================================================================================
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, 1999
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 0-21529
GIGA INFORMATION GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1422860
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
139 MAIN STREET
CAMBRIDGE, MA 02138
(617) 949-4900
-------------------------------------------
(Address, including zip code, and telephone
number, including area code, of principal
executive offices)
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 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. X Yes No
--- ---
As of November 8, 1999, there were 10,030,164 shares of Common Stock, $.001 par
value, of the registrant outstanding.
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47954.0001
<PAGE>
GIGA INFORMATION GROUP, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 1999
and September 30, 1998
(unaudited) 3.
Condensed Consolidated Balance Sheets at September 30, 1999 (unaudited)
and December 31, 1998 4.
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 1999 and
September 30, 1998
(unaudited) 5.
Notes to Condensed Consolidated Financial Statements (unaudited) 6.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8.
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 18.
Item 6. Exhibits and Reports on Form 8-K 19.
SIGNATURE PAGE 20.
INDEX TO EXHIBITS 21.
</TABLE>
2
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
GIGA INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Continuous information services $ 11,709 $ 8,235 $ 32,878 $ 22,643
Other services 753 515 4,414 3,771
------------ ------------ ------------ ------------
Total revenues 12,462 8,750 37,292 26,414
Costs and expenses:
Cost of services 5,234 4,579 18,646 14,272
Sales and marketing 8,146 6,739 23,501 19,055
Research and development 801 402 1,452 1,040
General and administrative 2,266 1,628 6,508 4,727
Depreciation and amortization 490 321 1,309 1,120
------------ ------------ ------------ ------------
Total costs and expenses 16,937 13,669 51,416 40,214
------------ ------------ ------------ ------------
Loss from operations (4,475) (4,919) (14,124) (13,800)
------------ ------------ ------------ ------------
Interest income 143 270 607 429
Interest expense (28) (432) (98) (1,212)
Foreign exchange gain/(loss) (64) 195 (480) 245
------------ ------------ ------------ ------------
Loss from operations before income taxes (4,424) (4,886) (14,095) (14,338)
Income tax charge 10 36 62 36
------------ ------------ ------------ ------------
Loss from continuing operations, before extraordinary item (4,434) (4,922) (14,157) (14,374)
------------ ------------ ------------ ------------
Extraordinary item, net of applicable taxes of $0 (Note 5.) -- (707) -- (707)
------------ ------------ ------------ ------------
Net Loss (4,434) (5,629) (14,157) (15,081)
============ ============ ============ ============
Results per common share:
Historical - basic and diluted:
Loss from continuing operations $ (0.44) $ (0.69) $ (1.42) $ (3.76)
============ ============ ============ ============
Extraordinary item $ -- $ (0.10) $ -- $ (0.18)
============ ============ ============ ============
Net Loss $ (0.44) $ (0.79) $ (1.42) $ (3.94)
============ ============ ============ ============
Weighted average number of shares 10,017,712 7,142,319 9,987,621 3,824,978
============ ============ ============ ============
The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>
3
<PAGE>
GIGA INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
----------------- -----------------
(UNAUDITED)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 7,024 $ 14,149
Marketable securities 1,804 6,908
Trade accounts receivable, net of allowance for uncollectible accounts of $382
and $410 at September 30, 1999 and December 31, 1998, respectively 13,428 15,017
Unbilled accounts receivable 3,976 4,606
Prepaid expenses and other current assets 4,292 4,911
----------------- -----------------
Total current assets 30,524 45,591
Property and equipment, net 5,624 3,430
Other assets 189 192
----------------- -----------------
Total assets $ 36,337 $ 49,213
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable 3,695 1,989
Deferred revenues 29,290 29,470
Accrued expenses and other current liabilities 6,627 7,443
Debt - other, current portion 566 461
----------------- -----------------
Total current liabilities 40,178 39,363
Long-term debt - other - 444
----------------- -----------------
Total liabilities 40,178 39,807
Stockholders' equity (deficit):
Preferred Stock, $.001 par value; 5,000,000 shares authorized, zero issued and
outstanding at September 30, 1999 and December 31, 1998, respectively - -
Common Stock, $.001 par value: 60,000,000 shares authorized, 10,026,502 and 9,943,502
shares issued and outstanding at September 30, 1999 and December 31, 1998, respectively 10 10
Additional paid-in capital 80,673 80,550
Deferred compensation (1,194) (1,614)
Accumulated deficit (83,814) (69,657)
Accumulated other comprehensive income 484 117
----------------- -----------------
Total stockholders' equity (deficit) (3,841) 9,406
----------------- -----------------
Total liabilities and stockholders' equity (deficit) $ 36,337 $ 49,213
================= =================
The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>
4
<PAGE>
GIGA INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
1999 1998
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (14,157) $ (15,081)
Adjustments to reconcile net loss to net cash used in continuing operating activities:
Depreciation and amortization 1,309 1,120
Amortization of discount on notes payable - 1,182
Provision for doubtful accounts (29) (74)
(Gain) loss on sale of fixed assets 42 (9)
Compensation expense related to stock options 337 238
Other non-cash items - 18
Change in assets and liabilities:
Decrease (increase) in accounts receivable 2,042 2,236
Decrease (increase) in prepaid expenses and other current assets 1,179 (454)
(Decrease) increase in deferred revenues (68) 2,693
(Decrease) increase in accounts payable and accrued liabilities 896 (829)
------------- -------------
Net cash provided by (used in) operating activities:
Net cash provided by (used in) continuing operations (8,449) (8,960)
Net cash used in discontinued operations - (296)
------------- -------------
Net cash provided by (used in) operating activities (8,449) (9,256)
------------- -------------
Cash flows from investing activities:
Acquisitionsofiequipmentiandnimprovementsements (3,556) (1,660)
Purchases of marketable securities (7,467) (4,209)
Proceedshfromnmaturities of marketable securities 12,571 -
Other, net 9 10
------------- -------------
Cash provided by (used in) investing activities 1,557 (5,859)
------------- -------------
Cash flows from financing activities:
Proceeds from Initial Public Offering of Common Stock, net of offering costs of $3,725 - 33,775
Proceeds from issuance of Common Stock under stock option plans 167 181
Proceeds from issuance of Common Stock due to exercise of warrants 38 144
Proceeds from issuance of Series D Convertible Preferred Stock, net of issuance costs of $81 - 1,920
Proceeds from issuance of note payable, net of origination fee of $200 - 9,800
Repayments of principal to related parties - (400)
Principal repaid on note payable - (10,000)
Principal payments on long-term debt, current portion (339) (1,318)
------------- -------------
Cash provided by (used in) financing activities (134) 34,102
------------- -------------
Effect of exchange rates on cash (99) (40)
Net increase (decrease) in cash and cash equivalents (7,125) 18,947
Cash and cash equivalents, beginning of period 14,149 3,539
------------- -------------
Cash and cash equivalents, end of period $ 7,024 $ 22,486
============= =============
Supplementary cash flow information:
Income taxes paid $ 62 $ 49
Interest paid $ 98 $ 770
The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>
5
<PAGE>
GIGA INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Interim Condensed Consolidated Financial Statements
The accompanying condensed consolidated financial statements of Giga
Information Group, Inc. ("Giga") at September 30, 1999 and for the three and
nine months ended September 30, 1999 and 1998, respectively, are unaudited and
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 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. All adjustments (consisting only of normal
recurring adjustments) have been made which, in the opinion of management, are
necessary for a fair presentation. The results of operations for the periods
presented are not necessarily indicative of the results that may be expected for
any future period. For further information, refer to Giga's audited consolidated
financial statements included in its Annual Report on Form 10-K, for the period
ended December 31, 1998, as filed with the Securities and Exchange Commission.
