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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005
Commission file number 1-6627
MICHAEL BAKER CORPORATION
-------------------------
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0927646
------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Airside Business Park, 100 Airside Drive, Moon Township, PA 15108
- ----------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(412) 269-6300
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of April 30, 2005:
Common Stock 8,559,922 shares
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
In this Form 10-Q, the terms "we," "us," or "our" refer to Michael Baker
Corporation and its subsidiaries.
We have prepared the condensed consolidated financial statements which follow,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Although certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations, we believe that the
disclosures are adequate to make the information presented not misleading. The
statements reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the results for the periods presented. All
such adjustments are of a normal and recurring nature unless specified
otherwise. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in our latest Annual Report on Form 10-K.
This Quarterly Report on Form 10-Q, particularly the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" section in Part
I, 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
relationships 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.
-1-
MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
For the three months ended
-------------------------------
MARCH 31, 2005 March 31, 2004
-------------------------------
(In thousands, except
per share amounts)
Total contract revenues $ 143,963 $ 125,005
Cost of work performed 121,046 104,064
----------- ------------
Gross profit 22,917 20,941
Selling, general and administrative expenses 17,194 15,556
----------- ------------
Income from operations 5,723 5,385
Other income/(expense):
Interest income 45 5
Interest expense (10) (118)
Other, net 201 573
----------- ------------
Income before income taxes 5,959 5,845
Provision for income taxes 2,503 2,747
----------- ------------
NET INCOME $ 3,456 $ 3,098
Other comprehensive loss -
Foreign currency translation adjustments, net of tax (19) (9)
----------- ------------
COMPREHENSIVE INCOME $ 3,437 $ 3,089
=========== ============
BASIC NET INCOME PER SHARE $ 0.41 $ 0.37
DILUTED NET INCOME PER SHARE $ 0.40 $ 0.37
=========== ============
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-2-
MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
MAR. 31, 2005
(UNAUDITED) Dec. 31, 2004
------------- -------------
(In thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 11,283 $ 15,471
Receivables, net 91,206 79,559
Unbilled revenues on contracts in progress 72,200 71,280
Prepaid expenses and other 9,322 12,941
--------- ---------
Total current assets 184,011 179,251
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, NET 17,528 17,879
OTHER ASSETS
Goodwill and other intangible assets, net 8,876 8,947
Other assets 6,244 5,667
--------- ---------
Total other assets 15,120 14,614
--------- ---------
TOTAL ASSETS $ 216,659 $ 211,744
========= =========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES
Accounts payable $ 52,162 $ 48,326
Accrued employee compensation 26,251 27,278
Accrued insurance 8,633 9,180
Other accrued expenses 23,872 24,629
Billings in excess of revenues on contracts in progress 9,615 9,705
--------- ---------
Total current liabilities 120,533 119,118
--------- ---------
OTHER LIABILITIES
Other liabilities 5,621 6,094
Commitments and contingencies - -
--------- ---------
Total liabilities 126,154 125,212
--------- ---------
SHAREHOLDERS' INVESTMENT
Common Stock, par value $1, authorized 44,000,000 shares, issued
8,939,159 and 8,910,371 shares at 3/31/05 and 12/31/04, respectively 8,939 8,910
Additional paid-in-capital 40,503 40,000
Retained earnings 45,225 41,769
Other comprehensive loss (1,163) (1,129)
Unearned compensation expense (46) (65)
Less - 391,237 shares of Common Stock in treasury, at cost, at
3/31/05 and 12/31/04. (2,953) (2,953)
--------- ---------
Total shareholders' investment 90,505 86,532
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $ 216,659 $ 211,744
========= =========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-3-
MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the three months ended
-------------------------------
MARCH 31, 2005 March 31, 2004
-------------- --------------
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,456 $ 3,098
Adjustments to reconcile net income to net cash
(used in)/provided by operating activities:
Depreciation and amortization 1,129 1,160
Changes in assets and liabilities:
Increase in receivables and contracts in progress (12,667) (4,172)
(Decrease)/increase in accounts payable and
accrued expenses (1,045) 9,976
Decrease in other net assets 3,440 2,172
-------- --------
Total adjustments (9,143) 9,136
-------- --------
Net cash (used in)/provided by operating activities (5,687) 12,234
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (728) (455)
-------- --------
Net cash used in investing activities (728) (455)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase/(decrease) in book overdrafts 2,086 (1,122)
Repayments of long-term debt - (9,622)
Proceeds from the exercise of stock options 141 16
-------- --------
Net cash provided by/(used in) financing activities 2,227 (10,728)
-------- --------
Net (decrease)/increase in cash and cash equivalents (4,188) 1,051
Cash and cash equivalents, beginning of year 15,471 9,126
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 11,283 $ 10,177
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW DATA
Interest paid $ 4 $ 144
Income taxes paid $ - $ 319
======== ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-4-
MICHAEL BAKER CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE PERIOD ENDED MARCH 31, 2005
(UNAUDITED)
NOTE 1 - EARNINGS PER SHARE
The following table summarizes our weighted average shares outstanding for the
quarters ended March 31, 2005 and 2004. The additional shares included in
diluted shares outstanding are entirely attributable to stock options.
