<PAGE>   1
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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, 2000

                                       OR

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

                For the transition period from ______ to _______


                         Commission File Number 0-25995


                            NEXTERA ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

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


                  One Cranberry Hill, Lexington, Massachusetts
                  02421 (Address of principal executive office,
                               including zip code)

                                 (781) 778-4400
              (Registrant's telephone number, including area code)

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

                                 Yes [X] No [ ]

     As of October 31, 2000 there were 31,270,789 shares of $.001 par value
Class A Common Stock outstanding and 3,848,560 shares of $.001 par value Class B
Common Stock outstanding.


================================================================================

<PAGE>   2

                            NEXTERA ENTERPRISES, INC.
                          Quarterly Report on Form 10-Q
                    for the Quarter Ended September 30, 2000

                                      INDEX

PART I. FINANCIAL INFORMATION

                                                                        PAGE NO.
     Item 1. Financial Statements

             Consolidated Balance Sheets as of September 30, 2000
               and December 31, 1999                                       3

             Consolidated Statements of Operations for the
               Three Months Ended September 30, 2000 and 1999              4

             Consolidated Statements of Operations for the
               Nine Months Ended September 30, 2000 and 1999               5

             Consolidated Statements of Cash Flows for the
               Nine Months Ended September 30, 2000 and 1999               6

             Notes to Consolidated Financial Statements                    7

     Item 2. Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                  10

     Item 3. Quantitative and Qualitative Disclosures About Market Risk   16


PART II. OTHER INFORMATION

     Item 5. Other Information                                            16

     Item 6. Exhibits and Reports on Form 8-K                             17

             Signatures                                                   18






                                       2

<PAGE>   3


                        PART I - - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                            NEXTERA ENTERPRISES, INC.

                           CONSOLIDATED BALANCE SHEETS

                        (In thousands, except share data)


                                       SEPTEMBER 30, 2000   DECEMBER 31, 1999(1)
                                       ------------------   -------------------
                                           (unaudited)
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                 $  1,361             $  7,011
   Accounts receivable, net of allowance
     for doubtful accounts of $3,206 at
     September 30, 2000 and $953 at
     December 31, 1999                         44,264               38,930
   Costs and estimated earnings in
     excess of billings                         3,023                7,092
   Due from affiliates                              3                  156
   Due from officers                               98                   93
   Prepaid expenses and other current
     assets                                    14,384                2,460
                                             --------             --------
     Total current assets                      63,133               55,742
Property and equipment, net                    12,921               10,587
Intangible assets, net of accumulated
  amortization of $10,779 at
  September 30, 2000 and $6,700 at
  December 31, 1999                           160,719              155,800
Other assets                                   10,836                4,633
                                             --------             --------
     Total assets                            $247,609             $226,762
                                             ========             ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses     $ 19,360             $ 19,512
   Notes payable to bank                          275                  248
   Deferred revenue                             1,616                1,505
   Senior credit facility                      46,021                   --
   Due to affiliates                              752                  752
   Current portion of long-term debt and
     capital lease obligations                  3,202                  690
                                             --------             --------
     Total current liabilities                 71,226               22,707
Long-term debt and capital lease
  obligations                                   3,346                4,021
Senior credit facility                             --               22,946
Debentures due to affiliates                   29,831               29,831
Other long-term liabilities                     1,666                1,200
Stockholders' equity:
   Preferred Stock, $0.001 par value,
     10,000,000 shares authorized,
     no shares issued and outstanding              --                   --
   Exchangeable shares, no par value,
     2,500,000 shares authorized,
     0 and 197,813 shares issued and
     outstanding at September 30, 2000
     and December 31, 1999                         --                  495
   Class A Common Stock, $0.001 par value,
     75,000,000 shares authorized, 31,396,789
     and 30,633,049 shares issued at
     September 30, 2000 and December 31, 1999      31                   31
   Class B Common Stock, $0.001 par value,
     4,300,000 shares authorized, 3,848,560
     and 4,274,630 shares issued and
     outstanding at September 30, 2000
     and December 31, 1999                          4                    4
   Additional paid-in capital                 163,430              162,299
   Treasury Stock, at cost, 126,000 shares
     Class A Common Stock at
     September 30, 2000                          (834)                  --
   Retained earnings (deficit)                (21,017)             (17,105)
   Accumulated other comprehensive income         (74)                 333
                                             --------             --------
     Total stockholders' equity               141,540              146,057
                                             --------             --------
     Total liabilities and stockholders'
       equity                                $247,609             $226,762
                                             ========             ========


(1)  Derived from audited financial statements as of December 31, 1999.