2. Computation of Earnings per Share of Common Stock
Due to the losses incurred by Giga for the three and nine month
periods ended September 30, 1999 and 1998, respectively, common equivalent
shares resulting from the assumed exercise of outstanding stock options and
warrants have been excluded from the computation of diluted net loss per share
as their effect would be anti-dilutive. Options and warrants to purchase
3,289,434 and 2,102,177 shares of Common Stock were outstanding at September
30,1999 and 1998, respectively.
3. Comprehensive Income (Loss)
The table below sets forth "Comprehensive Income (Loss)" (in
thousands) as defined by Statement of Financial Accounting Standards ("SFAS")
No. 130 "Reporting Comprehensive Income:"
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
--------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net loss $ (4,434) $ (5,629) $ (14,157) $ (15,081)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (365) (364) 367 (447)
--------------- -------------- --------------- ---------------
Comprehensive loss $ (4,799) $ (5,993) $ (13,790) $ (15,528)
=============== ============== =============== ===============
</TABLE>
6
<PAGE>
GIGA INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. Segment Information
Giga has determined that it operates in one reportable segment,
information technology ("IT") advisory services. Revenues from the products and
services within, and in support of, Giga's IT advisory services are presented in
detail in Giga's Condensed Consolidated Statements of Operations.
Giga conducts business principally in the United States and United
Kingdom. Operations in France, Germany and Italy have been aggregated
(collectively "Other International"). Revenues are reflected in the geographic
area in which the sales are made. The table below presents information about
Giga's reported revenues and total assets for the three and nine months ended
September 30, 1999 and 1998, respectively (in thousands), as defined by SFAS No
131, "Disclosures About Segments of an Enterprise and Related Information."
<TABLE>
<CAPTION>
REVENUES
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
--------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
United States $ 11,004 $ 8,038 $ 33,237 $ 24,034
United Kingdom 1,000 458 2,829 1,687
Other International 458 254 1,226 693
--------------- --------------- -------------- ----------------
Consolidated revenue $ 12,462 $ 8,750 $ 37,292 $ 26,414
=============== =============== ============== ================
TOTAL ASSETS
SEPTEMBER 30,
1999 1998
-------------- ----------------
United States $ 31,670 $ 41,485
United Kingdom 2,705 1,927
Other International 1,962 1,551
-------------- ----------------
Consolidated total assets $ 36,337 $ 44,963
============== ================
</TABLE>
5. Extraordinary Item
In April 1998, Giga entered into a Loan and Warrant Purchase
Agreement whereby Giga issued convertible promissory notes, with a face value of
$10 million, at an annual interest rate of 12% (the "Bridge Notes"), and
warrants to purchase up to 166,666 shares of common stock, in exchange for cash
proceeds of $10 million. The warrants are exercisable at $3.00 per share, for a
period of ten years from the date of grant. The fair market value of the
warrants, $1,182,000, was recorded as a discount to the Bridge Notes. In August
1998, upon completion of Giga's initial public offering of common stock (the
"Offering"), and in accordance with the terms of the Bridge Notes, the aggregate
face value of the Bridge Notes, plus accrued interest thereon, was repaid in
full.
A total of $1,182,000 was charged to expense in 1998 to accrete the
discount to the Bridge Notes, of which $707,000 of accretion, net of taxes of
$0, was accelerated from future periods due to repayment of the Bridge Notes
prior to maturity. The accelerated accretion would have been recognized ratably
over the six month period ending February 1, 1999 had the Company not completed
the Offering and retired the Bridge Notes as required under the terms of the
Loan and Warrant Purchase Agreement for the Bridge Notes.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
STATEMENTS THAT ARE NOT HISTORICAL FACTS 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 GIGA'S EXPECTATIONS, INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS OF GIGA, 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 GIGA, SPECIFIC CONSIDERATION SHOULD BE GIVEN TO VARIOUS FACTORS
INCLUDING THE FOLLOWING: GIGA'S PRIOR LOSSES AND ANTICIPATION OF FUTURE LOSSES;
GIGA'S FUTURE CAPITAL NEEDS AND THE RISKS OF WORKING CAPITAL DEFICIENCY; GIGA'S
NEED TO ATTRACT AND RETAIN QUALIFIED PERSONNEL; GIGA'S DEPENDENCE ON SALES AND
RENEWALS OF SUBSCRIPTION-BASED SERVICES; GIGA'S ABILITY TO ACHIEVE AND SUSTAIN
HIGH RENEWAL RATES; GIGA'S ABILITY TO MANAGE AND SUSTAIN GROWTH; GIGA'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'S SERVICES; UNCERTAINTIES RELATING TO PROPRIETARY RIGHTS; GIGA'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 GIGA'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION.
OVERVIEW
Giga is an information technology (IT) research and advisory firm
offering technology and management advise 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's four principal products and services are (i) Advisory
Service, (ii) e-Practice Services, (iii) Continuous Advisory Consulting and (iv)
Events and Publications. Giga provides its services primarily through GigaWeb,
its intelligent Internet-based information delivery interface.
Giga introduced its Advisory Service and GigaWeb in April 1996. In
July 1996, Giga introduced its IT Practice Services. The focus of Giga's IT
Practice Services was changed in June 1999 to concentrate on e-Business; hence,
the service was renamed "e-Practice Services." Advisory Consulting was
introduced in September 1997. Giga's Events and Publications services were
acquired with the acquisition of BIS Strategic Decisions, Inc. (BIS) in April
1995. For financial reporting purposes, revenues from (i) Advisory Service,
e-Practice Services and Continuous Advisory Consulting are aggregated into
Continuous Information Services ("CIS"), and (ii) Events and publications and
other services, principally ad hoc consulting, are aggregated into Other
Services. Giga expects that CIS revenues will continue to increase as a
percentage of its total revenues.
Giga's Continuous Information Services are typically sold through
annual contracts that generally provide for payment at the commencement of the
contract period. A small number of CIS contracts, however, are billed quarterly
or monthly. Amounts received in advance of services provided are reflected in
Giga's financial statements as deferred revenues and are recognized monthly on a
prorated basis over the term of the contract. Revenues from Other Services are
recognized as follows: events as they occur, publications as they are delivered
and consulting as such services are performed. Unbilled receivables are
primarily generated as a result of contractual quarterly or monthly billing
terms offered in connection with Giga's Continuous Information Services. Giga
also records the related commission obligation upon acceptance of a CIS contract
and amortizes the corresponding deferred commission over the contract period in
which the related CIS revenues are earned. With continued growth in CIS contract
value and volume and the consistent application of the accounting policies
described above, trade accounts receivable, deferred revenues, unbilled accounts
receivable and deferred commissions are expected to increase.
