<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
Commission file number 1-6627
<TABLE>
<CAPTION>
MICHAEL BAKER CORPORATION
-------------------------
(Exact name of registrant as specified in its charter)
<S> <C>
PENNSYLVANIA 25-0927646
------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Airport Office Park, Building 3, 420 Rouser Road, Coraopolis, PA 15108
- ---------------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(412) 269-6300
--------------
(Registrant's telephone number,
including area code)
</TABLE>
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
As of March 31, 1995:
---------------------
<S> <C>
Common Stock 7,001,704 shares
Series B Common Stock 1,361,848 shares
</TABLE>
<PAGE> 2
PART I
FORM 10-Q
PAGE 1
MICHAEL BAKER CORPORATION
PART I. FINANCIAL INFORMATION
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes 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.
These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and the notes thereto included in
the Company's latest annual report and Form 10-K.
<PAGE> 3
PART I
FORM 10-Q
PAGE 2
<TABLE>
MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
===============================================================================
<CAPTION>
For the three months ended
--------------------------------
MARCH 31, 1995 March 31, 1994
- -------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S> <C> <C>
Total contract revenues $86,543 $93,883
Cost of work performed 76,563 83,750
- -------------------------------------------------------------------------------
Gross profit 9,980 10,133
General and administrative expenses 9,111 10,485
- -------------------------------------------------------------------------------
Income/(loss) from operations 869 (352)
Other income/(expense):
Interest expense (124) (97)
Interest income 27 6
Other, net 57 (10)
- -------------------------------------------------------------------------------
Income/(loss) before income taxes 829 (453)
Provision for/(benefit from) income taxes 398 (212)
- -------------------------------------------------------------------------------
NET INCOME/(LOSS) $431 ($241)
===============================================================================
NET INCOME/(LOSS) PER SHARE $0.05 ($0.03)
===============================================================================
<FN>
The accompanying notes are an integral part of this financial statement.
</TABLE>
<PAGE> 4
PART I
FORM 10-Q
PAGE 3
<TABLE>
MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
=======================================================================================================
ASSETS MARCH 31, 1995 Dec. 31, 1994
- -------------------------------------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $3,729 $3,605
Receivables
Trade 47,796 53,498
Retentions under contracts 13,805 16,120
Cost of contracts in progress, plus estimated earnings recorded,
less billings thereon 24,413 24,246
Prepaid expenses and other 11,351 10,670
- -------------------------------------------------------------------------------------------------------
Total current assets 101,094 108,139
- -------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT,
at cost
Land 693 693
Buildings and improvements 5,754 5,790
Equipment 28,166 27,619
- -------------------------------------------------------------------------------------------------------
34,613 34,102
Less - Accumulated depreciation 20,071 19,132
- -------------------------------------------------------------------------------------------------------
Total property, plant and equipment, net 14,542 14,970
- -------------------------------------------------------------------------------------------------------
OTHER ASSETS
Goodwill, net of accumulated amortization of $1,431,000 and $1,359,000
at March 31, 1995 and December 31, 1994, respectively 4,885 4,958
Other intangible assets, net of accumulated amortization of $3,237,000 and
$3,100,000 at March 31, 1995 and December 31, 1994, respectively 2,877 3,013
Other assets 3,841 3,714
- -------------------------------------------------------------------------------------------------------
Total other assets 11,603 11,685
- -------------------------------------------------------------------------------------------------------
TOTAL ASSETS $127,239 $134,794
=======================================================================================================
<FN>
The accompanying notes are an integral part of this financial statement.