Weighted average shares outstanding 2005 2004
- ----------------------------------- --------- ---------
Basic 8,524,149 8,320,417
Diluted 8,726,788 8,444,460
--------- ---------
As of March 31, 2005, we did not have any stock options which were not included
in the computations of diluted shares outstanding because the option exercise
prices were less than the average market prices of our common shares. In
comparison, we had 194,096 stock options outstanding as of March 31, 2004, which
were not included in the computation of diluted shares outstanding for the
three-month period then ended because the option exercise prices were greater
than the average market prices of the common shares.
NOTE 2 - BUSINESS SEGMENT INFORMATION
Our business segments reflect how management makes resource decisions and
assesses its performance. Our Non-Core segment is considered to be fully wound
down. Accordingly, we reclassified the 2004 activity (in the table which
follows) to Corporate/Insurance expense to reflect this change. Effective
January 1, 2005, we have the following two reportable segments:
- - The Engineering segment provides a variety of design and related
consulting services. Such services include program management,
design-build, construction management, consulting, planning, surveying,
mapping, geographic information systems, architectural and interior
design, construction inspection, constructability reviews, site assessment
and restoration, strategic regulatory analysis, regulatory compliance, and
advanced management systems.
- - The Energy segment provides a full range of services for operating energy
production facilities worldwide. These services range from complete
outsourcing solutions to specific services such as training, personnel
recruitment, pre-operations engineering, maintenance management systems,
field operations and maintenance, procurement, and supply chain
management. Many of these service offerings are enhanced by the
utilization of this segment's Managed Services operating model as a
service delivery method.
-5-
The following table reflects the required disclosures for our reportable
segments (in millions):
TOTAL CONTRACT REVENUES/INCOME FROM OPERATIONS
For the three months ended
-------------------------------
MARCH 31, 2005 March 31, 2004
-------------- --------------
ENGINEERING
Revenue $ 93.9 $ 74.9
Income from operations before Corporate overhead 10.1 7.1
Less: Corporate overhead (2.8) (2.8)
-------- --------
Income from operations 7.3 4.3
-------- --------
ENERGY
Revenue 50.1 50.1
Income from operations before Corporate overhead 0.1 2.4
Less: Corporate overhead (1.1) (1.1)
-------- --------
(Loss)/income from operations (1.0) 1.3
-------- --------
TOTAL REPORTABLE SEGMENTS
Revenues 144.0 125.0
Income from operations before Corporate overhead 10.2 9.5
Less: Corporate overhead (3.9) (3.9)
-------- --------
Income from operations 6.3 5.6
-------- --------
Other Corporate/Insurance expense (0.6) (0.2)
-------- --------
TOTAL COMPANY - INCOME FROM OPERATIONS $ 5.7 $ 5.4
======== ========
MARCH 31, 2005 Dec. 31, 2004
-------------- -------------
Segment assets:
Engineering $ 123.7 $ 112.9
Energy 79.6 69.3
-------- --------
Subtotal - segments 203.3 182.2
Corporate/Insurance 13.4 29.5
-------- --------
Total $ 216.7 $ 211.7
======== ========
Our Engineering pre-tax results for the quarter ended March 31, 2005 were
favorably impacted by $0.5 million as a result of the accounting for an
intercompany insurance claim settlement. This situation resulted in an
overaccrual for this claim in fiscal year 2004. This overaccrual unfavorably
impacted our net income by approximately 2% for the year ended December 31,
2004.
NOTE 3 - LONG-TERM DEBT AND BORROWING ARRANGEMENTS
We have an unsecured credit agreement ("the Agreement") with a consortium of
financial institutions. The Agreement provides for a commitment of $60 million
through September 17, 2008. The commitment includes the sum of the principal
amount of revolving credit loans outstanding and the aggregate face value of
outstanding letters of credit. As of March 31, 2005, no borrowings were
outstanding under the Agreement; however, outstanding letters of credit totaled
$7.1 million as of this date.
