-----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, RgqWfGhbCF2Lc5YDWZFiklugZBkafLvVGpBbQX0+HhpuTTvvMwyKKQp79Fcpr1Ik 5PSi5lfHkEodEKBP+npx+Q== /in/edgar/work/0000804731-00-000013/0000804731-00-000013.txt : 20001114 0000804731-00-000013.hdr.sgml : 20001114 ACCESSION NUMBER: 0000804731-00-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENERA INC CENTRAL INDEX KEY: 0000804731 STANDARD INDUSTRIAL CLASSIFICATION: [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: 760369 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 0001.txt QUARTERLY REPORT FOR PERIOD ENDED 09/30/00 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 September 30, 2000 [ ] 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 September 30, 2000, was 9,984,259. 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 ....................................... * Item 5. Other Information ......................................................................... * Item 6. Exhibits and Reports on Form 8-K .......................................................... 11
_________________________ * None. PART I -- FINANCIAL INFORMATION Item 1. Financial Statements TENERA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts)
- ------------------------------------------------------------------------------------------------------------------ Three Months Ended September 30, Nine Months Ended September 30, -------------------------------- ------------------------------- 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------ Revenue .................................. $ 7,673 $ 10,163 $ 25,659 $ 28,857 Direct Costs ............................. 5,987 7,970 20,383 22,470 General and Administrative Expenses ...... 1,639 1,385 5,039 4,389 Other Income ............................. -- -- 4 1 ------------ ------------- ------------ ------------- Operating Income........................ 47 808 241 1,999 Interest Income, Net ..................... 49 30 137 83 ------------ ------------- ------------ ------------- Net Earnings Before Income Tax Expense...................... 96 838 378 2,082 Income Tax Expense........................ 38 404 151 939 ------------ ------------- ------------ ------------- Net Earnings.............................. $ 58 $ 434 $ 227 $ 1,143 ============ ============= ============ ============= Net Earnings per Share-- Basic ........... $ 0.01 $ 0.04 $ 0.02 $ 0.11 ============ ============= ============ ============= Net Earnings per Share-- Diluted ......... $ 0.01 $ 0.04 $ 0.02 $ 0.11 ============ ============= ============ ============= Weighted Average Number of Shares Outstanding-- Basic...... 9,969 10,015 9,952 10,088 ============ ============= ============ ============= Weighted Average Number of Shares Outstanding-- Diluted.... 10,123 10,396 10,266 10,503 ============ ============= ============ ============= - ------------------------------------------------------------------------------------------------------------------
See accompanying notes. 1 TENERA, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share amounts)
- ----------------------------------------------------------------------------------------------------------------- September 30, December 31, 2000 1999 - ----------------------------------------------------------------------------------------------------------------- ASSETS Current Assets Cash and cash equivalents ............................................... $ 3,862 $ 3,493 Receivables, less allowance of $1,110 (1999 - $1,298) Billed ................................................................ 2,882 3,587 Unbilled .............................................................. 2,398 2,968 Other current assets .................................................... 495 369 ------------- ------------ Total Current Assets ................................................ 9,637 10,417 Property and Equipment, Net ............................................... 502 237 Other Assets .............................................................. 501 56 ------------- ------------ Total Assets ..................................................... $ 10,640 $ 10,710 ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable ........................................................ $ 2,400 $ 3,110 Accrued compensation and related expenses ............................... 2,080 1,838 Deferred revenue ........................................................ 140 2 Income taxes payable .................................................... -- -- ------------- ------------ Total Current Liabilities ........................................... 4,620 4,950 Commitments and Contingencies Stockholders' Equity Common Stock, $0.01 par value, 25,000,000 authorized, 10,417,345 issued and outstanding ......................................................... 104 104 Paid in capital, in excess of par ....................................... 5,675 5,699 Retained earnings........................................................ 734 507 Treasury stock-- 433,086 shares (1999 - 483,586 shares).................. (493) (550) ------------- ------------ Total Shareholders' Equity ........................................ 6,020 5,760 ------------- ------------ Total Liabilities and Stockholders' Equity ....................... $ 10,640 $ 10,710 ============= ============ - ----------------------------------------------------------------------------------------------------------------
See accompanying notes. 2 TENERA, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (In thousands, except share amounts)
- ---------------------------------------------------------------------------------------------------------------- Paid-In Capital in Common Excess Retained Treasury Stock of Par Earnings Stock Total - ---------------------------------------------------------------------------------------------------------------- December 31, 1999 .......... $ 104 $ 5,699 $ 507 $ (550) $ 5,760 Issuance of 15,000 Common Stock shares from Treasury .............. -- (6) -- 17 11 Net Earnings ............... -- -- 120 -- 120 ------------ ------------ ------------ ------------ ------------ March 31, 2000 ............. $ 104 $ 5,693 $ 627 $ (533) $ 5,891 Net Earnings................ -- -- 49 -- 49 ------------ ------------ ------------ ------------ ------------ June 30, 2000 .............. $ 104 $ 5,693 $ 676 $ (533) $ 5,940 Issuance of 35,500 Common Stock shares from Treasury............... -- (18) -- 40 22 Net Earnings ............... -- -- 58 -- 58 ------------ ------------ ------------ ------------ ------------ September 30, 2000 ......... $ 104 $ 5,675 $ 734 $ (493) $ 6,020 - ----------------------------------------------------------------------------------------------------------------