8
<PAGE>
Essentially all of Giga's current international operations are
located in the European Community and Canada. Giga operates in the European
Community primarily through wholly owned subsidiaries in the United Kingdom,
France and Germany. These subsidiaries manage direct sales personnel and
distributors in other countries as well. In Canada, Giga utilizes a full-scale
field sales force and provides business support to these salespersons through
its operations in the United States. Substantially all of Giga's revenues from
the European Community are denominated in foreign currencies, particularly the
British pound, while essentially all of Giga's revenues from Canada are
denominated in U.S. dollars. Giga markets in Spain, Portugal, Italy, Israel,
Argentina, Brazil and Korea through representatives. Revenues from these
representatives have been and are expected to continue to be primarily
denominated in U.S. dollars. To date, such revenues have been insignificant. As
a result of fluctuations in exchange rates, transactions denominated in foreign
currencies inherently have financial risk. To date, however, Giga's cumulative
translation adjustments have been slightly favorable, although there can be no
assurance that this trend will continue in the future. Giga does not currently
hedge its exposure to foreign currency adjustments.
Giga believes that a leading measure of the volume of its CIS
business is the annualized value ("Annualized Value" or "AV") of its Continuous
Information Services agreements in effect at a given point in time. Giga
calculates Annualized Value each month as the cumulative annualized subscription
value payable under the agreements without regard to commencement date, duration
or risk of cancellation. Annualized Value at September 30, 1999 increased 35% to
$51.8 million from $38.3 million at September 30, 1998, while Annualized Value
per client increased 16% to $49,800 at September 30, 1999 from $42,900 at
September 30, 1998. Price pressure has continued this quarter. Giga believes
that its competitors have adjusted their prices in response to the superior
value of Giga's services.
Giga also measures its performance on the basis of Net Annualized
Value Increase ("NAVI") which is calculated as the value of new agreements plus
upgrades, net of downgrades and cancellations. The sum of all past NAVI equals
Annualized Value. Alternatively, NAVI for a period can also be derived by
subtracting AV at the beginning of the period from AV at the end of the period.
Because of the simplicity of the calculation, Giga generally does not report
explicit NAVI data.
A majority of Giga's annual contracts renew automatically unless the
customer cancels the subscription. Giga's experience is such that substantial
portions of customers renew expiring contracts for an equal or greater value of
total CIS fees each year. Approximately 12% of contract value up for renewal in
the third quarter of 1999 cancelled, discontinuing all Continuous Information
Services, as compared to 23% for the same period of 1998. These cancellation
rates do not include contracts lost due to mergers, acquisitions and
bankruptcies. Giga believes that a direct comparison of its cancellation rate
and those of its major competitors may not be meaningful. This is due primarily
to Giga's unified Advisory Service model, the focus of which is an integrated
approach with fewer contracts/services per customer. The Giga model differs
significantly from the multiple-service models of Giga's major competitors.
Giga's operating expenses consist of cost of services, sales and
marketing, research and development, general and administrative, and
depreciation and amortization. Cost of services consists primarily of the direct
costs associated with the delivery of Giga's Continuous Information Services and
other services, including personnel expenses for analysts and other research
support personnel, direct expenses for events and conferences, expenses to
create, print and distribute publications and royalties to third party
information providers. Sales and marketing expenses include personnel expenses,
promotional expenses, and sales commissions. Sales commissions are typically
deferred when earned and recorded to expense as the related revenue is
recognized. Research and development expenses consist of personnel expenses,
consulting fees and other expenses to develop, enhance and operate GigaWeb.
General and administrative expenses are primarily personnel costs and fees for
professional services supporting Giga's administrative functions.
9
<PAGE>
Since its inception, Giga has incurred substantial costs to develop
its Continuous Information Services, establish its GigaWeb delivery system,
build a management team and recruit, employ and train research analysts, sales
personnel and support staff for its business. Giga expects to incur significant
losses into the year 2000 as Giga continues to strengthen, expand and develop
existing and new services, products and infrastructure.
Giga has incurred substantial tax loss carryforwards since its
inception, and acquired tax loss carryforwards with its acquisition of BIS. Due
to the magnitude of these existing tax loss carryforwards, anticipated losses
into the year 2000, and substantial uncertainties associated with its business,
Giga is unable to conclude that it is more likely than not that the deferred tax
associated with these tax loss carryforwards will be realized. Accordingly, this
deferred tax asset has been fully reserved. This valuation allowance will be
reduced and the deferred tax asset will be recognized when and if it becomes
more likely than not that the deferred tax asset will be realized.
10
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth certain statement of operations data
as a percentage of revenues for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenues:
Continuous information services 94% 94% 88% 86%
Other services 6% 6% 12% 14%
-------------- -------------- -------------- --------------
Total revenues 100% 100% 100% 100%
-------------- -------------- -------------- --------------
Costs and expenses:
Cost of services 42% 53% 50% 54%
Sales and marketing 65% 77% 63% 72%
Research and development 7% 4% 4% 4%
General and administrative 18% 18% 17% 18%
Depreciation and amortization 4% 4% 4% 4%
-------------- -------------- -------------- --------------
Total costs and expenses 136% 156% 138% 152%
-------------- -------------- -------------- --------------
Loss from operations (36%) (56%) (38%) (52%)
Interest income 1% 3% 1% 1%
Interest expense - (5%) - (4%)
Foreign exchange gain/(loss) (1%) 2% (1%) 1%
-------------- -------------- -------------- --------------
Loss from operations before income taxes (36%) (56%) (38%) (54%)
Income tax (benefit) charge - - - -
-------------- -------------- -------------- --------------
Loss from continuing operations, before extraordinary item (36%) (56%) (38%) (54%)
Extraordinary item - (8%) - (3%)
-------------- -------------- -------------- --------------
Net loss (36%) (64%) (38%) (57%)
============== ============== ============== ==============
</TABLE>
In general, the decreases in the various operating expenses as a
percentage of total revenues are primarily due to leveraging those expenses over
increased revenues derived from a growing customer base.
11
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1998
Revenues. Total revenues increased 42% to $12.5 million for the three
months ended September 30, 1999 from $8.8 million for the same period in 1998.
The increase in total revenues was primarily due to the increase in revenues
from Continuous Information Services.
Revenues from Continuous Information Services increased 42% to $11.7
million for the three months ended September 30, 1999 from $8.2 million for the
same period in 1998. The increase in revenues was primarily due to growing
market acceptance of Giga's services.
Revenues from Other Services increased 46% to $753,000 for the three
months ended September 30, 1999 from $515,000 for the same period in 1998. The
increase was primarily due to conference revenues.
