UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
[ ] TRANSITION REPORT REQUIRED PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File Number 1-9065
Ecology and Environment, Inc. 401(k) Plan
-----------------------------------------
(Full title of the Plan)
368 Pleasant View Drive, Lancaster, New York 14086
--------------------------------------------------
(Address of the Plan)
Ecology and Environment, Inc.
-----------------------------
(Name of issuer of the securities held pursuant to the Plan)
368 Pleasant View Drive, Lancaster, New York 14086
--------------------------------------------------
(Address of principal executive office)
REQUIRED INFORMATION
--------------------
ITEM 1. Not applicable.
ITEM 2. Not applicable.
ITEM 3. Not applicable
ITEM 4. FINANCIAL STATEMENTS OF THE PLAN
The Financial Statements of the Ecology and Environment, Inc. 401(k) plan
the "Plan") for the fiscal years ended December 31, 2005 and 2004, together
with the report of Schneider Downs & Co., Inc., Independent Registered Public
Accounting Firm, is included in this Annual Report on Form 11-K, and are by
specific reference incorporated herein and filed as a part hereof. The
Financial Statements and the Notes thereto are presented in lieu of the
financial statements required by Items 1, 2 and 3 of Form 11-K. The Plan is
subject to the requirements of the Employee Retirement Income Security Act of
1974 (ERISA).
EXHIBIT
-------
Exhibit Number Description of Exhibit
-------------- ----------------------
23.1 Consent of Schneider Downs & Co. Inc.,
Independent Registered Public
Accounting Firm
EXPLANATION OF FIRST AMENDMENT
------------------------------
The Registrant, Ecology and Environment, Inc., (the "Company" or "EEI"),
filed a Form 11-K on June 30, 2006 with the Securities and Exchange
Commission, (the "SEC"). In that filing, Exhibit 23.1, the Consent of
their Independent Registered Public Accounting Firm, Schneider Downs & Co.,
Inc., was inadvertently omitted. In this First Amendment Form 11-K is
presented herewith in its entirety.
Ecology and Environment, Inc.
401(k) Plan
Index to Financial Statements and Supplemental Schedule
December 31, 2005 and 2004
----------------------------------------------------------------------------
Page
----
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
Supplemental Schedule:
Schedule H, line 4i - Schedule of Assets (Held at End of Year) 9
Page 1
------
Report of Schneider Downs & Co., Inc.
Independent Registered Public Accounting Firm
-------------------------------------------------------
To the Participants and Administrator of the
Ecology and Environment, Inc. 401(k) Plan
Lancaster, New York
We have audited the accompanying statements of net assets available for
benefits of Ecology and Environment, Inc. 401(k) Plan as of December 31, 2005
and 2004, and the related statements of changes in net assets available for
benefits for the years then ended and the supplemental schedule of assets
(held at end of year) as of December 31, 2005. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 2005 and 2004, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
(held at end of year) as of December 31, 2005 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for reporting and disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/Schneider Downs & Co., Inc.
Pittsburgh, Pennsylvania
May 12, 2006
Page 2
------
Ecology and Environment, Inc.
401(k) Plan
Statements of Net Assets Available for Benefits
December 31,
----------------------------------------------------------------------------
2005 2004
------------ ------------
Assets
------
Investments, at fair value (see Note 5) $20,642,655 $19,300,633
Participant contributions receivable --- 74,174
Due from broker 14,929 ---
Dividends receivable 8,871 4,965
------------ ------------
Total assets $20,666,455 $19,379,772
Liabilities
-----------
Excess contributions 32,258 ---
Other liabilities 73
------------ ------------
Total liabilities 32,258 73
------------ ------------
Net assets available for benefits $20,634,197 $19,379,699
============ ============
See accompanying notes to the financial statements.
Page 3
------
Ecology and Environment, Inc.