See accompanying notes. 3 TENERA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
- ---------------------------------------------------------------------------------------------------------------- Nine Months Ended September 30, ------------------------------- 2000 1999 - ---------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings ............................................................ $ 227 $ 1,143 Adjustments to reconcile net earnings to cash provided (used) by operating activities: Depreciation and amortization.......................................... 251 121 Gain on sale of assets ................................................ (4) (1) Decrease in allowance for sales adjustments ........................... (188) (2) Changes in assets and liabilities: Receivables ......................................................... 1,463 (2,432) Other current assets ................................................ (169) (14) Other assets ........................................................ (375) -- Accounts payable .................................................... (710) 1,396 Accrued compensation and related expenses ........................... 242 184 Deferred revenue .................................................... 138 2 Income taxes payable ................................................ -- (56) ------------- ------------ Net Cash Provided By Operating Activities ......................... 875 341 CASH FLOWS FROM INVESTING ACTIVITIES Net acquisition of property and equipment ............................... (421) (214) Acquisition of application development software ......................... (125) -- Proceeds from sale of assets ............................................ 7 1 ------------- ------------ Net Cash Used in Investing Activities ............................. (539) (213) CASH FLOWS FROM FINANCING ACTIVITIES Repurchase of equity .................................................... -- (230) Issuance of common stock from Treasury................................... 33 -- ------------- ------------ Net Cash Provided (Used) by Financing Activities ................. 33 (230) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...................... 369 (102) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .......................... 3,493 3,361 ------------- ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................ $ 3,862 $ 3,259 ============= ============ - ----------------------------------------------------------------------------------------------------------------
See accompanying notes. 4 TENERA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000 and 1999 (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 (the "Site"). In 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. In August 2000, Closure Mission Support Services, LLC ("CMSS"), a Colorado limited liability company, was formed by Rocky Flats as a majority-owned joint venture to provide consulting services in connection with a recompete of the professional support services at the Site. TENERA Energy, LLC ("Energy"), a Delaware limited liability company, was formed by the Company in 1997, to consolidate its commercial electric power utility business into a separate legal structure. The Energy subsidiary provides environmental outsourcing and monitoring, risk analysis and modeling. TENERA GoTrain.Net, LLC ("GoTrain.net"), a Delaware limited liability company, was formed by the Company in October 1999, as a joint venture operation to design, develop, market, and maintain a web-based Corporate Distance Learning Center ("CDLC"). The joint venture was established with its minority interest partner, SoBran, Inc., an Ohio corporation specializing in Internet technologies. In February 2000, the Company purchased certain Internet-based development assets from SoBran, Inc. for $307,000, including SoBran's minority interest in GoTrain.net. The purchase consideration was allocated to the acquired assets based on deemed fair values as follows: computer equipment and software ($289,000); office equipment ($18,000). After the asset acquisition from SoBran, the Company consolidated its technology enhanced training services group into GoTrain.net. Note 2. Summary of Significant Accounting Policies Basis of Presentation. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and are unaudited. 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 September 30, 2000, and the results of operations and cash flows for the three-month periods ended September 30, 2000 and 1999, 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, 1999, 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. Cash and cash equivalents are carried at cost, which approximates fair value. The Company includes in cash and cash equivalents, all short-term, highly liquid investments which mature within three months of acquisition. 5 Concentrations of Credit Risk and Credit Risk Evaluations. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents consist principally of demand deposit, money market accounts, and commercial paper issued by companies with strong credit ratings. Cash and cash equivalents are held with various domestic financial institutions with high credit standing. The Company has not experienced any significant losses on its cash and cash equivalents. The Company conducts business with companies in various industries primarily in the United States. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. Allowances are maintained for potential credit issues, and such losses to date have been within management's expectations. Property and Equipment. Property and equipment are stated at cost ($2,930,000 and $2,531,000 at September 30, 2000 and December 31, 1999, respectively), net of accumulated depreciation ($2,427,000 and $2,294,000 at September 30, 2000 and December 31, 1999, respectively). Depreciation is calculated using the straight line method over the estimated useful lives, which range from three to five years. Other Assets. Included in this asset category are the costs of internal-use CDLC software, both acquired and developed by the Company, and certain software costs related to the development of the Company's technology enhanced training courses. These costs have been capitalized in accordance with Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use", and Financial Accounting Standards No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed". The Company capitalized $608,000 of software costs during the first nine months of 2000, compared to $56,000 in the same period of 1999. The estimated useful life of costs capitalized during 2000 ranged from one to three years. For the nine month period ended September 30, 2000, the amortization of capitalized costs totaled $98,000. 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 nine months of 2000, one client accounted for 66% of the Company's total revenue. During the same period in 1999, three clients accounted for 31%, 27% and 17% of the total revenue. Income Taxes. The Company uses the liability method to account for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Per Share Computation. Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, warrants and convertible preferred stock, in the weighted average number of common shares outstanding for a period, if dilutive. 6 The following table sets forth the computation of basic and diluted earnings per share as required by Financial Accounting Standards Board Statement No. 128: (In thousands, except for per share amounts)
- ------------------------------------------------------------------------------------------------------------------- Three Months Ended Sept. 30, Nine Months Ended Sept. 30, ------------------------------- -------------------------------- 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------- Numerator: Net earnings .......................... $ 58 $ 434 $ 227 $ 1,143 ============= ============== ============= ============== Denominator: Denominator for basic earnings per share-- weighted-average shares 9,969 10,015 9,952 10,088 outstanding............................ Effect of dilutive securities: Employee & Director stock options (Treasury stock method) ............. 154 381 314 415 ------------- -------------- ------------- -------------- Denominator for diluted earnings per share--weighted-average common and common equivalent shares ............... 10,123 10,396 10,266 10,503 ============= ============== ============= ============== Basic earnings per share ................ $ 0.01 $ 0.04 $ 0.02 $ 0.11 ============= ============== ============= ============== Diluted earnings per share .............. $ 0.01 $ 0.04 $ 0.02 $ 0.11 ============= ============== ============= ============== - -------------------------------------------------------------------------------------------------------------------
Comprehensive Income. 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. The Company has one reportable operating segment, 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. Recent Accounting Pronouncements. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"), which establishes accounting and reporting standards for derivative instruments and hedging activities. FAS 133 requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The Company will be required to adopt FAS 133 effective January 1, 2001. Management of the Company does not believe the adoption of this statement will have a material effect on the Company's consolidated financial position, results of operations, or cash flows. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 provides guidance on the recognition, presentation, and disclosure of revenue in financial statements of all public registrants. Any change in the Company's revenue recognition policy resulting from the interpretation of SAB 101 would be reported as a change in accounting principle in the quarter ending December 31, 2000. While the Company has not fully assessed the impact of the adoption of SAB 101, the implementation of SAB 101 may have a material adverse impact on its reported results of operations from longer term contracts. Reclassifications. Certain reclassifications of prior year amounts have been made to conform with current presentation. 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 ------------------------ ----------------------- Three Months Ended Nine Months Ended Sept. 30, Sept. 30, ------------------------ ----------------------- 2000 1999 2000 1999 - ------------------------------------------------------------------------------------------------------------------ Revenue ................................................ 100.0% 100.0% 100.0% 100.0% Direct Costs ........................................... 78.0 78.4 79.4 77.9 General and Administrative Expenses .................... 21.4 13.6 19.6 15.2 Other Income ........................................... -- -- * * --------- --------- --------- --------- Operating Income .................................... 0.6 8.0 1.0 6.9 Interest Income, Net ................................... 0.6 0.3 0.5 0.3 --------- --------- --------- --------- Net Earnings Before Income Tax Expense.................. 1.2% 8.3% 1.5% 7.2% ========= ========= ========= ========= - ------------------------------------------------------------------------------------------------------------------