Cost of services. Cost of services increased 14% to $5.2 million for
the three months ended September 30, 1999 from $4.6 million for the same period
in 1998. The increase in costs was primarily due to the expansion of analyst
staff to support an increased customer base and costs associated with third
quarter conferences.
Sales and marketing. Sales and marketing expenses increased 21% to
$8.1 million for the three months ended September 30, 1999 from $6.7 million for
the same period in 1998. The increase was principally due to greater sales
commissions, business travel expenses and facilities costs and a full three
months of expenses for the field analyst program in the third quarter of 1999.
The field analyst program was not fully established until late in the third
quarter of 1998.
Research and development. Research and development expenses increased
99% to $801,000 for the three months ended September 30, 1999 from $402,000 for
the same three month period in 1998. The increase was primarily due to outside
consulting fees for development services and recruiting fees.
General and administrative. General and administrative expenses
increased 39% to $2.3 million for the three months ended September 30, 1999 from
$1.6 million for the same period in 1998. The increase in expense was primarily
due to infrastructure costs and general corporate expenses.
Depreciation and amortization. Depreciation and amortization expense
increased 53% to $490,000 for the three months ended September 30, 1999 from
$321,000 for the same period in 1998. The increase was primarily due to
increased depreciation costs resulting from computer equipment and software
purchased for new personnel and newly deployed applications.
Interest income and expense. Interest income decreased to $143,000
for the three months ended September 30, 1999 from $270,000 for the same period
in 1998 due to lower cash balances available for investment. Interest expense on
notes payable and long-term equipment financing decreased to $28,000 in the
third quarter of 1999 from $432,000 for the same period in 1998 due to repayment
of Bridge Notes in 1998 and lower outstanding principal balances on equipment
leases.
Foreign exchange gain/(loss). Foreign exchange losses recorded for
the three months ended September 30, 1999 were $64,000 versus gains of $195,000
for the same period in 1998 due primarily to unrealized losses caused by
weakening of the German Mark and the French Franc versus the U.S. Dollar.
12
<PAGE>
Extraordinary Item. An extraordinary non-cash charge of $707,000, net
of taxes of $0, was recorded in the quarter ended September 30, 1998 for
accelerated accretion of the discount recorded to the Bridge Notes for the fair
market valuation of common stock warrants issued in conjunction with the Bridge
Notes. The accretion was accelerated from future periods due to retiring the
Bridge Notes upon completion of the company's initial public offering.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998
Revenues. Total revenues increased 41% to $37.3 million for the nine
months ended September 30, 1999 from $26.4 million for the same period in 1998.
The increase in total revenues was primarily due to the increase in revenues
from Continuous Information Services.
Revenues from Continuous Information Services increased 45% to $32.9
million for the nine months ended September 30, 1999 from $22.6 million for the
same period in 1998. The increase in revenues was primarily due to growing
market acceptance of Giga's services.
Revenues from Other Services increased 17% to $4.4 million for the
nine months ended September 30, 1999 from $3.8 million for the same period in
1998. The increase was primarily due to conference revenues.
Cost of services. Cost of services increased 31% to $18.6 million for
the nine months ended September 30, 1999 from $14.3 million for the same period
in 1998. The increase in costs was primarily due to the expansion of analyst
staff to support an increased customer base and costs associated with GigaWorld
IT Forum, and other Giga conferences.
Sales and marketing. Sales and marketing expenses increased 23% to
$23.5 million for the nine months ended September 30, 1999 from $19.1 million
for the same period in 1998. The increase was principally due to higher
personnel expenses, higher sales commissions, a full nine months of expenses in
the third quarter of 1999 for the field analyst program which was not
established until late in the third quarter of 1998, higher business travel
expenses due to changes in sales territories and increased facilities costs for
new sales offices.
Research and development. Research and development expenses increased
40% to $1.5 million for the nine months ended September 30, 1999 from $1.0
million for the same period in 1998. The increase was primarily due to personnel
costs, outside consulting fees for development services and recruiting fees.
General and administrative. General and administrative expenses
increased 38% to $6.5 million for the nine months ended September 30, 1999 from
$4.7 million for the same period in 1998. The increase in expense was primarily
due to infrastructure costs and general corporate expenses.
Depreciation and amortization. Depreciation and amortization expense
increased 17% to $1.3 million for the nine months ended September 30, 1999 from
$1.1 million for the same period in 1998. The increase was primarily due to
increased depreciation costs resulting from computer equipment and software
purchased for new personnel and newly deployed applications.
Interest income and expense. Interest income increased to $607,000
for the nine months ended September 30, 1999 from $429,000 for the same period
in 1998 due to greater cash balances available for investment. Interest expense
on notes payable and long-term equipment financing decreased to $98,000 for the
first nine months of 1999 from $1.2 million for the same period in 1998 due to
repayment of Bridge Notes in 1998 and lower outstanding principal balances on
equipment leases.
13
<PAGE>
Foreign exchange gain/(loss). Foreign exchange losses recorded for
the nine months ended September 30, 1999 were $480,000, versus gains of $245,000
for the same period in 1998 due primarily to unrealized losses caused by
weakening of the German Mark, the French Franc and the British Pound versus the
U.S. Dollar.
Extraordinary Item. An extraordinary non-cash charge of $707,000, net
of taxes of $0, was recorded in the quarter and nine months ended September 30,
1998 for accelerated accretion of the discount recorded to the Bridge Notes for
the fair market valuation of common stock warrants issued in conjunction with
the Bridge Notes. The accretion was accelerated from future periods due to
retiring the Bridge Notes upon completion of the company's initial public
offering.
LIQUIDITY AND CAPITAL RESOURCES
Prior to August 1998, Giga funded its operations primarily through
the private placement of equity securities and borrowings under promissory
notes. Giga received aggregate net proceeds of $42.4 million from the private
placement of equity securities since its inception, including $1.9 million (net
of issuance costs of $81,000) from the private placement of Series D Convertible
Preferred Stock and associated Series D warrants in April and May 1998. In April
1998, Giga also issued notes in the aggregate principal amount of $10.0 million
(the "Bridge Notes") and warrants to purchase an aggregate of 166,666 shares of
common stock at an exercise price of $3.00 per share. The notes were issued at a
stated interest rate of 12% per annum. The outstanding principal and interest on
the notes became due and payable upon the consummation of Giga's initial public
offering of 3,000,000 shares of common stock at $12.50 per share (the
"Offering") on August 4, 1998. Between August 4, 1998 and March 8, 1999 warrants
to purchase 60,665 shares of common stock were exercised for cash of $181,995,
at an exercise price of $3.00 per share. These warrants were originally issued
in April 1998 pursuant to the Loan and Warrant Purchase Agreement for the Bridge
Notes.
Net proceeds to Giga from its Offering aggregated approximately $33.8
million. Giga used $10.2 million of the net proceeds to repay obligations for
principal and interest under the Bridge Notes issued in April 1998. As of
November 8, 1999, the remaining proceeds of the Offering had been added to the
general funds of the corporation for use as working capital. Also upon the
consummation of the Offering, all outstanding shares of Giga's Series A, B, C
and D Convertible Preferred Stock automatically converted into 4,686,784 shares
of common stock.
