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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 September 30, 2003
[ ] 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.)
1 Maritime Plaza, Suite 750, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 273-2705
----------------------------
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 .
--------- ----------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes No X .
-------- -----------
The number of shares outstanding on September 30, 2003, was 9,984,259.
TABLE OF CONTENTS
PAGE
PART I -- FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited) ............................................. 1
Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition ..... 9
Item 3. Quantitative and Qualitative Disclosures of Market Risk.................................... 14
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 .......................................................... 15
_______________________________
* None.
i
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
TENERA, INC.
Condensed Consolidated Statement of Net Liabilities in Excess of
Assets in Liquidation (Liquidation Basis)
(Unaudited)
--------------------------------------------------------------------------------------------------------
In thousands, except share data September 30,
2003
--------------------------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents ............................................. $ 517
Restricted cash ....................................................... 275
Trade receivables, less allowance of $539
Billed .............................................................. 51
Other current assets ................................................. 41
Prepaid Expenses...................................................... 388
----------------
Total Assets ................................................... $ 1,272
LIABILITIES
Accounts payable ...................................................... 234
Accrued expenses and other liabilities ................................ 1,296
Accrued compensation and related expenses ............................. 224
----------------
Total Liabilities .............................................. 1,754
----------------
Net LIABILITIES IN EXCESS OF ASSETS in liquidation ...................... $ (482) i
================
i: The Company presently anticipates that the total contracted
amount of liabilities will exceed the net assets available in liquidation
and accordingly any per share information is not meaningful and has not
been presented.
===========================================================================================================
See accompanying notes.
1
TENERA, INC.
Condensed Consolidated Statement OF changes IN net Liabilities in Excess of
Assets in Liquidation (Liquidation Basis)
(Unaudited)
-----------------------------------------------------------------------------------------------------
(In thousands) Three Months Ended
September 30, 2003
-----------------------------------------------------------------------------------------------------
Net Assets on a Going Concern Basis as of June 30, 2003 ................... $ 2,025
Adjustments to Reflect Liquidation Basis Accounting
Write-down to net realizable value of property and equipment .......... 4
Write-down to net realizable value of other current assets .......... 4
Write-down to net realizable value of other assets................... 37
Accrual of remaining executory lease obligations ..................... 1,003
Estimated expenses to be incurred through liquidation................ 495
--------------
Net Adjustments to Reflect Liquidation Basis Accounting.................... 1,543
--------------
Net Liabilities in Excess of Assets in Liquidation as of June 30, 2003..... $ (482)
==============
2
TENERA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (GOING CONCERN BASIS)
(Unaudited)
(In thousands, except per share amounts)
- ------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ -----------------------------
2003 2002 2003 2002
- ------------------------------------------------------------------------------------------------------------------
General and Administrative Expenses ...... $ 374 $ 252 $ 525 $ 377
------------ ------------- ------------ -------------
Loss from Continuing Operations .......... (374) (252) (525) (377)
Discontinued Operations:
Loss from Discontinued Operations ..... (436) (1,221) (1,402) (2,221)
Gain on Sale of GoTrain Assets ......... 4,879 -- 4,879 --
Income Tax Expense (Benefit) .......... 1 (174) 7 (159)
------------ ------------- ------------ -------------
Earnings (Loss) from Discontinued
Operations ............................... 4,442 (1,047) 3,470 (2,062)
------------ ------------- ------------ -------------
Net Earnings (Loss)..................... $ 4,068 $ (1,299) $ 2,945 $ (2,439)
============ ============= ============ =============
Net Earnings (Loss) per Share - Basic and
Diluted:
Net Loss from Continuing Operations ... $ (0.04) $ (0.03) $ (0.05) $ (0.04)
Net Earnings (Loss) from Discontinued
Operations .............................. $ 0.45 $ (0.10) $ 0.35 $ (0.20)
------------ ------------- ------------ -------------
Net Earnings (Loss).................... $ 0.41 $ (0.13) $ 0.30 $ (0.24)
============ ============= ============ =============
Weighted Average
Number of Shares Outstanding-- Basic and
Diluted................................... 9,984 9,984 9,984 9,984
============ ============= ============ =============
- ------------------------------------------------------------------------------------------------------------------
See accompanying notes.
3
TENERA, INC.
