UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2005

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 0-25995

NEXTERA ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		95-4700410 (I.R.S. Employer Identification Number)

One Exeter Plaza
699 Boylston Street,
Boston, Massachusetts 02116
(Address of principal executive office, including zip code)

(617) 262-0055
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act).

Yes o No þ

     As of July 31, 2005 there were 30,025,441 shares of $0.001 par value Class A Common Stock outstanding and 3,844,200 shares of $0.001 par value Class B Common Stock outstanding.

 

 

NEXTERA ENTERPRISES, INC.

Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 2005

INDEX

				Page No.
PART I.		FINANCIAL INFORMATION
Item 1.		Financial Statements
		Condensed Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004		3
		Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2005 and 2004		4
		Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2005 and 2004		5
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004		6
		Notes to Unaudited Condensed Consolidated Financial Statements		7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.		Controls and Procedures		18
PART II.		OTHER INFORMATION
Item 4.		Submission of Matters to a Vote of Security Holders		19
Item 6.		Exhibits and Reports on Form 8-K		19
		Signatures		20
EXHIBIT 31
EXHIBIT 32

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Nextera Enterprises, Inc.

Condensed Consolidated Balance Sheets
(Dollar amounts in thousands, except per share data; unaudited)

		June 30,				December 31,
		2005				2004
Assets
Current assets:
Cash and cash equivalents		$	15,664			$	16,713
Prepaid expenses and other current assets			257				474
Total current assets			15,921				17,187
Property and equipment, net			30				39
Other assets			146				–
Total assets		$	16,097			$	17,226
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	662			$	843
Current portion of long-term debt			337				258
Total current liabilities			999				1,101
Long-term debt			391				470
Other long-term liabilities			400				400
Commitments and contingencies			–				–
Stockholders’ equity:
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 600,000 authorized shares designated Series A, 47,234 and 45,619 Series A issued and outstanding at June 30, 2005 and December 31, 2004, respectively			4,723				4,562
Class A Common Stock, $0.001 par value, 95,000,000 shares authorized, 30,025,441 shares issued and outstanding at June 30, 2005 and December 31, 2004			30				30
Class B Common Stock, $0.001 par value, 4,300,000 shares authorized, 3,844,200 shares issued and outstanding at June 30, 2005 and December 31, 2004			4				4
Additional paid-in capital			161,295				161,453
Accumulated deficit			(151,745	)			(150,794	)
Total stockholders’ equity			14,307				15,255
Total liabilities and stockholders’ equity		$	16,097			$	17,226

See Notes to Condensed Consolidated Financial Statements

Nextera Enterprises, Inc.

Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share amounts; unaudited)

		Three Months Ended
		June 30
		2005				2004
Net revenues		$	–			$	–
Cost of revenues			–				–
Gross profit			–				–
Selling, general and administrative expenses			567				691
Operating loss			(567	)			(691	)
Interest income, net			59				43
Other expense			(37	)			–
Loss from continuing operations before income taxes			(545	)			(648	)
Provision for income taxes			6				–
Loss from continuing operations			(551	)			(648	)
Income from discontinued operations			91				–
Net loss			(460	)			(648	)
Preferred stock dividends			(83	)			(78	)
Net loss applicable to common stockholders		$	(543	)		$	(726	)
Net loss per common share, basic and diluted
Continuing operations		$	(0.02	)		$	(0.02	)
Discontinued operations			–				–
Net loss per common share, basic and diluted		$	(0.02	)		$	(0.02	)
Weighted average common shares outstanding, basic and diluted			33,870				33,870

See Notes to Condensed Consolidated Financial Statements

Nextera Enterprises, Inc.

Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share amounts; unaudited)

		Six Months Ended
		June 30
		2005				2004
Net revenues		$	–			$	–
Cost of revenues			–				–
Gross profit			–				–
Selling, general and administrative expenses			1,132				1,451
Operating loss			(1,132	)			(1,451	)
Interest income, net			118				83
Other expense			(37	)			–
Loss from continuing operations before income taxes			(1,051	)			(1,368	)
Provision for income taxes			12				–
Loss from continuing operations			(1,063	)			(1,368	)
Income from discontinued operations			112				–
Net loss			(951	)			(1,368	)
Preferred stock dividends			(161	)			(151	)
Net loss applicable to common stockholders		$	(1,112	)		$	(1,519	)
Net loss per common share, basic and diluted
Continuing operations		$	(0.04	)		$	(0.04	)
Discontinued operations			0.00				–
Net loss per common share, basic and diluted		$	(0.03	)		$	(0.04	)
Weighted average common shares outstanding, basic and diluted			33,870				33,870

See Notes to Condensed Consolidated Financial Statements

Nextera Enterprises, Inc.

