<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 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.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
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 ....................................... *
Item 5. Other Information ......................................................................... *
Item 6. Exhibits and Reports on Form 8-K .......................................................... 11
</TABLE>
_________________________
* None.
<PAGE>
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 September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
============ ============= ============ =============
------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
1
<PAGE>
TENERA, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
September 30, December 31,
2000 1999
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
============= ============
----------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
2
<PAGE>
TENERA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands, except share amounts)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Paid-In
Capital in
Common Excess Retained Treasury
Stock of Par Earnings Stock Total
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
----------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
3
<PAGE>
TENERA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30,
-------------------------------
2000 1999
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
============= ============
----------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes.
4
<PAGE>
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
<PAGE>
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
<PAGE>
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)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
------------------------------- --------------------------------
2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
============= ============== ============= ==============
-------------------------------------------------------------------------------------------------------------------
</TABLE>
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
<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
------------------------ -----------------------
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30,
------------------------ -----------------------
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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%
========= ========= ========= =========
------------------------------------------------------------------------------------------------------------------
</TABLE>
* 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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