-6-
NOTE 4 - CONTINGENCIES
Insurance coverage is obtained for catastrophic exposures as well as those risks
required to be insured by law or contract. We require our insurers to meet
certain minimum financial ratings at the time the coverages are placed; however,
insurance recoveries remain subject to the risk that the insurer will be
financially able to pay the claims as they arise. We are insured with respect to
our workers' compensation and general liability exposures subject to deductibles
or self-insured retentions. Loss provisions for these exposures are recorded
based upon our estimates of the aggregate liability for claims incurred. Such
estimates utilize certain actuarial assumptions followed in the insurance
industry.
We are self-insured for our primary layer of professional liability insurance
through a wholly-owned captive insurance subsidiary. The secondary layer of the
professional liability insurance continues to be provided, consistent with
industry practice, under a "claims-made" insurance policy placed with an
independent insurance company. Under claims-made policies, coverage must be in
effect when a claim is made. This insurance is subject to standard exclusions.
Our professional liability insurance coverage had been placed on a claims-made
basis with Reliance Insurance Group ("Reliance") for the period July 1, 1994
through June 30, 1999. In 2001, the Pennsylvania Insurance Commissioner placed
Reliance into liquidation. We remain uncertain at this time what effect this
action will have on any claim we or our subsidiaries may have for insurance
coverage under policies issued by Reliance with respect to past years. A
wholly-owned subsidiary of ours was subject to one substantial claim which fell
within the Reliance coverage period. This claim was settled in the amount of
$2.5 million and payment was made by us in 2003. Due to the liquidation of
Reliance, we are currently uncertain what amounts paid to settle this claim will
be recoverable under the insurance policy with Reliance. We are pursuing a claim
in the Reliance liquidation and believe that some recovery will result from the
liquidation, but the amount of such recovery cannot currently be estimated. We
had no related receivables recorded from Reliance as of March 31, 2005.
In July 2001, we announced that we had become aware that certain activities
related to the operations of a 53% owned Nigerian subsidiary acquired in 1993
were the subject of an inquiry by the U.S. Department of Justice. There has been
no activity in this matter since 2002. At this time, we do not expect that any
remaining costs associated with this matter will have a material adverse effect
on our consolidated financial statements.
We have been named as a defendant or co-defendant in other legal proceedings
wherein substantial damages are claimed. Such proceedings are not uncommon to
our business. After consultations with counsel, management believes that we have
recognized adequate provisions for probable and reasonably estimable liabilities
associated with these proceedings, and that their ultimate resolutions will not
have a material adverse effect on our consolidated financial position or annual
results of operations.
At March 31, 2005, we had certain guarantees and indemnifications outstanding
which could result in future payments to third parties. These guarantees
generally result from the conduct of our business in the normal course. Our
outstanding guarantees were as follows at March 31, 2005:
-7-
Maximum Related liability
undiscounted balance recorded
(Dollars in millions) future payments at 3/31/05
- ----------------------------------- --------------- -----------------
Standby letters of credit:
Insurance related $ 6.8 $ 6.8
Other 0.3 -
Performance and payment bonds 0.1 -
Sale of certain construction assets Unlimited -
--------- ---------
Our banks issue standby letters of credit ("LOCs") on our behalf under the
Agreement discussed in Note 3. As of March 31, 2005, most of these LOCs had been
issued to insurance companies to serve as collateral for payments the insurers
are required to make under our self-insurance programs. These LOCs may be drawn
upon in the event that we do not reimburse the insurance companies for claims
payments made on our behalf. Such LOCs renew automatically on an annual basis
unless either the LOCs are returned to the bank by the beneficiary or our banks
elect not to renew them.
Bonds are provided on behalf of us by Travelers Casualty and Surety Company of
America ("Travelers"). The beneficiaries under these performance and payment
bonds may request payment from Travelers in the event that we do not perform
under the project or if subcontractors are not paid. We do not currently expect
any amounts to be paid by Travelers under our bonds outstanding at March 31,
2005.
During 2000, we sold certain assets associated with our former heavy & highway
construction business to A&L, Inc. This sale agreement provided indemnifications
to the buyer for breaches of certain obligations by us. There was no dollar
limit on these indemnifications, and the terms of the indemnifications vary but
will ultimately be governed by the applicable statutes of limitations. In
October 2003, A&L filed a lawsuit against us and one of our subsidiaries
alleging misrepresentation and breach of warranty in connection with the asset
sale. We believe that A&L's claims are without merit and are vigorously
contesting this lawsuit.
