8-K

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)      August 7, 2007     

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))

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition.

On August 7, 2007, Michael Baker Corporation (the “Company”) issued a press release reporting, among other things, the Company’s financial results for the second quarter ended June 30, 2007. 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.

Section 9 — Financial Statements and Exhibits

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 August 7, 2007.

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/ Richard L. Shaw
	Richard L. Shaw Chief Executive Officer

Date: August 7, 2007

EXHIBIT INDEX

Number	Description	Method of Filing
99.1	Press release dated August 7, 2007.	Filed herewith.

EX-99.1

Exhibit 99.1

N E W S       R E L E A S E

Contact:	David G. Higie
Phone:	(412) 269-6449
Release:	Immediate (Aug. 7, 2007)

BAKER ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER OF 2007; ACHIEVES SIGNIFICANT REVENUE AND EARNINGS GROWTH

     PITTSBURGH — Michael Baker Corporation (Amex:BKR) today announced its financial results for the second quarter and first six months of 2007, including substantial increases in total contract revenues and earnings per share compared to the same periods in 2006. The quarter-over -quarter improvement was led by significant revenue and operating income growth in the Energy segment, as well as the recognition of approximately $4.9 million of award and project performance-based incentive fees.

     For the quarter, Baker reported net income of $8.5 million, or $0.96 per diluted common share, on total contract revenues of $192 million, compared to net income of $1.1 million, or $0.13 per diluted common share, on total contract revenues of $156 million in the second quarter of 2006.

     Second quarter 2007 revenues in the Energy increased 60 percent from the same period last year, due largely to the contributions of three of the segment’s onshore managed services contracts in Alabama, Alaska and Wyoming, and a $0.9 million project performance-based incentive award. The Energy segment’s operating income before corporate overhead allocations of $7.8 million in the current period represented a very substantial increase from $1.1 million in the second quarter of 2006. As a result, operating income before corporate overhead allocations expressed as a percentage of segment revenues was 8.4 percent for the current quarter of 2007, compared to 1.9 percent in the second quarter of 2006.

     Engineering segment revenues in the second quarter of 2007 grew slightly, due primarily to a $3.4 million increase in recognized project performance-based incentive awards, including $2.0 million from a completed design-build transportation project, and a total of $0.5 million for work performed on two other federal government contracts. Additionally, the quarterly project performance-based incentive award under the FEMA MapMod contract in the current period was $1.5 million, compared to $0.7 million in the second quarter of 2006. Operating income before corporate overhead allocations in Engineering grew 38 percent for the second quarter of 2007, compared to the same period in 2006, with the major factor being the previously mentioned project performance-based award fees. Operating income before corporate overhead allocations expressed as a percentage of Engineering segment revenues was 11 percent for second quarter 2007, compared to 8.1 percent in second quarter 2006.

     For the first six months of 2007, the Company recorded net income of $11.6 million, or $1.31 per diluted common share, on total contract revenues of $363 million, compared with net income of $2.8 million, or $0.33 per diluted common share, on total contract revenues of $301 million in the first half of 2006. This significantly improved performance results from the several factors mentioned above, as well as a reduction in selling, general and administrative expenses during the first half of the year.

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ADD ONE — BAKER FINANCIAL RESULTS FOR SECOND QUARTER 2007

     The provision for income tax rate for the first six months of 2007 was 44 percent of income before taxes, compared to 52 percent for the same period last year.

     Total backlog for the Company was $1.38 billion at June 30, 2007, compared to $1.30 billion at year-end 2006. The second quarter 2007 backlog includes approximately $415 million related to the FEMA Map Modernization contract, compared to $467 million at December 31, 2006. Both of the Company’s business segments recorded increases in backlog during the current period.

     Commenting on the results, Chairman and Chief Executive Officer Richard L. Shaw, said, “We are pleased with our strong financial performance during the second quarter, particularly the results of our Energy segment and the award fees we received for the exceptional work our people continue to perform. Traditionally, our Engineering business experiences modest growth during the first half of the year and picks up pace during the second half. Based on the project awards we have received to date in 2007 and the strength of our key end markets, we expect both segments to show continued quarter-over-quarter improvement for the remainder of this year after adjusting for non-recurring items.” He added that the Board of Directors is continuing to pursue the sale of the Energy segment with the assistance of its financial adviser.

     Michael Baker Corporation has scheduled a conference call and webcast for Wednesday, August 8, at 10:00 a.m. EDT, to discuss the second quarter and first six months’ results. Please call 800-860-2442 at least 10 minutes prior to the start of the call. To access the webcast, please visit the investor relations portion of Baker’s website at www.mbakercorp.com.

