-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O1S2svVumsFPSiw0Pir9hcOehKz5AnHNNzeFI+9fReETsZ4uKIGmsDexZ9vQGHNT CcM9BXou2fvgq4BoqNmEpg== 0000804731-99-000013.txt : 19990809 0000804731-99-000013.hdr.sgml : 19990809 ACCESSION NUMBER: 0000804731-99-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENERA INC CENTRAL INDEX KEY: 0000804731 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 943213541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09812 FILM NUMBER: 99675964 BUSINESS ADDRESS: STREET 1: ONE MARKET, SPEAR TOWER STREET 2: SUITE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94105-1018 BUSINESS PHONE: 4155364744 MAIL ADDRESS: STREET 1: ONE MARKET, SPEAR TOWER STREET 2: SUITE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94105-1018 FORMER COMPANY: FORMER CONFORMED NAME: TENERA LP DATE OF NAME CHANGE: 19920703 10-Q 1 QUARTERLY REPORT FOR PERIOD ENDED JUNE 30, 1999 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 OR 15(d of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1999 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] For the transition period from __________ to __________ Commission File Number 1-9812 TENERA, INC. (Exact name of registrant as specified in its charter) Delaware 94-3213541 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Market, Spear Tower, Suite 1850, San Francisco, California 94105-1018 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 536-4744 ---------------------------- Securities registered pursuant to Section 12(b) of the Act: Common Stock Securities registered pursuant to Section 12(g) of the Act: None 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 . The number of shares outstanding on June 30, 1999, was 10,079,253. TABLE OF CONTENTS
PAGE PART I -- FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) .......................................................... 1 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition ..... 8 Item 3. Quantitative and Qualitative Disclosures of Market Risk.................................... 10 PART II -- OTHER INFORMATION Item 1. Legal Proceedings ......................................................................... * Item 2. Changes in Securities ..................................................................... * Item 3. Defaults Upon Senior Securities ........................................................... * Item 4. Submission of Matters to a Vote of Security Holders ....................................... 11 Item 5. Other Information ......................................................................... * Item 6. Exhibits and Reports on Form 8-K .......................................................... 11
_________________ * None i PART I -- FINANCIAL INFORMATION Item 1. Financial Statements TENERA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts)
- ------------------------------------------------------------------------------------------------------------------ Three Months Ended June 30, Six Months Ended June 30, ------------------------------ ----------------------------- 1999 1998 1999 1998 - ------------------------------------------------------------------------------------------------------------------ Revenue .................................. $ 9,412 $ 6,453 $ 18,694 $ 12,544 Direct Costs ............................. 7,215 4,797 14,500 9,295 General and Administrative Expenses ...... 1,515 1,345 3,004 2,647 Special Item Income ...................... -- -- -- 300 Litigation Judgment Cost ................ -- (50) -- (50) Other Income ............................. 1 53 1 139 ------------ ------------- ------------ ------------- Operating Income........................ 683 414 1,191 1,091 Interest Income, Net ..................... 26 34 53 65 ------------ ------------- ------------ ------------- Net Earnings Before Income Tax Expense...................... 709 448 1,244 1,156 Income Tax Expense........................ 305 54 535 229 ------------ ------------ ------------- ------------- Net Earnings.............................. $ 404 $ 394 $ 709 $ 927 ============ ============= ============ ============= Net Earnings per Share-- Basic ........... $ 0.04 $ 0.04 $ 0.07 $ 0.09 ============ ============= ============ ============= Net Earnings per Share-- Diluted ......... $ 0.04 $ 0.04 $ 0.07 $ 0.09 ============ ============= ============ ============= Weighted Average Number of Shares Outstanding-- Basic...... 10,122 10,123 10,126 10,123 ============ ============= ============ ============= Weighted Average Number of Shares Outstanding-- Diluted.... 10,574 10,232 10,558 10,153 ============ ============= ============= ============= - ------------------------------------------------------------------------------------------------------------------
See accompanying notes. 1 TENERA, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share amounts)
