-----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, NqfAoiQwT0d7/s2kZ66LmlUBIqYTf/Oe0K51YwixoGZEF8ISCV2EgFv4QaAlmQOx DruBFNARNVfdrpjzWkLrFw== 0000891092-04-002322.txt : 20040507 0000891092-04-002322.hdr.sgml : 20040507 20040507105405 ACCESSION NUMBER: 0000891092-04-002322 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040507 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040507 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: 04787307 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 e17831_8k.txt FORM 8-K 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: May 7, 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 May 7, 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 May 7, 2004, Michael Baker Corporation (the "Company") issued a press release reporting the Company's financial results for the three-month period ended March 31, 2004. 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: May 7, 2004 EXHIBIT INDEX Number Description Method of Filing - ------ ----------- ---------------- 99.1 Press release dated May 7, 2004 Filed herewith EX-99.1 2 e17831ex99-1.txt PRESS RELEASE Exhibit 99.1 Baker Reports Revenue and EPS Gains for First Quarter of 2004 PITTSBURGH, May 7 /PRNewswire-FirstCall/ -- Michael Baker Corporation (Amex: BKR) today reported improved financial results for the first quarter of 2004, as total contract revenues and diluted earnings per share increased significantly compared to the year-ago period. Both of the company's operating segments posted revenue and operating income increases during the quarter. (Logo: http://www.newscom.com/cgi-bin/prnh/20020605/BAKERLOGO ) For the quarter, Baker posted net income of $3.1 million, or $0.37 per diluted share, on total contract revenues of $125 million. This compares with a net loss of ($97,000), or ($0.01) per diluted share, on total contract revenues of $99 million in first-quarter 2003. The current quarter benefited from a particularly strong revenue and operating performance in the Engineering segment, relatively lower medical and retirement program benefit costs, and a non-recurring gain on the sale of shares held of an insurance firm. The 2003 first-quarter performance was adversely impacted by a number of operating and other factors, including project mix in the Energy segment, lower than anticipated volume and labor utilization rates in the Engineering segment, and the startup and other costs associated with the company's new information systems. Revenues in the Engineering business were 28 percent greater than the same period last year, while operating income before corporate overhead allocations increased 154 percent. The major factor in the operating income improvement was a significant increase in labor utilization rates during the quarter compared to first-quarter 2003, the result of the substantial backlog of work the segment had to begin 2004, including the recently awarded, up to $750 million Program Management contract with the Federal Emergency Management Agency (FEMA). Operating margins, before corporate overhead, were 9.5 percent for first-quarter 2004, compared to 4.8 percent in first-quarter 2003. Revenues in the Energy business were 23 percent higher, while operating income before corporate overhead allocations increased 85 percent, in first- quarter 2004 compared to first-quarter 2003. Contributing to these improved results were higher volume and improved margins in several of the segment's projects. Operating margins, before corporate overhead, were 4.8 percent for the current quarter 2004, compared to 3.2 percent in the year-ago period. Both the Engineering and Energy segments' operating results benefited from the company's continuing cost containment efforts, including the adjustments in the medical and retirement plans mentioned earlier. Net interest expense was ($113,000) for the current quarter, compared to net interest expense of ($82,000) for the prior period. At quarter's end, the company had borrowings of $3.9 million, a reduction of approximately $9.6 million from year-end levels. Total backlog for the company was $1.4 billion at March 31, 2004, compared to $721 million at year-end 2003. The first-quarter 2004 backlog includes approximately $740 million for the FEMA contract. Commenting on the results, President and Chief Executive Officer Donald P. Fusilli, Jr., said, "Michael Baker Corporation is committed to our strategy of focusing on the Engineering and Energy business to deliver improved financial performance to our shareholders. We are pleased with these results, as they indicate the potential this strategy has for our company. The backlog of work we built in both segments during 2003 and early 2004 are yielding the expected earnings growth. Engineering continues to receive contract awards across our focused practice lines, especially in the Federal sector. Market conditions in the Energy sector are improving with a stronger outlook for investment in new projects, which we believe will benefit both our onshore managed services and international O&M businesses. We remain optimistic about our 2004 performance, which we expect to be in line with our previously provided guidance." 