8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 3, 2010

MICHAEL BAKER CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

1-6627	25-0927646
(Commission File Number)	(IRS Employer Identification No.)
100 Airside Drive
Moon Township, Pennsylvania	15108
(Address of Principal Executive Offices)	(Zip Code)

(412) 269-6300

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

     As reported in Current Report on Form 8-K filed by Michael Baker Corporation (the “Company”) on May 5, 2010, the Company completed the acquisition of The LPA Group Incorporated, The LPA Group of North Carolina, The LPA Group, P.C., The LPA Design Group, Inc., Horizon Architects, P.C., LPACIFIC Group Incorporated, and LPA Group of Canada Inc. (collectively, “The LPA Group”) on May 3, 2010.

     This Form 8-K/A, Amendment No. 1, is being filed to amend item 9.01 of the initial Form 8-K. This amendment provides the audited historical financial statements and the unaudited interim historical financial statements of The LPA Group as required by Item 9.01(a) and the unaudited pro forma financial information required by Item 9.01(b), which financial statements and information were not included in the Form 8-K on May 5, 2010.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

     The required audited combined financial statements of The LPA Group as of and for the year ended December 31, 2009 are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by reference.

     The required unaudited combined financials statements of The LPA Group as of March 31, 2010 and for the three months ended March 31, 2010 and 2009 are attached hereto as Exhibit 99.4 and are incorporated in their entirety herein by reference.

(b) Pro Forma Financial Information

     The required unaudited pro forma financial information as of and for the three months ended March 31, 2010 and for the year ended December 31, 2009 are attached hereto as Exhibit 99.5 and are incorporated in its entirety herein by reference.

(d) The following exhibits are furnished with this report on Form 8-K.

Exhibit No.	Description
10.1	Stock Purchase Agreement, dated as of May 3, 2010, by and among The LPA Group Incorporated, Arthur E. Parrish, Robert Glenn Lott, Arthur E. Parrish, as Shareholders’ Representative, and Michael Baker Corporation.*
23.1	Consent of Independent Certified Public Accountants
99.1	Press release dated May 4, 2010.*
99.2	Investor Webcast dated May 4, 2010. *
99.3	Combined Financial Statements and Report of Independent Certified Public Accountants, The LPA Group, December 31, 2009
99.4	Condensed Combined Financial Statements, The LPA Group, March 31, 2010 and 2009
99.5	Unaudited Pro Forma Condensed Combined Financial Information

* Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 5, 2010.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MICHAEL BAKER CORPORATION
By:	/s/ Michael J. Zugay
	Michael J. Zugay
	Executive Vice President and Chief Financial Officer

Date: July 15, 2010

EXHIBIT INDEX

Exhibit No.	Description
10.1	Stock Purchase Agreement, dated as of May 3, 2010, by and among The LPA Group Incorporated, Arthur E. Parrish, Robert Glenn Lott, Arthur E. Parrish, as Shareholders’ Representative, and Michael Baker Corporation.*
23.1	Consent of Independent Certified Public Accountants
99.1	Press release dated May 4, 2010.*
99.2	Investor Webcast dated May 4, 2010. *
99.3	Combined Financial Statements and Report of Independent Certified Public Accountants, The LPA Group, December 31, 2009
99.4	Condensed Combined Financial Statements, The LPA Group, March 31, 2010 and 2009
99.5	Unaudited Pro Forma Condensed Combined Financial Information

* Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 5, 2010.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated April 2, 2010 with respect to the financial statements of THE LPA GROUP INCORPORATED, THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C., THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C., LPACIFIC GROUP INCORPORATED, and THE LPA GROUP OF CANADA INC included in the Form 8-K/A of Michael Baker Corporation (the registrant) dated May 3, 2010. We hereby consent to the incorporation by reference of said report in the Registration Statement of Michael Baker Corporation on Forms S-8 (Nos. 333-05987, 333-59941, 033-62887, 333-69306, 333-123232).

/s/ BURKETT BURKETT & BURKETT CPAs, P.A. West Columbia, South Carolina

July 14, 2010

EX-99.3

Exhibit 99.3

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A.,
THE LPA GROUP, P.C., THE LPA DESIGN GROUP, INC.,
HORIZON ARCHITECTS, P.C., LPACIFIC GROUP INCORPORATED,
AND THE LPA GROUP OF CANADA INC

COMBINED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2009

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED AND THE LPA GROUP OF CANADA INC
TABLE OF CONTENTS

DECEMBER 31, 2009

	PAGE
INDEPENDENT AUDITORS’ REPORT	1-2
FINANCIAL STATEMENTS:
Combined Balance Sheet	3-4
Combined Statement of Income	5
Combined Statement of Changes in Stockholders’ Equity	6
Combined Statement of Cash Flows	7
Combined Notes to Financial Statements	8-19
SUPPLEMENTARY DATA:
Combined Schedule of Direct Expenses	20
Combined Schedule of Indirect Expenses	21

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors
THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A.,
THE LPA GROUP, P.C., THE LPA DESIGN GROUP, INC.,
HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND
THE LPA GROUP OF CANADA INC
Columbia, South Carolina

We have audited the accompanying combined balance sheet of THE LPA GROUP INCORPORATED, THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C., THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C., LPACIFIC GROUP INCORPORATED, and THE LPA GROUP OF CANADA INC as of December 31, 2009, and the related combined statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined 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 audit provides a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of THE LPA GROUP INCORPORATED, THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C., THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C., LPACIFIC GROUP INCORPORATED, and THE LPA GROUP OF CANADA INC as of December 31, 2009, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic combined financial statements taken as a whole. The supplementary data listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic combined financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic combined financial statements, and in our opinion, is fairly stated in all material respects in relation to the basic combined financial statements taken as a whole.

/s/ BURKETT BURKETT & BURKETT BURKETT BURKETT & BURKETT

Certified Public Accountants, P.A.

West Columbia, South Carolina

April 2, 2010

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED BALANCE SHEET

DECEMBER 31, 2009

ASSETS
Current assets:
Cash and cash equivalents				$	3,068,107
Accounts receivable:
Trade — less allowance for doubtful accounts of $234,506	$	11,402,187
Unbilled revenue		8,031,802
Costs and estimated earnings in excess of billings		890,394
Other		52,097			20,376,480
Other current assets:
Prepaid income taxes		61,153
Prepaid expenses		568,730			629,883
Total current assets					24,074,470
Property and equipment
Autos and trucks		153,128
Capitalized leased vehicles		759,282
Furniture and fixtures		2,046,073
Machinery and equipment		7,647,820
Leasehold improvements		94,446
		10,700,749
Less accumulated depreciation		(6,671,391	)		4,029,358
Other assets:
Deposits		126,666
Investment — affiliate		48,146
Investments — other		14,400
Accounts receivable — related party		162,405
Retainage receivable		381,823			733,440
Total assets				$	28,837,268

The accompanying notes to the financial statements are an integral part of this statement.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED BALANCE SHEET

DECEMBER 31, 2009

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt				$	1,000,020
Accounts payable and accrued expenses:
Trade & accrued consultants	$	5,228,580
Billings in excess of costs and estimated earnings		4,352,675
Payroll liabilities		2,104,608
Retirement contribution		568,791
Accrued leave		543,603			12,798,257
Deferred income taxes — current					3,817,673
Total current liabilities					17,615,950
Long term liabilities:
Notes payable — long-term		5,833,250
Obligations under capital leases		759,282
Due to affiliate		3,770,000
Deferred compensation expense		627,782
Reserves		53,000			11,043,314
Total liabilities					28,659,264
Stockholders’ equity:
Common stock (1,000,000 shares, authorized, 487,924 shares issued and outstanding)		201,910
Cost of 296,971 shares of common stock held by the Company (Note L)		(18,352,689	)
Additional paid-in capital		2,281,227
Retained earnings		16,047,556			178,004
Total liabilities and stockholders’ equity				$	28,837,268

The accompanying notes to the financial statements are an integral part of this statement.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED STATEMENT OF INCOME AND COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2009