                 See Notes to Consolidated Financial Statements

                                       3


<PAGE>   4



                            NEXTERA ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

               (In thousands, except per share amounts; unaudited)



                                            THREE MONTHS         THREE MONTHS
                                               ENDED                ENDED
                                         SEPTEMBER 30, 2000   SEPTEMBER 30, 1999
                                         ------------------   ------------------

Net revenues                                  $ 35,805             $40,094
Cost of revenues                                25,492              22,755
                                              --------             -------
     Gross profit                               10,313              17,339
Selling, general and
  administrative expenses                       17,268              11,531
Amortization expense                             1,362               1,243
                                              --------             -------
     Income (loss) from operations              (8,317)              4,565
Interest and other expense, net                 (2,132)             (1,222)
                                              --------             -------
     Income (loss) before income taxes         (10,449)              3,343
Provision (Benefit) for income taxes            (4,208)                 --
                                              --------             -------
     Net income (loss)                        $ (6,241)              3,343
                                              ========             =======

Net income (loss) per common share, basic     $  (0.18)            $  0.10
                                              ========             =======

Net income (loss) per common share, diluted   $  (0.18)            $  0.09
                                              ========             =======

Weighted average common shares
  outstanding, basic                            35,114              35,032
                                              ========             =======

Weighted average common shares
  outstanding, diluted                          35,114              35,359
                                              ========             =======



                 See Notes to Consolidated Financial Statements







                                       4


<PAGE>   5


                            NEXTERA ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

               (In thousands, except per share amounts; unaudited)



                                             NINE MONTHS          NINE MONTHS
                                                ENDED                ENDED
                                         SEPTEMBER 30, 2000   SEPTEMBER 30, 1999
                                         ------------------   ------------------

Net revenues                                  $126,807             $112,758
Cost of revenues                                76,700               63,737
                                              --------             --------
     Gross profit                               50,107               49,021
Selling, general and administrative expenses    44,896               32,279
Amortization expense                             4,079                3,433
Special charges                                  1,870                6,089
                                              --------             --------
     Income (loss) from operations                (738)               7,220
Interest and other expense, net                 (5,660)              (7,596)
                                              --------             --------
     Loss before income taxes                   (6,398)                (376)
Provision (benefit) for income taxes            (2,497)                   2
                                              --------             --------
     Net loss                                 $ (3,901)            $   (378)
                                              ========             ========

Net loss per common share, basic and diluted  $  (0.11)            $  (0.01)
                                              ========             ========

Weighted average common shares outstanding,
   basic and diluted                            35,129               28,303
                                              ========             ========




                 See Notes to Consolidated Financial Statements








                                       5
<PAGE>   6



                            NEXTERA ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            (In thousands, unaudited)



                                          NINE MONTHS            NINE MONTHS
                                             ENDED                   ENDED
                                       SEPTEMBER 30, 2000     SEPTEMBER 30, 1999
                                       ------------------     ------------------

Cash flows from operating activities:
  Net loss                                  $  (3,901)             $   (378)
  Adjustments to reconcile net loss to
     net cash provided by (used in)
     operating activities:
    Depreciation and amortization               7,283                 5,690
    Non-cash compensation charges                  --                 6,031
    Change in operating assets and
      liabilities, net of effect
      of acquired businesses:
      Accounts receivable                      (9,587)               (5,483)
      Due from affiliate                          153                   211
      Due to affiliate                             (3)                 (725)
      Prepaid expenses and other
        assets                                 (6,124)                2,021
      Accounts payable and accrued expenses    (6,212)                1,091
      Costs and estimated earnings in excess
        of billings                             4,069                (2,481)
      Deferred revenue                            111                   273
      Other                                       450                  (692)
                                            ---------              --------
        Net cash provided by (used in)
          operating activities                (13,761)                5,558
                                            ---------              --------