Condensed Consolidated Statements of Cash Flows
(Amounts in thousands; unaudited)

		Six Months Ended June 30
		2005				2004
Operating activities
Net loss		$	(951	)		$	(1,368	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			9				6
Reversal of allowance			(112	)			–
Non-cash other			3				3
Change in operating assets and liabilities:
Accounts receivable			–				528
Prepaid expenses and other assets			(32	)			943
Accounts payable and accrued expenses			(181	)			(2,381	)
Restructuring costs			–				(173	)
Net cash used in operating activities			(1,264	)			(2,442	)
Investing activities
Purchase of property and equipment			–				(40	)
Proceeds from sale of business			215				–
Net cash provided by (used in) investing activities			215				(40	)
Net decrease in cash and cash equivalents			(1,049	)			(2,482	)
Cash and cash equivalents at beginning of period			16,713				20,124
Cash and cash equivalents at end of period		$	15,664			$	17,642

See Notes to Condensed Consolidated Financial Statements

NEXTERA ENTERPRISES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Nextera Enterprises, Inc. (Nextera or the Company) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

The balance sheet as of December 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

These financial statements should be read in conjunction with the financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 25, 2005.

On November 28, 2003, Nextera Enterprises, Inc. sold substantially all of the assets Lexecon and its subsidiaries used in their economic consulting business (Asset Sale) to FTI Consulting, Inc. and LI Acquisition Company, LLC, a wholly owned subsidiary of FTI (collectively, FTI). As of June 30, 2005 and December 31, 2004, Nextera had no business operations.

Krest, LLC (successor to Knowledge Universe, LLC and Knowledge Universe, Inc.) controls a majority of the voting power of the Company’s equity securities through its ownership of the Company’s Class A Common Stock, Class B Common Stock and Series A Cumulative Preferred Stock.

Note 2. Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

NEXTERA ENTERPRISES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Stock-Based Compensation and Other Equity Instruments

The Company has adopted the disclosure standards of Statement of Financial Accounting Standards No. 148, “Stock-Based Compensation – Transition and Disclosure- an amendment of FASB Statement No. 123” (SFAS 148). SFAS 148 amends Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123) to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation and also amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

As allowed under SFAS 123 and SFAS 148, the Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) and related Interpretations in accounting for its employee stock options. Under APB 25, if the exercise price of the Company’s employee stock options equals or exceeds the market price of the underlying stock on the date of grant, no compensation expense is recognized.

If the Company had adopted the optional recognition provisions of SFAS 123, as amended by SFAS 148, for its stock option plans, net loss and net loss per common share would have been changed to the pro forma amounts indicated below:

		Three months ended June 30								Six months ended June 30
		2005				2004				2005				2004
		(Amounts in thousands, except per share data)
Net loss as reported		$	(460	)		$	(648	)		$	(951	)		$	(1,368	)
Compensation expense under SFAS 123			(44	)			(279	)			(94	)			(572	)
Pro forma net loss		$	(504	)		$	(927	)		$	(1,045	)		$	(1,940	)
Net loss per common share, basic and diluted:
As reported		$	(0.02	)		$	(0.02	)		$	(0.03	)		$	(0.04	)
Pro forma		$	(0.02	)		$	(0.03	)		$	(0.04	)		$	(0.06	)

The weighted average fair value of options granted during 2005 and 2004 were $0.26 and $0.38, respectively, at the date of the grants. The 2004 options were granted at an exercise price below the Company’s stock price on the day of the grant. Accordingly, a nominal compensation charge is being recorded in the financial statements over the vesting period. The fair values of options were estimated using the Black-Scholes option pricing model utilizing the following assumptions:

		2005				2004
Risk-free interest rates			3.50	%			3.75	%
Expected lives (years)			4				6
Expected volatility			80	%			121	%
Dividend rate			0	%			0	%

