-----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, Qoa3K/5Hs4IVoHEMAmDl9IzQWeINRDHiIyE8eh5HXMjN2kksJbr87Z6p16qaVPLy GW4kQRwLqTeQYTl1GaQdAg== 0000891092-04-005329.txt : 20041103 0000891092-04-005329.hdr.sgml : 20041103 20041103113152 ACCESSION NUMBER: 0000891092-04-005329 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041103 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041103 DATE AS OF CHANGE: 20041103 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: 041115241 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 e19593_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 3, 2004 - -------------------------------------------------------------------------------- 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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2 - Financial Information Item 2.02. Results of Operations and Financial Condition. The following information is being furnished pursuant to Item 2.02 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 November 3, 2004, Michael Baker Corporation (the "Company") issued a press release reporting the Company's financial results for the three and nine-month periods ended September 30, 2004. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference. Section 9 - Financial Statements and Exhibits Item 9.01. 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 November 3, 2004 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: November 3, 2004 EXHIBIT INDEX Number Description Method of Filing - ------ ----------- ---------------- 99.1 Press release dated November 3, 2004 Filed herewith EX-99.1 2 e19593ex99_1.txt PRESS RELEASE Exhibit 99.1 Baker Reports Revenue and EPS Gains for 2004 Third Quarter PITTSBURGH, Nov. 3 /PRNewswire-FirstCall/ -- Michael Baker Corporation (Amex: BKR) today reported substantial increases in total contract revenues and earnings per share for both the third quarter and first nine months of 2004 compared to the same period in 2003. For the quarter, the company reported net income of $3.3 million, or $0.38 per diluted share, on total contract revenues of $141 million. This compares with net income of $1.2 million, or $0.14 per diluted share, on total contract revenues of $106 million in the third quarter of 2003. The current quarter benefited from strong revenue and operating performances in both the Engineering and Energy segments, as well as from lower insurance-related and benefit costs. Earnings in the prior year quarter were adversely impacted by the overall mix of project work and a number of administrative and operating- related costs in both segments that were not present in the current period. Revenues in the Engineering business increased 37 percent from the year- ago quarter, while operating income, before corporate overhead allocations, increased 80 percent over the same period. The major factor in the operating income before corporate overhead improvement was a continuation of the higher labor utilization rates that the Engineering segment has experienced throughout the year to date, the result of the sizeable backlog it had to begin the year and the addition of several Federal government contracts the company has received in 2004, including the Program Management contract with the Federal Emergency Management Agency (FEMA). Operating income before corporate overhead expressed as a percentage of Engineering segment contract revenues was 9.7 percent for third-quarter 2004, compared to 7.3 percent in third-quarter 2003. Revenues in the Energy business increased 25 percent from the third quarter of 2003, while operating income, before corporate overhead allocations, rose 26 percent over the same period. The improvement in operating income before corporate overhead is attributable primarily to an increase in Managed Services revenues compared to the third quarter of 2003, and higher third-quarter 2004 margins on international projects. During the current period, the Managed Services business accounted for approximately 21 percent of the segment's total contract revenue, and included a performance incentive payment related to its onshore contracts. Operating income before corporate overhead expressed as a percentage of Energy segment contract revenues was 4.4 percent for the current quarter 2004, compared to 4.3 percent in the year-ago period. For the first nine months of 2004, net income was $10.0 million, or $1.18 per diluted share, on total contract revenues of $396 million, compared to net income of $1.2 million, or $0.14 per diluted share, on total contract revenues of $310 million for the first nine months of 2003. Combined operating income before corporate overhead allocations in the two business segments increased 84 percent on a comparative nine-month basis due to many of the factors listed above, while operating margins, before corporate overhead allocations, were 9.6 percent for Engineering and 4.5 percent for Energy. At September 30, 2004, total backlog for the company's businesses was $1.5 billion compared to $0.7 billion for these same businesses at December 31, 2003. Commenting on the results, Donald P. Fusilli, Jr., president and chief executive officer, said: "We continue to be pleased with our performance in 2004 and are encouraged by the business and market trends heading into 2005. On the Engineering side, the Federal market remains strong, and the eight- month extension of TEA-21 has allowed our state transportation department clients to award some limited projects for next year. In Energy, we are well positioned to capitalize on the opportunities being offered by our customers as they increase capital investments due to the higher commodity prices for oil and gas." He added that while the company's financial results to date include only a limited amount of incentive