NOTE 5 - STOCK-BASED COMPENSATION
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. ("SFAS") 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure," which amended SFAS 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for companies that voluntarily change to the fair value based method
of accounting for stock-based employee compensation. Under the prospective
method, we began expensing the fair value of all stock options granted, modified
or settled effective January 1, 2003. There were no stock options granted during
the first quarter of 2005.
Prior to January 1, 2003, we utilized the intrinsic value method of accounting
for stock-based compensation, as originally promulgated by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees," and as
permitted under SFAS 123. Accordingly, no compensation cost was recognized for
stock options granted prior to January 1, 2003. If compensation costs for our
stock incentive plans had been determined based on the fair value at the grant
dates for awards under those plans, consistent with the method prescribed by
SFAS 123, our pro forma net income and net income per share amounts would have
been as follows:
-8-
For the three months ended
-------------------------------
(In thousands) MARCH 31, 2005 March 31, 2004
- ------------------------------------------------ -------------- --------------
Net income, as reported $ 3,456 $ 3,098
Add: Stock-based employee compensation expense
included in reported net income, net of
related tax effects 11 4
Deduct: Total stock-based employee compensation
expense determined under fair value method,
net of related tax effects (24) (43)
--------- ---------
Pro forma net income $ 3,443 $ 3,059
========= =========
For the three months ended
--------------------------------
MARCH 31, 2005 March 31, 2004
-------------- ---------------
Reported earnings per share:
Basic $ 0.41 $ 0.37
Diluted 0.40 0.37
Pro forma earnings per share:
Basic 0.40 0.37
Diluted $ 0.39 $ 0.36
--------- ---------
NOTE 6 - GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets consist of the following (in thousands):
MARCH 31, 2005 Dec. 31, 2004
-------------- -------------
Goodwill:
Engineering $ 1,006 $ 1,006
Energy 7,465 7,465
---------- ----------
Total goodwill 8,471 8,471
---------- ----------
Other intangible assets, net of accumulated amortization
of $1,595 and $1,524, respectively 405 476
---------- ----------
Goodwill and other intangible assets, net $ 8,876 $ 8,947
========== ==========
Under SFAS 142, our goodwill balance is not being amortized and goodwill
impairment tests are being performed at least annually. We completed our most
recent annual impairment review during the second quarter of 2004, and no
impairment charge was required.
Our other intangible assets balance solely comprises a non-compete agreement
from our 1998 purchase of Steen Production Services, Inc. Future amortization
expense on the other intangible assets balance is currently estimated to be
$286,000 for the year ending December 31, 2005 with the remaining balance of
$190,000 being amortized in 2006.
NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS
In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 clarifies that the
term "conditional asset retirement obligation" as used in SFAS 143, "Accounting
for Asset Retirement Obligations," refers to a legal obligation to perform an
asset
-9-
retirement activity in which the timing and (or) method of settlement are
conditional on a future event that may or may not be within the control of the
entity. Accordingly, FIN 47 clarifies that an entity is required to recognize a
liability for the fair value of a conditional asset retirement obligation when
incurred if the fair value of the liability can be reasonably estimated. This
statement is effective for the year ending December 31, 2005. We will adopt this
statement as of December 31, 2005 and do not expect any impact on our financial
statements.
In March 2005, the Securities and Exchange Commission ("SEC") released Staff
Accounting Bulletin No. 107 which expresses the views of the staff regarding the
interaction between SFAS 123R, "Share-Based Payment," and certain SEC rules and
regulations, and provides the staff's views regarding the valuation of
share-based payment arrangements for public companies. We are currently
evaluating the views expressed in this SAB and do not expect there will be any
material impact on our financial statements.
In December 2004, the FASB issued SFAS 123R, which replaces SFAS 123 and
supersedes APB 25, "Accounting for Stock Issued to Employees." The SEC
subsequently amended the effective date of SFAS 123R to be effective for the
first interim period after December 31, 2005 for calendar year companies. SFAS
123R requires that the expense resulting from all share-based payment
transactions be recognized in the financial statements. This statement applies
to all awards granted after the required effective date, and shall not apply to
awards granted in periods before the required effective date, except if prior
awards are modified, repurchased or cancelled after the effective date.
Effective January 1, 2006, we will adopt the provisions of SFAS 123R and do not
expect there will be any material impact on our financial statements.
In December 2004, the FASB issued SFAS 153 "Exchanges of Nonmonetary Assets - an
Amendment of APB No. 29." APB 29, "Accounting for Nonmonetary Transactions," is
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of assets exchanged. The guidance in APB 29, however,
included certain exceptions to that principle. SFAS 153 amends APB 29 to
eliminate the exception for nonmonetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of nonmonetary assets
that do not have commercial substance. The provisions of this statement are
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. We do not expect the provision of this statement will have
any impact on our financial statements.
