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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 March 31, 2000
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.
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(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 02142
(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 May 5, 2000, there were 10,166,566 shares of Common Stock, $.001 par
value, of the registrant outstanding.
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47954.0001
<PAGE>
GIGA INFORMATION GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations for the three months ended
March 31, 2000 (unaudited) and March 31, 1999 (unaudited) 3.
Condensed Consolidated Balance Sheets at March 31, 2000 (unaudited)
and December 31, 1999 4.
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2000 (unaudited) and March 31, 1999 (unaudited) 5.
Notes to Condensed Consolidated Financial Statements (unaudited) 6.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9.
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 15.
Item 6. Exhibits and Reports on Form 8-K 15.
SIGNATURE PAGE 16.
INDEX TO EXHIBITS 17.
</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
MARCH 31,
2000 1999
---------------- -----------------
<S> <C> <C>
Revenues:
Research, advisory and consulting $ 14,766 $ 10,354
Other, principally events 2,073 1,586
---------------- -----------------
Total revenues 16,839 11,940
Costs and expenses:
Cost of services 7,296 6,152
Sales and marketing 7,672 6,570
Research and development 543 254
General and administrative 2,795 2,118
Depreciation and amortization 645 379
---------------- -----------------
Total costs and expenses 18,951 15,473
---------------- -----------------
Loss from operations (2,112) (3,533)
---------------- -----------------
Interest income 107 254
Interest expense (23) (37)
Foreign exchange loss (463) (244)
---------------- -----------------
Loss from operations before income taxes (2,491) (3,560)
Income tax provision/(benefit) (27) 42
---------------- -----------------
Net loss $ (2,464) $ (3,602)
================ =================
Results per common share:
Historical - basic and diluted:
Net loss $ (0.24) $ (0.36)
================ =================
Weighted average number of shares used to compute
results per common share 10,106,752 9,955,957
================ =================
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
3
<PAGE>
GIGA INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,692 $ 5,381
Marketable securities - 801
Trade accounts receivable, net of allowance for uncollectible accounts of $471
and $473 at March 31, 2000 and December 31, 1999, respectively 13,961 21,199
Unbilled accounts receivable 6,128 4,974
Prepaid expenses and other current assets 5,288 5,174
----------------- -----------------
Total current assets 34,069 37,529
Property and equipment, net 5,966 6,188
Other assets 473 478
----------------- -----------------
Total assets $ 40,508 $ 44,195
================= =================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 2,436 $ 3,471
Deferred revenues 38,311 37,817
Accrued expenses and other current liabilities 6,622 8,197
Current portion of long-term debt 404 527
----------------- -----------------
Total current liabilities 47,773 50,012
Deferred revenues 459 569
----------------- -----------------
Total liabilities 48,232 50,581
Stockholders' deficit:
Preferred Stock, $.001 par value; 5,000,000 shares authorized, no shares issued and
outstanding at March 31, 2000 and December 31, 1999 - -
Common Stock, $.001 par value: 60,000,000 shares authorized, 10,159,236 and 10,043,401
shares issued and outstanding at March 31, 2000 and December 31, 1999, respectively 10 10
Additional paid-in capital 81,345 80,664
Deferred compensation (824) (983)
Accumulated deficit (89,448) (86,985)
Accumulated other comprehensive income 1,193 908
----------------- -----------------
Total stockholders' deficit (7,724) (6,386)
----------------- -----------------
Total liabilities and stockholders' deficit $ 40,508 $ 44,195
================= =================
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
4
<PAGE>
GIGA INFORMATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------------
2000 1999
------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,464) $ (3,602)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 645 379
Provision for doubtful accounts (9) (2)
Loss on sale of fixed assets - 8
Compensation expense related to stock options 523 65
Change in assets and liabilities:
Decrease in accounts receivable 5,930 6,375
Decrease (increase) in prepaid expenses and other current assets 211 (1,389)
Decrease in other assets 6 3
(Decrease) increase in deferred revenues 512 (1,349)
Decrease in accounts payable and accrued liabilities (2,566) (188)
------------- --------------
Net cash provided by operating activities 2,788 300
------------- --------------
Cash flows from investing activities:
Acquisition of equipment and improvements (429) (1,137)
Purchases of marketable securities - (4,157)
Proceeds from maturities of marketable securities 801 6,694
Other, net 2 4
------------- --------------
Net cash provided by investing activities 374 1,404
------------- --------------
Cash flows from financing activities:
Proceeds from issuance of common stock under option plans 205 28
Proceeds from issuance of common stock due to exercise of warrants 116 38
Principal payments on long-term debt (123) (108)
------------- --------------
Net cash provided by (used in) financing activities 198 (42)
------------- --------------
Effect of exchange rates on cash (49) (22)
------------- --------------
Net increase in cash and cash equivalents 3,311 1,640
Cash and cash equivalents, beginning of period 5,381 14,149
------------- --------------
Cash and cash equivalents, end of period $ 8,692 $15,789
============= ==============
Supplementary cash flow information:
Income taxes paid $ - $ 42
Interest paid $ 23 $ 37
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements.
