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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 June 30, 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 August 2, 2000, there were 10,353,724 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 JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations for the
three and six months ended June 30, 2000
(unaudited) and June 30, 1999 (unaudited) 3.
Condensed Consolidated Balance Sheets at June 30, 2000 (unaudited)
and December 31, 1999 4.
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2000 (unaudited) and June
30, 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 10.
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 20.
Item 6. Exhibits and Reports on Form 8-K 20.
SIGNATURE PAGE 21.
INDEX TO EXHIBITS 22.
</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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Research, advisory and consulting $ 15,533 $ 10,979 $ 30,409 $ 21,367
Other, principally events 1,925 1,911 3,888 3,463
------------ ------------ ------------ ------------
Total revenues 17,458 12,890 34,297 24,830
Costs and expenses:
Cost of services 8,597 7,976 15,893 14,143
Sales and marketing 8,549 8,069 16,221 14,624
Research and development 486 397 1,029 651
General and administrative 2,122 2,124 4,917 4,242
Depreciation and amortization 658 440 1,303 819
------------ ------------ ------------ ------------
Total costs and expenses 20,412 19,006 39,363 34,479
------------ ------------ ------------ ------------
Loss from operations (2,954) (6,116) (5,066) (9,649)
------------ ------------ ------------ ------------
Interest income 76 210 184 464
Interest expense 17 33 40 70
Foreign exchange gain/(loss) 133 (172) (330) (416)
------------ ------------ ------------ ------------
Loss from operations before income taxes (2,762) (6,111) (5,252) (9,671)
Income tax provision/(benefit) 1 10 (26) 52
------------ ------------ ------------ ------------
Net loss $ (2,763) (6,121) (5,226) (9,723)
============ ============ ============ ============
Results per common share:
Historical - basic and diluted:
Net loss $ (0.27) $ (0.61) $ (0.52) $ (0.98)
============ ============ ============ ============
Weighted average number of shares used to compute
results per common share 10,177,443 9,988,216 10,142,097 9,972,176
============ ============ ============ ============
</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>
JUNE 30, DECEMBER 31,
2000 1999
-------- --------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,731 $ 5,381
Marketable securities -- 801
Trade accounts receivable, net of allowance for uncollectible accounts of $431
and $473 at June 30, 2000 (unaudited) and December 31, 1999, respectively 14,685 21,199
Unbilled accounts receivable 4,781 4,974
Prepaid expenses and other current assets 4,347 5,174
-------- --------
Total current assets 28,544 37,529
Property and equipment, net 6,096 6,188
Other assets 472 478
-------- --------
Total assets $ 35,112 $ 44,195
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 2,057 $ 3,471
Deferred revenues 35,150 37,817
Accrued expenses and other current liabilities 7,696 8,197
Current portion of long-term debt 276 527
-------- --------
Total current liabilities 45,179 50,012
Deferred revenues 343 569
-------- --------
Total liabilities 45,522 50,581
Stockholders' deficit:
Preferred Stock, $.001 par value; 5,000,000 shares authorized, no shares issued and
outstanding at June 30, 2000 (unaudited) and December 31, 1999 -- --
Common Stock, $.001 par value: 60,000,000 shares authorized, 10,221,596 and 10,043,401
shares issued and outstanding at June 30, 2000 (unaudited) and December 31, 1999, respectively 10 10
Additional paid-in capital 81,335 80,664
Deferred compensation (726) (983)
Accumulated deficit (92,211) (86,985)
Accumulated other comprehensive income 1,182 908
-------- --------
Total stockholders' deficit (10,410) (6,386)
-------- --------
Total liabilities and stockholders' deficit $ 35,112 $ 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>
SIX MONTHS ENDED
JUNE 30,
--------------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (5,226) $ (9,723)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 1,303 819
Provision for doubtful accounts (26) 21
(Gain)/loss on sale of fixed assets (4) 8
Compensation expense related to stock options 343 223
Change in assets and liabilities:
Decrease in accounts receivable 6,405 4,519
Decrease (increase) in prepaid expenses and other current assets 1,164 (119)
Decrease in other assets 7 3
Decrease in deferred revenues (2,635) (1,018)
(Decrease) increase in accounts payable and accrued liabilities (1,810) 367
-------- --------