In December 2004, the FASB issued Staff Position No. ("FSP") 109-1, "Application
of FASB Statement 109, Accounting for Income Taxes, to the Tax Deduction on
Qualified Production Activities Provided by the American Jobs Creation Act of
2004," and 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings
Repatriation Provision within the American Jobs Creation Act of 2004." FSP 109-1
provides guidance on the application of SFAS 109, "Accounting for Income Taxes,"
to the provision within the American Jobs Creation Act of 2004 ("the Act") that
provides a tax deduction on qualified production activities. FSP 109-2 provides
for a special one-time tax benefit on the repatriation of certain foreign
earnings to a U.S. taxpayer, provided certain criteria are met. We are currently
evaluating both provisions of the Act, and the related FASB guidance, to
determine their potential impact on our future financial statements.
NOTE 8 - RECLASSIFICATIONS
Certain reclassifications have been made to the prior year footnotes and
statement of cash flows in order to conform to the current year presentation.
-10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
BUSINESS OVERVIEW
We provide engineering and energy expertise for public and private sector
clients worldwide. Our primary services include engineering design for the
transportation and civil infrastructure markets, operation and maintenance of
oil and gas production facilities, architectural and environmental services, and
construction management services for buildings and transportation projects. We
view our short and long-term liquidity as being dependent upon our results of
operations, changes in working capital and our borrowing capacity.
BUSINESS ENVIRONMENT
Our operations are affected by appropriations of public funds for infrastructure
and other government-funded projects, capital spending levels in the private
sector, and the demand for our services in the engineering and energy markets.
We could also be affected by additional external factors such as price
fluctuations and capital expenditures in the energy industry.
The Federal government's TEA-21 legislation has made significant transportation
infrastructure funding available to the various state agencies since its
approval in 1998. Since the expiration of TEA-21 on September 30, 2003, the U.S.
Congress and President Bush have signed several extensions of the program at
current funding levels. The most recent extension, which occurred on September
30, 2004, renewed the same previously extended funding levels through the end of
May 2005. During the current extension period, the House of Representatives has
approved a five-year, $285 billion reauthorization measure, and the Senate is
currently considering its version of the bill. Although further delays in the
reauthorization of TEA-21 could impact our transportation design business
activity for 2005 and beyond, we are seeing funding of selected new
transportation projects in certain states. From 2002 through 2004, we have
observed increased Federal spending activity on Departments of Defense and
Homeland Security activities, including the Federal Emergency Management Agency
("FEMA"). To mitigate the effect of the state transportation budget constraints
on our business, management has focused more marketing and sales activity on
these agencies of the Federal government. Additional government spending in
these areas, or on transportation infrastructure, could result in profitability
and liquidity improvements for us. Significant contractions in any of these
areas could unfavorably impact our profitability and liquidity. In March 2004,
we announced that we had been awarded a five-year contract with FEMA for up to
$750 million to serve as the Program Manager to develop, plan, manage,
implement, and monitor the Multi-Hazard Flood Map Modernization Program for
flood hazard mitigation across the United States and its territories.
Approximately $644 million of this contract value was included in the Company's
backlog as of March 31, 2005. In addition, during 2004, we were selected for
several indefinite delivery/indefinite quantity task order contracts by the U.S.
Army Corps of Engineers, U.S. Air Force and the U.S. National Guard. During
2004, we were also selected for several contracts with the Mineral Management
Service, agencies within the U.S. Departments of Transportation and Homeland
Security (which includes FEMA, US-VISIT and the U.S. Coast Guard), the
Department of Energy, and the Federal Bureau of Investigation. In the first
quarter of 2005, we were selected for a five-year indefinite delivery/indefinite
quantity contract with a potential maximum value of $30 million by the U.S. Army
Corp of Engineers, Transatlantic Programs Center.
-11-
In 2003, our Energy business refocused its offshore Managed Services offering to
include onshore U.S. oil and gas producers, as demonstrated by two new four-year
contracts totaling $144 million received during 2004 from Huber Energy. During
the first quarter of 2005, we received an additional $1.0 million per year
onshore Managed Services contract in the Powder River Basin of Wyoming from
Storm Cat Energy, to operate and maintain its coal bed methane production
facilities, which are adjacent to the Huber properties. With regard to offshore
Managed Services, during the third quarter of 2004, we executed a long-term,
multi-million dollar Managed Services contract with Anglo-Suisse Offshore
Partners, LLC ("ASOP") to operate, maintain and optimize the performance of
ASOP's offshore oil and gas producing properties in the Gulf of Mexico. We have
also increased our penetration into the deepwater Gulf of Mexico and
international markets, where oil and gas producers are currently investing
significant amounts of capital for new projects.