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 March 31, 2000 and for the three months
ended March 31, 2000 and 1999 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, 1999, as
filed with the Securities and Exchange Commission.
2. Historical Net Loss per Common Share
Giga computes basic and diluted earnings per share in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share." Basic earnings per share is based upon the weighted average number of
common shares outstanding during the period. Common equivalent shares have been
excluded from the computation of diluted loss per share as their effect would be
anti-dilutive. Common equivalent shares result from the assumed exercise of
outstanding stock options and warrants, the proceeds of which are then assumed
to have been used to repurchase outstanding common stock using the treasury
stock method, and the conversion of convertible notes into common stock. As a
result, options and warrants to purchase shares of common stock in the amount of
3,580,999 shares at March 31, 2000 and 2,630,150 shares at March 31, 1999 were
excluded from the calculation of diluted net loss per common share. At March 31,
2000, options and warrants for 2,814,997 shares of common stock had an exercise
price that was below the average market value per share of Giga's common stock
during the fiscal quarter.
3. Comprehensive Income (Loss)
Giga has adopted SFAS No. 130, "Reporting Comprehensive Income,"
which establishes standards for the reporting and display of comprehensive
income and its components in general purpose financial statements. Comprehensive
income is comprised of net income and other comprehensive income. Other
comprehensive income includes certain changes in equity that are excluded from
net income. At March 31, 2000 and 1999, accumulated other comprehensive income
was comprised solely of cumulative foreign currency translation adjustments. The
individual components of comprehensive income are reflected in the table below
(in thousands).
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
Net loss $ (2,464) $ (3,602)
Other comprehensive income, net of tax:
Foreign currency translation adjustment 285 535
--------------- ---------------
Comprehensive loss $ (2,179) $ (3,067)
=============== ===============
</TABLE>
6
<PAGE>
GIGA INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement was amended by the issuance of SFAS No. 137,
"Deferral of the Effective Date of FASB Statement No. 133," which changed the
effective date of SFAS No. 133 to all fiscal years beginning after June 15, 2000
(fiscal year 2001 for Giga Information Group). SFAS No. 133 requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, the type of hedge
transaction. Management of Giga Information Group anticipates that, due to its
limited use of derivative instruments, the adoption of SFAS No. 133 will not
have a significant effect on Giga's results of operations or its financial
position.
In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 101, ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 summarizes the SEC's views in applying generally
accepted accounting principles to selected revenue recognition issues in
financial statements. The application of the guidance in SAB 101 will be
required in the second quarter of fiscal 2000. Giga is currently determining the
impact that SAB 101 will have on its financial position and results of
operations.
In March 2000, the FASB issued FASB Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation - an
interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44 clarifies the
application of APB Opinion No. 25 and among other issues clarifies the
following: the definition of an employee for purposes of applying APB Opinion
No. 25; the criteria for determining whether a plan qualifies as a
non-compensatory plan; the accounting consequence of various modifications to
the terms of previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. Giga does not
expect the application of FIN 44 to have a material impact on Giga's financial
position or results of operations.
5. Stockholder Rights Plan
On February 18, 2000, Giga's Board of Directors adopted a Stockholder
Rights Plan ("Plan") designed to protect Giga stockholders in the event of
takeover activity that would deny them the full value of their investment.
Terms of the Plan provide for a dividend distribution of one right
for each share of Giga Common Stock to holders of record at the close of
business on March 3, 2000. The rights will become exercisable only in the event,
with certain exceptions, a person or group of affiliated or associated persons
accumulates 15 percent or more of Giga's voting stock, or if a person or group
announces an offer to acquire 15 percent or more. A stockholder who owns 15
percent or more of Giga's voting stock as of February 18, 2000 will not trigger
this provision unless the stockholder thereafter acquires an additional one
percent or more of the outstanding stock. The rights will expire on February 18,
2010.