Net cash used in operating activities (479) (4,900)
-------- --------
Cash flows from investing activities:
Acquisition of equipment and improvements (1,228) (2,136)
Purchases of marketable securities -- (6,174)
Proceeds from maturities of marketable securities 801 10,316
Other, net 7 4
-------- --------
Net cash (used in) provided by investing activities (420) 2,010
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock under option plans 474 96
Proceeds from issuance of common stock due to exercise of warrants 116 38
Principal payments on long-term debt (251) (221)
-------- --------
Net cash provided by (used in) financing activities 339 (87)
-------- --------
Effect of exchange rates on cash (90) (101)
-------- --------
Net decrease in cash and cash equivalents (650) (3,078)
Cash and cash equivalents, beginning of period 5,381 14,149
-------- --------
Cash and cash equivalents, end of period $ 4,731 $ 11,071
======== ========
Supplementary cash flow information:
Income taxes paid $ -- $ 52
Interest paid $ 40 $ 70
</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 June 30, 2000 and for the three and six
months ended June 30, 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
3,811,231 shares at June 30, 2000 and 3,160,070 shares at June 30, 1999 were
excluded from the calculation of diluted net loss per common share. At June 30,
2000, options and warrants for 2,992,528 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 June 30, 2000 and 1999, accumulated other comprehensive income
was comprised solely of cumulative foreign currency translation adjustments,
which is reflected in the table below (in thousands).
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
--------------- --------------- -------------- --------------
<S> <C> <C> <C> <C>
Net loss $ (2,763) $ (6,121) $ (5,226) $ (9,723)
Other comprehensive income, net of tax:
Foreign currency translation adjustment (11) 197 274 732
--------------- --------------- -------------- --------------
Comprehensive loss $ (2,774) $ (5,924) $ (4,952) $ (8,991)
=============== =============== ============== ==============
</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." This statement was amended by the issuance of SAB 101B,
"Second Amendment: Revenue Recognition in Financial Statements," which delayed
the implementation date of SAB 101 until the fourth fiscal quarter of fiscal
years beginning after December 15, 1999. SAB 101 summarizes the SEC's views in
applying generally accepted accounting principles to selected revenue
recognition issues in financial statements. Giga is currently assessing the
impact of SAB 101 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.
In March 2000, the Emerging Issues Task Force reached a final
consensus on Issue No. 00-02, "Accounting for Web Site Development Costs" ("EITF
00-02"), which addresses how an entity should account for costs incurred to
develop a web site. In their final consensus, the Task Force concluded that the
costs incurred during the planning stage should be expensed; the costs incurred
for activities during the web application and infrastructure development stage
should be capitalized; and generally the costs incurred during the operation
stage should be expensed. With respect to graphics costs, the Task Force
concluded the costs incurred to create the initial graphics for the web site
would be capitalized and that any subsequent updates would be expensed as
incurred, unless the updates added additional functionality. EITF 00-02 is
effective for web site development costs incurred for fiscal quarters beginning
after June 30, 2000 (including costs incurred for projects in process as of the
beginning of the quarter.) Giga is currently assessing the impact of EITF 00-02
on its financial position and results of operations.
7
<PAGE>
GIGA INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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
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 $62,000 of incremental
salaries and benefits cost was charged to cost of services for the six months
ended June 30, 2000 in association with this restructuring. As of June 30, 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 six months
ended June 30, 2000, approximately $98,000 of additional rent expense and lease
cancellation fees, $70,000 of incremental salaries and benefits cost and $31,000
of incremental real estate and legal fees were charged to expense. Of the total
charges, $103,000 was recorded as cost of services, $56,000 was recorded as
sales and marketing expense and $40,000 was recorded as general and
administrative expenses. As of June 30, 2000 no amounts have been paid or
charged against these liabilities.