Cash flows from investing activities:
  Purchase of property and equipment           (5,520)                (3,678)
  Acquisition of businesses, net of
    cash acquired                              (8,205)               (14,007)
  Other investments                              (415)                    --
                                            ---------               --------
        Net cash used in investing
          activities                          (14,140)               (17,685)
                                            ---------               --------

Cash flows from financing activities:
  Proceeds from issuance of Class A and
    Class B Common Stock                          636                103,722
  Due from officers                                --                    387
  Borrowings (repayments) under notes
    payable to bank                            23,102                 15,704
  Borrowings under bridge loan payable             --                  2,000
  Repayments of bridge loan payable                --                (79,564)
  Repayment of debentures due to affiliates        --                (25,607)
  Repurchases of Class A Common Stock            (834)                    --
  Repayments of long-term debt and capital
    lease obligations                            (263)                  (721)
                                            ---------               --------
        Net cash provided by financing
          activities                           22,641                 15,921
                                            ---------               --------
  Effects of exchange rates on cash
    and cash equivalents                         (390)                    --
                                            ---------               --------
  Net increase (decrease) in cash
    and cash equivalents                       (5,650)                 3,794
  Cash and cash equivalents at
    beginning of period                         7,011                  1,496
                                            ---------               --------
  Cash and cash equivalents at
    end of period                           $   1,361               $  5,290
                                            =========               ========

Supplemental disclosure of cash
  flow information:
  Cash paid during the period for interest  $   4,005               $  6,957
                                            =========               ========
  Cash paid during the period for
    income taxes                            $   4,471               $     --
                                            =========               ========


                 See Notes to Consolidated Financial Statements




                                       6




<PAGE>   7



                            NEXTERA ENTERPRISES, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1. BASIS OF PRESENTATION

     The accompanying financial statements of Nextera Enterprises, Inc.
("Nextera" or the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three- and nine-month periods ended September 30, 2000 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2000.

     The consolidated balance sheet as of December 31, 1999 has been derived
from the consolidated financial statements at that date but does not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.

     These financial statements should be read in conjunction with the financial
statements and notes thereto, together with management's discussion and analysis
of financial condition and results of operations, contained in the Company's
Annual Report on Form 10-K filed by the Company with the Securities and Exchange
Commission on March 30, 2000.

ACQUISITIONS

     The Company has used the purchase method of accounting for all
acquisitions. Operating results of acquired companies have been included in the
Company's results of operations only from the date of each respective
acquisition. Allocation of purchase price for these acquisitions was based upon
estimates of the fair value of the net assets acquired and, in certain
instances, is subject to adjustments based upon finalization of the purchase
price allocation. The Company does not expect that the aggregate purchase price
allocation adjustments will be material.

2000

     Effective January 1, 2000, the Company acquired substantially all of the
assets and certain liabilities of Cambridge Economics, Inc. ("Cambridge
Economics"), a Massachusetts-based consulting firm that provides strategic,
economic and business transformation and other services to a diverse group of
domestic and international clients. Cambridge Economics was acquired for $8.4
million of cash and a $2.1 million promissory note.

1999

     Effective September 30, 1999, the Company, through Sibson AP, LLC, a newly
formed acquisition subsidiary of the Company, acquired substantially all of the
assets of SCCAP Pty Limited ("SCCAP"). SCCAP, an Australian human resources
consulting firm, was acquired for $1.7 million in cash.




                                       7

<PAGE>   8

     Effective June 1, 1999, the Company acquired substantially all of the
assets and certain liabilities of The Economics Resource Group, Inc. ("ERG"), a
Massachusetts-based consulting firm that provides economic and strategic
services primarily to energy and other regulated industries. ERG was acquired
for $9.6 million of cash and a $2.4 million promissory note.