NEXTERA ENTERPRISES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Recently Issued Accounting Pronouncements

In December of 2004, The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share Based Payment” (SFAS 123R) which revises SFAS 123 and supersedes APB 25. SFAS 123R requires that all share-based payments to employees, including grants of employee stock options, be recognized in the financial statements based on their fair value. The pro forma disclosures previously permitted under SFAS 123 will no longer be an alternative to financial statement recognition. The cost will be recognized in the financial statements over the period during which the employee is required to provide the service. The Company expects the annual impact of the adoption of SFAS 123R on earnings per share to be less than $0.01 per share. To the extent that share-based payments by the Company increase in the future, the impact on the statement of operations or earnings per share could be materially affected.

On April 14, 2005 the U.S. Securities and Exchange Commission (the “SEC”) announced a deferral of the effective date of SFAS 123R for calendar year companies until the beginning of 2006.

Note 3. Basic and Diluted Net Income (Loss) per Common Share

Basic net income (loss) per share (“basic EPS”) is computed by dividing income (loss) from continuing operations applicable to common stockholders and net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding. Diluted net income (loss) per common share (“diluted EPS”) is the same as the basic loss per share for the three and six-month periods ended June 30, 2005 and 2004 as the computation of diluted income (loss) per share would have an anti-dilutive effect on loss per share.

Basic and diluted loss per share were calculated as follows:

		Three Months Ended June 30,								Six Months Ended June 30,
		2005				2004				2005				2004
		(dollar amounts in thousands, except per share data)
Loss from continuing operations		$	(551	)		$	(648	)		$	(1,063	)		$	(1,368	)
Preferred stock dividends			(83	)			(78	)			(161	)			(151	)
Loss from continuing operations applicable to common stockholders			(634	)			(726	)			(1,224	)			(1,519	)
Income from discontinued operations			91				–				112				–
Net loss applicable to common stockholders		$	(543	)		$	(726	)		$	(1,112	)		$	(1,519	)
Weighted average common shares outstanding—basic and diluted			33,870				33,870				33,870				33,870

NEXTERA ENTERPRISES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Basic and diluted net loss per
common share
Loss from continuing operations		$	(0.02	)		$	(0.02	)		$	(0.04	)		$	(0.04	)
Income from discontinued operations			0.00				–				0.00				–
Net loss per common share, basic and diluted		$	(0.02	)		$	(0.02	)		$	(0.03	)		$	(0.04	)

Due to rounding differences, the aggregate net loss per common share for the six months ended June 30, 2005 and the net loss per common share from continuing operations does not equal.

Note 4. Special Charges

Accrued restructuring charges and their utilization for the period presented are summarized as follows (in thousands):

						Utilized
		Balance at												Balance at June
		December 31, 2003				Non-Cash				Cash				30, 2004
Severance		$	77			$	—			$	77			$	—
Facilities			45				—				45				—
Operating lease obligations			51				—				51				—
		$	173			$	—			$	173			$	—

Note 5. Income Taxes

No federal tax benefit was recorded for the three and six-month periods ended June 30, 2005 and 2004 due to the Company’s uncertainty associated with utilizing its net operating losses. The Company did record de minimis state tax expense for the six month period ended June 30, 2005.

Note 6. Comprehensive Income (loss)

Comprehensive income (loss) combines net income (loss) and “other comprehensive items” which represent certain amounts that are reported as components of stockholder’s equity in the accompanying balance sheet. For the three and six month periods ended June 30, 2005, the Company did not have any “other comprehensive items”; thus, comprehensive loss equaled net loss. During the three and six month periods ended June 30, 2004, comprehensive loss was $0.7 million and $1.2 million, respectively. Accumulated other comprehensive loss at June 30, 2004 consisted solely of unrealized investment losses.

NEXTERA ENTERPRISES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Note 7. Commitments and Contingencies

The Company, from time to time, is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims. While the ultimate outcome of these matters could affect the results of operations of any one quarter or year when resolved in future periods, and while there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company would not be material to the Company’s financial position and results of operations or liquidity.