401(k) Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31,
----------------------------------------------------------------------------
2005 2004
----------- ------------
Additions:
Additions to net assets:
Interest $ 17,558 $ 16,114
Dividends 644,721 353,913
Net appreciation in fair value of
investments (see Note 5) 384,715 1,502,113
------------ ------------
1,046,994 1,872,140
Contributions:
Participant 1,929,737 2,104,083
Rollovers 97,034 197,473
------------ ------------
2,026,771 2,301,556
Total additions 3,073,765 4,173,696
------------ ------------
Deduction from net assets:
Benefits paid to participants 1,807,767 1,381,094
Administrative expenses 11,500 12,604
------------ ------------
Total deductions 1,819,267 1,393,698
------------ ------------
Net increase 1,254,498 2,779,998
Net assets available for benefits:
Beginning of year 19,379,699 16,599,701
------------ ------------
End of year $20,634,197 $19,379,699
============ ============
See accompanying notes to the financial statements.
Page 4
------
Ecology and Environment, Inc.
401(k) Plan
Notes to Financial Statements
December 31, 2005 and 2004
----------------------------------------------------------------------------
1. Description of Plan
-------------------
The following description of the Ecology and Environment 401(k) Plan
(the Plan) is provided for general information purposes only. Participants
should refer to the Plan agreement for a more comprehensive description of
the Plan's provisions.
General
-------
The Plan was established January 1, 1994 as a defined-contribution plan
to cover all eligible employees of Ecology and Environment, Inc. (the
Company). Beginning August 1, 2002 the hours of service requirement was
eliminated and employees age twenty-one or older are immediately eligible to
participate in the plan during the month following their date of hire.
Contributions to the Plan were not permitted prior to July 1, 1994. The Plan
is subject to the provisions of the Employee Retirement Income Security Act
of 1974.
Contributions
-------------
Participants may elect to make voluntary contributions subject only to
the limitations of the Internal Revenue Code. The elective deferral
percentage may be modified the first day of any month. Upon enrollment in
the Plan, a participant may direct their contributions in any combination of
the seventeen investment options in at least 10 percent increments in each
option selected.
The Company may make contributions in the form of matching contributions
and/or an annual discretionary contribution fixed by appropriate action of
the Company. There were no Company contributions for the 2005 and 2004 plan
years.
Participant accounts
--------------------
Each participant's account is credited with the participant's
contribution and allocations of the Company's contribution (if any) and
the Plan earnings, and charged with an allocation of administrative expenses.
Allocations are based on participant account balances, as defined in the
Plan documents. The benefit to which a participant is entitled is the
participant's vested account balance.
Vesting
-------
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching and discretionary
contribution portion of their accounts plus actual earnings thereon is based
on years of continuous service. A participant is 100% vested in the Company
contributions after five years of credited service. There is no partial
vesting.
Page 5
------
Participant loans
-----------------
Participants may borrow from their account a minimum of $1,000 with a
maximum equal to the lesser of $50,000 or 50% of their vested account
balance. Loan transfers are treated as a transfer to (from) the investment
fund from (to) the Loan Fund. Loan terms range from one to five years or a
reasonable period of time determined when the loan is made for the purchase
of a primary residence. The loans are collateralized by the balance in the
participant's account and bear interest at a rate commensurate with local
prevailing rates as determined by the Plan Administrator. Principal and
interest are paid ratably through bi-weekly payroll deductions.
Payment of benefits
-------------------
On termination of service due to death, disability, or retirement, a
participant may elect to receive either a lump-sum amount equal to the value
of the participant's vested interest in his or her account, or monthly,
quarterly, semi-annual or annual installments over a period not to exceed
the life of the participant or the life of a designated beneficiary.
Administration
--------------
The Plan is administered by the Company. The Company has selected MFS
to be the Recordkeeper of the Plan and Reliance Trust Company as the Trustee.
Administrative expenses are paid by the participants and the Company.
An asset-based fee is paid by the participants on an annual basis. This
amount is deducted from participant accounts and placed in a holding
account, which is merged with the MFS Fixed Fund. Any remaining
administrative expenses in excess of the amounts which are set aside by the
Plan are paid by the Company.