     Effective May 18, 1999, the Company acquired NeoEnterprises, Inc.
("NeoEnterprises"), a Connecticut-based electronic commerce, or "e-commerce,"
consulting and development company. NeoEnterprises was acquired for 170,000
shares of Class A Common Stock and was merged into Neonext LLC ("Neonext"), a
newly-formed acquisition subsidiary of the Company, as a part of the
acquisition.

     Effective January 29, 1999, the Company acquired The Alexander Corporation
Limited ("Alexander"), a United Kingdom-based human resources consulting firm.
Alexander was acquired for (pound)360,000 (approximately $590,000 as of January
29, 1999) and 150,000 shares of Class A Common Stock.

Note 2. EARNINGS (LOSS) PER SHARE

     Basic net income (loss) per share ("Basic EPS") is computed by dividing net
income by the weighted average number of common shares outstanding. Diluted net
income (loss) per common share ("Diluted EPS") is computed by dividing net
income by the weighted average number of common shares and dilutive common share
equivalents then outstanding.

     Basic and diluted earnings (loss) per share were calculated as follows:

               (In thousands, except per share amounts; unaudited)

<TABLE>
<CAPTION>


                                                    THREE MONTHS ENDED             NINE MONTHS ENDED
                                                SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                                    2000          1999           2000            1999
                                                -------------  -------------  -------------  -------------

<S>                                          <C>            <C>            <C>             <C>

Net income (loss)                                 $  (6,241)      $ 3,343      $ (3,901)      $    (378)
                                                  =========       =======      ========       =========
Weighted average common shares
   outstanding - basic
                                                     35,114        35,032        35,129          28,303
Dilutive effect of options and warrants                  --           327            --              --
                                                  ---------       -------      --------       ---------
Weighted average common shares
   outstanding - diluted
                                                     35,114        35,359        35,129          28,303
                                                  =========       =======      ========       =========

Basic net income (loss) per common share          $   (0.18)      $  0.10      $  (0.11)      $   (0.01)
                                                  =========       =======      ========       =========
Diluted net income (loss) per common  share       $   (0.18)      $  0.09      $  (0.11)      $   (0.01)
                                                  =========       =======      ========       =========
</TABLE>




                                       8


<PAGE>   9


Note 3. COMPREHENSIVE INCOME (LOSS)

     Comprehensive income combines net income (loss) and "other comprehensive
items," which represents certain amounts that are reported as components of
stockholders' equity in the accompanying balance sheet, including foreign
currency translation adjustments and unrealized net of tax gains and losses on
available-for-sale investments. During the third quarter of 2000 and 1999, the
Company's comprehensive income (loss) totaled a loss of $6.4 million and income
of $3.3 million, respectively. For the nine months of 2000 and 1999, the
Company's comprehensive loss totaled $4.3 million and $0.4 million,
respectively.

Note 4. RECENT ACCOUNTING PRONOUNCEMENT

     In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" ("SAB No. 101"). SAB No. 101, as
amended, summarizes certain of the SEC staff's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
The Company will adopt the accounting provisions of SAB No. 101 in the fourth
quarter of 2000. The Company does not believe that the implementation of SAB No.
101 will have a significant effect on its results of operations.














                                       9
<PAGE>   10



                            NEXTERA ENTERPRISES, INC.

Item 2.

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

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

     Forward-looking statements are based on many factors that may be outside
our control, causing actual results to differ materially from those suggested.
These factors include, but are not limited to, those disclosed in the Company's
filings with the Securities and Exchange Commission, which include risks
associated with: our limited combined operating history; our history of losses
and the possibility that we may not be able to attain or increase profitability;
uncertainties concerning the growth rate for commerce on the Internet; our
ability to attract and retain skilled consultants; our ability to successfully
integrate recent acquisitions; and voting control held by a single large
stockholder whose interests may be different than those of other stockholders.
Additional risks relating to the continued quotation of our Class A common stock
on the Nasdaq National Market System are contained in Item 5 of Part II. New
factors emerge from time to time, and it is not possible for us to predict all
these factors nor can we assess the impact of these factors on our business or
the extent to which any factor or combination of factors may cause actual
results to differ materially from those contained in any forward-looking
statements. Given these risks and uncertainties, you should not place undue
reliance on forward-looking statements as a prediction of actual results.