CONSOLIDATED BALANCE SHEETS (GOING CONCERN BASIS)
(Unaudited)
(In thousands, except share amounts)
- --------------------------------------------------------------------------------------------------
December 31,
2002
- --------------------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash and cash equivalents ............................................... $ 1,277
Restricted cash ......................................................... --
Trade receivables, less allowance of $539 at June 30, 2003 and Dec 31,
2002
Billed ................................................................ 620
Unbilled .............................................................. 635
Other current assets .................................................... 185
------------
Total Current Assets ................................................ 2,717
Property and Equipment, Net ............................................... 243
Other Assets .............................................................. 576
------------
Total Assets ..................................................... $ 3,536
============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable ........................................................ $ 1,068
Accrued compensation and related expenses ............................... 1,397
Deferred revenue ........................................................ 391
Subordinated debt and accrued interest .................................. 1,605
------------
Total Current Liabilities ........................................... 4,461
Stockholders' Equity (Deficit)
Common Stock, $0.01 par value, 25,000,000 authorized, 10,417,345 issued,
and 9,984,259 outstanding at June 30, 2003 and Dec 31, 2002............... 104
Paid in capital, in excess of par ....................................... 5,693
Accumulated deficit...................................................... (6,229)
Treasury stock-- 433,086 shares at June 30, 2003 and Dec 31, 2002 ....... (493)
------------
Total Stockholders' Equity (Deficit) .............................. (925)
------------
Total Liabilities and Stockholders' Equity (Deficit) ............. $ 3,536
============
- --------------------------------------------------------------------------------------------------
See accompanying notes.
4
TENERA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (GOING CONCERN BASIS)
(Unaudited)
(In thousands)
- ------------------------------------------------------------------------------------------------
Six Months
Ended June 30,
30,
--------------
2003
- ------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss) ..................................................... $ 2,945
Adjustments to reconcile net earnings (losses) to cash used by operating
activities:
Depreciation and amortization.......................................... 238
Net (gain) loss on sale of assets ..................................... (4,881)
Stock compensation to consultant ...................................... 7
Changes in assets and liabilities:
Trade receivables, net of allowance ................................. 852
Income tax receivable ............................................... --
Other current assets ................................................ 10
Other assets ........................................................ 27
Accounts payable .................................................... (707)
Accrued compensation and related expenses ........................... (604)
Deferred revenue .................................................... 62
Accrued interest expense ............................................ (105)
------------
Net Cash Used By Operating Activities ............................. (2,156)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment ................................... --
Proceeds from sale of assets ............................................ 4,502
------------
Net Cash Provided (Used) in Investing Activities .................. 4,502
CASH FLOWS FROM FINANCING ACTIVITIES
Sale (repayment) of subordinated debt ................................... (1,500)
Return of investor capital in subsidiary ................................ (2)
------------
------------
Net Cash (Used) Provided by Financing Activities ................. (1,502)
------------
NET INCREASE IN CASH AND CASH EQUIVALENTS ................................. 844
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .......................... 1,277
------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................ $ 2,121
============
NON-CASH FINANCING AND INVESTING ACTIVITIES
Sale of assets in exchange for note receivable........................... $ 41
============
- ------------------------------------------------------------------------------------------------
See accompanying notes.
5
TENERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)
Note 1. Cessation of Operations and Orderly Wind Down
On July 15, 2003, the Board of Directors unanimously deemed advisable the
liquidation and dissolution of TENERA and unanimously adopted the plan of
dissolution which was approved and ratified by the shareholders in a Special
Meeting held on November 14, 2003. In reaching this decision, the Board
considered that the Company has been unable to return to profitable quarterly
results since the quarter ended September 30, 2000. The Company recorded net
losses of $4.8 million and $2.0 million in 2002 and 2001, respectively. The
Company's businesses have been adversely affected by the general economic
downturn in the United States over the past couple of years. The economic
slowdown, combined with the "melt-down" of the fortunes of the power-generating
and power-trading industry, has resulted in less demand for new and existing
power plant capacity, which had a direct effect on the Company's environmental
consulting business.
The Board of Directors has not established a firm timetable for winding up
the affairs of the Company. The Company faces several uncertainties that could
affect the ultimate outcome of the dissolution including, but not limited to:
the negative impact on cash flow due to inability to collect or realize
remaining accounts receivables in a timely fashion or at all; favorable
settlement of outstanding obligations; and minimizing further costs attendant
with the Company's liquidation process. Given these unknowns, at the present
time, any distribution to the shareholders is uncertain.
The Company has ceased its operating activities and has commenced the
orderly wind down of its affairs; including the release of its employees,
selling assets and settling obligations including leases for office space. The
Company has retained the services of one employee to conduct these activities.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation. As described in Note 1 above, on July 15, 2003 the
Company's Board of Directors approved the cessation of the Company's operations
and the liquidation of the Company, subject to required stockholder approval. On
November 14, 2003, the Company's Shareholders ratified and approved the plan of
dissolution proposed by the Board of Directors. The Company has ceased its
operating activities and has commenced the orderly wind down of its affairs. As
a result, the Company has adopted the liquidation basis of accounting for the
presentation of its consolidated financial statements for periods subsequent to
June 30, 2003. This basis of accounting is appropriate when, among other things,
liquidation of a company appears imminent and the net realizable values of its
assets are reasonably determinable. Under the liquidation basis of accounting,
the Company has stated its assets at their net realizable values, contractual
liabilities at contractual amounts, and estimated costs through the liquidation
date are recorded to the extent they are reasonably determinable. The
liquidation basis of accounting requires many estimates and assumptions, and
there are substantial uncertainties in carrying out the orderly wind down of
operations. The actual values and costs are expected to differ from the amounts
shown herein and could be higher or lower than the amounts recorded. Changes in
the estimated net realizable value of assets, contractual liabilities and
estimated costs through the liquidation date will be recorded in the period such
changes are known. Differences between the estimated net realizable values and
actual values based on cash transactions will be recognized in the period in
which the cash transactions occur.