* Less than 0.05% Results of Operations Net earnings before income tax expense for the three and nine-month periods ended September 30, 2000 were $96,000 and $378,000, respectively, compared to $838,000 and $2,082,000, respectively, for the same periods in 1999. Revenue decreased 25% in the third quarter and 11% in the first nine months of 2000, compared to a year ago, primarily due to a decline in the use of the Company's subcontractor teams at the Site, and closure of the commercial strategic consulting business area, partially offset by increased contract activity in the commercial environmental and ecological services business area. For the third quarter and first nine months of 2000, the concentration of revenue from the government sector increased to 85% and 86% of total revenue, respectively, from 81% for the same periods in 1999. Direct costs were lower in the third quarter and first nine months of 2000, compared to a year ago, primarily as a result of decreased revenue generation. Gross margins were 22% and 21% for the three and nine-month periods ended September 30, 2000, respectively, compared to 22% for the same periods in 1999. General and administrative costs were 18% and 15% higher in the third quarter and first nine months of 2000, respectively, compared to a year ago, primarily reflecting increased costs associated with the infrastructure and business development of GoTrain.net's web-based training services, and the purchase of the Internet-based development and support business of SoBran, Inc. (see Note 1 to Consolidated Financial Statements). Net interest income in 2000 and 1999 represents earnings from the investment of cash balances in short-term, high-quality, money market accounts and corporate debt instruments. The higher net interest income in 2000, as compared to a year ago, primarily reflects larger average cash balances and higher interest rates. The Company had no borrowings under its line of credit during the first three months of 2000 and 1999. 8 During the third quarter and first nine months of 2000, the Company received written contracts and orders having an estimated value of approximately $4.1 million and $19.0 million, respectively. The activity primarily reflects the additional funding of the Company's contract at the DOE's Rocky Flats Environmental Technology Site and a $300,000 GoTrain.net contract involving the development of an online training academy and future CDLC usage. Contracted backlog for current, active projects totaled approximately $2.0 million as of September 30, 2000, down from $15.3 million at December 31, 1999. The decrease largely reflects the September 30, 2000 expiration of the Company's primary contract at the Rocky Flats Site. In July 2000, the prime contractor at the Rocky Flats Site requested that the Company, along with other Rocky Flats subcontractors, submit proposals to recompete the professional support services presently performed by these companies at the Site. In October 2000, the Company was informed that CMSS (see Note 1) will be awarded a new contract to run for an initial term of three (3) years followed by three one-year options. The value of the new contract is not yet known. The Company currently anticipates, however, that under the new contract, revenues generated by the Company at the Site may decrease and the resulting impact on profitability is unknown. The Company will continue operating under the approved six-month extension of the old contract until the Site issues the new contract and task orders. Liquidity and Capital Resources Cash and cash equivalents increased by $369,000 during the first nine months of 2000. The increase was due to cash provided by operations ($875,000) and cash received from the exercising of stock options ($33,000), partially offset by the net acquisition of fixed assets ($539,000) associated primarily with the SoBran asset acquisition (see Note 1). Receivables decreased by $1,463,000 from December 31, 1999, primarily due to a decrease in the rate of revenue generation in the first nine months of 2000 and improved collections during the third quarter. The allowance for sales adjustments decreased by $188,000 from December 31, 1999, related to the closure and settlement of old government contracts. Accounts payable decreased by $710,000 since the end of 1999, primarily associated with lower direct costs supporting decreased revenues. Accrued compensation and related expenses increased by $242,000 during the period, primarily reflecting the annual merit increases in employee salaries, fewer vacation days in the first nine months of the year, and the growth of GoTrain.net personnel. No cash dividend was declared in the first nine months of 2000. The impact of inflation on project revenue and costs of the Company was minimal. At September 30, 2000, 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 2001. 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. If, however, it elects to accelerate investment in GoTrain.net, the Company will be required to seek alternative sources of capital to meet such needs. There can be no guarantee that such sources will be available on terms favorable to the Company, or at all. 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 reliance on major customers and concentration of revenue from the government sector; the uncertainty of future profitability; uncertainty regarding industry trends and customer demand; uncertainty of access to additional capital; reliance on key personnel; government contract audits; uncertainty regarding competition; and unknown Year 2000 issues of third party vendors. Additional risks are detailed 9 in the Company's filings with the Securities and Exchange Commission ("SEC"), including its Form 10-K for the year ended December 31, 1999. Item 3. Quantitative and Qualitative Disclosures of Market Risk The Company has minimal exposure to market and interest risk as the Company invests its excess cash in short-term instruments which mature within 90 days from the date of purchase. The Company does not have any derivative instruments. 10 PART II -- OTHER INFORMATION 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 _____________________________ * 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: November 13, 2000 TENERA, INC. By /s/ JEFFREY R. HAZARIAN ---------------------------------------------------- Jeffrey R. Hazarian Executive Vice President and Chief Financial Officer 12 EX-27.0 2 0002.txt FINANCIAL DATA SCHEDULE
5 1,000 9-MOS Dec-31-2000 Jan-01-2000 Sep-30-2000 3,862 0 6,390 1,110 0 9,637 502 0 10,640 4,620 0 5,779 0 0 0 10,640 0 25,659 0 20,383 5,035 0 (137) 378 151 227 0 0 0 227 0.02 0.02
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