     Michael Baker Corporation (http://www.mbakercorp.com) provides engineering and operations and maintenance services for its clients’ most complex challenges worldwide. The firm’s primary practice areas are aviation, environmental, facilities, geospatial information technologies, pipelines & telecommunications, transportation, water/wastewater, and oil & gas. With more than 4,500 employees in over 40 offices across the United States and internationally, Baker is focused on providing services that span the complete life cycle of infrastructure and managed asset projects.

(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 Act—A Legacy for Users (“SAFETEA-LU”); changes in loan relationships or sources of financing; changes in management; and changes in information systems. 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 SECOND QUARTER 2007

FINANCIAL SUMMARY
(Unaudited)

Operating Results

	For the three months ended June 30,
(In thousands, except earnings per share)	2007		2006
Total contract revenues	$	192,241	$	155,903
Gross profit	$	31,417	$	22,673
Income from operations	$	14,278	$	2,525
Income before income taxes	$	14,815	$	2,731
Net income	$	8,521	$	1,126
Weighted average shares outstanding:
Basic		8,728		8,498
Diluted		8,859		8,717
Net income per share:
Basic	$	0.98	$	0.13
Diluted	$	0.96	$	0.13

Operating Results

	For the six months ended June 30,
(In thousands, except earnings per share)	2007		2006
Total contract revenues	$	362,948	$	301,450
Gross profit	$	54,940	$	43,439
Income from operations	$	20,217	$	5,375
Income before income taxes	$	20,610	$	5,955
Net income	$	11,591	$	2,846
Weighted average shares outstanding:
Basic		8,702		8,495
Diluted		8,829		8,725
Net income per share:
Basic	$	1.33	$	0.34
Diluted	$	1.31	$	0.33

ADD THREE — BAKER FINANCIAL RESULTS FOR SECOND QUARTER 2007

Segment results

(In millions)	For the three months						For the six months
	ended June 30,						ended June 30,
	2007			2006			2007			2006
Revenues
Engineering	$	98.8		$	97.5		$	189.0		$	184.1
Energy		93.4			58.4			173.9			117.4
Total revenues	$	192.2		$	155.9		$	362.9		$	301.5
Income from operations before Corporate overhead
Engineering	$	10.9		$	7.9		$	20.5		$	15.6
Energy		7.8			1.1			10.2			2.6
Total segment income from operations before Corporate overhead		18.7			9.0			30.7			18.2
Less: Corporate overhead
Engineering		(3.3	)		(4.7	)		(7.3	)		(8.9	)
Energy		(1.2	)		(1.8	)		(2.7	)		(3.3	)
Total Corporate overhead		(4.5	)		(6.5	)		(10.0	)		(12.2	)
Total income from operations
Engineering		7.6			3.2			13.2			6.7
Energy		6.6			(0.7	)		7.5			(0.7	)
Other Corporate income/(expense)		0.1			—			(0.5	)		(0.6	)
Total income from operations	$	14.3		$	2.5		$	20.2		$	5.4

Backlog
(In millions)	At 6/30/07		At 12/31/06
Total	$	1,380.6	$	1,295.7

ADD FOUR — BAKER FINANCIAL RESULTS FOR SECOND QUARTER 2007

Condensed Balance Sheet

(In thousands)	At 6/30/07			At 12/31/06
ASSETS
Cash and cash equivalents	$	15,146		$	13,182
Receivables, net		100,349			97,815
Unbilled revenues on contracts in progress		97,633			94,548
Prepaid expenses and other		7,529			16,044
Total current assets		220,657			221,589
Property, plant and equipment, net		18,809			21,323
Goodwill and other intangible assets, net		17,471			17,575
Other long-term assets		5,632			5,636
Total assets	$	262,569		$	266,123
LIABILITIES & SHAREHOLDERS’ INVESTMENT
Accounts payable	$	46,206		$	54,700
Accrued compensation and insurance		37,851			40,163
Other accrued expenses		43,484			40,585
Billings in excess of revenues on contracts in progress		21,078			17,415
Total current liabilities		148,619			152,863
Other long-term liabilities		6,715			18,140
Total liabilities		155,334			171,003
Common Stock		9,283			9,194
Additional paid-in capital		45,938			44,676
Retained earnings		56,810			46,170
Accumulated other comprehensive loss		(35	)		(159	)
Less — Treasury shares		(4,761	)		(4,761	)
Total shareholders’ investment		107,235			95,120
Total liabilities & shareholders’ investment	$	262,569		$	266,123

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