- ---------------------------------------------------------------------------------------------------------------- June 30, December 31, 1999 1998 - ---------------------------------------------------------------------------------------------------------------- ASSETS Current Assets Cash and cash equivalents ............................................... $ 3,354 $ 3,361 Receivables, less allowance of $1,300 (1998 - $1,300): Billed ................................................................ 3,341 2,692 Unbilled .............................................................. 3,869 2,734 Other current assets .................................................... 143 225 ------------- ------------ Total Current Assets ................................................ 10,707 9,012 Property and Equipment, Net ............................................... 213 194 ------------- ------------ Total Assets ..................................................... $ 10,920 $9,206 ============= ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable ........................................................ $ 3,456 $ 2,514 Accrued compensation and related expenses ............................... 2,153 1,924 Income taxes payable .................................................... -- 100 ------------- ------------ Total Current Liabilities ........................................... 5,609 4,538 Commitments and Contingencies Shareholders' Equity Common Stock, $0.01 par value, 25,000,000 authorized, 10,417,345 issued and 104 104 outstanding ............................................................. Paid in capital, in excess of par ....................................... 5,699 5,699 Retained earnings (Accumulated deficit) ................................. (126) (835) Treasury stock-- 338,092 shares (1998 - 287,942 shares) ................. (366) (300) ------------- ------------ Total Shareholders' Equity ........................................ 5,311 4,668 ------------- ------------ Total Liabilities and Shareholders' Equity ....................... $ 10,920 $ 9,206 ============= ============ - ----------------------------------------------------------------------------------------------------------------
See accompanying notes. 2 TENERA, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (In thousands)
- ------------------------------------------------------------------------------------------------------------------ Paid- Retained In Earnings Common Capital in (Accumulated Treasury Stock Excess Deficit) Stock Total of Par - ------------------------------------------------------------------------------------------------------------------ December 31, 1998 .......... $ 104 $ 5,699 $ (835) $ (300) $ 4,668 Net Earnings ............... -- -- 305 -- 305 ------------ ------------ ------------- ------------ ------------ March 31, 1999 ............. 104 5,699 (530) (300) 4,973 Repurchase of 50,150 Shares -- -- -- (66) (66) Net Earnings................ -- -- 404 -- 404 ------------ ------------ ------------- ------------ ------------ June 30, 1999 .............. $ 104 $ 5,699 $ (126) $ (366) $ 5,311 ============ ============ ============= ============ ============ - ------------------------------------------------------------------------------------------------------------------
See accompanying notes. 3 TENERA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
- ---------------------------------------------------------------------------------------------------------------- Six Months Ended June 30, ------------------------------ 1999 1998 - ---------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings............................................................. $ 709 $ 927 Adjustments to reconcile net earnings to cash (used) provided by operating activities: Depreciation .......................................................... 83 48 Decrease in allowance for sales adjustments ........................... -- (32) Gain on sale of equipment ............................................. (1) -- Gain on sale of Technologies business ................................. -- (300) Changes in assets and liabilities: Receivables ......................................................... (1,784) (1,216) Other current assets ................................................ 82 66 Accounts payable .................................................... 942 1,262 Accrued compensation and related expenses ........................... 229 298 Income taxes payable ................................................ (100) 213 Litigation judgment accrual ......................................... -- (950) ------------- ------------ Net Cash (Used) Provided By Operating Activities .................. (549) 316 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment ................................... (102) (75) Proceeds from sale of equipment ......................................... 1 -- Proceeds from repayment of Asset Sale note .............................. -- 300 ------------- ------------ Net Cash (Used) Provided in Investing Activities .................. (101) 225 CASH FLOWS FROM FINANCING ACTIVITIES Repurchase of equity .................................................... (66) -- ------------- ------------ Net Cash Used by Financing Activities ............................. (66) -- ------------- ------------ NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ...................... (7) 541 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .......................... 3,361 2,292 ------------- ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................ $ 3,354 $ 2,833 ------------- ------------ - ----------------------------------------------------------------------------------------------------------------