As a result of the adoption of the liquidation basis of accounting, during
the quarter ended September 30, 2003, the Company recorded charges of $45,000 to
write-off the lease deposits for abandoned facilities and the prepaid fees for
annual admittance to the American Stock Exchange due to the reported steps
underway to delist the Company, as well as to reflect the estimated net
realizable value expected to be realized upon sale or abandonment of the
property and equipment, and $1,003,000 for the accrual of the estimated
contractual costs for its leased office space. The Company is presently in
negotiations with the landlord and the actual obligation incurred may vary from
the gross contractual obligation. These changes reflect the immediate impact of
the liquidation of assets and recognition of contractual lease obligations
rather than the realization through the ordinary course of operations. During
the quarter ended September 30, 2003 and in connection with the cessation of the
Company's operating activities and the release of its employees, the Company
6
recorded an accrual for estimated compensation and related expenses of $495,000
including: $170,000 for full-time and associate staff compensation, legal fees
($80,000), other professional fees ($80,000), office expenditures ($40,000),
accounting fees ($80,000), proxy ($30,000) and other costs ($15,000) associated
with cessation of operations and the orderly wind down of the Company.
The accompanying condensed consolidated financial statements are unaudited
and, in the opinion of management, contain all adjustments that management
considers necessary to present fairly the liabilities in excess of assets in
liquidation at September 30, 2003, and the changes in net liabilities in excess
of assets in liquidation for the period from July 1, 2003 through September 30,
2003. The accompanying condensed consolidated balance sheet as of December 31,
2002 and statement of operations and cash flows for the six months ended June
30, 2003 are presented on a going concern basis reflecting the Company's actual
operations prior to the adoption of the liquidation basis of accounting.
These financial statements should be read in conjunction with the audited
consolidated financial statements for the year ended December 31, 2002 and
related notes which are included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2002. Accordingly, significant accounting policies
and other disclosures necessary for complete financial statements in conformity
with generally accepted accounting principles have been omitted since such items
are reflected in the Company's audited consolidated financial statements and
related notes thereto.
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 materially from
these estimates.
Cash and Cash Equivalents. At September 30, 2003 and December 31, 2002,
the Company's cash and cash equivalents included deposited cash and money market
accounts at a banking institution. Historically and from time to time, the
Company has invested in commercial paper issued by companies with strong credit
ratings. There were no such investments at September 30, 2003 and December 31,
2002. The Company includes in cash and cash equivalents, all short-term, highly
liquid investments, which mature within three months of acquisition.
Restricted Cash. At September 30, 2003, the Company had $275,000 of cash
held in escrow pursuant to the asset purchase agreement with SkillSoft
Corporation (see Notes 1 and 5 to Consolidated Financial Statements). Under the
agreement, the remaining $275,000 in escrow secures certain indemnification
obligations of the Company, which remain until June 4, 2004.
Assets Held for Sale. The remaining assets held for sale at September 30,
2003 consist primarily of office equipment with no realizable value.
Other Current Assets. Included in this assets category is a note
receivable ($41,000) associated with the purchase of the Energy subsidiary.
Prepaid Expenses. Included in this asset category are the prepaid costs
($349,000) associated with the maintenance of certain insurance policies for the
Company through the completion of a three year runout period of activity
following the end of the 2003 calendar year.
Accrued Expenses and Other Liabilities. Accrued expenses and other
liabilities at September 30, 2003 include provision for known liabilities
including the lease obligations discussed more fully in Note 3 below, and the
estimated costs of the liquidation of the Company including costs of the
cessation of operations and orderly wind down of the Company's affairs. These
estimated costs include legal and accounting fees, other professional fees,
proxy and other office expenses expected to be incurred during the period of
liquidation and include the following (in thousands):
Lease costs ........................ $ 971
Professional fees .................. 240
Proxy and office expenses........... 85
----
$1,296
7
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. Income tax expense recorded in the first nine months of 2003 reflects
minimum taxes due for certain states. No provision for taxes has been made for
the gain associated with the sale of e-Learning assets (see Note 5 to
Consolidated Financial Statements) as this gain is offset by carryforward losses
of the Company.
Accounting for Stock-Based Compensation. Under the provisions of the
TENERA 1992 Option Plan, 1,500,000 shares of TENERA common stock are reserved
for issuance upon the exercise of options granted to key employees and
consultants. TENERA's 1993 Outside Directors Compensation and Option Plan
reserves 500,000 shares for issuance upon exercise of options granted to
non-employee directors. The employee stock options generally vest over a three
year period and expire six years from date of grant. The outside director
options vest over a one year period and expire ten years from date of grant. As
of September 30, 2003, options for 910,750 TENERA shares were outstanding and
options for 884,500 shares were exercisable.
