<PAGE>
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.
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TABLE OF CONTENTS
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PAGE
<S> <C>
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
</TABLE>
_________________
* None
i
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
TENERA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ -----------------------------
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
============ ============= ============= =============
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
1
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TENERA, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
June 30, December 31,
1999 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
============= ============
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
2
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TENERA, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Paid- Retained
In Earnings
Common Capital in (Accumulated Treasury
Stock Excess Deficit) Stock Total
of Par
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
============ ============ ============= ============ ============
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
3
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TENERA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Six Months Ended June 30,
------------------------------
1999 1998
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<S> <C> <C>
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
------------- ------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
4
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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
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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
<PAGE>
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)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Quarter Ended June 30, Six Months Ended June 30,
------------------------------- --------------------------------
1999 1998 1999 1998
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
============= ============== ============= ==============
</TABLE>
7
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
TENERA, INC.
Results of Operations
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Percent of Revenue Percent of Revenue
------------------------ -------------------------
Quarter Ended June 30, Six Months Ended June 30,
------------------------ -------------------------
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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%
========= ========= ========= =========
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
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
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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
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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
<PAGE>
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:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Votes Votes
For Withheld
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William A. Hasler ......................................................... 9,314,607 51,783
Robert C. McKay ........................................................... 9,306,107 60,283
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
The following proposals were approved at the Company's Annual Meeting:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Votes Votes Broker
For Against Abstained Non-Votes
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposal to ratify the selection of
the Company's independent auditors . 9,335,846 13,177 17,367 0
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
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
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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
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Jun-30-1999
<CASH> 3,354
<SECURITIES> 0
<RECEIVABLES> 8,510
<ALLOWANCES> 1,300
<INVENTORY> 0
<CURRENT-ASSETS> 10,707
<PP&E> 213
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,920
<CURRENT-LIABILITIES> 5,609
<BONDS> 0
<COMMON> 5,803
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 10,920
<SALES> 0
<TOTAL-REVENUES> 18,694
<CGS> 0
<TOTAL-COSTS> 14,500
<OTHER-EXPENSES> 3,003
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (53)
<INCOME-PRETAX> 1,244
<INCOME-TAX> 535
<INCOME-CONTINUING> 709
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 709
<EPS-BASIC> 0.07
<EPS-DILUTED> 0.07
</TABLE>
