $1,375,000. Lease terms expire at various
times through January 31, 2004.

We believe that existing facilities are adequate to meet our current
requirements. We also believe that suitable additional or substitute space will
be available on reasonable terms as needed to accommodate expansion of
operations.

In addition to its leasehold interests in real property, we also own computer
equipment, vehicles, drilling rigs, laboratory equipment and instrumentation,
remediation treatment equipment and other machinery, equipment and furniture.

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ITEM 3. LEGAL PROCEEDINGS

In 1997, Goldberg-Zoino Associates of New York, P.C. ("GZANY"), our New York
professional corporation affiliate, entered into a contract with E.E.
Cruz/Nab/Frontier-Kemper, A Joint Venture ("JV"), to design a temporary earth
support system required for construction of the Flushing Bay Combined Sewer
Overflow Protection Facility Storage Tank, Project No. CS 4-3 for the New York
City Department of Environmental Protection. Design by GZANY and soil mix design
and installation development by the JV's construction subcontractor, The
Millgard Corporation, proceeded from August 1997 through to the end of the year.
On January 28, 1998, the JV terminated Millgard's contract for failure to
perform the specified work.

On April 22, 1999, Millgard filed suit against the JV for costs incurred prior
to termination and for lost profits for work not executed following termination.
The JV denied Millgard's claim in July 1999 and counterclaimed against Millgard
for damages of $10,750,000 resulting from a breach of contract and delay. On
September 9, 1999, the JV filed a third-party action against GZANY in the United
States District Court Southern District of New York for contribution, defense
and indemnity of claims made by Millgard. In March 2000, the JV filed an amended
complaint against GZANY alleging breach of contract and a failure to exercise
the required standard of care and claiming indemnification for any damages owed
by the JV to Millgard and for direct damages of at least $10,750,000.

In addition, we are party to several other legal proceedings arising in the
normal course of business. Management believes that the outcome of these actions
will not, individually or in the aggregate, have a material adverse effect on
the results of operations or financial condition of GZA.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable


                                       11
<PAGE>   12


                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

GZA's common stock is traded in the over-the-counter market under the symbol
"GZEA" and is included in the National Association of Securities Dealers, Inc.
National Market System ("NASDAQ"). The following table sets forth the quarterly
range of high and low sale prices per share of GZA's common stock for fiscal
year 2000, as reported by NASDAQ.
<TABLE>
<CAPTION>

                        Fiscal 2000               Fiscal 1999
--------------------------------------------------------------------------------
                    High           Low         High         Low
--------------------------------------------------------------------------------
<S>                 <C>            <C>         <C>          <C>
First Quarter        4.63          3.75        5.19         4.50

Second Quarter       5.50          4.00        5.19         4.69

Third Quarter        4.50          3.63        4.88         4.13

Fourth Quarter       4.94          3.75        5.00         4.00

</TABLE>

As of May 19, 2000, GZA's common stock was held by 334 holders of record. GZA
has never paid cash dividends on its common stock, and does not intend to pay
cash dividends in the foreseeable future. GZA currently intends to retain any
future earnings to finance growth.

                                       12
<PAGE>   13

ITEM 6. SELECTED FINANCIAL DATA

    The following selected financial data should be read in conjunction with our
financial statements and related notes and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere in this
report. The statement of operations data for the fiscal years ended February 29,
2000 and February 28, 1999 and 1998 and the balance sheet data at February 29,
2000 and February 28, 1999 are derived from our financial statements audited by
PricewaterhouseCoopers LLP, which are included elsewhere in this report. The
statement of operations data for the fiscal years ended February 28, 1998, 1997
and February 29, 1996 and the balance sheet data at February 28, 1998, 1997 and
February 29, 1996 are derived from our financial statements audited by
PricewaterhouseCoopers LLP that are not included in this report.

<TABLE>
<CAPTION>


Years ended                                                    2/29/00        2/28/99       2/28/98        2/28/97        2/29/96
-----------------------------------------------------------------------------------------------------------------------------------
(In thousands except per share amounts)

    STATEMENT OF OPERATIONS DATA:
<S>                                                           <C>            <C>            <C>            <C>            <C>
Net revenues                                                  $ 44,151       $ 40,308       $ 37,851       $ 38,211       $ 40,158
Income from continuing operations, before other income           1,800          2,098          1,810            565          1,260
 and taxes
Income from continuing operations before taxes                   2,094          2,481          2,247            821          1,283
Income from continuing operations                                1,275          1,509          1,370            529            798
Loss from discontinued operations                                   --             --             --             --            (99)
Net income                                                       1,275          1,509          1,370            529            699

BASIC EARNINGS PER SHARE:
Earnings per share from continuing operations                 $    .35       $    .42       $    .35       $    .13       $    .21
Loss per share from discontinued operations                         --             --             --             --       $   (.03)
Basic earnings per share                                      $    .35       $    .42       $    .35       $    .13       $    .18
Basic weighted average shares outstanding                        3,629          3,604          3,932          3,929          3,857

DILUTED EARNINGS PER SHARE:
Earnings per share from continuing operations                 $    .35       $    .41       $    .34       $    .13       $    .21
Loss per share from  discontinued operations                        --             --             --             --       $   (.03)
Diluted earnings per share                                    $    .35       $    .41       $    .34       $    .13       $    .18

Diluted weighted average shares outstanding                      3,678          3,674          3,973          3,929          3,857

      BALANCE SHEET DATA:
Working capital                                               $ 18,776       $ 17,551       $ 17,366       $ 17,177       $ 18,175
Total assets                                                    38,359         35,257         34,221         35,535         37,614
Long-term debt (less current portion)                               --             --             --             --          1,860
Stockholders' equity                                          $ 25,617       $ 24,141       $ 22,886       $ 23,257       $ 22,465
</TABLE>


                                       13
<PAGE>   14
The following selected quarterly financial data are unaudited and should be read
in conjunction with our financial statements and related notes appearing
elsewhere in this report. We have prepared this information on the same basis as
our audited financial statements. In the opinion of our management, this
information includes all adjustments, consisting only of normal, recurring
adjustments, necessary for a fair presentation of our operating results for the
quarters presented.

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>


Three months ended                                                  2/29/00          11/30/99          8/31/99          5/31/99
-----------------------------------------------------------------------------------------------------------------------------------
In thousands except per share amounts

<S>                                                                  <C>             <C>             <C>             <C>
Revenues                                                             $ 21,377        $ 18,118        $ 17,055        $ 15,533

Net revenues                                                           11,137          10,999          11,331          10,684

Income (loss) before other income and tax                                 427             720             738             (85)

Net income                                                                330             481             473              (9)

Other comprehensive income-change in unrealized gains (losses)             (2)             (3)            (20)            (20)
on securities

Comprehensive income (loss)                                               332             478             453             (29)

Basic earnings per share                                             $    .09        $    .13        $    .13        $   (.00)

Diluted earnings per share                                           $    .09        $    .13        $    .13        $   (.00)
</TABLE>

<TABLE>
<CAPTION>

Three months ended                                                    2/28/99         11/30/98      8/31/98       5/31/98
-----------------------------------------------------------------------------------------------------------------------------------

In thousands except per share amounts

<S>                                                                  <C>             <C>            <C>            <C>
Revenues                                                             $ 14,673        $ 17,146       $ 15,330       $ 13,504

Net revenues                                                            9,516          10,674         10,517          9,601

Income before other income and tax                                        (41)            800            682            657

Net income                                                                 55             512            470            472

Other comprehensive income-change in unrealized gains (losses)            (30)             21             11             (5)
on securities

Comprehensive income                                                       25             533            481            467

Basic earnings per share                                             $    .02        $    .14       $    .13       $    .13

Diluted earnings per share                                           $    .01        $    .14       $    .13       $    .13

</TABLE>

                                       14
<PAGE>   15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following table sets forth, for the periods indicated, (i) the percentage
which certain items in the consolidated statements of operations of the Company
bear to net revenues, and (ii) the percentage increase (decrease) in the dollar
amount of such items from year to year.

<TABLE>
<CAPTION>
                                                                                                 Year-to-Year
                                                            Percentage                            Percentage
                                                            of Net Revenues                    Increase (Decrease)
                                                            Fiscal Year Ended                    Fiscal Years
-----------------------------------------------------------------------------------------------------------------------------------
                                            February 29,    February 28,     February 28,   2000 vs.      1999 vs.
                                                2000           1999            1998          1999           1998
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>               <C>            <C>           <C>
Net revenues                                    100%           100%           100%            10%              7%
Salaries and related costs                       72             71             71             10               7
General and administrative expenses              24             24             24             13               4
Income, before other income and taxes             4              5              5            (14)             16
Other income, net                                 1              1              1            (23)            (13)
Provision for income taxes                        2              2              2            (16)             11
Net income                                        3              4              4            (16)             10
</TABLE>

GENERAL

GZA's gross revenues include the cost of services and materials subcontracted to
third parties and certain expenditures such as equipment purchases, laboratory
testing, use of our field and technical equipment, travel, telephone and
reproduction charges that, under the terms of our contracts, are billed to
clients, generally with an added service and handling charge. Net revenues
exclude the amount of such reimbursable costs and expenditures but include the
corresponding service and handling charges. Net revenues also reflect estimates
for loss contingencies for disputed contract and pending change order items.
Accordingly, we regard net revenues, which reflect services provided and
revenues earned directly by us, as the primary measure of our business growth.

Salaries and related costs include the cost of professional, clerical and
administrative salaries, and related costs such as taxes, insurance, Incentive
Compensation Plan bonuses, which are based on total company and individual
performance goals, and other fringe benefits. General and administrative
expenses include costs of marketing, professional development and training,
professional and general liability insurance, claims and legal proceedings,
occupancy, depreciation, amortization, and clerical and administrative overhead.