OVERVIEW

     Nextera Enterprises, Inc. is a provider of consulting services and
integrated Internet solutions. Our end-to-end professional service offerings
encompass business and digital strategy, customer relationship management,
economic analysis, organizational and process design and Internet technology
consulting to both innovative Fortune 500 as well as emerging companies. The
breadth of our practice portfolio allows us to assist clients in achieving
enhanced business performance, building new businesses, entering new markets and
redefining the way in which their existing work is conducted. We do this by
utilizing proprietary econometric modeling tools and capitalizing on our
knowledge of vertical markets.






                                       10
<PAGE>   11


Our practice portfolio includes:

-    Strategy and Research Services. This practice provides economic analyses of
     business conditions, pricing models, relevant business frameworks, business
     practices and litigation support. Through this practice we also assist
     senior management in proactively developing electronic business strategies
     and implementing business plans.

-    Human Capital Services. This practice assists clients in implementing
     organizational and strategic changes through all levels of an organization.
     In addition, this practice also helps organizations solve complex
     operational issues through major business transformation programs,
     redesigned business processes and best practices adaptation.

-    Interactive Technology Consulting Services. This practice applies emerging
     web-based technologies ranging from business and technical architecture, to
     creative consulting to applications development, implementation and
     hosting. Our breadth of expertise enables us to deliver services from
     across each of our service offerings on a stand alone or combined basis and
     offers our clients creative Internet solutions.

     During the second quarter of 2000, we began the development of certain new
service offerings. These offering seek to leverage and expand our core
competencies and include:

-    Capital Services. A service offering which focuses on private equity
     investors. This practice has initiated four assignments exceeding $1
     million each from portfolio company investments of Nextera's private equity
     clients.

-    Accelerated Transformation. A service offering which combines Nextera's
     core competencies in strategy, marketing, people and technology consulting
     to build integrated, end-to-end solutions for large-scale business
     transformation.

-    E-pay. An e-business compensation program for configuring e-business
     organizations, designing capital structure and equity incentives, and
     deploying rewards and performance management systems.

-    Turnover Reduction. A service uncovering the true costs of turnover and the
     return on retention investments.

-    Nexcel. A web-based organizational assessment tool that quickly collects
     and analyzes employee data about the behaviors that drive an organization's
     ability to compete in the New Economy.

     In addition to the practice areas and service offerings noted above, we
have made selective minority investments in independently managed companies that
we believe are well positioned to take advantage of opportunities created by the
Internet. We have co-invested in these companies with other well-known
early-stage investors. We believe that our relationships with Knowledge
Universe, Inc. and its affiliates, coupled with the broad based expertise
resident in our consulting practices, allow us access to early-stage investment
opportunities and the ability to focus our investment capital in the most
promising of those entities.






                                       11
<PAGE>   12

     We provide our services across a broad spectrum of industries, including
communications, consumer products, diversified services, energy, entertainment,
financial services, government, health care, insurance, manufacturing, media,
retail and technology. Our clients principally consist of Fortune 500 and other
multinational companies.

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2000 AND THREE MONTHS ENDED
SEPTEMBER 30, 1999

     Net Revenues. Net revenues decreased 10.7% to $35.8 million for the three
months ended September 30, 2000 from $40.1 million for the three months ended
September 30, 1999. This decrease was primarily attributable to a decrease in
Interactive Technology Consulting Services revenues, offset in part by the
inclusion of revenues generated by SCCAP, which was acquired September 30, 1999
and Cambridge Economics, which was acquired January 1, 2000. The decrease in
revenues from Interactive Technologies Consulting Services primarily resulted
from an industry wide decline in demand for information technology consulting
services as many Global 2000 entities are readdressing their Internet technology
needs, resulting in longer sales cycles. The Company expects that this decreased
demand level will continue at least for the balance of the year and that its
fourth quarter revenues will approximate those recorded in the third quarter.