See accompanying notes. 4 TENERA, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 1999 and 1998 (Unaudited) Note 1. Organization TENERA, Inc. (the "Company"), a Delaware corporation, is the parent company of the subsidiaries described below. TENERA Rocky Flats, LLC ("Rocky Flats"), a Colorado limited liability company, was formed by the Company in 1995, to provide consulting services in connection with participation in the Performance Based Integrating Management Contract ("Rocky Flats Contract") at the Department of Energy's ("DOE") Rocky Flats Environmental Technology Site. In May 1997, the Company's other government business was consolidated within the Rocky Flats subsidiary. This business provides consulting and management services to the DOE directly and through subcontracts with DOE prime contractors. These services provide assistance to DOE-owned nuclear facilities in devising, implementing, and monitoring strategies to upgrade from an operational, safety, and environmental perspective. TENERA Energy, LLC ("Energy"), a Delaware limited liability company, was formed by the Company in May 1997, to consolidate its commercial electric power utility business into a separate legal structure. The Energy subsidiary provides consulting, management services, and technology enhanced training programs in organizational effectiveness and organizational development, environmental outsourcing and monitoring, risk analysis and modeling, and business process improvement. TENERA Technologies, LLC ("Technologies"), a Delaware limited liability company, was formed by the Company in May 1997 to consolidate its mass transportation business into a separate legal entity. Before the Asset Sale described below, Technologies provided computerized maintenance management software and consulting to the mass transit industry. On November 14, 1997, the Company consummated the sale of all of the assets ("Asset Sale") related to Technologies' mass transportation business, to Spear Technologies, Inc., a California corporation newly formed by former members of the Company's management. The Company received $1,300,000 in cash, a promissory note in the amount of $300,000, and a warrant to acquire 4% of the buyer's then outstanding shares of common stock exercisable upon an initial public offering or a change of control (as defined in the warrant). The buyer also assumed all liabilities associated with the Technologies business. Note 2. Summary of Significant Accounting Policies Basis of Presentation. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared by the Company without audit. All intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position at June 30, 1999, and the results of operations and cash flows for the three-month and six-month periods ended June 30, 1999 and 1998, have been made. For further information, refer to the financial statements and notes thereto contained in TENERA, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998, filed with the Securities and Exchange Commission. Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. Cash and Cash Equivalents. Cash and cash equivalents consist of demand deposits, money market accounts, and commercial paper issued by companies with strong credit ratings. The Company includes in cash and cash equivalents, all short-term, highly liquid investments which mature within three months of acquisition. Property and Equipment. Property and equipment are stated at cost ($2,442,000 and $2,382,000 at June 30, 1999 and December 31, 1998, respectively), net of accumulated depreciation ($2,229,000 and $2,188,000 at 5 June 30, 1999 and December 31, 1998, respectively). Depreciation is calculated using the straight line method over the estimated useful lives, which range from three to five years. Revenue. The Company primarily offers its services to the electric power industry and the DOE. Revenue from time-and-material and cost plus fixed-fee contracts is recognized when costs are incurred; from fixed-price contracts, on the basis of percentage of work completed (measured by costs incurred relative to total estimated project costs). The Company performs credit evaluations of these clients and normally does not require collateral. Reserves are maintained for potential sales adjustments and credit losses; such losses to date have been within management's expectations. Actual revenue and cost of contracts in progress may differ from management estimates and such differences could be material to the financial statements. During the first six months of 1999, three clients accounted for 31%, 26%, and 18% of the Company's total revenue, respectively. During the same period in 1998, three clients accounted for 38%, 26% and 11% of the total revenue, respectively. Income Taxes. The Company is a C Corporation subject to federal and state statutory income tax rates for income earned. For the six-month period ended June 30, 1999, a provision for federal and state income