FISCAL 2000 AND 1999 VERSUS PRIOR YEARS
<TABLE>
<CAPTION>

                                                    2000 vs. 1999               1999 vs. 1998
                                                        Increase                    Increase                 1998 Amount
                                                        --------                    --------                 -----------

<S>                                                 <C>                         <C>                          <C>
Net Revenues.                                       $3,844,000  9.5%            $2,457,000  6.5%             $37,851,000
</TABLE>

The increase in fiscal 2000 net revenues is attributable to an increase in
demand for our services in the Northeast and Great Lakes Regions. The increase
in the Northeast Region includes approximately $762,000 attributable to our
December, 1998 acquisition of Raamot Associates. The increase was offset by a
$525,000 decline in net revenues for our Southern Region due primarily to our
decision to close the Atlanta office in the first quarter of fiscal 2000.

The increase in fiscal 1999 net revenues is attributable to an increase in
demand for our services in the Northeast and Great Lakes Regions. The increase
was offset by decrease in demand for our services in the Southern Region and
lower prices received for contracted billable hours of our technical staff.
<TABLE>
<CAPTION>

                                                2000 vs. 1999                1999 vs. 1998
                                                    Increase                     Increase                  1998 Amount
                                                    --------                     --------                  -----------

<S>                                             <C>                          <C>                           <C>
Salaries and Related Costs.                     $2,895,000  10.0%            $1,786,000  6.6%              $26,981,000
</TABLE>

                                       15
<PAGE>   16

The increase in fiscal 2000 salaries and related expenses is attributable to the
increase in full-time equivalent professional and support staff employees,
annual salary increases and a $372,000 (27%) increase in the cost of the
Company's self-insured employee medical insurance program. The increase in
salary and related expenses reflects the hiring of senior staff for initiatives
undertaken to increase net revenues and expand engineering and consulting
services.

The increase in fiscal 1999 salaries and related expenses is attributable to the
increase in the number of full-time equivalent professional and support staff
employees, annual salary increases and Incentive Compensation Plan bonuses. The
salary and related costs increases were offset, in part, by a net reduction in
medical and workers' compensation insurance expenses.
<TABLE>
<CAPTION>

                                                2000 vs. 1999                1999 vs. 1998
                                                    Increase                     Increase                  1998 Amount
                                                    --------                     --------                  -----------

<S>                                             <C>                          <C>                           <C>
General and Administrative Expenses.            $1,247,000  13.2%            $385,000  4.2%                $9,060,000
</TABLE>

The increase in general and administrative expenses is attributable to higher
occupancy cost due, in part, to the Raamot Associates acquisition, greater
amortization and depreciation expense for leasehold improvements and
expenditures for computer and drilling equipment and rigs, costs related to due
diligence and valuation efforts for potential acquisitions, costs for investment
banking fees and increases in professional liability claims expenses and related
legal expenses.

The increase in fiscal 2000 general and administrative expenses is also
attributable to our decision to close the Atlanta office, which resulted in
lease settlement expenses and other legal, contractual and administrative costs.
The increase in general and administrative expenses was offset partially by
decreases in bad debts, general and professional liability insurance premiums
and employee placement and recruiting fees.

The increase in fiscal 1999 general and administrative expenses is attributable
primarily to higher business development, professional development and training,
placement and recruiting, consulting, and bad debt expenses which were offset,
in part, by reductions in professional liability claims and legal expenses and
lower net cost for technical equipment and small tools and computer automated
design services.
<TABLE>
<CAPTION>

                                                2000 vs. 1999                1999 vs. 1998
                                                    Decrease                     Decrease                  1998 Amount
                                                    --------                     --------                  -----------

<S>                                             <C>        <C>               <C>       <C>                 <C>
Other Income, Net.                              ($89,000)  (23.0%)           ($55,000) (12.5%)             $437,000
</TABLE>

On April 26, 2000 an agreement was consummated between GZA GeoEnvironmental,
Inc, Carl Bro Group Limited and Aquaterra Environmental Consultants Limited
(Aquaterra) for the sale of GZA's 5,000 shares, representing a 50% ownership
interest in Aquaterra, to Carl Bro Group Limited for $316,322. The sale price
was based primarily on a September 1999 KPMG UK valuation opinion of Aquaterra.

The decrease in fiscal 2000 other income, net is due primarily to a $155,000
decrease in equity income from Aquaterra in fiscal 2000. The decrease, due to
the discontinuation of the joint venture, was offset by increases in interest
income. The decrease in fiscal 1999 other income, net was due primarily to
reductions of interest income and increases in interest expense for financing
growth of the business throughout fiscal 1999.

Provision for Income Taxes. The provision for income taxes reflects effective
tax rates of 39% for each of fiscal 2000, 1999, and 1998. Differences from the
34% federal statutory rate resulted primarily from the combined effect of the
addition of provisions for state taxes (net of federal tax benefit), tax-exempt
interest income, and other non-deductible items.

Quarterly Fluctuations and Seasonality. Our results may fluctuate from quarter
to quarter due to such factors as weather, the timing of major contracts, the
mix of projects and the level of subcontracted services involved, the timing of
additions to our professional and support staff (who may require health and
safety training and technical and project management training and, therefore,
may initially charge clients a lower percentage of their time), and the opening
or closing of offices. Operating results for any one fiscal quarter may not be
indicative of the results that will be achieved in any subsequent quarter or for
the year.

Inflation. Management does not believe that inflation has had a significant
effect on our results of operations.

                                       16
<PAGE>   17
Future Operating Results. The volume of our services is affected by federal and
state government spending and changes in environmental regulations. In addition,
the industry is continuing to experience a period of consolidation, continuing
price competition and increasing salaries and demand for entry level and
experienced project managers. These trends are expected to continue.

Liquidity and Capital Resources. Cash provided by operating activities was
$7,355,000 in fiscal 2000 compared with $998,000 used by operations in fiscal
1999. The increase in cash provided in fiscal 2000 is due primarily to improved
collections of accounts receivable and lower costs and estimated earnings in
excess of billings on uncompleted contracts. The increase in cash used in fiscal
1999 was due primarily to increases in accounts receivables and costs and
estimated earnings in excess of billings on uncompleted contracts.

We made capital expenditures of $1,833,000 in fiscal 2000 and $1,972,000 in
1999. The increase in capital expenditures in fiscal 2000 reflects our
investments in computer technology, testing and sampling equipment, specialty
drilling equipment rigs and accessories.

GZA has a Revolving Credit and Term Loan Agreement with Fleet Bank (the "Bank")
which provides for unsecured borrowings in the aggregate amount of $10,000,000.
The facility consists of a revolving credit line of $5,500,000 and a term loan
facility of $4,500,000. Revolving credit advances bear interest at the Bank's
floating base rate or, at our option, at LIBOR plus 200 basis points. Under the
terms of the line of credit, we are required to maintain a minimum net worth,
working capital, current ratio, quick ratio, tangible net worth and cash flow
coverage ratio. Term loans bear interest at the Bank's floating rate or, at our
option, at a fixed rate equal to the Bank's cost of funds plus 200 basis points.
At February 29, 2000, we had no borrowings under the revolving credit line and
no term loans. These two financing arrangements expire on August 31, 2000.

GZA's cash and cash equivalents were $5,966,000 at the end of fiscal 2000
compared with $894,000 at the end of fiscal 1999. Short-term investments were
$3,829,000 at the end of fiscal 2000 compared with $3,837,000 at the end of
fiscal 1999. These investments consist primarily of tax-exempt municipal bonds,
taxable U.S. Treasury Notes and other bonds and commercial paper.

Funding requirements for operations and for future growth are expected to be met
from existing cash and investments and funds generated from operations. We
believe that these sources will enable us to meet our cash requirements for at
least the next twelve months.

NEWLY ISSUED ACCOUNTING STANDARDS

In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." This
bulletin summarizes certain views of the staff on applying generally accepted
accounting principles to revenue recognition in financial statements. The staff
believes that revenue is realized or realizable and earned when all of the
following criteria are met: persuasive evidence of an arrangement exists;
delivery has occurred or services have been rendered; the seller's price to the
buyer is fixed or determinable; and collection is reasonably assured. We do not
expect the application of SAB 101 to have a material impact on our financial
position or results of operations.

In March 2000, the Financial Accounting Standard Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB Opinion No. 25 and among other issues clarifies
the following: the definition of an employee for purposes of applying APB
Opinion No. 25, the criteria for determining whether a plan qualifies as a
non-compensatory plan; the accounting consequence of various modifications to
the terms of previously fixed stock options or awards, and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. We do not
expect the application of FIN 44 to have a material impact on our financial
position or results of operations.

RECENT DEVELOPMENTS

On May 17, GZA GeoEnvironmental Technologies, Inc. entered into a letter of
intent with Futureco Environmental, Inc., a privately-held company organized by
certain members of GZA's senior management, providing for the acquisition by
Futureco, at a price of $6.45 per share, of all of the outstanding shares of GZA
common stock which Futureco does not already own or have the right to acquire.