</TABLE>
<PAGE> 5
PART I
FORM 10-Q
PAGE 4
<TABLE>
MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
===============================================================================================
LIABILITIES AND SHAREHOLDERS' INVESTMENT MARCH 31, 1995 Dec. 31, 1994
- -----------------------------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
CURRENT LIABILITIES
Current portion of long-term debt $107 $2,539
Accounts payable 32,425 42,876
Accrued employee compensation 4,876 4,224
Accrued insurance 7,659 8,167
Other accrued expenses 18,512 19,304
Excess of billings on contracts in progress over cost and estimated
earnings recorded thereon 9,186 8,638
- -----------------------------------------------------------------------------------------------
Total current liabilities 72,765 85,748
- -----------------------------------------------------------------------------------------------
OTHER LIABILITIES
Long-term debt 8,957 3,960
Other 355 355
- -----------------------------------------------------------------------------------------------
Total liabilities 82,077 90,063
- -----------------------------------------------------------------------------------------------
SHAREHOLDERS' INVESTMENT
Common Stock, par value $1, authorized 44,000,000 shares,
issued 7,001,704 and 7,001,435 shares at March 31, 1995
and December 31, 1994, respectively 7,002 7,002
Series B Common Stock, par value $1, authorized 6,000,000 shares,
issued 1,361,848 and 1,362,117 shares at March 31, 1995
and December 31, 1994, respectively 1,362 1,362
Paid-in surplus 36,534 36,534
Retained earnings/(accumulated deficit) 264 (167)
- -----------------------------------------------------------------------------------------------
Total shareholders' investment 45,162 44,731
- -----------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $127,239 $134,794
===============================================================================================
<FN>
The accompanying notes are an integral part of this financial statement.
</TABLE>
<PAGE> 6
PART I
FORM 10-Q
PAGE 5
<TABLE>
MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
=======================================================================================================
For the three months ended
-----------------------------
MARCH 31, 1995 March 31, 1994
- -------------------------------------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss) $431 ($241)
Adjustments to reconcile net income/(loss) to net cash used in
operating activities:
Depreciation and amortization 1,272 1,373
Deferred income taxes (406) (1,025)
Changes in assets and liabilities:
Decrease in receivables, contracts in progress
and advance billings 8,399 2,213
(Increase)/decrease in other net assets (311) 280
Decrease in accounts payable and accrued expenses (12,000) (10,030)
- -------------------------------------------------------------------------------------------------------
Total adjustments (3,046) (7,189)
- -------------------------------------------------------------------------------------------------------
Net cash used in operating activities (2,615) (7,430)
- -------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (726) (1,577)
- -------------------------------------------------------------------------------------------------------
Net cash used in investing activities (726) (1,577)
- -------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving credit loans 4,880 7,675
Repayments of long-term debt (1,415) (512)
- -------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 3,465 7,163
- -------------------------------------------------------------------------------------------------------
Net increase/(decrease) in cash and cash equivalents 124 (1,844)
Cash and cash equivalents at beginning of year 3,605 5,103
- -------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $3,729 $3,259
=======================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA
Interest paid $309 $132
Income taxes paid $16 $197
===================================================================================================
<FN>
The accompanying notes are an integral part of this financial statement.
</TABLE>
<PAGE> 7
PART I
FORM 10-Q
PAGE 6
MICHAEL BAKER CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE PERIOD ENDED MARCH 31, 1995
(UNAUDITED)
NOTE 1 - LONG-TERM DEBT AND BORROWING ARRANGEMENTS
In April 1995, the Company entered into an amended secured credit agreement
(the "Agreement") with Mellon Bank, N.A. Under its terms, the Agreement
provides for a decreasing commitment amount through May 31, 1996. The initial
commitment of $17,500,000 will be reduced by $1,000,000 at the end of each
calendar quarter (starting with June 30, 1995), such that the ultimate
commitment that will be in effect for the period March 31, 1996 through May 31,
1996 shall be $13,500,000. Under the Agreement, the commitment includes the
sum of the principal amount of revolving credit loans outstanding and the
aggregate face value of certain outstanding letters of credit. The Company
believes that the commitment available will be adequate to meet its borrowing
and letter of credit requirements for the term of the Agreement.
As of March 31, 1995, borrowings of $6,915,000 were outstanding under the
Agreement (and included in long-term debt in the accompanying Condensed
Consolidated Balance Sheet) along with outstanding letters of credit totaling
$6,961,000. An additional letter of credit totaling $2,800,000 was outstanding
at March 31, 1995, but not covered by the Agreement.
NOTE 2 - EARNINGS PER SHARE
Per share computations are based upon a weighted average of 8,363,552 shares
for each of the quarters ending March 31, 1995 and 1994.
NOTE 3 - LITIGATION
The Company has been named as a defendant or co-defendant in legal proceedings
wherein substantial damages are claimed. Such proceedings are not uncommon to
the Company's business. After consultations with counsel, management believes
that the Company has recognized adequate provisions for these proceedings and
their ultimate resolutions will not have a material adverse effect on the
consolidated financial position or annual results of operations of the Company.
The most significant of these proceedings are discussed below.
