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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, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 0-25995
NEXTERA ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4700410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Cranberry Hill, Lexington, Massachusetts 02421
(Address of principal executive office, including zip code)
(781) 778-4400
(Registrant's telephone number, including area code)
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 and 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 [ ]
As of July 31, 2000 there were 31,254,789 shares of $.001 par value
Class A Common Stock outstanding and 3,848,560 shares of $.001 par value Class B
Common Stock outstanding.
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NEXTERA ENTERPRISES, INC.
Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 2000
INDEX
PART I. FINANCIAL INFORMATION
Page No.
--------
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2000
and December 31, 1999 2
Consolidated Statements of Operations for the
Three Months Ended June 30, 2000 and 1999 3
Consolidated Statements of Operations for the
Six Months Ended June 30, 2000 and 1999 4
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 15
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 15
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
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PART I - - FINANCIAL INFORMATION
Item 1. Financial Statements
NEXTERA ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999 (1)
------------- ---------------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 7,980 $ 7,011
Accounts receivable, net of allowance for
doubtful accounts of $1,978 at June 30, 2000
and $953 at December 31, 1999 53,529 38,930
Costs and estimated earnings in excess of billings 2,865 7,092
Due from affiliates 53 156
Due from officers 98 93
Prepaid expenses and other current assets 7,831 2,460
--------- ---------
Total current assets 72,356 55,742
Property and equipment, net 11,715 10,587
Intangible assets, net of accumulated amortization of $9,417
at June 30, 2000 and $6,700 at December 31, 1999 162,279 155,800
Other assets 6,307 4,633
--------- ---------
Total assets $ 252,657 $ 226,762
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 18,365 $ 19,512
Notes payable to bank 2,609 248
Deferred revenue 1,020 1,505
Due to affiliates 744 752
Current portion of long-term debt and capital lease
obligations 651 690
--------- ---------
Total current liabilities 23,389 22,707
Long-term debt and capital lease obligations 3,132 4,021
Senior credit facilitiy 46,799 22,946
Debentures due to affiliates 29,831 29,831
Other long-term liabilities 1,558 1,200
Stockholders' equity:
Preferred Stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding -- --
Exchangeable shares, no par value, 2,500,000 shares
authorized, 0 and 197,813 shares issued and
outstanding at June 30, 2000 and December 31, 1999 -- 495
Class A Common Stock, $0.001 par value, 75,000,000 shares
authorized, 31,373,941 and 30,633,049 shares issued
at June 30, 2000 and December 31, 1999 31 31
Class B Common Stock, $0.001 par value, 4,300,000 shares
authorized, 3,848,560 and 4,274,630 shares issued and
outstanding at June 30, 2000 and December 31, 1999 4 4
Additional paid-in capital 163,419 162,299
Treasury Stock, at cost, 122,000 shares Class A Common
Stock at June 30, 2000 (821) --
Retained earnings (deficit) (14,765) (17,105)
Accumulated other comprehensive income 80 333
--------- ---------
Total stockholders' equity 147,948 146,057
--------- ---------
Total liabilities and stockholders' equity $ 252,657 $ 226,762
========= =========
</TABLE>
(1) Derived from audited financial statements as of December 31, 1999.