8
<PAGE>
GIGA INFORMATION GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. Line of Credit
In April 2000, Giga established a one-year Accounts Receivable
Financing Agreement (the "Agreement") with a bank, under which Giga can borrow
up to the lesser of $5.0 million or 80% of the eligible accounts receivable, as
defined by the Agreement. Upon execution of the Agreement, Giga paid fees
totaling $30,000. Loans under the Agreement bear interest at the bank's prime
rate plus 1.5 percent. A monthly collateral handling fee of 0.375 percent is
charged on the average daily financed receivable balance outstanding. As of June
30, 2000, there were no borrowings pursuant to this Agreement.
8. Stock Purchase Warrants
In connection with the Agreement discussed in Note 7, Giga issued
warrants to purchase 24,000 shares of Giga common stock. The warrants are
exercisable immediately at $5.00 per share and are scheduled to expire on May
25, 2005. As of June 30, 2000, none of these warrants have been exercised. The
estimated fair value of the warrants is approximately $82,000, which has been
recorded as deferred financing costs.
9. 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 and six months ended
June 30, 2000 and 1999, respectively (in thousands).
<TABLE>
<CAPTION>
REVENUES
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
--------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
United States $ 14,271 $ 11,471 $ 27,680 $ 22,233
United Kingdom 2,226 1,020 4,714 1,829
Other International 961 399 1,903 768
--------------- -------------- --------------- ---------------
Consolidated revenue $ 17,458 $ 12,890 $ 34,297 $ 24,830
=============== ============== =============== ===============
TOTAL ASSETS
JUNE 30,
2000 1999
--------------- ---------------
United States $ 26,849 $ 33,645
United Kingdom 5,217 2,587
Other International 3,046 2,295
--------------- ---------------
Consolidated total assets $ 35,112 $ 38,527
=============== ===============
</TABLE>
9
<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 OF 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 products 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. Advisory Consulting was
introduced in September 1997. Giga's Events and Conferences product line was
acquired with the acquisition of BIS Strategic Decisions ("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, is 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 accounting
10
<PAGE>
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
resellers 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 June 30, 2000, Revenue Run Rate increased 27% to $71.1 million versus $56.2
million at the end of the second quarter of 1999. Annualized Value at June 30,
2000 increased 29% to $63.2 million from $48.8 million at June 30, 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 22% of contract value up for renewal in the
quarter ended June 30, 2000 cancelled, discontinuing all services, as compared
to 20% 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, 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 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 design, print and distribute conference
brochures and course materials. 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 $62,000 of cost
was charged to cost of services for the six months ended June 30, 2000 in
association with the restructuring of Giga's events and conferences business.
Approximately $103,000 was recorded as cost of services, $56,000 was recorded as
sales and marketing expense and $40,000 was recorded as general and
administrative expenses for the six months ended June 30, 2000 in association
with the consolidation of locations in the UK. As of June 30, 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
11
<PAGE>
and support staff for its business. Giga will continue its programs to
strengthen, expand and develop existing and new services, products and
infrastructure. Currently, Giga expects to be near the break-even point for the
fourth quarter of fiscal 2000, while incurring significant losses for the full
fiscal year.
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.