In April 2002, GoTrain adopted the GoTrain Corp. 2002 Stock Option and
Stock Plan ("GoTrain Plan") to provide additional incentive to GoTrain
employees, directors, and consultants. Under the provisions of the GoTrain Plan,
2,500,000 shares of GoTrain Corp. common stock ("Subsidiary Stock") are reserved
for issuance upon exercise of Subsidiary Stock options and Subsidiary Stock
purchase rights granted. The Subsidiary Stock options generally vest over a four
year period and expire ten years from date of grant. In 2002, GoTrain's board of
directors granted Subsidiary Stock options to employees and directors to acquire
1,800,557 shares of Subsidiary Stock at $0.31 per share. GoTrain management
believed the exercise price per share of Subsidiary Stock options approximated
the fair value per share, or above fair value, on the dates of the grants, and
accordingly, no compensation expense was recorded. Subsequent to the sale of its
assets and cessation of operations, no employees remain in GoTrain at September
30, 2003.
During the second quarter of 2002, GoTrain also granted 250,000 Subsidiary
Stock options to a former officer of, and now consultant to, GoTrain at an
exercise price of $0.36 per share. These Subsidiary Stock options were granted
in exchange for services through April 16, 2004 and cliff vest on that date. The
Subsidiary Stock options were revalued quarterly under the guidance of Statement
of Financial Standards No. 123 ("FAS 123") using a Black-Scholes option pricing
model. In the first nine months of 2003, $7,000 of stock compensation expense
was recognized and charged to general and administrative expenses.
As of September 30, 2003, options for 250,000 GoTrain shares were
outstanding and exercisable.
Going Concern Basis - Per Share Computation. Basic earnings per share
shown on the Going Concern Basis Statements of Operations for the period ended
June 30, 2003 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 and convertible debentures, in the weighted
average number of common shares outstanding for a period, if dilutive. The
determination of fully diluted earnings per share excludes the impact of
additional shares of TENERA common stock, issuable upon the exercise of
outstanding stock options, because they are antidilutive. Also excluded from the
computation of fully diluted earnings per share as antidilutive are GoTrain
Subsidiary Stock options for GoTrain shares of common stock.
The following table sets forth the computation of basic and diluted loss
per share for the Going Concern Basis Statement of Operations for the period
ended June 30, 2003 as required by Financial Accounting Standards Board
Statement No. 128:
8
(In thousands, except for per share amounts)
- -------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, Six Months Ended June 30,
------------------------------- --------------------------------
2002 2002 2003 2002
- -------------------------------------------------------------------------------------------------------------------
Numerator:
Net Earnings (loss) ................... $ 4,068 $ (1,299) $ 2,945 $ (2,439)
============= ============== ============= ==============
Denominator:
Denominator for basic earnings per
share-- weighted-average shares 9,984 9,984 9,984 9,984
outstanding............................
Effect of dilutive securities:
Employee & Director stock options
(Treasury stock method) ............. -- -- -- --
------------- -------------- ------------- --------------
Denominator for diluted earnings per
share--weighted-average common and
common equivalent shares ............... 9,984 9,984 9,984 9,984
============= ============== ============= ==============
Basic Earnings (loss) per share ......... $ 0.41 $ (0.13) $ 0.29 $ (0.24)
============= ============== ============= ==============
Diluted Earnings (loss) per share ....... $ 0.41 $ (0.13) $ 0.29 $ (0.24)
============= ============== ============= ==============
- -------------------------------------------------------------------------------------------------------------------
Comprehensive Income. The Company does not have any components of
comprehensive income. Therefore, comprehensive income is equal to net earnings
reported for all periods presented.
Disclosures about Segments of an Enterprise. Upon the cessation of
operations, the Company does not have any reportable operating segments.
Note 3. Commitments and Contingencies
Leases. In the third quarter of 2003, the Company abandoned certain of its
leased office facilities in accordance with its cessation of operations. As a
result of the adoption of the liquidation basis of accounting, during the
quarter ended September 30, 2003, the Company recorded charges of $45,000 to
write-off the lease deposits for abandoned facilities and $1,003,000 for the
accrual of the estimated contractual costs for its leased office space. The
Company is presently in negotiations with the landlord and the actual obligation
incurred may vary from the gross contractual obligation. These changes reflect
the immediate impact of the liquidation of assets and recognition of contractual
lease obligations rather than the realization through the ordinary course of
operations.
Note 4. Subordinated Debt
In March 2002, the Company's GoTrain subsidiary sold subordinated
convertible debentures to private investors for a total principal amount of
$1,500,000 ("Series 1 Debenture" - $1,000,000; "Series 2 Debenture" - $500,000).