In connection with the 2003 sale of the Company’s economic consulting business, the Company agreed to indemnify FTI for a number of matters including the breach of any of its representations, warranties and covenants contained in the Asset Purchase Agreement. These representations, warranties and covenants related to organization, corporate, financial statement, business, operational, tax, legal, insurance, intellectual property, title to assets, employee, labor, leases, environmental, record keeping, contracts, permits, licenses, authorizations, solvency, cooperation and other matters. A breach or inaccuracy of any of these representations, warranties and covenants could lead to an indemnification claim by FTI against the Company. Any such indemnification claims could require the Company to pay substantial sums and incur related costs and expenses and have a material adverse effect on our liquidity, financial condition, future prospects and ability to acquire a new operating business.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The disclosure and analysis in this quarterly report contain “forward-looking statements.” Forward-looking statements give our current expectations or forecasts of future events. These statements can be identified by the fact that they do not relate strictly to historic or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these forward-looking statements include statements relating to future actions or the outcome of financial results. From time to time, we also may provide oral or written forward-looking statements in other materials released to the public. Any or all of the forward-looking statements in this quarterly report and in any other public statements may turn out to be incorrect. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual results may vary materially.

Forward-looking statements are based on many factors that may be outside our control, causing actual results to differ materially from those suggested. These factors include, but are not limited to, those disclosed below under the heading “Factors That May Affect Our Future Performance”. New factors emerge from time to time, and it is not possible for us to predict all these factors nor can we assess the impact of these factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.

OVERVIEW

Nextera Enterprises, Inc. (Nextera or the Company) was formed in 1997 and focused on building a portfolio of consulting companies through multiple acquisitions. The Company formerly offered services in three practice areas: technology consulting, human capital consulting, and economic consulting. The technology consulting business was exited during the latter half of 2001 and the human capital consulting business was sold on January 30, 2002. On November 28, 2003, Nextera and its direct and indirect subsidiaries, Lexecon Inc., CE Acquisition Corp. and ERG Acquisition Corp., sold substantially all of the assets Lexecon and its subsidiaries used in their economic consulting business (Asset Sale) to FTI Consulting, Inc. and LI Acquisition Company, LLC, a wholly owned subsidiary of FTI Consulting, Inc. (collectively, FTI) in accordance with the terms of an asset purchase agreement dated September 25, 2003 (Asset Purchase Agreement).

As a result of the Asset Sale, Nextera ceased to have business operations. The continuing operations in the financial statements consist of operating expenses incurred in operating the corporate entity. Selling, general and administrative expenses consist primarily of salaries and benefits of certain senior management and other administrative personnel, director fees, insurance, legal, professional, marketing, and promotional costs, and facility costs. These expenses are associated with our efforts to identify and develop new business operations and with our management, finance, marketing and administrative activities.

We are currently actively engaged in the process of identifying acquisition candidates and related activities. We have retained a financial advisor to assist in these efforts.

Our tax provision has historically varied from the federal statutory rate of 34% predominately due to deferred tax valuation allowance adjustments, the utilization of net operating losses, and state and local taxes.

COMPARISON OF THREE MONTHS ENDED JUNE 30, 2005 AND THREE MONTHS ENDED JUNE 30, 2004

     Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased 17.9%, or $0.1 million, to $0.6 million for the three months ended June 30, 2005 from $0.7 million for the three months ended June 30, 2004. The decrease in selling, general and administrative expenses from the second quarter of 2004 was primarily attributed to a decrease in insurance expense, due to a softening of the insurance markets along with reductions in coverage, and a decrease in legal and audit expenses due to decreases in outsourced professional services. The Company anticipates that selling, general, and administrative expenses will approximate $0.6 million per quarter under the Company’s current structure. If the Company acquires a business during 2005, it is expected that the selling, general, and administrative expenses will materially exceed the $0.6 million per quarter.

     Interest Income, Net. Interest income, net increased 37.2% to $0.06 million for the three months ended June 30, 2005 from $0.04 million for the three months ended June 30, 2004. The increase was due in part to the elimination of minor interest expense charges in 2005 that existed in 2004.

     Other Expense. Other expense was $0.04 million for the three months ended June 30, 2005. Such expenses were incurred for costs paid to independent third party advisors in connection with the evaluation of a potential business acquisition which was not pursued.