2. Summary of Accounting Policies
------------------------------
Basis of Accounting:
The financial statements of the Plan are prepared under the accrual
method of accounting.
Investments and Related Transactions:
The Plan's investments are reflected at current market value as measured
by quoted market prices in an active market or as determined in good faith
by the Trustee. Shares of mutual funds are valued at the net asset value of
shares held by the Plan at year-end. Net appreciation/(depreciation) in fair
value of investments includes both realized gains and losses and unrealized
appreciation/(depreciation). Interest and dividend income is recognized as
earned. Investment transactions are accounting for on the trade date.
Participant loans are valued at cost, which approximates fair value.
Page 6
------
Payment of Benefits:
Benefits are recorded when paid.
Use of Estimates:
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the Plan Administrator to
make estimates and assumptions that affect the reported amounts of net
assets and disclosures of contingent net assets at the date of the financial
statements and the reported amounts of changes in net assets during the
reporting period. Actual results could differ from those estimates.
Reclassifications:
Certain 2004 amounts have been reclassified to conform to the 2005
presentation.
3. Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
4. Tax Status
----------
The Plan Administrator has not applied to the Internal Revenue Service
for a determination letter for the Plan. The Plan was based upon a prototype
plan designed by MFS Retirement Services, Inc. and received a favorable
determination letter dated April 23, 2002. The Plan has been amended since
receiving the determination letter. However, the Plan Administrator and the
Plan's legal counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been included in
the Plan's financial statements.
Page 7
------
5. Investments
-----------
The following presents investments that represent five percent or more
of the Plan's net assets at December 31, 2005 and 2004:
2005 2004
------------ ------------
DWS Equity 500 Index Fund, 26,250 and
0 shares, respectively $3,671,114 $ --- *
MFS Value Fund, 147,069 and 142,707 shares,
respectively 3,404,643 3,302,239
MFS Mid Cap Growth Fund, 355,056 and 394,004
shares, respectively $ 3,259,414 $ 3,522,397
MFS Fixed Fund - Institutional, 2,295,849
and 2,290,818 shares, respectively 2,295,849 2,290,818
MFS Core Growth Fund, 95,047 and 102,642
shares, respectively 1,670,922 1,695,641
Fidelity Low Price Stock Fund, 33,241 and
25,348 shares, respectively 1,357,551 1,020,238
MFS Research Bond Fund, 117,396 and 112,680
shares, respectively 1,188,049 1,178,629
Templeton Foreign Fund, 88,095 and 68,148
shares, respectively 1,117,045 838,218*
Scudder Equity 500 Index Fund, 0 and 25,423
shares, respectively --- * 3,449,887
------------ ------------
Subtotal 17,964,587 17,298,067
------------ ------------
Participant loan, 5.00% - 10.50% 232,859 269,308
Ecology and Environment, Inc. Common Stock,
50,496 and 29,205 shares, respectively 450,424 229,259
Other 1,994,785 1,503,999
------------ ------------
Total investments $20,642,655 $19,300,633
============ ============
* Less than 5%, presented for comparative purposes.
The Plan's investments for the years ended December 31, 2005 and 2004
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated (depreciated) in value as follows:
2005 2004
------------ ------------
Mutual funds $ 316,002 $ 1,560,043
Ecology and Environment, Inc. Common Stock 68,713 (57,930)
------------ ------------
$ 384,715 $ 1,502,113
============ ============
Page 8
------
6. Transactions with Parties-in-Interest
As of December 31, 2005 and 2004, the Plan held certain securities
issued by the Company as follows:
December 31, 2005 December 31, 2004
Number of Fair Number of Fair
shares value shares value
--------------------- ---------------------
Ecology and Environment, Inc.
Common Stock 50,496 $ 450,424 29,205 $ 229,259
Dividends on Ecology and Environment, Inc. Common Stock amounted to $15,571
and $9,524 during the years ended December 31, 2005 and 2004, respectively.