     Gross Profit. Gross profit decreased 40.5% to $10.3 million for the three
months ended September 30, 2000 from $17.3 million for the three months ended
September 30, 1999. Gross margin as a percentage of sales decreased to 28.8% for
the three months ended September 30, 2000 from 43.2% for the three months ended
September 30, 1999. The decrease in gross margin was due primarily to decreased
chargeability from Interactive Technology Consulting Services as a result of the
decline in demand for services in this practice area.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 49.8% to $17.3 million for the three months
ended September 30, 2000 from $11.5 million for the three months ended September
30, 1999. As a percentage of revenues, such expenses increased to 48.2% for the
three months ended September 30, 2000 from 28.8% for the three months ended
September 30, 1999. The increase in spending principally reflects higher
spending in sales and marketing activities as the Company seeks to support
certain new service offerings, the inclusion of bad debt provision in the
quarter of approximately $2.0 million for potential write offs, as well as the
incremental costs associated with acquired entities.

     Interest and Other Expense, Net. Interest and other expense, net increased
to $2.1 million for the three months ended September 30, 2000 from $1.2 million
for the three months ended September 30, 1999. The increase principally related
to borrowings incurred in connection with acquisitions, as well as debt incurred
to finance working capital needs.

     Special Charges. As a result primarily of the reduction in demand for
technology services, the Company initiated a restructuring in the fourth quarter
of 2000, resulting in a reduction of workforce totaling 114 consulting and
administrative personnel, principally in the Interactive Technology Consulting
Services practice area. The Company will record a restructuring charge of $1.5
to $2.0 million in the fourth quarter, primarily for severance, as a result of
this workforce reduction. Additionally, the




                                       12
<PAGE>   13

company expects to incur a charge of approximately $5.0 million in the fourth
quarter of 2000 as a special one time incentive-related expense.

     Income tax expense. The Company recorded an income tax benefit of $4.2
million, or 40.3% of pretax loss for the three months ended September 30, 2000.
The provision varies from the statutory rate primarily due to state income taxes
and the unfavorable impact of nondeductible goodwill amortization.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2000 AND NINE MONTHS ENDED
SEPTEMBER 30, 1999

     Net Revenues. Net revenues increased 12.5% to $126.8 million for the nine
months ended September 30, 2000 from $112.8 million for the nine months ended
September 30, 1999. This increase was primarily attributable to the inclusion of
revenues generated by ERG, which was acquired effective June 1, 1999, SCCAP,
which was acquired September 30, 1999 and Cambridge Economics, which was
acquired January 1, 2000.

     Gross Profit. Gross profit increased 2.2% to $50.1 million for the nine
months ended September 30, 2000 from $49.0 million for the nine months ended
September 30, 1999. Gross margin as a percentage of sales decreased to 39.5% for
the nine months ended September 30, 2000 from 43.5% for the nine months ended
September 30, 1999, primarily due to decreased chargeability from Interactive
Technology Consulting Services as a result of the decline in demand for services
in this practice area.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 39.1% to $44.9 million for the nine months
ended September 30, 2000 from $32.3 million for the nine months ended September
30, 1999. As a percentage of revenues, such expenses increased to 35.4% for the
nine months ended September 30, 2000 from 28.6% for the nine months ended
September 30, 1999. The increase in spending principally reflects higher
spending in sales and marketing activities as the Company seeks to support
certain new service offerings, as well as the incremental costs associated with
acquired entities.

     Interest and Other Expense, Net. Interest and other expense, net decreased
to $5.7 million for the nine months ended September 30, 2000 from $7.6 million
for the nine months ended September 30, 1999. This decrease was due primarily to
the repayment of a portion of the Company's outstanding indebtedness with the
proceeds from the Company's initial public offering of Class A Common Stock,
which was completed in May 1999.

     Special Charges. In June 2000, the Company recorded a charge of $1.9
million as a result of severance costs incurred in connection with management
changes at the Company's Interactive Technologies Services Group.