RESULTS OF OPERATIONS
The following table reflects a summary of our operating results (excluding
intercompany transactions) for ongoing operations for the periods ended March
31, 2005 and 2004 (dollars in millions). Our Non-Core segment is considered to
be fully wound down. Accordingly, we reclassified the 2004 activity (in the
table which follows) to Corporate/Insurance expense to reflect this change. We
evaluate the performance of our segments primarily based on income from
operations before Corporate overhead allocations.
TOTAL CONTRACT REVENUES/INCOME FROM OPERATIONS
For the three months ended
-------------------------------
MARCH 31, 2005 March 31, 2004
-------------- --------------
ENGINEERING
Revenues $ 93.9 $ 74.9
Income from operations before Corporate overhead 10.1 7.1
Percentage of Engineering revenues 10.8% 9.5%
Less: Corporate overhead (2.8) (2.8)
Percentage of Engineering revenues (3.0)% (3.7)%
-------- -------
Income from operations 7.3 4.3
Percentage of Engineering revenues 7.8% 5.7%
-------- -------
ENERGY
Revenues 50.1 50.1
Income from operations before Corporate overhead 0.1 2.4
Percentage of Energy revenues 0.2% 4.8%
Less: Corporate overhead (1.1) (1.1)
Percentage of Energy revenues (2.2)% (2.2)%
-------- -------
(Loss)/income from operations (1.0) 1.3
Percentage of Energy revenues (2.0)% 2.6%
-------- -------
-12-
For the three months ended
-------------------------------
(continued) MARCH 31, 2005 March 31, 2004
- -------------------------------------------------- -------------- --------------
TOTAL REPORTABLE SEGMENTS
Revenues 144.0 125.0
Income from operations before Corporate overhead 10.2 9.5
Percentage of total reportable segment revenues 7.1% 7.6%
Less: Corporate overhead (3.9) (3.9)
Percentage of total reportable segment revenues (2.7)% (3.1)%
-------- --------
Income from operations 6.3 5.6
Percentage of total reportable segment revenues 4.4% 4.5%
-------- --------
Other Corporate/Insurance expense (0.6) (0.2)
-------- --------
TOTAL COMPANY - INCOME FROM OPERATIONS $ 5.7 $ 5.4
Percentage of total Company revenues 4.0% 4.3%
======== ========
TOTAL CONTRACT REVENUES
Total contract revenues increased 15% in the first quarter of 2005 relative to
the first quarter of 2004. Engineering revenues for the first quarter of 2005
increased 25% from the first quarter of 2004. Engineering's revenues were
positively impacted by the previously mentioned map modernization program
management project with FEMA, which commenced near the end of the first quarter
of 2004. In addition, as a result of achieving certain performance levels on
this FEMA project during the third quarter of 2004, the Engineering segment
received notification of an incentive award payment and recognized revenue
totaling $2.2 million during the first quarter of 2005. In the Energy segment,
revenues for the first quarter of 2005 did not change from the first quarter of
2004. Revenue increases primarily associated with the ASOP Managed Services
contract were offset by lower revenues on certain contracts in Energy's Applied
Technology business to assist in implementation of computerized maintenance
management systems. The lower first quarter 2005 revenues associated with these
contracts were due to delays in the commencement of work on certain projects and
the cancellation of one contract.
GROSS PROFIT
Gross profit expressed as a percentage of revenues decreased to 15.9% for the
first quarter of 2005 from 16.8% in the first quarter of 2004. The Engineering
segment's gross profit percentage increased to 21.0% in the first quarter of
2005 from 20.5% in the first quarter of 2004. This increase is primarily
attributable to the previously mentioned FEMA incentive award, for which there
were no associated costs. The Energy segment's gross profit percentage decreased
to 7.4% in the first quarter of 2005 from 11.6% in the first quarter of 2004.
