2.	Restatement of Consolidated Financial Statements

As previously disclosed in the Current Report on Form 8-K filed by EEI with the SEC on December 12, 2018, the Audit Committee of the Board of Directors (the “Audit Committee”) determined that the Company’s previously issued financial statements for annual and quarterly periods prior to July 31, 2018 can no longer be relied upon. As a result, the accompanying consolidated financial statements include a restated consolidated balance sheet at July 31, 2017, and restated consolidated statements of operations, comprehensive income, cash flows and shareholders’ equity for the fiscal years ended July 31, 2017 and 2016 (the “Restatement Periods”). The Company intends to prospectively amend financial statements for the quarters ended October 28, 2017, January 27, 2018 and April 28, 2018 when it files its Quarterly Reports on Form 10-Q for the corresponding quarters of the fiscal year ending July 31, 2019.

The Audit Committee concluded that the Company’s consolidated financial statements and related reports filed with the SEC for periods ended prior to July 31, 2018 should no longer be relied upon due to errors related to accounting for EEI’s investment in Gestion Ambiental Consultores S.A. (“GAC”) since 1999. The Company had previously included the results of GAC’s operations in consolidated financial statements filed with the SEC prior to July 31, 2018. In December 2018, the Company determined that, although it had a majority ownership interest in GAC, it did not have a controlling interest in GAC’s operations due to lack of continuous control over the activities of GAC’s board of directors and senior management team. As a result, the Company’s net investment in GAC should have been accounted for using the equity method of accounting. Collectively, the adjustments necessary to deconsolidate GAC’s unaudited financial statements and correctly account for the Company’s investment in GAC under the equity method of accounting are referred to as the “GAC Deconsolidation Adjustments.”

For the fiscal years ended July 31, 2017 and 2016, the GAC Deconsolidation Adjustments resulted in decreases of $7.6 million and $7.5 million, respectively, of consolidated gross revenue, decreases of $0.1 million and $0.8 million, respectively, of income before income tax provision, and increases of less than $0.1 million of net income attributable to EEI for both years. The GAC Deconsolidation Adjustments resulted in decreases of $2.3 million of consolidated total assets and $0.5 million of consolidated total shareholders’ equity at July 31, 2017.

In addition to the GAC Deconsolidation Adjustments, previously filed financial statements were also adjusted for the correction of other errors in the financial statements and disclosures that were deemed to be immaterial, on an individual basis and in the aggregate, for the fiscal years during which the errors were identified (the “Out of Period Adjustments”). For the fiscal years ended July 31, 2017 and 2016, the Out of Period Adjustments resulted in decreases of $0.8 million and less than $0.1 million, respectively, of consolidated gross revenue, decreases of $0.7 million and $0.2 million, respectively, of income before income tax provision, and decreases of $0.3 million and $0.2 million, respectively, of net income attributable to EEI. The Out of Period Adjustments resulted in decreases of $0.5 million of both consolidated total assets and consolidated total shareholders’ equity at July 31, 2017. In addition, disclosure errors related to revenue recognition within the notes to the financial statements have been corrected.

The “As Previously Reported” amounts in the tables below represent the amounts reported in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2017, filed with the SEC on November 14, 2017.

Ecology and Environment Inc.

Consolidated Balance Sheet

(amounts in thousands, except share data)

	July 31, 2017
	As Previously Reported			GAC Deconsolidation Adjustments			Out of Period Adjustments			Restated
Assets
Current assets:
Cash and cash equivalents	$	13,343		$	(208	)	$	(277	)	$	12,858
Investment securities available for sale		1,498			-			-			1,498
Contract receivables, net		35,107			(4,066	)		(92	)		30,949
Income tax receivable		1,293			308			-			1,601
Other current assets		2,119			113			(154	)		2,078
Total current assets		53,360			(3,853	)		(523	)		48,984

Property, buildings and equipment, net		4,428			(151	)		-			4,277
Deferred income taxes		1,203			-			(350	)		853
Equity method investment		-			1,272			191			1,463
Other assets		1,786			408			146			2,340
Total assets	$	60,777		$	(2,324	)	$	(536	)	$	57,917

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	8,073		$	(361	)	$	59		$	7,771
Lines of credit		581			(209	)		-			372
Accrued payroll costs		6,338			(362	)		-			5,976
Current portion of long-term debt and capital lease obligations		382			-			-			382
Billings in excess of revenue		2,850			(243	)		-			2,607
Other accrued liabilities		2,645			(671	)		-			1,974
Total current liabilities		20,869			(1,846	)		59			19,082

Income taxes payable		31			-			-			31
Deferred income taxes		3			56			(55	)		4
Long-term debt and capital lease obligations		66			-			-			66

Shareholders' equity:
Preferred stock		-			-			-			-
Class A common stock		30			-			-			30
Class B common stock		14			-			-			14
Capital in excess of par value		17,608			(9	)		(29	)		17,570
Retained earnings		23,509			7			(511	)		23,005
Accumulated other comprehensive loss		(2,018	)		223			-			(1,795	)
Treasury stock, at cost		(1,037	)		-			-			(1,037	)

Total Ecology and Environment Inc. shareholders' equity		38,106			221			(540	)		37,787
Noncontrolling interests		1,702			(755	)		0			947

Total shareholders' equity		39,808			(534	)		(540	)		38,734

Total liabilities and shareholders' equity	$	60,777		$	(2,324	)	$	(536	)	$	57,917

Ecology and Environment Inc.