12
<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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
-------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenues:
Research, advisory and consulting 89% 85% 89% 86%
Other, principally events 11% 15% 11% 14%
-------------- -------------- --------------- --------------
Total revenues 100% 100% 100% 100%
============== ============== =============== ==============
Costs and expenses:
Cost of services 49% 62% 47% 57%
Sales and marketing 49% 63% 47% 59%
Research and development 3% 3% 3% 3%
General and administrative 12% 16% 14% 17%
Depreciation and amortization 4% 3% 4% 3%
-------------- -------------- --------------- --------------
Total costs and expenses 117% 147% 115% 139%
-------------- -------------- --------------- --------------
Loss from operations (17%) (47%) (15%) (39%)
-------------- -------------- --------------- --------------
Interest income - 1% 1% 2%
Interest expense - - - -
Foreign exchange gain/(loss) 1% (1%) (1%) (2%)
-------------- -------------- --------------- --------------
Loss from operations before income taxes (16%) (47%) (15%) (39%)
Income tax provision/(benefit) - - - -
-------------- -------------- --------------- --------------
Net loss (16%) (47%) (15%) (39%)
============== ============== =============== ==============
</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.
13
<PAGE>
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Revenues. Total revenues increased 35% to $17.5 million for the three
months ended June 30, 2000 from $12.9 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 41% to
$15.5 million for the three months ended June 30, 2000 from $11.0 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, primarily events registrations and sponsorships, were
constant at $1.9 million for the three months ended June 30, 2000 and for the
same three-month period in 1999.
Cost of services. Cost of services increased 8% to $8.6 million for
the three months ended June 30, 2000 from $8.0 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 Giga's recently
introduced Web Site ScoreCard product. These increased costs were partially
offset by lower costs to produce events and conferences.
Sales and marketing. Sales and marketing expenses increased 6% to
$8.5 million for the three months ended June 30, 2000 from $8.1 million for the
same period in 1999. The increase was principally due to increased training and
commission costs for the sales force and costs for dedicated client care and
content partnering groups, which were established in late 1999.
Research and development. Research and development expenses increased
22% to $486,000 for the three months ended June 30, 2000 from $397,000 for the
same three-month period in 1999. The increase was primarily due to personnel
costs.
General and administrative. General and administrative expenses were
constant at $2.1 million for the three months ended June 30, 2000 and for the
same three-month period in 1999. Higher personnel costs due to increased staff
were offset by lower general corporate expenses.
Depreciation and amortization. Depreciation and amortization expense
increased 50% to $658,000 for the three months ended June 30, 2000 from $440,000
for the same three-month period in 1999. The increase was primarily due to
increased amortization costs for CRM and financial systems deployed in the
fourth quarter of 1999. Depreciation costs also increased due to purchases of
computer equipment for new hires and to upgrade equipment for existing staff.
Interest income and expense. Interest income decreased to $76,000 for
the three months ended June 30, 2000 from $210,000 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 $17,000 in the second
quarter of 2000 from $33,000 for the same period in 1999 due to lower
outstanding principal balances on equipment leases.
Foreign exchange gain/(loss). Foreign exchange gains recorded for the
three months ended June 30, 2000 were $133,000 compared to losses of $172,000
for the same three month period in 1999 due primarily to realized gains upon
payment of foreign currency denominated expenses and upon receipt of foreign
currency denominated trade accounts receivable.
14
<PAGE>
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Revenues. Total revenues increased 38% to $34.3 million for the six
months ended June 30, 2000 from $24.8 million for the same six-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 42% to
$30.4 million for the six months ended June 30, 2000 from $21.4 million for the
same six-month period in 1999. The increase in revenues was primarily due to
growing market acceptance of Giga's services.
Other revenues increased 12% to $3.9 million for the six months ended
June 30, 2000 from $3.5 million for the same six-month period in 1999. The
increase was generally due to increased revenues for events sponsorships.
Cost of services. Cost of services increased 12% to $15.9 million for
the six months ended June 30, 2000 from $14.1 million for the same six-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 Giga's recently
introduced Web Site ScoreCard product. These increased costs were partially
offset by lower costs to produce events and conferences.
Sales and marketing. Sales and marketing expenses increased 11% to
$16.2 million for the six months ended June 30, 2000 from $14.6 million for the
same period in 1999. The increase was principally due to increased training and
commission costs for the sales force and costs for dedicated client care and
content partnering groups, which were established late in 1999.
