-----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, GKAYKUjebahAPeqHHRKJE08gAuAVUIrp2EN3geA83lIR9dE3QpKjKP7VcrQfZxdq RuUVITgssN2SYRRbPxV3nw== 0000909518-98-000657.txt : 19981026 0000909518-98-000657.hdr.sgml : 19981026 ACCESSION NUMBER: 0000909518-98-000657 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981021 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981023 SROS: NASD 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: 98729695 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) October 21, 1998 ---------------- 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) NYFS07...:\54\47954\0001\21\FRM0228M.510 Item 5. Other Events Filed herewith is a copy of the Giga Information Group, Inc. (the "Company") Press Release, dated October 21, 1998, announcing its results of operations for the three and nine months ended September 30, 1998. 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 October 21, 1998 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: October 23, 1998 3 GIGA INFORMATION GROUP, INC. FORM 8-K CURRENT REPORT EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- (99) Press Release, dated October 21, 1998 4 EX-99 2 EXHIBIT 99 GiGA Giga Information Group FOR IMMEDIATE RELEASE FOR INVESTOR INFORMATION CONTACT: Daniel M. Clarke, Chief Financial Officer Phone: 1 (781) 982-9500 Fax: 1 (781) 871-4098 Email: dclarke@gigaweb.com GIGA'S THIRD QUARTER RESULTS CONTINUE GROWTH Revenues increase 102%; Annualized Value up 99% CAMBRIDGE, Mass. (October 21, 1998) - Giga Information Group Inc. (NASDAQ: GIGX) announced today that revenues for the third quarter ended September 30, 1998 increased 102% to $8.8 million from $4.3 million in the same period of 1997. The operating loss for the third quarter of 1998 decreased 25% to $4.9 million from $6.5 million in the same period last year. The net loss for the third quarter of 1998 decreased to $5.6 million, or $0.79 per share, from $6.5 million, or $3.13 per share, in the third quarter of 1997. Revenues for the nine months ended September 30, 1998 increased 108% to $26.4 million from $12.7 million in the same period of 1997. The operating loss for the nine months ended September 30, 1998 decreased 27% to $13.8 million from $18.8 million in the same period last year. The net loss for the nine months ended September 30, 1998 decreased to $15.1 million, or $3.94 per share, from $19.0 million, or $9.18 per share, for the nine months ended September 30, 1997. Annualized Value at September 30, 1998 was $38.3 million versus $19.2 million at September 30, 1997, representing a 99% increase year-on-year. The Company defines Annualized Value as the cumulative annualized subscription value of the Company's Continuous Information Services agreements in effect at any given point in time without regard to commencement date, duration, or risk of cancellation. (more) Giga reports third quarter 1998 results 2-2-2 "We are pleased by our record third quarter performance," said Gideon I. Gartner, Chairman, CEO and President of Giga Information Group. "While Giga's year-over-year results indicate continued strong market acceptance, certain market trends indicate a somewhat slower growth rate in the next several quarters." ABOUT GIGA INFORMATION GROUP Giga Information Group (NASDAQ: GIGX), founded by industry icon Gideon I. Gartner, delivers knowledge and strategic technology and management advice to IT decision makers via innovative research processes and GigaWeb, its leading-edge Web presence. Giga's research focus is on helping companies integrate their businesses with the Internet; it also covers trends in the computing, telecommunications and related industries. Giga began providing its services in April 1996, and today its global client base exceeds 900 organizations comprising over 13,000 individual users, including IT vendors, IT users and institutional investors. The Company's Web site can be accessed at HTTP://WWW.GIGAWEB.COM. Giga Information Group is a trademark of Giga Information Group Inc. The Company's consolidated operating results are attached. # # # 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. *************************** (more) GIGA INFORMATION GROUP, INC.