taxes was made at a combined rate of approximately 43%. For the comparable period in 1998, a provision for income taxes was made at a rate of approximately 20% on a combined federal and state basis, which reflects the benefit of net operating loss carryforwards. Per Share Information. In 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share" ("FAS 128"). FAS 128 replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share and includes the effect of dilutive stock options. All earnings per share amounts for all periods have been presented, and where appropriate, restated to conform to the FAS 128 requirements. A reconciliation of the denominators of the basic and diluted earnings per share computations required by FAS 128 are presented in Note 3. Comprehensive Income. In 1997, the Financial Accounting Standards Board issued No. 130, "Reporting Comprehensive Income", which requires that all items that are required to be recognized under accounting standards as comprehensive income (revenues, expenses, gains and losses) be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company does not have material components of other comprehensive income. Therefore, comprehensive income is equal to net earnings reported for all periods presented. Disclosures about Segments of an Enterprise. In 1997, the Financial Accounting Standards Board issued No. 131, "Disclosures about Segments of an Enterprise and Related Information", which establishes standards for the way public business enterprises report information about operating segments in annual financial statements. The Company has one reportable operating segment under this statement, which is providing services with respect to operations, maintenance, safety, strategic business and risk management, and environmental/ecological issues for electric utility and DOE facilities. The required disclosures are reflected in the financial statements. 6 Note 3. Earnings per Share The following table sets forth the computation of basic and diluted earnings per share: (In thousands, except for per share amounts)
- ------------------------------------------------------------------------------------------------------------------- Quarter Ended June 30, Six Months Ended June 30, ------------------------------- -------------------------------- 1999 1998 1999 1998 - ------------------------------------------------------------------------------------------------------------------- Numerator: Net earnings .......................... $ 404 $ 394 $ 709 $ 927 ============= ============== ============= ============== Denominator: Denominator for basic earnings per share-- weighted-average shares 10,122 10,123 10,126 10,123 outstanding............................ Effect of dilutive securities: Employee & Director stock options (Treasury stock method) ............. 452 109 432 30 ------------- -------------- ------------- -------------- Denominator for diluted earnings per share --weighted-average common and common equivalent shares ............... 10,574 10,232 10,558 10,153 ============= ============== ============= ============== Basic earnings per share ................ $ 0.04 $ 0.04 $ 0.07 $ 0.09 ============= ============== ============= ============== Diluted earnings per share .............. $ 0.04 $ 0.04 $ 0.07 $ 0.09 ============= ============== ============= ==============
7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition TENERA, INC. Results of Operations (Unaudited)
- ------------------------------------------------------------------------------------------------------------------ Percent of Revenue Percent of Revenue ------------------------ ------------------------- Quarter Ended June 30, Six Months Ended June 30, ------------------------ ------------------------- 1999 1998 1999 1998 - ------------------------------------------------------------------------------------------------------------------ Revenue ................................................ 100.0% 100.0% 100.0% 100.0% Direct Costs ........................................... 76.7 74.3 77.6 74.1 General and Administrative Expenses .................... 16.1 20.9 16.0 21.1 Special Item Income .................................... -- -- -- 2.4 Litigation Judgment Cost ............................... -- (0.8) -- (0.4) Other Income ........................................... -- 0.8 -- 1.1 --------- --------- --------- --------- Operating Income .................................... 7.2 6.4 6.4 8.7 Interest Income, Net ................................... 0.3 0.5 0.3 0.5 --------- --------- ========= ========= Net Earnings Before Income Tax Expense.................. 7.5% 6.9% 6.7% 9.2% ========= ========= ========= ========= - ------------------------------------------------------------------------------------------------------------------