See Notes to Consolidated Financial Statements
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NEXTERA ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts; unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Net revenues $44,040 $36,519
Cost of revenues 24,992 20,470
------- -------
Gross profit 19,048 16,049
Selling, general and administrative expenses 14,240 10,594
Amortization expense 1,365 1,156
Special charges 1,870 1,705
------- -------
Income from operations 1,573 2,594
Interest and other expense, net (1,828) (2,591)
------- -------
Income (loss) before provision for income taxes (255) 3
Provision (Benefit) for income taxes (110) 2
------- -------
Net income (loss) $ (145) 1
======= =======
Net income (loss) per common share, basic $ 0.00 $ 0.00
======= =======
Net income (loss) per common share, diluted $ 0.00 $ 0.00
======= =======
Weighted average common shares outstanding, basic 35,118 28,240
======= =======
Weighted average common shares outstanding, diluted 35,118 28,802
======= =======
</TABLE>
See Notes to Consolidated Financial Statements
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NEXTERA ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts; unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Net revenues $91,002 $72,664
Cost of revenues 51,208 40,982
------ -------
Gross profit 39,794 31,682
Selling, general and administrative expenses 27,628 20,748
Amortization expense 2,717 2,190
Special charges 1,870 6,089
------- -------
Income from operations 7,579 2,655
Interest and other expense, net (3,528) (6,374)
------- -------
Income (loss) before provision for income taxes 4,051 (3,719)
Provision for income taxes 1,711 2
------- -------
Net income (loss) $ 2,340 ($3,721)
======= =======
Net income (loss) per common share, basic $ 0.07 ($ 0.15)
======= =======
Net income (loss) per common share, diluted $ 0.07 ($ 0.15)
======= =======
Weighted average common shares outstanding, basic 35,137 24,925
======= =======
Weighted average common shares outstanding, diluted 35,913 24,925
======= =======
</TABLE>
See Notes to Consolidated Financial Statements
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NEXTERA ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 2,340 $ (3,721)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,796 3,594
Non-cash compensation charges -- 6,031
Change in operating assets and liabilities, net of
effect of acquired businesses:
Accounts receivable (15,867) (3,059)
Due from affiliate 103 381
Due to affiliate (8) (696)
Prepaid expenses and other current assets (3,452) 3,306
Accounts payable and accrued expenses (1,946) 859
Costs and estimated earnings in excess of billings 4,227 (1,563)
Deferred revenue (485) 391
Other 379 (606)
-------- --------
Net cash provided by (used in) operating activities (9,913) 4,917
-------- --------
Cash flows from investing activities:
Purchase of property and equipment (3,189) (2,331)
Acquisition of businesses, net of cash acquired (8,264) (11,465)
Other investments (415) --
-------- --------
Net cash used in investing activities (11,868) (13,796)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of Class A and Class B Common Stock 624 103,654
Due from officers -- 387
Borrowings (repayments) under notes payable to bank 23,814 11,749
Borrowings under bridge loan payable -- 2,000
Repayments of bridge loan payable -- (79,564)
Repayment of debentures due to affiliates -- (25,607)
Repurchases of Class A Common Stock (821) --
Repayments of long-term debt and capital lease obligations (631) (811)
-------- --------
Net cash provided by financing activities 22,986 11,808
-------- --------
Effects of exchange rates on cash and cash equivalents (236) --
-------- --------
Net increase (decrease) in cash and cash equivalents 969 2,929
Cash and cash equivalents at beginning of period 7,011 1,496
-------- --------
Cash and cash equivalents at end of period $7,980 $ 4,425
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 2,845 $ 6,569
======== ========
Cash paid during the period for income taxes $ 4,509 $ --
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
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NEXTERA ENTERPRISES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. BASIS OF PRESENTATION
The accompanying financial statements of Nextera Enterprises, Inc.
("Nextera" or the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three- and six-month periods ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2000.
The consolidated balance sheet as of December 31, 1999 has been derived
from the consolidated financial statements at that date but does not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
These financial statements should be read in conjunction with the
financial statements and notes thereto, together with management's discussion
and analysis of financial condition and results of operations, contained in the
Company's Annual Report on Form 10-K filed by the Company with the Securities
and Exchange Commission on March 30, 2000.
ACQUISITIONS
The Company has used the purchase method of accounting for all
acquisitions. Operating results of acquired companies have been included in the
Company's results of operations only from the date of each respective
acquisition. Allocation of purchase price for these acquisitions was based upon
estimates of the fair value of the net assets acquired and, in certain
instances, is subject to adjustments based upon finalization of the purchase
price allocation. The Company does not expect that the aggregate purchase price
allocation adjustments will be material.
2000
Effective January 1, 2000, the Company acquired substantially all of
the assets and certain liabilities of Cambridge Economics, Inc. ("Cambridge
Economics"), a Massachusetts-based consulting firm that provides strategic,
economic and business transformation and other services to a diverse group of
domestic and international clients. Cambridge Economics was acquired for $8.4
million of cash and a $2.1 million promissory note.
1999
Effective September 30, 1999, the Company, through Sibson AP, LLC, a
newly formed acquisition subsidiary of the Company, acquired substantially all
of the assets of SCCAP Pty Limited ("SCCAP"). SCCAP, an Australian human
resources consulting firm, was acquired for $1.7 million in cash.
