-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V948KtYj4bxFv3iQxvjevD5N6p3e/ToBh5qOKSkh0vOMuMRnGIvlkleWjn+C4JVv 9RyxemmLZaKZ1iofaTln4A== 0000891092-04-001213.txt : 20040310 0000891092-04-001213.hdr.sgml : 20040310 20040310110209 ACCESSION NUMBER: 0000891092-04-001213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040309 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAKER MICHAEL CORP CENTRAL INDEX KEY: 0000009263 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 250927646 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06627 FILM NUMBER: 04659140 BUSINESS ADDRESS: STREET 1: AIRPORT OFFICE PARK BLDG 3 STREET 2: 420 ROUSER RD CITY: CORAOPOLIS STATE: PA ZIP: 15108 BUSINESS PHONE: 4122696300 MAIL ADDRESS: STREET 1: P O BOX 12259 CITY: PITTSBURGH STATE: PA ZIP: 15231-0259 FORMER COMPANY: FORMER CONFORMED NAME: EUTHENICS SYSTEMS CORP DATE OF NAME CHANGE: 19750527 FORMER COMPANY: FORMER CONFORMED NAME: BAKER MICHAEL JR INC DATE OF NAME CHANGE: 19720526 8-K 1 e17186_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: March 9, 2004 MICHAEL BAKER CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-6627 25-0927646 (State or Other (Commission (IRS Employer Jurisdiction of incorporation) File Number) Identification Number) Airside Business Park 100 Airside Drive Moon Township, Pennsylvania 15108 (Address of Principal Executive Offices) (412) 269-6300 (Registrant's Telephone Number, including Area Code) Item 7. Financial Statements and Exhibits. (c) Exhibits The following exhibit is filed with this report on Form 8-K: Exhibit No. Description - ----------- ----------- 99.1 Press release issued March 9, 2004 Item 9. Disclosure of Results of Operations and Financial Condition. The information contained in this Item 9 is being furnished pursuant to Item 12 of Form 8-K, "Results of Operations and Financial Condition." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On March 9, 2004, Michael Baker Corporation (the "Company") issued a press release reporting the Company's financial results for the three and twelve-month periods ended December 31, 2003. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference. 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/ William P. Mooney ---------------------------------- Executive Vice President and Chief Financial Officer Date: March 9, 2004 EXHIBIT INDEX Number Description Method of Filing - ------ ----------- ---------------- 99.1 Press release dated March 9, 2004 Filed herewith EX-99.1 3 e17186ex99-1.txt PRESS RELEASE Exhibit 99.1 Baker Reports 2003 Financial Results PITTSBURGH, March 9 /PRNewswire-FirstCall/ -- Michael Baker Corporation (Amex: BKR) today reported its financial results for the fourth quarter and full year of 2003. For the full year, the company achieved net income of $2.1 million, or $0.25 per diluted share, on total contract revenues of $426 million, compared with net income of $9.6 million, or $1.12 per diluted share, on total contract revenues of $405 million in 2002. Income from operations in 2003 was $6.4 million, compared to $17.2 million in year 2002. The decline in year- over-year earnings is attributable primarily to several factors that were reported on throughout the year, including: the overall mix of project work in the Energy segment, which yielded relatively lower margins; costs related to the company's new information systems; increased medical and insurance costs; and higher net interest expense. The company's Engineering and Energy business segments' total contract revenues for the year were $251 million and $175 million, respectively, compared with the $243 million and $163 million reported in 2002. Operating income in the Engineering and Energy segments for 2003 was $6.4 million and $1.3 million, respectively, compared to $10.3 million and $6.6 million in 2002. Operating income before corporate overhead allocations in the Engineering segment increased 12 percent compared to the prior year, while operating income before corporate overhead in the Energy business declined 44 percent relative to 2002. Engineering's 2002 operating income included the adverse impact of the litigation settlement with LTV, which occurred during the fourth quarter. Energy's operating income decrease was the result of the project mix mentioned above, represented by the 70 percent decline in OPCO- related revenue, and higher than anticipated startup costs for the two onshore Managed Services contracts initiated during the