At September 30, 1999, Giga had cash, cash equivalents and marketable
securities of approximately $8.8 million. During the nine months ended September
30, 1999, Giga's capital expenditures totaled approximately $3.6 million,
primarily for computer equipment, application software, and associated
implementation costs. Giga expects that additional purchases of computer
equipment and software will be made and placed into service as Giga endeavors to
enhance its infrastructure and as its employee base and customer base grows. As
of September 30, 1999, Giga had no material commitments for capital
expenditures, and Giga does not currently expect the rate of capital spending to
vary significantly through the end of 1999.
Net cash used in continuing operations was approximately $8.4 million
for the nine months ended September 30, 1999 versus $9.0 million for the same
period of 1998. This decrease in net cash used in continuing operations was due
principally a decrease in the net loss and to changes in various balance sheet
accounts, particularly accounts receivable, accounts payable and accrued
expenses.
Net cash provided by investing activities was approximately $1.6
million for the nine-month period ended September 30, 1999 versus $5.9 million
of cash used in investing activities for the same period of 1998. The increase
was primarily due to maturity of marketable debt securities offset by purchases
of marketable securities and computer equipment, applications software, and
associated implementation costs.
14
<PAGE>
Giga did not undertake any significant financing activity in the
nine-month period ended September 30, 1999. Cash used in financing activities
was approximately $134,000 for this period. During the same nine-month period of
1998, financing activities were composed of Giga's Offering, which raised net
proceeds of $33.8 million, issuance of the Bridge Notes and Common Stock
warrants, which raised net proceeds of $9.8 million, issuance of Series D
Convertible Preferred Stock and Series D Preferred warrants, which raised net
proceeds of $1.9 million, and issuance of Common Stock pursuant to stock option
and warrant exercises, which raised $325,000. These proceeds were used in
part to repay principal on outstanding debt in the amount of $11.7 million,
including the repayment of $10.0 million in Bridge Notes.
To date, Giga has spent substantial amounts on capital and operating
expenditures, which have contributed to an accumulated deficit of $83.8 million.
Capital and operating expenditures outpaced revenues due to numerous factors
such as, increased marketing efforts for Giga's services, the high cost to
attract and retain qualified employees, efforts to develop and market new
services and products, and enhancement of the GigaWeb system and internal
infrastructure. Beginning in the third quarter of 1999, however, Giga undertook
several initiatives to reduce specific expense items and to reduce overall
expense growth. As a result of these continuing efforts, Giga believes that its
existing cash, cash equivalents, and maturing marketable securities along with
cash expected to be generated from operations, net of the repayment of debt as
it becomes due, will be sufficient to fund Giga's cash needs until at least the
third quarter of 2000.
However, in the event that Giga encounters difficulties in collecting
accounts receivable, experiences low or reduced subscription renewal rates or
otherwise has revenues that are lower than planned, or expenses that are higher
than planned, Giga might require additional working capital. Giga has access to
an invoice factoring arrangement with a commercial bank under which Giga could
borrow up to $3.0 million or 80% of eligible accounts receivable, whichever is
less. If necessary, Giga would consider various other sources of financing,
including, but not limited to, private placements, the sale of assets and
strategic alliances, but there can be no assurance that such financing would be
available to Giga on terms that are acceptable, if at all. If adequate funds are
not available, Giga may be required to reduce its fixed costs and delay, scale
back or eliminate certain of its services, any of which could have a material
adverse effect on Giga's business, financial condition and results of
operations.
YEAR 2000 COMPLIANCE
Giga has commenced a readiness program to ensure that the computer
systems and applications upon which it relies for internal operations and
external communications with clients and others will function properly beyond
1999. Giga is leveraging the knowledge of its research staff to focus the
efforts of its readiness program. Giga's readiness program is an extension of
its ongoing effort to upgrade systems, applications and infrastructure that have
been rendered obsolete due to advances in technology and Giga's high growth.
Giga's products do not affect its client's internal systems. The
delivery mechanisms for Giga's Advisory Service are GigaWeb (access over the
Internet), IntraGiga (an FTP or HTTP download of Giga's Research for use on
internal networks) and GigaNotes (a Lotus Notes database of Giga's Research).
Giga does not provide software to enable clients to access research content.
Giga's products are not directly date dependent. Giga's primary
product, Advisory Service, consists in part of original written research content
created by Giga analysts. While some search or display capabilities of GigaWeb
may be affected, GigaWeb will not cease to function as a result of limitations
in processing date/time data.
15
<PAGE>
GigaWeb uses enhanced database, search engine, and related technology
in order to provide clients with a total delivery solution for Giga research
content. Outlined below are some of the issues Giga is addressing with regard to
the GigaWeb Year 2000 Readiness Program. These are issues that exist in
GigaWeb's present form. An upgrade to GigaWeb, which will be available in late
1999, is expected to resolve these concerns. To the extent that these
improvements contain date dependent technology, they will be developed to be
fully Year 2000 compliant.
o Order Management: All dates used by Giga's order management
system are stored in a format that correctly represents and
enables manipulation of dates in the twentieth and twenty-first
centuries and beyond. Accordingly, we do not anticipate any
problems with passwords that would restrict our user's ability to
access GigaWeb.
o Search Capabilities: Giga uses a third-party search engine, which
is certified to be Y2K compliant by its manufacturer. We do not
anticipate any problems with searching and retrieving GigaWeb
content.
o Third Party Content: We are currently working with third-party
content providers to ensure that the manner in which information
is provided is free from Y2K associated problems.
A few of Giga's e-Business Services incorporate a software component.
These software programs are designed to assist clients in evaluating their
internal IT projects and therefore should not have Y2K implications.
Prior to the commencement of Giga's Y2K readiness initiative, certain
internal business systems critical to the continuing operations of Giga had been
identified for replacement due to advances in technology and Giga's growth. In
addition, as a result of Giga's Y2K readiness program, internal business systems
that may require remediation or replacement specifically due to the Y2K issue
have been identified. In either case, the systems ranked highest in priority
have either been replaced or scheduled for replacement. Giga estimates that, as
of November 5, 1999, the replacement effort was approximately 95% complete for
software applications and 100% complete for computer hardware. Giga's objective
is to substantially complete the replacement of internal business systems by the
end of November 1999. Replacement systems have been developed internally and/or
purchased from third party vendors. Internally developed systems have been
tested for compliance using simulated Y2K conditions including leap year
conditions. Newly purchased systems are or will be verified as Y2K compliant by
the vendors.
Giga has completed its review of older computer hardware, mainly
desktop systems, particularly in its European operations and has replaced
non-compliant equipment. This equipment is not critical to ongoing business
operations. As of October 1999, Giga has spent approximately $120,000 to replace
hardware with possible Y2K issues. The costs to replace the equipment are not
material and have been capitalized. Giga estimates that a total of approximately
$150,000 will be spent on this replacement effort.