     Income Taxes. No federal tax benefit was recorded for the three months ended June 30, 2005 and 2004 due to the Company’s uncertainty associated with utilizing its net operating losses. The Company did record de minimis state tax expense for the three month period ended June 30, 2005.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 2005 AND SIX MONTHS ENDED JUNE 30, 2004

     Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased 22.0%, or $0.3 million, to $1.1 million for the six months ended June 30, 2005 from $1.4 million for the six months ended June 30, 2004. The decrease in selling, general and administrative expenses from the first six-months of 2004 was primarily attributed to a decrease of $0.2 million in insurance expenses due to a softening of the insurance markets along with reductions in coverage coupled with a $0.1 million decrease in compensation expense and professional fees which were attributed to decreases in the number of employees, directors, and outsourced professional services. The Company anticipates that selling, general, and administrative expenses will approximate $0.6 million per quarter under the Company’s current structure. If the Company acquires a business during 2005, it is expected that the selling, general, and administrative expenses will materially exceed the $0.6 million per quarter.

     Interest Income, Net. Interest income, net increased from $0.08 million for the six months ended June 30, 2004 to $0.12 million for the six months ended June 30, 2005. The increase was due in part to the elimination of minor interest expense charges in 2005 that existed in 2004.

     Other Expense. Other expense was $0.04 million for the six months ended June 30, 2005. Such expenses were incurred for costs paid to independent third party advisors in connection with the evaluation of a potential business acquisition which was not pursued.

     Income Taxes. No federal tax benefit was recorded for the six months ended June 30, 2005 and 2004 due to the Company’s uncertainty associated with utilizing its net operating losses. The Company did record de minimis state tax expense for the six month period ended June 30, 2005.

LIQUIDITY AND CAPITAL RESOURCES

Consolidated working capital was $14.9 million on June 30, 2005, compared with working capital of $16.1 million on December 31, 2004. Included in working capital were cash and cash equivalents of $15.7 million and $16.7 million on June 30, 2005 and December 31, 2004, respectively.

Net cash used in operating activities was $1.3 million for the six months ended June 30, 2005. The primary components of net cash used in operating activities was the net loss of $1.0 million, a decrease in accounts payable of $0.2 million and $0.1 million from the reversal of an allowance for funds that were held in escrow.

Net cash provided by investing activities was $0.2 million for the six months ended June 30, 2005 relating to the partial collection of the Asset Sale proceeds that were held in escrow. The Company anticipates that its capital expenditures for 2005 will be immaterial, unless it acquires business operations. In such case, capital expenditures may be materially increased.

The Company’s primary source of liquidity is cash on hand. The Company believes that its current cash on hand is sufficient to meet all expenditures over the next twelve months. The Company is in the process of identifying opportunities to acquire one or more operating businesses and expects that it will use a combination of cash on hand, third party debt, and the Company’s equity securities to acquire any such on-going businesses or operations. We believe that additional liquidity sources, if necessary, could be obtained by borrowing funds from a third party or raising equity through a public or private transaction.

Critical Accounting Policies

Our Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expense, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Results may differ from these estimates under different assumptions or conditions. A summary of significant accounting polices and a description of accounting policies that are considered critical may be found in our 2004 Annual Report on Form 10-K, filed on March 25, 2005, in the Notes to the Consolidated Financial Statements, Note 2 and the Critical Accounting Policies Section.

FACTORS THAT MAY AFFECT OUR FUTURE PERFORMANCE

You should carefully consider the following risk factors in your evaluation of our company. If any of the following risks actually occur it could materially harm our business and impair the price of our stock.

We will likely liquidate if we are unable to acquire a new business.

We are in the process of identifying new business acquisition candidates and related activities in order to maximize the use of our assets and balance sheet. If we are unable to acquire new business operations, we will commence a process to liquidate, however, no timeframe has been set for completion of our acquisition efforts. If we decide to liquidate, we expect to commence liquidation proceedings shortly thereafter. No assurance can be given as to the amount or timing of when funds will be available to distribute to our stockholders if we liquidate.

The Asset Purchase Agreement exposes us to contingent liabilities.