Fees earned				$	91,867,134
Operating expenses
Direct labor	$	21,544,610
Direct consultants		28,076,553
Other direct expenses		2,691,310
Subtotal direct expenses					52,312,473
Indirect labor		18,192,320
Other indirect expenses		17,072,706
Subtotal indirect expenses					35,265,026
Income from operations					4,289,635
Other income / (expenses):
Interest income		33,160
Gain on sale		64
Income from unconsolidated affiliate joint venture partnership		1,272,903
Miscellaneous income		16,062
Interest expense		(208,405	)		1,113,784
Income before income taxes					5,403,419
Provision for income taxes:
Income tax expense		(1,160,006	)
Deferred income tax expense		(853,638	)		(2,013,644	)
Net income				$	3,389,775

The accompanying notes to the financial statements are an integral part of this statement.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

YEAR ENDED DECEMBER 31, 2009

						Additional
	Common		Treasury			Paid In		Retained
	Stock		Stock			Capital		Earnings		Total
Balance, beginning of year	$	201,910	$	(18,213,529	)	$	1,428,902	$	12,657,781	$	(3,924,936	)
Net income		—		—			—		3,389,775		3,389,775
Stock purchase		—		(139,160	)		—		—		(139,160	)
Stock sales		—		—			852,325		—		852,325
Balance, end of year	$	201,910	$	(18,352,689	)	$	2,281,227	$	16,047,556	$	178,004

The accompanying notes to the financial statements are an integral part of this statement.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2009

Cash flows from operating activities
Net income				$	3,389,775
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	$	947,515
Net increase in receivables		(4,958,563	)
Net decrease in other current assets		635,401
Net decrease in other assets		(78,940	)
Net increase accounts in payables and accrued expense		2,580,850
Net decrease in other long term liabilities		(1,132,111	)
Net increase in deferred income taxes		641,607			(1,364,241	)
Net cash provided by operating activities					2,025,534
Cash flows from investing activities:
Proceeds from the sale of equipment		16,466
Purchase of property and equipment		(1,560,614	)
Purchase of vehicles under capital lease		(759,282	)
Net cash used by investing activities					(2,303,430	)
Cash flows from financing activities:
Principal payments on long term debt		(1,000,020	)
Proceeds from capital lease obligations		759,282
Sale of common stock		852,325
Purchase of treasury stock		(139,160	)
Net cash used for financing activities					472,427
Net increase in cash and cash equivalents					194,531
Cash and cash equivalents, beginning of year					2,873,576
Cash and cash equivalents, end of year				$	3,068,107
Supplemental disclosure
Cash paid for:
Income taxes				$	1,160,006
Interest				$	208,405

The accompanying notes to the financial statements are an integral part of this statement.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

Note A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principals of Combination:

The combined financial statements include the accounts of the following commonly owned corporations (the Company):

THE LPA GROUP INCORPORATED

THE LPA GROUP OF NORTH CAROLINA, P.A.

THE LPA GROUP, P.C.

THE LPA DESIGN GROUP, INC.

HORIZON ARCHITECTS, P.C.

LPACIFIC GROUP INCORPORATED

THE LPA GROUP OF CANADA INC

Investments in joint ventures, over which the Company exercises significant influence, are accounted for under the equity method. The Company renders services to its joint ventures and records revenues in the period in which such services are provided. All intercompany balances and transactions have been eliminated in consolidation.

Nature of Operations:

The Company is an engineering, architectural and planning firm specializing in the construction of airports, highways, bridges and other transportation infrastructure. The Company’s fees are derived from a variety of clients, the majority of whom are federal, state and local governments.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Revenue Recognition:

Revenues from fixed-price and modified fixed-price contracts are recognized on the percentage-of-completion method of accounting, measured by the percentage of labor hours incurred to date to estimated total labor hours for each contract. This method is used because management considers labor hours expended to be the best available measure of progress on these contracts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned measured by the cost-to-cost method.

Contract costs include all direct labor, direct reimbursable consultants and direct reimbursable expenses. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in estimated profitability including contract settlements may result in revisions to costs and revenues and are recorded using the cumulative catch-up method. Provisions for estimated losses on uncompleted contracts are recorded during the period in which such losses become evident. An amount equal to contract costs attributable to claims is included in revenues when realization is probable and the amount can be reliably determined. Award fees are recorded as revenues when the amounts are both probable and reasonably estimatable.

Unbilled revenues on contracts in progress in the accompanying balance sheet represents unbilled amounts earned and reimbursable under contracts in progress. These amounts become billable according to the contract terms, which consider the passage of time, achievement of certain milestones or completion of the project. The majority of contracts contain terms that permit these unbilled amounts to be invoiced in the month after the related contract direct costs are incurred.

The asset, “Cost and Estimated Earnings in Excess of Billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Billings in Excess of Costs and Estimated Earnings on uncompleted contracts,” represents billings in excess of revenues recognized.

Estimates:

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those, which result from using such estimates. The use of estimates is an integral part of determining labor hours to complete under the percentage-of-completion method of accounting for contracts. Results of any changes in accounting estimates are reflected in the period in which the changes become evident.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Cash and cash equivalents:

For the purposes of the Statement of Cash Flows the company considers cash in banks, cash on hand and securities that are classified as available for sale securities under the Investments-Debt and Equity Securities Topic of the FASB Accounting Standards Codification, and recorded at fair market value as cash.

Fair Value of Financial Instruments

The carrying amount of the Company’s cash and cash equivalents, receivables, unbilled revenues, accounts payable and other liabilities approximate their fair value due to the short-term nature or relative liquidity of the instruments.

Receivables and Allowance for doubtful accounts:

The Company provides an allowance for doubtful accounts and thus bad debt expense is based upon management’s review and evaluation of outstanding accounts receivable.

Prepaid Insurance

Prepaid Insurance is being amortized over the life of the respective policies.

Property and equipment:

Property and equipment consists of furniture, office equipment, vehicles and leasehold improvements and are stated at cost. The estimated useful lives typically are 3 to 10 years on furniture, office equipment and vehicles. Leasehold improvements are amortized on a straight line basis over the shorter of the lease term or the estimated useful life of the asset. Assets held under capital leases are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Assets under capital lease represent vehicles leased by the Company. Maintenance and repairs are charged to expense as incurred, and betterments are capitalized. Gains or losses on disposals are credited or charged to other income and expenses.

Depreciation:

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Depreciation expense for the year ended December 31, 2009 was $947,515.

Treasury stock:

Treasury stock acquisition is accounted for using the cost method.

Advertising:

Advertising costs are expensed as incurred. Advertising expense was $29,766 during the year ended December 31, 2009.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Income taxes:

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes that are related primarily to differences in the revenue recognition methods employed for tax reporting purposes and book purposes for income tax purposes. The Company recognizes revenue under the cash method as a personal service corporation and uses allowable income tax accelerated depreciation method. The deferred taxes represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.

The calculation of these deferred tax assets and liabilities require interpretation of tax laws and regulation and from time to time results in the use of judgments and estimates that could cause the tax liability to differ from the amounts recorded. The Company does not consider the effects of future changes in tax laws or rates in the current period.

The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions. The Company is no longer subject to United States federal or state income tax examinations by tax authorities for years prior to 2004.

Effective January 1, 2009 the Company adopted the provisions of the Income Taxes Topic of the FASB Accounting Standards Codification. The Income Taxes Topic of the FASB Accounting Standards Codification prescribes a recognition threshold and measurement principals for the financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return that are not certain to be realized. The implementation of the Income Taxes Topic of FASB Accounting Standards Codification had no impact on the Company’s financial statements.

Note B — CASH CONCENTRATIONS:

The Company maintains its cash deposits with the National Bank of South Carolina. As of December 31, 2009, deposits in the bank exceeded FDIC general deposit insurance limits by approximately $5,816,474, but are fully guaranteed by the FDIC through June 30, 2010 under the Transaction Account Guarantee Program. Coverage under this program is in addition to and separate from the coverage available under the FDIC’s general deposit insurance rules. The Company has not experienced any losses in such accounts, and believes that it is not exposed to any significant credit risk to cash.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note C — INVESTMENT IN AFFILIATE:

The Company’s investment in affiliate of $48,145 consists of an initial capital investment in, and the undistributed net earnings from, its one third interest in Louisiana TIMED Managers (LTM), a joint venture formed to manage a Louisiana Department of Transportation and Development (DOTD) transportation construction contract. During the year ended December 31, 2009, the Company advanced $7,680,725 to LTM in labor and overhead related to the contract. As of December 31, 2009, $455,875 remains uncollected. The Company has recognized $1,286,363 as income from unconsolidated affiliate joint venture partnership during the year ended December 31, 2009.