This decrease in gross profit as a percentage of revenues is the direct result
of the aforementioned delays in or cancellation of contracts in Energy's Applied
Technology business. Our cost structure related to our computerized maintenance
management systems contracts business was reduced through a headcount reduction
in the second quarter of 2005, and will continue to be closely monitored by
management.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("SG&A") expenses, including Corporate
overhead, expressed as a percentage of total contract revenues decreased to
11.9% in the first quarter of 2005 from 12.4% in the first
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quarter of 2004. This overall decrease in SG&A expenses expressed as a
percentage of revenues reflect comparable Corporate overhead costs in both
quarters in combination with a 15% increase in revenues for the first quarter
of 2005. The unchanged Corporate overhead costs reflect a decrease in external
costs incurred in connection with our compliance with Section 404 of the
Sarbanes-Oxley Act of 2002 ("SOX"), as partially offset by an increase in
compensation costs. In the Engineering segment, SG&A expenses expressed as a
percentage of revenues decreased to 13.3% in the first quarter of 2005 from
14.7% in the first quarter of 2004. In addition to the unchanged Corporate
overhead costs, the significant increase in Engineering's revenues contributed
to this percentage improvement. In the Energy segment, SG&A expenses expressed
as a percentage of revenues increased slightly to 9.4% in the first quarter of
2005 from 9.1% in the first quarter of 2004. This slight increase is associated
with Energy's unchanged revenues coupled with higher personnel-related costs in
the first quarter of 2005.
OTHER INCOME
Interest income was negligible for both the first quarter of 2005 and 2004.
Interest expense was negligible for the first quarter of 2005, decreasing from
$0.1 million for the first quarter of 2004. During the first quarter of 2005, we
had minimal net investments as opposed to minimal net borrowings for the first
quarter of 2004. Other income for the first quarter of 2005 primarily related to
equity earnings from two unconsolidated minority-owned ventures and minority
interest related to two consolidated subsidiaries, as partially offset by the
write-off of an investment. Other income for the first quarter of 2004 primarily
resulted from the sale of an investment that resulted in a gain of $0.4 million
and minority interest related to the income of two consolidated subsidiaries.
INCOME TAXES
We had a provision for income taxes of 42% for the first quarter of 2005, which
reflects our forecasted effective tax rate for the year ending December 31,
2005. For the first quarter of 2004, we had a provision for income taxes of 47%.
The lower effective rate for 2005 reflects a more beneficial mix of taxable
income, including our estimate of higher full-year taxable income, lower
estimated foreign taxes, and our expected ability to utilize certain state net
operating loss carryforwards.
CONTRACT BACKLOG
(In millions) MARCH 31, 2005 Dec. 31, 2004
- ------------- -------------- -------------
Engineering $ 1,164.1 $ 1,115.2
Energy 256.5 284.3
---------- ----------
Total $ 1,420.6 $ 1,399.5
========== ==========
Backlog consists of that portion of uncompleted work that is represented by
signed or executed contracts. Certain of our contracts with the Federal
government and other clients may be terminated at will, or option years may not
be exercised; therefore, no assurance can be given that all backlog will be
realized.
A significant portion of our backlog relates to a $750 million contract in the
Engineering segment to assist FEMA in conducting a large-scale overhaul of the
nation's flood hazard maps, which commenced late in the first quarter of 2004.
This contract includes data collection and analysis, map production, product
delivery, and effective program management; and seeks to produce digital flood
hazard data, provide access to flood hazard data and maps via the Internet, and
implement a nationwide state-of-the-art infrastructure that enables all-hazard
mapping. For Year 1 program objectives, FEMA awarded us Core Task Order 001 with
a total cost-
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plus-award fee value of $107 million and a performance period of March 11, 2004
to April 1, 2005. We have submitted both: (1) a Core Task Order 001 modification
to provide additional funding and extend the performance period to September 30,
2005 and (2) our CPAF proposal for a new Core Task Order for Year 2 program
objectives (Core Task Order 2.) Pending definitization, FEMA has authorized us
to incur pre-contract costs to continue performance on Core Task Order 001 and
begin work on Core Task Order 2 during the period of April 1, 2005 to May 31,
2005. Due to the task order structure of the contract, realization of the timing
and amount of the original contract value of $750 million remains difficult to
predict. Among the more significant new work added in the Engineering segment,
during the first quarter of 2005, were two new contracts to provide
transportation related engineering services totaling approximately $57 million.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $5.7 million for the first quarter of
2005, as compared to net cash provided by operating activities of $12.2 million
for the same period in 2004. The first quarter 2005 increase in cash used in
operating activities resulted from increases in our Engineering and Energy
receivable balances due to slower customer payments. Subsequently, in April
2005, we experienced an increase in the amount of monthly cash collected.
Net cash used in investing activities was $0.7 million and $0.5 million for the
first quarters of 2005 and 2004, respectively. These amounts reflect only
capital expenditures for both periods. The 2005 and 2004 amounts primarily
relate to computer software and equipment purchases totaling $0.5 and $0.3
million, respectively. During the first quarter of 2005 and 2004, we procured
additional computer software and equipment under the terms of operating leases.