     The Company recorded a non-cash compensation expense of $1.7 million in May
1999, which represented the difference between the fair value of fully-vested
options granted to certain non-stockholder employees of Lexecon on the date of
grant of $10.00 per share, and the $1.50 exercise price of the options.

     In March 1999, the Company granted to certain non-employee consultants of
Lexecon fully-vested options to purchase 445,245 shares of Class A Common Stock
at an exercise price of $14.00 per share. The Company recorded a non-





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cash compensation charge of $4.4 million related to the grant of these options
in the three months ended March 31, 1999.

     Income tax expense. Income tax benefit of $2.5 million, or 39.0% of pretax
income, was recorded for the nine months ended September 30, 2000. The provision
varies from the statutory rate primarily due state income taxes and the
unfavorable impact of nondeductible goodwill amortization. No tax benefit was
recorded during the nine months ended September 30, 1999 due to the Company's
inception to date lack of cumulative profitability.

LIQUIDITY AND CAPITAL RESOURCES

     Consolidated working capital was a deficit of $8.1 million on September 30,
2000, compared with $33.0 million on December 31, 1999. The decrease in working
capital principally relates to the reclassification of the $46.0 million of debt
incurred under the Company's Senior credit facility to current as of September
30, 2000. As a result of the Company's third quarter operating loss, the Company
was not in compliance with certain covenants contained in the senior credit
facility. The Company's lenders have granted a waiver of non-compliance through
December 31, 2000. In connection with this waiver, the lenders are requiring
that Nextera obtain commitments for investments in Nextera's equity or
subordinated debt securities of at least $10.0 million by December 15, 2000 and
an additional $20.0 million by December 29, 2000. The Company will also be
required to deliver approximately $2.4 million in additional funds to the
lenders to collateralize certain letters of credit that will become due in the
fourth quarter of 2000. Prior to December 31, 2000, the terms of the waiver
generally prevent Nextera from incurring capital expenditures in excess of $3.0
million, incurring additional indebtedness, making acquisition and making other
specified investments. The Company is working with its lenders to amend
the senior credit facility to achieve more favorable covenants. However, there
can be no assurances that such negotiations will be successful or that Nextera
will be able to comply with the requirements of the waiver described above. Any
inability to successfully conclude such negotiations or comply with the waiver
conditions could have a material adverse effect on Nextera's results of
operations and financial condition.

     Net cash used in operating activities was $13.8 million for the nine months
ended September 30, 2000. The primary components of net cash used in operating
activities were a net loss of $3.9 million, an increase in prepaid expenses and
other assets of $6.1 million, an increase in accounts receivables of $9.6
million and a decrease of $6.2 million in accounts payable and accrued expenses,
offset in part by depreciation and amortization expense of $7.3 million.

     Net cash used in investing activities was $14.1 million for the nine months
ended September 30, 2000. The primary components of cash used in investing
activities were the acquisition of Cambridge Economics in January 2000, totaling
$8.2 million, net of cash acquired, expenditures of $5.5 million for furniture,
equipment and leasehold improvements and other investments of $0.4 million.

     Net cash provided by financing activities was $22.6 million for the nine
months ended September 30, 2000. The primary components of cash generated from
financing activities were borrowings under notes payable to banks totaling $23.1
million, of which $8.4 million was incurred in connection with acquisitions.







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<PAGE>   15


IMPACT OF YEAR 2000

     Although the date is now past January 1, 2000 and the Company has not
experienced immediate adverse impact from the transition to the Year 2000, we do
not know whether we, our customers or our vendors have been affected in a manner
that is not yet apparent. We will continue to monitor our Year 2000 compliance
and the Year 2000 compliance of our customers and vendors. Due to the general
uncertainty inherent in the Year 2000 problem, especially the uncertainty
regarding the Year 2000 compliance of our customers and vendors, we are unable
to determine at this time whether the Year 2000 problem will have a material
adverse effect on our business, results of operations and financial condition.