year with Huber Energy. Operating margins for these businesses before corporate overhead allocations were 7.1 percent for Engineering and 3.0 percent for Energy in 2003, compared to 6.6 percent and 5.8 percent, respectively, in 2002. The margin decline in Energy is due mainly to the segment's operating loss in the 2003 fourth quarter, which resulted from the startup costs mentioned previously, higher insurance costs, and costs associated with an organizational restructuring. Net interest expense for 2003 was ($783,000) compared to a net interest gain of $201,000 in 2002. In this connection, the company repaid $7.0 million of long-term debt during the 2003 fourth quarter, to a year-end level of $13.5 million. Total backlog for the Engineering and Energy businesses at year-end 2003 was $721 million, compared to $545 million at year-end 2002. The increase is attributable primarily to the Energy segment's addition of the two new four- year onshore Managed Service contracts with Huber Energy, and the renewal of a five-year operations and maintenance contract in Thailand. Engineering backlog increased five percent in the year-over-year comparison. In fourth quarter 2003, the company recorded net income of $890,000, or $0.11 per diluted share, on total contract revenues of $116 million, compared with a net loss of ($2.0) million, or ($0.24) per diluted common share, on total contract revenues of $102 million for fourth quarter 2002. "The year 2003 was a challenging one for Baker - disappointing with regard to the short term, but encouraging for the longer term," Donald P. Fusilli, Jr., president and chief executive officer, said. "Our new information infrastructure is now in place and we are expecting to achieve operating improvement. We also are well positioned to greatly expand our work in the Federal sector as a result of our marketing and sales efforts in 2003. Additionally, we are nearing the execution of our $750 million program management contract with FEMA, and are closely examining our Energy operations to control our costs and position the segment to more aggressively pursue higher margin, Managed Service agreements onshore and with the new breed of property owners in the Gulf of Mexico." He added that the company expects to provide revenue and earnings guidance for 2004 in conjunction with the completion of negotiations on the FEMA contract. Michael Baker Corporation ( www.mbakercorp.com ) provides engineering and energy expertise for public and private sector clients worldwide. The firm's primary services include engineering design for the transportation and civil infrastructure markets, operation and maintenance of oil and gas production facilities, architecture, environmental services, and construction management for building and transportation projects. Baker has more than 4,400 employees in over 30 offices across the United States and internationally. (The above information includes certain forward looking statements concerning future operations and performance of the Company. Forward looking statements are subject to market, operating and economic risks and uncertainties that may cause the Company's actual results in future periods to be materially different from the performance suggested above. Factors that may cause such differences include, among others: increased competition; increased costs; changes in general market conditions; changes in anticipated levels of government spending on infrastructure; and changes in loan relationships or sources . Such forward looking statements are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.) FINANCIAL SUMMARY (Unaudited) Fourth Quarter Operating Results (In thousands, except earnings per share) 2003 2002 ---- ---- Total contract revenues $115,548 $102,382 Gross profit $16,357 $9,139 Income/(loss) from operations $2,645 $(2,932) Income/(loss) before taxes $2,469 $(2,739) Net income/(loss) $890 $(2,010) Weighted average shares outstanding: Basic 8,320 8,384 Diluted 8,398 8,457 Net income/(loss) per share: Basic $0.11 $(0.24) Diluted $0.11 $(0.24) -------------------------------------------------------------------------- Twelve Month Operating Results (In thousands, except earnings per share) 2003 2002 ---- ---- Total contract revenues $425,983 $405,264 Gross profit $61,104 $65,249 Income from operations $6,361 $17,227 Income before taxes $4,920 $17,394 Net income $2,066 $9,566 Weighted average shares outstanding: Basic 8,324 8,351 Diluted 