-----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, DoGyxUyb5l0Rx3SplcVlFHNOxUrsN1BidMBoaNuwpwMdb0QDO6y6gDYi9c5J74Ml kXj4zfVngVirtakKjO+b/A== 0000909518-99-000126.txt : 19990222 0000909518-99-000126.hdr.sgml : 19990222 ACCESSION NUMBER: 0000909518-99-000126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990219 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: 99545643 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) February 17, 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) NYFS07...:\54\47954\0001\2579\FRM2179M.380 Item 5. Other Events Filed herewith is a copy of the Giga Information Group, Inc. (the "Company") Press Release, dated February 17, 1999, announcing its results of operations for the three and twelve months ended December 31, 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 February 17, 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: February 18, 1999 3 GIGA INFORMATION GROUP, INC. FORM 8-K CURRENT REPORT EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- (99) Press Release, dated February 17, 1999 4 EX-99 2 EXHIBIT 99 EXHIBIT 99 GIGA Giga Information Group (R) 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'S FOURTH QUARTER AND YEAR-END RESULTS SHOW CONTINUED GROWTH ANNUAL REVENUES INCREASE 97% ANNUALIZED VALUE OF CONTRACTS REACHES $43.8 MILLION AS CLIENT BASE GROWS TO EXCEED 950 ENTERPRISES, BOTH IN UNDER THREE YEARS CAMBRIDGE, Mass. (February 17, 1999) -- Giga Information Group, Inc. (NASDAQ: GIGX) today announced that revenues for the fourth quarter ended December 31, 1998 increased 77 percent to $12.3 million from $7.0 million in the same period of 1997. The operating loss for the fourth quarter of 1998 decreased to $4.0 million from $4.6 million in the same period last year. The net loss for the fourth quarter of 1998 increased to $3.6 million, or $0.37 per share, from $2.8 million, or $1.35 per share, in the fourth quarter of 1997 which included income from the disposal of discontinued operations of $1.3 million, or $0.61 per share. Revenues for the year ended December 31, 1998 increased 97 percent to $38.8 million from $19.7 million for 1997. The operating loss for the year ended December 31, 1998 decreased to $17.8 million from $23.4 million last year. The net loss for the year ended December 31, 1998 (more) Giga announces fourth quarter and year end results 2-2-2 decreased to $18.7 million, or $3.49 per share, from $21.8 million, or $10.53 per share, for the year ended December 31, 1997. Net loss for the year ended December 31, 1998 includes expense from an extraordinary item of $0.7 million, or $0.13 per share. Net loss for the year ended December 31, 1997 included income from the disposal of discontinued operations of $1.3 million, or $0.63 per share. Earnings per share for the quarter and year ended December 31, 1998 includes the weighted average impact of the Company's Initial Public Offering of 3,000,000 shares of Common Stock and the conversion of all shares of the Company's Convertible Preferred Stock into an aggregate of 4,686,784 shares of Common Stock. See Note 2 to the attached Consolidated Operating Results. The Company's Annualized Value of contracts at December 31, 1998 was $43.8 million versus $26.6 million at December 31, 1997, representing a 65 percent increase from year to year. The Company defines Annualized Value ("AV") as the cumulative annualized subscription value of the Company's Continuous Information Services ("CIS") agreements in effect at a given point in time. "Our growth in AV is a significant achievement for our business, considering that our first customer contracts were signed less than 3 years ago," said Gideon I. Gartner, CEO and President. "And, all broad categories of expense continue to decline as a percentage of revenues, showing that operating leverage is taking hold. However, our AV growth rate is slowing at a faster rate than I expected. While certain planned expenses are being reduced to better match revenues, the company is cognizant of the need to remain competitive in the marketplace." (more) Giga announces fourth quarter and year end results 3-3-3 ABOUT GIGA INFORMATION GROUP Giga Information Group, founded by industry icon 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 other 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 users, IT vendors, and institutional investors. 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's Consolidated Operating Results and Consolidated Balance Sheet Data 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 and sustain 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 announces fourth quarter and year end results 4-4-4