Each right will entitle the holder to buy one one-hundredth of a
share of a new series of preferred stock at a price of $95. In addition, upon
the occurrence of certain events, holders of the rights would be entitled to
purchase either Giga stock or shares in an "acquiring entity" at half of market
value. Further, at any time after a person or group acquires 15% or more (but
less than 50%) of Giga's outstanding voting stock, subject to certain
exceptions, the Board of Directors may, at its option, exchange part or all of
7
<PAGE>
GIGA INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
the rights (other than rights held by the acquiring person or group, which would
become void) for shares of Giga's common stock, initially on a four-for-one
basis.
Giga generally will be entitled to redeem the rights at $.01 per
right at any time prior to the time there has been a public announcement of the
acquisition of a 15 percent position in its voting stock, subject to certain
exceptions.
6. Restructuring and Exit Costs
In February 2000, Giga commenced plans to restructure its events and
conferences business. As a result, a total of 4 positions will be eliminated by
Giga in the fourth quarter of fiscal 2000. Approximately $31,000 of incremental
salaries and benefits cost was charged to cost of services for the three months
ended March 31, 2000 in association with this restructuring. As of March 31,
2000 no amounts have been paid or charged against this liability.
Also in February 2000, Giga commenced a plan to consolidate
operations in its Watford, UK and Windsor, UK locations into one common facility
in the Windsor area. The relocation will be completed in the first quarter of
fiscal 2001. As a result, Giga estimates 7 employees from its finance and its
conferences groups will not relocate to the Windsor area. For the three months
ended March 31, 2000, approximately $98,000 of additional rent expense and lease
cancellation fees, $40,000 of incremental salaries and benefits cost and $31,000
of incremental real estate and legal fees were charged to expense. Of the total
charges $83,000 was recorded as cost of services, $56,000 was recorded as sales
and marketing expense and $30,000 was recorded as general and administrative
expenses. As of March 31, 2000 no amounts have been paid or charged against
these liabilities.
7. Segment Information
Giga has determined that it operates in one reportable segment,
advisory services. This determination is based on Giga's method of internal
reporting and the similarities among its products and services. Giga's products
and services are similar with regard to financial performance and business risk,
targeted customer market, the methods used to market, sell and provide its
products and services to customers and their purpose which is to provide
customers with objective analyses and advice on developments and trends in
information technology and e-Business. Revenues from the products and services
within, and in support of, Giga's research, advisory and consulting 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 months ended March 31,
2000 and 1999, respectively (in thousands).
<TABLE>
<CAPTION>
REVENUES TOTAL ASSETS
--------------------------------- ---------------------------------
MARCH 31, MARCH 31,
--------------------------------- ---------------------------------
2000 1999 2000 1999
--------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
United States $ 13,409 $ 10,762 $ 32,131 $ 37,669
United Kingdom 2,488 809 5,190 3,151
Other International 942 369 3,187 2,374
--------------- -------------- --------------- ---------------
Consolidated $ 16,839 $ 11,940 $ 40,508 $ 43,194
=============== ============== =============== ===============
</TABLE>
8
<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
INFORMATION IN THIS QUARTERLY REPORT ON FORM 10-Q MAY CONTAIN
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE NOT STATEMENTS OF
HISTORICAL FACTS, BUT RATHER REFLECT GIGA'S CURRENT EXPECTATIONS CONCERNING
FUTURE EVENTS AND RESULTS. GIGA GENERALLY USES THE WORDS "BELIEVES", "EXPECTS",
"INTENDS", "PLANS", "ANTICIPATES", "LIKELY", "WILL" AND SIMILAR EXPRESSIONS TO
IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH FORWARD LOOKING STATEMENTS, INCLUDING
THOSE CONCERNING GIGA'S EXPECTATIONS, INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS, SOME OF WHICH ARE BEYOND GIGA'S CONTROL, WHICH
MAY CAUSE GIGA'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS , 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 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 FUTURE CAPITAL NEEDS
AND THE RISKS OF WORKING CAPITAL DEFICIENCY; GIGA'S DEPENDENCE ON KEY PERSONNEL;
COMPETITION FROM OTHER COMPANIES INCLUDING THOSE WITH GREATER RESOURCES THAN
GIGA; THE RISKS ASSOCIATED WITH THE DEVELOPMENT OF NEW SERVICES AND PRODUCTS;
THE POTENTIAL FOR SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS;
CONTINUED MARKET ACCEPTANCE AND DEMAND FOR GIGA SERVICES; UNCERTAINTIES RELATING
TO PROPRIETARY RIGHTS; GIGA'S DEPENDENCE ON THE INTERNET INFRASTRUCTURE; THE
RISK OF SYSTEM FAILURE; THE RISKS RELATED TO CONTENT; AND THE RISKS ASSOCIATED
WITH INTERNATIONAL OPERATIONS.
