-----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, QNYzSonIWdf6sLgg4/V1HPQEd6PZWRwGwFK/jCuLLSUDHdhNB3EL85gALyc+zOrO cvYh+u8ywNQ+y5a7vxPH0g== 0000909518-00-000111.txt : 20000215 0000909518-00-000111.hdr.sgml : 20000215 ACCESSION NUMBER: 0000909518-00-000111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000209 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000214 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: 540710 BUSINESS ADDRESS: STREET 1: 139 MAIN STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6179494900 MAIL ADDRESS: STREET 1: 139 MAIN STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 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) February 9, 2000 ---------------- 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) 139 Main Street Cambridge, MA 02138 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 949-4900 -------------- ------------------------------------------------------------- (former name or former address, if changed since last report) Item 5. Other Events 1. Filed herewith is a copy of the Giga Information Group, Inc. (the "Company") Press Release, dated February 9, 2000, announcing its results of operations for the quarter ended December 31, 1999 and the fiscal year ended December 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. 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 February 9, 2000 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: February 14, 2000 3 GIGA INFORMATION GROUP, INC. FORM 8-K CURRENT REPORT EXHIBIT INDEX Exhibit No. Description - ---------- ----------- (99) Press Release, dated February 9, 2000 4 EX-99 2 GIGA GIGA INFORMATION GROUP ------------------------ YOUR E-BUSINESSS ADVISOR FOR IMMEDIATE RELEASE FOR INFORMATION CONTACT: Investors: Media: Karen Vahouny David Kitchen The Poretz Group Director, Public Relations karen@poretz.com dkitchen@gigaweb.com 1 (703) 506-1778 1 (781) 792-2606 Giga Information Group 139 Main Street Cambridge, MA 02138 www.gigaweb.com 1 (617) 949-4900 GIGA INFORMATION GROUP REPORTS FOURTH QUARTER AND 1999 FINANCIAL RESULTS E-BUSINESS ADVISORY DEMAND GENERATES RECORD REVENUES; QUARTERLY NET LOSS PER SHARE CUT TO $0.32 CAMBRIDGE, Mass. (February 9, 2000) -- Giga Information Group (NASDAQ: GIGX) today announced that continued increased demand for its e-Business research, advisory and consulting services has resulted in record quarterly revenues of $15.2 million for the fourth quarter of 1999. This represents an increase of 23% over the prior year's fourth quarter. The Company also reported a significant decrease in operating losses, from nearly $4.0 million in the fourth quarter of 1998 to $2.9 million in this year's fourth quarter. Robert Weiler, chairman and chief executive officer of Giga Information Group, notes, "This quarter was a bellwether for us, reflecting the success of our e-Business strategy and the benefits of our cost-containment initiatives. We look forward to continuing this progress during 2000, as we continue to take steps to build our ePractices(TM) and Web Site Scorecard(TM) services and improve the productivity of our sales force. Our goal is to achieve operating profitability in the fourth quarter of 2000." The Company plans to hold an investor conference call at 10 a.m. Eastern Standard Time on Thursday, February 10, 2000, to discuss the highlights of the fourth quarter and full year. The phone number for U.S. callers is 888-455-9639; for international callers, the number is 312-470-0116. The passcode for both is "Success." The call will be replayed for one week; the replay number is 800-839-3420 (U.S.) and 402-998-1036 (international). FOURTH QUARTER RESULTS Revenues for the quarter ended December 31, 1999, were $15.2 million compared to $12.3 million for the comparable quarter of last year. The operating loss decreased 28 percent between periods, and the net loss decreased from $3.6 million, or $0.37 per share, in the fourth quarter of 1998 to $3.2 million, or $0.32 per share, in the same quarter of this year. The fourth quarter revenue results reflect a 35% increase in the Company's continuous information services, which includes its core advisory services. The increase in R&D expenses was due to the investment in the development of GigaWeb 3.0, which is expected to be launched in mid-February 2000. Some of the highlights in the fourth quarter included: o Launching the ePractices group to provide technology best practices assessments, and signing up a number of prestigious customers for this service o Announcing a new product, Web Site Scorecard , which complements the ePractices group and extends the Company's e-Business service offering to a larger potential client base o Centralizing and streamlining the sales force o Achieving a client retention rate of 86% FISCAL YEAR 1999 Revenues rose from $38.8 million in 1998 to $52.5 million in 1999--an increase of 35%. The net loss decreased from $18.7 million, or $3.49 per share, last year to $17.3 million, or $1.73 per share, this year. 2 The Company also reported that its Annualized Value at December 31, 1999, was $58.1 million versus $43.8 million at December 31, 1998, representing a 33% increase. Giga has defined Annualized Value as the cumulative annualized subscription value of its continuous information services contracts in effect at any given point in time. The Company also reported that it had increased the AV per customer from $46,000 at the end of 1998 to $52,000 at the end of 1999. ABOUT GIGA INFORMATION GROUP Giga Information Group (NASDAQ: GIGX) provides objective research, advice and continuous coaching on technology for e-Business. Giga's integrated suite of offerings helps clients make strategic decisions about the technologies, people and processes needed to excel in the new digital economy. Emphasizing close interaction between analysts and clients, Giga delivers support with the speed and scope necessary for e-Business. Giga began providing services in April 1996 and now has a global client base encompassing more than 1,000 organizations and over 118,000 licensed users. Its enterprise clients include companies that use, sell and 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. ***************************************** Statements that are not historical fact may be considered forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. Consequently, actual events or results may differ materially from those expressed or implied by those set forth in such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company's ability to attract and retain highly skilled and experienced employees, ability to secure subscriptions to its services and to achieve and sustain high renewal rates, ability to effectively manage growth, ability to understand and anticipate market trends and develop and offer new products and services, significant competition from existing and new competitors, potential fluctuations in quarterly operating results, continued market acceptance and demand of Giga services, dependence on Internet infrastructure for access to GigaWeb 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. ***************************************** 3 GIGA INFORMATION GROUP, INC.