GZA has appointed a Special Committee of outside directors to consider the
letter of intent as well as other strategic alternatives that may be available
to the Company, and to make recommendations to the Board of Directors. The
proposed acquisition is subject to certain conditions, including completion of
financing for the transaction by Futureco; GZA and Futureco entering into a
definitive merger agreement, which would be subject to the approval of the
holders of at least two-thirds of the outstanding shares of common

                                       17
<PAGE>   18
stock of GZA which Futureco does not already own or have to right to acquire.
The Company cannot predict whether the proposed transaction will be completed.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

GZA does not hold derivative financial investments, derivative commodity
investments or other financial investments or engage in foreign currency hedging
or other transactions that expose us to material market risk.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of GZA GeoEnvironmental Technologies,
Inc. and Affiliate:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations and comprehensive income, shareholders'
equity and cash flows present fairly, in all material respects, the financial
position of GZA GeoEnvironmental Technologies, Inc. and its Affiliate at
February 29, 2000 and February 28, 1999, and the results of their operations and
their cash flows for each of the three years in the period ended February 29,
2000 in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.



                                                      PRICEWATERHOUSECOOPERS LLP



May 5, 2000, except for Note 17, as to which the date is May 17, 2000

                                       18
<PAGE>   19
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
February 29, 2000 and  February 28, 1999                                                      2000                 1999
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                 <C>
ASSETS
CURRENT ASSETS:
       Cash and cash equivalents                                                         $ 5,966,000         $    894,000
       Available-for-sale securities                                                       3,829,000            3,837,000
       Accounts receivable, net                                                           13,924,000           13,503,000
       Costs and estimated earnings in excess of
            billings on uncompleted contracts, net                                         5,669,000            8,018,000
       Prepaid expenses and other current assets                                             215,000              149,000
       Deferred income taxes                                                               1,399,000            1,450,000
---------------------------------------------------------------------------------------------------------------------------
                    Total current assets                                                 $31,002,000           27,851,000
Property and equipment, net                                                                5,973,000            5,901,000
Investments in real estate                                                                   501,000                    -
Other assets, net                                                                            883,000            1,505,000
---------------------------------------------------------------------------------------------------------------------------
Total assets                                                                             $38,359,000         $ 35,257,000
===========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:

       Accounts payable, trade                                                           $ 6,516,000         $  4,776,000
       Accrued payroll and expenses                                                        3,958,000            3,900,000
       Billings in excess of costs and estimated earnings
           on uncompleted contracts                                                        1,539,000            1,313,000
       Income taxes payable                                                                  213,000              311,000
---------------------------------------------------------------------------------------------------------------------------
                    Total current liabilities                                             12,226,000           10,300,000
---------------------------------------------------------------------------------------------------------------------------
Deferred income taxes                                                                        516,000              816,000

Commitments and contingencies

STOCKHOLDERS' EQUITY:
       Preferred stock, $.01 par value; authorized - 1,000,000 shares;
         issued and outstanding - none                                                             -                    -
       Common stock, $.01 par value; authorized - 14,000,000 shares;
         issued (including treasury shares) - 4,134,999 shares at
         February 29, 2000 and 4,078,104 shares at February 28, 1999                          41,000               41,000
       Capital in excess of par value                                                     14,892,000           14,650,000
       Accumulated other comprehensive income                                                (51,000)             (10,000)
       Retained earnings (includes $748,000 and $926,000 of retained
         earnings of the Company's consolidated affiliate at
         February 29, 2000 and February 28, 1999, respectively)                           13,177,000           11,902,000
---------------------------------------------------------------------------------------------------------------------------
                    Subtotal                                                              28,059,000           26,583,000
       Less:  Common stock held in treasury, at cost
         (500,000 shares at February 29, 2000 and  February 28, 1999)                     (2,442,000)          (2,442,000)
---------------------------------------------------------------------------------------------------------------------------
    Total stockholders' equity                                                            25,617,000           24,141,000
---------------------------------------------------------------------------------------------------------------------------
    Total liabilities and stockholders' equity                                           $38,359,000         $ 35,257,000
===========================================================================================================================
</TABLE>

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

                                       19
<PAGE>   20
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
For the Years Ended February 29, 2000 and February 28, 1999 and  1998             2000                1999               1998
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>              <C>
Revenues                                                                       $72,083,000         $60,653,000      $ 59,546,000

Subcontractor costs and other direct expenses                                   27,932,000          20,345,000        21,695,000
----------------------------------------------------------------------------------------------------------------------------------
         Net revenues                                                           44,151,000          40,308,000        37,851,000
Costs and expenses:
  Salaries and related costs                                                    31,661,000          28,766,000        26,981,000
  General and administrative                                                    10,690,000           9,444,000         9,060,000
----------------------------------------------------------------------------------------------------------------------------------
Income before other income and taxes                                             1,800,000           2,098,000         1,810,000
----------------------------------------------------------------------------------------------------------------------------------
Other income (expense):
  Interest income                                                                  286,000             254,000           346,000
  Gain (loss) on sale of equipment, and other assets                                     -               4,000            (6,000)
  Equity in net income of joint venture                                             19,000             175,000            97,000
  Interest expense                                                                 (11,000)            (50,000)                -
----------------------------------------------------------------------------------------------------------------------------------
  Total other income, net                                                          294,000             383,000           437,000
----------------------------------------------------------------------------------------------------------------------------------
Income before provision for income taxes                                         2,094,000           2,481,000         2,247,000
Provision for income taxes                                                         819,000             972,000           877,000
----------------------------------------------------------------------------------------------------------------------------------
Net income                                                                       1,275,000           1,509,000         1,370,000
Other comprehensive income - change in unrealized gains
  (losses) on securities                                                           (41,000)             (4,000)            1,000
Comprehensive income                                                           $ 1,234,000         $ 1,505,000      $  1,371,000
----------------------------------------------------------------------------------------------------------------------------------
Per share amounts:
  Basic earnings per share                                                     $       .35         $       .42      $   .     35
  Basic weighted average shares                                                  3,629,000           3,604,000         3,932,000
  Diluted earnings per share                                                   $       .35         $       .41      $        .34
  Diluted weighted average shares                                                3,678,000           3,674,000         3,973,000
==================================================================================================================================
</TABLE>

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

                                       20
<PAGE>   21
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                     Common Stock
                                  -------------------                                            Treasury Stock
                                  Number of      Par     Capital in  Accumulated               -------------------
                                    Shares      Value    Excess of      Other       Retained   Number       Amount        Total
                                                         Par Value   Comprehensive  Earnings   of Shares               Stockholders'
                                                                       Income                                             Equity
---------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>       <C>          <C>          <C>          <C>        <C>          <C>
Balance
 February 28, 1997                3,948,794   $39,000   $14,202,000   $ (7,000)    $9,023,000                           $23,257,000
    Issuance of common stock         78,646     1,000       228,000                                                         229,000
    Change in unrealized losses
       on available-for-sale
       securities                                                        1,000                                                1,000
    Net income                                                                      1,370,000                             1,370,000
    Buyback of treasury shares                                                                 400,475    $(1,971,000)   (1,971,000)
-----------------------------------------------------------------------------------------------------------------------------------
Balance
 February 28, 1998                4,027,440    40,000    14,430,000     (6,000)    10,393,000  400,475     (1,971,000)   22,886,000
    Issuance of common stock         50,664     1,000       220,000                                                         221,000
    Change in unrealized losses
       on available-for-sale
       securities                                                       (4,000)                                              (4,000)
    Net income                                                                      1,509,000                             1,509,000
    Buyback of treasury shares                                                                  99,525       (471,000)     (471,000)
-----------------------------------------------------------------------------------------------------------------------------------

Balance
 February 28, 1999                4,078,104    41,000    14,650,000    (10,000)    11,902,000  500,000     (2,442,000)   24,141,000
    Issuance of common stock         56,895                 242,000                                                         242,000
    Change in unrealized losses
       on available-for-sale
       securities                                                      (41,000)                                             (41,000)
     Net income                                                                     1,275,000                             1,275,000
-----------------------------------------------------------------------------------------------------------------------------------
Balance
 February 29, 2000                4,134,999   $41,000   $14,892,000   $(51,000)   $13,177,000  500,000    $(2,442,000)  $25,617,000
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



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

                                       21
<PAGE>   22
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Years Ended February 29, 2000 and February 28, 1999 and 1998               2000               1999              1998
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     $1,275,000         $1,509,000         $1,370,000
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
      Depreciation and amortization                                             1,870,000          1,300,000          1,333,000
      (Gain) loss on disposal of equipment, other assets                           (2,000)            (4,000)             6,000
      Gain on sale of other assets                                                 42,000                 --                 --
      Equity in net income of joint venture                                       (19,000)          (175,000)           (97,000)
      Deferred (prepaid) income taxes                                            (249,000)          (347,000)           442,000
      Changes in assets and liabilities:
         Decrease (increase) in accounts receivable, net                         (105,000)        (2,080,000)         1,636,000
         Decrease (increase) in costs and estimated earnings in excess
            of billings on uncompleted contracts, net                           2,575,000         (1,279,000)          (739,000)
         Decrease (increase) in prepaid expenses and other current
            assets                                                                (66,000)           (16,000)           238,000
         (Decrease) increase in accounts payable, trade                         1,740,000            103,000           (882,000)
         (Decrease) increase in accrued payroll and expenses                      229,000           (218,000)           389,000
         Increase (decrease) in income taxes payable                               65,000            209,000           (261,000)
---------------------------------------------------------------------------------------------------------------------------------
                  Net cash provided (used) in operating activities              7,355,000           (998,000)         3,435,000
---------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of available-for-sale securities                                    (33,000)          (322,000)           (64,000)
Proceeds from disposal of equipment                                                 5,000            155,000             82,000
Acquisition of property and equipment                                          (1,833,000)        (1,972,000)        (1,232,000)
(Increase) decrease in other assets                                                 8,000           (148,000)            56,000
Investment in real estate                                                        (501,000)                 -                  -
---------------------------------------------------------------------------------------------------------------------------------
                  Net cash used in investing activities                        (2,354,000)        (2,287,000)        (1,158,000)
---------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on line of credit                                                    4,050,000          8,830,000                  -
Payments on line of credit                                                     (4,050,000)        (8,830,000)                 -
Proceeds from issuance of common stock, net                                        71,000             56,000             59,000
Acquisition of treasury stock                                                                       (471,000)        (1,971,000)
---------------------------------------------------------------------------------------------------------------------------------
                  Net cash provided by (used) in financing activities              71,000           (415,000)        (1,912,000)
---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                            5,072,000         (3,700,000)           365,000
Cash and cash equivalents at beginning of year                                    894,000          4,594,000          4,229,000
---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                       $5,966,000         $  894,000         $4,594,000
---------------------------------------------------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
      Interest  paid                                                           $   11,000         $   50,000         $        -
      Income taxes paid, net                                                   $  984,000         $1,110,000         $  696,000
Non-cash investing activities:
      Note payable issued in connection with asset acquisition:                $        -         $  300,000         $        -
</TABLE>