Giga Information Group, Inc. CONSOLIDATED OPERATING RESULTS (in thousands, except share and Quarter Ended December 31, Year Ended December 31, per share data) ------------------------------ ------------------------------- (unaudited) % % 1998 1997 Change 1998 1997 Change ---- ---- ------ ---- ---- ------ Revenues: Continuous Information Services $ 9,146 $ 5,053 81% $ 31,789 $ 14,600 118% Other, principally events 3,199 1,905 68% 6,970 5,059 38% --------- --------- --------- --------- Total revenues 12,345 6,958 77% 38,759 19,659 97% --------- --------- --------- --------- Costs and expenses: Cost of services 5,778 2,786 107% 20,050 12,651 58% Sales and marketing 7,982 4,658 71% 27,037 19,596 38% Research and development 147 205 -28% 1,187 1,975 -40% General and administrative 2,062 2,700 -24% 6,789 6,065 12% Depreciation and amortization 348 1,215 -71% 1,468 2,810 -48% --------- --------- --------- --------- Total costs and expenses 16,317 11,564 41% 56,531 43,097 31% --------- --------- --------- --------- Loss from operations (3,972) (4,606) -14% (17,772) (23,438) -24% --------- --------- --------- --------- Interest income 307 54 469% 736 277 166% Interest expense (43) (106) -59% (1,255) (235) 434% Foreign exchange gain/(loss) 61 (73) -184% 306 (375) -182% --------- --------- --------- --------- Loss from continuing operations before income taxes (3,647) (4,731) -23% (17,985) (23,771) -24% Income tax (benefit) charge - (635) -100% 36 (641) -106% --------- --------- --------- --------- Loss from continuing operations (3,647) (4,096) -11% (18,021) (23,130) -22% --------- --------- --------- --------- Income from disposal of discontinued BIS market research business, less applicable income taxes of $568 - 1,101 -100% - 1,101 -100% Income from disposal of discontinued BIS Shrapnel business, less applicable income taxes of $109 - 171 -100% - 212 -100% --------- --------- --------- --------- Income from discontinued operations - 1,272 -100% - 1,313 -100% --------- --------- --------- --------- Loss before extraordinary item (3,647) (2,824) 29% (18,021) (21,817) -17% --------- --------- --------- --------- Extraordinary item, net of applicable income taxes of $0 (Note 1.) - - - (707) - - --------- --------- --------- --------- Net loss (Note 1.) $ (3,647) $ (2,824) 29% $ (18,728) $ (21,817) -14% ========= ========= ========= ========= Results per common share: Historical - basic and diluted: Loss from continuing operations $ (0.37) $ (1.96) -81% $ (3.36) $ (11.16) -70% ========= ========= ========= ========= Extraordinary item $ - $ - - $ (0.13) $ - - ========= ========= ========= ========= Net loss $ (0.37) $ (1.35) -73% $ (3.49) $ (10.53) -67% ========= ========= ========= ========= Weighted average number of shares (Note 2.) 9,935,646 2,086,728 376% 5,365,202 2,072,837 159% ========= ========= ========= =========
(more) Giga announces fourth quarter and year end results 5-5-5 Giga Information Group, Inc. NOTES TO CONSOLIDATED OPERATING RESULTS Note 1. Extraordinary Item: Net loss for the year ended December 31, 1998 includes a non-recurring, non-cash charge of $707,000 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 causing the balance of the discount at the date of repayment to be recognized as expense at that time.
Note 2. Components of weighted average common shares: Quarter Ended Year Ended December 31, 1998 December 31, 1998 ---------------------- ------------------------ Weighted Weighted Actual Average Actual Average ------ ------- ------ ------- Shares issued and outstanding at beginning of period 9,926,788 9,926,788 2,093,107 2,093,107 Shares issued from Initial Public Offering - - 3,000,000 1,265,753 Shares issued from conversion of preferred stock - - 4,686,784 1,913,235 Shares issued from exercise of warrants - - 47,999 19,594 Shares issued from exercise of stock options 16,714 8,858 115,612 73,512 ---------- ---------- ---------- ---------- Total 9,943,502 9,935,646 9,943,502 5,365,202 ========== ========== ========== ==========
Giga Information Group, Inc. CONSOLIDATED BALANCE SHEET DATA (in thousands, except share data) December 31, December 31, 1998 1997 ---- ---- Assets Cash, cash equivalents and marketable securities $ 21,057 $ 3,539 Accounts receivable, net 15,017 8,961 Total current assets 45,591 20,980 Property and equipment, net 3,430 1,695 Total assets 49,213 23,023 Liabilities and Stockholders' Equity (Deficit) Deferred revenues $ 29,470 $ 20,604 Debt, current portion 461 1,974 Total current liabilities 39,363 31,176 Total liabilities 39,807 32,113 Total stockholders' equity (deficit) 9,406 (9,090) Total liabilities and stockholders' equity (deficit) 49,213 23,023 Common stock issued and outstanding 9,943,502 2,093,107
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