Consolidated Statement of Operations

(amounts in thousands, except share data)

	Fiscal Year Ended July 31, 2017
	As Previously Reported			GAC Deconsolidation Adjustments			Out of Period Adjustments			Restated

Gross revenue	$	104,502		$	(7,629	)	$	(790	)	$	96,083

Cost of professional services and other direct operating expenses		38,334			(2,837	)		682			36,179
Subcontract costs		18,379			(1,687	)		(717	)		15,975
Selling, general and administrative expenses		40,821			(2,601	)		(81	)		38,139
Depreciation and amortization		1,040			(46	)		-			994

Income (loss) from operations		5,928			(458	)		(674	)		4,796
Income from equity method investment		-			368			-			368
Interest income (expense)		17			12			-			29
Net foreign exchange (loss) gain		(91	)		5			-			(86	)
Proxy contest costs, net		(375	)		-			-			(375	)
Other income (expense)		(54	)		-			-			(54	)

Income before income tax provision		5,425			(73	)		(674	)		4,678
Income tax provision		2,472			117			(422	)		2,167

Net income (loss)		2,953			(190	)		(252	)		2,511

Net loss attributable to noncontrolling interests		62			250			-			312

Net income (loss) attributable to Ecology and Environment Inc.	$	3,015		$	60		$	(252	)	$	2,823

Net income per common share: basic and diluted	$	0.70								$	0.66

Weighted average common shares outstanding: basic and diluted		4,294,501									4,294,501

	Fiscal Year Ended July 31, 2016
	As Previously Reported			GAC Deconsolidation Adjustments			Out of Period Adjustments			Restated

Gross revenue	$	105,817		$	(7,530	)	$	(39	)	$	98,248

Cost of professional services and other direct operating expenses		38,912			(3,339	)		863			36,436
Subcontract costs		18,550			(1,293	)		(151	)		17,106
Selling, general and administrative expenses		43,070			(1,647	)		(453	)		40,970
Depreciation and amortization		1,143			(31	)		(70	)		1,042

Income (loss) from operations		4,142			(1,220	)		(228	)		2,694
Income from equity method investment		-			363			-			363
Interest (expense) income		(73	)		18			-			(55	)
Net foreign exchange (loss) gain		44			-			-			44
Gain on insurance settlement		358			-			-			358
Other income (expense)		(104	)		-			-			(104	)

Income (loss) before income tax provision		4,367			(839	)		(228	)		3,300
Income tax provision		3,759			(587	)		(26	)		3,146

Net income (loss)		608			(252	)		(202	)		154

Net (Income) loss attributable to noncontrolling interests		278			276			33			587

Net income (loss) attributable to Ecology and Environment Inc.	$	886		$	24		$	(169	)	$	741

Net income per common share: basic and diluted	$	0.21								$	0.17

Weighted average common shares outstanding: basic and diluted		4,289,993									4,289,993

Ecology and Environment Inc.

Consolidated Statements of Comprehensive Income

(amounts in thousands)

	Fiscal Year Ended July 31, 2017
	As Previously Reported			GAC Deconsolidation Adjustments			Out of Period Adjustments			Restated

Net income (loss) including noncontrolling interests	$	2,953		$	(190	)	$	(252	)	$	2,511
Foreign currency translation adjustments		230			(56	)		-			174
Unrealized investment losses		(18	)		-			-			(18	)

Comprehensive income (loss)		3,165			(246	)		(252	)		2,667
Comprehensive (income) loss attributable to noncontrolling interests		(25	)		315			-			290

Comprehensive income (loss) attributable to Ecology and Environment Inc.	$	3,140		$	69		$	(252	)	$	2,957

	Fiscal Year Ended July 31, 2016
	As Previously Reported			GAC Deconsolidation Adjustments			Out of Period Adjustments			Restated

Net income (loss) including noncontrolling interests	$	608		$	(252	)	$	(202	)	$	154
Foreign currency translation adjustments		(557	)		(50	)		-			(607	)
Unrealized investment (losses) gains, net		21			-			-			21

Comprehensive income (loss)		72			(302	)		(202	)		(432	)
Comprehensive (income) loss attributable to noncontrolling interests		397			323			33			753

Comprehensive income (loss) attributable to Ecology and Environment Inc.	$	469		$	21		$	(169	)	$	321

Ecology and Environment Inc.