Research and development. Research and development expenses increased
58% to $1.0 million for the six months ended June 30, 2000 from $651,000 for the
same six-month period in 1999. The increase was primarily due to consulting fees
for the development of GigaWeb 3.0 and increased personnel costs.
General and administrative. General and administrative expenses
increased 16% to $4.9 million for the six months ended June 30, 2000 from $4.2
million for the same six-month period in 1999. The increase in expenses was
primarily due to higher personnel costs offset by lower general corporate
expenses.
Depreciation and amortization. Depreciation and amortization expense
increased 59% to $1.3 million for the six months ended June 30, 2000 from
$819,000 for the same six-month period in 1999. The increase was primarily due
to increased amortization costs for CRM and financial systems deployed in the
fourth quarter of 1999. Depreciation costs also increased due to purchases of
computer equipment for new hires and to upgrade equipment for existing staff.
Interest income and expense. Interest income decreased to $184,000
for the six months ended June 30, 2000 from $464,000 for the same six-month
period in 1999 due to lower cash balances available for investment. Interest
expense on long-term equipment financing decreased to $40,000 for the six months
ended June 30, 2000 from $70,000 for the same period in 1999 due to lower
outstanding principal balances on equipment leases.
Foreign exchange loss. Foreign exchange losses recorded for the six
months ended June 30, 2000 were $330,000 compared to losses of $416,000 for the
same six-month period in 1999 due primarily to weakening in the major European
currencies.
15
<PAGE>
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
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 June 30, 2000, Giga had cash and cash equivalents of approximately
$4.7 million. During the six months ended June 30, 2000, Giga's capital
expenditures totaled approximately $1.2 million, primarily for computer
equipment, new and enhanced software applications 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 enhances its infrastructure and as its employee base and
customer base grows. As of June 30, 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 used in operating activities was approximately $479,000 for
the six months ended June 30, 2000 compared to $4.9 million for the same
six-month period of 1999. The decrease in net cash used in operating activities
was due principally to a decrease in the net loss, an increase in depreciation
and amortization, and to changes in various balance sheet accounts, particularly
accounts receivable and accounts payable and accrued liabilities.
Net cash used in investing activities was approximately $420,000 for
the six-month period ended June 30, 2000 compared to net cash provided by
investing activities of $2.0 million for the same six-month period of 1999. The
net cash used in investing activities was primarily due to fewer purchases and
maturities of marketable debt securities.
Net cash provided by financing activities was approximately $339,000
for the six months ended June 30, 2000, compared to net cash used by financing
activities of approximately $87,000 for the same six-month period of 1999. This
favorable change is primarily due to $590,000 of proceeds from exercises of
stock options and warrants in the first six months of 2000.
To date, Giga has spent substantial amounts on capital and operating
expenditures, which have contributed to an accumulated deficit of $92.2 million
as of June 30, 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 enhancements to 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, cash expected to be generated from operations, net of the repayment
16
<PAGE>
of debt as it becomes due, and its available credit facility will be sufficient
to fund Giga's cash needs until at least the second 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. In April 2000, Giga
established a one-year Accounts Receivable Financing Agreement (the "Agreement")
with a bank, under which Giga can borrow up to the lesser of $5.0 million or 80%
of the eligible accounts receivable, as defined by the Agreement. Upon execution
of the Agreement, Giga paid fees totaling $30,000. Loans under the Agreement
bear interest at the bank's prime rate plus 1.5 percent. A monthly collateral
handling fee of 0.375 percent is charged on the average daily financed
receivable balance outstanding. As of June 30, 2000, there were no borrowings
pursuant to this Agreement. In connection with the Agreement, Giga issued
warrants to purchase 24,000 shares of Giga common stock. The warrants are
exercisable immediately at $5.00 per share and are scheduled to expire on May
25, 2005. As of June 30, 2000, none of these warrants have been exercised. The
estimated fair value of the warrants is approximately $82,000, which has been
recorded as deferred financing costs.