payments under performance-based contracts, Baker believes that it continues to add value to the customers it serves under these contract arrangements and is optimistic it will improve in 2005. Michael Baker Corporation ( http://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 40 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 the Company's relationship and/or contracts with FEMA; changes in anticipated levels of government spending on infrastructure, including TEA-21; changes in loan relationships or sources of financing; changes in management; changes in information systems; and costs to comply with the requirements of the Sarbanes-Oxley Act of 2002. Such forward-looking statements are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.) FINANCIAL SUMMARY (Unaudited) Operating Results For the quarter ended September 30 ----------------- ---------------------------------- (In thousands, except 2004 2003 earnings per share) ---- ---- Total contract revenues $140,652 $106,338 Gross profit $21,986 $16,282 Income from operations $5,994 $2,677 Income before taxes $5,969 $2,508 Net income $3,283 $1,205 Weighted average shares outstanding: Basic 8,414 8,320 Diluted 8,541 8,391 Net income per share: Basic $0.39 $0.14 Diluted $0.38 $0.14 ======================================================================= Operating Results For the nine months ended September 30 ----------------- -------------------------------------- (In thousands, except 2004 2003 earnings per share) ---- ---- Total contract revenues $396,259 $310,436 Gross profit $66,917 $44,747 Income from operations $17,512 $3,716 Income before taxes $18,157 $2,451 Net income $9,986 $1,176 Weighted average shares outstanding: Basic 8,379 8,326 Diluted 8,496 8,382 Net income per share: Basic $1.19 $0.14 Diluted $1.18 $0.14 ======================================================================== For the three For the nine Segment results months ended months ended --------------- ----------------- ----------------- (In millions) 9/30/04 9/30/03 9/30/04 9/30/03 ------- ------- ------- -------- Engineering ----------- Revenues $86.0 $62.6 $242.0 $182.9 Income from operations before Corporate overhead 8.3 4.6 23.2 10.9 Less: Corporate overhead (2.9) (2.8) (8.5) (8.7) -------------------------------------------------------------------------- Income from operations 5.4 1.8 14.7 2.2 -------------------------------------------------------------------------- Energy ------ Revenues 54.7 43.7 154.2 127.5 Income from operations before Corporate overhead 2.4 1.9 6.9 5.5 Less: Corporate overhead (1.2) (0.9) (3.5) (3.1) -------------------------------------------------------------------------- Income from operations 1.2 1.0 3.4 2.4 -------------------------------------------------------------------------- Non-Core -------- Revenues - - - - Income from operations before Corporate overhead - 0.1 0.2 0.3 Less: Corporate overhead - - - - -------------------------------------------------------------------------- Income from operations - 0.1 0.2 0.3 -------------------------------------------------------------------------- Total Reportable Segments ------------------------- Revenues 140.7 106.3 396.2 310.4 Income from operations before Corporate overhead 10.7 6.6 30.3 16.7 Less: Corporate overhead (4.1) (3.7) (12.0) (11.8) -------------------------------------------------------------------------- Income from operations 6.6 2.9 18.3 4.9 -------------------------------------------------------------------------- Other Corporate/Insurance expense (0.6) (0.2) (0.8) (1.2) -------------------------------------------------------------------------- Total Company - Income from operations $6.0 $2.7 $17.5 $3.7 ========================================================================== Backlog ------- (In millions) At 9/30/04 At 12/31/03 ---------- ----------- Total $1,522.1 $720.7 ==================================================================== Condensed Balance Sheet ----------------------- (In thousands) At 9/30/04 At 12/31/03 ---------- ----------- ASSETS Cash and cash equivalents $11,396 $9,274 Receivables, net 84,393 74,940 Costs in excess of billings 61,295 51,620 Prepaid expenses and other 10,655 9,899 ------------------------------------------------------------------------ Total current assets 167,739 145,733 Property, plant and equipment, net 17,063 17,402 Goodwill and other intangible assets, net 9,019 9,233 Other assets 7,961 7,205 ------------------------------------------------------------------------ Total assets $201,782 $179,573 ======================================================================== LIABILITIES & SHAREHOLDERS' INVESTMENT Accounts payable $40,662 $28,279 Accrued compensation and insurance 39,264 25,618 Other accrued expenses 22,427 20,464 Billings in excess of costs 12,829 16,611 ------------------------------------------------------------------------ Total current liabilities 115,182 90,972 Long-term debt - 13,481 Other liabilities 2,987 2,539 ------------------------------------------------------------------------ Total liabilities 118,169 106,992 ------------------------------------------------------------------------ Common Stock 8,816 8,711 Additional paid-in capital 39,298 38,298 Retained earnings 39,463 29,477 Other comprehensive loss (929) (912) Unearned compensation expense (82) (40) Less - Treasury shares (2,953) (2,953) ------------------------------------------------------------------------ Total shareholders' investment 83,613 72,581 ------------------------------------------------------------------------ Total liabilities & shareholders' investment $201,782 $179,573 ======================================================================== SOURCE Michael Baker Corporation -0- 11/03/2004 /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-----