     To date we have spent immaterial amounts to comply with requirements
regarding the Year 2000. We believe that we will spend minimal additional
amounts for Year 2000 issues in the foreseeable future. These assessments have
not been independently verified. If we discover Year 2000 errors or defects in
our internal systems, we may have to spend substantial amounts in making
repairs.










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<PAGE>   16



Item 3. Quantitative and Qualitative Disclosures About Market Risks

     Interest Rate Risk

     We are exposed to changes in interest rates primarily from our senior
credit facility. We do not currently use interest rate derivative instruments to
manage exposure to interest rate changes. A hypothetical 100 basis point adverse
move in interest rates along the interest rate yield curve would not have a
material adverse effect on interest sensitive financial instruments at September
30, 2000.

     Foreign Currency Risk

     Currently, the majority of our sales and expenses are denominated in U.S.
dollars and as a result we have not experienced significant foreign exchange
gains and losses to date. While we are conducting some transactions in foreign
currencies during 2000, we do not anticipate that foreign exchange gains or
losses will be significant. We have not engaged in foreign currency hedging
activities to date.


                           PART II. Other Information

Item 5 Other Information.

     Our common stock may be delisted from the Nasdaq National Market, which may
     adversely affect the market for our common stock.

     On September 11, 2000, we were notified that our common stock will be
delisted from the Nasdaq National Market on December 13, 2000, as a result of
our failure to meet the maintenance requirements of the Nasdaq National Market.
Specifically, our common stock had failed to maintain a minimum bid price of
$5.00 over the previous 30 trading days. As a result of this development, we
have entered into negotiations with Nextera Enterprises Holdings, Inc., the
Knowledge Universe subsidiary which holds $30 million of our subordinated debt,
concerning the conversion of all or part of the debt into an equity instrument.
While we believe that the conversion of the debt will satisfy an alternative
maintenance requirement of the Nasdaq National Market, the net tangible assets
test, there can be no assurance that the conversion of the debt into an equity
instrument will meet the maintenance requirements of the Nasdaq National Market,
that we will be able to successfully complete the conversion, or that we will be
able to complete the conversion and obtain Nasdaq approval prior to December 11,
2000, the last day that we can take action without being delisted from the
Nasdaq National Market.

     In the event we are unable to maintain the listing of our Common Stock on
the Nasdaq National Market, we will apply to list our Common Stock on the Nasdaq
SmallCap Market. While we believe that we meet the requirements to have our
common stock listed on the Nasdaq SmallCap Market, there can be no assurance
that our common stock would be approved for listing on the Nasdaq SmallCap
Market. If we are unable to either maintain our listing on the Nasdaq National
Market or be approved for listing on the Nasdaq SmallCap Market, our common
stock would be delisted. The effects of delisting include limited news coverage
and the limited release of the market prices of our common stock. Delisting may
diminish investors' interest in our common stock, restrict the trading market of
our common stock and reduce the price





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<PAGE>   17

for our Common Stock. Delisting may also
restrict us from issuing additional securities or securing additional financing.


Item 6 Exhibits and Reports on Form 8-K

     (a) Exhibits

         10.55    Employment Agreement dated September 30, 2000 between
                  Nextera Enterprises, Inc. and Vincent C. Perro

         10.56    Employment Agreement dated October 24, 2000 between
                  Nextera Enterprises, Inc. and Michael P. Muldowney

         10.57    Employment Agreement dated October 25, 2000 between
                  Nextera Enterprises, Inc. and David Schneider

         27.1     Financial Data Schedule

     (b) Reports on Form 8-K

     No reports on Form 8-K were filed by Nextera during the three months ended
September 30, 2000.










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<PAGE>   18




                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    NEXTERA ENTERPRISES, INC.
                                    (Registrant)


Date:  November 14, 2000            By: /s/ David M. Schneider
                                    -------------------------------------------
                                    David M. Schneider
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


                                    NEXTERA ENTERPRISES, INC.
                                    (Registrant)


Date:  November 14, 2000            By: /s/ Michael P. Muldowney
                                    -------------------------------------------
                                    Michael P. Muldowney
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)








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