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Effective June 1, 1999, the Company acquired substantially all of the
assets and certain liabilities of The Economics Resource Group, Inc. ("ERG"), a
Massachusetts-based consulting firm that provides economic and strategic
services primarily to energy and other regulated industries. ERG was acquired
for $9.6 million of cash and a $2.4 million promissory note.
Effective May 18, 1999, the Company acquired NeoEnterprises, Inc.
("NeoEnterprises"), a Connecticut-based electronic commerce, or "e-commerce,"
consulting and development company. NeoEnterprises was acquired for 170,000
shares of Class A Common Stock and was merged into Neonext LLC ("Neonext"), a
newly-formed acquisition subsidiary of the Company, as a part of the
acquisition.
Effective January 29, 1999, the Company acquired The Alexander
Corporation Limited ("Alexander"), a United Kingdom-based human resources
consulting firm. Alexander was acquired for (pound)360,000 (approximately
$590,000 as of January 29, 1999) and 150,000 shares of Class A Common Stock.
Note 2. EARNINGS (LOSS) PER SHARE
Basic net income (loss) per share ("Basic EPS") is computed by dividing
net income by the weighted average number of common shares outstanding. Diluted
net income (loss) per common share ("Diluted EPS") is computed by dividing net
income by the weighted average number of common shares and dilutive common share
equivalents then outstanding.
Basic and diluted earnings (loss) per share were calculated as follows:
(In thousands, except per share amounts; unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- ----------------------------
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income (loss) $ (145) $ 1 $ 2,340 $ (3,721)
======= ======= ======= ========
Weighted average common shares
outstanding - basic 35,118 28,240 35,137 24,925
Dilutive effect of options and warrants -- 562 776 --
------- ------- ------- --------
Weighted average common shares
outstanding - diluted 35,118 28,802 35,913 24,925
======= ======= ======= ========
Basic net income (loss) per common share $ 0.00 $ 0.00 $ 0.07 $ (0.15)
======= ======= ======= ========
Diluted net income (loss) per common share $ 0.00 $ 0.00 $ 0.07 $ (0.15)
======= ======= ======= ========
</TABLE>
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Note 3. COMPREHENSIVE INCOME (LOSS)
Comprehensive income combines net income (loss) and "other comprehensive
items," which represents certain amounts that are reported as components of
stockholders' equity in the accompanying balance sheet, including foreign
currency translation adjustments and unrealized net of tax gains and losses on
available-for-sale investments. During the second quarter of 2000 and 1999, the
Company's comprehensive loss totaled $0.3 million and $0.0 million,
respectively. For the first six months of 2000 and 1999, the Company's
comprehensive income (loss) totaled $2.1 million and a loss of $3.7 million,
respectively.
Note 4. RECENT ACCOUNTING PRONOUNCEMENT
In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" ("SAB No. 101"). SAB No. 101, as
amended, summarizes certain of the SEC staff's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
The Company will be required to adopt the accounting provisions of SAB No. 101,
no later than the fourth quarter of 2000. The Company does not believe that the
implementation of SAB No. 101 will have a significant effect on its results of
operations.
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NEXTERA ENTERPRISES, INC.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The disclosure and analysis in this quarterly report contain
"forward-looking statements." Forward-looking statements give our current
expectations or forecasts of future events. These statements can be identified
by the fact that they do not relate strictly to historic or current facts. They
use words such as "anticipate," "estimate," "foresee," "should," "expect,"
"project," "intend," "plan," "believe," and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. In particular, these forward-looking statements include statements
relating to future actions or the outcome of financial results. From time to
time, we also may provide oral or written forward-looking statements in other
materials released to the public. Any or all of the forward-looking statements
in this report and in any other public statements may turn out to be incorrect.
They can be affected by inaccurate assumptions or by known or unknown risks and
uncertainties. Consequently, no forward-looking statement can be guaranteed.
Actual results may vary materially.
