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) February 22, 2008
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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 February 22, 2008, Michael Baker Corporation (the “Company”) issued a press release announcing
that its previously issued unaudited consolidated financial statements for the first, second and
third quarters of 2007 should not be relied upon because of errors in those financial statements
and that such financial statements will be restated to make the necessary accounting adjustments.
For further information, please see Item 4.02(a) below and the text of the press release, which is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 4.02(A). Non-Reliance on Previously Issued Financial Statements or
A Related Audit Report or Completed Interim Review.
On February 22, 2008, the Company announced that it will be restating its previously issued
unaudited consolidated financial statements for the first, second and third quarters of 2007,
because of errors in those financial statements. The non-cash errors, which were identified by management,
are confined to the Company’s Energy business segment, and relate primarily to the improper
recognition of revenue on domestic managed services projects during these periods. These errors
will reduce the Company’s consolidated earnings previously reported for each of these quarterly
periods. The Company’s consolidated financial statements for these quarterly periods should not be
relied upon until the restated consolidated financial statements are
filed with the Securities and Exchange Commission.
The Company reached its restatement conclusion based upon the recommendation of management and the
concurrence of the Audit Committee of the Company’s Board of
Directors at a meeting held on February 22, 2008. The Audit
Committee will also be initiating an independent investigation of
this matter. The press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
For the first nine months of 2007, the Company previously reported income before income taxes of
$31.5 million, net income of $18.0 million, and diluted earnings per share of $2.03. The Energy
segment’s previously reported income from operations before Corporate overhead allocations totaled
$12.5 million for the first nine months of 2007. The Company is
still evaluating whether a portion of these non-cash errors will impact its previously issued
audited consolidated financial statements for the year 2006. At present, the Company believes that the
accumulated pre-tax impact of the revenue recognition errors may entirely, or slightly more than,
offset the Energy segment’s reported income from operations before Corporate overhead for the first
nine months of 2007. The Company’s assessment is still ongoing.
Management will also be assessing
the effect of the necessary restatements on the Company’s internal controls over financial
reporting. Management will not reach a final conclusion regarding the
restatements’ effects on internal controls over financial
reporting until the completion of the restatement process.
The Company’s management and Audit Committee have discussed the matters disclosed in this Current
Report on Form 8-K with Deloitte & Touche LLP, the Company’s current independent registered public
accounting firm.