Conversely, the members are required to reimburse LTM for general and administrative expenses of the joint venture and for the purchase of fixed assets. As of December 31, 2009, the Company did not have a payable to LTM.

To date, the Company has received advance distributions totaling $3,770,000 from LTM. These distributions represent advances from billings in excess of costs and estimated profits of the joint venture. These advances bear no interest and have no specific repayment terms.

The Company includes equity income from unconsolidated joint ventures as a component of other income as this income is derived from entities taxes as partnerships.

Summary financial information for LTM as of, and for the period ending, December 31, 2009, is presented in the following table. LTM recognizes revenues from construction contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract.

Current assets	$	9,656,710
Other assets		11,584,593
Current liabilities		21,096,868
Equity		144,435
Contract revenues		27,237,126
Contract expenses		23,418,416
Other income		40,378
Net income		3,859,088

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note D — NOTES PAYABLE TO BANK AND LONG-TERM DEBT:

The Company has a line of credit agreement with NBSC for an open ended credit of $5,500,000. The agreement provides for variable interest to accrue at the banks prime interest rate with interest paid monthly. The line is secured by accounts receivable and property and equipment of the Company. The Company did not draw on the line in 2009. The line is due to renew on May 22, 2010.

Long-term debt at December 31, 2009 is as follows:

Note payable, NBSC, LIBOR plus 230 basis points, due in monthly installments of $83,335, plus interest, through November 2016, secured by accounts receivable and property, plant and equipment of the Company. The interest rate at December 31, 2009 was 4.92%.	$	6,833,270
Obligations under Capital Leases, 1.861% to 2.806% interst rate, due in monthly rental payments, each vehicle lease for a minimum of 367 days, secured by vehicle.		759,282
Less current portion long-term note payable		( 1,000,020	)
	$	6,592,532

The line and note payable are subject to various covenants with the Bank. As of December 31, 2009 the Company was in compliance with or had received waivers for compliance with these Bank loan covenants.

The five year maturity of long-term debt and future minimum lease payments under capital leases as of December 31, 2009, is as follows:

Year Ending
December 31	Amount
2010	$	1,340,322
2011		1,236,104
2012		1,157,601
2013		1,025,335
2014		1,000,020
Thereafter		1,833,170
	$	7,592,552

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,

LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note E — DEFERRED INCOME TAXES:

The provision for income taxes for the year ended December 31, 2009 consists of the following:

Income tax expense	$	1,160,006
Deferred income tax expense		853,638
Provision for income tax	$	2,013,644
The tax effects of temporary differences and carry forwards that give rise to significant portions of deferred tax assets and liabilities consist of the following:
Deferred tax assets:
Trade and other payables	$	3,071,126
Billings in excess		1,629,337
Liabilities and reserves		410,552
Total	$	5,111,015
Deferred tax liabilities
Trade receivables	$	7,495,893
Prepaid expenses		212,893
Cost in excess		333,301
Property, plant & equipment		886,601
Total	$	8,928,688
Deferred tax Liability	$	3,817,673

The Income Taxes Topic of the FASB Accounting Standards Codification requires the following disclosure of the Company’s total deferred tax assets and liabilities:

	Federal			State			Total
Deferred short-term tax liabilities	$	7,308,170		$	981,731		$	8,289,901
Deferred short-term tax assets		( 4,160,311	)		( 558,868	)		( 4,719,179	)
Net short-term deferred tax liabilities		3,147,859			422,862			3,570,721
Deferred long-term tax liabilities		563,138			75,648			638,786
Deferred long-term tax assets		( 345,431	)		( 46,403	)		( 391,834	)
Net long-term deferred tax assets		217,707			29,245			246,952
Net deferred tax liability	$	3,365,566		$	452,107		$	3,817,673

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,

LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note E — DEFERRED INCOME TAXES (Continued):

The Income Taxes Topic of the FASB Accounting Standards Codification is based on the assumption that tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenues, expenses, gains and losses. Therefore, differences may arise between the amount of taxable income and accrual basis financial income for a given year. Additionally, the use of accelerated methods of depreciation for tax purposes results in temporary differences in the bases of assets or liabilities as reported in the financial statements.

Note F — RETIREMENT PLANS (PSP):

The Company has established a Profit Sharing Plan with a 401(k) provision for its employees. The employees elect on an individual basis to participate in the plan. The Company’s contributions to the plan are voluntary. The Company elected to make a cash contribution of $568,791 for the year ended December 31, 2009.

Note G — RELATED PARTIES:

The Company rents, on a fixed term basis, office space in buildings owned by officers-stockholders of the Company. The Company made payments of $1,632,584 for this office space. The Company has a receivable of $162,405 from two of its officer shareholders.

Note H — OPERATING LEASES:

Rental expense for the year ending December 31, 2009 is as follows:

Related parties	$	1,632,584
Paid to others		2,079,080
	$	3,711,664

The future minimum rentals under operating leases with a remaining lease term of greater than one year are as follows:

Year Ended
December 31,	Amount
2010	$	3,713,273
2011		3,122,641
2012		2,542,405
2013		2,259,320
2014		2,194,519
	$	13,832,158

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,

LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note I — INTERCOMPANY ELIMINATIONS:

The following amounts have been eliminated from the balance sheet and statement of income in order to prepare the combined financial statements.

	BALANCE SHEET						INCOME STATEMENT
	Accounts			Accounts
	Receivable			Payable						Consultant
	Affiliate			Affiliate			Fees Earned			Fees
THE LPA GROUP, INCORPORATED	$	48,104		$	164,053		$	91,867,134		$	28,076,553
THE LPA GROUP OF N.C., P.A.		164,053			—			14,279,498			14,279,498
THE LPA DESIGN GROUP, INC.		—			20,891			—			—
THE LPA GROUP, P.C.		—			14,971			—			—
HORIZON ARCHITECTS, P.C		—			5,067			104,312			104,312
LPACIFIC GROUP INCORPORATED		—			5,786			—			—
THE LPA GROUP OF CANADA, INC.		—			1,389			—			—
TOTAL		212,157			212,157			106,250,944			42,460,363
ELIMINATING		(212,157	)		(212,157	)		(14,383,810	)		(14,383,810	)
BALANCE PER CONSOLIDATED STATEMENTS	$	—		$	—		$	91,867,134		$	28,076,553

Note J — COMMITMENTS AND CONTINGENCES:

In the ordinary course of business, the Company has, from time to time, become a party to legal claims and disputes. At December 31, 2009, management is not aware of any pending or threatened litigation, or unasserted claims that would result in losses that would be material to the financial statements. The Company’s management in consultation with its legal counsel has recorded a reserve in the financial statements based upon its estimate of known claims.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,

LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note K — TREASURY STOCK TRANSACTION

During 2009 the Company reacquired $139,160 of common stock from two principals of the Company.

Note L — SHARE BASED COMPENSATION

The Company adopted the Equity Topic and the Compensation-Retirement Benefits Topic of the FASB Accounting Standards Codification effective January 1, 2006. The cost of employee services acquired through these Share-Based Compensation transactions have been recognized in the financial statements. The fair value exercise price is determined annually based upon a weighted average formula of the prior three audited financial statements. The shares vest over a three year period from date of issue. As of December 31, 2009 shares issued were not fully vested. The amount expensed in 2009 as compensation was $530,902 with an accrued liability of $627,782.