Forward-looking statements are based on many factors that may be
outside our control, causing actual results to differ materially from those
suggested. These factors include, but are not limited to, those disclosed in the
Company's filings with the Securities and Exchange Commission, which include
risks associated with: our limited combined operating history; our history of
losses and the possibility that we may not be able to sustain or increase recent
profitability; uncertainties concerning the growth rate for commerce on the
Internet; our ability to attract and retain skilled consultants; our ability to
successfully integrate recent acquisitions; and voting control held by a single
large stockholder whose interests may be different than those of other
stockholders. New factors emerge from time to time, and it is not possible for
us to predict all these factors nor can we assess the impact of these factors on
our business or the extent to which any factor or combination of factors may
cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, you should not
place undue reliance on forward-looking statements as a prediction of actual
results.
OVERVIEW
Nextera Enterprises, Inc. is a provider of consulting services and
integrated Internet solutions. Our end-to-end professional service offerings
encompass business and digital strategy, customer relationship management,
economic analysis, organizational and process design and Internet technology
consulting to both innovative Fortune 500 as well as emerging companies. The
breadth of our practice portfolio allows us to assist clients in achieving
enhanced business performance, building new businesses, entering new markets and
redefining the way in which their existing work is conducted. We do this by
utilizing proprietary econometric modeling tools and capitalizing on our
knowledge of vertical markets.
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Our practice portfolio includes:
- Strategy and Research Services. This practice provides economic analyses of
business conditions, pricing models, relevant business frameworks, business
practices and litigation support. Through this practice we assist senior
management in proactively developing electronic business strategies and
implementing business plans.
- Human Capital Services. This practice assists clients in implementing
organizational and strategic changes through all levels of an organization.
In addition, this practice also helps organizations solve complex
operational issues through major business transformation programs,
redesigned business processes and best practices adaptation.
- Interactive Technology Consulting Services. This practice applies emerging
web-based technologies ranging from business and technical architecture, to
creative consulting to applications development, implementation and
hosting. Our breadth of expertise enables us to deliver services from
across each of our service offerings on a stand alone or combined basis and
offers our clients creative Internet solutions.
During the second quarter of 2000, we began the development of certain
new service offerings. These offering seek to leverage and expand our core
competencies and include:
- Capital Services. A service offering which focuses on private equity
investors. This practice has initiated four assignments exceeding $1
million each from portfolio company investments of Nextera's private
equity clients.
- Accelerated Transformation. A service offering which combines Nextera's
core competencies in strategy, marketing, people and technology consulting
to build integrated, end-to-end solutions for large-scale business
transformation.
- E-pay. An e-business compensation program for configuring e-business
organizations, designing capital structure and equity incentives, and
deploying rewards and performance management systems.
- Turnover Reduction. A service uncovering the true costs of turnover and
the return on turnover investments.
- Nexcel. A web-based organizational assessment tool that quickly collects
and analyzes employee data about the behaviors that drives an
organization's ability to compete in the New Economy.
In addition to the practice areas and service offerings noted above, we
make minority investments in independently managed companies that we believe are
well positioned to take advantage of opportunities created by the Internet. We
have co-invested in these companies with other well-known early-stage investors.
We believe that our relationships with Knowledge Universe, Inc. and its
affiliates, coupled with the broad based expertise resident in our consulting
practices, allow us access to early-stage investment opportunities and the
ability to focus our investment capital in the most promising of those entities.
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We provide our services across a broad spectrum of industries, including
communications, consumer products, diversified services, energy, entertainment,
financial services, government, health care, insurance, manufacturing, media,
retail and technology. Our clients principally consist of Fortune 500 and other
multinational companies.
COMPARISON OF THREE MONTHS ENDED JUNE 30, 2000 AND THREE MONTHS ENDED
JUNE 30, 1999
Net Revenues. Net revenues increased 21% to $44.0 million for the three
months ended June 30, 2000 from $36.5 million for the three months ended June
30, 1999. This increase was primarily attributable to an increase in interactive
technology services revenues and to the inclusion of revenues generated by ERG,
which was acquired effective June 1, 1999, SCCAP, which was acquired September
30, 1999 and Cambridge Economics, which was acquired January 1, 2000, offset in
part by a decrease in revenues from our Human Capital Services. The decrease in
revenues from Human Capital Services primarily resulted from the investment of
internal resources during the quarter in the development of certain new service
offerings. The Company expects that continued investment in the development of
these service offerings may continue to adversely effect revenue generation for
the quarter ended September 30, 2000.