OVERVIEW
Giga provides objective research, advice and continuous coaching on
technology for e-Business. Giga's integrated suite of offerings helps clients
make strategic decisions about the technologies, people and processes needed to
excel in the new digital economy. Emphasizing close interaction among analysts
and clients, Giga delivers support with the speed and scope necessary for
e-Business. Giga's four principal product and services are (i) Advisory Service,
which includes ExperNet and Advisory Consulting, (ii) ePractices (formerly IT
Practice Services), (iii) Events and Conferences, and (iv) Web Site ScoreCard.
Giga's services are designed to be accessed through GigaWeb, partner Web
sites and consultation with the Giga's analysts and advisors.
Giga introduced its Advisory Service and GigaWeb in April 1996. In
July 1996, Giga introduced its ePractices services (formerly IT Practice
Services). Advisory Consulting was introduced in September 1997. Giga's Events
and Conferences product line was acquired with the acquisition of BIS in April
1995. Giga's Web Site ScoreCard offering was launched in the third quarter of
1999. For financial reporting purposes, revenues from (i) Advisory Service,
ePractices services, Advisory Consulting and Web Site ScoreCard are aggregated
into Research, advisory and consulting and (ii) Events and other services are
aggregated into Other. Giga expects that revenues from research, advisory and
consulting will continue to increase as a percentage of its total revenues.
Giga's principal products, Advisory Service and ePractices services,
are typically sold through annual contracts that generally provide for payment
at the commencement of the contract period. A portion of these 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 prorata basis over the term of the
contract. Revenues from other services are recognized as follows: events as they
occur and consulting and Web Site ScoreCard as such services are performed.
Unbilled receivables are primarily generated as a result of contractual extended
billing terms offered in connection with Giga's annual contracts. Giga also
records the related commission obligation upon acceptance of a contract and
amortizes the corresponding deferred commission over the contract period in
which the related revenues are earned. With the consistent application of these
9
<PAGE>
accounting policies as well as growth in contract value and volume, trade
accounts receivable, deferred revenues, unbilled accounts receivable and
deferred commissions are expected to increase.
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 in the European Community as well. In Canada,
Giga utilizes a full-scale 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 its products
in Israel, Korea, Italy, Argentina and Brazil through representatives. Revenues
from these representatives have been and are expected to continue to be
denominated in U.S. dollars. To date, however, such revenues have been
insignificant. As a result of fluctuations in exchange rates, transactions
denominated in foreign currencies have inherent 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 its business volume is
revenue run rate ("Revenue Run Rate"). Revenue Run Rate is defined as the
cumulative annualized subscription value of Giga's Advisory Services and
ePractices contracts in effect at a given point in time ("Annualized Value" or
"AV"), plus the previous 12 months' revenues from services not included in AV.
At March 31, 2000, Revenue Run Rate increased 32% to $69.2 million versus $52.3
million at the end of the first quarter of 1999. Annualized Value at March 31,
2000 increased 35% to $61.4 million from $45.5 million at March 31, 1999.
A majority of Giga's contracts renew automatically unless the
customer cancels the subscription. Giga's experience is that substantial
portions of customers renew expiring contracts for an equal or greater level of
total fees each year. Approximately 18% of contract value up for renewal in the
quarter ended March 31, 2000 cancelled, discontinuing all services, as compared
to 26% for the comparable period in 1999. 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 in part to Giga's limited
operating history and its unified Advisory Service model (the focus of which is
an integrated approach with fewer contracts/services per customer), in contrast
to the multiple-service model of Giga's major competitors.
Giga's operating expenses consist of cost of services, selling 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 research, advisory and consulting
and other services which include personnel expenses for analysts and other
personnel, direct expenses for events and conferences, royalties to third party
information providers and costs to create, print and distribute publications.