8,384 8,515 Net income per share: Basic $0.25 $1.15 Diluted $0.25 $1.12 -------------------------------------------------------------------------- For the quarter ended Dec. 31 For the year ended Dec. 31 2003 2002 2003 2002 ----------------------------------------------------------- Engineering Revenue $67.6 $61.0 $250.6 $242.6 Income/(loss) from operations pre-Corporate overhead 6.9 (0.9) 17.9 16.0 Less: Corporate overhead (2.8) (1.2) (11.5) (5.7) ---------------------------------------------------------------------- Income/(loss) from operations 4.1 (2.1) 6.4 10.3 ---------------------------------------------------------------------- Energy Revenue 47.9 41.3 175.4 162.6 Income/(loss) from operations pre-Corporate overhead (0.1) 0.7 5.3 9.5 Less: Corporate overhead (1.0) (0.6) (4.0) (2.9) ---------------------------------------------------------------------- Income/(loss) from operations (1.1) 0.1 1.3 6.6 ---------------------------------------------------------------------- Non-Core Revenue - 0.1 - 0.1 Income/(loss) from operations pre-Corporate overhead (0.2) (0.5) 0.1 3.5 Less: Corporate overhead - 0.1 - (2.3) ---------------------------------------------------------------------- Income/(loss) from operations (0.2) (0.4) 0.1 1.2 ---------------------------------------------------------------------- Total reportable segments Revenues 115.5 102.4 426.0 405.3 Income/(loss) from operations pre-Corporate overhead 6.6 (0.7) 23.3 29.0 Less: Corporate overhead (3.8) (1.7) (15.5) (10.9) ---------------------------------------------------------------------- Income/(loss) from operations 2.8 (2.4) 7.8 18.1 ---------------------------------------------------------------------- ---------------------------------------------------------------------- Other Corporate/ Insurance expense (0.2) (0.5) (1.4) (0.9) ---------------------------------------------------------------------- ---------------------------------------------------------------------- Total Company - Income/(loss) from operations $2.6 $(2.9) $6.4 $17.2 ---------------------------------------------------------------------- Backlog (In thousands) At 12/31/03 At 12/31/02 ----------------------------- Total $720,700 $545,200 -------------------------------------------------------------------------- Condensed Balance Sheet (In thousands) At 12/31/03 At 12/31/02 ------------------------------ ASSETS Cash and cash equivalents $3,104 $9,885 Receivables, net 75,790 65,742 Costs in excess of billings 51,620 29,723 Prepaid expenses and other 9,899 6,220 -------------------------------------------------------------------------- Total current assets 140,413 111,570 Property, plant and equipment, net 17,402 17,459 Goodwill and other intangible assets, net 9,233 9,519 Other assets 6,355 6,549 -------------------------------------------------------------------------- Total assets $173,403 $145,097 -------------------------------------------------------------------------- LIABILITIES & SHAREHOLDERS' INVESTMENT Accounts payable $22,109 $20,373 Accrued compensation and insurance 25,618 20,977 Other accrued expenses 20,464 25,009 Billings in excess of costs 16,611 4,191 -------------------------------------------------------------------------- Total current liabilities 84,802 70,550 Long-term debt 13,481 - Other liabilities 2,539 3,128 -------------------------------------------------------------------------- Total liabilities 100,822 73,678 -------------------------------------------------------------------------- Common Stock and Series B Common Stock 8,711 8,694 Additional paid-in capital 38,298 38,146 Retained earnings 29,477 27,411 Other comprehensive loss (912) (569) Unearned compensation (40) - Less - Treasury shares (2,953) (2,263) -------------------------------------------------------------------------- Total shareholders' investment 72,581 71,419 -------------------------------------------------------------------------- Total liabilities & shareholders' investment $173,403 $145,097 -------------------------------------------------------------------------- SOURCE Michael Baker Corporation -0- 03/09/2004 /CONTACT: David Higie of Michael Baker Corporation, +1-412-269-6449/ /Photo: http://www.newscom.com/cgi-bin/prnh/20020605/BAKERLOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, photodesk@prnewswire.com / /Web site: http://www.mbakercorp.com / (BKR) CO: Michael Baker Corporation ST: Pennsylvania IN: CST OIL SU: ERN -----END PRIVACY-ENHANCED MESSAGE-----