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

                                       22
<PAGE>   23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GZA GeoEnvironmental Technologies, Inc. and subsidiaries and affiliate ("GZA")
prepares its financial statements in accordance with generally accepted
accounting principles and has adopted accounting policies and practices which
are generally accepted in the industries in which it operates. GZA, a
multi-disciplinary consulting firm, provides a wide range of environmental
consulting, remediation, geotechnical and information system services to
industrial, commercial, financial, public service, and government clients. The
following are our significant accounting policies.

Basis of Consolidation. The accompanying consolidated financial statements
include the accounts of GZA GeoEnvironmental Technologies, Inc. and its wholly
owned subsidiaries and affiliate. All material intercompany transactions and
balances have been eliminated.

Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from reported amounts that
reflect estimates that require the use of significant judgment by management.
Such amounts include, but are not limited to, estimated contract revenues and
related costs, allowances for doubtful accounts, reserves for unbilled amounts
and claims reserves.

Revenues and Cost Recognition. Revenue from engineering service contracts is
recognized as the services are provided. Revenue from long-term contracts is
generally recognized on the percentage-of-completion method. Under this method,
we recognize the proportion of the total profit anticipated from the contract
which the cost of the work completed bears to the estimated total cost of the
contractual work. For contracts which extend over more than one year, revisions
in cost and earnings estimates during the course of the work are reflected in
the period when the facts requiring the revision become known. Provisions for
estimated losses on uncompleted contracts are made in the period when it is
determined a loss may occur. For purposes of determining the percentage of
completion, contract costs include all material, labor, and other direct costs
related to contract performance. Contracts relating to government-funded
projects may include clauses under which the contract may be terminated for the
convenience of the government, or be subject to renegotiation at the request of
the government based upon certain contractual conditions. If such contracts are
terminated or renegotiated, we reflect any adjustments in the period they become
known.

GZA's gross revenues include the cost of services and materials subcontracted to
third parties and certain expenditures such as equipment purchases, laboratory
testing, use of our field and technical equipment, travel, telephone and
reproduction charges that, under the terms of our contracts, are billed to
clients, generally with an added service and handling charge. Net revenues
exclude the amount of such reimbursable costs and expenditures but the
corresponding service and handling charges. Net revenues also reflect estimates
for loss contingencies for disputed contract and pending change order items.

On April 1, 2000 South Jersey Energy Company (SJE) and GZA consummated a Limited
Liability Company Operating Agreement for the formation of AirLogics, LLC
(AirLogics). GZA and SJE formed AirLogics to expand marketing efforts of their
patent-pending, real-time air monitoring system and to focus its marketing
efforts on electric and gas utility companies involved in the remediation of
former manufactured gas plants. During fiscal 2000 GZA billed approximately
$783,000 in net revenues for air monitoring services provided for several SJE
clients. Future profits and losses of AirLogics will be shared equally by GZA
and SJE and will be accounted for under the equity method of accounting.

Cash and Cash Equivalents. Cash and cash equivalents consist of cash on hand and
investments in fixed income securities with original maturity dates of three
months or less.

Concentration of Credit Risk. Financial instruments which potentially expose us
to concentrations of credit risk consist primarily of trade accounts receivable
and costs and estimated earnings in excess of billings on uncompleted contracts.
We have not experienced significant losses related to receivables from
individual customers or groups of customers in a particular industry or
geographic area. Accordingly, no additional credit risk beyond amounts provided
for collection losses is believed present in our accounts receivable and costs
and estimated earnings in excess of billings on uncompleted contracts.

Available-for-Sale Securities. Available-for-sale securities, consisting
primarily of tax exempt municipal bonds, taxable U.S. treasury notes and other
bonds and commercial paper, with original maturity dates of three months or
more, are carried at fair value. We limit the amount of our investments in any
one entity to minimize exposure to loss. The securities are reported at fair
value, with unrealized gains and losses excluded from earnings and reported as a
component of comprehensive income, and therefore as an adjustment to
stockholders' equity.

Property, Equipment and Depreciation. Property and equipment are stated at cost.
Additions and improvements, unless of a relatively minor amount, are
capitalized. Expenditures for normal maintenance and repairs are charged to
expense as incurred. The cost and related accumulated depreciation of property
and equipment sold or otherwise disposed of are eliminated from the accounts and
the resulting gains or losses are reflected in income. Depreciation is provided
using various straight-line and accelerated methods over the estimated useful
lives of the individual assets, which range from three to ten years. Leasehold
improvements are amortized on a straight-line basis over the estimated useful
life of the improvement or the remaining life of the lease, whichever is
shorter.
                                       23
<PAGE>   24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Other Assets. Other assets consist principally of investments in unconsolidated
companies and the excess of cost over net assets acquired resulting from
acquisitions of businesses (goodwill). Amortization of these costs is computed
on a straight-line basis over the estimated useful life of other assets, ranging
from ten to twenty-five years. For the fiscal years ended February 29, 2000 and
February 28, 1999 and 1998, we recorded goodwill amortization expense of
$112,000, $29,000 and $19,000, respectively.

On April 26, 2000 an agreement was consummated between GZA GeoEnvironmental,
Inc., Carl Bro Group Limited and Aquaterra for the sale of GZA's 5,000 shares,
representing a 50% ownership interest in Aquaterra, to Carl Bro Group Limited
for $316,322 and repayment of a GZA loan to Aquaterra of $128,480. The terms of
the agreement were substantially complete as of February 29, 2000, and therefore
the sale is reflected in the fiscal 2000 financial statements.

Carl Bro Group Limited will defend, indemnify, and hold harmless GZA against any
action, sums, demands, damages, loss or liability arising out of (i) any
professional services rendered by Aquaterra, (ii) the employment of any
Aquaterra person, (iii) taxes payable by Aquaterra and (iv) any obligation or
liability arising out of the operation of Aquaterra's business, whether after
the sale. The sale of shares resulted in a gain of $7,000 in fiscal 2000. The
sale price of $316,322 was reclassed out of other assets and is included in
accounts receivable in the accompanying financial statements.

We periodically review the propriety of carrying amounts of our long-lived and
intangible assets, and periodically review the amortization periods, to
determine whether current events and circumstances warrant adjustments to the
carrying value or estimated useful lives. At each balance sheet date, management
evaluates whether there has been a permanent impairment in the value of such
assets by assessing the carrying value against anticipated future operating
results. If it is determined that an impairment exists, the appropriate
adjustment to the carrying value is made. Factors which management considers in
performing the assessment include past and projected operating results, trends
and prospects.

Income Taxes. We account for income taxes pursuant to Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," under which the
liability method is used to account for deferred income taxes. Under this
method, deferred tax assets and liabilities are determined based on differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.

Computation of Earnings Per Share. Basic earnings per share is computed using
the weighted average number of common shares outstanding during the period.
Diluted earnings per share is computed using the weighted average number of
common shares outstanding during the period, including the dilutive effect of
common stock equivalents. Stock options having an exercise price below the
average fair market value of our common stock during the fiscal year are deemed
to be common stock equivalents.

                                       24
<PAGE>   25
Newly Issued Accounting Standards. In December 1999, the Securities and Exchange
Commission released Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements." This bulletin summarizes certain views of the staff on
applying generally accepted accounting principles to revenue recognition in
financial statements. The staff believes that revenue is realized or realizable
and earned when all of the following criteria are met: persuasive evidence of an
arrangement exists; delivery has occurred or services have been rendered; the
seller's price to the buyer is fixed or determinable; and collection is
reasonably assured. We do not expect the application of SAB 101 to have a
material impact on our financial position or results of operations.

In March 2000, the Financial Accounting Standard Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB Opinion No. 25 and among other issues clarifies
the following: the definition of an employee for purposes of applying APB
Opinion No. 25, the criteria for determining whether a plan qualifies as a
non-compensatory plan; the accounting consequence of various modifications to
the terms of previously fixed stock options or awards, and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. We do not
expect the application of FIN 44 to have a material impact on our financial
position or results of operations.

Reclassification. Certain reclassifications have been made to the prior years'
financial statements to conform to the current presentation.