In accordance with the Asset Purchase Agreement, we agreed to indemnify FTI for a number of matters including the breach of any of our representations, warranties and covenants contained in the Asset Purchase Agreement. These representations, warranties and covenants related to organization, corporate, financial statement, business, operational, tax, legal, insurance, intellectual property, title to assets, employee, labor, leases, environmental, record keeping, contracts, permits, licenses, authorizations, solvency, cooperation and other matters. A breach or inaccuracy of any of these representations, warranties and covenants could lead to an indemnification claim by FTI against us. Any such indemnification claims could require us to pay substantial sums and incur related costs and expenses and have a material adverse effect on our liquidity, financial condition, future prospects and ability to acquire a new operating business.

Our ability to utilize our net operating loss carryforwards may be limited or eliminated in its entirety.

As of June 30, 2005, we had approximately $52.0 million of net operating loss carryforwards that begin to expire in 2022, for which a 100% valuation allowance has been recorded. The utilization of the net operating loss carryforwards in the future is dependent upon our having U.S. federal taxable income. Currently, we have no business operations and are unable to generate U.S. federal taxable income to utilize the net operating loss carryforwards. We will need to acquire an operating business in order to generate such taxable income. Even if we are able to acquire an operating business, there can be no assurance that we will be able to generate taxable income in the future. Furthermore, the likelihood of an annual limitation on our ability to utilize the net operating loss carryforwards to offset future U.S. federal taxable income is increased by (1) the issuance of common stock, certain convertible preferred stock, options, warrants, or other securities exercisable for common stock, (2) changes in the equity ownership occurring in the last three years and (3) potential future changes in the equity ownership. The amount of an annual limitation can vary significantly based on factors existing at the date of an ownership change. A substantial portion of the net operating loss was used to offset our federal tax liability, other than alternative minimum tax, generated by the Asset Sale. If the net operating loss carryforwards were determined to be subject to annual limitations prior to its utilization to offset the taxable gain from the Asset Sale, our federal tax liability and the net operating loss carryforwards could be materially different and our financial position could be adversely affected. Such limitations could have a material adverse impact on our financial condition, results of operations and cash flows.

The delisting of our Class A Common Stock from the Nasdaq SmallCap Market may make our Class A Common Stock more difficult to trade, harm our business reputation and adversely affect our ability to raise funds in the future.

Our Class A Common Stock was delisted from the Nasdaq SmallCap Market on November 28, 2003 due to our failure to have an operating business after the Asset Sale. As a result of the delisting, our common stock may be more difficult to trade and we may suffer harm to our general business reputation and have greater difficulty in the future raising funds in the capital markets. Each of these consequences could have a material adverse effect on our business, results of operations and financial condition. We currently do not meet Nasdaq’s initial listing requirements to be re-listed on the Nasdaq SmallCap Market because we do not have business operations and do not satisfy the minimum bid price requirement.

Krest, LLC (successor to Knowledge Universe, LLC and Knowledge Universe, Inc.) controls 71.8% of the voting power of our stock and can control all matters submitted to our stockholders and its interests may be different from yours.

Krest, LLC owns 8,810,000 shares of Class A Common Stock, 3,844,200 shares of Class B Common Stock, and 47,234 shares of our Series A Preferred Stock, which combined represents approximately 71.8% of the voting power of our outstanding common and preferred stock. The Class A Common Stock entitles its holders to one vote per share, and the Class B Common Stock entitles its holders to ten votes per share, on all matters submitted to a vote of our stockholders, including the election of the members of the Board of Directors. Holders of Series A Preferred Stock are entitled to 145 votes per share, which equals the number of whole shares of Class A Common Stock into which one share of Series A Preferred Stock is convertible. Accordingly, Krest, LLC will be able to determine the disposition of all matters submitted to a vote of our stockholders, including mergers, transactions involving a change in control and other corporate transactions and the terms thereof. In addition, Krest, LLC will be able to elect all of our directors. This control by Krest, LLC could materially adversely affect the market price of the Class A Common Stock or delay or prevent a change in control of our company.