Giga has identified significant service providers, vendors, suppliers
and customers believed to be most critical to its business operations and is
assessing the extent to which its operations are vulnerable if these vendors
fail to achieve Y2K compliance. For approximately 95% of the vendors identified,
Giga has surveyed their stage of Y2K readiness through questionnaires,
disclosures available from their websites and other available means. While these
vendors have plans and programs underway to become compliant, there is no
guarantee that their systems will be converted on a timely basis.
Giga presently believes that it may experience some disruption in its
business due to the Y2K issue. Giga is dependent on the Internet infrastructure
for providing reliable GigaWeb access. GigaWeb is an Internet based information
delivery interface and the primary delivery medium for Giga's Continuous
Information Services. Year 2000 issues could affect the power grid and
communications networks that provide the Internet's infrastructure. The
occurrence of such problems would be beyond Giga's control. The possible
consequences of Giga or its key suppliers or customers not being Y2K compliant
include, but are not limited to, (1) delays in delivery or an inability to
deliver its Continuous Information Services, (2) vendor or supplier delays in
delivery or an inability to deliver goods or services critical to Giga's
continuing operation, (3) delays in or an inability to bill and collect amounts
due from customers, and (4) delays in or an inability to remit on the part of
Giga's customers. As a result, the business and results of operations could be
materially adversely affected by a temporary inability to conduct ordinary
business for a period of time after January 1, 2000. However, Giga believes that
its actions and plans should significantly reduce the adverse effects of any
disruptions.
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Concurrent with its readiness program, Giga is in the process of
developing and refining contingency plans in the event of possible interruptions
in business operations. These plans include the complete back-up of GigaWeb for
quick restoration at an alternate geographic site, available and compliant
replacement PC hardware and application software and the development of internal
diagnostic procedures to quickly identify work-arounds and solutions. These
contingency plans and their related costs will be continuously evaluated and
refined as new and additional information becomes available. Giga estimates the
costs of its contingency plan to be approximately $100,000.
It is currently estimated that the total cost of Giga's Y2K efforts
will be approximately $415,000, or 4% of Giga's actual and projected IT costs
over the project period. Of these costs $20,000 are costs incurred for the
services of outside consultants and advisors and $395,000 are primarily payroll
costs for Giga's information technology groups, incurred exclusively in
connection with its Y2K efforts. This estimate does not include costs associated
with systems previously scheduled for upgrade or replacement. As of October 31,
1999, an approximate cumulative total of $367,000 has been spent for its Y2K
efforts, of which $20,000 is costs incurred for the services of outside
consultants and advisors and $347,000 is primarily payroll costs for Giga's
information technology groups, incurred exclusively in connection with its Y2K
efforts. For the ten months ended October 31, 1999, approximately $234,000 has
been spent on Giga's Y2K efforts, of which $8,000 is costs incurred for the
services of outside consultants and advisors and $226,000 is primarily payroll
costs for Giga's information technology groups, incurred exclusively in
connection with its Y2K efforts. These costs are being expensed as incurred and
funded through operating cash flow. These cost estimates do not include the
costs associated with contingency plans under development or the costs for
computer hardware and software replacement which would normally be capitalized,
estimated to be $100,000 and $165,000, respectively. The estimated costs of
Giga's readiness program are subject to change as the program progresses.
17
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
USE OF PROCEEDS
Giga's Registration Statement on Form S-1 (Registration No.
333-52899), (the "Registration Statement"), relating to the Offering was
declared effective by the Securities and Exchange Commission on July 29, 1998.
The sale of 3,000,000 shares of Giga's Common Stock, $0.001 par value, at $12.50
per share commenced on July 30, 1998 and was completed on August 4, 1998. The
managing underwriters for the Offering were Friedman, Billings, Ramsey & Co.,
Inc. and Prudential Securities Incorporated. The total price to the public was
$37.5 million before underwriting discounts and commissions of $2.625 million
and offering expenses of $1.082 million. All such expenses are direct or
indirect payments to others. None of such expenses were paid directly or
indirectly to any director or officer of Giga or their associates, persons
owning ten percent or more of any class of equity securities of Giga, or an
affiliate of Giga.
As of November 8, 1999, Giga had used a portion of the $33.8 million
net proceeds from the Offering to repay the Bridge Notes aggregating to $10.0
million of principal plus $210,000 of accrued interest thereon. Furthermore,
Giga had added the remaining $23.6 million of such net proceeds to the general
funds of the corporation for use as working capital. None of the net proceeds of
the Offering were paid directly or indirectly to any director or officer of Giga
or their associates, persons owning ten percent or more of any class of equity
securities of Giga or an affiliate of Giga except to the extent that a portion
of the working capital was used for (i) salaries and expenses of officers and
expenses of directors and (ii) to meet working capital needs of Giga's
subsidiaries, both in the normal course of business.
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<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
10.1 Consulting Agreement dated as of August 23, 1999 between
the Registrant and John Landry
11 Statement of Computation of Per Share Earnings
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K
Giga filed a Current Report on Form 8-K, dated July 29, 1999,
pertaining to a press release announcing Giga's results of operations
for the three and six months ended June 30, 1999.
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<PAGE>
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.
GIGA INFORMATION GROUP, INC.
November 12, 1999 By: /s/ Daniel M. Clarke
------------------------
Daniel M. Clarke
Senior Vice President.
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
- ------ ------------------------
10.1 Consulting Agreement dated as of August 23, 1999 between the
Registrant and John Landry
11 Statement of Computation of Per Share Earnings
27 Financial Data Schedule
21
CONSULTING AGREEMENT
--------------------
This Consulting Agreement ("AGREEMENT") is entered into by and
between John Landry ("CONSULTANT") and Giga Information Group, Inc. ("COMPANY")
dated as of August 23, 1999.
CONSULTANT has been requested by COMPANY to provide consulting
services and advice as requested by COMPANY in accordance with the terms,
covenants and conditions set forth below. In consideration of the following
terms, covenants and conditions, the parties agree as follows:
1. Term. The term of this AGREEMENT shall be the period commencing on
August 23, 1999 and ending on August 31, 2001, or until completion of the
project/assignment set forth in paragraph 2, whichever date is earlier. Either
party may also terminate this AGREEMENT upon not less than sixty (60) days'
prior written notice to the other.
2. Services. CONSULTANT agrees to serve as a consultant to COMPANY
during the term of this AGREEMENT, to provide advice, guidance and knowledge
related to strategy and executive management as reasonably required by COMPANY.
CONSULTANT shall allocate an average minimum of 15 hours per month to his
consulting services hereunder. Nothing contained herein shall preclude
CONSULTANT from representing, performing services for or being employed by such
additional clients, persons or companies (other than a competitor of COMPANY) as
CONSULTANT in his sole discretion sees fit, so long as such activities do not
conflict or interfere with CONSULTANT'S performance under this AGREEMENT.