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 industry trends; changes in the regulatory environment; changes in anticipated levels of government spending on infrastructure; and changes in loan relationships or sources of financing. Such forward-looking statements are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.) FINANCIAL SUMMARY (Unaudited) First Quarter Operating Results For the quarter ended March 31 =============================== ============================== (In thousands, except earnings per share) 2004 2003 ==== ==== Total contract revenues $125,005 $99,299 Gross profit $20,941 $13,446 Income/(loss) from operations $5,385 $(111) Income/(loss) before taxes $5,845 $(179) Net income/(loss) $3,098 $(97) Weighted average shares outstanding: Basic 8,320 8,346 Diluted 8,421 8,346 Net income/(loss) per share Basic $0.37 $(0.01) Diluted $0.37 $(0.01) ========================================================================== For the quarter ended March 31 ============================== 2004 2003 Engineering ==== ==== =========== Revenues $74.9 $58.7 Income from operations before Corporate overhead 7.1 2.8 Less: Corporate overhead (2.8) (3.0) ========================================================================= Income/(loss) from operations 4.3 (0.2) ========================================================================= Energy ====== Revenues 50.1 40.6 Income from operations before Corporate overhead 2.4 1.3 Less: Corporate overhead (1.1) (1.1) ========================================================================= Income from operations 1.3 0.2 ========================================================================= Non-Core ======== Revenues - - Income from operations before Corporate overhead 0.3 0.3 Less: Corporate overhead - - ======================================================================== Income from operations 0.3 0.3 ======================================================================== Total Reportable Segments ========================= Revenues 125.0 99.3 Income from operations before Corporate overhead 9.8 4.4 Less: Corporate overhead (3.9) (4.1) ======================================================================== Income from operations 5.9 0.3 ======================================================================== Other Corporate/Insurance expense (0.5) (0.4) ======================================================================== Total Company - Income/(loss) from operations $5.4 $(0.1) ======================================================================== Backlog ======= (In thousands) At 3/31/04 At 12/31/03 Total $1,428,900 $720,700 ======================================================================== Condensed Balance Sheet ======================= (In thousands) At 3/31/04 At 12/31/03 ASSETS Cash and cash equivalents $5,277 $3,104 Receivables, net 80,122 75,790 Costs in excess of billings 49,452 51,620 Prepaid expenses and other 7,686 9,899 ========================================================================= Total current assets 142,537 140,413 Property, plant and equipment, net 16,749 17,402 Goodwill and other intangible assets, net 9,161 9,233 Other assets 7,256 6,355 ========================================================================= Total assets $175,703 $173,403 ========================================================================= LIABILITIES & SHAREHOLDERS' INVESTMENT Accounts payable $26,357 $22,109 Accrued compensation and insurance 31,903 25,618 Other accrued expenses 20,018 20,464 Billings in excess of costs 15,462 16,611 ========================================================================= Total current liabilities 93,740 84,802 Long-term debt 3,859 13,481 Other liabilities 2,417 2,539 ========================================================================= Total liabilities 100,016 100,822 ========================================================================= Common Stock 8,713 8,711 Additional paid-in capital 38,312 38,298 Retained earnings 32,575 29,477 Other comprehensive loss (928) (912) Unearned compensation (32) (40) Less - Treasury shares (2,953) (2,953) ========================================================================= Total shareholders' investment 75,687 72,581 ========================================================================= Total liabilities & shareholders' investment $175,703 $173,403 ========================================================================= SOURCE Michael Baker Corporation -0- 05/07/2004 /CONTACT: David Higie of Michael Baker Corporation, +1-412-269-6449/ /Photo: NewsCom: 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-----