Gross Profit. Gross profit increased 19% to $19.0 million for the three
months ended June 30, 2000 from $16.0 million for the three months ended June
30, 1999. Gross margin as a percentage of sales decreased to 43.3% for the three
months ended June 30, 2000 from 43.9% for the three months ended June 30, 1999.
The decrease in gross margin was due primarily to higher levels of
subcontractors utilized during 2000 than in 1999. Utilization of such
subcontracted services, in most instances, results in a lower gross margin than
work performed by internal resources.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 34.4% to $14.2 million for the three months
ended June 30, 2000 from $10.6 million for the three months ended June 30, 1999.
As a percentage of revenues, such expenses increased to 32.3% for the three
months ended June 30, 2000 from 29.0% for the three months ended June 30, 1999.
The increase in spending principally reflects higher spending in sales and
marketing activities as the Company seeks to support certain new service
offerings, as well as the incremental costs associated with acquired entities.
Interest and Other Expense, Net. Interest and other expense, net
decreased to $1.8 million for the three months ended June 30, 2000 from $2.6
million for the three months ended June 30, 1999. This decrease was due
primarily to the repayment of a portion of the Company's outstanding
indebtedness with the proceeds from the Company's initial public offering of
Class A Common Stock, which was completed in May 1999.
Special Charges. In June 2000, the Company recorded a charge of $1.9
million as a result of severance costs incurred in connection with management
changes at the Company's Interactive Technologies Services Group.
The Company recorded a non-cash compensation expense of $1.7 million in
the three months ended June 30, 1999, which represented the difference between
the fair value of fully-vested options granted to certain non-
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stockholder employees of Lexecon on the date of grant of $10.00 per share,
and the $1.50 exercise price of the options.
Income tax expense. The Company recorded an income tax benefit of $0.1
million, or 43.1% of pretax loss for the three months ended June 30, 2000. The
provision varies from the statutory rate primarily due to state income taxes and
the unfavorable impact of nondeductible goodwill amortization.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2000 AND SIX MONTHS ENDED
JUNE 30, 1999
Net Revenues. Net revenues increased 25% to $91.0 million for the six
months ended June 30, 2000 from $72.7 million for the six months ended June 30,
1999. This increase was primarily attributable to an increase in interactive
technology services revenues and to the inclusion of revenues generated by ERG,
which was acquired effective June 1, 1999, SCCAP, which was acquired September
30, 1999 and Cambridge Economics, which was acquired January 1, 2000.
Gross Profit. Gross profit increased 26% to $39.8 million for the six
months ended June 30, 2000 from $31.7 million for the six months ended June 30,
1999. Gross margin as a percentage of sales increased slightly to 43.7% for the
six months ended June 30, 2000 from 43.6% for the six months ended June 30,
1999.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 33.2% to $27.6 million for the six months
ended June 30, 2000 from $20.7 million for the six months ended June 30, 1999.
As a percentage of revenues, such expenses increased to 30.4% for the six months
ended June 30, 2000 from 28.6% for the six months ended June 30, 1999. The
increase in spending principally reflects higher spending in sales and marketing
activities as the Company seeks to support certain new service offerings, as
well as the incremental costs associated with acquired entities.
Interest and Other Expense, Net. Interest and other expense, net
decreased to $3.5 million for the six months ended June 30, 2000 from $6.4
million for the six months ended June 30, 1999. This decrease was due primarily
to the repayment of a portion of the Company's outstanding indebtedness with the
proceeds from the Company's initial public offering of Class A Common Stock,
which was completed in May 1999.
Special Charges. In June 2000, the Company recorded a charge of $1.9
million as a result of severance costs incurred in connection with management
changes at the Company's Interactive Technologies Services Group.
The Company recorded a non-cash compensation expense of $1.7 million in
May 1999, which represented the difference between the fair value of
fully-vested options granted to certain non-stockholder employees of Lexecon on
the date of grant of $10.00 per share, and the $1.50 exercise price of the
options.
In March 1999, the Company granted to certain non-employee consultants
of Lexecon fully-vested options to purchase 445,245 shares of Class A Common
Stock at an exercise price of $14.00 per share. The Company recorded a non-cash
compensation charge of $4.4 million related to the grant of these options in the
three months ended March 31, 1999.