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 was incurred in 1999 for Giga's readiness
program, primarily 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.
17
<PAGE>
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." This statement was amended by the issuance of SAB 101B,
"Second Amendment: Revenue Recognition in Financial Statements," which delayed
the implementation date of SAB 101 until the fourth fiscal quarter of fiscal
years beginning after December 15, 1999. SAB 101 summarizes the SEC's views in
applying generally accepted accounting principles to selected revenue
recognition issues in financial statements. Giga is currently assessing the
impact of SAB 101 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.
In March 2000, the Emerging Issues Task Force reached a final
consensus on Issue No. 00-02, "Accounting for Web Site Development Costs" ("EITF
00-02"), which addresses how an entity should account for costs incurred to
develop a web site. In their final consensus, the Task Force concluded that the
costs incurred during the planning stage should be expensed; the costs incurred
for activities during the web application and infrastructure development stage
should be capitalized; and generally the costs incurred during the operation
stage should be expensed. With respect to graphics costs, the Task Force
concluded the costs incurred to create the initial graphics for the web site
would be capitalized and that any subsequent updates would be expensed as
incurred, unless the updates added additional functionality. EITF 00-02 is
effective for web site development costs incurred for fiscal quarters beginning
after June 30, 2000 (including costs incurred for projects in process as of the
beginning of the quarter.) Giga is currently assessing the impact of EITF 00-02
on its financial position and results of operations.
18
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Exposure
Based on Giga's overall interest exposure at June 30, 2000, including
all interest rate sensitive instruments, a near-term change in interest rates
would not materially affect Giga's consolidated results of operations or
financial position.
Currency Rate Exposure
Foreign currency fluctuations have not had a significant impact on
the comparison of the results of operations for the periods presented. The costs
and expenses of Giga's international subsidiaries are generally denominated in
currencies other than the United States dollar. However, since the functional
currency of Giga's international subsidiaries is the local currency, foreign
currency translation adjustments do not impact operating results, but instead
are reflected as a component of stockholders' equity. To the extent Giga expands
its international operations or changes its pricing practices to denominate
prices in foreign currencies, Giga will be exposed to increased risk of currency
fluctuation.
19
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At Giga's Annual Meeting of Stockholders held on May 25, 2000, two
directors were elected, the Giga 1999 Share Incentive Plan was amended, the Giga
1997 Director Option Plan was amended and the appointment of
PricewaterhouseCoopers LLP as Giga's independent auditors for the 2000 fiscal
year was ratified. The following is a tabulation of the voting with respect to
the foregoing matters.
<TABLE>
<CAPTION>
(a) Election of Directors:
Nominee For Against Abstain Broker Non-Votes
------- --- ------- ------- ----------------
<S> <C> <C> <C> <C>
Richard L. Crandall 9,069,524 314,101 0 0
David L. Gilmour 9,071,190 312,435 0 0
(b) Approval of amendment to the Giga 1999 Share Incentive Plan:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
5,823,928 336,869 2,750 3,220,078
(c) Approval of amendments to the Giga 1997 Director Option Plan:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
4,222,617 132,667 1,808,263 3,220,078
(d) Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the 2000 fiscal year:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
9,379,980 525 3,120 0
</TABLE>
Gideon I. Gartner, Bernard Goldstein and John B. Landry (each of whose
term expires in the year 2001) and A. G. W. Biddle, III, Neill H. Brownstein and
Robert K. Weiler (each of whose term expires in the year 2002) are incumbent
directors of Giga.
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 April 28, 2000,
pertaining to a press release announcing Giga's results of operations
for the three months ended March 31, 2000.
20
<PAGE>
SIGNATURE
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.
August 14, 2000 By: /s/ Daniel M. Clarke
-------------------------------
Daniel M. Clarke
Senior Vice President.
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
21
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------ ------------------------
11 Statement of Computation of Per Share Earnings
27 Financial Data Schedule
22