Certain plan investments are shares of mutual funds and pooled separate
accounts offered by MFS Retirement Services, Inc. (MFS). MFS is also
recordkeeper of the plan and custodian of all investments other than Company
stock. As of December 31, 2005 and 2004, the Plan held the following
investments offered by MFS:
December 31, 2005 December 31, 2004
Number of Fair Number of Fair
shares value shares value
--------------------- ---------------------
Value Fund 147,069 $3,404,643 142,707 $3,302,239
Mid Cap Growth Fund 355,056 3,259,414 394,004 3,552,397
Fixed Fund - Institutional 2,295,849 2,295,849 2,290,818 2,290,818
Core Growth Fund 95,047 1,670,922 102,642 1,695,641
Research Bond Fund 117,396 1,188,049 112,680 1,178,629
Total Return Fund 41,150 632,476 30,043 480,684
Aggressive Growth Allocation
Fund 21,783 307,354 14,622 196,516
New Discovery Fund 10,458 179,459 9,868 161,828
Growth Allocation Fund 11,071 150,117 7,620 99,827
Moderate Allocation Fund 9,074 114,064 7 681 94,478
Money Market 68,442 68,442 52,759 52,759
Consecutive Allocation Fund 3,827 44,082 1,668 18,998
During the years ended December 31, 2005 and 2004 the Plan's investments with
MFS (including gains and losses on investments bought and sold, as well as
held during the year) appreciated in value by $134,901 and $1,053,061,
respectively.
Page 9
------
Ecology and Environment, Inc.
401(k) Plan
EIN: 16-0971022
Plan Number: 003
Schedule H - line 4i - Schedule of Assets (Held at End of Year)
---------------------------------------------------------------
(c) Description of
(b)Identity of Investment Including
Issue Borrow, Maturity Date,
Lessor or Collateral, Par, or (e) Current
(a) Shares Similar Party Maturity Value (d) Cost Value
------ ---------------- ------------------------ -------- -----------
MFS Retirement Services, Inc.
-----------------------------
* 147,069 MFS Value Fund ** $ 3,404,643
* 355,056 MFS Mid Cap Growth Fund ** 3,259,414
* 2,295,849 MFS Fixed Fund - Institutional ** 2,295,849
* 95,047 MFS Core Growth Fund ** 1,670,922
* 117,396 MFS Research Bond Fund ** 1,188,049
* 41,150 MFS Total Return Fund ** 632,476
* 21,783 MFS Aggressive Growth Allocation Fund ** 307,354
* 10,458 MFS New Discovery Fund ** 179,459
* 11,071 MFS Growth Allocation Fund ** 150,117
* 9,074 MFS Moderate Allocation ** 114,064
* 68 442 MFS Money Market ** 68,442
* 3,827 MFS Conservative Allocation Fund ** 44,082
-----------
13,314,871
Other Investments:
------------------
26,250 DWS Equity 500 Index Fund ** 3,671,114
88,095 Templeton Foreign Fund ** 1,117,045
33,241 Fidelity Low Price Stock Fund ** 1,357,551
* 50,496 Ecology and
Environment, Inc. Common Stock ** 450,424
* --- Participant Loans (5.00% - 10.50%) -0- 232,859
371,978 --- Brokerage Access Account ** 371,978
4,237 Domini Social Equity Fund ** l26,813
-----------
$20,642,655
===========
* Indicates parties-in-interest to the Plan
** Cost is not required to be presented for participant directed investments.
SIGNATURE
---------
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrator has duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
Ecology and Environment, Inc.
401(k) Plan
-----------------------------
(Name of Plan)
By: Ecology and Environment, Inc.
401(k) Plan Committee
Plan Administrator
By: /s/RONALD L. FRANK
-----------------------------
RONALD L. FRANK
COMMITTEE MEMBER
DATE: June 30, 2006