                                       25
<PAGE>   26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. CONDENSED FINANCIAL INFORMATION OF AFFILIATE
The condensed financial information of GZA's affiliate, GZA GeoEnvironmental of
New York P.C., at February 29, 2000 and February 28, 1999 and for each of the
three years in the period ended February 29, 2000 is as follows:

<TABLE>
<CAPTION>
CONDENSED BALANCE SHEETS
                                                                2000                   1999
-----------------------------------------------------------------------------------------------
<S>                                                         <C>                     <C>
Total assets                                                $2,300,000              $1,961,000
===============================================================================================
Total liabilities                                           $1,552,000              $1,035,000
-----------------------------------------------------------------------------------------------
Total stockholders' equity                                  $  748,000              $  926,000
-----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF OPERATIONS
                                                           2000                   1999                  1998
----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                     <C>                   <C>
Net revenues                                           $3,880,000              $1,509,000            $1,099,000
----------------------------------------------------------------------------------------------------------------
Net income                                             $ (178,000)             $   36,000            $    4,000
----------------------------------------------------------------------------------------------------------------
</TABLE>

Approximately $145,000, $164,000 and $198,000 of net revenues were billed to GZA
in fiscal 2000, 1999 and 1998, respectively.

NOTE 3. AVAILABLE-FOR-SALE SECURITIES
Unrealized losses on available-for-sale securities at February 29, 2000 and
February 28, 1999 were approximately $51,000 and $10,000, respectively, net of
deferred taxes. The maturities of available-for-sale securities held at February
29, 2000 are as follows:

<TABLE>
<CAPTION>
<S>                                      <C>
Within one year                          $   1,181,000
From 1-10 years                              2,648,000
                                             ---------
Total                                    $   3,829,000
</TABLE>

Certain of these available-for-sale securities have maturities in excess of one
year but are classified as current assets consistent with their use. Gross
realized gains and losses from available-for-sale securities were immaterial to
GZA's operating results.

NOTE 4. ACCOUNTS RECEIVABLE, NET
Accounts receivable consist of the following at February 29, 2000 and February
28, 1999:

<TABLE>
<CAPTION>
                                                                   2000                       1999
-------------------------------------------------------------------------------------------------------
<S>                                                            <C>                        <C>
Accounts receivable, principally trade                         $15,194,000                $15,179,000
Retainage                                                        1,025,000                    982,000
-------------------------------------------------------------------------------------------------------
                                                                16,219,000                 16,161,000
Less - Allowance for doubtful accounts                           2,295,000                  2,658,000
-------------------------------------------------------------------------------------------------------
                                                               $13,924,000                $13,503,000
=======================================================================================================
</TABLE>

All amounts billed under retainage provisions of long-term contracts are
expected to be collected within one year of completion of the contracts.

                                       26
<PAGE>   27
NOTE 5. COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED
CONTRACTS, NET
Costs and estimated earnings in excess of billings on uncompleted
contracts, net, which represent revenues earned but not billed under the terms
of the related contracts, are as follows, as of February 29, 2000 and February
28, 1999:

<TABLE>
<CAPTION>
                                                     2000                        1999
----------------------------------------------------------------------------------------
<S>                                               <C>                         <C>
Costs incurred on uncompleted contracts           $3,441,000                  $4,539,000
Estimated earnings                                 2,228,000                   3,479,000
----------------------------------------------------------------------------------------
                                                  $5,669,000                  $8,018,000
========================================================================================
</TABLE>

Unbilled costs and estimated earnings on uncompleted contracts are reduced by
accumulated adjustments of $316,000 and $396,000 as of February 29, 2000 and
February 28, 1999, respectively, based on management's estimates of the contract
values. Management continuously evaluates and adjusts specific reserves based on
progress of contract negotiations and management's judgment of the ultimate
contract value. At the point when material changes are renegotiated or known,
GZA reflects the appropriate adjustments. Costs incurred on uncompleted
contracts are typically billed at the end of a two-week or four-week billing
cycle.

NOTE 6. PROPERTY AND EQUIPMENT, NET
Property and equipment are stated at cost and consist of the following as of
February 29, 2000 and February 28, 1999:
<TABLE>
<CAPTION>
                                                                         2000                           1999
----------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                            <C>
Machinery and equipment                                              $4,402,000                     $3,619,000
Laboratory and technical equipment                                    3,363,000                      3,254,000
Furniture, fixtures and computer equipment                            7,915,000                      7,232,000
Motor vehicles, rigs and trucks                                         935,000                        827,000
Leasehold improvements                                                2,549,000                      2,408,000
----------------------------------------------------------------------------------------------------------------
                                                                     19,164,000                     17,340,000
Less - Accumulated depreciation and amortization                     13,191,000                     11,439,000
----------------------------------------------------------------------------------------------------------------
                                                                     $5,973,000                     $5,901,000
================================================================================================================
</TABLE>

Depreciation expense for the years ended February 29, 2000 and February 28, 1999
and 1998 was $ 1,758,000, $1,289,000 and $1,315,000, respectively.

At February 29, 2000 GZA had contributed approximately $388,000 for the purchase
of air monitoring equipment for activities relating to the joint marketing and
subcontract activities for South Jersey Energy Company (SJE) and GZA. GZA's
portion of this jointly owned equipment is included in furniture, fixtures and
computer equipment shown above.

NOTE 7. REVOLVING LINE OF CREDIT AND TERM LOAN FACILITY
During 2000, GZA renewed its two financing arrangements with a financial
institution (the "Bank"). We have available an unsecured revolving line of
credit under which we can borrow up to $5,500,000 in a combination of cash and
letters of credit, with interest payable monthly at the Bank's Corporate Base
Rate, as defined, or the applicable LIBOR rate plus 200 basis points. Under the
terms of the line of credit, we are required to maintain a minimum net worth,
working capital, current ratio, quick ratio, tangible net worth and cash flow
coverage ratio. There were no borrowings under this revolving credit agreement
at February 29, 2000 and February 28, 1999. We had no letters of credit
outstanding at February 29, 2000 or February 28, 1999.

GZA also has available a $4,500,000 term loan facility, providing for term
borrowings amortized through July 31, 2000 bearing interest at a variable rate
equal to the Bank's Corporate Base Rate, as defined, or a fixed rate over the
term of the loan. There were no borrowings under the term loan facility at
February 29, 2000 or February 28, 1999. The term loan facility requires
maintenance of the same ratios and financial covenants as the revolving line of
credit.

These two financing arrangements expire on August 31, 2000.

                                       27
<PAGE>   28
NOTE 8. ACCRUED PAYROLL AND EXPENSES
Accrued payroll and expenses consist of the following at February 29, 2000 and
February 28, 1999:

<TABLE>
<CAPTION>
                                                                        2000                        1999
------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                         <C>
Accrued payroll and related benefits                                $3,330,000                  $3,368,000
Legal and claims reserves                                              300,000                     266,000
Other                                                                  328,000                     266,000
------------------------------------------------------------------------------------------------------------
                                                                    $3,958,000                  $3,900,000
============================================================================================================
</TABLE>

NOTE  9.  EARNINGS PER SHARE (EPS)

<TABLE>
<CAPTION>
                                                                  For the Year Ended February 29, 2000
---------------------------------------------------------------------------------------------------------------------------
                                                Income                         Shares (000s)               Per share Amount
---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                               <C>                         <C>
Basic EPS:
Income available to common
shareholders                                 $1,275,000                           3,629                      $       .35
---------------------------------------------------------------------------------------------------------------------------
Effect of dilutive securities
Stock options                                         -                              49                                -
---------------------------------------------------------------------------------------------------------------------------
Diluted EPS:
Income available to common
shares and common share
equivalents                                  $1,275,000                           3,678                      $       .35
===========================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                 For the Year Ended February 28, 1999
------------------------------------------------------------------------------------------------------------------------------
                                               Income                          Shares (000s)                  Per share Amount
------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                <C>                            <C>
Basic EPS:
Income available to common
shareholders                                $1,509,000                            3,604                         $       .42
------------------------------------------------------------------------------------------------------------------------------
Effect of dilutive securities
Stock options                                        -                               70                                   -
------------------------------------------------------------------------------------------------------------------------------
Diluted EPS:
Income available to common
shares and common share
equivalents                                 $1,509,000                            3,674                         $       .41
==============================================================================================================================

</TABLE>

<TABLE>
<CAPTION>
                                                  For the Year Ended February 28, 1998
---------------------------------------------------------------------------------------------------------------------------
                                              Income                        Shares (000s)                  Per share Amount
---------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                             <C>                          <C>
Basic EPS:
Income available to common
shareholders                                $1,370,000                         3,932                        $       .35
---------------------------------------------------------------------------------------------------------------------------
Effect of dilutive securities
Stock options                                        -                            41                                  -
---------------------------------------------------------------------------------------------------------------------------
Diluted EPS:
Income available to common
shares and common share
equivalents                                 $1,370,000                         3,973                          $     .34
===========================================================================================================================

</TABLE>

                                       28
<PAGE>   29
NOTE 10. TREASURY STOCK
In 1997, the Board of Directors authorized the repurchase of up to 500,000
shares of GZA's common stock in the open market at prevailing prices. The amount
and timing of stock repurchases depended on market conditions, share price and
other factors. During the year ended February 28, 1999 and February 28, 1998, we
repurchased 99,525 and 400,475 shares of common stock, at a cost of $471,000 and
$1,971,000, which includes transaction fees, respectively.

NOTE 11. STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLAN
Under GZA's 1999 Stock Incentive Plan, (the "1999 Plan"), options to purchase
shares of common stock may be issued to key employees including executive
officers and directors who are employees. Under the 1999 Plan we may issue
either incentive stock options or non-statutory stock options. Option prices may
not be less than fair market value on the date of grant and terms of options may
not be more than ten years. All 1999 Plan options are non-assignable and have
various vesting terms.

The number of shares reserved for issuance under the 1999 Plan is 425,000
shares. During 2000 the Board of Directors approved the issuance of 250,250
incentive stock options and 27,700 non-qualified stock options at an exercise
price of $4.13. The awards made in 2000 under the 1999 Plan cliff vest on the
earlier of attainment of certain financial goals or June 1, 2002.