CONSOLIDATED OPERATING RESULTS (unaudited, in thousands, except share and Quarter Ended September 30, Nine Months Ended September 30, per share data) --------------------------------- ---------------------------------- % % 1998 1997 Change 1998 1997 Change ---- ---- ------ ---- ---- ------ Revenues: Continuous Information Services $ 8,235 $ 3,743 120% $ 22,643 $ 9,547 137% Other, principally events 515 588 -12% 3,771 3,154 20% -------- -------- --------- -------- Total revenues 8,750 4,331 102% 26,414 12,701 108% -------- -------- --------- -------- Costs and expenses: Cost of services 4,579 3,199 43% 14,272 9,865 45% Sales and marketing 6,739 5,500 23% 19,055 14,938 28% Research and development 402 523 -23% 1,040 1,770 -41% General and administrative 1,628 1,159 40% 4,727 3,365 40% Depreciation and amortization 321 490 -34% 1,120 1,595 -30% -------- -------- --------- -------- Total costs and expenses 13,669 10,871 26% 40,214 31,533 28% -------- -------- --------- -------- Loss from operations (4,919) (6,540) -25% (13,800) (18,832) -27% -------- -------- --------- -------- Interest income 270 48 463% 429 223 92% Interest expense (Note 1.) (1,139) (88) 1194% (1,919) (129) 1388% Foreign exchange gain/(loss) 195 29 572% 245 (302) 181% -------- -------- --------- -------- Loss from continuing operations before income taxes (5,593) (6,551) -15% (15,045) (19,040) -21% Income tax (benefit) charge 36 (17) 312% 36 (6) 700% -------- -------- --------- -------- Loss from continuing operations (5,629) (6,534) -14% (15,081) (19,034) -21% -------- -------- --------- -------- Income from disposal of discontinued BIS Shrapnel business, less applicable income taxes of $21 - 41 -100% - 41 -100% -------- -------- --------- -------- Income from discontinued operations - 41 -100% - 41 -100% -------- -------- --------- -------- Net loss $ (5,629) $ (6,493) -13% $ (15,081) $ (18,993) -21% =========== ========== =========== ========== Results per common share: Historical - basic and diluted: Loss from continuing operations $ (0.79) $ (3.15) -75% $ (3.94) $ (9.20) -57% =========== ========== =========== ========== Net loss $ (0.79) $ (3.13) -75% $ (3.94) $ (9.18) -57% =========== ========== =========== ========== Weighted average number of shares (Note 2.) 7,142,319 2,077,397 244% 3,824,978 2,068,155 85% =========== ========== =========== ==========
Note 1. Interest Expense: Interest expense for the quarter and nine months ended September 30, 1998 includes a non-recurring, non-cash charge of $844,000 and $1,182,000, respectively. The charge was recorded to accrete a discount for the fair market value of common stock warrants issued in conjunction with $10,000,000 of Bridge Notes. The Bridge Notes were repaid in August 1998 using a portion of the proceeds from the Company's Initial Public Offering of common stock and the balance of the discount was recognized as expense at that time. Note 2. Computation of weighted average common shares:
Quarter Ended Nine Months Ended September 30, 1998 September 30, 1998 ------------------ ------------------ Weighted Weighted Actual Average Actual Average ------ ------- ------ ------- Shares issued and outstanding at beginning of period 2,184,346 2,184,346 2,093,107 2,093,107 Shares issued from Initial Public Offering 3,000,000 2,021,739 3,000,000 681,319 Shares issued from conversion of preferred stock 4,686,784 2,903,768 4,686,784 978,559 Shares issued from exercise of warrants 47,999 29,739 47,999 10,022 Shares issued from exercise of stock options 7,659 2,727 98,898 61,971 ---------- ---------- ---------- ---------- Total 9,926,788 7,142,319 9,926,788 3,824,978 ========== ========== ========== ==========
(more) GIGA INFORMATION GROUP, INC.
CONSOLIDATED BALANCE SHEET DATA September 30, December 31, (in thousands, except share data) 1998 1997 ---------------- ------------- (unaudited) Assets Cash, cash equivalents and investments $ 26,695 $ 3,539 Accounts receivable, net 7,756 8,961 Total current assets 42,374 20,980 Property and equipment, net 2,421 1,695 Total assets 44,963 23,023 Liabilities and Stockholders' Equity (Deficit) Deferred revenues $ 23,264 $ 20,604 Debt, current portion 442 1,974 Total current liabilities 31,555 31,176 Total liabilities 32,121 32,113 Total stockholders' equity (deficit) 12,842 (9,090) Total liabilities and stockholders' equity (deficit) 44,963 23,023 Common stock issued and outstanding 9,926,788 2,093,107
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