Results of Operations The Company's increased revenue in its Rocky Flats subsidiary resulted in net earnings before income tax expense of $709,000 and $1,244,000 for the three and six-month periods ended June 30, 1999, respectively. Net earnings before income tax expense, litigation judgment cost adjustment, and special item income, for the comparable periods in 1998, were $398,000 and $806,000, respectively. During the second quarter and first six months of 1999, the Company received written contracts and orders having an estimated value of approximately $5.2 million and $10.8 million, respectively. The activity primarily reflects the additional funding of the Company's contract at the DOE's Rocky Flats Environmental Technology Site and the extension of consulting contracts with two large electric utility clients. Contracted backlog for current, active projects totaled approximately $10.6 million as of June 30, 1999, down from $18.5 million at December 31, 1998. Revenue increased 46% in the second quarter and 49% in the first half of 1999, compared to a year ago, primarily as a result of increased Rocky Flats Contract activity. For the second quarter and first half of 1999, the concentration of revenue from the government sector increased to 81% and 82% of total revenue, respectively, from 78% and 75% for the same periods in 1998. Direct costs were higher in the second quarter and first half of 1999, compared to a year ago, primarily as a result of increased revenue generation opportunities and the related use of subcontractor teams under the Rocky Flats Contract. Gross margins decreased to 23% for the three and six-month periods ended June 30, 1999, from 26% for the same periods in 1998, primarily due to an increase in the proportion of lower margin government projects. 8 General and administrative costs were higher in the second quarter and first half of 1999, compared to a year ago, primarily reflecting increased costs associated with the development of technology enhanced training courses and higher performance bonuses to employees based on higher operating income. However, general and administrative expenses, as a percentage of revenue, for the three and six-month periods, decreased to 16% in 1999 from 21% in 1998 primarily reflecting controlled cost structures associated with reduced corporate and subsidiary administrative staffs. The special item of $300,000, in the first half of 1998, reflects the additional realized gain from the Asset Sale associated with the repayment of the Promissory Note (see Note 1 to the Consolidated Financial Statements). The litigation judgment cost adjustment in 1998 relates to the settlement of litigation for $50,000 less than the amount accrued in 1997. Other income in 1999 reflects gains on sale of assets related to a facility closure. Other income in 1998 reflects certain accounting and administrative services provided on a temporary basis to the purchaser in the Asset Sale. These services ceased in November 1998. Net interest income in 1999 and 1998 represents earnings from the investment of cash balances in short-term, high-quality, government and corporate debt instruments. The lower net interest income in 1999, as compared to a year ago, primarily reflects lower interest rates. The Company had no borrowings under its line of credit during the first six months of 1999 and 1998. Liquidity and Capital Resources Cash and cash equivalents decreased by $7,000 during the first half of 1999. The decrease was due to cash used by operations ($549,000), net acquisition of equipment ($101,000), and cash used to repurchase Company stock ($66,000). Receivables increased by $1,784,000 from December 31, 1998, primarily due to an increase in revenue in the first half of 1999. The allowance for sales adjustments remained at the same level as December 31, 1998. Accounts payable increased by $942,000 since the end of 1998, primarily associated with higher direct costs supporting increased revenues. Accrued compensation and related expenses increased by $229,000 during the period, primarily reflecting merit increases in employee salaries and lower usage of paid-time-off benefits in the first half of 1999. No cash dividend was declared in the first six months of 1999. The impact of inflation on project revenue and costs of the Company was minimal. At June 30, 1999, the Company had available $2,500,000 of a $3,000,000 revolving loan facility. The Company has no outstanding borrowing against the line; however, $500,000 is assigned to support standby letters of credit. The line of credit expires in May 2000. Management believes that cash expected to be generated by operations, the Company's working capital, and its loan facility are adequate to meet its anticipated liquidity needs through the next twelve months. Year 2000 Issue Many existing computer programs use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. If not corrected, many computer applications could fail or create erroneous results by or at the Year 2000. The Year 2000 issue affects virtually all companies and organizations. The Company's technical personnel have substantially completed assessing the impact of the Year 2000 issue on the Company's products and services. The Company has established a two-phase program to ensure that its proprietary software and internal computer systems are Year 2000 compliant. The initial phase, which included planning, inventory and assessment, has been completed. The final phase, which consists of correction, testing, deployment 9 and acceptance, has been substantially completed and final