Each debenture bore simple interest at the rate of 8% per annum, with cumulative
interest payable only if the debenture is not converted into convertible
preferred stock of GoTrain, pursuant to the debenture terms. The maturity date
of each debenture was July 31, 2003.
In March 2003, the Company issued subordinated debt of $85,000 to an
officer of the Company to provide additional working capital. The debt bore
simple interest at the rate of 8% per annum, had no maturity date, and was
secured by the trade receivable assets of GoTrain.
The Company accrued $55,000 of interest expense in the first six months of
2003 related to these debts. In June 2003, all outstanding subordinated debt and
accrued interest was repaid.
Note 5. Gain on Sale of GoTrain Assets
As previously announced, in June 2003, the Company sold all of the assets
of the e-Learning business of its subsidiary, GoTrain Corp to SkillSoft
Corporation for approximately $5,000,000 in cash, plus assumption of certain
liabilities related to the business. Of the total cash amount, $275,000 reflects
the amount held in escrow as security for post closing indemnification
obligations (see Note 2 to Consolidated Financial Statements). The net gain on
sale from this transaction was $4,879,000.
9
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Forward-Looking Statements
With the exception of historical facts, the statements contained in
this discussion are forward-looking statements, including statements concerning
the value of the net assets, the anticipated liquidation value per share of
common stock as compared to its market price absent the proposed liquidation,
the timing and amounts of distributions of liquidation proceeds to shareholders,
and the likelihood of shareholder value resulting from the sale of certain of
the significant assets. For this purpose, any statement that is not a statement
of historical fact and any statement using the term "believes," "expects,"
"plans," "anticipates," "estimates" or any similar expression is a
forward-looking statement, including without limitation statements concerning
the estimated amount and timing of any distribution(s) to stockholders, the
timing of our dissolution, liquidation and closure of our stock transfer books
and the future operation and wind-down of our business. Those statements include
statements regarding our intent, belief, or current expectations, as well as the
assumptions on which such statements are based. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors that
could cause the actual results, performance or achievements, or industry
results, to differ materially from the expectations of future results,
performance or achievements expressed or implied by such forward-looking
statements. These risks include the risk that the Company may incur additional
liabilities, that the sale of the non-cash assets could be lower than
anticipated, and that the settlement of the liabilities could be higher than
expected, all of which would substantially reduce or eliminate the distribution
to the shareholders. Although the Company believes that the expectations
reflected in any forward-looking statements are reasonable, the Company cannot
guarantee future events or results. Except as may be required under federal law,
the Company undertake no obligation to update publicly any forward-looking
statements for any reason, even if new information becomes available or other
events occur. Additional risks are detailed in the Company's filings with the
Securities and Exchange Commission, including its most recent Form 10-K filed on
April 15, 2003 and its Definitive Proxy Statement filed on October 23, 2003.
Cessation of Operations and Orderly Wind Down
As previously discussed, TENERA, Inc. (including its subsidiaries,
"TENERA", or the "Company") has historically provided a broad range of
professional and technical services, and web-based e-Learning solutions. The
Company's professional and technical services are designed to solve complex
management, engineering, environmental, health and safety challenges associated
with the management of federal government properties. TENERA's web-based
e-Learning products and services, provided through the Company's GoTrain Corp.
subsidiary (`GoTrain"), are designed to provide a suite of on-line, interactive,
compliance and regulatory-driven training applications for use by clients'
employees.
The Company has historically been principally organized into two operating
segments: Professional and Technical Services and e-Learning (see Note 6 to
Consolidated Financial Statements).
As previously announced, TENERA, Inc.'s (including its subsidiaries,
"TENERA", or the "Company") shareholders ratified and approved a plan of
dissolution and liquidation proposed by the Board of Directors at a Special
Meeting of shareholders held on November 14, 2003.
In reaching this decision, the Board considered that the Company has been
unable to return to profitable quarterly results since the quarter ended
September 30, 2000. The Company recorded net losses of $4.8 million and $2.0
million in 2002 and 2001, respectively. The Company's businesses have been
adversely affected by the general economic downturn in the United States over
the past couple of years. The economic slowdown, combined with the "melt-down"
of the fortunes of the power-generating and power-trading industry, has resulted
in less demand for new and existing power plant capacity, which had a direct
effect on the Company's environmental consulting business. The economic slowdown
has also put budgetary pressure on the federal government, with the result that
certain programs of the Department of Energy in which the Company participates
have been constrained. Additionally, the pressure of corporate cost-cutting by
many U.S. corporations has resulted in reduced training opportunities for the
Company's e-Learning activities; many clients and potential clients had not
expanded their training activities to the levels originally expected because of
reduced manpower and/or lower funding for training. Starting in 2001, responding
to these economic conditions, the Company took steps to reduce its cash
requirements through staff reductions, which further constrained the Company's
ability to develop its businesses.