Sales and marketing expenses include personnel expenses, promotional expenses,
and sales commissions. Sales commissions are typically deferred when paid and
expensed as the related revenue is recognized. Research and development expenses
consist of personnel, consulting and other expenses to develop, enhance and
operate GigaWeb. General and administrative expenses are primarily personnel
costs and fees for professional services supporting the operational and
administrative functions of Giga.
In February 2000, Giga commenced plans to restructure its events and
conferences business and to consolidate operations in its Watford, UK and
Windsor, UK locations into one common facility. Approximately $31,000 of cost
was charged to cost of services for the three months ended March 31, 2000 in
association with the restructuring of Giga's events and conferences business.
Approximately $83,000 was recorded as cost of services, $56,000 was recorded as
sales and marketing expense and $30,000 was recorded as general and
administrative expenses for the three months ended March 31, 2000 in association
with the consolidation of locations in the UK. As of March 31, 2000 no amounts
have been paid or charged against these liabilities. See Note 6. to the
Condensed Consolidated Financial Statements.
Since its inception, Giga has incurred substantial costs to develop
its products and services, establish its GigaWeb delivery system, build a
management team and recruit, employ and train research analysts, sales personnel
10
<PAGE>
and support staff for its business. Giga expects to be slightly profitable for
the fourth quarter of fiscal 2000, while incurring significant losses for the
full fiscal 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
Strategic Decisions. 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.
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
MARCH 31,
-------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
Revenues:
Research, advisory and consulting 88% 87%
Other, principally events 12% 13%
-------------- --------------
Total revenues 100% 100%
============== ==============
Costs and expenses:
Cost of services 43% 52%
Sales and marketing 46% 55%
Research and development 3% 2%
General and administrative 17% 18%
Depreciation and amortization 4% 3%
-------------- --------------
Total costs and expenses 113% 130%
-------------- --------------
Loss from operations (13%) (30%)
-------------- --------------
Interest income 1% 2%
Interest expense - -
Foreign exchange loss (3%) (2%)
-------------- --------------
Loss from operations before income taxes (15%) (30%)
Income tax provision/(benefit) - -
-------------- --------------
Net loss (15%) (30%)
============== ==============
</TABLE>
Generally, the year-on-year decreases in Giga's operating expenses,
expressed as a percentage of total revenues in the table above, are primarily
due to leveraging those expenses over increased revenues derived from a growing
customer base.
11
<PAGE>
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
Revenues. Total revenues increased 41% to $16.8 million for the three
months ended March 31, 2000 from $11.9 million for the same three-month period
in 1999. The increase in total revenues was primarily due to the increase in
Research, Advisory and Consulting revenues.
Revenues from Research, Advisory and Consulting increased 43% to
$14.8 million for the three months ended March 31, 2000 from $10.4 million for
the same three-month period in 1999. The increase in revenues was primarily due
to growing market acceptance of Giga's services.
Other revenues increased 31% to $2.1 million for the three months
ended March 31, 2000 from $1.6 million for the same period in 1999. The increase
was primarily due to conference revenues.
Cost of services. Cost of services increased 19% to $7.3 million for
the three months ended March 31, 2000 from $6.2 million for the same three-month
period in 1999. The increase in costs was primarily due to expanding Giga's
staff of analysts to support Giga's increased customer base and recently
introduced Website ScoreCard product.
Sales and marketing. Sales and marketing expenses increased 17% to
$7.7 million for the three months ended March 31, 2000 from $6.6 million for the
same period in 1999. The increase was principally due to increased sales
commissions, business travel expenses and facilities costs.
Research and development. Research and development expenses increased
114% to $543,000 for the three months ended March 31, 2000 from $254,000 for the
same three-month period in 1999. The increase was primarily due to consulting
fees for the development of GigaWeb 3.0.
General and administrative. General and administrative expenses
increased 32% to $2.8 million for the three months ended March 31, 2000 from
$2.1 million for the same three-month period in 1999. The increase in expenses
was primarily due to infrastructure costs and general corporate expenses.
Depreciation and amortization. Depreciation and amortization expense
increased 70% to $645,000 for the three months ended March 31, 2000 from
$379,000 for the same three-month period in 1999. The increase was primarily due
to increased depreciation and amortization costs resulting from computer
equipment and software purchased for additional staff and the deployment of
financial and customer relationship management applications in the second half
of 1999.