<PAGE> 8
PART I
FORM 10-Q
PAGE 7
MICHAEL BAKER CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE PERIOD ENDED MARCH 31, 1995
(UNAUDITED)
NOTE 3 - LITIGATION (CONT.)
In 1987, a lawsuit was brought in the Supreme Court of the State of New York,
Bronx County, by the Dormitory Authority of the State of New York against a
number of parties, including the Company and one of its wholly owned
subsidiaries, that asserts breach of contract and alleges damages of $13
million. The Company, which was not a party to the contract underlying the
lawsuit, contends that there is no jurisdiction with respect to the Company and
that it cannot be held liable for any conduct of the subsidiary. Both the
Company and the subsidiary are contesting liability issues and have filed
cross-claims and third-party claims against other entities involved in the
project.
In September 1991, the Company, through a newly formed subsidiary, Baker Mellon
Stuart Construction, Inc. ("BMSCI"), acquired certain assets and contracts from
Federal Street Construction Co., Inc. ("FSC"), which thereafter continued to
perform services under various contracts that were not acquired by BMSCI. On
May 11, 1992, a public body that had contracted with FSC in 1989 to construct a
$38 million project filed a lawsuit in state court in Illinois against FSC and
its surety alleging various claims in connection with the contract. This
contract was not acquired by BMSCI, but the plaintiff also named the Company,
BMSCI and another subsidiary as defendants based upon a legal theory of
successor liability by virtue of the sale of certain assets and contracts to
BMSCI by FSC. Based upon facts known to management at this time and
consultations with defense counsel, in management's opinion, the Company has
valid defenses.
<PAGE> 9
PART I
FORM 10-Q
PAGE 8
REVIEW BY INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, the Company's independent accountants, has performed a
limited review of the financial information for the three-month period ended
March 31, 1995, contained in this report. As a result of such review, no
material adjustments or additional disclosures with respect to such financial
information were recommended by Price Waterhouse LLP.
<PAGE> 10
PART I
FORM 10-Q
PAGE 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
REORGANIZATION
Effective January 1, 1995, the Company reorganized from its former three
operating groups (Engineering, Construction, and Operations and Maintenance)
into the following five market-oriented business units: Civil, Environmental,
Transportation, General Buildings and Energy. These new business units
(described below) will represent the Company's business segments for 1995 and
beyond.
The Civil business unit combines the Company's civil engineering and water
resources unit (formerly part of the Engineering Group) with its military
operations and maintenance service unit, Baker Support Services, Inc. This
unit will consolidate the Company's military infrastructure work in planning
and operations and maintenance, to improve its ability to market to, and serve,
the U.S. Department of Defense, a major client of the Company.
The Environmental unit of the former Engineering Group will continue to operate
in its original form as a business unit of the Company.
The Transportation business unit merged the Company's engineering capabilities
in highways, bridges, transit, aviation and rail, with the heavy and highway
construction capabilities of the former Construction Group. This merger will
enhance the Company's existing capabilities to serve transportation clients,
create a strong construction management team, and position the Company to serve
the evolving design-build and privatization markets.
The General Buildings business unit consolidates the former Construction
Group's general construction and construction management and design-build
units with the former Engineering Group's facilities planning and design unit
to pursue the growing design-build market.
The Energy business unit consists of Baker/MO Services, Inc. and Baker/OTS,
Inc. This unit will focus on providing operations and maintenance and
technical services to the domestic and international energy industry.
<PAGE> 11
PART I
FORM 10-Q
PAGE 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TOTAL CONTRACT REVENUES
Total contract revenues were $86,543,000 for the first quarter of fiscal 1995,
compared to $93,883,000 for the same period in fiscal 1994, a decrease of
$7,340,000. The Transportation business unit showed an increase in total
contract revenues of $1,766,000, despite decreases from the General Buildings
and Energy business units of $5,804,000 and $3,212,000, respectively.
Transportation's overall increase is attributable to its engineering division
which experienced an increase related primarily to higher volumes on three
contracts.
The reduction in the General Buildings business unit resulted from the
substantial completion of Baker Support Services' military housing renovation
business, which was discontinued in 1993. The Energy decrease resulted from
its Baker/MO division which completed the construction portion of a significant
contract in Abu Dhabi, United Arab Emirates during the second quarter of 1994.