10
Revenues have continued to decline over each succeeding quarter until the
revenue in the quarter ended December 31, 2002 totaled less than 40% of the
revenues in the third quarter of 2000. The declines in revenue were spread
across the Company's Professional and Technical Services segment; however it was
most characteristic of the substantial decline in services requested by the
Company's largest multi-year Professional and Technical Services contract with
the Department of Energy's Rocky Flats Site (the "Site"). The decline in scope
was consistent with budgetary pressure on the DOE as well as shifting needs at
the Site as the remediation work was continuing along towards scheduled
completion in 2006. Even with the greatly diminished roles for the Company at
the Site, the contract itself was scheduled to complete its initial period of
performance on September 30, 2003 and would be subject to a determination by the
client as to the first of three possible annual extensions of the period of
performance. As reported previously, management anticipated that in light of the
current business environment, the Company would experience further reduction in
revenues expected to be recognized in its Professional and Technical Services
Segment during the remainder of 2003.
The decrease in consolidated revenues during this period was only slightly
offset by the increase in e-Learning Segment activity; however the increased
revenues in that Segment came at a significant cost in cash resources. Cash
reserves were being depleted to fund ongoing operating losses, since e-Learning
revenue was insufficient to cover expenses, such as costs of e-Learning course
and platform development, sales and marketing and administration. Initial
funding of the e-Learning Segment came from the cash generated by the Company's
Professional and Technical Services Segment. As previously reported, management
believed that the cash expected to generated from the Professional and Technical
Services Segment would be insufficient to provide funding necessary for further
development of its e-Learning Segment. Also as previously reported, the
Company's efforts seeking new lines of credit have been unsuccessful to date.
Due to declining revenues, net losses, and declining cash balances, the
Company's auditors issued "going concern" opinions at the end of the 2001 and
2002 calendar years. There has been uncertainty on how long the current downturn
will last and when a sustained recovery may occur. Any further decline in the
clients' markets or in general economic conditions would likely result in a
further reduction in demand for the Company's products and services.
Additionally, there has been a concern that the Company may have difficulty in
collecting outstanding trade receivables from cash constrained clients, causing
its own cash flow to be adversely affected. Also, in such an environment,
pricing pressures could continue, negatively impacting gross margins.
The Company has made considerable efforts to identify and evaluate
strategic alternatives, including strategic partnerships. In June 2001, the
Company's e-Learning subsidiary, GoTrain Corp. entered into a five-year
strategic partnership agreement with SmartForce (now merged with SkillSoft) to
co-develop and distribute ES&H and regulatory content via the SmartForce
internet platform. Under the agreement, GoTrain retained ownership of its
proprietary content and shared in the revenue of any GoTrain content sold by
SmartForce. As part of the agreement, GoTrain was required to make an initial
and quarterly payment SmartForce for platform license and maintenance, and
integration of existing GoTrain content. Minimum net payments due by GoTrain
over the remaining period of the agreement totaled $1.2 million at December 31,
2002. In June 2002, SmartForce announced that it had entered into an agreement
to merge with SkillSoft, another e-Learning company, which was completed in
September 2002. The surviving entity, know as SkillSoft, assumed GoTrain's
agreement with SmartForce. In late 2002, due to the lack of achieving expected
revenue growth over the first 18 months, GoTrain notified SkillSoft of a desire
to restructure the agreement.
Separately, GoTrain was able to raise $1.5 million in subordinated debt in
early 2002; however, the cash infusion proved insufficient in light of
slower-than-expected revenue growth. In the third quarter of 2002, the Company
sought unsuccessfully additional external equity or working capital funding for
the e-Learning enterprise. As previously reported, although management believed
that the e-Learning segment has significant future potential, it was unable to
identify funding sources beyond what it had previously raised in capital for
that segment.
To address the diminishing cash resource generation within the
Professional and Technical Services Segment, management also contacted numerous
potential debt and equity financial investors, including existing investors.
However, such discussions failed to generate necessary funding for the Company
or its subsidiaries. After completing their respective due diligence processes,
all potential and existing investors declined to enter into meaningful
negotiations.
11
As previously announced, the Board of Directors then concluded, in light
of the extensive and unsuccessful efforts to locate a strategic or an investment
partner for the Company, that it would be in the best interest of the
shareholders to pursue the possibility of a merger, sale of assets or closure of
the operating subsidiaries, collectively or individually.
Management then contacted a number of companies that it thought might have
an interest in merging or purchasing assets from the subsidiaries. The list of
prospects represented the collective knowledge of companies that were either
currently active in the e-Learning or Professional and Technical Services
markets or which the Company believed could have an interest in that market.
Management attempted to schedule meetings with each of the prospective parties
and subsequently solicited indications of interest from such parties.
The Company did not receive any expressions of merger interest from the
parties for the e-Learning business, but an offer was received from its
strategic partner, SkillSoft, for the e-Learning assets. The initial agreement
to purchase the assets from GoTrain was struck at a level which was expected to
generate sufficient working capital for the Company to possibly redeploy its
resources within other operating environments. However, after further
contemplation of the general economic conditions, recent purchase prices paid
for similar assets within the e-Learning market, and due diligence efforts by
the buyer, the price offered was reduced prior to finalization of the agreement.