Krest, LLC was formed by Lawrence J. Ellison, Michael R. Milken and Lowell J. Milken to build, through a combination of internal development and acquisitions, leading companies in a broad range of areas relating to career management, technology and education and the improvement of individual and corporate performance. Krest, LLC may form, invest in or acquire other businesses which are involved in these and related areas, among others, which businesses may be operated under the direct or indirect control of Krest, LLC independently of us. Potential conflicts of interest between Krest, LLC and us may arise and may not be resolved in our favor. These potential conflicts of interest include competitive business activities, indemnity arrangements, registration rights, sales or distributions by Krest, LLC of our Class A Common Stock, Class B Common Stock or Series A Preferred Stock and the exercise by Krest, LLC of its ability to control our management and affairs. This control and the potential conflicts of interest it creates could adversely affect our future prospects and results of operations.

We were formed in February 1997 by entities which were under the direct or indirect control of Lawrence J. Ellison, Michael R. Milken and Lowell J. Milken. After our formation, ownership of our common stock originally held by our founding entities was transferred to Krest, LLC. Lawrence J. Ellison, Michael R. Milken and Lowell J. Milken may each be deemed to have the power to control Krest, LLC. As a result, Lawrence J. Ellison, Michael R. Milken and Lowell J. Milken may each be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any shares of common stock owned by Krest, LLC.

We have a history of losses and there is no assurance that we can achieve or sustain profitability in the future.

Since our inception in February 1997, we have incurred, on an historical basis, net losses of $3.0 million and $17.2 million for the years ended December 31, 1997 and 1998, respectively, and net losses of $24.0 million, $117.5 million, and $2.3 million for the years ended December 31, 2000, 2001, and 2004, respectively.

Currently, we have no business operations and are not profitable. There is no assurance that even if we are able to acquire business operations that we will be profitable in the future.

Our stock price may be volatile and you could lose all or part of your investment.

We expect that the market price of our common stock will be volatile. Stock prices have risen and fallen in response to a variety of factors, including:

	•		quarter-to-quarter variations in operating results; and
	•		market conditions in the economy as a whole.

The market price for our common stock may also be affected by our ability to meet investors’ or securities analysts’ expectations. Any failure to meet these expectations, even slightly, may result in a decline in the market price of our common stock. Furthermore, because our common stock has limited volume, the stock

price may be subject to extreme volatility based on a limited number of transactions. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market prices of securities issued by many companies for reasons unrelated to the operating performance of these companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If similar litigation were instituted against us, it could result in substantial costs and a diversion of our management’s attention and resources.

Provisions in our charter documents and Delaware law may delay or prevent an acquisition of us, which could decrease the value of our common stock.

Provisions of our certificate of incorporation and bylaws and provisions of Delaware law could delay, defer or prevent an acquisition or change of control of us or otherwise decrease the price of our common stock. These provisions include:

	•		authorizing our board of directors to issue additional preferred stock;
	•		prohibiting cumulative voting in the election of directors;
	•		limiting the persons who may call special meetings of stockholders;
	•		prohibiting stockholder actions by written consent; and
	•		establishing advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We are not currently exposed to changes in interest rates because we do not have any borrowings that have variable rates.

Foreign Currency Risk

We are not currently exposed to foreign currency risk because we do not currently have business operations and related sales and expenses.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its President and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

On May 19, 2005, an annual meeting of the stockholders of Nextera was held in Boston, Massachusetts. At the meeting, each director that was a member of the Board of Directors immediately prior to the Annual Meeting was re-elected. Michael P. Muldowney was newly elected to the Board of Directors. The matters voted upon and the votes cast at the annual meeting were as follows:

Election of Directors		Votes For				Votes Withheld
Ralph Finerman			69,483,506				1,560,752
Steven B. Fink			69,700,481				1,343,777
Keith D. Grinstein			69,600,973				1,443,285
Alan B. Levine			69,601,463				1,442,795
Stanley E. Maron			69,491,283				1,552,975
Michael P. Muldowney			69,705,073				1,339,185
Richard V. Sandler			69,492,083				1,552,175

Broker

Other Matters Voted Upon

For

Votes Against

Abstentions

Non-Votes

Ratification of the selection of Ernst & Young LLP as the independent auditors for the fiscal year ending December 31, 2005.

70,601,290

301,178

141,790

—

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

	31		Rule 13a-14(a)/15(d)-14(a) Certification
	32		Section 1350 Certification

(b) Reports on Form 8-K

1.

A Current Report on Form 8-K filed on April 26, 2005 regarding a press release issued with financial information for the first quarter ended March 31, 2005.

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.