As of December 31, 2009, the Company had a fixed price stock option plan under which a single principal may exercise stock options granted for up to 22,274 shares as follows: 10,331 shares in 2010, 3,714 shares in 2011, 4,114 shares in 2012 and 4,115 shares in 2013. The exercise price was fixed in 2004. The plan requires the Company to issue additional shares of stock equal to one-fourth of the shares exercised on the issuing four anniversary dates of the stock exercised. The only contingency for issuance of these additional shares is the continued employment of the principal. As of December 31, 2009 the Company has a contingent liability to issue 2,322 shares as follows: 774 shares in 2010, 774 shares in 2011, 516 shares in 2012 and 258 shares in 2013.

If a change of control of the Company were to occur the exercise rights for future periods would lapse and in exchange the Company would issue 740 shares for each year or partial year that the principal was employed from January 2005 for a maximum of 10 years (7,740 shares). Additionally, with a change of control, the Company is required to issue an equal number of shares that would have been issued had the change of control not occurred and the principal had been employed for a period of four years beyond the fourth anniversary of the last rights exercised by the principal.

Note M — DISTINGUISHING LIABILITIES FROM EQUITY

The Company has adopted the Distinguishing Liabilities from Equity Topic of the FASB Accounting Standards Codification as of January 1, 2006. The Company has a potential liability to repurchase the outstanding shares of those shareholders who are signors of the 2004 shareholder agreement. This agreement covers less than 12% of the outstanding shares of the Company stock issued as of December 31, 2009. This agreement requires the Company to repurchase a covered shareholder’s shares at the most recent stock valuation in the event of a shareholder’s death or disability. The Company believes this potential obligation to be immaterial and has not recorded a liability.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,

LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note N — CONTRACTS RECEIVABLE

Contracts receivable billed
Completed contracts	$	365,040
Contracts in progress		11,271,653
Unbilled revenue		8,031,802
Retainage receivable		381,823
		20,050,318
Less: Allowances for doubtful collections		( 234,506	)
	$	19,815,812

Note O — COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs incurred on uncompleted contracts	$	154,201,699
Estimated earnings		117,466,637
		271,668,336
Less: Billings to date		275,130,617
	$	( 3,462,281	)
Included in accompanying balance sheet under the following captions:
Costs and estimated earnings in excess of billings on uncompleted contracts	$	890,394
Billings in excess of costs and estimated earnings on uncompleted contracts		( 4,352,675	)
	$	( 3,462,281	)

Note P — CONTRACT BACKLOG

Total contracts amount	$	498,877,658
Less
Completed contracts		103,256,360
Contracts in progress at year-end		271,668,336
Remaining contract backlog	$	123,952,962

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2009

Note Q — EARNINGS FROM CONTRACTS

	For the year ended December 31, 2009						From inception to December 31, 2008
					Project						Project
					Margin						Margin
			Costs of		Before				Costs of		Before
	Revenues		Revenues		Overhead		Revenues		Revenues		Overhead
	Earned		Earned		Expenses		Earned		Earned		Expenses
Contracts completed during the year		4,208,683		2,001,635		2,207,048		99,047,677		59,395,236		39,652,441
Contracts in progress at year-end		87,658,451		50,310,838		37,347,613		177,262,675		103,890,861		73,371,814
		91,867,134		52,312,473		39,554,661		276,310,352		163,286,097		113,024,255

Note R — RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance codifying Generally Accepted Accounting Principles in the United States (“GAAP”). The Codification did not change GAAP but reorganizes the literature. The Company adopted the new Codification when referring to GAAP on December 31, 2009. The adoption of this authoritative guidance did not have a material impact on the Company’s consolidated financial statements.

In May 2009, the FASB issued authoritative guidance that incorporates guidance into accounting literature that was previously addressed only in auditing standards and is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted this authoritative guidance on December 31, 2009. This guidance did not have a material impact on the Company’s consolidated financial statements.

Note S — SUBSEQUENT EVENTS

The Company has issued as of March 25, 2010 an additional 20,138 shares of stock. These shares are subject to the share-holder agreement with 12,973 of the shares are being issued as share based compensation of which 10,331 shares were issued under the fixed price stock option plan.

As required by the Subsequent Events Topic of the FASB Accounting Standards Codification, management has considered subsequent events through March 25, 2010, the date of issuance, in preparing the financial statements and notes hereto.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

SUPPLEMENTARY DATA
COMBINED SCHEDULE OF DIRECT EXPENSES

YEAR ENDED DECEMBER 31, 2009

Direct Labor	$	21,544,610
Consultants		28,076,553
Communications		54,343
Lodging		395,829
Meals		217,102
Other Project Expenses		171,552
Postage/Express Mail		96,191
Printing and Reproduction		501,188
Project Supplies		69,928
Temporary Help		19,558
Transportation		1,165,619
Total Direct Expenses	$	52,312,473

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

SUPPLEMENTARY DATA
COMBINED SCHEDULE OF INDIRECT EXPENSES

YEAR ENDED DECEMBER 31, 2009

Indirect Labor	$	18,192,320
Advertising		29,766
Bad Debt Expenses		33,500
Business Meetings		387,520
Computer Expenses		890,687
Firm Functions		53,546
Contributions		31,025
Depreciation		947,515
Dues and Subscriptions		136,793
Employee Benefits		36,654
Equipment Lease		85,440
Insurance		2,708,812
Litigation Expense		122,954
Lodging		362,456
Marketing		78,137
Meals		59,739
Office Supplies and Postage		324,359
Other		247,043
Bank Charges		13,621
Penalties		758
Printing and Reproduction		121,669
Professional Fees		572,315
Recruiting		30,235
Registrations		172,910
Rent		3,711,664
Repairs and Maintenance		310,832
Retirement		568,791
Sponsorships		167,268
Supplies		354,754
Taxes and Licenses		224,490
Taxes — Payroll		2,660,834
Telephone		610,956
Temporary Help		134,915
Transportation		880,748
Total Indirect Expenses	$	35,265,026

EX-99.4

Exhibit 99.4

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A.,
THE LPA GROUP, P.C., THE LPA DESIGN GROUP, INC.,
HORIZON ARCHITECTS, P.C., LPACIFIC GROUP INCORPORATED,
AND THE LPA GROUP OF CANADA INC

COMBINED CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

TABLE OF CONTENTS

MARCH 31, 2010 AND 2009

	PAGE
FINANCIAL STATEMENTS:
Combined Statement of Income		1
Combined Balance Sheet		2-3
Combined Statement of Cash Flows		4
Combined Notes to Financial Statements		5-8

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED CONDENSED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2010 and 2009

	For the three months
	ended March 31,
	2010			2009
Fees earned	$	25,380,550		$	22,102,420
Operating expenses:
Direct labor		5,788,709			5,348,499
Direct consultants		7,263,592			7,215,758
Other direct expenses		1,463,521			621,455
Indirect labor		3,988,279			3,138,266
Other indirect expenses		4,752,125			4,461,456
Income from operations		2,124,324			1,316,986
Other income/(expense):
Interest income		3,821			12,118
Gain/(loss) on sale		64			(10,736	)
Income from unconsolidated affiliate joint venture partnership		88,790			137,914
Miscellaneous income		—			4,989
Interest expense		(42,737	)		(62,090	)
Income before income taxes		2,174,262			1,399,181
Provision for income taxes		804,477			517,697
Net income	$	1,369,785		$	881,484

The accompanying notes to the financial statements are an integral part of this statement.

THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED CONDENSED BALANCE SHEETS (UNAUDITED)

MARCH 31, 2010 AND DECEMBER 31, 2009

	As of
	March 31,		December 31,
	2010		2009
ASSETS
Current Assets
Cash and cash equivalents	$	3,975,861	$	3,068,107
Receivables, net of allowances of $234,506		13,517,153		11,402,187
Unbilled revenues on contracts in progress		8,566,285		8,031,802
Cost and estimated earnings in excess of billings		—		890,394
Prepaid income taxes		106,933		61,153
Prepaid expenses		390,254		568,730
Other receivables		35,162		52,097
Total current assets		26,591,648		24,074,470
Property, Plant and Equipment, net		4,060,030		4,029,358
Other Long-term Assets
Deposits		113,816		126,666
Investments-affiliate		136,936		48,146
Investments — other		14,400		14,400
Accounts receivable — related party		137,604		162,405
Retainage receivable		463,925		381,823
Total other long-term assets		866,681		733,440
Total assets	$	31,518,359	$	28,837,268

The accompanying notes to the financial statements are an integral part of this statement.

THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED CONDENSED BALANCE SHEETS CONTINUED (UNAUDITED)

MARCH 31, 2010 AND DECEMBER 31, 2009

	As of
	March 31,			December 31,
	2010			2009
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Current Liabilities
Current portion of long-term debt	$	1,000,020		$	1,000,020
Accounts payable		6,266,080			5,228,580
Billings in excess of revenues on contracts in progress		3,302,086			4,352,675
Payroll liabilities		2,303,262			2,104,608
Income taxes payable		804,477			—
Accrued leave		854,882			543,603
Deferred income tax liability		3,817,673			3,817,673
Retirement contribution		150,000			568,791
Total current liabilities		18,498,480			17,615,950
Long-term Liabilities
Note payable — long term		5,583,245			5,833,250
Obligation under capital lease		681,794			759,282
Due to affiliates		3,770,000			3,770,000
Deferred compensation expense		609,927			627,782
Reserves		65,336			53,000
Total liabilities		29,208,782			28,659,264
Shareholders’ Investment
Common Stock (1,000,000 shares, authorized, 508,062 shares issued and outstanding)		204,010			201,910
Cost of 296,971 shares of common stock held by the Company		(18,352,689	)		(18,352,689	)
Additional paid-in capital		3,040,916			2,281,227
Retained earnings		17,417,340			16,047,556
Total shareholders’ investment		2,309,577			178,004
Total liabilities and shareholders’ investment	$	31,518,359		$	28,837,268

The accompanying notes to the financial statements are an integral part of this statement.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDING MARCH 31, 2010 AND 2009

	For the three months
	ended March 31,
	2010			2009
Cash Flows from Operating Activities
Net income	$	1,369,785		$	881,484
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		274,455			242,430
Net increase in receivables		(1,742,240	)		(814,997	)
Net decrease in other current assets		132,696			573,447
Net increase in other assets		(133,242	)		(55,137	)
Net (decrease)/increase in accounts payables and accrued expense		882,650			425,237
Net increase in other long term liabilities		(5,519	)		330,302
Net increase in deferred income tax		—			(111,338	)
Net cash provided by operating activities		778,585			1,471,428
Cash Flows from Investing Activities
Additions to property, plant and equipment		(305,127	)		(416,669	)
Net cash used in investing activities		(305,127	)		(416,669	)
Cash Flows from Financing Activities
Principal payments on long term debt		(250,005	)		(250,005	)
Payments on capital lease obligations		(77,488	)		—
Sale of Common Stock		761,789			188,294
Net cash provided by/(used) in financing activities		434,296			(61,711	)
Net increase in cash and cash equivalents		907,754			993,048
Cash and cash equivalents, beginning of period		3,068,107			2,873,576
Cash and cash equivalents, end of period	$	3,975,861		$	3,866,624

The accompanying notes to the financial statements are an integral part of this statement.

THE LPA GROUP INCORPORATED,

THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010 AND 2009

Note A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principals of Combination:

The combined condensed financial statements include the accounts of the following commonly owned corporations (the Company):

     THE LPA GROUP INCORPORATED

     THE LPA GROUP OF NORTH CAROLINA, P.A.

     THE LPA GROUP, P.C.

     THE LPA DESIGN GROUP, INC.

     HORIZON ARCHITECTS, P.C.

     LPACIFIC GROUP INCORPORATED

     THE LPA GROUP OF CANADA INC

Investments in joint ventures, over which the Company exercises significant influence, are accounted for under the equity method. The Company renders services to its joint ventures and records revenues in the period in which such services are provided. All intercompany balances and transactions have been eliminated in consolidation.

Note B — NATURE OF OPERATIONS:

The Company is an engineering, architectural and planning firm specializing in the construction of airports, highways, bridges and other transportation infrastructure. The Company’s fees are derived from a variety of clients, the majority of whom are federal, state and local governments.

Note C — INVESTMENT IN AFFILIATE:

The Company’s investment in affiliate of $136,936 consists of an initial capital investment in, and the undistributed net earnings from, its one third interest in Louisiana TIMED Managers (LTM), a joint venture formed to manage a Louisiana Department of Transportation and Development (DOTD) transportation construction contract. During the three months ended March 31, 2010 and 2009, the Company advanced $1,307,548 and $2,325,566, respectively to LTM in labor and overhead related to the contract. As of March 31, 2010, $475,309 remains uncollected. The Company has recognized $88,790 and $137,914 as income from the unconsolidated affiliate joint venture partnership during the three months ended March 31, 2010 and 2009, respectively.

Conversely, the members are required to reimburse LTM for general and administrative expenses of the joint venture and for the purchase of fixed assets. As of March 31, 2010 and December 31, 2009, the Company did not have a payable to LTM.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010 AND 2009

To date, the Company has received advance distributions totaling $3,770,000 from LTM. These distributions represent advances from billings in excess of costs and estimated profits of the joint venture. These advances bear no interest and have no specific repayment terms.

The Company includes equity income from unconsolidated joint ventures as a component of other income as this income is derived from entities taxes as partnerships.

Summary financial information for LTM as of, and for the period ended, March 31, 2010, is presented in the following table. LTM recognizes revenues from construction contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract.

Current assets	$	9,940,580
Other assets		11,343,554
Current liabilities		20,873,328
Equity		410,806
Contract revenues		3,105,449
Contract expenses		2,845,511
Other income		6,431
Net income		266,369

Note D — NOTES PAYABLE TO BANK AND LONG-TERM DEBT:

The Company has a line of credit agreement with National Bank of South Carolina (NBSC) for an open ended credit of $5,500,000. The agreement provides for variable interest to accrue at the banks prime interest rate with interest paid monthly. The line is secured by accounts receivable and property and equipment of the Company. The Company did not draw on the line during both the three months ended March 31, 2010 and 2009. The line is due to renew on May 22, 2010.

Long-term debt at March 31, 2010 is as follows:
Note payable, NBSC, LIBOR plus 230 basis points, due in monthly installments of $83,335, plus interest, through November 2016, secured by accounts receivable and property, plant and equipment of the Company. The interest rate at March 31, 2010 was 3.25%.	$	6,583,265
Less current portion long-term note payable		( 1,000,020	)
	$	5,583,245

The line and note payable are subject to various covenants with the Bank. As of March 31, 2010 the Company was in compliance with or had received waivers for compliance with these Bank loan covenants.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED CONDENSED NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009

The five year maturity of long-term debt and future minimum lease payments under capital leases as of March 31, 2010, is as follows:

	Amount
For the nine months ending December 31, 2010	$	750,015
Fiscal year ending 2011		1,000,020
Fiscal year ending 2012		1,000,020
Fiscal year ending 2013		1,000,020
Fiscal year ending 2014		1,000,020
Thereafter		1,833,170
	$	6,583,265

Note F — COMMITMENTS AND CONTINGENCES:

In the ordinary course of business, the Company has, from time to time, become a party to legal claims and disputes. At March 31, 2010, management is not aware of any pending or threatened litigation, or unasserted claims that would result in losses that would be material to the financial statements. The Company’s management in consultation with its legal counsel has recorded a $50,000 reserve in the financial statements based upon its estimate of known claims.

Note G — SHARE BASED COMPENSATION

The Company adopted the Equity Topic and the Compensation-Retirement Benefits Topic of the FASB Accounting Standards Codification effective January 1, 2006. The cost of employee services acquired through these Share-Based Compensation transactions have been recognized in the financial statements. The fair value exercise price is determined annually based upon a weighted average formula of the prior three audited financial statements. The shares vest over a three year period from date of issue. As of March 31, 2010 shares issued were not fully vested. The amount expensed during the three months ended March 31, 2010 as compensation was $17,855 and there was no compensation expense during the comparable period in 2009. There was an accrued liability of $609,927 related to share-based compensation arrangements as of March 31, 2010.