This contract provided $4,494,000 of total contract revenues during the first
quarter of 1994 and was responsible for Baker/MO's first quarter 1995 decrease
of approximately the same amount.
GROSS PROFIT
The Company's gross profit of $9,980,000 for the first quarter of 1995
approximates its gross profit of $10,133,000 from its year ago first quarter.
This overall decrease resulted from decreases of $759,000 and $372,000 in the
Civil and General Buildings business units, respectively, despite an increase
of $719,000 within the Energy business unit. The Civil decrease results
primarily from $616,000 of nonrecurring contract modifications recorded on two
of Baker Support Services' operations and maintenance contracts during the
first quarter of 1994. The General Buildings decrease is attributable to its
construction division which showed a decrease of $472,000 related to work
performed on several low margin contracts in its current contract mix. The
improvement in the Energy business unit results from its Baker/MO division,
whose improvement reflects the absence of a revenue adjustment recorded in
January 1994 and the completion of certain low margin contracts.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative ("G&A") expenses decreased to $9,111,000 for the
first quarter of 1995 from $10,485,000 in the prior year first quarter. This
reduction is attributable to the General Buildings and Energy business units
which experienced decreases of $1,034,000 and $701,000, respectively. The
General Buildings decrease results from overhead reductions related to the
substantial completion of Baker Support Services' military housing renovation
<PAGE> 12
PART I
FORM 10-Q
PAGE 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL AND ADMINISTRATIVE EXPENSES (CONT.)
contracts, while the lower Energy G&A expenses are attributable to its Baker/MO
division, which greatly reduced its overhead during 1994 and early 1995 to
better align with its volume of business.
INCOME TAXES
The Company had a provision for income taxes of 48.0% for the first quarter of
1995 and a benefit from income taxes of 46.8% for the first quarter of 1994.
The difference between these percentages and the 34% statutory tax rate is
primarily attributable to state income taxes and the nondeductibility of
certain normal business expenses. The 1995 provision rate increased due to a
reduction of foreign tax benefits. Another difference in the rates relates to
certain states not allowing net operating losses generated in one tax year to
benefit future years. Furthermore, certain states do not allow taxable losses
generated by subsidiaries to be offset by taxable income generated by other
subsidiaries within the Company's consolidated group.
CONTRACT BACKLOG
The funded backlog of work to be performed was $306.4 million as of March 31,
1995, compared to funded backlog of $283.3 million at December 31, 1994.
"Funded" backlog represents that portion of work supported by signed contracts
and for which the procuring agency has appropriated and allocated the funds to
pay for the work.
Total backlog, which includes that portion of contract value for which options
are still to be exercised (such additive amount defined as "unfunded backlog"),
was $501.6 million as of March 31, 1995 and $468.3 million at December 31,
1994. Among the more significant new projects added during the first quarter
of 1995 were a ten-year, $35.8 million Civil contract to provide base operation
and maintenance services at Robins Air Force Base in Georgia, a $26.0 million
General Buildings contract to provide construction management services for a
convention center in Florida, a $14.7 million Transportation contract to
provide railway rehabilitation services for the Chicago Transit Authority, and
a $5.8 million Transportation contract to provide additional design services on
an existing contract with the West Virginia Department of Transportation.
<PAGE> 13
PART I
FORM 10-Q
PAGE 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $2,615,000 for the first quarter of
1995, compared to $7,430,000 for the same period in 1994. The most significant
use of cash from operating activities during 1995 was a decrease in accounts
payable and other accrued expenses by $12,000,000. This decrease is primarily
attributable to the lower volume of business in the first quarter of 1995
relative to the fourth quarter of 1994 and the first quarter 1995 payment of
certain accounts payable that were held just prior to year end. The primary
reason for the improvement in cash flows from operating activities was the
reduction of receivables and other contract-related assets by $8,399,000 during
the first quarter of 1995. This reduction reflects the combination of the
aforementioned lower first quarter business volumes and significant first
quarter cash collections on receivables for certain construction contracts.
Net cash used in investing activities was $726,000 for the first quarter of
1995, compared to $1,577,000 for the first quarter of 1994. This amount solely
comprises capital expenditures for both periods. The current year reduction
reflects management's concerted effort to more closely monitor capital
expenditures in 1995.
Net cash provided by financing activities was $3,465,000 and $7,163,000 for the
first quarter of 1995 and 1994, respectively. The 1995 decrease resulted from
lower borrowings on the Company's revolving credit facility due to the
reduction of cash used in operating activities for the first quarter of 1995.