Interest income and expense. Interest income decreased to $107,000
for the three months ended March 31, 2000 from $254,000 for the same three-month
period in 1999 due to lower cash balances available for investment. Interest
expense on long-term equipment financing decreased to $23,000 in the first
quarter of 2000 from $37,000 for the same period in 1999 due to lower
outstanding principal balances on equipment leases.
Foreign exchange loss. Foreign exchange losses recorded for the three
months ended March 31, 2000 were $463,000 compared to losses of $244,000 for the
same three month period in 1999 due primarily to unrealized losses caused by
weakening of the German Mark and the French Franc compared to the U.S. Dollar.
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. 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
12
<PAGE>
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 January 28, 2000
warrants to purchase 99,331 shares of common stock were exercised for cash of
$297,993, 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 the Offering were 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 March 31, 2000, Giga had cash and cash equivalents of
approximately $8.7 million. During the three months ended March 31, 2000, Giga's
capital expenditures totaled approximately $429,000, primarily for computer
equipment, application software and associated implementation costs and office
furniture and equipment. Giga expects that additional purchases of computer
equipment, software and office furniture 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 March 31, 2000, 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 2000.
Net cash provided by operating activities was approximately $2.8
million for the three months ended March 31, 2000 compared to $300,000 for the
same three-month period of 1999. This increase in net cash provided by operating
activities was due principally to a decrease in the net loss and to changes in
various balance sheet accounts, particularly accounts receivable, accounts
payable and accrued expenses, and deferred revenues.
Net cash provided by investing activities was approximately $374,000
for the three-month period ended March 31, 2000 compared to $1.4 million for the
same three-month period of 1999. The decrease was primarily due to fewer
purchases and maturities of marketable debt securities and decreased
expenditures for computer equipment, applications software and associated
implementation costs and office furniture and equipment.
Net cash provided by financing activities was approximately $198,000
for the three months ended March 31, 2000, compared to cash used by financing
activities of approximately $42,000 at March 31, 1999. This favorable change is
due to proceeds from exercises of stock options and warrants of $321,000
received in the first quarter of 2000.
To date, Giga has spent substantial amounts on capital and operating
expenditures, which have contributed to an accumulated deficit of $89.4 million
as of March 31, 2000. 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 delivery system
and internal infrastructure. Beginning in the third quarter of 1999, Giga
undertook several initiatives to reduce specific expense items and to reduce
overall expense growth. These efforts will remain in force for the balance of
fiscal year 2000. As a result, Giga believes that its existing cash and cash
equivalents 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 first quarter of 2001.
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 is currently
reviewing the terms for a revolving line of credit with a commercial bank under
which Giga could borrow up to the lesser of $5.0 million or 80% of eligible
accounts receivable. Giga anticipates closing on this line of credit by June 30,
2000. If necessary, Giga would consider various other sources of financing,
including, but not limited to, private placements, the sale of assets and/or
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
13
<PAGE>
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 is unaware of any problems with respect to year 2000 issues in
its current products and services, or internal computer systems or the computer
systems of its vendors. Prior to January 1, 2000, Giga completed an assessment
of internal business systems critical to its continuing operations and the
delivery of services to its clients and believes that all critical systems are
Year 2000 compliant, but Giga can not guarantee that all future Y2K related
issues have been identified. However, given the lack of problems related to Y2K,
Giga does not anticipate that it will experience any material Y2K related
problems in the future. As a result, Giga does not expect costs associated with
these problems to have a material or adverse impact on its business and
financial results.
Approximately $400,000 has been incurred for Giga's readiness
program, most of which were payroll costs for Giga's information technology
groups, incurred exclusively in connection with its Y2K efforts. These costs
were charged to expense as incurred and funded through operating cash flow.
These costs do not include costs associated with systems scheduled for upgrade
or replacement prior to commencement of the readiness assessment. These costs
also do not include the costs incurred for associated contingency plans
($100,000) or the costs for computer hardware and software replacement that was
capitalized ($105,000). Giga is currently unable to estimate the final aggregate
cost of its Y2K readiness and compliance program, since further expenditures may
be required as a result of future findings.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities." This statement was amended
by the issuance of SFAS No. 137, "Deferral of the Effective Date of FASB
Statement No. 133," which changed the effective date of SFAS No. 133 to all
fiscal years beginning after June 15, 2000 (fiscal year 2001 for Giga
Information Group). SFAS No. 133 requires that all derivative instruments be
recorded on the balance sheet at their fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designated as part of a hedge
transaction and, if it is, the type of hedge transaction. Management of Giga
Information Group anticipates that, due to its limited use of derivative
instruments, the adoption of SFAS No. 133 will not have a significant effect on
Giga's results of operations or its financial position.