CONSOLIDATED OPERATING RESULTS (IN THOUSANDS, EXCEPT SHARE AND QUARTER ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ------------------------------ ----------------------------- PER SHARE DATA) (UNAUDITED) 1999 1998 1999 1998 ------------- --------------- ------------- ------------- Revenues: Continuous Information Services $ 12,379 $ 9,146 $ 45,257 $ 31,789 Other, principally events 2,830 3,199 7,244 6,970 ------------- --------------- ------------- ------------- Total revenues 15,209 12,345 52,501 38,759 ------------- --------------- ------------- ------------- COSTS AND EXPENSES: Cost of services 5,937 5,778 24,583 20,050 Sales and marketing 8,318 7,982 31,819 27,037 Research and development 621 147 2,073 1,187 General and administrative 2,622 2,062 9,130 6,789 Depreciation and amortization 584 348 1,893 1,468 ------------- --------------- ------------- ------------- Total costs and expenses 18,082 16,317 69,498 56,531 ------------- --------------- ------------- ------------- LOSS FROM OPERATIONS (2,873) (3,972) (16,997) (17,772) ------------- --------------- ------------- ------------- INTEREST INCOME 96 307 703 736 INTEREST EXPENSE (106) (43) (204) (1,255) FOREIGN EXCHANGE GAIN/(LOSS) (288) 61 (768) 306 ------------- --------------- ------------- ------------- LOSS FROM OPERATIONS BEFORE INCOME TAXES (3,171) (3,647) (17,266) (17,985) INCOME TAX (BENEFIT)/CHARGE - - 62 36 ------------- --------------- ------------- ------------- LOSS FROM CONTINUING OPERATIONS, BEFORE EXTRAORDINARY ITEM (3,171) (3,647) (17,328) (18,021) ------------- --------------- ------------- ------------- EXTRAORDINARY ITEM, NET OF APPLICABLE TAXES OF $0 (NOTE 1.) - - - (707) ------------- --------------- ------------- ------------- NET LOSS $ (3,171) $ (3,647) $ (17,328) $ (18,728) ============= =============== ============= ============= RESULTS PER COMMON SHARE: HISTORICAL - BASIC AND DILUTED: NET LOSS $ (0.32) $ (0.37) $ (1.73) $ (3.49) ============= =============== ============= ============= WEIGHTED AVERAGE NUMBER OF SHARES (NOTE 2.) 10,032,120 9,935,646 9,999,737 5,365,202 ============= =============== ============= =============
GIGA INFORMATION GROUP, INC. NOTES TO CONSOLIDATED OPERATING RESULTS NOTE 1. EXTRAORDINARY ITEM: $707,000 of accretion was accelerated from future periods due to repayment of notes on August 4, 1998. The accelerated accretion would have been recognized ratably over the six month period ending February 1, 1999 had the Company not completed its Initial Public Offering and retired the notes as contractually required. NOTE 2. COMPONENTS OF WEIGHTED AVERAGE COMMON SHARES:
QUARTER ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------ ----------------------------- 1998 1999 1998 1999 ------------- --------------- ------------- ------------- Shares issued and outstanding at beginning of period 9,926,788 10,026,502 2,093,107 9,943,502 3,000,000 shares issued from Initial Public Offering - - 1,265,753 - 4,686,784 shares issued from conversion of preferred stock - - 1,913,235 - Shares issued from exercise of warrants - - 19,594 11,437 Shares issued from exercise of stock options 8,858 5,618 73,513 44,798 ------------- --------------- ------------- ------------- Total 9,935,646 10,032,120 5,365,202 9,999,737 ============= =============== ============= =============
4 GIGA INFORMATION GROUP, INC.
CONSOLIDATED BALANCE SHEET DATA (IN THOUSANDS, EXCEPT SHARE DATA) DECEMBER 31, DECEMBER 31, 1999 1998 ------------------ ---------------- ASSETS Cash, cash equivalents and marketable securities $ 6,182 $ 21,057 Accounts receivable, net 21,199 15,017 Total current assets 37,529 45,452 Property and equipment, net 6,188 3,430 Total assets 44,195 49,213 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Deferred revenues $ 39,087 $ 29,470 Debt, current portion 527 461 Total current liabilities 51,282 39,363 Total liabilities 51,282 39,807 Total stockholders' equity (deficit) (7,087) 9,406 Total liabilities and stockholders' equity (deficit) 44,195 49,213 COMMON STOCK ISSUED AND OUTSTANDING 10,043,401 9,943,502
### 5 -----END PRIVACY-ENHANCED MESSAGE-----