Under the 1989 Stock Incentive Plan (the "1989 Incentive Plan"), options to
purchase shares of common stock may be issued to key employees including
executive officers and directors who are employees. Option prices may not be
less than fair market value on the date of grant and terms of options may not
exceed ten years. All 1989 Plan options are non-assignable and vest over a
five-year period.

         Information related to the stock options plans described above is as
follows:

<TABLE>
<CAPTION>
                                                                                         Stock Options Outstanding
                                                                                      -----------------------------------
                                                                                       Number of            Range of
                                                                                        Shares           Exercise Prices
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>               <C>
Balance at February 28, 1997                                                           304,878               3.50
Granted                                                                                 10,000               3.50
Cancelled                                                                              (18,200)              3.50
Exercised                                                                               (3,600)              3.50
---------------------------------------------------------------------------------------------------------------------------------
Balance at February 28, 1998                                                           293,078               3.50
Granted                                                                                  2,000               5.00
Cancelled                                                                              (16,200)              3.50
Exercised                                                                                    0               3.50
---------------------------------------------------------------------------------------------------------------------------------
Balance at February 28, 1999                                                           278,878              $3.50
Granted under the 1989 Plan                                                              8,000              $4.50
Granted under the 1999 Plan                                                            277,950              $4.13
Cancelled                                                                              (10,800)             $3.50
Expired                                                                                (21,978)             $3.50
Exercised                                                                               (7,200)             $3.50
---------------------------------------------------------------------------------------------------------------------------------
Balance at February 29, 2000                                                           524,850              $3.85
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

As of February 29, 2000, none of the options granted under the 1999 plan, all at
the exercise price of $4.13, were exercisable. Under the 1999 Plan options to
purchase 147,050 shares were available to be granted. The weighted-average
remaining contractual life of the options outstanding is 3.5 years.

As of February 29, 2000, 1999 and 1998, options under the 1989 Incentive Plan,
for 217,500, 234,878 and 224,158 shares, with weighted-average exercise prices
of $3.51, $3.50 and $3.50 respectively, were exercisable. The weighted-average
remaining contractual life of the options outstanding is 2.1 years.

                                       29
<PAGE>   30
Under GZA's 1989 Non-Qualified Stock Option Plan (the "Non-Qualified Plan"),
non-qualified stock options to purchase up to 15,000 shares of common stock may
be issued to key employees, executive officers and directors of GZA. All
Non-Qualified Plan options are non-assignable and vest over a five-year period.
The Non-Qualified Plan terminated in May 31, 1999 and only the options that were
issued prior to that date remain exercisable in accordance with the
non-qualified plan terms. As of February 29, 2000, February 28, 1999 and 1998
options to purchase 7,500 shares of common stock at an exercise price of $3.50
per share were outstanding under the 1989 Non-Qualified Plan. All such options
were exercisable.

All stock option plans are administered by the Compensation Committee of our
Board of Directors.

Under GZA's 1995 Stock Incentive Plan (the "Stock Plan"), we may grant certain
key employees, at no cost, shares of "restricted stock" in consideration of
services. A condition of receipt of any award under the Stock Plan is that the
employee must either own, or agree to acquire within one year, an equivalent
number of shares. All shares awarded under the Stock Plan vest over a five-year
period. Unearned compensation related to the award of restricted stock is
recorded at the date of award, based on the fair market value of the shares,
against paid in capital, and is amortized to expense over the applicable vesting
period. The maximum number of shares that may be granted under the Stock Plan is
200,000. Pursuant to the Plan, 3,733, 4,432, and 2,273 shares were issued to
employees during fiscal years ending 2000, 1999 and 1998, respectively.
During fiscal 2000, 1,724 shares were forfeited by employees who left the
company.

As of July 1999, the 1989 Incentive Plan and the 1995 Stock Incentive Plan were
terminated, and any future awards of these types are to be issued under the 1999
Plan. Awards issued under these Plans prior to July 1999 remain exercisable.

We also maintain an employee stock purchase plan (the "ESPP plan") under which
up to 220,000 shares of our common stock are available for purchase by our
employees. Eligible employees can purchase shares of the stock at the lower of
85% of the fair market value of the stock on the first or last day of each
six-month period beginning on March 1 or September 1. Monies to purchase the
shares are withheld from an employee's pay through payroll deductions. Under the
ESPP plan, 10,004, 10,466 and 11,102 shares were purchased during fiscal 2000,
1999 and 1998, respectively.

GZA applies Accounting Principles Board Opinion No. 25 in accounting for awards
to employees under our stock option and employee stock purchase plans.
Accordingly, no compensation cost has been recognized for our stock option
plans. Had compensation cost for our stock-based compensation plans been
determined based on the fair market value at the grant dates as calculated in
accordance with Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation," our net income and diluted net income per common
share amounts would have been reduced. Our pro forma net income amounts would
have been $1,136,000, $1,433,000 and $1,304,000 for the fiscal years ended
February 29, 2000 and February 28, 1999 and 1998. Our pro forma diluted net
income per share would have been $.31, $.39, and $.32 for the fiscal years ended
February 29, 2000 and February 28, 1999 and 1998, respectively.

The weighted-average fair value of options granted during 2000, 1999 and 1998
was $1.83, $2.13 and $1.47 per option, respectively. The fair value of these
options at date of grant was estimated using the Black-Scholes model with the
following assumptions for fiscal years 2000, 1999 and 1998: risk free interest
rates of 5.63%, 5.61% and 6.16%, respectively; dividend yields of 0%; volatility
factors of the expected market price of our common stock of 48%, 38% and 43%,
respectively; and a weighted average expected life of the options of 3.5 years.

NOTE 12.  INVESTMENT IN REAL ESTATE

In January 1999 GZA and Southborough Ventures, Inc. (SVI) formed Environmental
Real Estate Investors, Inc., (EREI) a joint venture, to target environmentally
impaired properties for development.  On July 21, 1999, Somerville Avenue LLC
was incorporated with the terms of the EREI joint venture agreement.
Somerville Avenue LLC subsequently acquired at a cost of $436,000 a former
industrial property in Somerville, Massachusetts and plan to transform the
parcel into a site for commercial development.  The cost of the property
consists of the purchase price plus closing costs such as legal, accounting and
other similar costs directly associated with the acquired property. The
formation of a site specific Limited Liability Corporation is consistent with
the EREI joint venture agreement.  In addition, EREI made a $65,000 deposit for
a commercial development site in New Bedford, Massachusetts.  The development of
the New Bedford site is currently under negotiation with EREI and the owner.

Gains or losses, if any, from investment in real estate transactions will be
recorded as "Other Income" on our Consolidated Statements of Operations and
Comprehensive Income. Due to the terms of the joint venture 100% of the assets,
liabilities, and equity are consolidated into GZA.

                                       30
<PAGE>   31
NOTE 13. INCOME TAXES
The provision for income taxes consisted of the following for fiscal years:

<TABLE>
<CAPTION>
                                                           2000                        1999                        1998
--------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                          <C>                        <C>
Currently payable:
State                                                $   240,000                  $   303,000                $   109,000
Federal                                                  800,000                    1,016,000                    326,000
--------------------------------------------------------------------------------------------------------------------------
         Total  current                                1,040,000                    1,319,000                    435,000
--------------------------------------------------------------------------------------------------------------------------
Deferred (prepaid):
State                                                    (49,000)                     (83,000)                    98,000
Federal                                                 (172,000)                    (264,000)                   344,000
--------------------------------------------------------------------------------------------------------------------------
         Total deferred (prepaid)                       (221,000)                    (347,000)                   442,000
--------------------------------------------------------------------------------------------------------------------------
         Total provision for income taxes            $   819,000                  $   972,000                $   877,000
==========================================================================================================================
</TABLE>

Deferred income taxes are provided to account for temporary differences between
the financial reporting basis and income tax basis of GZA's assets and
liabilities using the liability method of accounting for income taxes. Deferred
taxes represent the future income tax effect of reported differences between the
book and tax bases of GZA's assets and liabilities.

Reconciliations of the U.S. federal statutory income tax rate to the effective
income tax rate are as follows for fiscal years:

<TABLE>
<CAPTION>
                                                                            2000                 1999                   1998
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                  <C>                    <C>
U.S. federal statutory income tax rate                                       34%                  34%                    34%
State and foreign income tax, net of federal income tax benefit               6                    6                      6
Reduction of valuation allowance                                             (4)                  (1)                    (1)
Non-deductible expenses                                                       3                    -                      -
------------------------------------------------------------------------------------------------------------------------------
         Effective income tax rate                                           39%                  39%                    39%
==============================================================================================================================
</TABLE>

GZA's net deferred tax asset at February 29, 2000 and February 28, 1999 consists
of gross deferred tax liabilities of $885,000 and $753,000 and deferred tax
assets of $2,044,000 and $1,763,000, respectively. GZA's state and federal net
operating loss carryforwards expire in fiscal 2010 through fiscal 2013. As a
result of the sale of Aquaterra, during 2000, the company utilized approximately
$250,000 of a capital loss carryforward which had previously been offset with a
full valuation allowance. Accordingly, the valuation allowance has been reduced
by $100,000. The components of GZA's net deferred tax assets as of February 29,
2000 and February 28, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                        2000                   1999
-------------------------------------------------------------------------------------------------------
<S>                                                                <C>                    <C>
Cash versus accrual method of accounting                           $   510,000            $   167,000
Depreciation and amortization                                          375,000                586,000
Net operating loss carryforwards                                      (617,000)              (214,000)
Allowance for doubtful accounts                                       (855,000)              (945,000)
Other accrued expenses                                                (572,000)              (604,000)
Valuation allowance                                                    276,000                376,000
-------------------------------------------------------------------------------------------------------
Total net deferred tax assets                                      $  (883,000)           $  (634,000)
=======================================================================================================
</TABLE>