The Company's working capital increased 26% during the first quarter of 1995 to
$28,329,000 at March 31, 1995, from $22,391,000 at December 31, 1994. The
current ratio increased to 1.39:1 at the end of the first quarter of 1995,
compared to 1.26:1 at the end of fiscal 1994. These increases resulted
primarily from the aforementioned decrease in accounts payable and other
accrued expenses.
In April 1995, the Company entered into an amended secured credit agreement
with Mellon Bank, N.A. Under its terms, the agreement provides for a
decreasing commitment amount, which covers loans and letters of credit, through
May 31, 1996. The initial commitment of $17,500,000 will be reduced by
$1,000,000 at the end of each calendar quarter, starting with June 30, 1995.
As of March 31, 1995, borrowings of $6,915,000 and letters of credit totaling
$6,961,000 were outstanding under the credit agreement. Management believes
that the credit agreement will be adequate to meet its borrowing and letter of
credit requirements through May 31, 1996.
<PAGE> 14
PART I
FORM 10-Q
PAGE 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONT.)
The Company is required to provide bid and performance bonding on certain
construction contracts, and has a $350 million bonding line available though
Aetna Casualty and Surety Company. Management believes that its bonding line
will be sufficient to meet its bid and performance needs for the foreseeable
future.
A significant portion of the Company's cash flow is dependent upon
appropriations of public funds and financial terms under long-term contracts.
The Company's short and long-term liquidity will be affected by the narrow
margins on construction work in backlog, and its ability to sustain profitable
operations and to control costs during periods of lower volumes. Management
has already significantly reduced overhead and will reduce it further if
business conditions require such actions. Additional external factors such as
price fluctuations in the energy industry and the effects of interest rates on
private construction projects could affect the Company. At this time,
management believes that its funds generated from operations and existing
short-term and potential long-term borrowing capabilities will be sufficient to
meet its operating requirements for the foreseeable future.
<PAGE> 15
PART I
FORM 10-Q
PAGE 14
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
May 12, 1995
To the Shareholders and Board of Directors of
Michael Baker Corporation
We have reviewed the accompanying condensed consolidated balance sheet of
Michael Baker Corporation (a Pennsylvania Corporation) and subsidiaries (the
Company) as of March 31, 1995, and the related condensed consolidated
statements of income and of cash flows for the 3-month period then ended. This
financial information is the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial information as of March 31, 1995,
and for the 3-month period then ended, for it to be in conformity with
generally accepted accounting principles.
The comparative interim financial information for the 3-month period ended
March 31, 1994, was reviewed by other independent accountants whose report
dated April 20, 1994, stated that they were not aware of any material
modifications that should be made to such interim financial information for it
to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1994, and the
related consolidated statements of income, of changes in shareholders'
investment and of cash flows for the year then ended (not presented herein),
and in our report dated February 17, 1995, except as to Note 6, which is as of
April 13, 1995, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1994, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
<PAGE> 16
PART II
FORM 10-Q
PAGE 15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
During the first quarter ended March 31, 1995, the Company filed
no reports on Form 8-K.
<PAGE> 17
PART II
FORM 10-Q
PAGE 16
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.
<TABLE>
<S> <C>
MICHAEL BAKER CORPORATION
Dated: May 12, 1995 By: /s/ J. Robert White
------------------------
J. Robert White
Executive Vice President, Chief
Financial Officer and Treasurer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000009263
<NAME> MICHAEL BAKER CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 3,729
<SECURITIES> 0
<RECEIVABLES> 47,796
<ALLOWANCES> 0
<INVENTORY> 24,413
<CURRENT-ASSETS> 101,094
<PP&E> 34,613
<DEPRECIATION> 20,071
<TOTAL-ASSETS> 127,239
<CURRENT-LIABILITIES> 72,765
<BONDS> 8,957
<COMMON> 8,364
0
0
<OTHER-SE> 36,798
<TOTAL-LIABILITY-AND-EQUITY> 127,239
<SALES> 86,543
<TOTAL-REVENUES> 86,543
<CGS> 76,563
<TOTAL-COSTS> 76,563
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 124
<INCOME-PRETAX> 829
<INCOME-TAX> 398
<INCOME-CONTINUING> 431
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 431
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