Although the offered proceeds were considered by the Company to be a reasonable
price for the assets sold, they did not provide surplus working capital.
Similarly, the Company did not receive any expressions of merger interest
from the independent parties approached for the Professional and Technical
Services Segment's two subsidiaries: TENERA Energy, LLC ("Energy") and TENERA
Rocky Flats., LLC ("Rocky Flats"). Thereafter, late in the first quarter of
2003, the Company reached agreement to transfer the ownership and operations of
management of Energy to the former employees of the subsidiary. Late in the
second quarter of 2003, a Rocky Flats joint venture partner, The S.M. Stoller
Corporation, advised the Company that it was interested in assuming the
obligations of certain Professional and Technical Services Rocky Flats site
contracts and joint venture interests.
As a result of these three separate sets of negotiations, the Company
completed the sales of each of the subsidiary business operations by June 30,
2003. On July 15, 2003, the Board determined, based upon the expected net cash
proceeds from the completed sales and management's belief that the Company would
not be able to reduce expenses and personnel further, that the Company would not
able to fund the reestablishment of an operating entity in order to profitably
sell and market a product or service. The Board also reviewed projected
estimates of expenses associated with an orderly liquidation of TENERA, as well
as the cash on hand as of June 30, 2003. Since the Company did not have any
offers to purchase the remaining non-operating assets, such as trade and note
receivables, furniture, and office equipment, at this time or to terminate
favorably its long-term obligations, the Company was unable to effectively
estimate the value of the net assets upon liquidation. The Board also considered
other bankruptcy alternatives (such as provided for by the U.S. Bankruptcy Code)
but believed that such alternatives would likely result in higher transaction
costs and longer delays, further minimizing any possible distributions to
shareholders.
Also previously announced, the Company was notified on June 13, 2003 that
it may not meet certain of the American Stock Exchange's ("AMEX") continued
listing standards. On June 25, 2003, the Company submitted a response
acknowledging the notification and stating that it would conduct a review of the
alternatives available to the Company. The Company also announced on July 1,
2003 in a press release that there could be no assurance however that the
Company would be able to present a plan that will meet the continued AMEX
listing standards, or if it did not, would be able to provide an alterative
market for its outstanding shares. Subsequent to July 15, 2003, the Company
notified the AMEX of the Board of Directors resolution to wind up and dissolve
the Company and its recommendation for approval from the Company's shareholders.
On July 16, 2003, the AMEX contacted the Company to announce that in light of
the information received from the Company, it had halted trading of the common
stock on the Exchange pending a move to delist the Company.
For these reasons, on July 15, 2003 the Board of Directors concluded that
the dissolution and liquidation would have the highest probability of returning
the greatest value to the shareholders. However, liquidation and dissolution may
not create value to the shareholders or result in any remaining capital for
distribution to the shareholders. The Company cannot assure you of the precise
nature and amount of any distribution to the shareholders pursuant to the plan
of dissolution. Uncertainties as to the precise net value of the non-cash assets
12
and the ultimate amount of liabilities make it difficult to predict with
certainty the aggregate net value, if any, ultimately distributable to the
shareholders. The actual nature and amount of all distributions will depend in
part upon the ability to convert the remaining non-cash assets into cash. The
Company cannot be certain of the final amount of the liabilities. The following
factors will affect the amount of cash that will be available for distribution
to shareholders:
The proceeds from escrowed assets may be less than anticipated if GoTrain
does not enjoy favorable outcomes in the completion of the outstanding
obligations from the sale of the e-Learning assets.
GoTrain is obligated under the asset purchase agreement for the e-Learning
assets (the "SkillSoft Agreement") to indemnify the warranties and
representations of the SkillSoft Agreement for a period of one year. Funds
totaling $275,000 were set aside in escrow to meet these commitments and will be
released to the parties in accordance with the terms of the SkillSoft Agreement.
There can be no assurance that the indemnity period will close without drawing
down on escrowed funds. The actual nature and amount of all distributions will
depend in part upon our ability to release the remaining escrowed funds to
TENERA. If the Company does not enjoy favorable outcomes in the completion of
the outstanding escrowed obligations, it may not generate meaningful cash, if
any to return to the shareholders.
The Company many not be able to collect all of the retained receivables.
The Company has retained receivables of approximately $240,000 related to
the Energy subsidiary's business that have remained unpaid in excess of six
months. Although the Company maintains that the amounts outstanding are due and
payable under the terms of the client agreements and has delivered a written
demand for payment, there can be no assurance that the client will honor the
agreement. If necessary, the Company may pursue legal recourse to affect
collection; however such a course of action would also utilize cash resources to
pay for litigation support costs while not providing a guaranteed successful
outcome. Any litigation could delay or even prevent the Company from completing
the plan of dissolution. If the Company does not enjoy favorable outcomes in the
collection of the outstanding receivables, it may not generate meaningful cash,
if any to return to the shareholders.