The components of GZA's deferred income tax provision (benefit) for the years
ended February 29, 2000 and February 28, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                               2000                     1999
--------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                       <C>
Cash versus accrual method of accounting                                  $   343,000               $   3,000
Depreciation and amortization                                                (211,000)                 94,000
Net operating loss carryforwards                                             (403,000)                 17,000
Allowance for doubtful accounts                                                90,000                (586,000)
Other accrued expenses                                                         60,000                 145,000
Valuation allowance                                                          (100,000)                (20,000)
--------------------------------------------------------------------------------------------------------------
Total deferred income tax provision (benefit)                             $  (221,000)             $ (347,000)
==============================================================================================================
</TABLE>

                                       31
<PAGE>   32
NOTE 14. RETIREMENT PLAN
GZA maintains a Profit Sharing Plan under Section 401(k) of the Internal Revenue
Code which covers all employees who meet minimum age and service requirements.
Annual contributions are determined by the Board of Directors. The year end for
the profit sharing plan is December 31. Amounts contributed by us under the plan
vest according to a seven-year vesting schedule. To participate in the plan, an
employee must contribute a minimum of 2% of his or her base salary, and may
contribute additional amounts. Participant contributions are fully vested at all
times. Our contributions to the plan were $716,000, $660,000, and $661,000 for
fiscal 2000, 1999 and 1998, respectively. In fiscal 2000, 1999 and 1998, the
Board of Directors voted to make 25% of our contribution to the Plan in stock of
GZA. As a result, in fiscal years 2000, 1999 and 1998, respectively, 42,725,
38,152, and 32,445 shares of our stock (having a total fair value of
approximately $179,000, $172,000, and $165,000 on the date of contribution) were
contributed in addition to cash contributions of $537,000, $488,000, and
$496,000, respectively. These contributions are accrued for at the balance sheet
date as a component of accrued payroll and expenses, and are transferred to the
profit sharing plan after year end.

NOTE 15. RELATED PARTY TRANSACTIONS
GZA leases office space from certain stockholders and from entities owned by
certain stockholders and employees. Lease payments, net of sublease income, to
these entities totaled $886,000, $868,000, and $901,000 in fiscal 2000, 1999 and
1998, respectively.

GZA provides geotechnical design, instrumentation and other consulting services,
on a contracting and subcontracting basis, to a company and affiliates of the
company of which a director of GZA was Chairman of the Board of Directors during
2000. In fiscal 2000 and 1999, we billed an aggregate of $2,695,000 and
$5,100,000, respectively for services provided to this company and its
affiliates.

During fiscal 2000, the Chairman of the Board of GZA provided consulting
services for which he was compensated $67,000.

NOTE 16. COMMITMENTS AND CONTINGENCIES
Lease Commitments. GZA leases certain facilities and equipment under the terms
of various noncancellable operating leases, including leases with related
parties described in Note 15. Lease terms generally range from two to five
years. Additionally, we lease certain equipment under operating leases.

Future minimum lease payments under noncancellable operating leases as of
February 29, 2000 are as follows:

<TABLE>
<CAPTION>
<S>                                            <C>
2001                                           $2,158,000
2002                                              965,000
2003                                              648,000
2004                                              311,000
2005                                                    -
-------------------------------------------------------------------------
Total minimum lease payments                   $4,082,000
=========================================================================
</TABLE>

Rent expense charged to operations was $2,352,000, $2,061,000 and $2,137,000 in
fiscal 2000, 1999 and 1998, respectively.

Claims and Legal Proceedings. GZA is a party to several legal actions claiming
damages in connection with environmental remediation, environmental consulting,
and construction projects arising in the normal course of business. Management
believes that the outcomes of the legal actions to which it is a party will not,
in the aggregate, have a material adverse effect on the results of operations or
financial condition of GZA.

Our services involve risks of significant liability for environmental and
property damage, personal injury, economic loss, and costs assessed by
regulatory agencies for which insurance coverage or the contractual provisions
may apply. Claims may potentially be asserted against us under federal and state
statutes, common law, contractual indemnification agreements or otherwise.

                                       32
<PAGE>   33
In 1997, Goldberg-Zoino Associates of New York, P.C. ("GZANY"), our New York
professional corporation affiliate, entered into a contract with E.E.
Cruz/Nab/Frontier-Kemper, A Joint Venture ("JV"), to design a temporary earth
support system required for construction of the Flushing Bay Combined Sewer
Overflow Protection Facility Storage Tank, Project No. CS 4-3 for the New York
City Department of Environmental Protection. Design by GZANY and soil mix design
and installation development by the JV's construction subcontractor, The
Millgard Corporation, proceeded from August 1997 through to the end of the year.
On January 28, 1998, the JV terminated Millgard's contract for failure to
perform the specified work.

On April 22, 1999, Millgard filed suit against the JV for costs incurred prior
to termination and for lost profits for work not executed following termination.
The JV denied Millgard's claim in July 1999 and counterclaimed against Millgard
for damages of $10,750,000 resulting from a breach of contract and delay. On
September 9, 1999, the JV filed a third-party action against GZANY in the United
States District Court Southern District of New York for contribution, defense
and indemnity of claims made by Millgard. In March 2000, the JV filed an amended
complaint against GZANY alleging breach of contract and a failure to exercise
the required standard of care and claiming indemnification for any damages owed
by the JV to Millgard and for direct damages of at least $10,750,000.

In addition, we are party to several other legal proceedings arising in the
normal course of business. Management believes that the outcome of these actions
will not, individually or in the aggregate, have a material adverse effect on
the results of operations or financial condition of GZA. NOTE

17. SUBSEQUENT EVENT

On May 17, GZA GeoEnvironmental Technologies, Inc. entered into a letter of
intent with Futureco Environmental, Inc., a privately-held company organized by
certain members of GZA's senior management, providing for the acquisition by
Futureco, at a price of $6.45 per share, of all of the outstanding shares of GZA
common stock which Futureco does not already own or have the right to acquire.

GZA has appointed a Special Committee of outside directors to consider the
letter of intent as well as other strategic alternatives that may be available
to the Company, and to make recommendations to the Board of Directors. The
proposed acquisition is subject to certain conditions, including completion of
financing for the transaction by Futureco; GZA and Futureco entering into a
definitive merger agreement, which would be subject to the approval of the
holders of at least two-thirds of the outstanding shares of common stock of GZA
which Futureco does not already own or have the right to acquire. The Company
cannot predict whether the proposed transaction will be completed.

                                       33
<PAGE>   34


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

                                    PART III

ITEMS 10, 11, 12 AND 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT; AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information called for by Items 10, 11, 12 and 13 is incorporated by
reference to the definitive proxy statement relating to the 2000 Annual Meeting
of Stockholders of the Company, to be filed with the Commission no later than
120 days after the end of the fiscal year covered by this report.


                                       34
<PAGE>   35
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)    Documents filed as part of the report:

       (1) The following consolidated financial statements of GZA
         GeoEnvironmental Technologies, Inc. and its Subsidiaries and Affiliate
         are included in this report:

                           Report of Independent Accountants.

                           Consolidated Balance Sheets at February 29, 2000 and
                           February 28, 1999.

                           Consolidated Statements of Operations and
                           Comprehensive Income for the fiscal years ended
                           February 29, 2000 and February 28, 1999 and 1998.

                           Consolidated Statements of Stockholders' Equity for
                           the fiscal years ended February 29, 2000 and February
                           28, 1999 and 1998.

                           Consolidated Statements of Cash Flows for the fiscal
                           years ended February 29, 2000 and February 28, 1999
                           and 1998.

                           Notes to Consolidated Financial Statements for the
                           fiscal years ended February 29, 2000 and February 28,
                           1999 and 1998.

       (2)   The following consolidated financial statement schedule of GZA
             GeoEnvironmental Technologies, Inc. and its Subsidiaries and
             Affiliate is included in this report:

             Report of Independent Accountants

<TABLE>
<CAPTION>

                                                                               Page
                                                                               ----
<S>                                                                             <C>
             Schedule II            Valuation and Qualifying Accounts           41
</TABLE>

       (3)   Exhibits.


EXHIBIT NO.       DESCRIPTION

3.1*              Restated Certificate of Incorporation of the Company

3.3*              Amended and Restated By-Laws of the Company

4.1*              Specimen certificate for the Common Stock of the Company

10.2*             Indenture of Lease dated September 5, 1984 and effective as of
                  December 1, 1981, and First Amendment to Indenture of Leases,
                  between GZA and Donald T. Goldberg and William S. Zoino, for
                  the GEO Building, Newton Upper Falls, Massachusetts


                                       35
<PAGE>   36


10.6*#            1989 Incentive Stock Option Plan of the Company

10.7*#            1989 Non-Qualified Stock Option Plan of the Company

10.21*            Support Services Agreement among the Company, Goldberg-Zoino
                  Associates of New York, P.C. and GZA, dated July 26, 1989

10.22***          Stockholders' Agreement among GZANY, Richard M. Simon and
                  Joseph D. Guertin, Jr. dated May 1, 1996, together with
                  related Powers of Attorney

10.23***          Voting Trust Agreement among the Company, GZANY, Messrs. Simon
                  and Guertin, and Richard M. Simon, as Trustee, dated May 1,
                  1996

10.24***          Indemnification Agreement among the Company, GZA
                  GeoEnvironmental, Inc. and Messrs. Simon and Guertin dated May
                  1, 1996

10.25*            Security Agreement between GZANY and the Company dated July
                  26,1989

10.26*            Credit Agreement among the Company, GZANY and GZA dated July
                  26, 1989

10.30**           Revolving Credit and Term Loan Agreement among Fleet Bank and
                  the Company and its subsidiaries and affiliate dated February
                  28, 1994

10.34**#          Amendment No. 1 to 1989 Incentive Stock Option Plan of
                  the Company

10.35**#          GZA 1995 Stock Incentive Plan

10.37**           Lease Agreement dated January 1, 1992 between GZRI Associates
                  and GZA GeoEnvironmental, Inc. for the Providence, Rhode
                  Island district office

10.38**           Lease Agreement dated March 1, 1992 between GZAIAT Associates
                  and GZA Drilling, Inc. for the Brockton, Massachusetts
                  facilities of GZA Drilling, Inc.

