-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HSACyfqMTgywGLt56XuQsuibDQ6QwMzUAoxG7Aoyg7733spcunvIuUE9++lxWWO/ fYY3oJctb6H+gafkXFkUjQ== 0000909518-99-000271.txt : 19990503 0000909518-99-000271.hdr.sgml : 19990503 ACCESSION NUMBER: 0000909518-99-000271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990428 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GIGA INFORMATION GROUP INC CENTRAL INDEX KEY: 0000948263 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 061422860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21529 FILM NUMBER: 99606057 BUSINESS ADDRESS: STREET 1: 1 LONG WATER CIRCLE STREET 2: BLDG 1400 W CITY: NORWELL STATE: MA ZIP: 02061 BUSINESS PHONE: 7819829500 MAIL ADDRESS: STREET 1: ONE LONGWATER CIRCLE CITY: NORWELL STATE: MA ZIP: 02061 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 1999 GIGA INFORMATION GROUP, INC. ---------------------------- Exact name of registrant as specified in its charter Delaware File No. 0-21529 06-1422860 -------- ---------------- ---------- (State or other (Commission (I.R.S. Employer jurisdiction or File Identification organization) Number) Number) One Longwater Circle, Norwell, MA 02061 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 982-9500 -------------- Not Applicable ------------------------------------------------------------- (former name or former address, if changed since last report) NY2:\446411\01\9KGB01!.DOC\47954.0001 Item 5. Other Events Filed herewith is a copy of the Giga Information Group, Inc. (the "Company") Press Release, dated April 28, 1999, announcing its results of operations for the three months ended March 31, 1999. All normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results of operations for the periods presented have been included. The nature of the Company's business is such that the results for any interim period are not necessarily indicative of the results for an entire fiscal year or any other interim period. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of business acquired: Not applicable. (b) Pro Forma financial information: Not applicable. (c) Exhibit: (99) Press Release, dated April 28, 1999 2 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 hereunto duly authorized. GIGA INFORMATION GROUP, INC. By: /s/ Daniel M. Clarke ------------------------------------ Daniel M. Clarke Senior Vice President and Chief Financial Officer Date: April 30, 1999 3 GIGA INFORMATION GROUP, INC. FORM 8-K CURRENT REPORT EXHIBIT INDEX Exhibit No. Description - ----------- ----------- (99) Press Release, dated April 28, 1999 4 EX-99 2 FOR IMMEDIATE RELEASE FOR INFORMATION CONTACT: DANIEL M. CLARKE Chief Financial Officer Giga Information Group One Longwater Circle Norwell, Massachusetts 02061 1 (781) 982-9500 Fax: 1 (781) 871-4098 dclarke@gigaweb.com GIGA INFORMATION GROUP REPORTS FIRST QUARTER RESULTS TOTAL REVENUES UP 40 PERCENT; CONTINUOUS INFORMATION SERVICES REVENUES UP 52 PERCENT; ANNUALIZED VALUE INCREASES 54 PERCENT CAMBRIDGE, Mass. (April 28, 1999) -- Giga Information Group, Inc. (NASDAQ: GIGX) today announced that revenues for the first quarter ended March 31, 1999 increased 40 percent to $11.9 million from $8.6 million in the same period of 1998. Revenues from continuous information services for the first quarter of 1999 increased 52 percent to $10.4 million from $6.8 million in the same period last year. The net loss for the first quarter of 1999 decreased to $3.6 million, or $0.36 per share, from $3.8 million, or $1.81 per share, in the first quarter of 1998. Annualized Value* at March 31, 1999 was $45.5 million versus $29.5 million at March 31, 1998, representing a 54 percent increase year-over-year. "While results in the first quarter of 1999 reflect some slowing in revenue and AV growth, the likelihood of which we have previously discussed, our absolute growth was strong," said Gideon I. Gartner, Chairman and CEO. "We remain cautiously optimistic that, after this year of transition for Giga and its industry sector, we will continue to outperform the sector. The first quarter was impacted by the reorganization of Giga's sales force, a slowdown in sales of its Y2K (more) Giga Information Group Announces First Quarter 1999 Results 2-2-2 offering, and continuing competitive pressure, which I believe is affecting all the major advisory companies. We are making good progress in the search for a new company CEO." ABOUT GIGA INFORMATION GROUP Giga Information Group, founded by industry leader Gideon I. Gartner, delivers technology and management advice to IT decision-makers via innovative research processes and a leading-edge Web interface. Giga's research focus is on helping companies integrate their businesses with the Internet; it also covers issues pertaining to the computing, telecommunications and related industries. Giga began providing its services in April 1996, and now has a global client base exceeding 950 organizations and over 14,000 individuals. Its enterprise clients include IT decision-makers who sell technology, who use technology, and who invest in technology. Headquartered in Cambridge, Massachusetts, Giga has 10 other offices covering the Americas and Europe. Giga is also represented by distributors in other areas of the world. The Company's Web site can be accessed at http://www.gigaweb.com. The Company's logo with the name "Giga Information Group" is a registered trademark of Giga Information Group, Inc. *The Company defines Annualized Value as the cumulative annualized subscription value of the Company's continuous information services contracts in effect at any given point in time. # # # Statements that are not historical fact may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements, including those concerning the Company's expectations, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward looking statements. In evaluating such statements as well as the future prospects of the Company, specific consideration should be given to various factors including the following: the Company's prior losses and anticipation of future losses; the Company's need to attract and retain qualified personnel; the Company's dependence on sales and renewals of subscription-based services; the Company's ability to achieve and sustain high renewal rates; the Company's ability to manage and sustain growth; the Company's future capital needs and the risks of working capital deficiency; the Company's dependence on key personnel; competition; the risks associated with the development of new services and products; the potential for significant fluctuations in quarterly operating results; continued market acceptance and demand for Giga services; uncertainties relating to proprietary rights; the Company's dependence on the Internet infrastructure; the risk of system failure; the risks related to content; the risks associated with international operations; and other risks as detailed from time-to-time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements as a result of new information, unanticipated events, or otherwise. GIGA INFORMATION GROUP, INC.