As of March 31, 2010, the Company had a fixed price stock option plan under which a single principal may exercise stock options granted for up to 22,274 shares as follows: 10,331 shares in 2010, 3,714 shares in 2011, 4,114 shares in 2012 and 4,115 shares in 2013. The exercise price was fixed in 2004. The plan requires the Company to issue additional shares of stock equal to one-fourth of the shares exercised on the issuing four anniversary dates of the stock exercised. The only contingency for issuance of these additional shares is the continued employment of the principal. As of March 31, 2010 the Company has a contingent liability to issue 2,322 shares as follows: 774 shares in 2010, 774 shares in 2011, 516 shares in 2012 and 258 shares in 2013.

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC

COMBINED CONDENSED NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2010 AND 2009

If a change of control of the Company were to occur the exercise rights for future periods would lapse and in exchange the Company would issue 740 shares for each year or partial year that the principal was employed from January 2005 for a maximum of 10 years (7,740 shares). Additionally, with a change of control, the Company is required to issue an equal number of shares that would have been issued had the change of control not occurred and the principal had been employed for a period of four years beyond the fourth anniversary of the last rights exercised by the principal.

Note H — RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued authoritative guidance amending the timing and consideration of analyses performed to determine if the Company’s variable interests give it a controlling financial interest in a variable interest entity, as well as requiring additional disclosures. The Company adopted the provisions of this guidance on January 1, 2010. The adoption of this authoritative guidance did not have a material impact on the condensed consolidated financial statements.

Note I — SUBSEQUENT EVENTS

On May 3, 2010, the Michael Baker Corporation (“Baker”) entered into a Stock Purchase Agreement to acquire 100% of the outstanding shares of the LPA Group Incorporated and all of its subsidiaries and affiliates (“LPA”) for $59.4 million. This transaction was funded with $51.4 million of cash and approximately $8.0 million of Baker’s stock.

As required by the Subsequent Events Topic of the FASB Accounting Standards Codification, management has considered subsequent events through July 15, 2010, the date of issuance, in preparing the financial statements and notes hereto.

EX-99.5

Exhibit 99.5

     The following unaudited pro forma condensed consolidated financial statements of Michael Baker Corporation (“The Company”) include adjustments to the Company’s historical financial statements to reflect the acquisition of The LPA Group, Incorporated (“LPA”).

     The historical financial information of the Company has been derived from the historical audited and unaudited condensed consolidated financial statements of the Company included in the Annual Report on Form 10-K for the year ended December 31, 2009 and the Quarterly Report on Form 10-Q for the three months ended March 31, 2010. The unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2009 and the three months ended March 31, 2010 were prepared as if the acquisition occurred on January 1st of each presented period. Of the total acquisition cost of approximately $1.6 million, the statements of income do not include $1.2 million that were incurred subsequent to March 31, 2010. The unaudited pro forma condensed balance sheet was prepared as if the acquisition occurred as of March 31, 2010. The pro forma adjustments are based on factually supportable available information as of the date of this filing.

     The unaudited pro forma condensed consolidated financial statements presented do not purport to represent what the results of operations or financial position of the Company would have been had the transaction occurred on the dates noted above, or to project the results of operations or financial position of the Company for any future periods. In the opinion of management, all necessary adjustments to the unaudited pro forma financial information have been made.

     The unaudited pro forma condensed consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements in the Company’s 2009 Annual Report on Form 10-K and the March 31, 2010 Quarterly Report on Form 10-Q.

Michael Baker Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2010

	As						Pro forma			Pro forma
(In thousands, except share amounts)	Reported (a)			LPA (b)			Adjustments			As Adjusted
ASSETS
Current Assets
Cash and cash equivalents	$	105,126		$	3,976		$	(55,328)	(c)	$	53,774
Short term investments		2,750			—			—			2,750
Available for sale securities		12,341			—			—			12,341
Receivables, net		72,196			13,517			—			85,713
Unbilled revenues on contracts in progress		54,824			8,566			—			63,390
Prepaid expenses and other		5,947			533			—			6,480
Total current assets		253,184			26,592			(55,328	)		224,448
Property, Plant and Equipment, net		13,638			4,060			41	(d)		17,739
Other Long-term Assets
Goodwill		9,626			—			43,666	(e)		53,292
Other intangible assets, net		66			—			18,700	(f)		18,766
Other long-term assets		6,180			866			(137)	(g)		6,909
Total other long-term assets		15,872			866			62,229			78,967
Total assets	$	282,694		$	31,518		$	6,942		$	321,154
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Current Liabilities
Accounts payable	$	33,229		$	6,266		$	2,202	(h)	$	41,697
Accrued employee compensation		19,298			3,308			—			22,606
Accrued insurance		10,512			—			—			10,512
Billings in excess of revenues on contracts in progress		17,390			3,302			—			20,692
Deferred income tax liability		3,958			3,818			—			7,776
Income taxes payable		2,780			805			—			3,585
Other accrued expenses		8,492			1,000			(460)	(i)		9,032
Total current liabilities		95,659			18,499			1,742			115,900
Long-term Liabilities
Deferred income tax liability		331			—			6,764	(j)		7,095
Other long-term liabilities		8,595			10,710			(6,193)	(k)		13,112
Total liabilities		104,585			29,209			2,313			136,107
Shareholders’ Investment
Common Stock, par value $1, authorized 44,000,000 shares, issued 9,402,835 (9,629,382 on a pro forma basis), LPA had 1,000,000 shares, authorized, 508,062 shares issued and outstanding		9,403			204			22	(l)		9,629
Additional paid-in capital		50,106			3,041			4,795	(l)		57,942
Retained earnings		123,120			17,417			(18,541)	(l)		121,996
Accumulated other comprehensive loss		(352	)		—			—			(352	)
Less - 495,537(a) and 296,971(b) shares of Common Stock in treasury, at cost		(4,761	)		(18,353	)		18,353			(4,761	)
Total Michael Baker Corporation shareholders’ investment		177,516			2,309			4,629			184,454
Noncontrolling interests		593			—			—			593
Total shareholders’ investment		178,109			2,309			4,629			185,047
Total liabilities and shareholders’ investment	$	282,694		$	31,518		$	6,942		$	321,154

]

(a)	As reported by the Company in its Quarterly Report on Form 10-Q as of March 31, 2010.
(b)	Assets and liabilities of LPA as of March 31, 2010.
(c)	Estimated net cash used for the acquisition of LPA of $51,352. As the transaction was on a cash free, debt free basis, LPA’s cash was also eliminated.
(d)	The following represents the derivation of the pro forma adjustment to reflect the preliminary estimate of fair value of the acquired fixed assets:

				Estimated		Pro forma
	Book value			Fair Value		Adjustment
Property, plant and equipment	$	4,060		$	4,101	$	41
(e)    The following represents the calculation of Goodwill:
Fair value of consideration transferred at closing ($51,352 of cash and $8,062 of stock)		59,414
Working capital adjustment		1,078
Less: Net assets received		(16,826	)
Total Goodwill	$	43,666
(f)   Other intangible assets’ preliminary estimated fair value consisted of the following:
Project backlog	$	9,100
Customer contracts and related relationships		6,400
Non-competition agreements		2,800
Trademark / Trade name		400
Total Other intangible assets	$	18,700
(g)    This balance represents the reduction in Other Long-term Assets for the prepaid life insurance premiums of former LPA officers.
(h)    Accounts payable adjustments consisted of the following:
Transaction costs not reflected in MBC’s financial statements as of March 31, 2010	$	1,124
Working capital adjustment		1,078
	$	2,202
(i)    Other accrued expenses adjustments consisted of the following:
Elimination of LPA’s current portion of notes payable	$	(1,000	)
Accrual to fair value operating leases		540
	$	(460	)

(j)	Deferred income tax liability adjustments primarily reflect the deferred tax liability generated as a result of the acquired intangible assets, which have a tax basis of zero.
(k)	Other long-term liabilities adjustments consisted of the elimination of LPA’s long-term portion of notes payable of $5,583 and deferred compensation accrual of $610.
(l)	Shares issued in connection with the acquisition were 226,447. The fair value of the stock on the day of the sale would have equaled $8,062 using the Company’s closing price on May 3, 2010 of $35.60. Shareholders’ investment was adjusted as follows:

	Issuance		Elimination			Transaction			Pro forma
	of equity		of LPA			costs			Adjustments
Common stock	$	226	$	(204	)	$	—		$	22
Additional paid-in capital		7,836		(3,041	)		—			4,795
Retained earnings		—		(17,417	)		(1,124	)		(18,541	)
Shares of Common Stock in treasury, at cost		—		18,353			—			18,353
	$	8,062	$	(2,309	)	$	(1,124	)	$	4,629

Michael Baker Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the three months ended March 31, 2010

	As						Pro forma			Pro forma
(In thousands, except share amounts)	Reported (a)			LPA (b)			Adjustments			As Adjusted
Revenues	$	111,660		$	25,380		$	—		$	137,040
Cost of work performed		90,141			14,516			944	(c)		105,601
Gross profit		21,519			10,864			(944	)		31,439
Selling, general and administrative expenses		14,599			8,740		$	(159	) (c)		23,180
Operating income		6,920			2,124			(785	)		8,259
Other income/(expense):
Equity income from unconsolidated subsidiary		669			89			—			758
Interest income		74			4			(36	)(d)(e)		42
Interest expense		(8	)		(43	)		43	(d)		(8	)
Other, net		10			—			—			10
Income before noncontrolling interests and income taxes		7,665			2,174			(778	)		9,061
Less: Income attributable to noncontrolling interests		(286	)		—			—			(286	)
Income before income taxes		7,379			2,174			(778	)		8,775
Provision for income taxes		2,766			804			(288	)(f)		3,283
Net income from continuing operations attributable to Michael Baker Corporation		4,613			1,370			(490	)		5,492
(Loss)/income from discontinued operations, net of tax		(628	)		—			—			(628	)
Less: Net income attributable to noncontrolling interests		—			—			—			—
Net income from discontinued operations attributable to Michael Baker Corporation		(628	)		—			—			(628	)
Net income attributable to Michael Baker Corporation		3,985		$	1,370		$	(490	)		4,864
Average shares outstanding
Basic		8,883,298						56,612	(g)		8,939,910	(g)
Diluted		8,948,512						226,447	(g)		9,174,959	(g)
Earnings per share (“E.P.S.”) attributable to Michael Baker Corporation
Basic E.P.S. — Continuing operations	$	0.52								$	0.60	(g)
Diluted E.P.S. — Continuing operations		0.52									0.60	(g)
Basic E.P.S. — Net income		0.45									0.53	(g)
Diluted E.P.S. — Net income	$	0.45								$	0.53	(g)

(a)	As reported by Michael Baker Corporation in its Quarterly Report on Form 10-Q for the three months ended March 31, 2010.
(b)	Results of operations of The LPA Group, Incorporated for the three months ended March 31, 2010.
(c)	Increase/(decrease) in costs as a result of the acquisition:

	COWP			SG&A
Estimated intangible asset amortization	$	989		$	406
Adjustment for retention payments		90			—
Above-market rent		(135	)		—
Transaction costs		—			(500	)
Stock-based compensation		—			(18	)
Life insurance premiums of former LPA officers		—			(47	)
Net increase/(decrease) in costs	$	944		$	(159	)

(d) The following represents LPA balances eliminated as pro forma adjustments as the transaction was “cash free debt free”.

Interest income	$	4
Interest expense		(43	)

(e)	This adjustment reflects the reduction in interest earned during the quarter on the cash and cash equivalents used to finance the acquisition. The adjustment of $32 assumes an average interest rate of 0.25%.
(f)	This is the tax impact of the pro forma adjustments utilizing effective tax rate in effect as of March 31, 2010.
(g)	The E.P.S. calculations includes the additional 226,447 shares issued as part of the acquisition.

Michael Baker Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the year ended December 31, 2009

	As						Pro forma			Pro forma
(In thousands, except share amounts)	Reported (a)			LPA (b)			Adjustments			As Adjusted
Revenues	$	445,177		$	91,867		$	—		$	537,044
Cost of work performed		357,197			52,312			4,195	(c)		413,704
Gross profit		87,980			39,555			(4,195	)		123,340
Selling, general and administrative expenses		57,422			35,265			772	(c)		93,459
Operating income		30,558			4,290			(4,967	)		29,881
Other income/(expense):
Equity income from unconsolidated subsidiary		7,057			1,272			—			8,329
Interest income		160			33			(161	)(d)(e)		32
Interest expense		(70	)		(208	)		208	(d)		(70	)
Other, net		257			16			—			273
Income before noncontrolling interests and income taxes		37,962			5,403			(4,920	)		38,445
Less: Income attributable to noncontrolling interests		(156	)		—			—			(156	)
Income before income taxes		37,806			5,403			(4,920	)		38,289
Provision for income taxes		13,234			2,013			(1,722	)(f)		13,525
Net income from continuing operations attributable to Michael Baker Corporation		24,572			3,390			(3,198	)		24,764
Income from discontinued operations, net of tax		7,208			—			—			7,208
Loss on sale of discontinued operations, net of tax		(4,724	)		—			—			(4,724	)
Less: Net (income)/loss attributable to noncontrolling interests		(135	)		—			—			(135	)
Net income from discontinued operations attributable to Michael Baker Corporation		2,349			—			—			2,349
Net income attributable to Michael Baker Corporation	$	26,921		$	3,390		$	(3,198	)	$	27,113
Average shares outstanding
Basic		8,855,313						56,612	(g)		8,911,925	(g)
Diluted		8,932,967						226,447	(g)		9,159,414	(g)
Earnings per share (“E.P.S.”) attributable to Michael Baker Corporation
Basic E.P.S. — Continuing operations	$	2.77								$	2.73	(g)
Diluted E.P.S. — Continuing operations		2.75									2.70	(g)
Basic E.P.S. — Net income		3.04									2.99	(g)
Diluted E.P.S. — Net income	$	3.01								$	2.96	(g)

(a)	As reported by the Company in its Annual Report on Form 10-K for the year ended December 31, 2009.
(b)	Results of operations of LPA for the year ended December 31, 2009.
(c)	Increase/(decrease) in costs as a result of the acquisition:

	COWP			SG&A
Intangible asset amortization	$	4,375		$	1,603
Adjustment for retention payments		360			—
Above-market rent		(540	)		—
Stock-based compensation		—			(531	)
Life insurance premiums of former LPA officers		—			(300	)
Net increase in costs	$	4,195		$	772

(d) The following represents LPA balances eliminated as pro forma adjustments as the transaction was “cash free debt free”.

Interest income	$	33
Interest expense		(208	)

(e)	This adjustment reflects the reduction in interest earned during the quarter on the cash and cash equivalents used to finance the acquisition. The adjustment of $128 assumes an average interest rate of 0.25%.
(f)	This is the tax impact of the pro forma adjustments utilizing effective tax rate in effect as of December 31, 2009.
(g)	The E.P.S. calculations include the additional 226,447 shares issued as part of the acquisition.

Note 1. Basis of Presentation

     The unaudited pro forma condensed consolidated balance sheet of Michael Baker Corporation (“The Company”) as of March 31, 2010 and the unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2009, and for the three months ended March 31, 2010 give effect to the acquisition of 100% of the outstanding shares of The LPA Group Incorporated, The LPA Group of North Carolina, The LPA Group, P.C., The LPA Design Group, Inc., Horizon Architects, P.C., LPACIFIC Group Incorporated, and LPA Group of Canada Inc. (collectively, “The LPA Group”) on May 3, 2010. The Company paid approximately $59.4 million at closing for The LPA Group, subject to a Net Working Capital adjustment provision. The Company paid approximately $51.4 million from existing cash and cash equivalents, and issued 226,447 shares of the Company’s common stock. The fair market value of the stock on the acquisition date approximated $8.1 million based on the closing price of $35.60 per share on May 3, 2010. The Net Working Capital adjustment was subsequently settled in June 2010 for approximately $1.1 million. Of the total purchase price, approximately $6.0 million of the Michael Baker Corporation common shares were placed in escrow at closing in order to secure potential indemnification obligations of former owners of The LPA Group to the Company for a period of 18 months subsequent to the closing.