3. Independent Contractor. CONSULTANT shall be an independent
contractor in the making and performance of this AGREEMENT and is not, and shall
not be construed to be, an employee, agent or servant of COMPANY. COMPANY shall
have no liability whatsoever for withholding, collection or payment of income
taxes or for taxes of any other nature on behalf of CONSULTANT, and CONSULTANT
hereby agrees to indemnify COMPANY for any liability, cost or expense incurred
by COMPANY as a result of COMPANY'S failure to withhold. Under no circumstances
shall CONSULTANT have or claim to have power of decision hereunder in any
activity on behalf of COMPANY, nor shall he have the power or authority
hereunder to obligate, bind or commit COMPANY in any respect. It is specifically
understood that COMPANY shall not, with respect to CONSULTANT'S services,
exercise or have the power to exercise such control over CONSULTANT as would
indicate or establish that a relationship of employer and employee exists
between CONSULTANT and COMPANY. CONSULTANT is free to engage at CONSULTANT'S
expense such other employees or agents of CONSULTANT that CONSULTANT deems
necessary for the satisfactory completion of the project/assignment set forth in
Paragraph 2, provided that any such employees or agents first execute COMPANY'S
standard form of Confidential and Proprietary Information, Trade Secrets and
Non-Solicitation Agreement. The parties further agree that CONSULTANT shall have
the right to control the manner and means by which the contracted
project/assignment is achieved, subject only to the satisfaction of COMPANY as
to the quality, effectiveness and timeliness of the required results.
<PAGE>
4. Expenses. COMPANY agrees to reimburse CONSULTANT for reasonable
travel, living and related expenses incurred by CONSULTANT when requested by
Company to travel hereunder, upon submission of appropriate documentation.
Airplane travel may be First Class.
5. Stock Option. Subject to ratification of this AGREEMENT by the
Board of Directors of the COMPANY, CONSULTANT shall receive on the date hereof a
five-year, non-qualified stock option for 25,000 shares of COMPANY Common Stock
under COMPANY's 1999 Share Incentive Plan, having an exercise price equal to the
Fair Market Value of the Common Stock at the time of grant, and in accordance
with a customary grant letter to be entered into with CONSULTANT. The option
will provide for vesting as follows: 2,000 shares on September 30, 1999 and
1,000 shares for each full calendar month thereafter through August 30, 2001.
However, the aforementioned vesting will accelerate upon a Change of Control, as
defined in subsections 13 (b)(i) through (v) of the COMPANY's 1999 Share
Incentive Plan (regardless of any contrary action by the Board), or if
CONSULTANT fails to be nominated or re-elected as a Director, in each case
(regarding his continuing as a Director) without his prior consent. Furthermore,
vesting will terminate: (1) if CONSULTANT terminates this Agreement or (2) if
COMPANY terminates this AGREEMENT.
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<PAGE>
6. Confidential Information. CONSULTANT understands and acknowledges
that during the term of this AGREEMENT he may have access to and become
acquainted with certain confidential information and trade secrets, which are
private or confidential in that they are not generally known or available to the
public, or give COMPANY, and its subsidiaries and related companies, an
opportunity to obtain an advantage over competitors who do not know or use such
information. CONSULTANT agrees that he shall not disclose any such confidential
information or trade secrets to any person or entity, either directly or
indirectly, or use said confidential information or trade secrets for his
personal benefit or in any other way, except in the performance of CONSULTANT'S
responsibilities set forth in this AGREEMENT. However, this obligation will not
apply to information which is or becomes publicly available without fault on the
part of CONSULTANT, is already in CONSULTANT'S possession prior to the time
CONSULTANT gains access to the data under this AGREEMENT, is independently
developed by CONSULTANT, or is rightfully obtained from third parties. Upon
termination of this AGREEMENT, CONSULTANT shall return to COMPANY all copies of
all data, materials and documents which belong to COMPANY (whether or not such
data, materials or documents were prepared by COMPANY, the CONSULTANT or
others).
7. Proprietary Rights. (a) CONSULTANT agrees that if any inventions,
discoveries or improvements are conceived, first reduced to practice, made or
developed in anticipation of, in the course of, or as a result of, work
performed under this AGREEMENT, CONSULTANT will assign to COMPANY the
CONSULTANT'S entire right, title and interest in and to such inventions,
discoveries and improvements, and any patents that may be granted in any country
of the world. CONSULTANT further agrees that, without charge to COMPANY or its
designee, CONSULTANT will sign all papers and do all acts which may be
necessary, desirable or convenient to enable COMPANY at its expense to file and
prosecute applications for patents on such inventions, discoveries and
improvements, and to maintain any such patents granted.
(b) The entire right, title and interest, including copyright, in all
original works of authorship fixed in any tangible medium or expression
originated and developed by CONSULTANT as a part of the work covered by this
AGREEMENT shall be transferred to and vested in COMPANY. The parties expressly
agree to consider as works made for hire those works ordered or commissioned by
COMPANY which qualify as such in accordance with the copyright laws. For all
such original works, CONSULTANT agrees to provide documentation satisfactory to
COMPANY to assure the conveyance of all such right, title and interest,
including copyright, to COMPANY. The cost of conveying such rights shall be at
COMPANY'S expense. In the event the work is deemed not to be a work for hire,
CONSULTANT irrevocably transfers, assigns and conveys the exclusive copyright
ownership to COMPANY, free and clear of any liens, claims, or other encumbrances
to the fullest extent permitted by law.
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<PAGE>
(c) CONSULTANT agrees to disclose and furnish promptly to COMPANY any
and all technical information, computer or other apparatus programs,
specifications, drawings, records, documentation, works of authorship or other
creative works, ideas, knowledge or data, written, oral or otherwise expressed,
originated or developed by CONSULTANT, as a result of work performed under or in
anticipation of this AGREEMENT. CONSULTANT further agrees that all such
information shall be the property of COMPANY, shall be used only in providing
services under this AGREEMENT, and may not be used for other purposes, except
upon such terms as a may be agreed upon by COMPANY in writing.
(d) CONSULTANT warrants the originality of the work prepared for
COMPANY under this AGREEMENT, its disclosure to COMPANY exclusively, and that no
portion of the work prepared for COMPANY under this AGREEMENT is derived from
any work owned by another party. If such information includes materials
previously developed or copyrighted by CONSULTANT and not originated or
developed under this AGREEMENT, CONSULTANT grants and agrees to grant to COMPANY
any unrestricted, royalty-free license to use and copy such materials.
(e) CONSULTANT warrants that the use of any work product, or any part
thereof, furnished under this AGREEMENT by CONSULTANT to COMPANY, will not
infringe any U.S. patent, copyright, trade secret or other proprietary right and
that he is not currently bound by any other agreement, restriction or obligation
and will not assume such obligation or restriction which would in any way
interfere or would be inconsistent with the services to be provided to COMPANY
under this AGREEMENT.
8. Governing Law. This AGREEMENT shall in all respects be
interpreted, enforced and governed under the laws of the Commonwealth of
Massachusetts.