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Income tax expense. Income tax expense of $1.7 million, or 42.2% of
pretax income, was recorded for the six months ended June 30, 2000. The
provision varies from the statutory rate primarily due state income taxes and
the unfavorable impact of nondeductible goodwill amortization. No tax benefit
was recorded during the six months ended June 30, 1999 due to the Company's
inception to date lack of cumulative profitability.
LIQUIDITY AND CAPITAL RESOURCES
Consolidated working capital was $49.0 million on June 30, 2000,
compared with $33.0 million on December 31, 1999. Included in working capital
were cash and cash equivalents of $8.0 million and $7.0 million on June 30, 2000
and December 31, 1999, respectively.
Net cash used in operating activities was $9.9 million for the six
months ended June 30, 2000. The primary components of net cash used in operating
activities were an increase in accounts receivables of $15.9 million, offset in
part by net income of $2.3 million and depreciation and amortization expense of
$4.8 million.
Net cash used in investing activities was $11.9 million for the six
months ended June 30, 2000. The primary components of cash used in investing
activities were the acquisition of Cambridge Economics in January 2000, totaling
$8.3 million, net of cash acquired, expenditures of $3.2 million for furniture,
equipment and leasehold improvements and other investments of $0.4 million.
Net cash provided by financing activities was $23.0 million for the six
months ended June 30, 2000. The primary components of cash generated from
financing activities were borrowings under notes payable to banks totaling $23.8
million, of which $8.4 million was incurred in connection with acquisitions
completed during the three months ended March 31, 2000.
Effective December 30, 1999, the Company entered into a Senior Credit
Facility which matures on March 29, 2002 and, as currently allocated, provides
for a $25 million revolving credit arrangement, intended for general corporate
purposes, and a $30 million revolving acquisition facility. The Senior Credit
Facility contains covenants, with which the Company was in compliance as of June
30, 2000, related to the maintenance of financial ratios, operating restrictions
and restrictions on the payment of dividends and disposition of assets. As of
June 30, 2000, total borrowings outstanding under the Senior Credit Facility
were $46.8 million. The Company believes that the available capacity under the
credit facility will be sufficient to meet its operating and capital
requirements for the next twelve months. However, there can be no assurances
that the Company's actual cash needs will not exceed anticipated levels, that
the Company will generate sufficient operating cash flows to fund its operations
in the absence of other sources or that acquisition opportunities will not arise
that require resources in excess of those currently available.
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<PAGE> 15
IMPACT OF YEAR 2000
Although the date is now past January 1, 2000 and the Company has not
experienced immediate adverse impact from the transition to the Year 2000, we do
not know whether we, our customers or our vendors have been affected in a manner
that is not yet apparent. We will continue to monitor our Year 2000 compliance
and the Year 2000 compliance of our customers and vendors. Due to the general
uncertainty inherent in the Year 2000 problem, especially the uncertainty
regarding the Year 2000 compliance of our customers and vendors, we are unable
to determine at this time whether the Year 2000 problem will have a material
adverse effect on our business, results of operations and financial condition.
To date we have spent immaterial amounts to comply with requirements
regarding the Year 2000. We believe that we will spend minimal additional
amounts for Year 2000 issues in the foreseeable future. These assessments have
not been independently verified. If we discover Year 2000 errors or defects in
our internal systems, we may have to spend substantial amounts in making
repairs.
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<PAGE> 16
Item 3. Quantitative and Qualitative Disclosures About Market Risks
Interest Rate Risk
We are exposed to changes in interest rates primarily from our senior
credit facility. We do not currently use interest rate derivative instruments to
manage exposure to interest rate changes. A hypothetical 100 basis point adverse
move in interest rates along the interest rate yield curve would not have a
material adverse effect on interest sensitive financial instruments at June 30,
2000.
Foreign Currency Risk
Currently, the majority of our sales and expenses are denominated in
U.S. dollars and as a result we have not experienced significant foreign
exchange gains and losses to date. While we are conducting some transactions in
foreign currencies during 2000, we do not anticipate that foreign exchange gains
or losses will be significant. We have not engaged in foreign currency hedging
activities to date.