     Founded in 1981, The LPA Group has a national reputation in the transportation consulting industry. The LPA Group provides comprehensive engineering, architectural, planning, environmental, and construction services for the development of aviation and surface transportation projects. With more than 35 offices across the U.S., The LPA Group is consistently ranked in the Top 500 Design Firms by Engineering News-Record.

     The unaudited pro forma condensed consolidated balance sheet assumes that the acquisition of The LPA Group occurred on March 31, 2010 and the unaudited pro forma condensed consolidated statements of income assume that the acquisition occurred on January 1st of each period presented. The unaudited pro forma condensed consolidated statements of income do not include the costs related to the acquisition. In the opinion of management, these statements include all material adjustments necessary to reflect, on a pro forma basis, the impact of the acquisition on the historical financial information of the Company. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the Company’s financial position or results of operations would have been had the acquisition been consummated on such dates or project the Company’s financial position or results of operations at or for any future date or period. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2009, Quarterly Report on Form 10-Q for the three months ended March 31, 2010, as well as the audited financial statements and related notes for The LPA Group for the year ended December 31, 2009 and the unaudited financial statements and related notes for The LPA Group for the three months ended March 31, 2010 and 2009, included as Exhibits 99.3 and 99.4 to this Form 8-K/A.

     The acquisition of the LPA Group has been accounted for as a business combination under the acquisition method of accounting. Under the acquisition method of accounting, the purchase price was allocated to The LPA Group’s underlying assets and liabilities based preliminary estimates of their fair values at the date of the acquisition. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The excess of the purchase price over the preliminary estimated fair value of the underlying assets acquired and liabilities assumed has been recorded as goodwill. Detailed information regarding the final purchase price allocation will be included in Michael Baker Corporation’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2010.

Note 2. Unaudited Pro Forma Condensed Consolidated Balance Sheet Adjustments

     Pro forma adjustments are necessary to reflect the preliminary allocation of the purchase price, including adjusting assets and liabilities to their estimated fair value and recognizing intangible assets, with related changes in amortization expense, and to reflect the effects of the issuance of Michael Baker Corporation equity necessary to consummate the acquisition.

     The unaudited pro forma condensed consolidated balance sheet assumes that the stock of The LPA Group was acquired on March 31, 2010. The acquisition was transacted on a “cash-free, debt-free” basis. Consideration paid for The LPA Group is based on the existing cash on hand disbursed at closing, the estimated payable derived from the net working capital adjustment, and the market value of the 226,447 shares of Michael Baker Corporation common stock transferred as of May 3, 2010.

The estimated consideration paid for The LPA Group (in thousands):

Cash consideration paid at closing	$	51,352
Fair market value of Michael Baker Corporation common shares transferred as closing		8,062
Net working capital adjustment payable		1,078
Estimated consideration paid	$	60,492

The Net Working Capital adjustment for the purposes of the pro forma condensed consolidated balance sheet is based on The LPA Group’s balance sheet as of May 3, 2010. The Net Working Capital adjustment was settled in June 2010, resulting in the Net working capital payable of approximately $1,078,000 payable to the former shareholders of The LPA Group. The Net Working Capital adjustment has been included as a pro-forma adjustment in the accompanying pro-forma balance sheet.

To reflect the purchase of The LPA Group as of March 31, 2010, the same parameters of the transaction have been assumed, including the $60.5 million purchase price. The excess of the purchase price, including the Net Working Capital adjustment, over the fair value of the assets acquired and liabilities assumed have been classified as goodwill. As the Company has not yet finalized the allocation of the purchase price, these amounts are subject to adjustment.

The following table sets forth the preliminary estimates of fair values of the identifiable intangible assets acquired with the acquisition of The LPA Group on May 3, 2010 (Amounts in Thousands):

Project Backlog	$	9,100
Customer contracts and related relationships		6,400
Non-Competition Agreements		2,800
Trademark / Trade name		400
Total Intangible Assets	$	18,700

Estimated future amortization expense related to the identifiable intangible assets acquired:

For the nine months ending December 31, 2010	$	3,719
Fiscal year 2011		6,774
Fiscal year 2012		4,661
Fiscal year 2013		1,759
Fiscal year 2014		1,787
Total	$	18,700

Project backlog and customer contracts and related relationships represent the underlying relationships and agreements with The LPA Group’s existing customers. The trade name represents the value of the “LPA Group” brand. Project backlog, customer contracts and related relationships and the trade name intangible assets will be amortized on a basis approximating the economic value derived from those assets. Non-compete agreements represent the amount of lost business that could occur if certain principals and officers of The LPA Group, in the absence on non-compete agreements, were to compete with the Company. Those agreements will be amortized on a straight-line basis over the term of the agreements, which approximate 2 years. The preliminary estimates of fair values ascribed to these identifiable intangible assets are subject to change as the review and evaluation of these assets are finalized.

The adjustment to fair value The LPA Group’s various real estate operating leases based upon current market rates resulted in an adjustment of approximately $0.5 million in the accompanying pro-forma balance sheet. This amount includes adjustments related to two leases for buildings owned by the former primary owners of The LPA Group.

As this transaction was transacted on a “cash-free, debt-free” basis, The LPA Group’s cash balance of $4.0 million has been included as a pro-forma adjustment. Also, as The LPA Group was required to retire its outstanding notes payable with the National Bank of South Carolina upon close of the transaction, $1.0 million has been included as a pro-forma adjustment for the short-term portion of these notes, while $5.6 million has been included as an adjustment related to the long-term portion of these notes.

Incremental costs approximating $1.2 million were incurred in transacting this acquisition in addition to amounts already included in the financial results of the Company for the period ending March 31, 2010. These costs include amounts paid for investment banking, legal and other professional services and have been reflected as a pro-forma adjustment in the accompanying pro-forma balance sheet.

The issuance of 226,447 common shares of Michael Baker Corporation is included as pro-forma adjustments in Shareholders’ Investment, reflecting an increase of approximately $0.2 million in Common Stock and approximately $7.8 million in Additional paid-in capital. These adjustments are partially offset by the pro-forma adjustments to reflect the elimination of The LPA Group’s equity upon the purchase and consolidation with Michael Baker Corporation. The entire amount of common shares issued in conjuction with the acquisition have been included in the calculations of the pro forma diluted earnings per share for both periods presented. Only 56,612 common shares have been included in the calculations of pro forma basic earnings per share for both periods presented as the remaining 169,835 shares are being held in escrow for a period of 18 months to satisfy any potential indemnification claims.

Note 3. Unaudited Pro Forma Condensed Consolidated Statements of Income Adjustments

The unaudited pro forma condensed consolidated statements of income assume that the acquisition of The LPA Group occurred as of January 1 of each period presented. The unaudited pro-forma condensed consolidated statements of income do not include any costs related to the acquisition. In addition, the unaudited pro-forma condensed consolidated statements of income do not assume any impacts from revenue, cost or other operating synergies that are expected to result from the acquisition. Pro forma adjustments have been made to reflect amortization of the identifiable intangible assets for the related periods. Identifiable intangible assets are being amortized on a basis approximating the economic value derived from those assets.

Pro-forma adjustments to “Cost of work performed” have been made to reflect the recognition of operating lease costs at fair value and to “Selling, general and administrative expenses” to reflect the elimination of “key man” life insurance policies that The LPA Group had maintained for its former primary owners, as well as the elimination of stock-based compensation expense related to The LPA Group’s legacy equity incentive program. In addition, pro-forma adjustments have been made to reflect retention payments related to the acquisition.

     Pro-forma adjustments have also been made to reflect the elimination of interest expense related to The LPA Group’s note payable with the National Bank of South Carolina, which was retired as of the closing date. Additionally, interest income earned on the cash balances held by The LPA Group has also been eliminated as a pro-forma adjustment. An adjustment was also made to reflect a reduction in interest income earned by the Company due to the assumed disbursement of $51.4 million of cash and cash equivalents for the acquisition at the beginning of the respective periods.

     The pro forma adjustments for the income tax provisions were calculated based upon the statutory rates in effect during the respective periods for which pro forma condensed consolidated statements of income are presented. Actual amounts could vary from these pro forma estimates.