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) May 8, 2012
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
(Registrants 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)) |
Item 2.02. | Results of Operations and Financial Condition. |
On May 8, 2012, Michael Baker Corporation (the Company) issued a press release reporting, among other things, the Companys financial results for the quarter ended April 1, 2012. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
The following exhibit is furnished with this report on Form 8-K:
Exhibit No. |
Description | |
99.1 | Press release dated May 8, 2012. |
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: May 8, 2012
EXHIBIT INDEX
Number |
Description |
Method of Filing | ||
99.1 | Press release dated May 8, 2012. | Filed herewith. |
Exhibit 99.1
NEWS RELEASE
Contact: David Higie | ||
Phone: (412) 269-6449 | ||
Release: Immediate (May 8, 2012) |
BAKER REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS
PITTSBURGH Michael Baker Corporation (NYSE Amex:BKR) today announced its financial results for the first quarter of 2012.
Unless noted otherwise, the information and discussion contained in this news release pertains to Bakers continuing operations, while the Companys Form 10-Q, which is being filed with the SEC concurrent with this announcement, presents a complete discussion of both continuing and discontinued operations. Included in continuing operations are the financial results of RBF Consulting (RBF), which Baker acquired effective October 1, 2011.
For the quarter, Baker reported net income from continuing operations of $1.0 million, or $0.10 per diluted share, on revenues of $151.7 million, compared to net income from continuing operations of $0.7 million, or $0.08 per diluted share, on revenues of $121.0 million in the first quarter of 2011.
The 25 percent increase in first-quarter 2012 revenues resulted primarily from the addition of $25.9 million in revenues from RBF and increases in certain key Transportation segment projects, including U.S. Highway 290 in Texas and work performed for the Maryland Aviation Administration. This increase was partially offset by a decrease in work performed by the Federal segment for FEMA and the U.S. Army Corp of Engineers (USACE)-Middle East District.
Operating income from continuing operations for both the first quarter of 2012 and 2011 was $1.4 million. These 2012 results were driven primarily by gains in revenue volume and project mix in the Transportation segment, which was largely offset by a decrease in the Federal segments operating income due to increased costs related to pursuing international work, the aforementioned decrease in work for FEMA and the USACE-Middle East District.
Selling, general and administrative expenses expressed as a percentage of revenue were 14.8 percent for the current period compared to 16.3 percent for the first quarter of 2011. This decrease is attributable to the period-over-period decrease in SG&A personnel, excluding the impact of RBF.
The Companys effective rate for income taxes from continuing operations was 38.0 percent at April 1, 2012, compared to 37.5 percent at March 31, 2011.
Total backlog at April 1, 2012, was $1.65 billion, compared to $1.59 billion at December 31, 2011. Of these totals, $681 million and $685 million, respectively, are considered funded backlog.
On the balance sheet as of April 1, 2012, the Company had cash and investment balances of $60.1 million, compared to $48.4 million at December 31, 2011, and no debt. Net cash provided by operating activities in the current period was $13.3 million, compared to $7.0 million in the year-ago quarter.
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ADD ONE BAKER FINANCIAL RESULTS FOR FIRST QUARTER 2012
Commenting on the results, President and Chief Executive Officer Bradley L. Mallory, said: The first quarter of 2012 got off to a slow start, but picked up appreciably in March. Although our performance was slightly better than last year, we are committed to improving significantly over the remainder of the year through carefully targeted initiatives and further cost controls.
Michael Baker Corporation (www.mbakercorp.com) provides engineering, design, planning and construction services for its clients most complex challenges worldwide. The firms primary business areas are architecture, aviation, defense, environmental, geospatial, homeland security, municipal & civil, oil & gas, rail & transit, telecommunications & utilities, transportation, urban development and water. With more than 3,000 employees in nearly 100 offices across the United States, Baker is focused on creating value by delivering innovative and sustainable solutions for infrastructure and the environment.
Conference Call
Michael Baker Corporation has scheduled a conference call and webcast for Tuesday, May 8, at 10:00 AM Eastern Daylight Savings Time to discuss these results. Please call 877-769-6805 at least 10 minutes prior to the start of the call. To access the webcast, please visit the investor relations portion of Bakers website at www.mbakercorp.com.
(The above information contains forward-looking statements concerning our future operations and performance. Forward-looking statements are subject to market, operating and economic risks and uncertainties that may cause our actual results in future periods to be materially different from any future performance suggested herein. 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 our relationship and/or contracts with the Federal Emergency Management Agency (FEMA); changes in anticipated levels of government spending on infrastructure, including the Safe, Accountable, Flexible, Efficient Transportation Equity ActA Legacy for Users (SAFETEA-LU); changes in loan relationships or sources of financing; changes in management; changes in information systems, and acquisition-related activity. Certain of these risk factors are set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2011, as well as the Companys other reports filed with the Securities and Exchange Commission. Such forward-looking statements are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.)
