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SEC FILE NUMBER
1-6627
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2005
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Michael Baker Corporation
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Full Name of Registrant
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Former Name if Applicable
100 Airside Drive
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Address of Principal Executive Office (Street and Number)
Moon Township, Pennsylvania 15108
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City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
[ ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
Michael Baker Corporation (the "Company") is filing this Form 12b-25
because additional time is needed for the Company to complete its
Annual Report on Form 10-K for the year ended December 31, 2005, which
was due on March 16, 2006.
As described in its Forms 12b-25 filed on August 10, 2005 and November
10, 2005, such delay relates primarily to (1) accrual issues in
accounting for income tax expense and income tax withholding
certificates in the Company's Nigerian operations and (2) the Company's
assessment of the need to accrue an initial "incurred but not reported"
liability for certain self-insured professional liability losses.
As discussed in Part IV below and in the Company's Form 8-K dated
January 26, 2006, the previously issued consolidated financial
statements of the Company for fiscal years 2000, 2001, 2002, 2003 and
2004, and its related interim consolidated financial statements for
each of the quarters of 2003 and 2004 and the first quarter of 2005,
should not be relied upon because of errors in those financial
statements. Such financial statements will be restated.
Consequently, the Company has not been able to complete its financial
statements for the year ended December 31, 2005, and the Company has
not been able to file its Form 10-K for the year ended December 31,
2005 by the March 16, 2006 due date.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William P. Mooney 412 269-6300
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed ? If answer is no,
identify report(s).
Yes [ ] No [X]
Form 10-Q for the quarter ended June 30, 2005
Form 10-Q for the quarter ended September 30, 2005
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes [X] No [ ]
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The corrections to be made to the Company's consolidated financial
statements are required primarily due to the following Nigerian tax matters:
1) The underaccrual and underpayment of non-resident Nigerian income
taxes by one of the Company's wholly-owned Energy segment
subsidiaries, plus estimated penalties and interest associated with
the underpayments (affects all financial statements from fiscal 2000
through the first quarter of 2005).
2) The underaccrual and underpayment of Nigerian payroll taxes related to
the same Energy subsidiary's employees working on projects in Nigeria,
plus estimated penalties and interest associated with the
underpayments (affects all financial statements from fiscal 2001
through the first quarter of 2005).
3) Overstated prepaid tax asset balances recorded by the Company's
majority-owned Nigerian subsidiary, as adjusted by applicable minority
interest effects (affects all financial statements from fiscal 2000
through the first quarter of 2005).
Certain other immaterial corrections will also be made to the Company's
consolidated financial statements. The first of these corrections relates to the
Company's need to record an "incurred but not reported" liability for
self-insured professional liability insurance losses, which affects all
financial statements from fiscal 2000 through the first quarter of 2005. Several
other such corrections relate to non-routine project accounting and other
transactions that result in income statement adjustments during the restatement
period, but which net to an immaterial effect on retained earnings as of March
31, 2005. These corrections affect all financial statements from fiscal 2000
through the first quarter of 2005.
Based on current information, the aggregate effect of all corrections,
including the related tax effects, is currently expected to result in net income
reductions in the range of $0.5 million to $1.5 million in each of the 2000,
2001, 2002, 2003 and 2004 fiscal years, and a total net income reduction in the
range of $5.8 million to $6.2 million for this five-year period; a net income
reduction in the range of $0.6 million to $0.8 million for the first quarter of
2005; and a cumulative reduction in the range of $7.4 million to $7.8 million in
the Company's retained earnings as of March 31, 2005.
Management currently believes that all issues which will require
restatement of the Company's consolidated financial statements for each of the
five years in the period ended December 31, 2004, and the first quarter of 2005,
have been identified. The estimated restatement amounts disclosed above remain
preliminary, unaudited, and subject to adjustment, possibly by amounts that
could be material individually or in the aggregate. In addition, it is possible
that the Company may identify new issues which could also impact its previously
issued consolidated financial statements and the scope of the restatement
described in this Form 12b-25. In the event that new issues requiring
restatement arise, it is possible that such additional adjustments could be
material individually or in the aggregate.
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Michael Baker Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 16, 2006 By /s/ William P. Mooney
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Executive Vice President and Chief
Financial Officer