In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 101, ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 summarizes the SEC's views in applying generally
accepted accounting principles to selected revenue recognition issues in
financial statements. The application of the guidance in SAB 101 will be
required in the second quarter of fiscal 2000. Giga is currently determining the
impact that SAB 101 will have on its financial position and results of
operations.
In March 2000, the FASB issued FASB Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation - an
interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44 clarifies the
application of APB Opinion No. 25 and among other issues clarifies the
following: the definition of an employee for purposes of applying APB Opinion
No. 25; the criteria for determining whether a plan qualifies as a
non-compensatory plan; the accounting consequence of various modifications to
the terms of previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN 44 is
effective July 1, 2000, but certain conclusions in FIN 44 cover specific events
that occurred after either December 15, 1998 or January 12, 2000. Giga does not
expect the application of FIN 44 to have a material impact on Giga's financial
position or results of operations.
14
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
RECENT SALES OF UNREGISTERED SECURITIES
In January 2000, Giga issued 38,666 shares of Common Stock upon the
exercise of warrants at an exercise price of $3.00 per share for cash proceeds
of $115,998. These warrants were originally issued in April 1998 pursuant to the
Loan and Warrant Purchase Agreement for the Bridge Notes. The shares of capital
stock issued in the following transaction were offered and sold in reliance upon
the exemption from registration under Section 4 (2) of the Securities Act or
Regulation D relative to sales by an issuer not involving any public offering.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
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 February 18, 2000,
pertaining to the adoption of a Stockholder Rights Plan.
Giga filed a Current Report on Form 8-K, dated February 14, 2000,
pertaining to a press release announcing Giga's results of operations
for the fiscal year ended December 31, 1999.
15
<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.
May 15, 2000 By: /s/ Daniel M. Clarke
-------------------------------
Daniel M. Clarke
Senior Vice President.
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
16
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
- ------ ------------------------
11 Statement of Computation of Per Share Earnings
27 Financial Data Schedule
17
Exhibit 11
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
NET LOSS PER SHARE
Net loss per share is calculated as follows:
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------------
2000 1999
----------------- -----------------
<S> <C> <C>
Net loss $ (2,464) $ (3,602)
================= =================
BASIC:
Weighted average common shares outstanding 10,107 9,956
================= =================
Net loss per common share $ (0.24) $ (0.36)
================= =================
DILUTED:
Weighted average common shares outstanding 10,107 9,956
Effect of dilutive securities:
Convertible notes - -
Stock options - -
Warrants - -
----------------- -----------------
Weighted average common and common
equivalent shares outstanding 10,107 9,956
================= =================
Net loss per common and common
equivalent share $ (0.24) $ (0.36)
================= =================
</TABLE>
<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 THREE
MONTHS ENDED MARCH 31, 2000 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-31-1999 DEC-31-2000
<PERIOD-START> JAN-01-1999 JAN-01-2000
<PERIOD-END> MAR-31-1999 MAR-31-2000
<CASH> 15,789 8,692
<SECURITIES> 4,371 0
<RECEIVABLES> 9,703 14,432
<ALLOWANCES> 407 471
<INVENTORY> 0 0
<CURRENT-ASSETS> 38,694 34,069
<PP&E> 8,165 10,061
<DEPRECIATION> 3,995 4,095
<TOTAL-ASSETS> 43,194 40,508
<CURRENT-LIABILITIES> 36,236 47,773
<BONDS> 0 0
0 0
0 0
<COMMON> 10 10
<OTHER-SE> 6,461 (7,735)
<TOTAL-LIABILITY-AND-EQUITY> 43,194 40,508
<SALES> 11,940 16,839
<TOTAL-REVENUES> 11,940 16,839
<CGS> 6,152 7,296
<TOTAL-COSTS> 15,473 18,951
<OTHER-EXPENSES> 244 463
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (217) (84)
<INCOME-PRETAX> 3,560 (2,491)
<INCOME-TAX> 42 (27)
<INCOME-CONTINUING> (3,602) (2,464)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (3,602) (2,464)
<EPS-BASIC> (0.36) (0.24)
<EPS-DILUTED> (0.36) (0.24)
</TABLE>