The Company may not be able to settle all of the obligations to
creditors.
The Company has current and future obligations to creditors. These
include, without limitation, long-term contractual obligations associated with
business agreements with customers and other third parties. As part of the wind
down process, the Company will attempt to settle the obligations with the
creditors. If the Company cannot reach an agreement with a creditor concerning
an obligation, including its landlord, that creditor may choose to bring a
lawsuit against the Company. Any litigation could delay or even prevent the
Company from completing the plan of dissolution. Moreover, amounts required to
settle the obligations to creditors will reduce the amount of remaining capital
available for distribution to shareholders.
The Company will continue to incur claims, liabilities and expenses which
will reduce the amount available for distribution to shareholders.
Claims, liabilities and expenses from administrative activities (such as
general and administrative costs, salaries, directors' and officers' insurance,
payroll and local taxes, legal, accounting and consulting fees and miscellaneous
office expenses) will continue to be incurred as the Company winds down. These
expenses will reduce the amount of assets available for ultimate distribution to
shareholders. If available cash and amounts received on the sale of non-cash
assets are not adequate to provide for the obligations, liabilities, expenses
and claims, the Company may not be able to distribute meaningful cash, or any
cash at all, to the shareholders.
The Company may continue to incur the expense of complying with public
company reporting requirements. The Company has an obligation to continue to
comply with the applicable reporting requirements of the Securities Exchange Act
of 1934, as amended (the "Act"), even though compliance with such reporting
requirements is economically burdensome. In order to curtail such expenses,
after the filing the Company's certificate of dissolution, management intends to
seek relief from the Securities and Exchange Commission from a substantial
portion of the periodic requirements under the Act. In the event such relief is
granted, we will continue to file current reports on Form 8-K to disclose
material events relating to our liquidation and dissolution alogn with any other
reports that the Securities and Exchange Commission may require.
13
The Company may not have fully reserved for or identified all obligations
owing to third parties, including obligations to government agencies.
Although the Company has continuously maintained an adequate system of
reporting to identify and reserve for obligations owing to third parties, there
can be no assurance that all obligations, including those to government agencies
are known at this time. If additional third party obligations are identified,
the Company may not be able to distribute meaningful cash, or any cash at all,
to the shareholders.
Distribution of assets, if any, to the shareholders could be delayed.
The Company is currently unable to predict the precise timing of any
distribution pursuant to the wind down. The timing of any distribution will
depend on and could be delayed by, among other things, the timing of sales of
the non-cash assets, conversion of outstanding receivables, claim settlements
with creditors and the successful closure of the escrowed funds described above.
Additionally, a creditor could seek an injunction against the making of
distributions to the shareholders on the ground that the amounts to be
distributed were needed to provide for the payment of the liabilities and
expenses. Any action of this type could delay or substantially diminish the
amount available for distribution to the shareholders.
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.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
The chief executive officer and chief financial officer, after evaluating
the "disclosure controls and procedures" (as defined in Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-14(c) and 15-d-14(c)) as of a date (the
"Evaluation Date") within 90 days before the filing date of this quarterly
report on Form 10-Q has concluded that as of the Evaluation Date, the disclosure
controls and procedures are effective to ensure that information the Company is
required to disclose in reports that it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.
(b) Changes in internal controls.
Subsequent to the Evaluation Date, the Company has ceased operations and
has begun the process of liquidating and dissolving. The Company has retained
only one regular employee and a small number of associate employees to attend to
the orderly disposition of its assets and liabilities. The internal control
structure has been modified to adapt to the changes.
14
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
99.1(1) Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002
(Jeffrey R. Hazarian - Chief Executive Officer and Chief
Financial Officer)
(b) Reports on Form 8-K
A Form 8K, dated November 14, 2003, was filed on November 20,
2003, reporting on the results of the Special Meeting of the
Shareholders and the Shareholder's approval of the resolution to
ratify and approve the plan of dissolution and liquidation of the
Company.
__________________________
(1) Filed herewith
15
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: December 30, 2003
TENERA, INC.
By /s/ JEFFREY R. HAZARIAN
---------------------------------------------------
Jeffrey R. Hazarian
Chief Executive Officer and Chief Financial Officer
16
CERTIFICATION
I, Jeffrey R. Hazarian, certify that:
1. I have reviewed this quarterly report on Form 10-Q of TENERA,
Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. I have indicated in this quarterly report whether there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Dated: December 30, 2003 /s/ JEFFREY R. HAZARIAN
---------------------------------------------------
Jeffrey R. Hazarian
Chief Executive Officer and Chief Financial Officer
17
EXHIBIT INDEX
Ex. 99.1 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002
(Jeffrey R. Hazarian - Chief Financial Officer and Executive Vice
President)