4
<PAGE>
9. Arbitration. (a) All disputes between CONSULTANT (and his
attorneys, successors, and assigns) and COMPANY (and its affiliates,
shareholders, directors, officers, employees, agents, successors, attorneys, and
assigns) relating in any manner to any and all disputes arising out of or
relating to this AGREEMENT or the interpretation or breach thereof ("Arbitrable
Claims") shall be resolved by arbitration. All persons and entities specified in
the preceding sentence (other than COMPANY and CONSULTANT) shall be considered
third-party beneficiaries of the rights and obligations created by this Section
on Arbitration. Arbitrable Claims shall include, but are not limited to,
contract (express or implied) and tort claims of all kinds, as well as all
claims based on any federal, state, or local law, statute, or regulation,
excepting only claims under applicable workers' compensation law and
unemployment insurance claims. Arbitration shall be final and binding upon the
parties and shall be the exclusive remedy for all Arbitrable Claims, except that
COMPANY may, at its option, seek injunctive relief and damages in court for any
breach of Sections 6 and 7 of this AGREEMENT. Subject to the foregoing sentence,
THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO
ARBITRABLE CLAIMS.
(b) Arbitration of Arbitrable Claims shall be in accordance with the
Employment Dispute Resolution Rules of the American Arbitration Association
("AAA Employment Rules"), except as provided otherwise in this AGREEMENT. In any
arbitration, the burden of proof shall be allocated as provided by applicable
law. Either party may bring an action in court to compel arbitration under this
AGREEMENT and to enforce an arbitration award. Otherwise, neither party shall
initiate or prosecute any lawsuit or administrative action in any way related to
any Arbitrable Claim. All arbitration hearings under this AGREEMENT shall be
conducted at the COMPANY office or branch where this AGREEMENT was executed or,
in the event the branch is no longer in operation, at the COMPANY office
geographically closest to the place where this AGREEMENT was executed. The
Federal Arbitration Act shall govern the interpretation and enforcement of this
Section. The fees of the arbitrator shall be split between both parties equally.
All proceedings and all documents prepared in connection with any Arbitrable
Claim shall he confidential and, unless otherwise required by law, the subject
matter thereof shall not be disclosed to any person other than the parties to
the proceedings, their counsel, witnesses and experts, the arbitrator, and, if
involved, the court and court staff.
5
<PAGE>
10. Survival. The rights and obligations of CONSULTANT and COMPANY
set forth in Sections 4, 6, 7 and 9 shall survive the expiration or termination
of this AGREEMENT.
11. Entire Agreement; Amendments. This AGREEMENT sets forth the
entire agreement between the parties and fully supersedes any and all prior
agreements or understandings between the parties relating to the subject matter
hereof. Any amendment or modification to this AGREEMENT must be made in writing
and signed by both parties. Nothing contained herein shall affect CONSULTANT'S
rights or obligations as a director of COMPANY or any other compensation he may
receive in such capacity.
12. Counterparts. This AGREEMENT may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
taken together shall constitute one and the same instrument.
13. Notices. All notices under this AGREEMENT shall be in writing and
delivered in person or sent by telefax or by registered mail, charges prepaid.
Any notice given hereunder shall be deemed to be received and effective (i) on
the date of such delivery or (ii) on the date of receipt of confirmation by
answerback, in the case of telefax, in each case to the appropriate address or
telefax number set forth below (or to such other addresses or telefax numbers as
a party may designate as to itself by notice to the other party):
If to COMPANY:
Giga Information Group, Inc.
One Longwater Circle
Norwell, Massachusetts 02061
Telefax: (781) 878-6650
Attention: Daniel M. Clarke
If to CONSULTANT:
85 Old Connecticut Path
Wayland, MA 01778
6
<PAGE>
14. Assignability. CONSULTANT may not assign, transfer, pledge,
encumber or hypothecate this AGREEMENT, or any of his rights hereunder (whether
by operation of law or otherwise), and this AGREEMENT shall not be subject to
execution, attachment or similar proceeding. Any attempted assignment, transfer,
pledge, encumbrance, hypothecation or other disposition of this AGREEMENT,
contrary to the provisions hereof, and the levy of any attachment or similar
proceeding upon this AGREEMENT, or CONSULTANT'S rights hereunder, shall be null
and void and without effect, but the benefits and obligations of CONSULTANT
hereunder shall inure to the benefit of and shall be binding upon his heirs,
executors, administrators, and legal representatives. This AGREEMENT shall inure
to the benefit of and shall be binding upon COMPANY and its successors.
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT
on the day and year first above written, subject to ratification by the Board of
Directors of the
COMPANY.
John Landry
85 Old Connecticut Path
Wayland, MA 01778
- ------------------------------------
Date:
----------------------------------
Giga Information Group, Inc.
One Longwater Circle
Norwell, MA 02061
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date:
----------------------------------
7
EXHIBIT 11
Statement of Computation of Per Share Earnings
NET LOSS PER SHARE
Net loss per share is calculated as follows:
(Unaudited, in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
-------- -------- --------- --------
<S> <C> <C> <C> <C>
Net loss $ (4,434) $ (5,629) $ (14,157) $(15,081)
======== ======== ========= ========
BASIC:
Weighted average common shares outstanding 10,018 7,142 9,988 3,825
======== ======== ========= ========
Net loss per common share $ (0.44) $ (0.79) $ (1.42) $ (3.94)
======== ======== ========= ========
DILUTED:
Weighted average common shares outstanding 10,018 7,142 9,988 3,825
Effect of dilutive securities:
Convertible notes -- -- -- --
Stock options -- -- -- --
Warrants -- -- -- --
-------- -------- --------- --------
Weighted average common and common
equivalent shares outstanding 10,018 7,142 9,988 3,825
======== ======== ========= ========
Net loss per common and common
equivalent share $ (0.44) $ (0.79) $ (1.42) $ (3.94)
======== ======== ========= ========
</TABLE>
22
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF GIGA INFORMATION GROUP, INC. FOR
THE QUARTER ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRITY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> SEP-30-1998 SEP-30-1999
<CASH> 22,486 7,024
<SECURITIES> 4,209 1,804
<RECEIVABLES> 8,166 13,810
<ALLOWANCES> 410 382
<INVENTORY> 0 0
<CURRENT-ASSETS> 42,374 30,524
<PP&E> 5,777 8,567
<DEPRECIATION> 3,356 2,943
<TOTAL-ASSETS> 44,963 36,337
<CURRENT-LIABILITIES> 31,555 40,178
<BONDS> 0 0
0 0
0 0
<COMMON> 10 10
<OTHER-SE> 12,832 (3,851)
<TOTAL-LIABILITY-AND-EQUITY> 44,963 36,337
<SALES> 8,750 12,462
<TOTAL-REVENUES> 8,750 12,462
<CGS> 4,579 5,234
<TOTAL-COSTS> 13,669 16,937
<OTHER-EXPENSES> (195) 64
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 162 115
<INCOME-PRETAX> (4,886) (4,424)
<INCOME-TAX> 36 10
<INCOME-CONTINUING> (4,922) (4,434)
<DISCONTINUED> 0 0
<EXTRAORDINARY> (707) 0
<CHANGES> 0 0
<NET-INCOME> (5,629) (4,434)
<EPS-BASIC> (0.79) (0.44)
<EPS-DILUTED> (0.79) (0.44)
</TABLE>