CONSOLIDATED OPERATING RESULTS (IN THOUSANDS, EXCEPT SHARE AND QUARTER ENDED MARCH 31, PER SHARE DATA) --------------------------------- (UNAUDITED) % 1999 1998 CHANGE ----------- ----------- -------- REVENUES: Continuous Information Services $ 10,354 $ 6,804 52% Other, principally events 1,586 1,748 -9% ----------- ----------- Total revenues 11,940 8,552 40% ----------- ----------- COSTS AND EXPENSES: Cost of services 5,940 4,462 33% Sales and marketing 6,782 5,781 17% Research and development 254 339 -25% General and administrative 2,118 1,352 57% Depreciation and amortization 379 385 -2% ----------- ----------- Total costs and expenses 15,473 12,319 26% ----------- ----------- LOSS FROM OPERATIONS (3,533) (3,767) -6% ----------- ----------- INTEREST INCOME 254 37 n.a. INTEREST EXPENSE (37) (86) -57% FOREIGN EXCHANGE GAIN/(LOSS) (244) (16) n.a. ----------- ----------- LOSS FROM OPERATIONS BEFORE INCOME TAXES (3,560) (3,832) -7% INCOME TAX (BENEFIT) CHARGE 42 4 n.a. ----------- ----------- NET LOSS $ (3,602) $ (3,836) -6% =========== =========== RESULTS PER COMMON SHARE: HISTORICAL - BASIC AND DILUTED: NET LOSS $ (0.36) $ (1.81) -80% =========== =========== WEIGHTED AVERAGE NUMBER OF SHARES (NOTE 1.) 9,955,957 2,115,837 n.a. =========== ===========
GIGA INFORMATION GROUP, INC. NOTES TO CONSOLIDATED OPERATING RESULTS NOTE 1. COMPONENTS OF WEIGHTED AVERAGE COMMON SHARES:
QUARTER ENDED QUARTER ENDED MARCH 31, 1999 MARCH 31, 1998 ------------------------ ------------------------- Weighted Weighted Actual Average Actual Average ----------- ----------- ------------ ----------- Shares issued and outstanding at beginning of period 9,943,502 9,943,502 2,093,107 2,093,107 Shares issued from exercise of warrants 12,666 7,681 - - Shares issued from exercise of stock options 13,268 4,774 31,035 22,730 ----------- ----------- ------------ ----------- Total (a) 9,969,436 9,955,957 2,124,142 2,115,837 =========== =========== ============ ===========
(a) Historic amounts reported for actual and weighted average outstanding shares for March 31, 1998 are not inclusive of 3,000,000 shares issued pursuant to the Company's Initial Public Offering of Common Stock in July 1998 and conversion of all of the Company's outstanding Preferred Stock into 4,686,784 shares of Common Stock upon closing of the offering in August 1998. GIGA INFORMATION GROUP, INC.
CONSOLIDATED BALANCE SHEET DATA (IN THOUSANDS, EXCEPT SHARE DATA) MARCH 31, DECEMBER 31, 1999 1998 -------------- --------------- ASSETS Cash, cash equivalents and marketable securities $ 20,160 $ 21,057 Accounts receivable, net 9,296 15,017 Total current assets 38,833 45,591 Property and equipment, net 4,170 3,430 Total assets 43,194 49,213 LIABILITIES AND STOCKHOLDERS' EQUITY Deferred revenues $ 27,978 $ 29,470 Debt, current portion 481 461 Total current liabilities 36,407 39,363 Total liabilities 36,723 39,807 Total stockholders' equity 6,471 9,406 Total liabilities and stockholders' equity 43,194 49,213 COMMON STOCK ISSUED AND OUTSTANDING 9,969,436 9,943,502
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