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ADD TWO - BAKER FINANCIAL RESULTS FOR FIRST QUARTER 2012
FINANCIAL SUMMARY
(Unaudited)
For the quarter ended | ||||||||
First Quarter Operating Results |
April 1, | March 31, | ||||||
(In thousands, except earnings per share) | 2012 | 2011 | ||||||
Revenues |
$ | 151,659 | $ | 121,033 | ||||
Gross profit |
23,817 | 21,129 | ||||||
Operating income |
1,411 | 1,409 | ||||||
Income before income taxes and noncontrolling interests |
1,736 | 1,532 | ||||||
Net income from continuing operations attributable to Michael Baker Corporation |
959 | 748 | ||||||
Income from discontinued operations, net of tax |
737 | 84 | ||||||
Net income attributable to Michael Baker Corporation |
$ | 1,696 | $ | 832 | ||||
Earnings per share: |
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Basic-continuing operations |
$ | 0.10 | $ | 0.08 | ||||
Diluted-continuing operations |
0.10 | 0.08 | ||||||
Basic-net income |
0.18 | 0.09 | ||||||
Diluted-net income |
$ | 0.18 | $ | 0.09 |
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ADD THREE - BAKER FINANCIAL RESULTS FOR FIRST QUARTER 2012
Segment Results (Unaudited)
(In millions)
For the quarter ended | ||||||||
April 1, 2012 |
March 31, 2011 |
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Revenues |
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Transportation |
$ | 80.5 | $ | 67.7 | ||||
Federal |
71.2 | 53.3 | ||||||
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Total revenues |
$ | 151.7 | $ | 121.0 | ||||
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Gross Profit |
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Transportation |
$ | 13.4 | $ | 9.5 | ||||
Federal |
11.3 | 12.0 | ||||||
Corporate |
(0.9 | ) | (0.4 | ) | ||||
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Total gross profit |
23.8 | 21.1 | ||||||
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Less: SG&A |
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Transportation |
(12.2 | ) | (12.0 | ) | ||||
Federal |
(10.2 | ) | (7.7 | ) | ||||
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Total SG&A |
(22.4 | ) | (19.7 | ) | ||||
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Total operating income/(loss) |
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Transportation |
1.2 | (2.5 | ) | |||||
Federal |
1.1 | 4.3 | ||||||
Corporate |
(0.9 | ) | (0.4 | ) | ||||
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Total operating income |
$ | 1.4 | $ | 1.4 | ||||
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Backlog |
As of | |||||||
(In millions) |
April 1, 2012 |
December 31, 2011 |
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Funded |
$ | 680.6 | $ | 684.6 | ||||
Unfunded |
970.6 | 908.6 | ||||||
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Total |
$ | 1,651.2 | $ | 1,593.2 | ||||
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ADD FOUR - BAKER FINANCIAL RESULTS FOR FIRST QUARTER 2012
Condensed Consolidated Balance Sheets |
As of | |||||||
(In thousands) |
April 1, 2012 |
December 31, 2011 |
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ASSETS |
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Cash and cash equivalents |
$ | 55,732 | $ | 36,050 | ||||
Available for sale securities |
4,374 | 12,323 | ||||||
Receivables, net |
97,227 | 104,091 | ||||||
Unbilled revenues on contracts in progress |
76,772 | 77,713 | ||||||
Prepaid expenses and other |
9,995 | 8,951 | ||||||
Prepaid income taxes |
5,920 | 7,149 | ||||||
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Total current assets |
250,020 | 246,277 | ||||||
Property, plant and equipment, net |
19,716 | 20,903 | ||||||
Goodwill and other intangible assets, net |
101,717 | 104,505 | ||||||
Deferred income tax asset |
1,389 | 1,389 | ||||||
Other long-term assets |
6,923 | 6,800 | ||||||
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Total assets |
$ | 379,765 | $ | 379,874 | ||||
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LIABILITIES & SHAREHOLDERS INVESTMENT |
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Accounts payable |
$ | 43,331 | $ | 44,434 | ||||
Accrued compensation and insurance |
39,929 | 36,366 | ||||||
Billings in excess of revenues on contracts in progress |
20,878 | 24,064 | ||||||
Deferred income tax liability |
13,659 | 13,659 | ||||||
Income taxes payable |
768 | 1,113 | ||||||
Other accrued expenses |
11,600 | 12,905 | ||||||
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Total current liabilities |
130,165 | 132,541 | ||||||
Deferred income tax liability |
16,120 | 16,823 | ||||||
Other long-term liabilities |
10,401 | 9,881 | ||||||
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Total liabilities |
156,686 | 159,245 | ||||||
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Common Stock |
10,077 | 10,067 | ||||||
Additional paid-in capital |
66,882 | 66,218 | ||||||
Retained earnings |
150,301 | 148,605 | ||||||
Accumulated other comprehensive loss |
(16 | ) | (90 | ) | ||||
Less - Treasury shares |
(4,947 | ) | (4,888 | ) | ||||
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Total Michael Baker Corporation shareholders investment |
222,297 | 219,912 | ||||||
Noncontrolling interests |
782 | 717 | ||||||
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Total shareholders investment |
223,079 | 220,629 | ||||||
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Total liabilities & shareholders investment |
$ | 379,765 | $ | 379,874 | ||||
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