Consolidated Statement of Cash Flows

(amounts in thousands)

	Fiscal Year Ended July 31, 2017
	As Previously Reported			GAC Deconsolidation Adjustments			Out of Period Adjustments			Restated

Cash flows from operating activities:
Net income (loss)	$	2,953		$	(190	)	$	(252	)	$	2,511
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,040			(46	)		-			994
Provision for deferred income taxes		1,924			498			(430	)		1,992
Share based compensation expense		69			-			-			69
Tax impact of share-based compensation		(6	)		-			-			(6	)
Gain on sale of assets and investment securities		(81	)		-			-			(81	)
Net recovery of contract adjustments		(1,178	)		-			-			(1,178	)
Net bad debt expense (recovery)		244			(80	)		-			164
Changes in:
- contract receivables		(686	)		131			1,127			572
- other current assets		(39	)		(168	)		29			(178	)
- income tax receivable		(376	)		(503	)		1,013			134
- equity method investment		-			(158	)		-			(158	)
- other non-current assets		(14	)		(471	)		-			(485	)
- accounts payable		1,160			(185	)		(716	)		259
- accrued payroll costs		(295	)		266			(81	)		(110	)
- income taxes payable		(89	)		3			-			(86	)
- billings in excess of revenue		(498	)		420			-			(78	)
- other accrued liabilities		269			(629	)		317			(43	)
Net cash provided by (used in) operating activities		4,397			(1,112	)		1,007			4,292

Cash flows from investing activities:
Purchase of property, building and equipment		(721	)		52			-			(669	)
Proceeds from sale of subsidiaries		75			-			-			75
Proceeds from sale of building and equipment		1,495			-			-			1,495
Purchase of investment securities		(29	)		(1	)		-			(30	)
Net cash provided by (used in) investing activities		820			51			-			871

Cash flows from financing activities:
Dividends paid		(1,720	)		-			-			(1,720	)
Proceeds from debt		200			-			-			200
Repayment of debt		(241	)		-			-			(241	)
Net borrowings (repayment) of lines of credit		246			(207	)		-			39
Distributions to noncontrolling interests		(680	)		672			-			(8	)
Net cash (used in) provided by financing activities		(2,195	)		465			-			(1,730	)

Effect of exchange rate changes on cash and cash equivalents		160			(30	)		(357	)		(228	)

Net increase (decrease) in cash, cash equivalents and restricted cash		3,182			(626	)		650			3,205
Cash, cash equivalents and restricted cash at beginning of period		10,161			(219	)		(12	)		9,930

Cash, cash equivalents and restricted cash at end of period	$	13,343		$	(845	)	$	638		$	13,135

	Fiscal Year Ended July 31, 2016
	As Previously Reported			GAC Deconsolidation Adjustments			Out of Period Adjustments			Restated

Cash flows from operating activities:
Net income (loss)	$	608		$	(252	)	$	(202	)	$	154
Adjustments to reconcile net income to net cash provided by operating activities:
Impairment of long-lived assets		375			-			-			375
Depreciation and amortization		1,143			(31	)		(70	)		1,042
Provision for deferred income taxes		1,697			(434	)		(26	)		1,237
Share based compensation expense		37			-			(9	)		28
Loss on sale of assets and investment securities		135			-			-			135
Net recovery of contract adjustments		(910	)		-			-			(910	)
Net bad debt expense (recovery)		453			-			-			453
Changes in:
- contract receivables		7,394			303			26			7,723
- other current assets		(400	)		19			(245	)		(626	)
- income tax receivable		(329	)		-			(61	)		(390	)
- equity method investment		-			(150	)		-			(150	)
- other non-current assets		42			(47	)		-			(5	)
- accounts payable		(3,157	)		27			341			(2,789	)
- accrued payroll costs		(1,909	)		333			146			(1,430	)
- income taxes payable		40			(62	)		60			38
- billings in excess of revenue		607			(462	)		-			145
- other accrued liabilities		(29	)		110			28			109
Net cash provided by (used in) operating activities		5,797			(646	)		(12	)		5,139

Cash flows from investing activities:
Purchase of property, building and equipment		(722	)		30			-			(692	)
Proceeds from sale of subsidiaries		150			-			-			150
Proceeds from sale of building and equipment		5			-			-			5
Proceeds from maturity of investments		26			-			-			26
Purchase of investment securities		(55	)		-			-			(55	)
Net cash (used in) provided by investing activities		(596	)		30			-			(566	)

Cash flows from financing activities:
Dividends paid		(2,066	)		-			-			(2,066	)
Proceeds from debt		6			-			-			6
Repayment of debt		(547	)		-			-			(547	)
Net borrowings (repayment) of lines of credit		(380	)		218			-			(162	)
Distributions to noncontrolling interests		(530	)		185			-			(345	)
Net cash (used in) provided by financing activities		(3,517	)		403			-			(3,114	)

Effect of exchange rate changes on cash and cash equivalents		(226	)		(6	)		-			(232	)

Net increase (decrease) in cash, cash equivalents and restricted cash		1,458			(219	)		(12	)		1,227
Cash, cash equivalents and restricted cash at beginning of period		8,703			-			-			8,703

Cash, cash equivalents and restricted cash at end of period	$	10,161		$	(219	)	$	(12	)	$	9,930