10.39**           Second Amendment dated December 11, 1991 to Indenture of Lease
                  listed as Exhibit 10.2 hereto

10.40**#          Form of Confidentiality, Non-Disclosure and Restrictive
                  Covenant Agreement between the Company and, respectively,
                  Donald T. Goldberg, Andrew P. Pajak, M. Joseph Celi, Richard
                  M. Simon, John E. Ayres, William E. Hadge, Lawrence Feldman,
                  Joseph P. Hehir, Joseph D. Guertin, Jr., and certain other
                  employees

10.42**#          Form of Group Life Insurance Plan for key employees;
                  letter describing coverage levels

10.43**           Form of Indemnity Agreement between the Company and its
                  respective directors

10.51+            Form of Assignment of Beneficial Interest between GZA
                  GeoEnvironmental, Inc. ("Assignee") and, respectively, John E.
                  Ayres, Joseph D. Guertin, Jr., and Steven J. Trettel
                  ("Assignors"), dated June, 1996, to transfer each Assignor's
                  one sixth (1/6) beneficial interest in the GZA Investment
                  Associates Trust to Assignee

10.52+            Form of Assignment of Beneficial Interest and Indemnity
                  Agreement between GZA GeoEnvironmental, Inc. ("Assignee") and
                  Donald T. Goldberg ("Assignor"), dated June, 1996, to transfer
                  Assignor's one sixth (1/6) beneficial interest in the GZA
                  Investment Associates Trust to Assignee

10.53++           Second Loan Modification Agreement, dated as of August 7,
                  1997, to the Revolving Credit and Term Loan Agreement among
                  Fleet Bank and the Company and its subsidiaries and affiliate

                                       36
<PAGE>   37
                  included as Item 10.30, including a Promissory Note dated
                  August 7, 1997 and a form of Promissory Note.
10.54+++#         GZA Restated 401(k) Profit Sharing Plan, effective as
                  of January 1, 1998
10.55+++          Memorandum of Understanding, Transfer of Assets, Contract
                  Obligations and Personnel From Raamot Associates, P.C. to GZA
                  GeoEnvironmental of New York; Confidentiality, Non-disclosure
                  and Restrictive Covenant Agreement between GZA and Tonis
                  Raamot; Bill of Sale - Personal Good Will of Tonis Raamot,
                  P.E.
10.56#            GZA 1999 Stock Incentive Plan
10.57#            GZA Long-Term Incentive Compensation Plan of FYE
                  2000-2002
10.58             Letter of agreement dated April 26, 2000 regarding sale of
                  GZA's interest in Carl Bro Aquaterra Limited to Carl Bro Group
                  Limited
10.59             Limited Liability Company Operating Agreement of AirLogics,
                  LLC
10.60             Third Loan Modification Agreement dated as of February 25,
                  2000 between Fleet Bank and the Company
22.1              Subsidiaries of the Registrant on Financial Statement Schedule
23.1              Consent of Independent Accountants
27.1              Financial Data Schedule

-------------------

*        Incorporated by reference to the Company's Registration Statement on
         Form S-1, as amended (File No. 333-29369)

**       Incorporated by reference to the Company's Annual Report on Form 10-K
         for the fiscal year ended February 28, 1995, as filed with the
         Commission on June 12, 1995.

***      Incorporated by reference to the Company's Annual Report on Form 10-K
         for the fiscal year ended February 29, 1996, as filed with the
         Commission on May 24, 1996.

+        Incorporated by reference to the Company's Annual Report on Form 10-K
         for the fiscal year ended February 28, 1997, as filed with the
         Commission on May 29, 1997.

++       Incorporated by reference to the Company's Annual Report on Form 10-K
         for the fiscal year ended February 28, 1998, as filed with the
         Commission on May 29, 1998.

+++      Incorporated by reference to the Company's Annual Report on Form 10-K
         for the fiscal year ended February 28, 1999, as filed with the
         Commission on May 26, 1999.

#        Management contract or compensatory plan or arrangement.

(b)      Reports on Form 8-K: None.


                                       37
<PAGE>   38

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized.


                     GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.

Date: May  26, 2000                                 /s/ Andrew P. Pajak
                                                    ---------------------------
                                                        Andrew P. Pajak
                                                        Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature                                        Title                                      Date
---------                                        -----                                      ----

<S>                                 <C>                                                  <C>
 /s/ Andrew P. Pajak                Chief Executive Officer and Director                 May 26, 2000
---------------------------         (Principal Executive Officer)
     Andrew P. Pajak


/s/ Joseph P. Hehir                 Chief Financial Officer                              May 26, 2000
---------------------------         (Principal Financial and Accounting Officer)
    Joseph P. Hehir


/s/ Donald T. Goldberg              Director                                             May 26, 2000
---------------------------
    Donald T. Goldberg


/s/ M. Joseph Celi                  Director                                             May 26, 2000
---------------------------
    M. Joseph Celi

</TABLE>

                                       38
<PAGE>   39

<TABLE>
<CAPTION>

<S>                                         <C>                           <C>
/s/ William E. Hadge                        Director                      May 26, 2000
---------------------------
    William E. Hadge


/s/ Dr. Lewis Mandell                       Director                      May 26, 2000
---------------------------
    Dr. Lewis Mandell


/s/ Dr. Thomas W. Philbin                   Director                      May 26, 2000
-------------------------
    Dr. Thomas W. Philbin


/s/ Timothy W. Devitt                       Director                      May 26, 2000
---------------------------
    Timothy W. Devitt

/s/ Rose Ann Giordano                       Director                      May 26, 2000
---------------------
    Rose Ann Giordano

/s/ David B. Perini                         Director                      May 26, 2000
-------------------
    David B. Perini

</TABLE>


                                       39
<PAGE>   40
                        REPORT OF INDEPENDENT ACCOUNTANTS
                         ON FINANCIAL STATEMENT SCHEDULE


To the Board of Directors and Stockholders of GZA GeoEnvironmental Technologies,
Inc. and Affiliate:

Our report on the consolidated financial statements of GZA GeoEnvironmental
Technologies, Inc. has been incorporated by reference in this Form 10-K. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedule presented on page 41 of this Annual
Report on Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.

                                                      PRICEWATERHOUSECOOPERS LLP

May 5, 2000, except for Note 17, as to which the date is May 17, 2000.


                                       40
<PAGE>   41
                                   SCHEDULE II

              GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
                        VALUATION AND QUALIFYING ACCOUNTS

           Years Ended February 28, 1998, 1999, and February 29, 2000

<TABLE>
<CAPTION>
                                                         Balance at        Charged to
                                                         beginning         costs and                        Balance at
             Description                                  of year          expenses        Write-offs       end of year
             -----------                                  -------          --------        ----------       -----------
<S>                                                    <C>                <C>              <C>              <C>
    Year ended February 28, 1998
       Allowance for doubtful accounts
       (deducted from accounts
       receivable)....................                   $844,000           $378,000       $323,000           $899,000


    Year ended February 28, 1999
       Allowance for doubtful accounts
       (deducted from accounts
       receivable).....................                  $899,000         $2,021,000       $262,000         $2,658,000

    Year ended February 29, 2000
       Allowance for doubtful accounts
       (deducted from accounts
       receivable)......................               $2,658,000           $423,000       $786,000         $2,295,000
</TABLE>

                                       41
<PAGE>   42
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                Description                                                                        Page
------                -----------                                                                        ----
<S>                   <C>                                                                                <C>
10.56                 GZA 1999 Stock Incentive Plan

10.57                 GZA Long-Term Incentive Compensation Plan of FYE 2000-2002

10.58                 Letter of agreement dated April 26, 2000 regarding sale of
                      GZA's interest in Carl Bro Aquaterra Limited to Carl Bro
                      Group Limited

10.59                 Limited Liability Company Operating Agreement of
                      AirLogics, LLC

10.60                 Third Loan Modification Agreement dated as of February 25,
                      2000 between Fleet bank and the Company

22.1                  Subsidiaries of the Registrant on Financial Statement
                      Schedule

23.1                  Consent of Independent Accountants

27.1                  Financial Data Schedule
</TABLE>

                                       42
<PAGE>   43
            EXHIBIT LIST FOR GZA GEOENVIRONMENTAL TECHNOLOGIES, Inc.


1)   GZA 1999 Stock Incentive Plan

2)   GZA Long-Term Incentive Compensation Plan of FYE 2000-2002

3)   Sale of GZA's interest in Carl Bro Aquaterra Limited to Carl Bro Group
     Limited.

4)   Limited Liability Company Operating Agreement of AirLogics, LLC

5)   3rd loan Modification Agreement