completion is expected by the end of third quarter 1999. The Company has expended approximately $25,000 to make its proprietary software and internal systems compliant and expects to spend less than $25,000 more to complete its compliance program. The total expenditures will not have a material effect on its overall financial position or results of operations. The Company has also substantially completed the same two-phase program to assess the risks to the Company of systems owned and operated by outside parties but used by the Company in its leased and rented facilities which have embedded technology, such as elevator systems, security systems, and other physical office infrastructure. The Company has examined infrastructure issues on an office-by-office basis. The initial phase was completed at the end of 1998 and the final phase was substantially completed at June 30, 1999. The owners of the facilities leased by the Company have advised that they have corrected the key embedded technology problems and will continue to examine and test their systems through the balance of 1999. No costs have been expended by the Company through the second quarter of 1999. The Company will develop contingency plans to address any such embedded technology issues as they are identified. The Company's major clients, subcontractors, banking institution, and payroll vendor have advised that their Year 2000 compliance efforts are either substantially complete or are expected to be complete by September 30, 1999. The Company will develop contingency plans for any such clients and vendors who will not be Year 2000 ready. Even with the effort to address the Year 2000 issue made by the Company to date, there can be no assurance that the systems of other entities on which the Company relies, including the Company's internal systems and proprietary software, will be one-hundred percent remediated, or that a failure to remediate by another entity and/or the Company, would not have a material effect on the Company's results of operations. The Company will continue to utilize both internal and external resources to reprogram, or replace, and test software for Year 2000 modifications. The total cost associated with the required modifications and conversions is not expected to exceed $50,000, including infrastructure and embedded technology. Forward-Looking Statements Statements contained in this report which are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those projected. Such risks and uncertainties include the uncertainty of future profitability; reliance on major customers; uncertainty regarding industry trends and customer demand; uncertainty of access to additional capital; reliance on key personnel; uncertainty regarding competition; government contract audits; and Year 2000 issues, including the costs of compliance and anticipated results, described above. Additional risks are detailed in the Company's filings with the Securities and Exchange Commission ("SEC"), including its Form 10-K for the year ended December 31, 1998. Item 3. Quantitative and Qualitative Disclosures of Market Risk Not applicable. 10 PART II -- OTHER INFORMATION Item 4. Submission of Matter to a Vote of Security Holders On June 29, 1999, the Company held its Annual Meeting of Stockholders. The following individuals were elected to the Board of Directors:
- ---------------------------------------------------------------------------------------------------------------- Votes Votes For Withheld - ---------------------------------------------------------------------------------------------------------------- William A. Hasler ......................................................... 9,314,607 51,783 Robert C. McKay ........................................................... 9,306,107 60,283 - ----------------------------------------------------------------------------------------------------------------
The following proposals were approved at the Company's Annual Meeting:
- ---------------------------------------------------------------------------------------------------------------- Votes Votes Broker For Against Abstained Non-Votes - ---------------------------------------------------------------------------------------------------------------- Proposal to ratify the selection of the Company's independent auditors . 9,335,846 13,177 17,367 0 - ----------------------------------------------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 11.0 Statement regarding computation of per share earnings: See Notes to Consolidated Financial Statements. 27.0* Financial Data Schedule (b) Reports on Form 8-K None. - ------------------------------ * Filed herewith. 11 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. Dated: August 2, 1999 TENERA, INC. By /s/ Jeffrey R. Hazarian ------------------------------------ Jeffrey R. Hazarian Executive Vice President and Chief Financial Officer 12 EX-27.0 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS Dec-31-1999 Jan-01-1999 Jun-30-1999 3,354 0 8,510 1,300 0 10,707 213 0 10,920 5,609 0 5,803 0 0 0 10,920 0 18,694 0 14,500 3,003 0 (53) 1,244 535 709 0 0 0 709 0.07 0.07
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