PART II. Other Information
Item 2. Changes in Securities and Use of Proceeds
(a) Our stockholders approved an amendment and restatement of our
Amended and Restated Certificate of Incorporation at our Annual Meeting on June
15, 2000. The amendment and restatement that was approved by the stockholders
increased the authorized number of shares of Class A Common Stock from
50,000,000 to 75,000,000 shares. The total number of authorized shares of Class
B Common Stock and Preferred Stock remained unchanged. The Second Amended and
Restated Certificate of Incorporation of Nextera Enterprises, Inc. was filed in
the Office of the Secretary of State of the State of Delaware on June 20, 2000.
The principal purposes of this amendment and restatement, among others,
were to enable additional shares of our Class A Common Stock to be issued under
our stock option plans, to authorize additional shares of Class A Common Stock
that will be available if the Board of Directors determines to raise additional
capital through the sale of securities, to acquire another company or its
business or its assets or to establish a strategic relationship with a corporate
partner. The amendment and restatement that was approved by the stockholders
will allow an additional 25,000,000 shares of Class A Common Stock to be
available for issuance by our Board of Directors without any further stockholder
approval, although in specific instances, stockholder approval may be required
in accordance with the requirements of the Nasdaq National Market.
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<PAGE> 17
(c) Effective May 9, 2000, we issued 197,813 shares of our Class A
Common Stock to certain Canadian stockholders of our subsidiary, Sibson Canada
Co. These shares of Class A Common Stock were issued in exchange for 197,813
shares of the capital stock of Sibson Canada Co. held by these stockholders.
This transaction was undertaken in reliance upon the exemption from the
registration requirements of the Securities Act afforded by Regulation S of the
Securities Act. The foregoing transaction did not involve a distribution or
public offering. We did not engage any underwriters in connection with the
foregoing transaction and did not pay any underwriting discounts or commissions.
Item 4. Submission of Matters to a Vote of Security Holders
On June 15, 2000, an annual meeting of the stockholders of Nextera was
held in Santa Monica, California. At the meeting, all of directors were
re-elected, which directors constituted all of the directors of the Company at
the time of the annual meeting. The matters voted upon and the votes cast at the
annual meeting were as follows:
<TABLE>
<CAPTION>
Election of Directors Votes For Votes Withheld
--------------------- --------- --------------
<S> <C> <C>
Steven B. Fink 56,604,173 83,110
Marc R. Benioff 56,594,923 92,360
Roger Brossy 56,605,326 81,957
James K. Burns 56,595,451 91,832
Gregory J. Clark 56,594,276 93,007
Ralph Finerman 56,603,029 84,254
Keith D. Grinstein 56,603,826 83,457
Stanley E. Maron 56,590,873 96,410
Michael D. Rose 56,603,751 83,532
Richard V. Sandler 56,593,226 94,057
</TABLE>
<TABLE>
<CAPTION>
Votes Against Broker
Other Matters Voted Upon For and Abstentions Non-Votes
------------------------ --- --------------- ---------
<S> <C> <C> <C> <C>
1. Approval of an amendment and restatement of the
Amended and Restated Certificate of Incorporation
increasing the number of authorized shares of
Class A Common Stock from 50,000,000 to 75,000,000.
56,375,838 329,445 0
2. Approval of an amendment and restatement of the
1998 Equity Participation Plan of Nextera Enterprises,
Inc. to increase the total number of shares authorized
for issuance thereunder from 7,000,000 to 12,000,000
and to increase the maximum annual award limit from
100,000 to 850,000 shares.
55,396,233 1,291,050 0
</TABLE>
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<PAGE> 18
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
3. Approval of an amendment and restatement of the
Nextera/Lexecon Limited Purpose Stock Option Plan of
Nextera Enterprises, Inc. to increase the maximum
annual award limit from 375,000 to 500,000 shares.
55,282,276 1,405,007 0
4. Ratification of the selection of Ernst & Young LLP as
the independent auditors for the fiscal year ending
December 31, 2000. 56,650,333 36,860 0
</TABLE>
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Nextera during the
three months ended June 30, 2000.
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<PAGE> 19
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.
NEXTERA ENTERPRISES, INC.
(Registrant)
Date: August 14, 2000 By: /s/ Steven B. Fink
---------------------------------------
Steven B. Fink
Chief Executive Officer and Chairman
of the Board of Directors
(Principal Executive Officer)
NEXTERA ENTERPRISES, INC.
(Registrant)
Date: August 14, 2000 By: /s/ Michael P. Muldowney
---------------------------------------
Michael P. Muldowney
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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