We utilize operating leases to acquire assets used in our daily business
activities. These assets include office space, computer and related equipment,
and motor vehicles.
Net cash provided by financing activities was $2.2 million for the first quarter
of 2005 while net cash used in financing activities was $9.6 million for the
first quarter of 2004. The cash provided by financing activities for the first
quarter of 2005 relates to our being in a book overdraft position with our bank
in an amount of $2.1 million and proceeds from the exercise of stock options of
$0.1 million. The entire cash usage in the first quarter of 2004 resulted from
the repayment of long-term debt.
Working capital increased to $63.5 million at March 31, 2005 from $60.1 million
at December 31, 2004. Our current ratios were 1.53:1 at the end of the first
quarter of 2005 and 1.50:1 as of year-end 2004.
We have an unsecured credit agreement (the "Agreement") with a consortium of
financial institutions. The Agreement provides for a commitment of $60 million
through September 17, 2008. The commitment includes the sum of the principal
amount of revolving credit loans outstanding and the aggregate face value of
outstanding letters of credit. As of March 31, 2005, only letters of credit
totaling $7.1 million were outstanding under the Agreement. The Agreement
requires us to meet minimum equity, leverage, interest and rent coverage, and
current ratio covenants. If any of these financial covenants or certain other
conditions of borrowing are not achieved, under certain circumstances, the banks
may demand the repayment of all borrowings outstanding and/or require deposits
to cover the outstanding letters of credit. We currently expect to be in
compliance with these covenants for at least the next year.
We plan to utilize our borrowing capacity under the Agreement for short-term
working capital needs and to support strategic opportunities that management
identifies. Our strategy is to better position ourselves for growth in our
Engineering and Energy segments through selected opportunistic acquisitions that
compliment our experience, skill and geographic presence. We consider
acquisitions and investments as components of our
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growth strategy and intend to use both existing cash and the Agreement to fund
such endeavors. If we commit to funding future acquisitions, we may need to
adjust our financing strategies by seeking alternative debt instruments.
After giving effect to the foregoing, management believes that the combination
of cash generated from operations and our existing credit facility will be
sufficient to meet our operating and capital expenditure requirements for at
least the next year.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Currently, our primary interest rate risk relates to our variable-rate
investments, which totaled $9.1 million as of March 31, 2005. Assuming a 10%
decrease in interest rates on these variable-rate investments (i.e., a decrease
from the actual weighted average interest rate of 1.70% as of March 31, 2005, to
a weighted average interest rate of 1.53%), annual interest income would be
approximately $16,000 lower in 2005 based on the outstanding balance of
variable-rate investments as of March 31, 2005. Accordingly, we have no material
exposure to interest rate risk, nor do we have any interest rate swap or
exchange agreements.
We have several foreign subsidiaries that transact portions of their local
activities in currencies other than the U.S. Dollar. In assessing our exposure
to foreign currency exchange rate risk, we recognize that the majority of our
foreign subsidiaries' assets and liabilities reflect ordinary accounts
receivable and payable balances. These receivable and payable balances are
substantially settled in the same currencies as the functional currencies of the
related foreign subsidiaries, thereby not exposing us to material transaction
gains and losses. Assuming that foreign currency exchange rates could change
unfavorably by 10%, we would have no material exposure to foreign currency
exchange rate risk. We have no foreign currency exchange contracts.
Based on the nature of our business, we have no direct exposure to commodity
price risk.
ITEM 4. CONTROLS AND PROCEDURES
(a) Conclusions Regarding the Effectiveness of Disclosure Controls and
Procedures
Under the supervision and with participation of, including the chief executive
officer and chief financial officer, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined in Rule 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as of March 31, 2005. Based upon this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report to provide reasonable assurance that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and to provide reasonable assurance that
information required to be disclosed by us in such reports is accumulated and
communicated to the our management, including our principal executive officer
and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.
(d) Changes in Internal Controls
There was no change in our "internal control over financial reporting" (as such
term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during the quarter ended March 31, 2005, and that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See discussion in Note 4 to the accompanying financial statements.
ITEM 6. EXHIBITS
(a) The following exhibits are included herewith as a part of this Report:
Exhibit No. Description
- ----------- -------------------------------------------------------------------------
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)
32.1 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MICHAEL BAKER CORPORATION
/s/ William P. Mooney Dated: May 10, 2005
- --------------------------------------
William P. Mooney
Executive Vice President and
Chief Financial Officer
/s/ Craig O. Stuver Dated: May 10, 2005
- --------------------------------------
Craig O. Stuver
Senior Vice President, Corporate Controller
and Treasurer (Chief Accounting Officer)
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